SYNTHETICORE, INC. PROPRIETARY LICENSE AGREEMENT

Copyright (c) 2025 Syntheticore, Inc. All Rights Reserved.

This software and any accompanying documentation (the “Software”) is the proprietary property of Syntheticore, Inc. and is licensed, not sold. Use, reproduction, modification, or distribution of the Software is strictly limited to those individuals or entities that have received a valid, written license from Syntheticore, Inc.

1. **License Grant**
   Syntheticore, Inc. (“Licensor”) hereby grants the licensee (“Licensee”) a non-exclusive, non-transferable, revocable license to use the Software solely for Licensee’s internal business purposes, under the terms and conditions set forth herein and in the separate license agreement executed by Licensee.

2. **Restrictions**
   Licensee shall not, and shall not permit any third party to:
   a. Sell, lease, sublicense, distribute, or otherwise transfer the Software or any copies thereof;
   b. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
   c. Modify, adapt, translate, or create derivative works based on the Software;
   d. Remove, alter, or obscure any proprietary notices or labels on the Software;
   e. Use the Software for any purpose not expressly authorized by this Agreement or the accompanying license document.

3. **Ownership**
   All title, ownership rights, and intellectual property rights in and to the Software remain with Syntheticore, Inc. Neither this Agreement nor any use of the Software transfers to Licensee any rights, title, or interest in or to the Software, except the limited license rights expressly granted herein.

4. **Termination**
   This license will terminate automatically without notice if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies in its possession or control.

5. **Disclaimer of Warranty**
   The Software is provided “AS IS” without warranty of any kind. To the fullest extent permitted by applicable law, Syntheticore, Inc. expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

6. **Limitation of Liability**
   In no event shall Syntheticore, Inc. be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from or related to use of or inability to use the Software, even if advised of the possibility of such damages.

7. **Governing Law**
   This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

8. **Entire Agreement**
   This Agreement, together with any separate written license agreement executed by Licensee, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.

**SYNTHETICORE, INC.**

By: ________________________________________________________________
Name: _______________________________________________________________
Title: _______________________________________________________________
Date: _______________________________________________________________

**LICENSEE**

By: ________________________________________________________________
Name: _______________________________________________________________
Title: _______________________________________________________________
Date: _______________________________________________________________

