DEXCOMM PROPRIETARY BINARY SDK LICENSE AGREEMENT

Copyright (c) 2025-2026 Dexmate. All rights reserved.

This DexComm Proprietary Binary SDK License Agreement ("Agreement") governs
access to and use of DexComm and related software, documentation, packages,
native extensions, examples, tools, and materials provided by Dexmate
(collectively, the "Software"). By installing, copying, downloading, accessing,
or using the Software, you ("Licensee") agree to be bound by this Agreement. If
you do not agree to this Agreement, do not install, access, or use the Software.

If Licensee has entered into a separate written agreement, master services
agreement, order form, purchase order accepted by Dexmate, or other signed
commercial agreement with Dexmate that expressly governs DexComm, that written
agreement controls to the extent it conflicts with this Agreement.

1. DEFINITIONS

1.1 "Authorized Users" means Licensee's employees, contractors, and agents who
have a legitimate need to use the Software for the Permitted Use and who are
bound by confidentiality obligations at least as protective as those in this
Agreement.

1.2 "Documentation" means user guides, technical materials, release notes,
examples, integration instructions, and other written materials provided by
Dexmate for the Software.

1.3 "Order Form" means a written or electronic ordering document, quote,
purchase record, or other commercial document accepted by Dexmate that specifies
the applicable subscription term, fees, usage limits, support level, authorized
devices, robots, deployments, environments, sites, or other license scope.

1.4 "Permitted Use" means Licensee's internal business use of the Software in
object-code form only, solely with Licensee's authorized robotic systems,
automation workflows, development environments, testing environments, and
production deployments, and only within the scope stated in the applicable Order
Form or other written authorization from Dexmate.

1.5 "Software" means DexComm and related binary packages, Python wheels, native
extensions, compiled libraries, command-line tools, configuration files,
Documentation, and other materials provided by Dexmate. Software does not
include Third-Party Components except where expressly stated.

1.6 "Third-Party Components" means third-party open-source or third-party
proprietary software, libraries, codecs, tools, packages, or other components
included with, linked by, used by, or distributed with the Software.

2. LICENSE GRANT

2.1 Subject to Licensee's compliance with this Agreement and payment of all
applicable fees, Dexmate grants Licensee a limited, non-exclusive,
non-transferable, non-sublicensable, revocable license during the applicable
subscription term to install and use the Software in object-code form only for
the Permitted Use.

2.2 This Agreement grants no right to source code. DexComm is licensed only as
compiled binaries, Python packages, native extensions, Documentation, and
related object-code materials unless Dexmate expressly agrees otherwise in a
separate signed writing.

2.3 All rights not expressly granted to Licensee are reserved by Dexmate and its
licensors. The Software is licensed, not sold.

3. LICENSE SCOPE AND USAGE LIMITS

3.1 Licensee may use the Software only within the limits stated in the
applicable Order Form, including any limits on Authorized Users, devices, robots,
deployments, installations, sites, environments, term, package registry access,
or other usage metrics.

3.2 Licensee may make a reasonable number of internal backup copies of the
Software solely as necessary for the Permitted Use, provided that all copies
retain all proprietary notices and remain subject to this Agreement.

3.3 Licensee may not use the Software for the benefit of any third party, as a
hosted service, managed service, service bureau, outsourcing offering, or
software-as-a-service offering unless Dexmate expressly authorizes that use in
writing.

4. RESTRICTIONS

Except as expressly permitted by this Agreement, the applicable Order Form,
mandatory law, or applicable Third-Party Component license terms, Licensee must
not, and must not permit any third party to:

(a) copy, reproduce, distribute, publish, sublicense, sell, rent, lease, lend,
assign, transfer, host, disclose, or otherwise make available the Software to
any third party;

(b) modify, adapt, translate, localize, port, or create derivative works of the
Software;

(c) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise
attempt to derive source code, algorithms, models, protocols, data structures,
internal APIs, or implementation details of the Software;

(d) remove, alter, or obscure any copyright, trademark, patent, confidentiality,
proprietary, attribution, or other notices in or on the Software or
Documentation;

(e) bypass, disable, interfere with, or circumvent license keys, access
controls, usage limits, entitlement checks, package registry controls,
technical protection measures, telemetry required for license enforcement, or
other security or license-management mechanisms;

(f) use the Software to develop, train, benchmark, validate, or improve a
competing product or service without Dexmate's prior written consent;

(g) publicly disclose performance information, benchmark results, security
analysis, vulnerability details, or comparative analysis of the Software without
Dexmate's prior written consent, except where such restriction is prohibited by
law;

(h) use the Software in violation of applicable law, export controls, sanctions,
privacy laws, safety regulations, robotics regulations, or third-party rights;

(i) use the Software in any high-risk, life-critical, weapons, military,
emergency response, medical device, or safety-critical environment unless the
applicable Order Form expressly authorizes that use and Licensee implements all
required independent safety controls; or

(j) use the Software after the applicable subscription term expires or after
Dexmate suspends or terminates Licensee's rights under this Agreement.

5. THIRD-PARTY COMPONENTS AND OPEN-SOURCE SOFTWARE

5.1 The Software may include, link to, interoperate with, or be distributed with
Third-Party Components. Third-Party Components are governed by their own license
terms, notices, and disclaimers, as identified in the Documentation,
THIRD_PARTY_NOTICES, package metadata, or other materials provided with the
Software.

5.2 Nothing in this Agreement restricts any rights Licensee may have under
applicable open-source licenses for Third-Party Components. To the extent this
Agreement conflicts with the license terms for a Third-Party Component, the
Third-Party Component license controls solely for that Third-Party Component.

5.3 For LGPL-covered components, including FFmpeg where applicable, Licensee may
exercise the rights required by the applicable LGPL license solely with respect
to the LGPL-covered component, including rights to modify, replace, and relink
that LGPL-covered component and to reverse engineer only as necessary to debug
Licensee's modifications to that LGPL-covered component, as required by the
LGPL. These rights do not grant access to DexComm source code and do not permit
reverse engineering of DexComm except to the limited extent mandatory under the
applicable LGPL terms or other mandatory law.

5.4 Dexmate may provide required Third-Party Component notices, source-code
offers, relinkable object files, scripts, or other compliance materials through
THIRD_PARTY_NOTICES, a release artifact, a customer portal, or another
reasonable delivery method.

6. OWNERSHIP

6.1 Dexmate and its licensors retain all right, title, and interest in and to
the Software, Documentation, and all intellectual property rights therein,
including all copyrights, patents, trade secrets, trademarks, service marks, and
other proprietary rights.

6.2 Licensee receives only the limited license rights expressly stated in this
Agreement. No ownership rights are transferred.

6.3 This Agreement does not grant Licensee any right to use Dexmate's names,
logos, trademarks, service marks, trade names, product names, or branding except
as expressly authorized in writing by Dexmate.

7. CONFIDENTIALITY

7.1 The Software, non-public Documentation, package registry credentials,
license keys, entitlement tokens, technical materials, implementation details,
APIs not publicly documented by Dexmate, benchmark data, security information,
and all non-public information disclosed by Dexmate are Dexmate Confidential
Information.

7.2 Licensee must protect Dexmate Confidential Information using at least the
same degree of care it uses to protect its own confidential information, but no
less than reasonable care. Licensee may disclose Dexmate Confidential
Information only to Authorized Users who need access for the Permitted Use and
who are bound by confidentiality obligations at least as protective as those in
this Agreement.

7.3 Licensee must not use Dexmate Confidential Information except as necessary
to exercise the license rights expressly granted under this Agreement.

7.4 Confidentiality obligations do not apply to information that Licensee can
demonstrate: (a) is or becomes publicly available through no breach of this
Agreement; (b) was rightfully known without confidentiality restrictions before
receipt from Dexmate; (c) is rightfully received from a third party without
confidentiality restrictions; or (d) is independently developed without use of
or reference to Dexmate Confidential Information.

8. FEEDBACK

If Licensee provides suggestions, enhancement requests, comments, ideas,
reports, or other feedback regarding the Software ("Feedback"), Licensee grants
Dexmate a perpetual, irrevocable, worldwide, royalty-free, sublicensable,
transferable license to use, reproduce, modify, distribute, commercialize, and
otherwise exploit the Feedback without restriction or compensation.

9. TELEMETRY, SECURITY, AND AUDIT

9.1 The Software may collect, generate, transmit, or store technical,
diagnostic, security, entitlement, license-usage, and operational data for
license enforcement, security, support, product improvement, reliability,
debugging, abuse prevention, and compliance purposes. Dexmate will not use such
data to identify Licensee's end users except as necessary for those purposes or
as otherwise permitted by the applicable agreement.

9.2 Licensee must not interfere with license enforcement, security, or
entitlement mechanisms in the Software.

9.3 Upon reasonable notice and no more than once per calendar year, unless
Dexmate reasonably suspects unauthorized use, Dexmate may audit Licensee's use
of the Software to verify compliance with this Agreement and the applicable
Order Form. Licensee must provide reasonable cooperation and accurate records.
If an audit reveals unauthorized use, Licensee must promptly pay all unpaid fees
and reasonable audit costs.

10. SUPPORT, UPDATES, AND CHANGES

10.1 Dexmate is not obligated to provide support, maintenance, updates,
upgrades, patches, or professional services unless stated in an applicable Order
Form or separate written agreement.

10.2 Dexmate may modify, discontinue, suspend, or replace features, package
registry access, distribution channels, entitlement systems, or support for
particular platforms, versions, or dependencies, provided that Dexmate does not
materially reduce paid rights during an active subscription term without a
commercially reasonable transition path.

11. FEES AND PAYMENT

Licensee must pay all fees stated in the applicable Order Form. Fees are
non-refundable except as expressly stated in the Order Form or required by law.
Late amounts may accrue interest at the lesser of 1.5% per month or the maximum
amount permitted by law. Licensee is responsible for all taxes, duties, and
governmental charges except taxes based on Dexmate's net income.

12. TERM, SUSPENSION, AND TERMINATION

12.1 This Agreement begins when Licensee first installs, accesses, downloads, or
uses the Software and continues until terminated or until the applicable
subscription term expires.

12.2 Dexmate may suspend or terminate Licensee's access to the Software
immediately if Licensee materially breaches this Agreement, fails to pay
amounts when due, exceeds license scope, shares credentials, creates a security
risk, infringes Dexmate's rights, or distributes the Software without
authorization.

12.3 Upon expiration or termination, Licensee must immediately stop using the
Software, destroy or return all copies in its possession or control, and certify
destruction or return upon Dexmate's request. Licensee may retain archival
copies only to the extent required by law, provided those copies remain subject
to this Agreement and are not used.

12.4 Sections that by their nature should survive termination will survive,
including Sections 4 through 9, 11 through 16, and 18.

13. WARRANTIES AND DISCLAIMERS

13.1 If an applicable Order Form states an express warranty, Dexmate will honor
that warranty according to its terms. Otherwise, the Software is provided "AS
IS" and "AS AVAILABLE."

13.2 To the maximum extent permitted by law, Dexmate and its licensors disclaim
all warranties, whether express, implied, statutory, or otherwise, including
implied warranties of merchantability, fitness for a particular purpose, title,
non-infringement, quiet enjoyment, accuracy, availability, security,
interoperability, and any warranties arising from course of dealing, usage, or
trade practice.

13.3 Dexmate does not warrant that the Software will be uninterrupted,
error-free, secure, free from vulnerabilities, free from harmful components,
compatible with all systems, or suitable for safety-critical use.

14. INDEMNIFICATION

14.1 Licensee will defend, indemnify, and hold harmless Dexmate, its affiliates,
and their respective officers, directors, employees, contractors, and licensors
from and against any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys' fees) arising out of or related to: (a)
Licensee's breach of this Agreement; (b) unauthorized use, distribution, or
modification of the Software; (c) Licensee's products, robots, systems,
workflows, data, or deployments; (d) violation of law or third-party rights by
Licensee; or (e) use of the Software in a safety-critical or high-risk
environment not expressly authorized by Dexmate.

14.2 Any Dexmate indemnification obligations, if any, must be stated in an
applicable Order Form or separate signed agreement.

15. LIMITATION OF LIABILITY

15.1 To the maximum extent permitted by law, Dexmate and its licensors will not
be liable for indirect, incidental, special, consequential, exemplary, punitive,
or enhanced damages, or for lost profits, lost revenue, lost savings, lost data,
business interruption, loss of goodwill, cost of substitute goods or services,
or failure of robotic systems, even if advised of the possibility of such
damages.

15.2 To the maximum extent permitted by law, Dexmate's total aggregate liability
arising out of or related to this Agreement or the Software will not exceed the
greater of: (a) the fees paid by Licensee to Dexmate for the Software during
the twelve months immediately preceding the event giving rise to liability; or
(b) five hundred U.S. dollars (US $500).

15.3 The limitations in this Section apply to all claims and theories of
liability, whether in contract, tort, negligence, strict liability, warranty,
statute, or otherwise.

16. EXPORT, SANCTIONS, AND LEGAL COMPLIANCE

Licensee must comply with all applicable laws and regulations, including export
control laws, sanctions, anti-corruption laws, privacy laws, cybersecurity
requirements, robotics safety laws, and industry-specific regulations. Licensee
must not export, re-export, transfer, or provide access to the Software in
violation of applicable law or to any prohibited country, entity, person, or
end use.

17. U.S. GOVERNMENT RIGHTS

The Software and Documentation are "commercial computer software" and
"commercial computer software documentation" as those terms are used in FAR
12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure,
or transfer by the U.S. Government is governed solely by this Agreement and the
applicable Order Form.

18. GENERAL TERMS

18.1 Licensee may not assign or transfer this Agreement, in whole or in part,
without Dexmate's prior written consent. Any attempted assignment in violation
of this Section is void. Dexmate may assign this Agreement in connection with a
merger, acquisition, corporate reorganization, financing, or sale of all or
substantially all of its assets.

18.2 This Agreement is governed by the laws of the State of California, without
regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction
and venue in the state and federal courts located in Santa Clara County,
California, for any dispute arising out of or relating to this Agreement.

18.3 The United Nations Convention on Contracts for the International Sale of
Goods does not apply.

18.4 If any provision of this Agreement is held invalid or unenforceable, the
remaining provisions will remain in full force and effect, and the invalid or
unenforceable provision will be modified to the minimum extent necessary to make
it valid and enforceable.

18.5 Failure to enforce any provision of this Agreement is not a waiver. Any
waiver must be in writing and signed by the waiving party.

18.6 This Agreement, together with any applicable Order Form and materials
expressly incorporated by reference, is the entire agreement between the parties
regarding the Software and supersedes all prior or contemporaneous agreements
regarding the Software, except for any separate signed agreement that expressly
supersedes this Agreement.

19. CONTACT

For license questions, compliance requests, or third-party component materials,
contact:

Dexmate
Email: contact@dexmate.ai
Website: https://dexmate.ai

Unauthorized use, reproduction, or distribution of the Software may result in
civil and criminal penalties and will be pursued to the maximum extent permitted
by law.
