DATAERAI PROPRIETARY SOFTWARE LICENSE AGREEMENT

Version 1.2

Copyright (c) 2026 Dataerai, Inc. All Rights Reserved.

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NOTICE: THE SOFTWARE IS PROPRIETARY AND CONFIDENTIAL. NO RIGHTS ARE GRANTED
EXCEPT AS EXPRESSLY AND NARROWLY SET FORTH BELOW. ALL RIGHTS NOT EXPRESSLY
GRANTED ARE RESERVED BY DATAERAI, INC. THIS AGREEMENT APPLIES EQUALLY TO USE
BY HUMANS AND BY ARTIFICIAL INTELLIGENCE AGENTS (SEE SECTION 4). IF YOU DO NOT
AGREE TO EVERY TERM OF THIS AGREEMENT, YOU HAVE NO LICENSE AND MUST NOT ACCESS,
INSTALL, COPY, OR USE THE SOFTWARE IN ANY MANNER.
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This Dataerai Proprietary Software License Agreement (this "Agreement") is a
binding legal agreement between Dataerai, Inc., a corporation organized under
the laws of the Commonwealth of Pennsylvania ("Licensor"), and the single
identified individual or legal entity that has been expressly authorized in
writing by Licensor to receive the Software ("Licensee"). By accessing,
installing, copying, or using the Software, or by clicking to accept, Licensee
agrees to be bound by this Agreement.

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1. DEFINITIONS
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1.1 "Software" means the Dataerai software package, in any and all forms,
    including without limitation source code, object code, byte code, binaries,
    scripts, schemas, configuration, models, weights, prompts, embeddings,
    graph taxonomies, registries, metadata, libraries, application programming
    interfaces, command-line tooling, and any associated materials, together
    with all updates, upgrades, patches, modifications, enhancements, and
    Documentation, whether delivered now or in the future.

1.2 "Documentation" means any technical or user materials, in any medium,
    provided or made available by Licensor relating to the Software.

1.3 "Authorized Purpose" means solely the internal, non-production evaluation
    of the Software by Licensee, on systems owned and controlled by Licensee,
    strictly within the scope, seat count, term, and field of use expressly
    stated in a written authorization signed by an officer of Licensor. Absent
    such a written authorization, the Authorized Purpose is null and no use is
    permitted.

1.4 "Confidential Information" means the Software and any non-public information
    disclosed by Licensor, whether or not marked confidential. The Software is
    deemed Confidential Information in its entirety.

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2. GRANT OF LICENSE
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2.1 Subject to Licensee's strict and continuous compliance with every term of
    this Agreement, Licensor grants to Licensee a personal, non-exclusive,
    non-transferable, non-sublicensable, non-assignable, revocable, royalty-
    bearing-or-evaluation-only, and fully revocable license to use the Software
    solely for the Authorized Purpose and solely during the Term.

2.2 The license granted in Section 2.1 is the entirety of the rights granted.
    It conveys no right to copy (except a single archival copy as required for
    backup, retaining all notices), no right to modify, no right to create
    derivative works, no right to distribute, no right to sublicense, no right
    to display or perform publicly, and no right to use in production, in a
    service bureau, or on behalf of any third party.

2.3 No license, immunity, or other right is granted by implication, estoppel,
    exhaustion, or otherwise. No patent, trademark, or other intellectual
    property right is licensed except the limited use right in Section 2.1.

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3. RESTRICTIONS
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Licensee shall not, and shall not permit, enable, or assist any third party or
AI Agent (as defined in Section 4) to:

3.1 copy, reproduce, republish, upload, post, transmit, or otherwise duplicate
    the Software except for the single archival copy permitted in Section 2.2;

3.2 modify, adapt, translate, port, fork, or create derivative works of the
    Software, in whole or in part;

3.3 sell, resell, rent, lease, lend, distribute, transfer, disclose, host,
    sublicense, time-share, or otherwise make the Software available to any
    third party, whether for value or not;

3.4 reverse engineer, decompile, disassemble, decrypt, extract, or otherwise
    attempt to derive or reconstruct the source code, architecture, algorithms,
    model weights, training data, graph taxonomies, or trade secrets embodied
    in the Software, except, and only to the minimum extent, that this
    prohibition is unenforceable under applicable law and only after written
    notice to Licensor;

3.5 use the Software to develop, train, benchmark, or improve any competing,
    similar, or alternative product, model, or service;

3.6 conduct, publish, or disclose any benchmark, performance, security, or
    comparative test or analysis of the Software without Licensor's prior
    written consent;

3.7 remove, alter, obscure, or fail to reproduce any copyright, proprietary,
    confidentiality, or other notice contained in or on the Software;

3.8 circumvent, disable, or interfere with any license-key, telemetry, usage-
    metering, digital-rights-management, or access-control mechanism;

3.9 use the Software in excess of the authorized seat count, scope, field of
    use, or Term, or for any purpose other than the Authorized Purpose; or

3.10 use the Software in violation of any applicable law, regulation, or third-
     party right, including export control and sanctions laws.

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4. ARTIFICIAL INTELLIGENCE, AGENTS, AND AUTOMATED USE
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4.1 Definition. "AI Agent" means any artificial intelligence or machine-
    learning system, model, or software — including any autonomous or semi-
    autonomous agent, large language model, multi-agent system, robotic process
    automation, bot, crawler, scraper, copilot, or other automated process —
    that accesses, operates, invokes, queries, or acts upon the Software,
    whether or not under direct human supervision, and whether operating on
    Licensee's behalf, on Licensee's systems, or using Licensee's credentials,
    tokens, API keys, or sessions.

4.2 Agents Bound by this Agreement. This Agreement applies in full to any access
    to or use of the Software by, through, or on behalf of an AI Agent. Every
    restriction, obligation, and prohibition that binds Licensee binds equally
    any AI Agent that Licensee deploys, authorizes, instructs, integrates, or
    permits to interact with the Software. An AI Agent is not a separate,
    independent, or exempt user, and acquires no rights of its own under this
    Agreement.

4.3 Full Responsibility for Agent Conduct. Licensee is fully and solely
    responsible for all acts and omissions of any AI Agent acting on Licensee's
    behalf, on Licensee's systems, or via Licensee's credentials, as if those
    acts were Licensee's own. The autonomy of the AI Agent, the absence of human
    supervision, or the absence of specific human intent is not a defense to any
    breach. Licensee shall not use an AI Agent to do, attempt, or enable
    anything that Licensee is itself prohibited from doing under this Agreement.

4.4 No Training, Ingestion, or Derivation. Licensee shall not, and shall not
    permit any AI Agent or third party to, use the Software or any portion of it
    — including its source code, object code, structure, schemas, graph
    taxonomies, registries, metadata, model weights, prompts, embeddings,
    Documentation, or Outputs — as input to, as training, fine-tuning, or
    alignment data for, as a retrieval or context corpus for, or as a basis to
    distill, replicate, or derive, any AI Agent, model, dataset, or competing
    system.

4.5 No Automated Extraction. Licensee shall not use any AI Agent to scrape,
    crawl, harvest, index, reverse engineer, or otherwise extract the Software,
    its structure, its parameters, or its Outputs, including by means of
    automated or adversarial querying intended to reconstruct or approximate the
    Software's behavior, weights, taxonomies, or underlying data.

4.6 Outputs. "Outputs" means any data, content, predictions, classifications,
    embeddings, analyses, graphs, or other results generated by the Software or
    by any AI Agent through use of the Software. Outputs constitute Confidential
    Information, are licensed (not assigned) to Licensee solely for the
    Authorized Purpose, and remain subject to every restriction in this
    Agreement. Licensee obtains no right to use Outputs to train, evaluate, or
    improve any AI Agent, model, or competing system.

4.7 Disclosure of Agentic Use. Upon Licensor's request, Licensee shall disclose
    whether, and the manner in which, any AI Agent has accessed or used the
    Software, and shall cooperate with any audit under Section 8 directed at
    such use.

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5. OWNERSHIP
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5.1 The Software is licensed, not sold. Licensor and its licensors retain all
    right, title, and interest in and to the Software and all intellectual
    property rights therein. Licensee acquires no ownership interest of any
    kind. All feedback, suggestions, and ideas provided by Licensee — whether
    authored by a human or generated by an AI Agent — are hereby assigned to
    Licensor without restriction or compensation.

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6. CONFIDENTIALITY
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6.1 Licensee shall hold the Software and all Confidential Information in strict
    confidence, shall not disclose it to any person or AI Agent other than
    Licensee's employees with a need to know who are bound by written
    obligations at least as protective as this Agreement, and shall use it
    solely for the Authorized Purpose. Licensee shall protect it using no less
    than the degree of care it uses for its own most sensitive information, and
    in no event less than a reasonable degree of care. Licensee shall not input,
    expose, or transmit the Software or Confidential Information to any third-
    party AI Agent or service that would acquire rights in, or use for training,
    the material so disclosed.

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7. TERM AND TERMINATION
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7.1 This Agreement and the license commence on the date Licensee first accesses
    the Software and continue only for the period expressly authorized in
    writing by Licensor (the "Term"). If no period is stated, the Term is
    thirty (30) days.

7.2 Licensor may terminate or suspend this Agreement and the license at any
    time, for any reason or no reason, with or without notice, in its sole
    discretion. This license is revocable at will.

7.3 This Agreement terminates automatically and immediately upon any breach by
    Licensee, without notice and without opportunity to cure.

7.4 Upon any expiration or termination, all rights granted cease immediately,
    and Licensee shall, within five (5) days, cease all use, permanently delete
    or destroy all copies of the Software (including the archival copy, all
    Outputs, and all derivatives and extracts), purge the Software and Outputs
    from any AI Agent context, cache, or store, and certify such destruction in
    writing to Licensor upon request. Sections 1, 3, 4, 5, 6, 7.4, and 8
    through 13 survive termination.

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8. AUDIT
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8.1 Licensor may, upon reasonable notice, audit Licensee's use of the Software,
    including by inspecting records and systems and reviewing AI Agent logs and
    access histories, to verify compliance. Licensee shall cooperate. Any
    unauthorized use revealed by an audit constitutes a material breach.

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9. DISCLAIMER OF WARRANTIES
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9.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND
    WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
    LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
    OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
    A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY
    WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT
    WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR
    THAT ANY OUTPUT GENERATED BY THE SOFTWARE OR BY ANY AI AGENT WILL BE
    ACCURATE, COMPLETE, OR FIT FOR ANY PURPOSE.

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10. LIMITATION OF LIABILITY
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10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR
     ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
     DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING
     OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY ACTION TAKEN BY
     AN AI AGENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGES.

10.2 LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS
     AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY
     LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE THREE (3) MONTHS PRECEDING THE
     CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

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11. INDEMNIFICATION
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11.1 Licensee shall defend, indemnify, and hold harmless Licensor and its
     officers, directors, employees, and agents from and against any and all
     claims, damages, liabilities, costs, and expenses (including reasonable
     attorneys' fees) arising out of or relating to Licensee's use of the
     Software, any use of the Software by any AI Agent acting on Licensee's
     behalf or via Licensee's credentials, or any breach of this Agreement.

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12. EXPORT, SANCTIONS, AND COMPLIANCE
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12.1 Licensee shall comply with all applicable export control, sanctions, and
     anti-corruption laws and shall not export, re-export, or transfer the
     Software to any prohibited destination, entity, or person, or use it for
     any prohibited end use.

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13. GENERAL
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13.1 Governing Law; Venue. This Agreement is governed by the laws of the
     Commonwealth of Pennsylvania, excluding its conflict-of-laws rules. The
     parties submit to the exclusive jurisdiction of the state and federal
     courts located in Pennsylvania.

13.2 Equitable Relief. Licensee acknowledges that any breach of Sections 2, 3,
     4, or 6 would cause irreparable harm for which monetary damages are
     inadequate, and that Licensor is entitled to injunctive relief without the
     need to post bond.

13.3 Assignment. Licensee may not assign or transfer this Agreement or any
     rights or obligations, by operation of law or otherwise, without
     Licensor's prior written consent. Any attempted assignment in violation is
     void. Licensor may freely assign.

13.4 No Waiver. No failure or delay by Licensor in exercising any right waives
     it. Any waiver must be in a writing signed by Licensor.

13.5 Severability. If any provision is held unenforceable, it shall be modified
     to the minimum extent necessary, and the remaining provisions remain in
     full force.

13.6 Entire Agreement. Subject to Section 13.8, this Agreement, together
     with any written authorization issued by Licensor, is the entire agreement
     between the parties regarding the Software and supersedes all prior or
     contemporaneous understandings. Any conflicting or additional terms
     proposed by Licensee are rejected.

13.7 U.S. Government Rights. If Licensee is a U.S. Government entity, the
     Software is "commercial computer software" and "commercial computer
     software documentation," and any use, duplication, or disclosure is
     subject to the restrictions of this Agreement to the extent permitted by
     applicable Federal Acquisition Regulation and agency supplements.

13.8 Amendments; Updated Versions.

     (a) Licensor may issue an amended or replacement version of this Agreement
     (an "Updated Agreement"). To be effective as to Licensee, an Updated
     Agreement must: (i) conspicuously identify itself as an updated version of
     this Agreement and state its version number and effective date; (ii) be
     provided to Licensee in full by a method reasonably calculated to give
     Licensee notice; and (iii) be affirmatively accepted by Licensee through
     a click-through acceptance, electronic signature, or other written
     acceptance by a person authorized to bind Licensee. Licensor may condition
     any renewal, extension, update, upgrade, or continued access to the
     Software after the end of the then-current Term upon such acceptance.

     (b) Upon Licensee's affirmative acceptance, the Updated Agreement
     supersedes and replaces all prior versions of this Agreement between
     Licensor and Licensee with respect to the Software, effective on the later
     of the Updated Agreement's stated effective date or Licensee's acceptance
     date. Unless the Updated Agreement expressly states otherwise, any then-
     effective written authorization issued by Licensor remains in force only to
     the extent it is consistent with the Updated Agreement.

     (c) Until an Updated Agreement becomes effective under this Section 13.8,
     the version of this Agreement previously accepted by Licensee remains
     controlling, subject to Licensor's termination and suspension rights under
     Section 7. Licensor shall retain a reasonably accessible record of each
     version of this Agreement and the date on which Licensee accepted it.

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For licensing inquiries, contact: legal@dataerai.com
Dataerai, Inc. — Center Valley, Pennsylvania, USA
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