ENGRAMI LLP — ENTERPRISE SOFTWARE LICENSE AGREEMENT

Version 1.0 — Effective upon installation, access, or use of the Software.

IMPORTANT — READ CAREFULLY. This Enterprise Software License Agreement (the
"Agreement") is a legally binding contract between Engrami LLP ("Engrami", "we",
"us", or "Licensor") and the entity or person that downloads, installs, accesses,
activates, or uses the Software ("Licensee", "you", or "Customer"). By installing,
activating (including by applying a License Key), accessing, or using the Software,
you agree to be bound by this Agreement. If you do not agree, do not install,
activate, access, or use the Software.

This software is proprietary. It is licensed, not sold. All rights not expressly
granted are reserved by Engrami LLP.

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1. DEFINITIONS
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1.1 "Software" means the Engrami memory-infrastructure software, including the
    server, command-line interface, SDKs, MCP server, APIs, container images,
    Helm charts, Terraform modules, source code, object code, configuration,
    and accompanying documentation, and any Updates provided by Engrami.
1.2 "Documentation" means the user and technical documentation Engrami makes
    available for the Software.
1.3 "License Key" means the credential (issued and managed via Engrami's
    licensing provider, currently Cryptlex) that authorizes and meters use of the
    Software in accordance with the applicable Subscription.
1.4 "Subscription" means the plan, term, usage limits, deployment scope, and fees
    set out in an Order Form, quote, or online purchase accepted by both parties.
1.5 "Order Form" means an ordering document or online checkout referencing this
    Agreement.
1.6 "Authorized Users" means your employees and contractors who use the Software
    for your internal business purposes and on your behalf.
1.7 "Deployment Environment" means infrastructure that you own or control
    (including your private cloud or VPC) on which you install the Software.
1.8 "Usage Metrics" means the operational counters the Software records (such as
    counts of memory operations) used to administer the Subscription. Usage
    Metrics are counts and metadata only and do not include the content of your
    memories or observations.

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2. LICENSE GRANT
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2.1 Grant. Subject to your compliance with this Agreement and payment of
    applicable fees, Engrami grants you a limited, non-exclusive, non-transferable,
    non-sublicensable, revocable license, during the Subscription term, to:
    (a) install and run the Software within your Deployment Environment;
    (b) permit Authorized Users to use the Software for your internal business
        purposes; and
    (c) use the Documentation in support of such use,
    in each case solely up to the limits and scope of your Subscription and as
    enabled by a valid License Key.
2.2 Self-Hosting. The Software is designed to run entirely within your Deployment
    Environment. Engrami does not require your memory content to leave your
    environment for the Software to function.
2.3 Affiliates. You may permit your Affiliates to use the Software under this
    Agreement provided you remain responsible for their compliance.

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3. LICENSE KEYS, ACTIVATION, AND METERING
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3.1 Activation. The Software requires a valid License Key to operate in licensed
    mode. License Keys are issued, validated, and may be revoked through Engrami's
    licensing provider (Cryptlex) or by Engrami directly.
3.2 Metering. The Software records Usage Metrics to administer your Subscription
    and enforce applicable limits. You agree not to interfere with, disable,
    circumvent, or falsify License Key validation or Usage Metrics.
3.3 Limits. If your usage exceeds the limits of your Subscription, Engrami may
    (a) work with you to expand your Subscription, and/or (b) enforce the limits
    through the Software, as configured.
3.4 Development Mode. Where no License Key is supplied, the Software may operate
    in a clearly identified, unlicensed "development mode" for evaluation only.
    Development mode is not licensed for production use.

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4. RESTRICTIONS
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You shall not, and shall not permit any third party to:
4.1 sell, resell, rent, lease, lend, distribute, or offer the Software as a hosted
    or managed service to third parties (no service-bureau or SaaS resale) except
    as expressly authorized in an Order Form;
4.2 copy the Software except as necessary for your authorized installation and
    for reasonable backup;
4.3 modify, translate, or create derivative works of the Software except as
    expressly permitted in writing;
4.4 reverse engineer, decompile, or disassemble the Software, or attempt to derive
    source code, except to the extent such restriction is prohibited by applicable
    law;
4.5 remove, alter, or obscure any proprietary notices;
4.6 circumvent or disable License Keys, metering, usage limits, security, or
    technical protection measures;
4.7 use the Software to build or assist in building a competing product or service;
    or
4.8 use the Software in violation of applicable law or beyond the scope of your
    Subscription.

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5. OWNERSHIP
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5.1 Engrami IP. Engrami and its licensors own all right, title, and interest in
    and to the Software, Documentation, and all related intellectual property.
    This Agreement grants only the limited license expressly stated; no other
    rights are granted by implication, estoppel, or otherwise.
5.2 Customer Data. As between the parties, you own all data, memories,
    observations, and content you store using the Software ("Customer Data").
    Engrami claims no ownership of Customer Data.
5.3 Feedback. If you provide feedback or suggestions, you grant Engrami a
    perpetual, irrevocable, royalty-free license to use them without restriction.

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6. THIRD-PARTY AND OPEN-SOURCE COMPONENTS
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The Software may include third-party or open-source components licensed under
their own terms (for example, PostgreSQL, pgvector, Apache AGE, and others). Such
components are provided subject to their respective licenses, which control as to
those components. A list is available in the Documentation upon request.

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7. FEES AND TAXES
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7.1 You shall pay all fees set out in the applicable Order Form. Fees are
    non-cancelable and non-refundable except as expressly stated.
7.2 Fees are exclusive of taxes; you are responsible for all applicable taxes
    other than taxes on Engrami's net income.

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8. TERM AND TERMINATION
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8.1 Term. This Agreement begins on first use and continues for the Subscription
    term, renewing as stated in the Order Form.
8.2 Termination for Cause. Either party may terminate for the other's material
    breach not cured within thirty (30) days of written notice. Engrami may
    suspend or terminate the license immediately for breach of Sections 3 or 4.
8.3 Effect of Termination. Upon termination or expiry, your license ends and you
    shall cease use of the Software and, at Engrami's request, delete or destroy
    all copies. You may export Customer Data prior to termination; Customer Data
    resides in your Deployment Environment.
8.4 Survival. Sections 4, 5, 7, 9, 10, 11, 12, and 13 survive termination.

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9. CONFIDENTIALITY
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Each party shall protect the other's Confidential Information with at least
reasonable care and use it only to perform under this Agreement. The Software and
its non-public components are Engrami's Confidential Information.

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10. WARRANTY DISCLAIMER
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EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM, THE SOFTWARE AND DOCUMENTATION ARE
PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ENGRAMI DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
THE SOFTWARE IS NOT DESIGNED FOR HIGH-RISK USES (E.G., LIFE SUPPORT, NUCLEAR, OR
AIR-TRAFFIC CONTROL) AND IS NOT LICENSED FOR SUCH USES.

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11. LIMITATION OF LIABILITY
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11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST
     PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS
     AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
     AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO ENGRAMI IN THE
     TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 The limitations in this Section do not apply to a party's liability for fraud,
     willful misconduct, breach of Section 4 (Restrictions), or amounts owed under
     Section 7 (Fees).

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12. INDEMNIFICATION
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12.1 By Engrami. Engrami will defend you against third-party claims that the
     unmodified Software, used as permitted, infringes such third party's
     intellectual property rights, and will pay resulting costs finally awarded,
     subject to the limitations herein. Engrami may, at its option, modify or
     replace the Software, procure rights, or terminate the affected license and
     refund pre-paid, unused fees.
12.2 By Customer. You will defend Engrami against third-party claims arising from
     your Customer Data or your use of the Software in breach of this Agreement.
12.3 Process. The indemnified party shall give prompt notice, reasonable
     cooperation, and control of the defense to the indemnifying party.

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13. GENERAL
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13.1 Support & SLA. Support and any service levels are as stated in the applicable
     Order Form or support policy.
13.2 Audit. Upon reasonable notice and no more than once per year, Engrami may
     verify your compliance with the Subscription scope through License Key and
     Usage Metrics records.
13.3 Export & Sanctions. You shall comply with applicable export control and
     sanctions laws and shall not use or export the Software in violation thereof.
13.4 Data Protection. Each party shall comply with applicable data-protection laws.
     Because the Software is self-hosted in your Deployment Environment, you are the
     controller of Customer Data and responsible for its lawful processing.
13.5 Assignment. You may not assign this Agreement without Engrami's prior written
     consent, except to a successor in a merger or sale of substantially all assets.
13.6 Governing Law; Venue. This Agreement is governed by the laws of the
     jurisdiction in which Engrami LLP is registered, excluding its conflict-of-laws
     rules, and the parties submit to the exclusive jurisdiction of its courts,
     unless otherwise stated in an Order Form.
13.7 Entire Agreement. This Agreement, together with any Order Form, is the entire
     agreement and supersedes all prior understandings. Order Form terms control
     over conflicting terms in this Agreement.
13.8 Severability; Waiver. If any provision is unenforceable, the remainder remains
     in effect. No waiver is effective unless in writing.
13.9 Notices. Notices to Engrami shall be sent to the contact address Engrami
     designates; notices to you may be sent to your account contact.

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CONTACT
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Engrami LLP
Licensing & Sales: legal@engrami.ai
For License Keys, Subscriptions, and Order Forms, contact your Engrami account team.

© Engrami LLP. All rights reserved. "Engrami" and the Engrami logo are trademarks
of Engrami LLP.

NOTE: This Agreement is a commercial license template provided for the Engrami
distribution. It should be reviewed and finalized by qualified legal counsel and
paired with an Order Form before execution.
