Commercial License Agreement 1.0

ARCXA
Commercial License Agreement
Version 1.0

This Commercial License Agreement ("Agreement") is entered into between
Equitus Corporation, a Florida corporation ("Licensor"), and the entity or
individual completing purchase or accepting these terms ("Licensee"). By
installing or using ARCXA in a Production environment, Licensee agrees to be
bound by the terms of this Agreement.

1. DEFINITIONS

Licensed Software
ARCXA, including all binaries, configuration files, documentation, and
updates delivered under this Agreement.

Production Use
Any deployment in a live, client-facing, revenue-generating, or regulated
environment, or any environment other than development, testing, or staging.

Node
A single running instance of the Licensed Software. Containerized
deployments count one Node per running container instance.

License Fee
$5,000 USD per Node per year, invoiced annually in advance.

Subscription Term
One (1) year from the Effective Date, renewing automatically unless either
party provides thirty (30) days written notice of non-renewal before the
renewal date.

Effective Date
The date Licensee completes purchase or executes this Agreement.

2. LICENSE GRANT

Subject to timely payment of all License Fees and full compliance with this
Agreement, Licensor grants Licensee a non-exclusive, non-transferable,
non-sublicensable license to:

- Deploy and operate the Licensed Software in Production Use on the number
of Nodes covered by the paid License Fee
- Use the Licensed Software's features, APIs, connectors, and integrations
as documented
- Make copies of the Licensed Software solely for backup and disaster
recovery purposes

This license does not include the right to modify, reverse engineer, decompile,
disassemble, or create derivative works of the Licensed Software, except to the
limited extent expressly permitted by applicable law and only after providing
Licensor with prior written notice.

3. LICENSE FEE AND PAYMENT

3.1 Fee
The License Fee is $5,000 USD per Node per year. Fees are invoiced
annually in advance on or before each Effective Date or renewal date.

3.2 Payment Terms
Payment is due within thirty (30) days of invoice. Invoices unpaid after
thirty (30) days accrue interest at 1.5% per month or the maximum rate
permitted by applicable law, whichever is lower.

3.3 Taxes
License Fees are exclusive of all applicable sales, use, VAT, or similar
taxes. Licensee is responsible for all such taxes, excluding taxes on
Licensor's net income.

3.4 No Refunds
All License Fees are non-refundable except as expressly required by
applicable law or agreed in writing by Licensor.

4. NODE COUNT AND AUDIT

4.1 Accurate Count
Licensee shall maintain an accurate count of Nodes in Production Use at
all times. Additional Nodes beyond the licensed count require purchase of
additional licenses prior to deployment.

4.2 Audit Rights
Licensor may audit Licensee's deployment records once per calendar year
upon thirty (30) days written notice. Licensee shall cooperate reasonably
with any audit.

4.3 Underpayment
If an audit reveals unlicensed Nodes, Licensee shall pay the applicable
License Fee for all unlicensed Nodes for the full period of unauthorized
use, plus a 10% audit surcharge on the underpaid amount.

5. PERMITTED AND PROHIBITED USES

Permitted:
- Production deployment on licensed Nodes
- Use by Licensee's employees and contractors acting solely on Licensee's
behalf
- Integration with Licensee's internal and client-facing systems
- Development and evaluation use under the separate Business Source License
(BSL) 1.1 terms

Prohibited:
- Sublicensing, reselling, or redistributing the Licensed Software as a
standalone product or managed service without a separate written Delivery
Partner Agreement with Licensor
- Deploying the Licensed Software for multiple end clients in a shared
multi-tenant environment without a Delivery Partner Agreement
- Removing or altering any proprietary notices, trademarks, or license
statements embedded in the Licensed Software
- Using the Equitus, ARCXA, or ARCXA trademarks in any manner without prior
written approval from Licensor

6. INTELLECTUAL PROPERTY

The Licensed Software, including all copies, updates, and improvements,
remains the exclusive intellectual property of Equitus Corporation. This
Agreement conveys no ownership rights of any kind. All rights not expressly
granted are reserved by Licensor.

Licensee retains all rights to its own data, schemas, ontologies, business
rules, and transformation outputs produced using the Licensed Software.

7. CONFIDENTIALITY

Each party agrees to hold the other party's Confidential Information in strict
confidence using at least the same degree of care used to protect its own
confidential information, and no less than reasonable care. Confidential
Information means any non-public information disclosed in connection with this
Agreement, including pricing, technical documentation, product roadmap, and
customer data.

Confidentiality obligations do not apply to information that: (a) is or
becomes publicly available without breach by the receiving party; (b) was
independently developed by the receiving party without reference to the
disclosing party's information; or (c) is required to be disclosed by
applicable law or valid court order, provided the receiving party gives prior
written notice where permitted.

8. WARRANTIES AND DISCLAIMERS

8.1 Licensor Warranty
Licensor warrants that the Licensed Software will perform materially in
accordance with its published documentation during the Subscription Term.
Licensor's sole obligation for breach of this warranty is to use
commercially reasonable efforts to correct the non-conformity within a
reasonable period.

8.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE LICENSED SOFTWARE IS
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS
INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LICENSED
SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE IN THE
TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1 Term
This Agreement commences on the Effective Date and continues for the
Subscription Term, renewing automatically for successive one-year terms
unless terminated as provided herein.

10.2 Termination for Convenience
Either party may terminate this Agreement effective at the end of the
then-current Subscription Term by providing thirty (30) days written
notice prior to renewal.

10.3 Termination for Cause
Licensor may terminate this Agreement immediately upon written notice if
Licensee materially breaches any term of this Agreement and fails to cure
such breach within fifteen (15) days after receiving written notice of the
breach.

10.4 Effect of Termination
Upon termination or expiration, all licenses granted herein terminate
immediately. Licensee shall cease all Production Use of the Licensed
Software and, upon Licensor's written request, certify such cessation in
writing. No refund of prepaid fees is owed for the remainder of any
terminated term.

11. GENERAL

11.1 Governing Law
This Agreement is governed by the laws of the State of Florida, without
regard to conflict of law provisions. The parties consent to exclusive
jurisdiction in the state and federal courts of Pinellas County, Florida.

11.2 Dispute Resolution
Before initiating legal proceedings, the parties agree to attempt
resolution through good-faith negotiation for thirty (30) days following
written notice of the dispute.

11.3 Entire Agreement
This Agreement, together with any executed Order Form, constitutes the
entire agreement between the parties regarding its subject matter and
supersedes all prior agreements and representations.

11.4 Amendment
This Agreement may only be amended by a written instrument signed by
authorized representatives of both parties.

11.5 Severability
If any provision is held invalid or unenforceable, the remaining provisions
continue in full force and effect.

11.6 Waiver
Failure by either party to enforce any provision shall not constitute a
waiver of the right to enforce such provision in the future.

11.7 Notices
All notices shall be in writing and delivered to info@equitus.ai or the
address provided at time of purchase.