Product License Agreement

This Product License Agreement (the "Agreement") is a legal agreement between Archaea AI, Inc. ("Archaea") and the customer identified in the applicable Order Form ("Customer") governing Customer's license to and use of the on-premise software products identified in the Order Form. By executing an Order Form that references this Agreement, installing or accessing the Software, or clicking to accept, Customer agrees to this Agreement. If the individual accepting does so on behalf of an entity, that individual represents that they are authorized to bind the entity, and "Customer" refers to that entity. If Customer does not agree, Customer must not install or use the Software.

1. Definitions

1.1"Agent" means an autonomous or semi-autonomous software agent configured, enabled, or deployed using the Software (including Krugle Squad) that is capable of performing tasks, invoking tools, or taking actions based on instructions, goals, or triggers.

1.2"Authorized Users" means Customer's employees and contractors whom Customer authorizes to use the Software, subject to the user or capacity limits in the Order Form.

1.3"Customer Data" means any data, documents, content, prompts, inputs, and materials that Customer or its Authorized Users provide to, load into, or process with the Software, and any Output derived therefrom.

1.4"Documentation" means the then-current technical and user documentation Archaea makes available for the Software.

1.5"Order Form" means an ordering document executed by Customer and by Archaea or an authorized reseller that identifies the Software licensed, the license metrics and quantities, the fees, and the Subscription Period.

1.6"Output" means the results, responses, retrievals, summaries, code, text, and other content generated by the Software in response to Customer Data or Agent activity.

1.7"Software" means the Archaea on-premise software product(s) identified in the Order Form, which may include Krugle Search (enterprise code search), Krugle Biblio (an enterprise retrieval-augmentation platform), and Krugle Squad (an AI worker platform), together with the Documentation and any Updates provided to Customer. Archaea and its authorized resellers may market these products under other names in certain territories, and the Order Form controls which product(s) are licensed. The Software includes any machine-learning models supplied by Archaea as part of a product, but excludes third-party models, services, or software not supplied by Archaea.

1.8"Subscription Period" means the license term set forth in the Order Form.

1.9"Updates" means bug fixes, patches, and updated versions of the Software that Archaea makes generally available to licensed customers during the Subscription Period.

2. License Grant

2.1Subject to these Terms and payment of the applicable fees, Archaea grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Period to install and run the Software on systems within Customer's control (whether on Customer's own premises or a Customer-controlled hosting environment as described in Section 3), and to permit Authorized Users to use the Software and Output, in each case solely for Customer's internal business purposes and within the license metrics and quantities specified in the Order Form.

2.2The Software is licensed, not sold. Archaea and its licensors reserve all rights not expressly granted. No rights are granted to any source code, model weights, or components except as expressly stated or as required by the terms of any open-source license under Section 7.

3. Deployment; Customer Environment; Third-Party Hosting

3.1Customer Environment. The Software is delivered for installation and operation in Customer's environment. Customer is solely responsible for provisioning, configuring, securing, maintaining, and operating the hardware, networks, systems, and infrastructure on which the Software runs, and for meeting the minimum environment requirements in the Documentation. Archaea does not host the Software and provides no availability, uptime, or service-level commitment for Customer's deployment.

3.2Third-Party Hosting Providers. Customer may deploy the Software in a hosting environment operated by a third party (for example, a cloud, hosting, or managed-service provider) (a "Hosting Provider"). Customer remains fully responsible for compliance with these Terms regardless of where the Software is deployed. Customer's relationship with any Hosting Provider, and that provider's own terms of service, govern the provision of the hosting infrastructure; Archaea is not a party to and has no responsibility or liability for the Hosting Provider's infrastructure, acts, omissions, or terms. Customer will ensure that any Hosting Provider is bound to protect the Software and Archaea's Confidential Information on terms no less protective than these Terms, and Customer is responsible for the Hosting Provider's acts and omissions with respect to the Software as if they were Customer's own.

3.3Air-Gapped Deployments. For air-gapped or network-isolated deployments, certain features that depend on outbound connectivity (including automatic Updates and telemetry) may be unavailable, and Customer is responsible for applying Updates through the delivery mechanism Archaea provides.

4. Restrictions; Acceptable Use

4.1Customer will not, and will not permit any Authorized User or third party to:

• (a)copy, modify, or create derivative works of the Software except as expressly permitted; reverse engineer, decompile, or disassemble the Software or attempt to derive source code, model weights, or underlying structure, except to the extent this restriction is prohibited by applicable law;
• (b)rent, lease, lend, sell, sublicense, distribute, host as a service, or otherwise make the Software available to any third party, or use the Software to provide services to third parties, except as expressly authorized in the Order Form;
• (c)use the Software or Output to develop, train, or improve any competing machine-learning model or product, or to benchmark the Software for competitive purposes;
• (d)remove, alter, or obscure any proprietary notices, or exceed the license metrics or Authorized User limits in the Order Form;
• (e)use the Software in violation of applicable law, or to generate, retrieve, or process content that is unlawful, infringing, or that violates the rights of others; or
• (f)use the Software or any Agent to make decisions that produce legal or similarly significant effects concerning individuals (including in employment, credit, housing, healthcare, or legal matters) without meaningful human review, or for any high-risk use prohibited by applicable law.

4.2Responsibility for Use. Customer is responsible for all use of the Software under its Authorized User accounts and within its environment, and for ensuring its Authorized Users comply with these Terms.

5. Output

5.1Ownership of Output. As between the parties, Customer owns the Output generated from its Customer Data, subject to Archaea's rights in the Software. Customer is responsible for its use of Output.

5.2Nature of Output; No Reliance. The Software uses machine-learning and generative techniques. Output is probabilistic, may be inaccurate, incomplete, or misleading, and may not be unique to Customer — similar inputs may generate similar Output for other customers. Customer is responsible for evaluating Output for accuracy and suitability and must not rely on Output as a sole basis for decisions without appropriate human review. Archaea does not warrant the accuracy, completeness, or reliability of Output.

5.3Non-Determinism; Model Changes. Because the Software is non-deterministic, identical or similar inputs may produce different Output, and Output may vary across versions of the Software and its models. Archaea may update models and features over time, which may change Output.

6. Customer Data; No Model Training; Telemetry

6.1Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Archaea no rights in Customer Data except as necessary to provide support that Customer requests.

6.2No Access; No Model Training. Because the Software runs in Customer's environment, Customer Data and Output remain within Customer's systems. Archaea does not access, collect, or receive Customer Data or Output in the ordinary operation of an on-premise deployment, and Archaea will not use Customer Data or Output to train, fine-tune, or improve any foundation or machine-learning model. Any Customer Data that Customer voluntarily provides to Archaea in connection with a support request will be used solely to provide the requested support.

6.3Telemetry. If enabled and permitted by Customer's configuration, the Software may transmit to Archaea limited technical telemetry regarding software performance, errors, and usage. Such telemetry will not include Customer Data or Output and will be used only to maintain and improve the Software. Customer may disable telemetry, and telemetry is not transmitted in air-gapped deployments.

6.4Customer Responsibilities. Customer is responsible for the content of Customer Data and for having the necessary rights and consents to process Customer Data with the Software, and for complying with all applicable data-protection and privacy laws (including, where applicable, Japan's Act on the Protection of Personal Information) in its use of the Software.

7. Third-Party and Open-Source Components

7.1The Software may include or interoperate with third-party software, models, or components, including open-source components. Open-source components are licensed under their own license terms, which govern their use and, in case of conflict with these Terms, control solely as to those components. Third-party models or services that Customer elects to use with the Software are subject to the applicable third-party terms, and Archaea is not responsible for them. A list of material third-party and open-source components is available in the Documentation or upon request.

8. Fees and Taxes

8.1Customer will pay the fees set forth in the Order Form. Except as expressly stated in these Terms, fees are non-refundable and payment obligations are non-cancelable. Fees are exclusive of taxes, which are Customer's responsibility (other than taxes on Archaea's net income). Where the Software is licensed through a reseller, fees and payment terms are as set forth between Customer and the reseller in the Order Form.

8.2Sales Through Authorized Resellers. Archaea sells the Software both directly and through authorized resellers. Where Customer licenses the Software through an authorized reseller, that reseller issues the Order Form and collects fees, and Customer's payment obligations run to the reseller; Archaea remains the licensor of the Software and this Agreement governs Customer's license and use of it. Nothing an authorized reseller states or agrees varies this Agreement unless Archaea agrees in writing.

9. Support, Updates, and Maintenance

9.1During the Subscription Period, Archaea (directly or through an authorized reseller) will provide support and make Updates available in accordance with Archaea's then-current support policy or as stated in the Order Form. Customer is responsible for installing Updates in its environment. Archaea is not obligated to support versions of the Software other than the current and immediately prior release.

10. Proprietary Rights; Feedback

10.1Ownership of Software. Archaea and its licensors own and retain all right, title, and interest in and to the Software, including all Intellectual Property Rights and all models, software, and improvements therein. No title to the Software passes to Customer.

10.2Feedback. If Customer provides suggestions, enhancement requests, or other feedback regarding the Software, Customer grants Archaea a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Software without restriction or obligation to Customer.

11. Confidentiality

11.1Each party (as "Recipient") will protect the other party's Confidential Information using at least reasonable care, will not use it except to exercise its rights and perform its obligations under these Terms, and will not disclose it except to its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these Terms. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential; the Software and its performance are Archaea's Confidential Information. The obligations do not apply to information that is or becomes public through no fault of Recipient, was rightfully known or received without confidentiality obligation, or is independently developed, and do not prevent disclosure required by law provided the Recipient gives reasonable notice where legally permitted.

12. Limited Warranty; Disclaimers

12.1Limited Warranty. Archaea warrants that, during the Subscription Period, the Software will operate materially in conformance with the Documentation when installed and used in accordance with the Documentation and these Terms. Customer's sole and exclusive remedy, and Archaea's entire liability, for breach of this warranty is that Archaea will use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within a reasonable time, Customer may terminate the affected license and receive a refund of prepaid, unused fees for the affected Software. This warranty does not apply to non-conformities arising from Customer's environment, modifications not made by Archaea, combination with items not supplied by Archaea, or use not in accordance with the Documentation.

12.2EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 12.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, AND OUTPUT ARE PROVIDED "AS IS," AND ARCHAEA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ARCHAEA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.

13. Indemnification

13.1By Archaea. Archaea will defend Customer against any third-party claim alleging that the Software, as provided by Archaea and used in accordance with these Terms, infringes such third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. Archaea's obligations do not apply to claims arising from (a) Customer Data or Output; (b) modification of the Software other than by Archaea; (c) combination or use of the Software with items not supplied by Archaea where the claim would not have arisen but for the combination; (d) open-source or third-party components governed by their own terms; or (e) use of the Software not in accordance with these Terms or the Documentation. If the Software is or may become subject to an infringement claim, Archaea may procure the right to continue use, replace or modify the Software, or terminate the affected license and refund prepaid, unused fees. This Section states Archaea's entire liability and Customer's exclusive remedy for infringement.

13.2By Customer. Customer will defend Archaea against any third-party claim arising from Customer Data, Customer's use of the Software or Output, use of an Agent, or Customer's breach of these Terms, and will pay damages finally awarded or agreed in settlement.

13.3Procedure. Each indemnity is conditioned on the indemnified party promptly notifying the indemnifying party, giving it sole control of the defense and settlement (subject to not admitting liability on the indemnified party's behalf without consent), and providing reasonable cooperation.

14. Limitation of Liability

14.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

14.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SOFTWARE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3Exclusions. The limitations in this Section do not apply to Customer's payment obligations, a party's indemnification obligations, or Customer's breach of the license scope or restrictions. The parties agree these limitations are an essential basis of the bargain.

15. Term and Termination

15.1Term. These Terms begin on the earlier of the Order Form effective date or Customer's first installation of the Software and continue for the Subscription Period, unless terminated earlier. Either party may terminate for the other party's material breach that remains uncured thirty (30) days after written notice.

15.2Effect of Termination. Upon expiration or termination, all licenses end, and Customer will cease using and, at Archaea's request, delete or destroy all copies of the Software (including models supplied by Archaea) in its environment and certify such deletion. Customer retains its Customer Data and Output. Sections regarding Restrictions, Output, Proprietary Rights, Confidentiality, Disclaimers, Indemnification, Limitation of Liability, and General survive.

16. Compliance; Export

16.1Each party will comply with applicable laws in performing under these Terms. Customer will comply with all applicable export control and sanctions laws, will not export, re-export, or use the Software in violation of such laws, and represents that it and its Authorized Users are not subject to sanctions or located in an embargoed jurisdiction. Customer will use the Software in compliance with applicable laws and regulations governing artificial intelligence.

17. General

17.1Governing Law. These Terms and any action related to them are governed by the laws of the State of California, without regard to conflicts-of-laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2Other. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. These Terms, together with the Order Form and any schedules, are the entire agreement and supersede prior discussions on the subject matter; in case of conflict, an Order Form executed by Archaea controls, and a schedule controls over the body for its subject matter. No modification is effective unless in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Neither party is liable for delays due to causes beyond its reasonable control. The parties are independent contractors. Notices must be in writing to the addresses in the Order Form.