EPOCHLY SOFTWARE LICENSE AGREEMENT (ESLA)

Version 2026.01.31
Effective Date: January 31, 2026

Copyright (c) 2025-2026 Epochly Incorporated. All Rights Reserved.

IMPORTANT - READ CAREFULLY: This Epochly Software License Agreement ("Agreement"
or "ESLA") is a legal agreement between you (either an individual or a single
entity, "Licensee" or "you") and the Epochly Incorporated ("Licensor,"
"Epochly," "we," or "us") for the Epochly software, including all associated
documentation, updates, and components (collectively, the "Software").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE
SOFTWARE.

===============================================================================
SECTION 1: DEFINITIONS
===============================================================================

1.1  "Application" means any software program that imports, depends on, or
     integrates with the Software as a library or dependency.

1.2  "Community Edition" means the tier of the Software available at no cost,
     subject to the functional limitations described in Section 2.1.

1.3  "Competitive Activity" means developing, distributing, marketing, selling,
     licensing, or offering as a service any software product or service whose
     primary purpose is Python performance optimization, transparent acceleration,
     JIT compilation for general Python workloads, automatic parallelization of
     Python code, or GPU acceleration of Python workloads. For the avoidance of
     doubt, Competitive Activity does not include: (a) general-purpose profiling
     or debugging tools; (b) infrastructure orchestration tools; (c) hardware-
     specific libraries or drivers; (d) web application frameworks; (e) machine
     learning frameworks whose primary purpose is model training and inference;
     or (f) academic research and publication.

1.4  "Device" means a single physical or virtual machine, including but not
     limited to bare-metal servers, virtual machines, cloud instances, and
     containers. Each virtual machine, cloud instance, or container constitutes
     a separate Device.

1.5  "Enhancement Levels" means the progressive optimization tiers provided by
     the Software: Level 0 (Performance Monitoring), Level 1 (Threading
     Optimization), Level 2 (JIT Compilation), Level 3 (Multi-core
     Parallelism), and Level 4 (GPU Acceleration).

1.6  "Enterprise Agreement" means a separate written agreement between Licensee
     and Licensor governing Enterprise Edition use, which supersedes this ESLA
     where conflicting.

1.7  "Instance License" means a per-Device subscription license for the
     Professional tier of the Software.

1.8  "License Key" means a cryptographically signed string in the format
     "Epochly-TYPE-FEATURES-EXPIRY-MAXCORES-SIGNATURE" (where TYPE indicates
     the license tier, e.g. "PRO" for Professional Edition, and FEATURES is a
     tier identifier such as "pro" for all Professional features) that enables
     specific Software features and tiers, validated using Ed25519 digital
     signatures.

1.9  "Machine Fingerprint" means a one-way SHA-256 cryptographic hash derived
     from hardware and system attributes of a Device, used solely for license
     binding and enforcement as described in Section 3.

1.10 "Professional Edition" means the paid tier of the Software, also referred
     to as the "Instance" tier, providing unrestricted Enhancement Levels and
     resource access on a per-Device basis.

1.11 "Software" means the Epochly Python performance optimization framework,
     including all source code (.py files), compiled components (.so, .pyd,
     .dylib files), documentation, configuration files, CLI tools, and any
     updates or patches provided by Licensor.

1.12 "Trial License" means a time-limited license granting full Professional
     Edition capabilities for evaluation purposes, as described in Section 2.2.

===============================================================================
SECTION 2: LICENSE GRANT
===============================================================================

2.1  COMMUNITY EDITION

     Subject to the terms of this Agreement, Licensor grants Licensee a non-
     exclusive, non-transferable, worldwide, royalty-free license to install and
     use the Community Edition of the Software on any number of Devices, subject
     to the following limitations:

     (a) CPU Core Limit: Maximum of four (4) CPU cores for Level 3 Multi-core
         Parallelism operations.
     (b) GPU Restriction: Level 4 GPU Acceleration is not available.
     (c) Memory Limit: Maximum of sixteen (16) gigabytes of managed memory.
     (d) Enhancement Levels: Levels 0 through 3 only.
     (e) Duration: Perpetual for the installed version, subject to compliance
         with this Agreement.
     (f) Commercial Use: Permitted, except as restricted by Section 7
         (Anti-Competitive Use).
     (g) Registration: No registration or account required.

2.2  TRIAL LICENSE

     Licensor may offer a Trial License under the following terms:

     (a) Duration: Thirty (30) calendar days from activation.
     (b) Capabilities: Full Professional Edition capabilities, including all
         Enhancement Levels (0-4), unlimited CPU cores, and GPU acceleration.
     (c) Limitation: One (1) trial per email address (lifetime limit). One (1)
         trial per Device (lifetime limit).
     (d) Activation: Requires email verification via magic link. The email
         address is cryptographically bound to the Device's Machine Fingerprint.
     (e) Expiration: Upon expiry, the Software automatically degrades to
         Community Edition. No user action required. No data loss occurs.
     (f) Restriction: Trial Licenses may not be used for Competitive Activity
         except as permitted in Section 7.
     (g) Reminder Schedule: Licensor sends email reminders at 15, 7, and 1
         day(s) before expiration.

2.3  PROFESSIONAL (INSTANCE) LICENSE

     Subject to a valid subscription and License Key, Licensor grants Licensee
     a non-exclusive, non-transferable license to use the Professional Edition
     on a single Device, subject to:

     (a) Device Binding: The License Key is cryptographically bound to a single
         Device via Machine Fingerprint. The license cannot be used on a
         different Device without deactivation and reactivation.
     (b) Enhancement Levels: All Enhancement Levels (0-4), including GPU
         Acceleration.
     (c) Resource Limits: Unlimited CPU cores and no memory restrictions.
     (d) Subscription: Requires an active paid subscription at the current rate
         (monthly or annual billing). Current pricing is published at
         https://epochly.com/pricing and may be updated from time to time.
     (e) Offline Grace Period: If the Device cannot connect to Licensor's
         license validation servers, the Software continues to operate at
         Professional tier for seven (7) calendar days. After the grace period,
         the Software degrades to Community Edition until connectivity is
         restored.
     (f) Tiered Degradation: Loss of license validity results in graceful
         degradation to Community Edition. The Software never crashes, produces
         errors, or loses data due to license expiration or validation failure.
     (g) Payment Processing: Payments are processed by Licensor's designated
         payment processor, acting as Merchant of Record. The payment
         processor's terms of service supplement this Agreement for payment-
         related matters. The current payment processor is identified at
         https://epochly.com/pricing.

2.4  ENTERPRISE LICENSE

     Enterprise Edition is available under a separate Enterprise Agreement with
     custom terms negotiated between Licensee and Licensor. Enterprise terms
     supersede this ESLA where conflicting. Enterprise features may include:

     (a) Site-wide or per-device licensing as negotiated.
     (b) Custom SLA and support terms.
     (c) Extended offline grace periods (up to 14 days or custom).
     (d) Offline-only license provisioning for air-gapped environments.
     (e) Custom deployment and integration support.

     Contact: enterprise@epochly.com

2.5  ACADEMIC LICENSE

     Licensor offers complimentary Professional Edition licenses for qualified
     academic and educational use, subject to the following terms:

     (a) Eligibility: Faculty, researchers, and students at accredited
         educational institutions who intend to use the Software for teaching,
         coursework, or non-commercial academic research.
     (b) Application: Eligible individuals must contact Licensor at
         academic@epochly.com to request an Academic License. Licensor may
         require verification of academic affiliation (e.g., a valid .edu
         email address or institutional letter).
     (c) Capabilities: Full Professional Edition capabilities as described in
         Section 2.3, including all Enhancement Levels and unlimited resources.
     (d) Duration: Academic Licenses are issued for one (1) academic year and
         are renewable upon continued eligibility verification.
     (e) Restrictions: Academic Licenses may not be used for commercial
         purposes, revenue-generating activities, or Competitive Activity.
         Academic Licenses are non-transferable.
     (f) Publication: Academic works utilizing the Software must include
         appropriate acknowledgment of Epochly in accordance with standard
         academic citation practices.
     (g) Expiration: Upon expiry or loss of eligibility, the Software
         degrades to Community Edition. No data loss occurs.

===============================================================================
SECTION 3: HARDWARE BINDING AND MACHINE FINGERPRINTING
===============================================================================

3.1  CONSENT TO DATA COLLECTION

     By installing and using the Software, Licensee consents to the collection
     and processing of the following hardware and system attributes for the sole
     purpose of generating a Machine Fingerprint for license enforcement:

     (a) CPU serial number or processor identifier
     (b) Motherboard serial number or board identifier
     (c) Primary disk serial number or partition UUID
     (d) BIOS or UEFI firmware version
     (e) Network interface MAC addresses (up to three unique addresses)
     (f) GPU model and identification information
     (g) Total physical memory configuration
     (h) Operating system installation identifier (machine-id)
     (i) Network interface names and types (up to five interfaces)
     (j) System UUID (hardware UUID)
     (k) Boot identifier (changes on system restart)

3.2  FINGERPRINT PROCESSING

     The eleven (11) attributes listed in Section 3.1 are processed locally on
     the Device into a single one-way SHA-256 cryptographic hash. The original
     attribute values are not transmitted to or stored by Licensor. Only the
     resulting hash is used for license validation.

3.3  DRIFT TOLERANCE

     The Software permits changes to up to two (2) volatile hardware attributes
     (such as boot identifier or network interface changes) without requiring
     license reactivation. Changes to stable attributes (CPU serial, motherboard
     ID, disk serial) are weighted more heavily and may require reactivation.

3.4  DEVICE TRANSFER

     Licensee may transfer a Professional or Enterprise license to a different
     Device by deactivating the license on the original Device and reactivating
     on the new Device, subject to a reasonable cooldown period to prevent abuse.

3.5  VIRTUAL MACHINES AND CONTAINERS

     Each virtual machine, cloud instance, or container constitutes a separate
     Device for licensing purposes. A separate license is required for each.

3.6  CIRCUMVENTION PROHIBITED

     Licensee shall not circumvent, disable, spoof, or interfere with the
     Machine Fingerprinting mechanism, including but not limited to:
     (a) Spoofing hardware identifiers.
     (b) Modifying fingerprint generation code.
     (c) Sharing or cloning Machine Fingerprints between Devices.
     (d) Using virtualization to replicate a single Device's fingerprint.

===============================================================================
SECTION 4: RESTRICTIONS
===============================================================================

4.1  Licensee shall NOT:

     (a) Reverse engineer, decompile, or disassemble any compiled components of
         the Software, including but not limited to native extensions (.so,
         .pyd, .dylib files), the native_guard module, or any obfuscated code.
     (b) Modify, alter, or tamper with the Software's licensing, telemetry,
         enforcement, or security code, including but not limited to the
         license_enforcer, license_crypto, secure_node_auth, binary_integrity,
         time_protection, or secure_storage modules.
     (c) Remove, alter, or obscure any copyright notices, proprietary markings,
         license headers, or trademark notices in the Software.
     (d) Circumvent or attempt to circumvent any technical measures that control
         access to or functionality of the Software, including License Key
         validation, Machine Fingerprint verification, tier enforcement, core
         limits, or feature gates.
     (e) Use the Software in any manner that violates applicable law or
         regulation.
     (f) Operate the Software beyond the limits of Licensee's current tier
         through any means other than upgrading to an authorized tier.

4.2  TIER LIMITS ARE PROGRAMMATICALLY ENFORCED

     The Software enforces tier-specific limits through runtime checks. These
     enforcement mechanisms are integral to the Software and may not be
     bypassed, disabled, or modified. Enforcement results in graceful
     degradation (never hard failure).

===============================================================================
SECTION 5: REDISTRIBUTION
===============================================================================

5.1  NO STANDALONE REDISTRIBUTION

     Licensee may not redistribute the Software as a standalone package, library,
     module, or product, whether modified or unmodified, on any package index
     (including PyPI), repository, download site, or distribution channel.

5.2  APPLICATION DISTRIBUTION

     Licensee may distribute Applications that depend on the Software as a
     library, provided that:
     (a) End users must obtain their own Epochly license (Community or paid).
     (b) The Application does not include a copy of the Software itself.
     (c) The Application's documentation references the Epochly license
         requirement.
     (d) The Application does not expose the Software's internal APIs or
         bypass its licensing mechanisms.

5.3  INTERNAL DISTRIBUTION

     Enterprise Agreement holders may distribute the Software internally within
     their organization as permitted by their Enterprise Agreement.

5.4  ACADEMIC USE

     Publications, research papers, and academic works that utilize the Software
     must include appropriate acknowledgment of Epochly in accordance with
     standard academic citation practices. Academic Licenses are available at
     no cost as described in Section 2.5.

===============================================================================
SECTION 6: INTELLECTUAL PROPERTY
===============================================================================

6.1  OWNERSHIP

     The Software and all copies thereof are proprietary to and owned by
     Licensor. The Software is protected by copyright law and international
     treaty provisions. All rights in the Software not specifically granted in
     this Agreement are reserved by Licensor.

6.2  NO DERIVATIVE WORKS

     Licensee may not create derivative works based on the Software, except as
     necessary for normal use (e.g., configuration, integration with
     Applications).

6.3  NO PATENT LICENSE

     This Agreement does not grant Licensee any rights under any patents held
     by Licensor, except to the extent necessary for normal use of the Software
     in accordance with this Agreement.

6.4  TRADEMARKS

     "EPOCHLY" and associated logos are trademarks of the Epochly Development
     Team. Licensee may not use these trademarks except: (a) to accurately
     identify the Software in documentation; (b) as required by this Agreement;
     or (c) with prior written consent from Licensor.

6.5  LICENSEE'S APPLICATIONS

     Licensee retains all ownership rights in Applications created using the
     Software. This Agreement does not transfer any rights in Licensee's
     Applications to Licensor.

6.6  FEEDBACK

     If Licensee provides feedback, suggestions, or ideas regarding the Software
     ("Feedback"), Licensor may use such Feedback without obligation or
     compensation to Licensee. Licensee grants Licensor a perpetual, irrevocable,
     worldwide, royalty-free license to use, modify, and incorporate Feedback.

===============================================================================
SECTION 7: ANTI-COMPETITIVE USE RESTRICTION
===============================================================================

7.1  COMMUNITY EDITION - EVALUATION AND RESEARCH PERMITTED

     Entities engaged in Competitive Activity may use the Community Edition of
     the Software for:
     (a) Internal evaluation, benchmarking, and research purposes.
     (b) Academic study and publication.
     (c) Interoperability testing and compatibility verification.

7.2  COMMUNITY EDITION - PRODUCTION USE PROHIBITED FOR COMPETITORS

     Entities engaged in Competitive Activity may NOT use the Community Edition:
     (a) In production environments or revenue-generating activities.
     (b) To build, enhance, or train competing products or services.
     (c) To replicate, reverse engineer, or derive algorithms from the Software
         for use in competing products.

7.3  TRIAL, PROFESSIONAL, AND ENTERPRISE - RESTRICTION

     Entities engaged in Competitive Activity may not obtain or use Trial,
     Professional, or Enterprise licenses without prior written consent from
     Licensor. Licensor reserves the right to deny or revoke licenses for
     entities engaged in Competitive Activity.

7.4  BENCHMARKING RESTRICTION

     Published comparative benchmarks that include the Software require prior
     written consent from Licensor. This restriction does not apply to:
     (a) Internal (non-published) benchmarks.
     (b) Academic research published in peer-reviewed venues.
     (c) Benchmarks where the Software is not the primary subject of comparison.

7.5  CARVE-OUTS

     The following activities are expressly NOT considered Competitive Activity:
     (a) Using the Software to optimize Licensee's own applications.
     (b) Developing general-purpose profiling, monitoring, or debugging tools.
     (c) Developing infrastructure orchestration or deployment tools.
     (d) Developing hardware-specific acceleration libraries or drivers.
     (e) Developing domain-specific scientific computing libraries.
     (f) Using the Software in educational or teaching settings.

===============================================================================
SECTION 8: DATA COLLECTION AND PRIVACY
===============================================================================

8.1  MACHINE FINGERPRINT

     The Software collects hardware attributes as described in Section 3 to
     generate a Machine Fingerprint for license enforcement. This data is
     processed as a one-way hash and cannot be reversed to recover the original
     attributes.

8.2  OPERATIONAL TELEMETRY

     The Software may collect anonymous operational telemetry including:

     (a) Compatibility data: module names, compatibility status, error
         information, Software version, Python version, platform, and
         timestamps.
     (b) Performance data: function identifiers (names of functions that are
         JIT-compiled or optimized), compilation backend, compilation time,
         speedup ratios, and Enhancement Level transitions.
     (c) Resource utilization: CPU percentage, memory usage, and GPU
         utilization (aggregate metrics only, no user data).
     (d) Workload classification: workload type label (e.g., "ml_training",
         "data_science") and confidence score.

     This telemetry is used to improve Software performance, power the Epochly
     Lens fleet management dashboard (for Professional and Enterprise
     Licensees), and improve Software compatibility and quality.

     Licensee may opt out of all operational telemetry by setting the
     environment variable EPOCHLY_TELEMETRY=0 or EPOCHLY_DISABLE_TELEMETRY=1,
     or by configuring the file ~/.epochly/config.yaml. Disabling telemetry
     does not affect Software functionality but does disable Lens fleet
     visibility for the affected Device.

8.3  LICENSE VALIDATION

     The Software periodically communicates with Licensor's servers
     (api.epochly.com) to validate license status. This communication includes
     the Machine Fingerprint hash, License Key hash, Software version, and
     validation timestamp. All communication occurs over TLS-encrypted HTTPS.

8.4  WHAT IS NOT COLLECTED

     The Software does NOT collect: source code, function bodies or
     implementations, file contents, file paths, variable names or values,
     user data, passwords, API keys or credentials, financial information,
     browsing history, keystrokes, or screenshots. Function identifiers
     (names only, not source code) may be collected as described in
     Section 8.2(b).

8.5  PRIVACY POLICY

     For complete details on data collection, processing, storage, and rights
     under GDPR, CCPA, and other privacy regulations, see the Epochly Privacy
     Policy at https://epochly.com/legal/privacy.

===============================================================================
SECTION 9: WARRANTY DISCLAIMERS
===============================================================================

9.1  THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF
     ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
     NON-INFRINGEMENT.

9.2  LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S
     REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
     ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

9.3  LICENSOR MAKES NO WARRANTY REGARDING THE DEGREE OF PERFORMANCE
     IMPROVEMENT, IF ANY, THAT LICENSEE WILL ACHIEVE THROUGH USE OF THE
     SOFTWARE. PERFORMANCE RESULTS VARY BASED ON HARDWARE, WORKLOAD
     CHARACTERISTICS, AND CONFIGURATION.

9.4  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE
     A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

===============================================================================
SECTION 10: LIMITATION OF LIABILITY
===============================================================================

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
     LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
     OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA,
     OR DATA USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN
     ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES.

10.2 LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS
     AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY
     LICENSEE TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS
     PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100 USD).

10.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE
     OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
     DAMAGES. IN SUCH JURISDICTIONS, LICENSOR'S LIABILITY SHALL BE LIMITED
     TO THE MAXIMUM EXTENT PERMITTED BY LAW.

===============================================================================
SECTION 11: TERMINATION
===============================================================================

11.1 TERMINATION BY LICENSEE

     Licensee may terminate this Agreement at any time by:
     (a) Uninstalling the Software from all Devices.
     (b) Destroying all copies of the Software in Licensee's possession.
     (c) For subscription licenses: canceling the subscription through the
         designated payment processor or Licensor's account portal.

11.2 TERMINATION BY LICENSOR

     Licensor may terminate this Agreement immediately upon written notice if
     Licensee:
     (a) Materially breaches any term of this Agreement and fails to cure such
         breach within thirty (30) days of written notice.
     (b) Circumvents or attempts to circumvent license enforcement, Machine
         Fingerprinting, or any technical protection measures.
     (c) Engages in Competitive Activity in violation of Section 7.
     (d) Commits fraud, piracy, or unauthorized redistribution.

11.3 SUBSCRIPTION LAPSE

     Non-payment or subscription cancellation does not terminate this Agreement.
     Instead, the Software gracefully degrades to Community Edition. Licensee
     retains the right to use the Community Edition in accordance with Section
     2.1.

11.4 EFFECT OF TERMINATION

     Upon termination:
     (a) All license rights granted under this Agreement cease immediately,
         except as provided in Section 11.3.
     (b) Licensee must uninstall and destroy all copies of the Software.
     (c) Sections 1, 4, 6, 7, 8, 9, 10, 12, 13, and 14 survive termination.

===============================================================================
SECTION 12: EXPORT COMPLIANCE
===============================================================================

12.1 The Software may contain cryptographic components, including but not limited
     to Ed25519 digital signature algorithms, AES-256 encryption, SHA-256
     hashing, and HMAC-SHA256 message authentication. These components may be
     subject to export control regulations.

12.2 Licensee shall comply with all applicable export laws and regulations of
     the United States, including the Export Administration Regulations (EAR),
     and any applicable export laws of the jurisdiction in which Licensee
     resides or uses the Software.

12.3 Licensee represents and warrants that Licensee is not: (a) located in,
     or a national or resident of, any country subject to U.S. trade sanctions
     or embargoes; (b) on any U.S. government denied-party list; or (c)
     intending to use the Software for any purpose prohibited by U.S. export
     laws, including the development of nuclear, chemical, or biological weapons.

===============================================================================
SECTION 13: GOVERNING LAW AND DISPUTE RESOLUTION
===============================================================================

13.1 GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of the State of Delaware, United States of America, without regard
     to its conflict of law provisions.

13.2 ARBITRATION

     Any dispute, controversy, or claim arising out of or relating to this
     Agreement, or the breach, termination, or invalidity thereof, where the
     amount in controversy is less than Two Hundred Fifty Thousand U.S. Dollars
     ($250,000 USD), shall be settled by binding arbitration in accordance with
     the rules of the American Arbitration Association. The place of arbitration
     shall be Wilmington, Delaware.

13.3 LITIGATION

     For disputes exceeding the arbitration threshold, the parties consent to
     the exclusive jurisdiction and venue of the Delaware Court of Chancery
     (or, if the Court of Chancery lacks jurisdiction, the state and federal
     courts located in New Castle County, Delaware).

13.4 CLASS ACTION WAIVER

     LICENSEE AGREES THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE
     WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT LICENSEE WILL
     NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE
     ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY
     PROCEEDING IN WHICH LICENSEE ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE
     CAPACITY.

13.5 INFORMAL RESOLUTION

     Before initiating any formal dispute resolution, the parties agree to
     attempt informal resolution for a period of sixty (60) days from written
     notice of the dispute. Notices shall be sent to: legal@epochly.com.

===============================================================================
SECTION 14: GENERAL PROVISIONS
===============================================================================

14.1 ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement between the parties
     regarding the Software and supersedes all prior or contemporaneous
     agreements, negotiations, and discussions, whether oral or written,
     except for separate Enterprise Agreements executed by both parties.

14.2 SEVERABILITY

     If any provision of this Agreement is held to be unenforceable, such
     provision shall be reformed to the minimum extent necessary to make it
     enforceable, and the remaining provisions shall continue in full force
     and effect.

14.3 WAIVER

     Failure by Licensor to enforce any provision of this Agreement shall not
     constitute a waiver of that provision or the right to enforce it at a
     later time.

14.4 ASSIGNMENT

     Licensee may not assign or transfer this Agreement or any rights hereunder
     without the prior written consent of Licensor. Licensor may assign this
     Agreement in connection with a merger, acquisition, or sale of all or
     substantially all of its assets. Any attempted assignment in violation of
     this section is void.

14.5 NOTICES

     All notices under this Agreement shall be in writing and shall be deemed
     given when delivered by email to the addresses specified herein. Licensor
     may also provide notice through the Software's CLI, update mechanisms, or
     website.

     Licensor notices: legal@epochly.com
     Licensing inquiries: licensing@epochly.com
     Privacy inquiries: privacy@epochly.com
     Enterprise inquiries: enterprise@epochly.com

14.6 AMENDMENTS

     Licensor reserves the right to modify this Agreement. Material changes
     will be communicated with at least thirty (30) days' notice via email
     (for registered users), the Software's CLI messaging system, or the
     Epochly website. Continued use of the Software after the effective date
     of modifications constitutes acceptance. If Licensee does not agree with
     modifications, Licensee's sole remedy is to cease using the Software.

14.7 FORCE MAJEURE

     Neither party shall be liable for any failure or delay in performance due
     to causes beyond its reasonable control, including but not limited to acts
     of God, war, terrorism, pandemic, government action, or failure of third-
     party services.

14.8 THIRD-PARTY COMPONENTS

     The Software may include third-party open-source components, which are
     governed by their respective licenses. A list of third-party components
     and their licenses is available in the NOTICE file distributed with the
     Software.

14.9 RELATIONSHIP OF PARTIES

     This Agreement does not create any agency, partnership, joint venture, or
     employment relationship between the parties.

14.10 HEADINGS

      Section headings are for convenience only and shall not affect the
      interpretation of this Agreement.

===============================================================================

EPOCHLY is a trademark of the Epochly Incorporated.

For licensing inquiries: licensing@epochly.com
For legal inquiries: legal@epochly.com
Website: https://epochly.com

Last Updated: January 31, 2026
