PROPRIETARY SOFTWARE LICENSE

Copyright (c) 2026 Momentiq LLC. All rights reserved.

This software and associated documentation ("sage-blueprint") is the
proprietary property of Momentiq LLC, authored by Patrick Jean.

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1. DEFINITIONS

"Template" means the sage-blueprint software, including all source code,
configuration files, documentation, and associated materials in this
repository.

"Output" means any project, code, or materials generated by applying the
Template through the Copier tool or any other means of instantiation.

"Licensor" means Momentiq LLC.

"Licensee" means any individual or entity that has been granted access to
this repository by Licensor. Access constitutes acceptance of these terms.

"Affiliate" means any entity that directly or indirectly controls, is
controlled by, or is under common control with a Licensee, where
"control" means ownership of more than 50% of voting securities.

2. GRANT

Licensor grants each Licensee a non-exclusive, non-transferable,
royalty-free license to:

  (a) Use, copy, and modify the Template for Licensee's own internal
      business operations;

  (b) Use Output generated from the Template for Licensee's internal and
      commercial purposes, including in Licensee's own products and
      services;

  (c) Permit Licensee's direct employees and individual contractors
      (under written NDA and IP assignment to Licensee) to access the
      Template solely as necessary to exercise the rights in (a) and (b).

3. RESTRICTIONS

Licensee SHALL NOT, without prior written consent from Licensor:

  (a) Sublicense, distribute, publish, sell, lease, rent, or otherwise
      make the Template or any substantial portion thereof available to
      any third party, including Affiliates;

  (b) Transfer or assign any rights hereunder, whether by operation of
      law (including merger, acquisition, or change of control),
      contract, or otherwise;

  (c) Create a competing project scaffolding tool, template system, or
      code generator derived from or substantially similar to the
      Template;

  (d) Remove, alter, or obscure any copyright, proprietary, or license
      notices contained in the Template;

  (e) Use the Template to provide template-as-a-service, managed
      scaffolding, or similar offerings to third parties;

  (f) Open-source, publicly release, or otherwise make available the
      Template or any derivative of the Template under any license;

  (g) Reverse engineer the Template's architecture for the purpose of
      creating a substantially similar work outside the scope of this
      license;

  (h) Permit any Affiliate, subsidiary, parent company, successor
      entity, or acquirer to use the Template unless such entity has
      been separately approved in writing by Licensor.

4. INTELLECTUAL PROPERTY OWNERSHIP

  (a) The Template, including all modifications and improvements to the
      Template itself (as distinct from Output), is and shall remain the
      sole and exclusive property of Momentiq LLC, regardless of who
      creates such modifications or improvements.

  (b) Output generated by a Licensee using the Template is owned by that
      Licensee, subject to Licensor's continuing ownership of the
      Template from which it was derived.

  (c) No rights are granted by implication, estoppel, or otherwise,
      except as expressly set forth in this license.

  (d) Licensee acknowledges that the Template constitutes valuable trade
      secrets and confidential information of Momentiq LLC.

  (e) Feedback and Improvement Suggestions. Use of the Template may
      reveal opportunities for improvement ("Feedback"). Licensee hereby
      assigns to Licensor all right, title, and interest in any
      Feedback, including ideas, suggestions, enhancement requests, bug
      reports, or observations regarding the Template's functionality,
      architecture, or design. Licensee agrees that:

      (i)   Feedback is not Output and shall not be treated as
            Licensee's intellectual property;

      (ii)  Licensor is free to use, implement, modify, or disregard
            Feedback without obligation or compensation to Licensee;

      (iii) Licensor's implementation of Feedback into the Template does
            not create any ownership interest for Licensee in the
            Template or any resulting improvements;

      (iv)  This assignment applies regardless of whether the Feedback
            was identified during Licensee's business hours, using
            Licensee's resources, or in connection with Licensee's
            projects.

5. CONFIDENTIALITY

Licensee shall treat the Template, its architecture, and its
implementation details as confidential information of Momentiq LLC.
Licensee shall protect such information with at least the same degree
of care it uses for its own confidential information, but no less than
reasonable care. This obligation survives termination of this license.

6. CHANGE OF CONTROL

  (a) In the event of a Change of Control of a Licensee (defined as any
      merger, acquisition, sale of all or substantially all assets, or
      any transaction resulting in a change of more than 50% of the
      Licensee's voting securities), the license granted hereunder shall
      automatically terminate 90 days after the closing of such
      transaction unless Licensor provides prior written consent to
      continuation.

  (b) During the 90-day wind-down period, Licensee (or its successor)
      may continue to use existing Output but shall not generate new
      Output from the Template.

  (c) Licensor is under no obligation to grant consent and may condition
      consent on any terms it deems appropriate, including financial
      compensation.

  (d) The Template shall not be included in any valuation, asset
      inventory, or IP schedule of any Licensee for purposes of
      financing, acquisition, or any other transaction. Licensee
      acknowledges that the Template is not an asset of the Licensee.

7. TERM AND TERMINATION

  (a) This license is perpetual for each Licensee, subject to the
      termination provisions herein.

  (b) Licensor may terminate this license for any Licensee upon 30 days'
      written notice if Licensee materially breaches any term and fails
      to cure such breach within the notice period.

  (c) Licensor may revoke repository access at any time, for any reason,
      at its sole discretion. Revocation of access constitutes
      termination of the license.

  (d) Upon termination, Licensee shall:

      (i)   Cease all use of the Template;
      (ii)  Destroy all copies of the Template in its possession or
            control within 30 days;
      (iii) Certify such destruction in writing to Licensor;
      (iv)  Licensee may continue to use and maintain existing Output
            that was generated prior to termination.

  (e) Sections 3, 4, 5, 6, 8, 9, and 10 survive termination.

8. DISCLAIMER OF WARRANTIES

THE TEMPLATE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL MOMENTIQ LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR
REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING FROM THE USE
OF OR INABILITY TO USE THE TEMPLATE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

10. GENERAL

  (a) Governing Law. This license shall be governed by the laws of the
      State of Delaware, without regard to conflict of law principles.

  (b) Severability. If any provision of this license is held invalid or
      unenforceable, the remaining provisions shall continue in full
      force and effect.

  (c) Waiver. No waiver of any term shall be deemed a further or
      continuing waiver of such term or any other term.

  (d) Amendments. This license may only be amended by written instrument
      signed by Licensor.

  (e) Notices. All notices shall be in writing and delivered to the
      addresses on file for each party.

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For licensing inquiries: legal@momentiq.ai
