STRYX LABS LICENSE AGREEMENT Version 1.0 Effective MMXXVI This License Agreement ("Agreement") is a legal contract between you ("Licensee" or "you") and STRYX LABS ("Licensor", "Stryx Labs", or "Stryx"), the owner of the Software described below. By downloading, installing, accessing, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not install, copy, access, or use the Software. --------------------------------------------------------------------------- 1. DEFINITIONS --------------------------------------------------------------------------- "Software" means any software product distributed by Stryx Labs under this Agreement, including but not limited to Mneme, together with all binaries, executables, libraries, command-line tools, configuration files, documentation, icons, and accompanying materials. "Official Channels" means the websites stryxlabs.com, mneme.stryxlabs.com, and any other domain or subdomain explicitly designated by Stryx Labs as an official distribution endpoint, and the official binary release artifacts hosted on those domains. "Trademarks" means the names and logos of "Stryx", "Stryx Labs", "Mneme", the Stryx owl mark, the Mneme three-node graph mark, and any other marks identifying products, services, or origin of Stryx Labs. "You" or "your" refers to any individual or legal entity that downloads, installs, accesses, or uses the Software. --------------------------------------------------------------------------- 2. GRANT OF LICENSE --------------------------------------------------------------------------- Subject to your continued compliance with this Agreement, Stryx Labs grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to: (a) download the Software from Official Channels; (b) install the Software on any computing device that you own or control, in any quantity, without per-seat fee or activation requirement; (c) use the Software for any lawful purpose, including personal use, educational use, academic research, internal business operations, commercial use, and production deployment; (d) retain and use the output produced by the Software (such as graphs, reports, exports, and processed data) without restriction; (e) reference the Software by name in non-misleading contexts, such as product reviews, technical articles, and integration documentation. No license fee, subscription, activation key, or registration is required for the rights granted above. The Software is provided to you at no cost. --------------------------------------------------------------------------- 3. RESTRICTIONS --------------------------------------------------------------------------- You may NOT, and you may not permit any third party to: (a) redistribute, republish, mirror, sublicense, rent, lease, lend, sell, resell, or otherwise transfer copies of the Software or any portion of it to any third party, by any means, including without limitation via package repositories, mirror sites, cloud storage, peer-to-peer networks, container registries, or installation scripts hosted on infrastructure other than Official Channels; (b) reverse engineer, decompile, disassemble, deobfuscate, or otherwise attempt to derive the source code, underlying ideas, file formats, algorithms, or non-public interfaces of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (c) modify, adapt, translate, fork, or create derivative works of the Software binaries, configuration schemas, or other distributed artifacts; (d) use the Software, or any output, technique, or insight derived from the Software, to develop, train, market, sell, or operate a product or service that competes with the Software or any other product distributed by Stryx Labs; (e) remove, alter, obscure, or replace any copyright notice, trademark, proprietary marking, identifier, watermark, version stamp, or attribution embedded in or accompanying the Software; (f) use the Trademarks except as expressly permitted by section 2(e), and in particular not in a way that would suggest endorsement, sponsorship, affiliation, or partnership with Stryx Labs without prior written permission; (g) use the Software in violation of applicable law, in connection with the development of weapons of mass destruction, in life-critical systems where failure could result in death or serious bodily harm, or in any manner that infringes the rights of any third party. --------------------------------------------------------------------------- 4. OWNERSHIP AND INTELLECTUAL PROPERTY --------------------------------------------------------------------------- The Software is licensed, not sold. All right, title, and interest in and to the Software, including all intellectual property rights, are and shall remain the exclusive property of Stryx Labs and its licensors. This Agreement does not grant you any ownership interest in the Software. The source code of the Software is proprietary and confidential to Stryx Labs and is not publicly distributed. The Software is distributed solely in compiled binary form through Official Channels. The Trademarks are the exclusive property of Stryx Labs. All rights not expressly granted in this Agreement are reserved by Stryx Labs. --------------------------------------------------------------------------- 5. UPDATES AND NEW VERSIONS --------------------------------------------------------------------------- Stryx Labs may, at its sole discretion, release updates, patches, bug fixes, new features, and new versions of the Software. Such releases may be governed by the same Agreement or by an updated agreement supplied with the release. You are not obligated to install any update. You may continue to use any version of the Software you have previously installed under the terms of the Agreement effective at the time of that installation, subject to section 6. Stryx Labs may, at its sole discretion, discontinue, withdraw, recall, or unpublish any version of the Software, in which case you must cease use of the affected version within a reasonable period if so requested. --------------------------------------------------------------------------- 6. TERMINATION --------------------------------------------------------------------------- This Agreement remains in effect until terminated. This Agreement and all rights granted to you under it will terminate automatically and without notice if you breach any term of this Agreement. Stryx Labs may terminate this Agreement at any time, with or without cause, by providing reasonable notice through Official Channels. Upon termination, you must immediately: (a) cease all use of the Software; (b) destroy all copies of the Software in your possession or control; (c) certify in writing such destruction if requested by Stryx Labs. The provisions of sections 3, 4, 7, 8, 9, 10, and 11 survive termination. --------------------------------------------------------------------------- 7. PRIVACY --------------------------------------------------------------------------- The Software is designed to run entirely on your local computing device. Stryx Labs does not collect telemetry, usage data, error reports, code content, or any other personal or proprietary data from the Software's ordinary operation. Network connections, if any, are initiated only at your explicit request (for example, to check for updates). Information you voluntarily provide to Stryx Labs (such as by emailing hello@stryxlabs.com) is subject to the Stryx Labs Privacy Policy available at stryxlabs.com. --------------------------------------------------------------------------- 8. DISCLAIMER OF WARRANTIES --------------------------------------------------------------------------- THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, STRYX LABS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH ANY SPECIFIC HARDWARE OR SOFTWARE, FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY STRYX LABS OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY. --------------------------------------------------------------------------- 9. LIMITATION OF LIABILITY --------------------------------------------------------------------------- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRYX LABS, ITS OFFICERS, FOUNDERS, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, USE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF STRYX LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF STRYX LABS UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) US$0.00. BECAUSE THE SOFTWARE IS PROVIDED AT NO COST, THIS LIMIT IS INTENDED AND ACCEPTED BY THE PARTIES. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of incidental or consequential damages. In such jurisdictions, the foregoing limitations apply only to the extent permitted by applicable law. --------------------------------------------------------------------------- 10. INDEMNIFICATION --------------------------------------------------------------------------- You agree to indemnify, defend, and hold harmless Stryx Labs, its founders, contractors, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Software in violation of this Agreement; (b) your violation of any applicable law in connection with your use of the Software; (c) your infringement of any third party's rights in connection with your use of the Software or its output. --------------------------------------------------------------------------- 11. GOVERNING LAW AND DISPUTE RESOLUTION --------------------------------------------------------------------------- This Agreement shall be governed by and construed in accordance with the laws of the country in which Stryx Labs has its principal place of business, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that same jurisdiction, and the parties consent to the personal jurisdiction of and exclusive venue in those courts. --------------------------------------------------------------------------- 12. GENERAL --------------------------------------------------------------------------- ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Stryx Labs regarding the Software and supersedes all prior or contemporaneous understandings, communications, and representations, whether oral or written. ASSIGNMENT. You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of Stryx Labs. Stryx Labs may assign this Agreement at its discretion. Any attempted assignment in violation of this section is void. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. WAIVER. The failure of Stryx Labs to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. NO AGENCY. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or franchise relationship between you and Stryx Labs. NOTICES. Stryx Labs may provide notices to you by posting on Official Channels or by email to an address you have provided. You may provide notices to Stryx Labs by email to hello@stryxlabs.com. --------------------------------------------------------------------------- 13. CONTACT --------------------------------------------------------------------------- For licensing questions, permission requests, partnership inquiries, or to report misuse of the Software or Trademarks, contact: Stryx Labs hello@stryxlabs.com https://stryxlabs.com --------------------------------------------------------------------------- Copyright (C) MMXXVI Stryx Labs. All rights reserved. "Stryx", "Stryx Labs", "Mneme", and associated marks are trademarks of Stryx Labs.