Software License Agreement

1. Grant of License

1.1 License Scope

Subject to this Agreement and payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the MAESTRO platform solely for Licensee's internal U.S. business operations during the applicable Subscription Term.

1.2 Authorized Users

Licensee may permit employees, contractors, and agents ("Authorized Users") to access the Service within its Subscription Plan user limits. Licensee is responsible for all acts and omissions of Authorized Users.

1.3 Free Trial License

Free trial or freemium access is provided at Licensor's sole discretion and may be modified or terminated at any time without notice.

2. License Restrictions

Licensee shall not, and shall not permit any third party to:

• Copy, modify, adapt, or create derivative works of the Service
• Reverse engineer, disassemble, or decompile any component of the Service
• Sublicense, sell, resell, transfer, or commercially exploit the Service to third parties
• Remove or alter any proprietary notices or marks on the Service
• Use the Service to build a product or service that competes with MAESTRO
• Use the Service to systematically extract data for training AI models not owned by Licensor
• Circumvent any technical limitations, security features, or access controls
• Access the Service in a manner intended to avoid fees or exceed usage limits

3. Intellectual Property Ownership

3.1 Licensor IP

All right, title, and interest in the MAESTRO platform — including its software, AI Agent architecture, orchestration layer, skill primitives, APIs, and documentation — remain the exclusive property of e-Tech Solutions Inc.. No rights are granted except as expressly stated herein.

3.2 Licensee IP

Licensee retains all right, title, and interest in Customer Data. Licensee grants Licensor a limited license to process Customer Data solely to provide the Service.

3.3 AI-Generated Output

AI-Generated Output produced during authorized use is assigned to Licensee, subject to: (a) Licensor's underlying rights in the Service; (b) Third-Party AI Provider terms; and (c) Licensee's compliance with this Agreement. Licensor makes no warranty regarding the ownership, patentability, or copyrightability of AI-Generated Output.

3.4 Feedback

Licensor may use any feedback or suggestions from Licensee without restriction, compensation, or obligation.

4. Third-Party AI Providers

The Service integrates with Third-Party AI Providers including Anthropic, OpenAI, Google, and others. Licensor does not own or control those models. AI capabilities may be affected by changes in those providers' terms, availability, or capabilities. Licensor will make information about material third-party licenses available upon request.

5. Updates, Modifications, and Support

5.1 Updates

Licensor may update, patch, or modify the Service at any time. Updates that materially reduce functionality will be communicated with reasonable notice. Continued use after an update constitutes acceptance.

5.2 Deprecation

Licensor will provide at least 90 days' notice before deprecating features relied upon by paid subscribers.

5.3 Support

Technical support is provided according to the active Subscription Plan.

6. Confidentiality

Each party agrees to keep the other party's non-public technical, business, and financial information confidential for three (3) years following termination, except for trade secrets, which are protected indefinitely under applicable law.

7. Warranties and Disclaimers

7.1 Licensor Warranty

Licensor warrants that: (a) it has the right to grant the licenses in this Agreement; and (b) the Service will function materially in accordance with applicable documentation under normal conditions.

7.2 Disclaimer of Warranties

EXCEPT AS PROVIDED IN SECTION 7.1, THE SERVICE IS PROVIDED "AS IS." LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.3 AI Output Disclaimer

AI-GENERATED OUTPUT IS NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON AI-GENERATED OUTPUT. LICENSOR IS NOT RESPONSIBLE FOR DECISIONS MADE BASED ON AI-GENERATED OUTPUT.

8. Term and Termination

8.1 Term

This Agreement commences when Licensee first accesses the Service and continues for the Subscription Term unless earlier terminated.

8.2 Termination for Cause

Either party may terminate upon written notice if the other party materially breaches and fails to cure within 30 days of notice, or becomes insolvent.

8.3 Termination for Convenience

Licensee may terminate by cancelling its subscription. Licensor may terminate with 30 days' written notice.

8.4 Effect of Termination

Upon termination: (a) all licenses cease; (b) Licensee must cease use of the Service; (c) each party shall return or destroy confidential information; and (d) Licensor will make Customer Data available for export for 30 days.

8.5 Survival

Sections 2, 3, 6, 7, 9, 10, 11, and any provisions that by their nature should survive, shall survive termination.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.

9.2 Aggregate Liability Cap

LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) $100 USD. THIS CAP APPLIES REGARDLESS OF THE NUMBER OR NATURE OF CLAIMS.

9.3 Third-Party AI Provider Carve-Out

LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR CLAIM ARISING FROM OR RELATED TO: (A) THE FAILURE, UNAVAILABILITY, DEGRADATION, OR CHANGED OUTPUT OF ANY THIRD-PARTY AI PROVIDER; (B) CHANGES TO A THIRD-PARTY AI PROVIDER'S API, TERMS, OR CAPABILITIES; OR (C) OUTPUT PRODUCED BY THIRD-PARTY AI MODELS DELIVERED THROUGH THE SERVICE. LICENSEE'S SOLE RECOURSE FOR ISSUES ORIGINATING WITH A THIRD-PARTY AI PROVIDER IS AGAINST THAT PROVIDER DIRECTLY.

9.4 Essential Basis

The parties acknowledge these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain. Without these limitations, Licensor would not provide the Service.

10. Force Majeure

Neither party shall be liable for delay or failure to perform obligations to the extent caused by circumstances beyond that party's reasonable control, including: acts of God or nature; war, terrorism, or civil unrest; governmental actions or sanctions; pandemic or public health emergency; internet or telecommunications infrastructure failures; widespread cyberattacks or denial-of-service events; power or utility outages; or the failure, suspension, or degradation of Third-Party AI Providers or cloud infrastructure vendors ("Force Majeure Event").

The affected party shall promptly notify the other party, use commercially reasonable efforts to mitigate the impact, and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected services without liability upon written notice.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Arizona. Disputes shall be resolved by binding arbitration under the JAMS Streamlined Arbitration Rules, conducted in Pima County, Arizona. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

12. Export Compliance

Licensee agrees to comply with all applicable U.S. export control laws and U.S. Export Administration Regulations. Licensee represents it is not located in a country subject to U.S. sanctions.

13. Changes to This Agreement

We may modify this Agreement at any time. Material changes will be communicated with at least 14 days' advance notice via email or in-Service notification. Changes required for legal compliance or security may take effect immediately. Continued use after changes take effect constitutes acceptance.

14. General Provisions

• Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, and any Order Form, constitutes the entire agreement between the parties.
• Order of Precedence: (1) Signed Order Form; (2) This Agreement; (3) Terms of Service.
• Severability: If any provision is found unenforceable, the remaining provisions continue in effect.
• No Waiver: Failure to enforce any provision is not a waiver of future enforcement.
• Notices: Legal notices to Licensor: legal@maestroworks.io