SOFTWARE LICENSE AGREEMENT

‍This Software License Agreement ("Agreement") is entered intoby and between Karana Dynamics Inc. ("Licensor"), a Californiacorporation, and the customer ("Licensee") accessing or using thesoftware product(s) provided by Licensor.

‍1. DEFINITIONS "Program(s)" means the     software provided by Licensor, including any updates or enhancements. "License Form" refers     to a document (physical or electronic) specifying the scope of license     purchased.

‍2. LICENSE GRANT AND SCOPE
(a) Licensor grants Licensee a non-exclusive, non-transferable license to usethe Program(s) solely for internal business purposes, subject to the terms ofthis Agreement.
(b) The license may be provided as a Paid-Up License (perpetual) or LeaseLicense (time-limited).
(c) Licensee may not: (i) reverse engineer, decompile, or disassemble theProgram(s), (ii) distribute, sublicense, rent, or lease the Program(s), or(iii) remove any proprietary notices.
(d) Licensee agrees not to exceed the number of licensed users or concurrentsessions as specified in the License Form.

‍3. DELIVERY AND INSTALLATION
Licensor will make the Program(s) available to Licensee electronically.Licensee is responsible for installation and configuration.

‍4. OWNERSHIP AND INTELLECTUAL PROPERTY
The Program(s) are licensed, not sold. Licensor retains all rights, title, andinterest in and to the Program(s), including all intellectual property rights.

‍5. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of non-public informationdisclosed in connection with this Agreement and to use it only as permittedherein.

‍6. EXPORT CONTROLS
Licensee agrees to comply with all applicable U.S. export laws and regulations.The Program(s) may be subject to U.S. export jurisdiction, including ECCN9D515. Licensee shall not export, re-export, or use the Program(s) in violationof any applicable laws, including restrictions against use by entities orindividuals from embargoed or restricted countries.

‍7. INDEMNIFICATION
(a) Licensor will defend and indemnify Licensee against third-party claims thatthe Program(s) infringe U.S. copyrights, trademarks, or trade secrets, providedthat Licensee: (i) promptly notifies Licensor, (ii) allows Licensor to controlthe defense, and (iii) cooperates as necessary. If infringement is found orlikely, Licensor may: (i) modify or replace the Program(s), (ii) procurecontinued use, or (iii) terminate the license and refund a prorated amount(based on 36-month straight-line depreciation).
(b) Licensor’s obligations do not apply to claims arising from: (i) misuse ofthe Program(s), (ii) failure to use updated versions, or (iii) continued useafter notice.

‍8. LIMITATION OF LIABILITY
Except for Licensor’s indemnification obligations or willful misconduct: Licensor’s aggregate liability     will not exceed the license fees paid in the twelve (12) months preceding     the claim. Licensor shall not be liable for     indirect, special, incidental, or consequential damages. These limitations apply     regardless of the theory of liability.

‍9. TECHNICAL ENHANCEMENTS AND CUSTOMER SUPPORT (TECS)
Licensor provides support for the two most recent software versions, including: Web-based forum, email, and (if     necessary) telephone support. Bug fixes and minor releases at     Licensor’s discretion.
    TECS may be included with Lease Licenses and optionally renewable for     Paid-Up Licenses.

‍10. MISCELLANEOUS
(a) Notices must be delivered to the parties’ contact information in theLicense Form.
(b) Licensee may not assign this Agreement without Licensor’s prior writtenconsent.
(c) Sections 2(e), 2(f), 3(c), 4, 5, 6, 7, 8, and 10 survive termination.
(d) This Agreement is governed by the laws of California, excludingconflict-of-laws principles and the CISG.
(e) Jurisdiction is exclusively in state or federal courts located inCalifornia.
(f) If any provision is invalid, the remainder remains enforceable.
(g) No waiver is effective unless in writing.
(h) Risk of loss passes upon delivery.
(i) This is the complete agreement. It overrides all prior agreements andpurchase orders.

‍11. LICENSE COMPLIANCE SYSTEM
The Program(s) includes a third-party API-based License Compliance System toenforce license validity and usage restrictions. It may transmit non-personaldata (e.g., IP, hostname, license key) to verify active licenses andconcurrency. Use of the Program(s) implies consent to this system. See ourPrivacy Policy: https://www.karanadyn.com/privacy-policy

‍12. DATA ANALYTICS
As part of Licensor’s improvement efforts, the Program(s) may report: (i)hardware/OS summary, (ii) internal error data, and (iii) high-level usagepatterns. No personal data is intentionally collected.

‍IN WITNESS WHEREOF, the parties have executed this Agreement by electronic acceptance or authorized signature.