License

Enterprise Software Integration License Agreement

This Enterprise Software Integration License Agreement (the “Agreement“) is entered into and made effective as of the date of final purchase confirmation, payment clearance, or digital execution via marketplace (the “Effective Date”).

BETWEEN:

Technodata Inc., a corporation duly registered and operating under the laws of the Province of Alberta, Canada, with its principal office located in Calgary, Alberta (hereinafter referred to as the “Licensor”).

AND:

The corporate entity purchasing this commercial asset for internal software development and product integration purposes (hereinafter referred to as the “Licensee”).

1. Definitions

“Licensed Codebase” means the expert-curated source code, Visual Studio solutions, WPF user controls, WinForms elements, module templates, logic frameworks, and accompanying documentation licensed by the Licensor under this specific enterprise tier.

“Derivative Works” means any modification, expansion, translation, compilation, or transformation of the Licensed Codebase executed by or on behalf of the Licensee.

“Licensee Product” means a broader, proprietary software application owned and distributed by the Licensee that integrates elements or functions of the Licensed Codebase.

2. Grant of License & White-Label Rights

Subject to the terms and conditions of this Agreement and full payment of the applicable fees, Licensor grants Licensee a non-exclusive, worldwide, perpetual, non-transferable, and royalty-free license to:

Modify and Integrate: Copy, modify, adapt, compile, and merge the licensed codebase directly into proprietary licensee products. For the avoidance of doubt, embedding the licensed codebase into proprietary licensee products is fully optional and not mandatory.

White-Label: Strip, remove, or replace any text-based corporate branding, headers, logos, and copyright notices belonging to “Technodata Inc.” within the user-facing UI controls, viewports, and application dashboards, and substitute them with Licensee’s own corporate identity. Licensee is fully authorized to strip Technodata’s branding and deploy the software immediately as own.

Customer Support: Assume sole responsibility for providing all technical support, customer service, and maintenance to end-users of the white-labeled or integrated software. Licensor shall have no obligation to provide support directly to Licensee’s customers or end-users.

3. Strict Restrictions & Sub-Licensing Ban

No Raw Reselling: The Licensee is strictly prohibited from selling, sub-licensing, renting, leasing, distributing, or transferring the raw, uncompiled source code, or any structural portion thereof, to any third-party developers, software consulting firms, or external entities.

Compiled Distribution Only: The rights granted herein allow distribution of the logic only when fully compiled, obfuscated, or structurally integrated into a broader, commercial binary or web application package distributed to end-users.

4. Explicit Exclusion of AI and LLM Training Rights

No AI Model Ingestion: This Enterprise Software Integration License is granted strictly and exclusively for traditional software integration, compilation, and product development.

Prohibition on Tokenization and Training: Under no circumstances shall the Licensee, its employees, affiliates, or contractors use, ingest, scrape, parse, tokenize, or process the Licensed Codebase for the purpose of training, fine-tuning, validating, or optimizing Large Language Models (LLMs), deep learning networks, AI coding assistants, semantic vector databases, or generative AI architectures.

Separation of Commercial Tiers: The legal right to ingest this codebase for machine learning applications is strictly reserved for holders of Technodata Inc.’s Commercial AI Training and Fine-Tuning Data License. Any unauthorized text tokenization or neural network training using this codebase constitutes a material breach of this Agreement and a direct violation of the Licensor’s intellectual property rights.

5. Code Updates & Bug Fixes

No Maintenance or Updates: This license is a standalone delivery. The Licensor is under no obligation to provide ongoing code updates, technical support, maintenance patches, or structural modifications to support newer file extensions or industry protocols (such as newer LAS versions).

No Reciprocal Bug Fixes: The Licensee has no legal or operational obligation to report, share, or return any anonymized bug fixes, logic optimizations, or algorithmic corrections they discover or develop while working inside the core logic framework.

6. Intellectual Property Ownership

Retention of Core IP: The Licensor retains all underlying intellectual property rights, copyright, and trade secret ownership over the original structure and physical domain intelligence of the Licensed Codebase.

Ownership of Modifications: The Licensee owns the intellectual property rights in the specific modifications or extensions they independently write, subject to the underlying ownership of the Licensor’s source material.

7. Disclaimer of Warranties & Limitation of Liability

As-Is Delivery: The information and source code are provided on an “as-is” and “as-available” basis without warranties of any kind, express or implied, including the implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability: To the maximum extent permitted by applicable Alberta and Canadian law, Technodata Inc. shall not be liable for any errors, omissions, or any direct, indirect, incidental, or consequential loss, damage, or expense incurred through reliance on any code, statement, or information. Use of this codebase is entirely at the Licensee’s own risk.

8. Term, Breach, and Termination Rights

Term of Agreement: This Agreement commences on the Effective Date and remains in effect perpetually unless terminated by the Licensor due to a material breach by the Licensee.

Immediate Termination for AI Breach: The Licensor (Technodata Inc.) reserves the right to terminate this license immediately and without prior notice if it discovers, or has reasonable grounds to believe, that the Licensee has violated Section 4 (Explicit Exclusion of AI and LLM Training Rights) or Section 3 (Strict Restrictions & Sub-Licensing Ban).

Survival of Protective Clauses: Termination of this license shall not limit Technodata Inc. from pursuing equitable remedies, monetary damages, or injunctive relief under Alberta law. The provisions of Section 4 (AI Exclusion), Section 6 (IP Ownership), Section 7 (Disclaimer/Liability Limitation), and Section 9 (Governing Law) shall survive the termination of this Agreement indefinitely.

9. Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by, interpreted, and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Calgary, Alberta.