AI Training License

Commercial AI Training and Fine-Tuning Data License Agreement

This Commercial AI Training and Fine-Tuning Data 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 machine learning, model optimization, and artificial intelligence training 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 AI data tier.

“Trained Models” means any large language models (LLMs), deep learning networks, neural networks, AI coding assistants, or generative AI architectures that have ingested, parsed, or processed the Licensed Codebase.

“Derivative Weights” means the resulting mathematical parameters, floating-point matrices, vector embeddings, and neural network weights generated as a direct consequence of training or fine-tuning on the Licensed Codebase.

2. Grant of AI Training 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:

Tokenize and Ingest: Copy, parse, and use the Licensed Codebase within local or cloud-based machine learning environments and vector databases.

Train and Fine-Tune: Utilize the text, logic, structures, and syntax of the Licensed Codebase to train, fine-tune, validate, and optimize neural networks and AI models.

Deploy and Commercialize: Internally deploy or commercially exploit the resulting Trained Models and Derivative Weights globally, including charging end-users for model access or inference services.

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 text portion thereof, to any third-party developers, software consulting firms, or external entities.

Derivative Weights Only: The rights granted herein allow commercial distribution and deployment of the resulting Trained Models or Derivative Weights only. The underlying human-readable source code files themselves must never be made public, open-sourced, or extractable by end-users.

4. Integration & Dual-Tier Continuity

Traditional Embedding: For the avoidance of doubt, the Licensee also retains the optional right to traditionally compile and embed portions of the Licensed Codebase into a broader binary software product as part of their operations. Licensor shall have no obligation to provide support directly to Licensee’s customers or end-users.

Tier Separation: This agreement fully satisfies the requirements of Technodata Inc.’s structural licensing rules, legally transitioning the Licensee into the authorized AI data ingestion tier.

5. Code Updates & Bug Fixes

No Maintenance or Updates: This license is a standalone data delivery. The Licensor is under no obligation to provide ongoing code updates, technical support, dataset maintenance patches, or structural modifications to support newer industry protocols.

No Reciprocal Sharing: The Licensee has no legal or operational obligation to report, share, or return any optimization weights, alignment training data, or model corrections they discover or develop while training on 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 Weights: The Licensee owns the intellectual property rights in the specific Trained Models and Derivative Weights they independently generate, subject to the underlying ownership of the Licensor’s original 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 resulting AI model outputs. Use of this codebase for training 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 Raw Redistribution: 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 3 (Strict Restrictions & Sub-Licensing Ban) by distributing raw code files.

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 3 (Restrictions), 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.