End User License Agreement (EULA)

1. Definitions

Throughout this Agreement, the following capitalised terms shall have the meanings ascribed below:

• "Licensor", "We", or "Us" refers to Evolve Mind Solutions Pty Ltd (ABN 41 672 546 217), having its registered office at Level 1, 63-73 Ann Street, Surry Hills NSW 2010, Australia.
• "Licensee" or "You" refers to the corporate entity, organisation, government instrumentality, or individual entering into this Agreement.
• "Software" refers to the Evolve AI Enterprise Studio standalone desktop executable (evolve-ai-enterprise-portable-*-win32-x64.exe), the Evolve AI VS Code / IDE extension package, dialect transpilers, local inference gateways, CLI tools, updates, and associated documentation provided by Licensor.
• "Cryptographic License Key" refers to the authentic, digitally signed Ed25519 license token (e.g. EM-ENT-V1.*) or license.json credential bundle issued directly by Licensor to unlock commercial or evaluation capabilities.
• "Authorized Users" refers to developers, software engineers, data analysts, contractors, or technical personnel authorized by Licensee to access and execute the Software within the scope of Licensee's licensed seat count or site entitlement.
• "Customer Code" refers to any and all source code, algorithms, repositories, schema definitions, transpiled SQL, unit tests, synthetic datasets, and architectural models authored, refactored, generated, or processed by Licensee using the Software.
• "Evaluation Period" means the temporary duration authorized by Licensor for internal testing, defaulting to thirty (30) calendar days from issuance unless otherwise agreed in writing.
• "Order Form" means any commercial procurement schedule, quote, invoice, or online order confirmation issued by Licensor specifying the licensed edition, seat quantity, and fee schedule.

2. Grant of License & Editions

Subject to Licensee's ongoing compliance with the terms of this Agreement and payment of applicable license fees, Licensor grants Licensee a revocable, non-exclusive, non-transferable license to install and execute the Software under the applicable tier:

• 2.1 Enterprise Evaluation & Trial License: Where Licensee accesses the Software under an enterprise evaluation or trial authorization, Licensor grants a non-exclusive license strictly for internal evaluation, operational testing, and technical validation by Authorized Users. The Evaluation License is restricted to a maximum evaluation window of thirty (30) calendar days from the date of issuance, unless explicitly extended in writing by Licensor. Commercial production deployment requires transitioning to a Commercial License.
• 2.2 Commercial Developer Seat License: Authorizes execution of the Software across the designated number of developer workstations specified in Licensee's commercial procurement schedule and cryptographic license token. Each seat may be allocated to an individual Authorized User within Licensee's organization.
• 2.3 Commercial Enterprise Site License: Authorizes execution of the Software across developer workstations, virtual desktop infrastructure (VDI), and automated build machines within Licensee's organization.
• 2.4 Community / Developer Edition: Grants zero-cost, local-only usage for personal developer utility and non-production evaluation utilizing local offline AI models (such as Ollama, Gemma 4, or Colibri).

3. Workstation Deployment & Hardware Binding Model

Evolve AI Enterprise supports dual operational deployment models to accommodate diverse enterprise IT architectures:

• Organization / Team Scope (Default): Commercial Team and Enterprise Site licenses are valid across all developer laptops, virtual desktops (VDI), and workstations belonging to Licensee. Individual team members do not need to submit individual hardware fingerprints to activate their workstations.
• Air-Gapped Single-Node Enclave: Where Licensee specifically requests hardware-locked deployment for secure, isolated defense, banking, or intelligence enclaves, the cryptographic token is bound to the requesting machine's CPU and motherboard entropy hash.

4. Air-Gapped Security & Zero Data Exfiltration Guarantee

Offline Cryptographic Verification: License activation and validation are performed entirely offline using asymmetric Ed25519 public key cryptography embedded within the client binary. The Software requires zero outbound network calls, zero heartbeat polling, and zero external phoning-home to operate.

Website Download Telemetry Disclosure: When downloading the standalone executable from Licensor's public website, Licensor collects high-level, privacy-compliant download telemetry (anonymized IP address masked to 140.203.xxx.xxx, geographic country/city, and corporate ASN / organization tag) strictly to monitor aggregate distribution volumes. No telemetry runs within air-gapped client runtimes.

5. Intellectual Property & 100% Customer Code Ownership

5.1 Complete Ownership of Customer Code: Licensee retains sole, exclusive, and unencumbered ownership of, and all intellectual property rights in and to, all Customer Code, modifications, transpiled outputs, SQL transformations, synthetic datasets, unit tests, and architectural designs produced or modified through the use of the Software. Licensor claims zero copyright, ownership, or licensing interest in your outputs.

5.2 Licensor Proprietary Rights: Licensor retains all right, title, interest, and intellectual property rights in and to the Software, including its compiled binary executables, graphical user interfaces, algorithmic rule engines, transpiler grammars, cryptographic validation mechanisms, trademarks, and documentation. All rights not expressly granted to Licensee are reserved by Licensor.

6. License Restrictions & Prohibited Uses

Except as expressly authorized by this Agreement or applicable Australian law, Licensee shall not:

• Decompile, disassemble, reverse engineer, decrypt, unpack, or attempt to derive the source code, internal algorithms, or cryptographic signing keys of the Software;
• Modify, bypass, disable, forge, or tamper with the Ed25519 license signature verification, expiration checks, or hardware binding locks;
• Rent, lease, lend, sell, sublicense, distribute, timeshare, or make available the Software or license tokens as a managed service bureau, SaaS, or to any third party outside Licensee's licensed organization;
• Use the Software to design, develop, or benchmark a directly competing code assistant or commercial transpiler product, or publish competitive benchmarks without Licensor's prior written consent;
• Remove, obscure, or alter any copyright notices, trademark branding, or proprietary legends affixed to or contained within the Software.

7. Enterprise Evaluation & Trial Conditions

For Licensees evaluating the Software under an Enterprise Evaluation / Trial License:

• The evaluation is strictly limited to internal operational testing, technical validation, and performance assessment, and shall not exceed the 30-day evaluation window unless extended in writing by Licensor.
• Licensee shall not deploy the Software into commercial production or use it to service paying clients during the evaluation period without executing an applicable Commercial License.
• Upon conclusion of the 30-day evaluation period, Licensee may transition to a commercial Enterprise agreement. If Licensee elects not to procure a commercial license, Licensee shall decommission the evaluation license token and destroy all copies of the standalone software.

8. Disclaimer of Warranties & AI Verification Responsibility

8.1 "As Is" Provision: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Engineering Oversight & Code Review: LICENSEE ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE, LARGE LANGUAGE MODELS, AND AUTOMATED CODE REFACTORING TOOLS MAY GENERATE SUGGESTIONS OR CODE CONSTRUCTS THAT CONTAIN DEFECTS OR SECURITY VULNERABILITIES. LICENSEE AND ITS AUTHORIZED USERS MAINTAIN SOLE RESPONSIBILITY FOR REVIEWING, TESTING, COMPILING, AND VALIDATING ALL CODE AND TRANSPILATION OUTPUTS BEFORE DEPLOYMENT INTO PRODUCTION ENVIRONMENTS.

9. Limitation of Liability

9.1 Consequential Damages Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE AUSTRALIAN LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2 Liability Cap: LICENSOR'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE APPLICABLE SOFTWARE LICENSE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED AUSTRALIAN DOLLARS ($100.00 AUD) IN THE CASE OF AN EVALUATION OR COMMUNITY EVALUATION LICENSE.

9.3 Australian Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) which cannot be lawfully excluded. To the extent permitted by law, Licensor's liability for breach of any non-excludable statutory guarantee is limited, at Licensor's election, to re-supplying the Software or refunding fees paid.

10. Term & Termination

This Agreement remains in effect until terminated. Licensee may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies. Licensor may terminate this Agreement immediately upon written notice if Licensee commits a material breach of this Agreement (including violation of license restrictions or non-payment). Upon termination, all license rights granted to Licensee shall immediately cease, and Licensee shall promptly destroy all copies of the Software and cryptographic license keys.

11. Export Control & Sanctions

Licensee agrees to comply with all applicable export control and sanctions laws, including the Australian Defence Trade Controls Act 2012 (Cth), the Customs Act 1901 (Cth), and United Nations sanctions. Licensee warrants that it is not located in, organized under the laws of, or an agent of any restricted or sanctioned jurisdiction.

12. Governing Law, Dispute Resolution & Jurisdiction

This Agreement is governed by, and construed in accordance with, the laws in force in the State of New South Wales, Australia, and the Commonwealth of Australia. In the event of any dispute, the parties shall first attempt in good faith to resolve the dispute through executive negotiation and commercial mediation in Sydney, New South Wales. If unresolved, the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

13. Contact & Legal Notices

For legal inquiries, procurement validation, or questions regarding this End User License Agreement, please contact: