Terms Of Use

TheAgentic Community License Agreement

Version 1.0

This TheAgentic Community License Agreement Version 1.0 (the “Agreement”) sets

forth the terms on which TheAgentic, LLC (“TheAgentic”) makes available certain

software made available by TheAgentic under this Agreement (the “Software”).

BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE,

YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO

SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE. IF YOU ARE RECEIVING

THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE

THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON

BEHALF OF SUCH ENTITY.

“Licensee” means you, an individual, or the entity on whose behalf you are

receiving the Software.

1. LICENSE GRANT AND CONDITIONS.

1.1 License. Subject to the terms and conditions of this Agreement,

TheAgentic hereby grants to Licensee a non-exclusive, royalty-free,

worldwide, non-transferable, non-sublicenseable license during the term

of this Agreement to: (a) use the Software; (b) prepare modifications and

derivative works of the Software; (c) distribute the Software (including

without limitation in source code or object code form); and (d) reproduce

copies of the Software (the “License”). Licensee is not granted the

right to, and Licensee shall not, exercise the License for an Excluded

Purpose. For purposes of this Agreement, “Excluded Purpose” means making

available any software-as-a-service, platform-as-a-service,

infrastructure-as-a-service or other similar online service that competes

with TheAgentic products or services that provide the Software.

1.2 Conditions. In consideration of the License, Licensee’s distribution

of the Software is subject to the following conditions:

(a) Licensee must cause any Software modified by Licensee to carry

prominent notices stating that Licensee modified the Software.

(b) On each Software copy, Licensee shall reproduce and not remove or

alter all TheAgentic or third party copyright or other proprietary

notices contained in the Software, and Licensee must provide the

notice below with each copy.

“This software is made available by TheAgentic, Inc., under the

terms of the TheAgentic Community License Agreement, Version 1.0

located at http://www.theagentic.ai/theagentic-community-license.

BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF

THE SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE AGREEMENT.”

1.3 Licensee Modifications. Licensee may add its own copyright notices

to modifications made by Licensee and may provide additional or different

license terms and conditions for use, reproduction, or distribution of

Licensee’s modifications. While redistributing the Software or

modifications thereof, Licensee may choose to offer, for a fee or free of

charge, support, warranty, indemnity, or other obligations. Licensee, and

not TheAgentic, will be responsible for any such obligations.

1.4 No Sublicensing. The License does not include the right to

sublicense the Software, however, each recipient to which Licensee

provides the Software may exercise the Licenses so long as such recipient

agrees to the terms and conditions of this Agreement.

2. TERM AND TERMINATION. This Agreement will continue unless and until

earlier terminated as set forth herein. If Licensee breaches any of its

conditions or obligations under this Agreement, this Agreement will

terminate automatically and the License will terminate automatically and

permanently.

3. INTELLECTUAL PROPERTY. As between the parties, TheAgentic will retain all

right, title, and interest in the Software, and all intellectual property

rights therein. TheAgentic hereby reserves all rights not expressly granted

to Licensee in this Agreement. TheAgentic hereby reserves all rights in its

trademarks and service marks, and no licenses therein are granted in this

Agreement.

4. DISCLAIMER. TheAgentic HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND

CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY

DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, WITH RESPECT TO THE SOFTWARE.

5. LIMITATION OF LIABILITY. TheAgentic WILL NOT BE LIABLE FOR ANY DAMAGES OF

ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL,

SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY

THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL

APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

6.GENERAL.

6.1 Governing Law. This Agreement will be governed by and interpreted in

accordance with the laws of the state of Delaware, without reference to

its conflict of laws principles. If Licensee is located within the

United States, all disputes arising out of this Agreement are subject to

the exclusive jurisdiction of courts located in Sussex County,

Delaware, USA. If Licensee is located outside of the United States,

any dispute, controversy or claim arising out of or relating to this

Agreement will be referred to and finally determined by arbitration in

accordance with the JAMS International Arbitration Rules. The tribunal

will consist of one arbitrator. The place of arbitration will be

Sussex County, Delaware. The language to be used in the arbitral proceedings

will be English. Judgment upon the award rendered by the arbitrator may

be entered in any court having jurisdiction thereof.

6.2 Assignment. Licensee is not authorized to assign its rights under

this Agreement to any third party. TheAgentic may freely assign its rights

under this Agreement to any third party.

6.3 Other. This Agreement is the entire agreement between the parties

regarding the subject matter hereof. No amendment or modification of

this Agreement will be valid or binding upon the parties unless made in

writing and signed by the duly authorized representatives of both

parties. In the event that any provision, including without limitation

any condition, of this Agreement is held to be unenforceable, this

Agreement and all licenses and rights granted hereunder will immediately

terminate. Waiver by TheAgentic of a breach of any provision of this

Agreement or the failure by TheAgentic to exercise any right hereunder

will not be construed as a waiver of any subsequent breach of that right

or as a waiver of any other right.