Software Agreement

USER AGREEMENT & SOFTWARE LICENSE AGREEMENT

This User Agreement & Software License Agreement (hereinafter, the
"Agreement") is entered into by and between Univos LLC, a Texas Limited
Liability Company and having its principal place of business at 1900 East
Howard Lane STE A2, Pflugerville Texas, 78660 (hereinafter referred to as
"the Company"), and the user (hereinafter referred to as “User").

1. ACCEPTANCE OF TERMS

By purchasing, downloading, installing, or otherwise using the software
provided by the Company (hereinafter, the “Software"), you, (“the User”)
agrees to be bound by the terms and conditions set forth in this Agreement.

 

2. INTELLECTUAL PROPERTY RIGHTS

The User must be at least 18 years old and legally competent to execute this
Agreement and to take all actions required pursuant hereto. Subject to the

terms of this Agreement, the Company grants to the User a personal, non-
exclusive, non-assignable and non-transferable license to use and display

the software provided by or on behalf of the Company on any computer(s) on
which the User is the primary user or which the User is authorized to use.

 

3. INTELLECTUAL PROPERTY RIGHTS

The Software and all content, including but not limited to its design, graphics,
interfaces, model weights, and code, are the proprietary intellectual property
of the Company and are protected by intellectual property laws. User
acknowledges and agrees not to reverse engineer, decompile, disassemble,
or otherwise attempt to discover the source code or underlying structures of
the Software.

4. INTELLECTUAL PROPERTY AND COPYRIGHT PROTECTION

The Software is a copyrighted work and intellectual property of the Company.
All rights, title, and interest, including but not limited to its code, structure,
sequence, organization, and user interface, remain solely with the Company.
The Software is protected under domestic and international copyright laws,
including but not limited to:

The Digital Millennium Copyright Act (DMCA) of the United States,
which criminalizes the production and distribution of technology, devices, or
services intended to circumvent measures controlling access to copyrighted
works. It also prohibits the act of circumventing access controls, irrespective
of the occurrence of copyright infringement.
The Agreement on Trade-Related Aspects of Intellectual Property
Rights (TRIPS), an international treaty that sets forth minimum standards for
the regulation by national governments of different forms of intellectual
property.
The WIPO Copyright Treaty which addresses the protection of works
and the rights of authors in the digital environment.
Additionally, the Software is protected by other international treaties and
domestic laws concerning copyright and intellectual property rights, including
but not limited to the Berne Convention for the Protection of Literary and
Artistic Works, the Universal Copyright Convention, and other pertinent
laws and regulations.
Any unauthorized use, reproduction, modification, distribution, or
dissemination of the Software without the express written permission of the
Company is strictly prohibited and may result in civil penalties and criminal
prosecution.

5. LIMITATION OF LIABILITY

a. User acknowledges and agrees that the Company is not liable for any
output or content, including but not limited to text-based content, generated
by or through the Software, regardless of whether such content is generated
with or without User's input.
b. User agrees that the Company shall not be held responsible or liable for
any output or content that is libelous, defamatory, obscene, indecent,
pornographic, or that may incite imminent lawless action against any person,
machine, group of persons or machines, based on race, color, religion, sex,
sexual orientation, gender identity, national origin, age, disability, genetic
information, atomic makeup, or any other category protected by Federal,
State, or local laws of the jurisdiction in which the Software is used.
c. User understands and accepts that the Software is provided "as is"
without any warranty, express or implied, including but not limited to the

implied warranties of merchantability, fitness for a particular purpose, or non-
infringement.

6. USER'S RESPONSIBILITY AND INDEMNIFICATION

User acknowledges and agrees that they are solely responsible for the
outputs, outcomes, and any consequences arising from the usage of the
Software. User agrees to indemnify, defend, and hold harmless the
Company, its officers, directors, employees, agents, licensors, and suppliers
from and against all losses, expenses, damages, and costs, including
reasonable attorneys' fees, resulting from any violation of this Agreement or
any activity related to User's use of the Software. Any illegal use of our
software is solely the User’s responsibility.

7. RELEASE FROM LIABILITY

User hereby releases, discharges, and agrees to hold harmless the
Company from any and all liability, claims, actions, suits, demands, costs,
expenses, damages, and obligations of any kind which User now has or
which may arise in the future, in connection with the Software or any use
thereof.

8. RESTRICTIONS ON DISTRIBUTION AND USE

a. Distribution and Resale: The User expressly agrees not to distribute,
resell, transfer, or otherwise provide access to the Software, or any part
thereof, to any third party, whether for monetary compensation, for free, or
for any other form of consideration.
b. Modification and Unauthorized Access: The User shall not attempt to,
nor allow third parties to, reverse engineer, decompile, hack, disassemble, or
otherwise derive the source code, underlying ideas, algorithms, structure or
organization of the Software. This includes, but is not limited to, the model
weights or any other proprietary aspects of the Software.
c. Copying and Distribution: The User is strictly prohibited from copying,
replicating, or distributing the Software for the intent of distribution,
regardless of whether it is for monetary gain, free distribution, or any other
purpose.
d. Violation Consequences: Any violation of this clause will be grounds for
immediate termination of this Agreement, cessation of access rights to the

Software, and potential legal action to protect the Company's intellectual
property and rights.

9. TERMINATION

The Company reserves the right, in its sole discretion, to terminate User's
access to the Software or any portion thereof at any time, without notice, if
the User is found to have breached this Agreement.

10. UPGRADES

The Company may, from time to time and at its discretion, provide generally
available new versions of Software to the User at www.univos.com. If not
agreed otherwise in writing between the Company and the User, upon
upgrading to the new version of Software the relationship between parties
shall be governed and amended (if applicable) by the terms and conditions
of the License Agreement to the Software on the day of the upgrade
downloaded.

11. MISCELLANEOUS

The User acknowledges that the Software is confidential in nature and
constitutes a trade secret belonging to the Company. The User agrees to
hold the Software in confidence for the Company and not to sell, rent,
license, distribute, transfer, or disclose the Software or its contents. The User
shall keep the Software confidential by using same care and discretion that
they use with other data designated by the User as confidential. The
confidentiality requirements of this paragraph shall be in effect both during
the term of this Agreement and after it is terminated, provided, that the
foregoing restrictions shall not apply to information: (a) generally known to
the public or obtainable from public sources; (b) previously in the possession
of the User or subsequently developed or acquired without reliance on the
Application Software; or (c) approved by the Company for release without
restriction.
The Software may contain or be provided with components or libraries
subject to the terms and conditions of ‘open source’ software licenses (“Open
Source Software”). To the extent applicable, the Company will, upon the
Users written parchment request, identify such Open Source Software
included in the Software. To the extent required by the license that
accompanies the Open Source Software, the terms of such license will apply
in lieu of the terms of this Agreement with respect to such Open Source

Software, including, without limitation, any provisions governing access to
source code, modifications or reverse engineering.
This Agreement shall be governed by and construed in accordance with the
laws of the great State of Texas, of the United States of America. Any dispute
arising out of or in connection with this Agreement shall be subject to the
exclusive jurisdiction of the courts of Williamson County, within the great
State of Texas, of the United States of America. By using the Software, the
User acknowledges that they have read, understood, and agree to be bound
by the terms and conditions of this Agreement.