License

Customer License Agreement

Effective: Jan 1, 2026

This Customer License Agreement (“Agreement”) is entered into by and between Maybe Don’t, Inc., a Delaware corporation doing business as “Maybe Don’t, AI” (“Company”), and the customer (“Licensee”) using the Software. By executing an Order Form, installing, or using the Software, Licensee agrees to be bound by these terms.

1. Definitions

“Documentation” — Technical documentation, user guides, and specifications provided with the Software.

“Error” — Any reproducible failure of the Software to conform materially with the Documentation.

“Fees” — All fees specified in an Order Form payable by Licensee.

“Licensee Data” — Any data, content, or information provided by Licensee in connection with use of the Offerings.

“Offerings” — The Software, Documentation, Support Services, and professional services ordered by Licensee.

“Order Form” — Company’s form describing Offerings purchased and applicable Fees.

“Software” — Company’s Maybe Don’t AI gateway software, including Updates and Enhancements.

“Support Services” — Technical support services as described in Exhibit A.

“Update” — Any new version of the Software issued by Company.

2. License Grant

2.1 On-Premise Software

Subject to this Agreement, Company grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software and Documentation for Licensee’s internal business purposes during the Term.

Licensee is responsible for installation, Operating Environment, and all hardware/software configuration. Company is not responsible for failures caused by Licensee’s installation or third-party software.

2.2 Free Version

Company offers a free version of the Software. Free-tier users are bound by this Agreement upon download. Free-tier users have access only to the Free Version and Documentation—not Support Services.

2.3 Software Warranty

For paid Licensees under an active Order Form, Company warrants that the Software will perform substantially in accordance with Documentation for thirty (30) days from delivery. Licensee’s sole remedy is notification within this period, and Company will use commercially reasonable efforts to correct defects.

3. Restrictions

Licensee shall not:

a. Permit third parties to use the Software for their own purposes
b. Copy the Software except as reasonably required for authorized use
c. Reverse engineer, decompile, or disassemble the Software
d. Use the Software on a service bureau or time-sharing basis
e. Distribute, rent, lease, sublicense, or transfer the Software
f. Use the Software to develop competing products
g. Remove proprietary notices from the Software
h. Publish benchmark results without Company’s written consent

4. Proprietary Rights

Company Ownership: Company retains all ownership and proprietary rights in the Offerings, including all copies, Updates, and derivatives.

Licensee Data: Licensee retains all rights to Licensee Data. Licensee grants Company a limited license to use Licensee Data solely to perform its obligations under this Agreement.

Feedback: If Licensee provides feedback regarding the Offerings, Licensee grants Company a perpetual, royalty-free license to use such feedback.

5. Fees and Payment

Fees are set forth in each Order Form and are non-refundable unless otherwise stated.
Payment is due in U.S. dollars within thirty (30) days of invoice.
Fees exclude taxes; Licensee is responsible for all applicable taxes.
Past due amounts accrue interest at 1.5% per month or the maximum legal rate.

6. Disclaimer of Warranties

EXCEPT AS PROVIDED IN SECTION 2.3, COMPANY PROVIDES THE OFFERINGS “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES. EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

By Licensee: Licensee will defend and indemnify Company against claims arising from Licensee Data or breach of Section 3.

By Company: Company will defend and indemnify Licensee against claims that the Offerings infringe valid U.S. intellectual property rights, except where caused by modifications, misuse, or combination with third-party products.

9. Confidentiality

Each party agrees to protect the other’s confidential information using reasonable care. Confidential information excludes information that is publicly known, independently developed, or rightfully obtained from third parties.

10. Term and Termination

Term: This Agreement commences on the Effective Date and continues for the period in the Order Form, or one (1) year if not specified, with automatic annual renewal unless either party provides ninety (90) days’ written notice of non-renewal.
Termination: Either party may terminate for material breach uncured after thirty (30) days’ notice, or for insolvency.
Effect: Upon termination, licenses terminate and Licensee must cease use and destroy all copies of the Software.

11. General Provisions

Governing Law: This Agreement is governed by Delaware law. Disputes shall be resolved in Delaware state or federal courts.
Assignment: Licensee may not assign this Agreement without Company’s written consent.
Entire Agreement: This Agreement and all Order Forms constitute the entire agreement between the parties.
Severability: Invalid provisions shall be modified to be enforceable; remaining provisions continue in effect.
Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.

Exhibit A: Support Services

Support Services (if purchased) include:

Error corrections and technical support during Company’s business hours (9 AM - 5 PM MT)
Periodic Updates when commercially available
Assistance with installation and configuration questions

Error Priority Levels

a. Priority A (Critical): Software inoperative or complete failure. Response within 1 hour (Enterprise) or 24 hours (Professional).

b. Priority B (Major): Substantial performance degradation. Response within 6 hours (Enterprise) or next Update (Professional).

c. Priority C (Minor): Minor impact. May be addressed in next Update.