Master Enterprise Software Agreement

This Master Enterprise Software License Agreement ("Agreement") is entered into by and between Cantor Labs (Representative: Oh-dong-kyu, "Company"), organized under the laws of the Republic of Korea, and the corporate entity executing this Agreement or an associated Order Form ("Customer").

Section 1. Definitions

1. "Software" means the `cdx-a2a-slimmer` Enterprise Suite developed and supplied by Company, including Python SDKs, compiled C++ binaries (`.so`, `.dll`, `.pyd`), Docker sidecar containers, associated CLI utilities, and cryptographic offline air-gapped license tokens.
2. "Order Form" means a mutually executed ordering schedule referencing this Agreement specifying licensed tiers, authorized node counts, term, fees, and deployment parameters.
3. "Air-Gapped Environment" means Customer's isolated corporate intranet physically or logically decoupled 100% from public telecommunication networks.
4. "Customer Data" means all prompts, tool schemas, raw conversation payloads, parameters, and AI-generated outputs processed through the Software.

Section 2. Enterprise License Grant & Scope of Use

1. Grant of License: Subject to the terms of this Agreement and the applicable Order Form, Company grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide license to deploy and execute the Software strictly within Customer's private corporate perimeter up to authorized node limits.
2. Internal Use Only: Sublicensing, leasing, or operating the Software as a service-bureau or MSP without prior written consent is strictly prohibited.
3. Benchmarking & Competitive Model Distillation Restrictions (DeWitt Clause): Customer shall not disclose, publish, or disseminate benchmark results or comparative evaluations of the Software without prior written consent, nor utilize the Software, its schema definitions, AST representations, or its outputs to train, develop, fine-tune, or optimize any competing payload compression or token optimization product, model, or service.

Section 3. Delivery & Air-Gapped Implementation

1. Offline Air-Gapped Delivery: Within three (3) business days following mutual execution, Company delivers standalone offline deployment assets (Docker images, encrypted tar archives, Ed25519 digital license keys) requiring zero outbound network traffic.
2. Architecture Support: For Enterprise Sovereign engagements, Company provides dedicated senior engineering advisory for private VPC subnet topology and air-gapped enclave setup.

Section 4. License Fees, Invoicing & Taxes

1. Annual Recurring Revenue (ARR): Customer shall pay the annual recurring license fees specified in the applicable Order Form within thirty (30) days of invoice (Net 30 Days).
2. Domestic Korean Accounts: Republic of Korea National Tax Service (NTS) standard electronic tax invoices are issued in KRW, payable via wire transfer.
3. Global International Accounts: Billed in USD via commercial invoice payable by international wire transfer (SWIFT) or corporate card processing via Stripe, Inc. Taxes and withholding levies are Customer's responsibility.

Section 5. Customer Data Ownership & Zero Data Retention (ZDR)

1. Exclusive Ownership: Customer retains 100% exclusive intellectual property ownership of all Customer Data. Company acquires zero proprietary rights over Customer Data.
2. Strict ZDR Principle: All token slimming executes 100% in-memory within Customer's perimeter. External transmission of Customer Data to Company servers is strictly 0.0%.
3. GDPR Statement: Customer is the sole Data Controller. Because the Software executes entirely within Customer's private environment without transmitting payload data to Company, Company is not a Data Processor under Article 28 of Regulation (EU) 2016/679 (GDPR).

Section 6. Intellectual Property & Reverse Engineering Prohibition

1. Company IP: All worldwide patents (including Republic of Korea Patent Application No. 10-2026-0172394 with WIPO DAS Access Code A867, and Patent Application No. 10-2026-0175561 with WIPO DAS Access Code E380), copyrights, trade secrets, binaries (`.so`, `.pyd`, `.bin`, `.dll`), and token optimization logic remain the sole property of Company.
2. Reverse Engineering Prohibited: Customer shall not decompile, disassemble, decrypt, or reverse engineer the Software.

Section 7. Mutual Confidentiality

Each party shall protect the other party's Confidential Information with at least the degree of care it accords its own confidential assets of like kind (and not less than reasonable care). This obligation survives for three (3) years post-termination.

Section 8. Intellectual Property Indemnification

1. Defense & Indemnity: Company shall defend Customer against third-party claims alleging authorized use of the Software infringes any third-party patent or copyright, and pay damages finally awarded or agreed in settlement.
2. Conditions & Remedies: Conditioned upon prompt written notice, sole control of defense, and reasonable cooperation. Company may at its option: (i) procure right to continue; (ii) modify to become non-infringing; or (iii) terminate and refund unearned prepaid fees pro-rata.
3. Exclusions: Excludes claims arising from unauthorized modification or non-Company software combinations.

Section 9. Enterprise SLA & Support

1. Availability Commitment: Company guarantees 99.99% availability for enterprise license distribution and critical patch channels.
2. P1 Critical Hotline: For Severity 1 incidents, Company provides a 15-minute response hotline and 2-hour target mitigation window.
3. Exclusions: Excludes upstream LLM outages (OpenAI, etc.) and Customer network/VPC misconfigurations.

Section 10. Compliance & Verification

Company may request annual written verification of node compliance. Confirmed over-deployment shall be invoiced at standard list rates retroactive to the date of deployment.

Section 11. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Section 12. LIMITATION OF LIABILITY

1. CONSEQUENTIAL DAMAGES WAIVER: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION).
2. AGGREGATE MONETARY CAP: EXCEPT FOR BREACHES OF SECTION 2 (RESTRICTIONS) OR SECTION 7 (CONFIDENTIALITY), COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE TOTAL ANNUAL LICENSE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
3. INTENTIONAL MISCONDUCT: NOTHING HEREIN EXCLUDES LIABILITY DIRECTLY CAUSED BY COMPANY'S INTENTIONAL FRAUD OR GROSS NEGLIGENCE.

Section 13. Export Controls & International Sanctions

Both parties shall adhere to the Korean Foreign Trade Act, U.S. EAR (EAR99 / 5D992.c mass-market encryption), and U.S. OFAC regulations.

Section 14. Term, Termination & Survival

1. Either party may terminate for cause upon thirty (30) days' written notice of an uncured material breach.
2. Sections 5 (Customer Data), 6 (Company IP), 7 (Confidentiality), 8 (Indemnity), 11 (Disclaimer), 12 (Liability Cap), 15 (Governing Law), and 16 (General) survive termination indefinitely.

Section 15. Governing Law & International Arbitration

1. Domestic Korean Customers: Governed by the laws of the Republic of Korea, with exclusive venue in the Seoul Central District Court.
2. Global International Customers: Governed by the laws of the Republic of Korea. Any dispute arising out of or in connection with this Agreement shall be finally resolved by binding arbitration administered by the **Singapore International Arbitration Centre (SIAC)** under the SIAC Rules in English. The arbitral award shall be final and enforceable worldwide under the 1958 New York Convention.

Section 16. General Provisions

1. Entire Agreement: This Agreement and associated Order Forms constitute the complete and exclusive understanding between the parties.
2. Severability: If any provision is deemed unenforceable, all other provisions remain in full force.

[Licensor / Company] Cantor Labs Address: Teheran-ro, Gangnam-gu, Seoul, Republic of Korea Business Reg No: (Official Business Registration Number) Representative: Oh-dong-kyu (Seal / Signature)

[Customer] Entity Name: ______________________ Address: ________________________________ Business Reg / Tax ID: __________________ Representative: ______________________ (Seal / Signature)