PHYDRA NON-PRODUCTION LICENSE (PNPL) v1.0

Copyright (c) 2026 PHYDRA, Inc.
All rights reserved.

This License permits use of the Software only for Non-Production Use (research, evaluation,
testing, prototyping, and piloting in Non-Production Environments). Any Production or
Commercial Use requires a separate license from Licensor. Contact: partner@phydra.ai

1. SCOPE AND ACCEPTANCE
1.1 Scope. This agreement (the “Agreement”) applies to any access, use, modification, or
    Distribution of the Software by You, regardless of how You obtained it.
1.2 Acceptance. By accessing, using, running, executing, modifying, or Distributing the
    Software, or by creating/using/Distributing a Derivative, You agree to be bound by
    this Agreement.
1.3 Authority. If You accept this Agreement on behalf of an employer or other entity, You
    represent that You have authority to bind that entity. In that case, “You” means that
    entity.

2. LICENSE GRANT (NON-PRODUCTION ONLY)
Subject to Section 3 (Limitations), Licensor grants You a non-exclusive, royalty-free,
worldwide, non-transferable, non-sublicensable license to:
(a) run, execute, and operate the Software;
(b) copy and modify the Software and create Derivatives; and
(c) Distribute the Software and/or Derivatives as permitted in Section 2.2 and 2.3;
in each case solely for Non-Production Use.

2.2 Distribution of the Software (and Licensor-provided Derivatives).
You may Distribute copies of the Software and any Derivatives made available by Licensor,
provided that:
(a) You provide a copy of this Agreement to recipients; and
(b) You retain all copyright and license notices and include a NOTICE file containing:
    "Licensed by PHYDRA, Inc. under the Phydra Non-Production License (PNPL)."

2.3 Distribution of Your Derivatives.
You may Distribute Derivatives that You create under terms of Your choice, provided that:
(a) the use of the original Software and any Licensor-provided Derivatives remains governed
    by this Agreement;
(b) You include prominent notices stating that You modified the Software; and
(c) Your terms do not conflict with this Agreement as it applies to the original Software
    and any Licensor-provided Derivatives.

3. LIMITATIONS
3.1 Non-Production only. You may use the Software and Derivatives only for Non-Production Use
    in Non-Production Environments. This applies whether used by humans or by Automated Agents.
3.2 No Production/Commercial use. You may not use, supply, or make available the Software,
    Derivatives, or Outputs in the course of any Commercial Activity or Production, whether
    for payment or free of charge, including via hosted or managed services (e.g., SaaS),
    APIs, cloud instances, or “behind a software layer,” without a separate license from
    Licensor (partner@phydra.ai).
3.3 No misrepresentation. You must not imply that Your Derivatives or modified versions are
    an official product of, or endorsed by, Licensor without Licensor’s written permission.
3.4 Other uses require a separate license. Any use not expressly permitted by this Agreement
    requires a separate license from Licensor. Contact: partner@phydra.ai

4. INTELLECTUAL PROPERTY; TRADEMARKS; OUTPUTS
4.1 Ownership. Licensor retains all right, title, and interest in the Software.
4.2 Trademarks. No trademark rights are granted. You may use Licensor names/marks only for
    reasonable attribution and description of the Software.
4.3 Outputs. Licensor claims no ownership of Outputs. You are responsible for Outputs and any
    subsequent use of Outputs, and Outputs remain subject to the restrictions in Section 3.

5. DISCLAIMER
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE. YOU ASSUME ALL RISK ARISING FROM USE OF THE SOFTWARE.

6. LIMITATION OF LIABILITY; INDEMNITY
6.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY
    INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS,
    DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF
    ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Indemnity. You agree to indemnify and hold harmless Licensor from claims, damages, or
    losses arising out of or related to Your use or Distribution of the Software, Derivatives,
    or Outputs.

7. TERMINATION
7.1 Term. This Agreement is effective upon acceptance and continues until terminated.
7.2 Breach. If You breach this Agreement, Your rights terminate automatically. Upon termination,
    You must cease all use of the Software and delete all copies in Your possession or control.
7.3 IP litigation termination. If You initiate a claim alleging the Software infringes Your IP,
    any licenses granted to You under this Agreement terminate immediately.

8. GENERAL
8.1 Governing law; venue. This Agreement will be governed by the laws of the State of Delaware,
    USA, without regard to conflict-of-laws principles. The state and federal courts located in
    Delaware, USA will have exclusive jurisdiction over any dispute arising out of or relating
    to this Agreement or the Software, and You consent to personal jurisdiction in those courts.
8.2 Severability. If any provision is unenforceable, the remaining provisions remain in effect.
8.3 Entire agreement. This Agreement is the entire agreement between You and Licensor regarding
    Non-Production Use of the Software.

9. DEFINITIONS
“Automated Agent” means software that initiates actions or executes tasks without contemporaneous
human direction.
“Commercial Activity” means use primarily intended for commercial advantage or monetary compensation,
including internal business operations beyond evaluation/piloting.
“Derivative” means any modified version of the Software or work based on the Software. Outputs are not
Derivatives.
“Distribute” means providing or making available by any means (including source, binary, or hosted access).
“Non-Production Environment” means any setting that excludes live/real-world production operations,
revenue-generating activity, and direct end-user/customer-facing use or impact.
“Non-Production Use” means use solely for research, evaluation, testing, prototyping, piloting, or demos
in a Non-Production Environment.
“Outputs” means any results produced by running the Software (including predictions, simulations,
artifacts, or generated results).
“Production” means any use that is not Non-Production Use, including deploying in a live product/service,
supporting real business operations, or offering hosted/API access.
“Software” means the code and materials made available by Licensor under this Agreement.
“Licensor” means PHYDRA, Inc.
