PULI-AI INC. PROPRIETARY SOFTWARE LICENSE AGREEMENT

Copyright (c) 2024-2025 Puli-AI Inc. All Rights Reserved.

NOTICE: This software and its associated documentation files (the "Software")
are the exclusive property of Puli-AI Inc. ("Company"). This license agreement
("Agreement") governs your use of the Software.

1. GRANT OF LICENSE

Subject to the terms of this Agreement and payment of applicable license fees,
Company grants you a limited, non-exclusive, non-transferable, revocable license
to use the Software solely for your internal business purposes and in accordance
with the terms of your subscription or service agreement with Company.

2. RESTRICTIONS

You shall NOT, and shall not permit any third party to:

a) Copy, reproduce, duplicate, or replicate the Software or any portion thereof,
   except for reasonable backup purposes;

b) Modify, adapt, alter, translate, or create derivative works based upon the
   Software;

c) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to
   derive or gain access to the source code of the Software;

d) Sublicense, lease, rent, loan, sell, resell, distribute, or otherwise
   transfer the Software or any rights therein to any third party;

e) Remove, alter, or obscure any proprietary notices, labels, or marks on the
   Software;

f) Use the Software to provide services to third parties (including but not
   limited to service bureau, time-sharing, or outsourcing services) without
   prior written consent from Company;

g) Use the Software in any manner that competes with Company's business or
   products;

h) Use the Software to develop a competing product or service;

i) Share, publish, or disclose the Software, its features, functionality, or
   any related technical information to any third party;

j) Use the Software for any unlawful purpose or in violation of any applicable
   laws or regulations;

k) Benchmark, test, or evaluate the Software for the purpose of publishing
   results or comparison with other products without prior written consent;

l) Use the Software beyond the scope of your authorized license or subscription.

3. INTELLECTUAL PROPERTY

The Software, including all copies, modifications, enhancements, and derivative
works, and all intellectual property rights therein, are and shall remain the
exclusive property of Company. Nothing in this Agreement grants you any right,
title, or interest in the Software except for the limited license expressly
granted herein.

4. CONFIDENTIALITY

The Software contains trade secrets and proprietary information of Company. You
agree to maintain the confidentiality of the Software using at least the same
degree of care you use to protect your own confidential information, but in no
event less than reasonable care. You shall not disclose the Software or any
information derived therefrom to any third party without Company's prior written
consent.

5. NO WARRANTY

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES
NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, OR BE ERROR-FREE.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES,
REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU
FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. TERMINATION

This license is effective until terminated. Company may terminate this license
immediately upon written notice if you breach any term of this Agreement. Upon
termination, you must immediately cease all use of the Software and destroy all
copies in your possession or control.

8. AUDIT RIGHTS

Company reserves the right to audit your use of the Software to verify
compliance with this Agreement. You agree to cooperate with any such audit and
provide Company with reasonable access to your records and systems.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, United States, without regard to its conflicts of law
principles. Any dispute arising out of or relating to this Agreement shall be
subject to the exclusive jurisdiction of the state and federal courts located
in Delaware.

10. EXPORT COMPLIANCE

You shall comply with all applicable export laws and regulations in connection
with your use of the Software.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Company
regarding the Software and supersedes all prior agreements, understandings,
and communications, whether written or oral.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall continue in full force and effect.

13. NO WAIVER

The failure of Company to enforce any right or provision of this Agreement
shall not constitute a waiver of such right or provision.

14. CONTACT INFORMATION

For licensing inquiries, please contact:
Puli-AI Inc.
legal@puli-ai.com

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
