Noncommercial License Agreement

This Noncommercial License Agreement (Agreement) is a legal agreement
between you or an entity that you are representing ("you," "your") and
Thinking Robots, Inc., a Massachusetts corporation ("TR") referred to
hereafter as "we", "our" or "us". This Agreement governs your use of
the Platform (as defined below) that we make available to you. If you
are accessing the Platform on behalf of an entity (for example, a
company, non-profit entity, university, or other business or
organization), you represent to us that you have authority to bind
that entity to these terms, and that entity accepts these terms, and
the term "you" or "your" will apply to such entity. By downloading,
using, modifying, or otherwise accessing the Platform, whether through
a repository like GitHub or through any other means, you agree to be
bound by this Agreement.

Purpose and Philosophy: The goal of this Agreement is to enable you to
use the software that we make available to you to experiment, conduct
research, and evaluate the feasibility of developing your own
commercial products that may use our software. This agreement gives
you a license to use our software for noncommercial purposes only. We
ask that you contribute your modifications to the software back to the
project so other developers can benefit from your progress. If you
want to use our software for commercial purposes, please contact us
and we would be happy to help you join our commercial license
program. To encourage community adoption and experimentation with our
software, we do not charge any license fees under this Agreement. We
also allow you to retain ownership of any IP rights that you produce
under this Agreement by modifying or improving our software, except
that we ask for a license back to ensure that we and the broader
developer community can continue to improve and use our
software. Thank you for joining our developer community, and we look
forward to a long and happy relationship!

1. Definitions:

  1.1 "Platform" means any software and content that we make available
to you, in the exact form made available by us to you. The Platform
may include software that operates on a local computer, software
deployed within a system or device (e.g., robot, autonomous vehicle,
drone, etc.), cloud-based software, application programming interfaces
(APIs), libraries, documentation, test data, and other content made
available by us. The Platform may be made available to you in source
code (e.g., software that you can review and modify) or in object code
(e.g., libraries and other executable modules). The Platform is fully
owned by us and all modifications or additions that we make to the
Platform and that we make available to you over time will be
automatically considered part of the Platform. You are responsible for
complying with all terms and conditions of any licenses related to any
code/library contributions.

  1.2 "IP Rights" means any and all intellectual property rights
anywhere in the world, including all patents and patent applications
(Patents), copyrights and all other similar rights in software,
documentation, and other works of authorship (Copyrights), trade
secrets rights and other confidentiality rights (Trade Secrets),
rights in trade names, logos, common law trademarks and service marks,
trademark and service mark registrations (Trademarks), moral and
economic rights of authors and inventors, and any other similar,
corresponding or equivalent rights to any of the foregoing anywhere in
the world, and including all applications, registrations,
publications, and grants.

2. License. We grant to you a nonexclusive, nontransferable and
nonassignable, worldwide license, without the right to sublicense,
during the Term of this Agreement, (a) to download and use an
unlimited number of copies of the Platform on an unlimited number of
computers used solely for noncommercial purposes, (b) to use the
Platform (including all portions that we make available to you in
source code or object code format) for noncommercial purposes, and (c)
to modify (i.e., produce derivative works of) for noncommercial
purposes the portions of the Platform that we make available to you in
source code format. For purposes of this Agreement, "noncommercial"
means that you can use the Platform to conduct research, experiment,
evaluate how your products work with the Platform, for pedagogical
uses, and to otherwise use the Platform for lawful applications and
purposes that do not generate revenue.

3. Ownership.  Except as expressly licensed to you in this Agreement,
TR retains all right, title and interest in and to
the Platform.

4. Copyright.  All title and copyrights in and to the Platform are
owned by TR:

  Copyright 2024, Thinking Robots, Inc.

5. Other Rights, Obligations and Limitations.

	a. You represent and warrant to us that you will (i) use the
	   Platform only within the scope of the license in Section 2
	   above, and in compliance with all applicable laws and
	   regulations, and (ii) you will not attempt to reverse
	   engineer, disassemble or decompile any portion of the
	   Platform that we make available to you in object code or
	   executable code, except and only to the extent that such
	   activity is expressly permitted by applicable law,
	   notwithstanding this limitation.

        b. You may not rent or lease the Platform.

        c. Use of the Platform for any commercial purposes is strictly
           prohibited. If you would like to use the Platform for
           commercial purposes (i.e., to generate revenue), please
           contact TR at the following address for more information:

	     Thinking Robots, Inc.
	     12 Channel Street, STE 202
	     Boston, MA 02210-2399 USA
	     info@thinkingrobots.ai
	     Attn: Commercial License Requests

	d. The Platform is provided to you by us without any
	   obligation by TR to provide accompanying services
	   or support.

6. No License Fees. You are not required to pay any fees for the
license granted to you under this Agreement.

7. Your Modifications. If you make any modification or addition to the
Platform (e.g., if you improve any software that we make available to
you under the Platform) (such modification or addition is denoted a
"Modification"), you will own that Modification together with all IP
Rights that you produce and that are embedded in that Modification
("Your New IP") (for clarification, each Modification and all of Your
New IP exclude the Platform and the IP Rights relating to the
Platform, which are and will remain owned by us or by our licensors,
as the case may be). When you produce any Modification, (a) you will
contribute the Modification back to the Platform repository within a
reasonable time using the contribution process established for the
respective hosting platform (e.g., you will use the GitHub
contribution process if the Platform is hosted on GitHub), and (b) you
agree to automatically grant, and you hereby grant to us, a
nonexclusive, worldwide, perpetual and irrevocable, royalty free and
fully paid up license, with the right to sublicense, in the course of
our business, your Modification and all of your IP Rights that relate
to the Modification.

8. IP Rights. As described in Section 4 above, you will own each
Modification that you make to the Platform, and all of Your New IP
that you produce under this Agreement. We will own the Platform and
all modifications and additions to the Platform and all IP Rights that
relate to the Platform, all modifications and additions to the
Platform made by us and/or by any other party, except that (a) with
respect to any portions of the Platform that we license from third
parties, such third parties will own the respective portions and
related IP Rights, and (b) you will own all Modifications and all of
Your New IP as provided in Section 7 above. Except as expressly
provided in this Agreement, neither we, nor you grant any license or
right, by implication, statute, inducement, estoppel or otherwise, to
each other or to any other party, and each party hereby reserves all
of its rights other than the rights explicitly granted in this
Agreement.

9. No Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, (A) NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS
IN CONNECTION WITH THIS AGREEMENT AND/OR THE PLATFORM, AND (B) EACH
PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. You assume the entire risk of using the
Platform.

10. Limitations. Notwithstanding anything else, neither we nor any of
its licensors or other business affiliates will be liable to you or to
any other party in connection with this Agreement and/or the Platform
(a) for any consequential, incidental, indirect, exemplary, special,
or other similar damages, even if we have been advised of the
possibility of such damages and/or (b) for an amount in excess of US
$100.00, regardless of whether any claim, liability, loss or action is
based on contract, tort, indemnification, or any other legal theory.

11. Term and Termination. This Agreement becomes effective when you
first download, use, modify, or otherwise access the Platform, and
remains in effect until the Agreement is terminated as follows (the "
Term"): (a) you may terminate this Agreement at any time by stopping
use of the Platform, and without the need to notify us of such
termination, or (b) we may terminate this Agreement at any time by
providing at least 30-days prior written notice to you. We may provide
such termination notice to you either by contacting you directly
electronically at an email address that we have for you, or by posting
a notice of termination in or around the repository or platform
through which we made the Platform available to you. If you breach
this Agreement, this Agreement will automatically terminate, unless
you and we agree otherwise at that time. Upon any termination of this
Agreement for any reason, you will stop using the Platform and you
will delete all copies of any portion of the Platform in your
possession at that time. Upon any termination of this Agreement, all
Sections of this Agreement other than Section 2 (License) will
survive.

12. General. This Agreement will be governed by the laws of
the Commonwealth of Massachusetts without reference to conflict of
laws principles. In the event of any dispute arising from this
Agreement or from an alleged violation of its terms, we and you each
expressly agree (a) that the exclusive jurisdiction for such dispute
shall be in the state and federal courts located in the Commonwealth
of Massachusetts and (b) to waive any claim that such courts lack
appropriate jurisdiction. You agree that any violation of certain
terms of the Agreement may cause irreparable harm to us and that we
shall have the right to appropriate relief, including, without
limitation, injunctive relief. WE AND YOU AGREE THAT ANY AND ALL
DISPUTES MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU AGREE
TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A
CLASS-WIDE BASIS.  YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY
WAIVED THESE RIGHTS.

Notwithstanding anything to the contrary, nothing in this Agreement or
otherwise prevents us from initiating any litigation or other action
or claim in any jurisdiction of our choosing in connection with any
breach or violation of our IP Rights by you or by any other party, or
to seek any injunction or other form of equitable relief from any
court of competent jurisdiction to protect the Platform and the IP
Rights relating to the Platform. You will not assign or delegate this
Agreement or any of your rights or obligation under this Agreement, in
whole or in part, without our express prior written approval. We have
the right to assign this Agreement to any other party without the need
to notify you and/or without the need to obtain any consent. This
Agreement contains the entire agreement between you and us in
connection with its subject matter and may not be amended or waived in
whole or in part except through an executed agreement of both
parties. We reserve the right to make changes to this Agreement from
time to time, and any changes that we make to this Agreement will
become effective 30 days after we post the updated version of this
Agreement in the same location of the previous version.
