LICENSE

Loopal Proprietary Software License Agreement

Copyright (c) 2024-2026 AgentsMesh.ai. All Rights Reserved.

IMPORTANT — READ CAREFULLY: This License Agreement ("Agreement") is a legal
agreement between you ("Licensee") and AgentsMesh.ai ("Licensor") for the
Loopal software, including all source code, object code, documentation,
libraries, and associated materials ("Software").

BY ACCESSING, DOWNLOADING, INSTALLING, COPYING, OR USING THE SOFTWARE, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT
USE THE SOFTWARE.

1. GRANT OF LICENSE

   Subject to the terms of this Agreement, Licensor grants Licensee a limited,
   non-exclusive, non-transferable, non-sublicensable, revocable license to use
   the Software solely for Licensee's internal business purposes, provided that
   Licensee has obtained a valid commercial license from Licensor.

2. RESTRICTIONS

   Licensee SHALL NOT:

   a) Copy, reproduce, or duplicate the Software, in whole or in part, except
      for reasonable backup purposes;
   b) Modify, adapt, translate, reverse engineer, decompile, disassemble, or
      create derivative works based on the Software;
   c) Distribute, sublicense, lease, rent, loan, sell, resell, or otherwise
      transfer the Software or any rights therein to any third party;
   d) Remove, alter, or obscure any proprietary notices, labels, or marks on
      the Software;
   e) Use the Software to build a competing product or service;
   f) Use the Software for any unlawful purpose or in violation of any
      applicable laws or regulations;
   g) Publish or disclose any benchmarks, performance data, or evaluation
      results of the Software without prior written consent from Licensor;
   h) Use the Software in a service bureau, time-sharing, or similar
      arrangement for the benefit of any third party;
   i) Embed, integrate, or bundle the Software (or any portion thereof) into
      any third-party product, platform, or service;
   j) Make the Software available over a network or any other environment
      permitting access or use by multiple users or devices unless expressly
      authorized in writing by Licensor.

3. OWNERSHIP AND INTELLECTUAL PROPERTY

   The Software is licensed, not sold. Licensor retains all right, title, and
   interest in and to the Software, including all intellectual property rights
   (patents, copyrights, trade secrets, trademarks, and any other proprietary
   rights). No title to or ownership of the Software is transferred to Licensee
   under this Agreement. All rights not expressly granted herein are reserved by
   Licensor.

4. CONFIDENTIALITY

   Licensee acknowledges that the Software contains trade secrets and
   confidential information of Licensor. Licensee agrees to maintain the
   confidentiality of the Software and to not disclose the Software or any
   information derived therefrom to any third party without the prior written
   consent of Licensor. Licensee shall use at least the same degree of care to
   protect the confidentiality of the Software as it uses to protect its own
   confidential information, but in no event less than reasonable care.

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. LICENSOR DOES
   NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF
   HARMFUL COMPONENTS.

6. LIMITATION OF LIABILITY

   IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
   CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF
   PROFITS, DATA, BUSINESS, OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH
   THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF
   LIABILITY AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
   DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT
   EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE
   (12) MONTHS PRECEDING THE CLAIM.

7. TERMINATION

   a) This Agreement is effective until terminated. Licensor may terminate this
      Agreement immediately upon written notice if Licensee breaches any term of
      this Agreement.
   b) Upon termination, Licensee must immediately cease all use of the Software
      and destroy all copies (including backup copies) of the Software in
      Licensee's possession or control.
   c) Sections 2, 3, 4, 5, 6, 8, and 9 shall survive termination of this
      Agreement.

8. INDEMNIFICATION

   Licensee agrees to indemnify, defend, and hold harmless Licensor and its
   officers, directors, employees, agents, and successors from and against any
   and all claims, damages, losses, liabilities, costs, and expenses (including
   reasonable attorneys' fees) arising out of or relating to Licensee's use of
   the Software or breach of this Agreement.

9. GENERAL

   a) GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the jurisdiction in which Licensor is
      incorporated, without regard to its conflict of laws principles.
   b) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
      the parties with respect to the subject matter hereof and supersedes all
      prior agreements and understandings.
   c) SEVERABILITY. If any provision of this Agreement is held to be
      unenforceable, the remaining provisions shall continue in full force and
      effect.
   d) WAIVER. No waiver of any term or condition of this Agreement shall be
      deemed a further or continuing waiver of such term or any other term.
   e) ASSIGNMENT. Licensee may not assign or transfer this Agreement or any
      rights hereunder without the prior written consent of Licensor. Licensor
      may assign this Agreement without restriction.
   f) EXPORT COMPLIANCE. Licensee agrees to comply with all applicable export
      control laws and regulations in connection with the use of the Software.
   g) AUDIT RIGHTS. Licensor reserves the right to audit Licensee's use of the
      Software to verify compliance with this Agreement, upon reasonable notice.

For licensing inquiries, contact: license@agentsmesh.ai