END USER LICENSE AGREEMENT (EULA)

PyTorch Memory Enterprise Effective Date: January 26, 2026 Version: 1.0

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1. PARTIES & DEFINITIONS

This End User License Agreement ("Agreement") is between C.I.P.S. LLC, a Virginia limited liability company ("CIPSCORPS LLC," "Licensor," "we," "us," or "our"), and the individual or organization purchasing the Software ("Customer," "Licensee," "you," or "your").

1.1 Definitions

"Software": The CIPSCORPS LLC product(s) identified in the purchase confirmation, including PyTorch Memory Enterprise, together with all documentation, updates, and related materials provided by CIPSCORPS LLC.

"Developer": An individual human being who installs, accesses, configures, deploys, tests, or uses the Software in any capacity. Each Developer license is assigned to a specific NAMED individual and covers that individual's use across unlimited devices (laptop, desktop, server, etc.).

"Organization": The legal entity (corporation, LLC, partnership, sole proprietorship, or other business structure) purchasing the license. Includes all subsidiaries, affiliates, and entities under common control.

"Production Use": Any use of the Software beyond individual testing or evaluation, including but not limited to: deployment in commercial applications, use with customer data, integration into revenue-generating systems, or operation in live environments.

"Effective Date": The date of purchase as indicated in the purchase confirmation email.

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2. LICENSE GRANT

2.1 Grant of Rights

Subject to the terms of this Agreement and full payment of applicable fees, CIPSCORPS LLC grants Customer a non-exclusive, non-transferable, perpetual license to install and use the Software.

2.2 Per-Developer Licensing Model

Each license purchased grants ONE (1) named Developer the right to install and use the Software on unlimited devices under their direct control. The number of licensed Developers must equal or exceed the number of individuals who install, access, or use the Software within your Organization at any given time.

How It Works:

• Purchase 10 licenses = Assign to 10 named individuals (Bob, Alice, Carol, etc.)
• Each named individual can install on multiple machines (laptop, desktop, servers)
• Licenses are tied to individuals, not machines or concurrent usage
• A Developer who leaves the Organization permanently (termination, resignation) frees up their license for reassignment to a new individual

Examples:

• Bob (licensed) installs on laptop + desktop + home server = OK
• Alice (licensed) uses from office, home, and while traveling = OK
• Bob (licensed) shares login with Dave (unlicensed) = VIOLATION
• 10 licenses but 12 people using the Software = VIOLATION (need 12 licenses)

Audit Compliance: Customer shall maintain a list of named licensed Developers. Upon audit request (Section 4), Customer must provide the names and roles of all individuals using the Software.

Pricing Structure:

• Base License: Covers one (1) Developer - $600
• Additional Developers: $60 per additional Developer
• Current Pricing: See https://cipscorps.io/pricing

2.3 Permitted Uses

You MAY:

• Install the Software on unlimited machines for each licensed Developer
• Use the Software for internal business purposes within your Organization
• Create backups for disaster recovery purposes
• Deploy the Software in production environments within your Organization
• Create derivative works for internal use only (modifications remain subject to this Agreement)

2.4 Prohibited Uses

You MAY NOT:

• Transfer, sublicense, rent, lease, or redistribute the Software to any third party
• Offer the Software as a service (SaaS) to external customers or end users
• Share licenses with individuals outside your Organization
• Remove, alter, or obscure any copyright notices, license files, or attribution
• Reverse engineer, decompile, or disassemble the Software (except as expressly permitted by applicable law)
• Use the Software to develop, distribute, or market competing products or services
• Allow more Developers to use the Software than licenses purchased

2.5 License Scope Clarification

Named Developer License: Licenses are assigned to specific named individuals, not concurrent users or machine seats. Once assigned, a Developer license cannot be reassigned to another individual except upon permanent departure from the Organization (termination, resignation, etc.).

Reassignment Rules:

• Bob quits -> His license can be reassigned to new hire Carol
• Bob goes on vacation -> Cannot temporarily reassign to Dave
• Bob works part-time -> Still requires full license (no pro-rating)

This is an honor system backed by audit rights. We trust customers to comply in good faith.

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3. PAYMENT & DELIVERY

3.1 Fees

Customer agrees to pay license fees based on the number of Developers using the Software according to the pricing structure in effect at the time of purchase. All fees are one-time payments unless otherwise specified in writing.

Total License Fee: $600 + (Number of Additional Developers x $60)

3.2 Adding Developers

Additional Developers may be added at any time by purchasing additional licenses at the then-current published per-Developer rate. Additional Developer licenses must be purchased BEFORE those Developers access or use the Software.

3.3 Delivery

Upon payment confirmation, CIPSCORPS LLC will provide Customer with:

• Download links or access credentials for the Software
• License key or activation credentials (if applicable)
• Documentation and deployment guides
• Confirmation of licensed Developer count

3.4 Updates & Support

Customer is entitled to all software updates, bug fixes, and patches for one (1) year from the Effective Date. After the one-year period:

• Customer may continue using the Software version received indefinitely
• Access to new updates may be purchased separately at rates determined by CIPSCORPS LLC
• Security patches for critical vulnerabilities will be provided at CIPSCORPS LLC's discretion

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4. COMPLIANCE & AUDIT RIGHTS

4.1 Record Keeping

Customer shall maintain accurate, up-to-date records of:

• Total number of Developers using the Software
• Names and roles of licensed Developers
• Number of licenses purchased and purchase dates
• Any license additions or Developer changes

4.2 Self-Certification

Upon written request from CIPSCORPS LLC (not more than once per calendar year), Customer shall provide within thirty (30) days a written certification signed by an authorized representative confirming:

• Total number of Developers currently using the Software
• Names of licensed Developers (if requested)
• Total number of licenses purchased
• Confirmation of compliance with all terms of this Agreement

4.3 Audit Rights

CIPSCORPS LLC reserves the right to audit Customer's use of the Software upon thirty (30) days written notice, not more than once per calendar year during normal business hours. Customer shall provide CIPSCORPS LLC or its authorized representative with reasonable access to:

• Systems and installations where Software is deployed
• Records documenting Developer count and license assignments
• Evidence that Software is not being offered as a service to third parties

Note: Audits are reserved for cases where we have reasonable suspicion of material non-compliance. We prefer trust and self-certification.

4.4 Material Breach Remedies

If an audit reveals material breach (defined as use by >10% more Developers than licensed), Customer shall immediately:

1. Pay Deficiency: Purchase additional licenses to cover all unlicensed Developers at two times (2x) the standard per-Developer rate
2. Reimburse Audit Costs: Pay CIPSCORPS LLC's reasonable costs incurred in conducting the audit
3. Cure Breach: Bring usage into compliance within thirty (30) days or face license termination

4.5 Non-Material Breach

If audit reveals minor non-compliance (<=10% over licensed count), Customer shall purchase additional licenses at standard rates within thirty (30) days. No penalties or audit cost reimbursement required.

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5. INTELLECTUAL PROPERTY

5.1 Ownership

CIPSCORPS LLC retains all right, title, and interest in and to the Software, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights. This Agreement grants a license to use, not a transfer of ownership. Certain methods and processes may be protected under pending patent applications.

5.2 Customer Data

CIPSCORPS LLC claims no ownership over data, content, code, or information processed, stored, or generated by the Software ("Customer Data"). Customer retains all rights to Customer Data.

5.3 Trademarks

Customer may not use CIPSCORPS LLC trademarks, logos, or brand names without prior written permission, except as required to identify the Software for internal administrative purposes.

5.4 Feedback

If Customer provides suggestions, feedback, feature requests, or improvement ideas ("Feedback") to CIPSCORPS LLC, Customer grants CIPSCORPS LLC a perpetual, worldwide, royalty-free, transferable license to use, modify, and incorporate such Feedback into CIPSCORPS LLC products without compensation or attribution.

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6. TERM & TERMINATION

6.1 Term

This Agreement begins on the Effective Date and continues in perpetuity unless terminated as provided herein.

6.2 Termination for Breach by Customer

CIPSCORPS LLC may terminate this Agreement immediately upon written notice if:

• Customer fails to pay required license fees within thirty (30) days of invoice
• Customer materially breaches any term and fails to cure within thirty (30) days of written notice
• Customer uses Software in violation of Section 2.4 (Prohibited Uses)
• Customer refuses to comply with audit requests under Section 4

6.3 Termination for Convenience by Customer

Customer may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies. Termination does not entitle Customer to a refund except as provided in Section 7 (Refund Policy).

6.4 Effects of Termination

Upon termination:

• Customer's license to use the Software terminates immediately
• Customer must cease all use and delete all copies within ten (10) days
• Sections 5 (Intellectual Property), 6.4 (Effects of Termination), 8 (Warranty Disclaimer), 9 (Limitation of Liability), and 11 (General Provisions) survive termination

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7. REFUND POLICY

7.1 90-Day Money-Back Guarantee

CIPSCORPS LLC offers a 90-day money-back guarantee on all commercial products. Customer may request a full refund of the purchase price within ninety (90) days of the Effective Date by emailing glass@cipscorps.io with subject line "Refund Request."

7.2 Refund Process

Upon receipt of a valid refund request submitted within the 90-day period, CIPSCORPS LLC will:

• Issue a full refund of the purchase price within five (5) business days
• Process refund via the original payment method
• No reasons, explanations, or justifications are required from Customer

7.3 License Termination Upon Refund

Upon issuance of refund:

• This license terminates immediately and automatically
• Customer must cease all use of the Software within ten (10) days
• Customer must delete all copies of the Software
• Customer may not retain or use any derivative works created

7.4 After 90-Day Guarantee Period

After the 90-day guarantee period expires:

• Purchases are final and non-refundable
• Customer remains entitled to updates and support per Section 3.4
• Customer may terminate license per Section 6.3 but receives no refund

7.5 Refund Exceptions

The 90-day guarantee applies to all purchases at standard pricing.

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8. WARRANTY DISCLAIMER

8.1 AS-IS Provision

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

CIPS CORP DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

• Merchantability - No guarantee Software is suitable for sale or distribution
• Fitness for a Particular Purpose - No guarantee Software meets Customer's specific needs
• Non-Infringement - No guarantee Software doesn't violate third-party rights
• Accuracy or Reliability - No guarantee of error-free operation or accurate results
• Uninterrupted Operation - No guarantee of uptime, availability, or performance
• Data Integrity - No guarantee against data loss or corruption
• Security - No guarantee Software is free from vulnerabilities

8.2 Risk Allocation

Customer acknowledges and agrees that:

• Customer assumes all risk associated with use of the Software
• Customer is responsible for implementing appropriate backups and disaster recovery
• Customer is responsible for testing Software before production deployment
• CIPSCORPS LLC has no obligation to provide support, updates, or fixes except as explicitly stated in Section 3.4

8.3 No Oral Modifications

No employee, agent, or representative of CIPSCORPS LLC has authority to make warranties or representations beyond those in this Agreement. Any statements made during sales, support, or otherwise are informational only and do not create warranties.

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9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIPS CORP SHALL NOT BE LIABLE FOR:

• Lost profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption or downtime
• Cost of substitute products or services
• Indirect, incidental, special, consequential, or punitive damages

EVEN IF CIPSCORPS LLC has been advised of the possibility of such damages.

9.2 Cap on Direct Damages

CIPSCORPS LLC's total cumulative liability for all claims arising from or related to this Agreement or the Software, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Customer to CIPSCORPS LLC for the specific Software product giving rise to the claim.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to:

• Customer's breach of Section 2.4 (Prohibited Uses), particularly unauthorized redistribution
• Customer's violation of CIPSCORPS LLC's intellectual property rights
• Refunds owed under Section 7 (Refund Policy)
• Liability that cannot be excluded or limited by applicable law

9.4 Basis of the Bargain

Customer acknowledges that the limitations in this Section 9 are fundamental elements of the basis of the bargain between the parties. CIPSCORPS LLC would not provide the Software at the stated price without these limitations.

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10. CONFIDENTIALITY

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by either party that is marked confidential or would reasonably be considered confidential under the circumstances, including:

• For CIPSCORPS LLC: Software source code, technical architecture, pricing terms, business strategies
• For Customer: Customer Data, business information, usage data

10.2 Obligations

Each party agrees to:

• Protect Confidential Information using at least the same degree of care used for its own confidential information (but no less than reasonable care)
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties except as required by law or with prior written consent

10.3 Exceptions

Confidential Information does not include information that:

• Was publicly available before disclosure
• Becomes publicly available through no fault of receiving party
• Was rightfully known by receiving party before disclosure
• Is independently developed by receiving party without use of Confidential Information
• Is disclosed with written permission

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11. GENERAL PROVISIONS

11.1 Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to conflict of law principles. Any disputes arising from this Agreement shall be resolved exclusively in the state or federal courts located in Virginia, and each party consents to the personal jurisdiction of such courts.

11.2 Dispute Resolution

Before filing any lawsuit, the parties agree to attempt good faith negotiation for at least thirty (30) days. If negotiation fails, either party may proceed with formal legal action.

11.3 Attorney's Fees

In any legal action arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings, whether written or oral. This Agreement may only be modified by a written amendment signed by both parties.

11.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

11.6 Waiver

No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. Failure to enforce any provision shall not constitute a waiver of the right to enforce it later.

11.7 Assignment

Customer may not assign or transfer this Agreement without CIPSCORPS LLC's prior written consent. CIPSCORPS LLC may assign this Agreement to any successor or affiliate. Any attempted unauthorized assignment is void.

11.8 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, or internet failures.

11.9 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations. Customer shall not export or re-export the Software to prohibited countries or individuals.

11.10 Notices

All notices under this Agreement must be in writing and sent to:

For CIPSCORPS LLC: C.I.P.S. LLC 1753 Bernard Dr Elliston, VA 24087 Email: glass@cipscorps.io

For Customer: Email address provided during purchase

Notices are effective upon receipt if sent via email or three (3) business days after mailing if sent via postal service.

11.11 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

11.12 Third-Party Beneficiaries

This Agreement confers no rights upon any person or entity other than the parties and their permitted successors and assigns.

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12. ACCEPTANCE

By purchasing, installing, accessing, or using the Software, Customer acknowledges that Customer has read this Agreement, understands it, and agrees to be bound by its terms.

Software Licensed: PyTorch Memory Enterprise Base License Fee: $600 Per Additional Developer: $60

Electronically accepted via purchase confirmation

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CIPSCORPS LLC Contact Information: C.I.P.S. LLC 1753 Bernard Dr Elliston, VA 24087 Email: glass@cipscorps.io Website: https://cipscorps.io

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EULA Version 1.0 Effective: January 26, 2026 Product: PyTorch Memory Enterprise

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Copyright (c) 2026 C.I.P.S. LLC. All rights reserved.