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  RockyGuard Library - Software License Agreement
  Version 1.0
  Copyright (c) 2025-2026 Rocky Software Inc. All rights reserved.
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IMPORTANT NOTICE - PLEASE READ CAREFULLY

This document is a template Software License Agreement prepared for the
RockyGuard Library. It is a starting point intended to capture the commercial
and technical terms typical for a commercial software licensing product.

LEGAL REVIEW REQUIRED: Before using this agreement with any customer, the
Licensor must have it reviewed and adapted by a qualified attorney in the
appropriate jurisdiction(s). This template is not legal advice, and neither
its completeness nor its enforceability is warranted.

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  PARTIES AND EFFECTIVE DATE
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This Software License Agreement (the "Agreement") is entered into as of the
Effective Date set forth in the accompanying vendor license file, by and
between:

  LICENSOR:  Rocky Software Inc.
             213 McKean Dr, Stouffville, ON, Canada L4A 5E2
             ("Licensor", "we", "us", or "our")

  LICENSEE:  The legal entity identified in the vendor license file issued
             to Licensee by Licensor.
             ("Licensee", "you", or "your")

By installing, copying, or otherwise using the Software (as defined below),
Licensee agrees to be bound by the terms of this Agreement. If Licensee does
not agree to the terms, Licensee must not install or use the Software.

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  1. DEFINITIONS
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1.1 "Software" means the RockyGuard C++ license-checking library, including
    all precompiled static and dynamic libraries, header files, command-line
    tools, example programs, and accompanying documentation provided by
    Licensor, together with any updates Licensor makes available under this
    Agreement.

1.2 "Vendor License" means the signed JSON credential file issued by Licensor
    to Licensee that authorizes Licensee's use of the Software. The Vendor
    License specifies Licensee's authorized tier, license model, hardware
    bindings, usage limits, and expiry date.

1.3 "End-User License" means a license file that Licensee creates and signs
    with Licensee's own private key using the Software, and that Licensee
    distributes to its own end users for use with Licensee's application.

1.4 "Licensee Application" means the software product(s) developed by
    Licensee that integrate the Software for the purpose of authenticating
    End-User Licenses.

1.5 "End User" means a natural person or legal entity that uses Licensee
    Application under an End-User License.

1.6 "Tier" means Basic or Premium, as indicated in the Vendor License and
    as described in the accompanying Documentation.

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  2. LICENSE GRANT
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2.1 Subject to Licensee's continued compliance with this Agreement and
    payment of applicable fees, Licensor grants to Licensee a non-exclusive,
    non-transferable, non-sublicensable, worldwide license during the Term
    to:

    (a) install and use the Software on the machine(s) identified in the
        Vendor License for the purpose of generating End-User Licenses and,
        if the Vendor License is Premium tier, operating the RockyGuard
        floating license server;

    (b) integrate the Software's client-side components (LicenseVerifier,
        FloatingLicenseClient, HardwareFingerprint) into Licensee Application
        for distribution to End Users solely to authenticate End-User
        Licenses issued by Licensee;

    (c) distribute the Software's client-side precompiled binaries (static
        or shared library, required OpenSSL runtime, and the .sig integrity
        file) as an embedded component of Licensee Application.

2.2 The Vendor License governs:

    (a) Tier: Basic (node-locked end-user licensing only) or Premium
        (adds floating license support and configurable generation limits);

    (b) Model: Node-Locked (single Licensee machine) or Developer Seats
        (up to N authorized Licensee machines);

    (c) Usage limits: for Premium tier, the maximum number of End-User
        Licenses that Licensee may generate (the "Generation Limit");

    (d) Hardware bindings: fingerprints of the machine(s) on which the
        Software may be used for license generation;

    (e) Expiry date: the date after which the Vendor License will no longer
        authorize license generation or floating server operation.

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  3. RESTRICTIONS
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Licensee shall not, and shall not permit any third party to:

3.1 sell, sublicense, rent, lease, lend, or otherwise transfer the Software
    or any portion thereof to any third party except as expressly permitted
    in Section 2.1(c);

3.2 distribute to End Users any server-side components of the Software,
    including but not limited to LicenseGenerator, FloatingLicenseServer,
    vendor_license_create tool, integrity_sign tool, or Licensor's vendor
    public key materials beyond those embedded in the distributed library
    binaries;

3.3 distribute, disclose, or grant any third party access to the Vendor
    License file, Licensee's private signing keys, or Licensor's private
    vendor key;

3.4 reverse engineer, decompile, disassemble, or attempt to derive the
    source code of the Software, except to the extent such activity is
    expressly permitted by applicable law notwithstanding this restriction;

3.5 modify, patch, or otherwise alter the compiled Software binaries, or
    attempt to circumvent the Software's binary integrity verification,
    signature verification, clock-manipulation detection, hardware
    fingerprinting, or any other technical enforcement mechanism;

3.6 delete, tamper with, or otherwise attempt to reset the Software's
    persistent state (including but not limited to time anchor files,
    generation counter files, integrity signature files, or registry
    entries) with intent to circumvent the Generation Limit, expiry, or
    other usage restrictions specified in the Vendor License;

3.7 generate End-User Licenses in excess of the Generation Limit specified
    in the Vendor License, whether by technical circumvention, re-
    installation, machine cloning, clock manipulation, or any other means;

3.8 use the Software on machines not authorized by the Vendor License, or
    permit machines beyond the authorized set to invoke license-generation
    functionality;

3.9 use the Software in any manner that violates applicable law, infringes
    the intellectual property rights of any third party, or is intended to
    transmit malware or other harmful code;

3.10 remove, obscure, or alter any copyright, trademark, or other
     proprietary notices contained in or on the Software.

The Parties acknowledge that the technical enforcement mechanisms in the
Software (including multi-location persistent state, HMAC integrity, clock
manipulation detection, and binary integrity verification) are deterrents
against accidental or casual misuse. Deliberate technical circumvention of
these mechanisms constitutes a material breach of this Agreement regardless
of whether such circumvention succeeds.

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  4. OWNERSHIP AND INTELLECTUAL PROPERTY
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4.1 The Software is licensed, not sold. Licensor retains all right, title,
    and interest in and to the Software, including all intellectual property
    rights therein. No title or ownership is transferred by this Agreement.

4.2 Licensee retains all right, title, and interest in Licensee Application,
    End-User Licenses Licensee generates, and Licensee's private signing
    keys. Licensor claims no rights in Licensee's content or End Users.

4.3 Feedback, suggestions, or recommendations that Licensee provides
    regarding the Software are provided on a non-confidential basis, and
    Licensor may use them without obligation to Licensee.

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  5. FEES AND PAYMENT
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5.1 Licensee shall pay Licensor the fees specified in the applicable order
    form, purchase order, or quotation (the "Order"). All fees are non-
    refundable except as expressly provided in this Agreement or required
    by applicable law.

5.2 Unless otherwise stated in the Order, all fees are exclusive of taxes.
    Licensee is responsible for all applicable taxes other than taxes based
    on Licensor's net income.

5.3 Late payments may accrue interest at the lesser of 1.5% per month or
    the maximum rate permitted by applicable law. Licensor may suspend
    issuance of new Vendor Licenses or updates while Licensee's account
    is overdue.

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  6. TERM AND TERMINATION
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6.1 This Agreement commences on the Effective Date and continues until the
    expiry date specified in the Vendor License, unless earlier terminated
    (the "Term").

6.2 Licensor may terminate this Agreement immediately upon written notice
    if Licensee materially breaches any provision of this Agreement and
    fails to cure such breach within thirty (30) days after receiving
    written notice thereof, or immediately and without opportunity to cure
    in the case of breaches of Sections 3.2, 3.3, 3.4, 3.5, 3.6, or 3.7.

6.3 Upon termination or expiry:

    (a) all rights granted to Licensee under Section 2 cease;

    (b) Licensee shall cease all use of the Software and destroy all copies
        of server-side Software components (including the Vendor License
        file) within Licensee's control;

    (c) Licensee may continue to distribute copies of Licensee Application
        that were compiled and built prior to termination, provided that
        such distribution does not require Licensee to generate new
        End-User Licenses;

    (d) End-User Licenses validly issued prior to termination remain
        valid for their stated term.

6.4 Sections that by their nature should survive termination (including
    without limitation Sections 3, 4, 7, 8, 9, 10, 11, and 12) shall
    survive termination of this Agreement.

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  7. WARRANTIES AND DISCLAIMERS
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7.1 Licensor warrants that, for a period of ninety (90) days from the
    Effective Date, the Software will perform substantially in accordance
    with the accompanying Documentation when used in accordance with this
    Agreement. Licensor's sole obligation, and Licensee's exclusive remedy,
    for any breach of this warranty is, at Licensor's option, to repair or
    replace the Software or to refund the fees paid by Licensee for the
    non-conforming Software.

7.2 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SOFTWARE IS
    PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND,
    WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY
    DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
    PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.3 Licensor does not warrant that the Software will meet Licensee's
    requirements, operate without interruption, be free of errors, or that
    any errors will be corrected. Licensor does not warrant that the
    Software's technical enforcement mechanisms are impervious to all
    forms of attack or circumvention.

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  8. LIMITATION OF LIABILITY
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8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
    EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
    CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING
    WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR
    LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
    SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 EXCEPT FOR LIABILITY ARISING FROM LICENSEE'S BREACH OF SECTION 3 OR
    EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL
    AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES
    PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING
    THE EVENT GIVING RISE TO THE CLAIM.

8.3 THE LIMITATIONS IN THIS SECTION 8 SHALL APPLY NOTWITHSTANDING THE
    FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS
    REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN
    ESSENTIAL BASIS OF THE BARGAIN.

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  9. INDEMNIFICATION
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9.1 By Licensor. Licensor shall defend, indemnify, and hold harmless
    Licensee from any third-party claim alleging that the Software, as
    provided by Licensor and used in accordance with this Agreement,
    infringes any patent, copyright, or trademark, and shall pay any
    damages finally awarded by a court of competent jurisdiction. Licensor's
    obligations under this Section do not apply to claims arising from:
    (a) modifications to the Software not made by Licensor; (b) combination
    of the Software with products or services not provided by Licensor;
    or (c) use of the Software outside the scope of this Agreement.

9.2 By Licensee. Licensee shall defend, indemnify, and hold harmless
    Licensor from any third-party claim arising from: (a) Licensee
    Application; (b) End-User Licenses generated by Licensee; (c) Licensee's
    breach of this Agreement; or (d) Licensee's violation of applicable
    law.

9.3 Procedure. The indemnified party shall: (a) promptly notify the
    indemnifying party in writing of the claim; (b) grant the indemnifying
    party sole control of the defense and settlement; and (c) provide
    reasonable cooperation at the indemnifying party's expense.

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  10. CONFIDENTIALITY
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10.1 Each party may disclose to the other ("Receiving Party") non-public
     information that is designated as confidential or that a reasonable
     person would consider confidential under the circumstances
     ("Confidential Information"). Confidential Information of Licensor
     includes the Software source code (to the extent Licensee obtains
     access thereto), Licensor's private keys, pricing, and roadmap.
     Confidential Information of Licensee includes Licensee's private keys,
     End-User data, and customer lists.

10.2 The Receiving Party shall: (a) use Confidential Information only to
     perform its obligations or exercise its rights under this Agreement;
     (b) protect Confidential Information with the same degree of care it
     uses to protect its own confidential information, but in no event
     less than reasonable care; and (c) not disclose Confidential
     Information to any third party except to employees, contractors, or
     agents who have a need to know and who are bound by confidentiality
     obligations no less protective than those in this Section.

10.3 Confidential Information does not include information that: (a) is
     or becomes public through no fault of the Receiving Party; (b) was
     known to the Receiving Party prior to disclosure; (c) is rightfully
     received from a third party without confidentiality obligations; or
     (d) is independently developed without reference to the Confidential
     Information.

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  11. DATA AND PRIVACY
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11.1 The Software collects and persists locally: hardware fingerprints
     of Licensee machines, vendor license identifiers, generation counters,
     and time anchor timestamps. The Software does not transmit any of
     this information to Licensor or any third party, except that the
     Software performs anonymous HTTPS connections to a rotating pool of
     public internet hosts (e.g., google.com, microsoft.com, cloudflare.com)
     solely to verify the system clock.

11.2 Licensee is responsible for compliance with applicable data protection
     laws with respect to Licensee's own End Users. The Software does not
     collect personal data from End Users unless Licensee configures it
     to do so via optional fields in End-User License files.

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  12. GENERAL PROVISIONS
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12.1 Governing Law. This Agreement shall be governed by the laws of
     the Province of Ontario, Canada, without regard to conflicts of law principles. The
     parties submit to the exclusive jurisdiction of the courts of
     the Province of Ontario, Canada for any dispute arising under this Agreement.

12.2 Export Control. Licensee shall comply with all applicable export
     control laws and regulations, including without limitation the
     U.S. Export Administration Regulations.

12.3 Entire Agreement. This Agreement, together with the Vendor License
     file and any Orders referenced herein, constitutes the entire
     agreement between the parties and supersedes all prior or
     contemporaneous agreements regarding the subject matter.

12.4 Amendments. Any amendment to this Agreement must be in writing and
     signed by authorized representatives of both parties.

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

12.6 Waiver. No waiver of any breach shall be deemed a waiver of any
     subsequent breach. Waivers must be in writing to be effective.

12.7 Assignment. Licensee may not assign this Agreement without Licensor's
     prior written consent, except to a successor in connection with a
     merger, acquisition, or sale of substantially all of Licensee's
     assets, provided such successor assumes all obligations of this
     Agreement. Any attempted assignment in violation of this Section is
     void.

12.8 Notices. Notices under this Agreement shall be in writing and
     delivered to the addresses specified in the Order or Vendor License.

12.9 Force Majeure. Neither party shall be liable for delays or failures
     in performance caused by circumstances beyond its reasonable control,
     excluding payment obligations.

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

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  ACCEPTANCE
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BY INSTALLING OR USING THE SOFTWARE, OR BY ACCEPTING A VENDOR LICENSE FILE
ISSUED BY LICENSOR, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.

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  End of Software License Agreement
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