LICENSE

Copyright 2024 Lagrange, Inc.

THIS SOFTWARE LICENSE IS A LEGALLY BINDING AGREEMENT BETWEEN LAGRANGE LABS INC. 
(“Lagrange”) AND THE LEGAL ENTITY YOU REPRESENT (“You”). IF YOU USE OR ARE 
ENGAGING IN ACTIVITIES UNDER THIS AGREEMENT FOR A BUSINESS, COMPANY OR CORPORATE 
ENTITY (“Company”), WHETHER AS AN EMPLOYEE OR CONTRACTOR, THE TERM “YOU” 
INCLUDES, AND THE TERMS AND CONDITIONS HEREOF ARE BINDING ON, BOTH YOU AS AN 
INDIVIDUAL AS WELL AS SUCH COMPANY. IN ADDITION, YOU REPRESENT AND WARRANT THAT 
YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, AND THAT SUCH COMPANY HAS 
AUTHORIZED YOU TO ACCEPT THE TERMS OF THIS AGREEMENT ON ITS BEHALF.

LAGRANGE IS WILLING TO PROVIDE A COPYRIGHT LICENSE TO CERTAIN SOFTWARE AND 
DOCUMENTATION (EACH DEFINED BELOW) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT 
AND AGREE TO AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. 
BY CLICKING THAT YOU ACCEPT THESE TERMS OR BY USING THE SOFTWARE, YOU 
ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE 
TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. DEFINED TERMS. In addition to other terms that may be defined herein, the 
following capitalized terms have the meanings set forth as follows:

1.1. “Documentation” means documentation that Lagrange provides or otherwise 
makes available to You in connection with the Software or Platform.

1.2. “Platform” means Lagrange’s propriety proving network optimized for 
generating large scale batch storage, receipt or transactions proofs, 
concurrently with arbitrary dynamic distributed computation, as the network may 
be developed, revised, improved, modified, expanded, or otherwise improved from 
time to time.

1.3. “Software” means the software that Lagrange provides or makes available to 
You, whether in source code or object code format, in connection with the 
Platform.

2. COPYRIGHT LICENSE. Subject to and conditioned upon Your compliance with the 
terms and conditions set forth in this Agreement, Lagrange hereby grants to You 
a personal, non-exclusive, non-sublicenseable, non-transferable, revocable, 
limited license under Lagrange’s copyrights, during the Term, (i) to download, 
install, and internally use the Software solely for the purpose of testing and 
evaluating it, (ii) to internally use an unmodified version of the Software 
solely in connection with Your use of the Platform (subclauses (i) and (ii) 
together, the “Permitted Purpose”), and (iii) to reproduce a reasonable number 
of copies of the Documentation on an internal basis only, and solely in support 
of the Permitted Purpose.

3. THIRD PARTY LICENSES. The delivery of the Software does not convey a license, 
nor imply any rights, to use third party programs. A separate and independent 
license for such use may be required and You will be solely responsible to 
verify whether such license is needed in conjunction with Your use of such third 
party programs. If applicable, certain third party notices may be made available 
at https://www.lagrange.dev/license_3rdParty or accompanying the Software (e.g., 
available in the Software readme files). The notices accompanying the Software 
control over the notices posted at https://www.lagrange.dev/license_3rdParty with 
respect to the applicable third party programs.

4. RESERVATION OF RIGHTS; NO GRANT OF PATENT RIGHTS. The Software is licensed 
and not sold to You. You acknowledge and agree that nothing in this Agreement 
conveys, assigns, or otherwise transfers to You any title or ownership rights in 
any part of the Software, Documentation, or Platform or to any intellectual 
property rights of Lagrange. Except for the express copyright licenses granted 
to You in Section 2, no other intellectual property rights are granted by 
Lagrange under or as a result of this Agreement (whether expressly, impliedly, 
by virtue of estoppel or exhaustion, or otherwise). You acknowledge and agree 
that neither the delivery of any part or all of the Software nor any provision 
of this Agreement will be deemed or construed to grant (whether expressly, by 
implication or by way of estoppel or otherwise) any right, license, authority to 
infringe, or immunity from infringement liability under or to any patents or 
other intellectual property rights of Lagrange covering or relating to any 
technology (including any product or invention) not embodied solely in the 
Software.

5. SOFTWARE RESTRICTIONS. Except as expressly permitted in Section 2, (a) You 
must not reproduce, distribute, publicly perform, publicly display, or create 
derivative works of or based on the Software, or disclose, rent, lease, loan, 
provide, or otherwise transfer, in any manner, to any third party the Software, 
Documentation or any portion thereof, and (b) You will not reverse engineer, 
disassemble, decompile, or translate the Software or any portion thereof, except 
if and to the extent expressly permitted under any applicable law. You must not 
incorporate, link, distribute, or use any third party software or code in 
conjunction with (i) the Software (ii) any software, products, documentation, 
content, or other materials developed using the Software, or (iii) any 
derivative works that You make using the source code portions of the Software 
(if any), in such a way that: (x) creates, purports to create,or has the 
potential to create, obligations with respect to the Software, including the 
distribution or disclosure of any source code; or (y) grants, purports to grant, 
or has the potential to grant to any third party any rights to or immunities 
under any intellectual property rights or proprietary rights of Lagrange, 
including as the rights exist in or relate to the Software.

6. DISCLAIMER OF WARRANTIES

6.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE, PLATFORM, AND 
DOCUMENTATION IS AT YOUR SOLE RISK. THE SOFTWARE AND PLATFORM ARE PROVIDED “AS 
IS ”AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY 
OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LAGRANGE, 
ITS SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, 
SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 
NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF 
TRADE, AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. LAGRANGE DOES NOT 
REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR PLATFORM 
WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE OR PLATFORM 
WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR PLATFORM 
WILL BE CORRECTED.

6.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO 
CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL LAGRANGE, ITS AFFILIATES, SERVICE 
PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES 
OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY 
OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, 
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF 
OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION 
OR USE OF, OR INABILITY TO USE, THE SOFTWARE OR PLATFORM, EVEN IF LAGRANGE HAS 
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LAGRANGE'S CUMULATIVE LIABILITY 
ARISING FROM THE SOFTWARE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, 
WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, CONTRIBUTION, 
OR OTHERWISE, WILL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT 
NOT TO EXCEED US $100 OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY.

6.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 7 (DISCLAIMER 
OF WARRANTIES) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Lagrange does not 
disclaim any warranty or other right that Lagrange is prohibited from 
disclaiming under applicable law.

7. INDEMNITY. You agree to indemnify and hold harmless Lagrange, its affiliates 
and licensors, and each of their respective officers, directors, employees, 
agents and successors and assigns (each, a “Lagrange Indemnitee”), from and 
against any and all claims, actions, suits, demands, causes of action, losses, 
liabilities, damages, costs and expenses, incurred or otherwise suffered by each 
Lagrange Indemnitee (including costs of defense, investigation, and reasonable 
attorneys’ fees) arising out of, resulting from, or related Your use of the 
Software. If and as requested by Lagrange, You agree to defend, at Your cost, 
each Lagrange Indemnitee in connection with any third party claims, demands, or 
causes of action resulting from, arising out of or in connection with any of the 
foregoing; provided that You will not settle any claim, action, or suit without 
the prior written consent of Lagrange. LAGRANGE HAS NO OBLIGATION TO DEFEND, 
INDEMNIFY, OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.

8. TERM AND TERMINATION. This Agreement is effective upon acceptance by You and 
continues until terminated as provided herein (the “Term”). You may terminate 
this Agreement at any time by deleting and destroying all copies of the Software 
and Documentation and all related information in Your possession or control and 
providing Lagrange with written notice thereof. The licenses granted to you by 
Lagrange under this Agreement and your right to access the Software terminate 
immediately and automatically, with or without notice, if You fail to comply 
with any provision of this Agreement. Additionally, Lagrange may at any time 
terminate this Agreement, either with or without cause, upon notice to you. 
Sections 1 and 4 through 9 survive the termination of this Agreement.

9. MISCELLANEOUS. This Agreement is governed and interpreted in accordance with 
the laws of the state of California, United States of America, without giving 
effect to its conflict of laws provisions that would result in the application 
of the laws of a different state or country. Any claim, lawsuit, or proceeding 
arising out of or related to this Agreement must be brought exclusively in the 
courts of Los Angeles County, California and You consent to the exclusive 
jurisdiction and venue of such courts, provided that either party may seek 
injunctive or other equitable relief in any court with jurisdiction. If any 
provision (or portion of a provision) of this Agreement is held to be illegal, 
invalid, or unenforceable, the legality, enforceability, or validity of the 
remaining provisions (or portion of the applicable provision) of this Agreement 
will not be affected. This Agreement (constitutes the entire and exclusive 
agreement between Lagrange and You with respect to the Software. You must abide 
by all applicable local, state, national, and foreign laws, treaties, and 
regulations in connection with Your use of the Software. If You are acting on 
behalf of an agency or instrumentality of the U.S. government, the Software and 
Documentation, as applicable, are “commercial computer software” and “commercial 
computer software documentation” developed exclusively at private expense by 
Lagrange. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as 
applicable, use, reproduction, and disclosure of the Software is governed by the 
terms of this Agreement. You must not delegate, transfer, or assign this 
Agreement or any of the rights, duties, or obligations hereunder (whether 
voluntarily, by operation of law, or otherwise) without Lagrange’s prior written 
consent. Except to the extent that Lagrange is expressly precluded by applicable 
law, Lagrange further reserves the right to make changes to this Agreement, 
including as needed to reflect changes in business practices or to reflect 
changes in or required by law or otherwise, by providing You with reasonable 
notice of the changes.