# Frogfish Binary License Version 1.0 — Effective 29 September 2026 Copyright © 2026 Alexander R. Croft. All rights reserved. Licensed by Frogfish LLC under authority from the copyright owner. ## Important notice This Frogfish Binary License (the **Agreement**) is a legal agreement between **Frogfish LLC**, a New Mexico limited liability company (**Licensor**), and the individual or legal entity accepting this Agreement (**Licensee**). **Alexander R. Croft** (the **Copyright Owner**) owns the copyright and other intellectual property in the Software and has authorized Licensor to grant this Agreement. The Copyright Owner is not a party to this Agreement and has no obligation or liability to Licensee under it. He may enforce it as described in Section 17.7. By affirmatively accepting this Agreement, signing an Order that incorporates it, or downloading, installing, or using the Software after receiving a clear opportunity to review it, Licensee agrees to be bound by it. A person accepting for an entity represents that the person has authority to bind that entity. If Licensee does not agree, Licensee must not download, install, or use the Software. The Software is proprietary binary software. It is **not open-source software** and source code is not supplied under this Agreement. Certain protocols, headers, clients, specifications, libraries, or third-party components may be provided under separate terms; those terms govern those materials. ## 1. Agreement structure and precedence 1.1 **Agreement documents.** The agreement for Software consists of: 1. this Agreement; 2. the Release Manifest accompanying the Software, which identifies artifacts but cannot alter this Agreement; 3. any Order signed or affirmatively accepted by Licensee and Licensor that grants additional rights or services; and 4. any support, maintenance, privacy, or data-processing terms expressly incorporated by that Order. 1.2 **Precedence.** If the documents conflict, a mutually signed Order controls only for additional rights or services it expressly grants; this Agreement then controls. A Release Manifest cannot reduce or modify the license. Separate open- source and third-party terms govern their identified materials. 1.3 **Version integrity.** This Agreement applies to the specific Software version with which it is delivered. Licensor may offer later versions under different terms, but new terms do not retroactively change the license for a lawfully acquired earlier version unless Licensee affirmatively agrees. 1.4 **Commercial terms.** This Agreement does not state the price of the Software or oblige Licensor to provide accounts, downloads, updates, maintenance, support, or future versions. Price, payment, subscription, and service terms, if any, are separate commercial terms. ## 2. Definitions 2.1 **Affiliate** means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of the voting interests or the legal power to direct management. 2.2 **Authorized Contractor** means an individual or entity engaged by Licensee to provide services to Licensee, who accesses the Software solely for Licensee's benefit, is bound by written confidentiality and use restrictions at least as protective as this Agreement, and has no independent right to the Software. Licensee is responsible for its Authorized Contractors. 2.3 **Authorized User** means Licensee and its personnel and Authorized Contractors who use the Software under this Agreement. 2.4 **Binary Software** means any compiled executable, object-code library, container image, firmware image, plugin, runtime, toolchain, or other machine- executable Frogfish artifact delivered with this Agreement and identified by a Release Manifest, including Documentation and Updates that Licensor expressly subjects to this Agreement. It excludes Source Materials, Open Materials, Third-Party Materials, and Customer Data. 2.5 **Customer Data** means data, content, configurations, credentials, models, instructions, and other material supplied to or generated through authorized use of the Software by or for Licensee. It excludes the Software, diagnostic material that reproduces the Software, and pre-existing material owned by Licensor or its licensors. 2.6 **Documentation** means user and operator documentation supplied by Licensor for the applicable Software. Public specifications are Open Materials, not proprietary Documentation, where their accompanying terms say so. 2.7 **Embedded Product** means a Licensee product into which a Redistributable Component is incorporated and which provides material independent functionality. 2.8 **Entitlement Evidence** means a signed license file, registry grant, certificate, token, account claim, Order identifier, artifact manifest, or other evidence by which Licensor authorizes acquisition or use of specified Software. Entitlement Evidence is not Customer Data. 2.9 **Authorized Use** means use within the rights granted by this Agreement and any applicable entitlement or Additional Commercial Grant. The Software is proprietary binary software, not open-source software, a public-domain dedication, a sale, or a transfer of ownership. 2.10 **High-Risk System** means a system in which failure or misuse of the Software could reasonably be expected to cause death, serious bodily injury, catastrophic physical damage, or material environmental harm, including safety- critical control of nuclear facilities, aircraft navigation or flight, life-support equipment, weapons, or emergency shutdown systems. 2.11 **Software** means all Binary Software delivered with this Agreement, including Kiku, Residiuum, Gritpack, Meerkat, Frogfish runtimes, plugins, modules, and future Frogfish binary products identified by a Release Manifest. 2.12 **Open Materials** means any protocol, public interface, specification, header, binding, thin client, test vector, source file, or other material that Licensor expressly identifies as governed by a separate open-source or open- content license. 2.13 **Order** means a purchase order, order form, entitlement grant, online checkout record, or other transaction document accepted by Licensor that identifies the Software and any additional purchased rights or services. An Order cannot reduce the rights already granted by this Agreement for a lawfully acquired version unless Licensee expressly agrees to a negotiated replacement. 2.14 **Release Manifest** means the immutable product, version, build, module, platform, artifact, digest, signature, provenance, Open Materials, Third-Party Materials, notice, and Redistributable Component inventory accompanying a release. It is evidence of artifact identity and composition, not a separate license, and cannot reduce or modify this Agreement. 2.15 **Redistributable Component** means a Binary Software library, runtime, plugin, or other artifact identified as redistributable in a Release Manifest. An artifact is not a Redistributable Component merely because it can technically be copied, linked, packaged, or downloaded. 2.16 **Restricted Service** means an offering to third parties whose primary purpose or material value is to provide the Software, or a substantial set of its general-purpose features, as a hosted or managed database, storage engine, filesystem, package service, build system, query engine, graph engine, ETL or data-processing platform, developer API, white-label product, service bureau, or substantially similar substitute. A Powered Application that satisfies Section 3.3 is not a Restricted Service. 2.17 **Source Materials** means source code, build scripts not included as Open Materials, non-public design material, debug symbols, private test material, and other human-readable implementation material for the Binary Software. 2.18 **Third-Party Materials** means software or other material owned by a third party and identified as subject to separate terms. 2.19 **Update** means a patch, maintenance release, upgrade, replacement, or other later artifact that Licensor expressly makes subject to this Agreement. 2.20 **Additional Commercial Grant** means an express right in a mutually signed Order to operate a Restricted Service, provide OEM or white-label distribution, redistribute a non-Redistributable Component, or exercise another right not granted by this Agreement. 2.21 **Connected Service** means a hosted account, registry, package, distribution, update, control-plane, telemetry, or other network service with which the Binary Software interoperates but which is not itself delivered as Binary Software under this Agreement. 2.22 **Protected Implementation Material** means the Binary Software, Source Materials, and any non-public implementation information embodied in or derived from them, including non-public intermediate representations, algorithms as expressed in the Software, control flow, data structures, interfaces, protocols, models, signing material, diagnostic material, and source-like or machine-readable representations. It does not include Customer Data, Licensee's independently created source code, ordinary outputs described in Section 5.3, Open Materials, public behavior observed through documented interfaces, or information independently developed without prohibited use of the Software. 2.23 **Copyright Owner** means Alexander R. Croft and his heirs, personal representatives, successors, and assigns. In this Agreement, a reference to Licensor's licensors includes the Copyright Owner. ## 3. License grants Subject to Licensee's compliance with this Agreement and the commercial terms, if any, under which the Software was lawfully acquired, Licensor grants Licensee the following worldwide, non-exclusive rights. Rights not expressly granted are reserved. ### 3.1 Universal use grant Licensee may download, install, execute, configure, and use the Software for any lawful personal, educational, experimental, development, testing, evaluation, internal-business, and commercial-production purpose. This includes local, hosted, cloud, CI, build, test, staging, production, backup, and disaster- recovery environments. Licensee may use the Software to create, compile, store, process, query, build, operate, sell, license, distribute, and support commercial or proprietary software, open-source software, internal systems, services, websites, devices, firmware, databases, and other products. This Agreement gives Licensor no ownership interest in Customer Data, customer applications, or ordinary outputs. Any price for acquiring or using the Software is governed separately and does not convert customer property into Licensor property. Licensee may make copies reasonably necessary for installation, execution, caching, backup, security scanning, and disaster recovery, with proprietary notices preserved. ### 3.2 Affiliates and contractors Licensee's Affiliates and Authorized Contractors may exercise these rights solely for Licensee's or the applicable Affiliate's benefit. Each Affiliate accepting or using the Software is independently responsible for compliance. Licensee must remove contractor access when it is no longer required. ### 3.3 Powered applications and services Licensee may use the Software to power a website, application, device, business process, or service used by third parties and may charge for it, provided that: 1. the third party receives the distinct functionality of Licensee's product or service rather than access to the Software as a general-purpose product; 2. the Software is not separately exposed, marketed, sublicensed, or made available for third-party workloads; and 3. users cannot extract or use the Software independently. The mere fact that customers benefit from a product powered by the Software does not make it a Restricted Service. ### 3.4 Embedded redistribution Licensee may reproduce and distribute Redistributable Components in compiled form as an inseparable, non-general-purpose part of an Embedded Product, provided that: 1. the Embedded Product provides material independent functionality and is not a repackaging, substitute, or distribution vehicle for the Software; 2. Licensee does not expose credentials, private interfaces, Source Materials, debug symbols, signing material, or functionality that permits standalone use of the component, except Open Materials intended for application use; 3. Licensee preserves required notices and uses end-user terms protecting the component against standalone extraction, redistribution, reverse engineering, and circumvention, subject to mandatory law; and 4. Licensee remains responsible for its distribution channel. A downstream recipient may execute the Redistributable Component solely as part of a lawfully supplied Embedded Product. That right survives termination for copies lawfully distributed before termination. The recipient receives no standalone, development, registry, Source Materials, or update right. ### 3.5 Exact binary redistribution Licensee may reproduce and distribute exact, complete, unmodified copies of an official Software artifact, provided that each copy: 1. is not sold, rented, licensed for a separate charge, or independently monetized by the distributor; 2. includes this Agreement, the Release Manifest, notices, signatures, provenance information, and artifact identity; 3. is not rebranded or represented as supplied, endorsed, maintained, or warranted by anyone other than Licensor; and 4. excludes Source Materials, debug symbols, credentials, entitlement secrets, registry authority, and update rights unless Licensor supplied them as part of the official artifact for that purpose. Each recipient must accept this Agreement and obtain any Entitlement Evidence required by Licensor for that artifact before installation or use. Physical possession of a redistributed copy does not waive separate acquisition, subscription, or entitlement terms. This grant does not permit modified distribution, paid rebundling, OEM or white-label distribution, or operation of a Restricted Service. ### 3.6 Rights requiring a separate commercial agreement Operating a Restricted Service, white-labeling or rebranding the Software, selling or licensing the Software itself, distributing a modified Software artifact, or redistributing a component not identified as redistributable requires an Additional Commercial Grant in a mutually signed Order. No such right arises from technical access or from the grants above. ## 4. Restrictions and protected boundary Except as expressly permitted by this Agreement or to the minimum extent a restriction is prohibited by non-waivable law, Licensee must not, and must not enable, direct, commission, procure, or assist another person to: 1. sell, resell, publish, distribute, sublicense, lease, rent, lend, assign, transfer, timeshare, or otherwise make the Software available except under an express grant in Section 3 or an Additional Commercial Grant; 2. operate or offer a Restricted Service without an Additional Commercial Grant; 3. modify, translate, patch, or create a derivative work of the Binary Software other than configuration and use of documented public extension mechanisms; 4. analyze the Protected Implementation Material, manually or automatically, by reverse engineering, decompilation, disassembly, decryption, decoding, lifting, tracing, instrumentation, emulation, symbolic execution, abstract interpretation, semantic recovery, model extraction, or any similar method, for the purpose or with the reasonably foreseeable effect of deriving or reconstructing Source Materials or other non-public implementation information; 5. submit, disclose, upload, expose, or otherwise provide Protected Implementation Material to an artificial-intelligence, machine-learning, large-language-model, agentic, code-analysis, program-synthesis, binary- analysis, or similar system for training, fine-tuning, retrieval, embeddings, evaluation, extraction, transformation, reconstruction, or generation where the purpose or reasonably foreseeable effect is to: (a) recover Source Materials or non-public implementation information; (b) produce a source-like, intermediate, or other representation of the Software; (c) reproduce protected implementation expression; or (d) create, improve, validate, or assist a substitute for the Software or a material part of it; 6. circumvent, disable, forge, or interfere with an entitlement, signature, integrity control, license control, authentication mechanism, security control, or applicable contractual use limit; 7. remove, obscure, or alter a copyright, license, trademark, attribution, provenance, confidentiality, or other proprietary notice; 8. use non-public implementation material belonging to Licensor or its licensors to develop or assist a competing implementation; or 9. use the Software unlawfully or to infringe, misappropriate, or violate another person's rights. Section 4 does not prohibit: - ordinary performance benchmarking and publication of accurate results; - ordinary signing, provenance verification, software-composition analysis, malware scanning, performance profiling, crash diagnosis, or good-faith security testing of Licensee's authorized deployment, provided that a third- party service receiving Protected Implementation Material is contractually barred from retaining it beyond the task, training on it, using it for its own purposes, or disclosing it; - debugging or analyzing Licensee's own source code and Customer Data, including ordinary compiler diagnostics and generated-output inspection, without using Protected Implementation Material for a prohibited purpose; - development of independent software that uses documented public interfaces; - an independent implementation created solely from Open Materials and other lawfully obtained information without use of protected implementation expression; or - observation, study, testing, backup, error correction, decompilation, or interoperability work to the extent the applicable right cannot lawfully be excluded or restricted. Where applicable law permits Licensor to require a prior request for interoperability information, Licensee must make that request before decompilation. Information obtained under a mandatory exception may be used only within the purposes and limits of that exception. ## 5. Ownership, data, and feedback 5.1 **Software ownership.** The Software is licensed, not sold. The Copyright Owner owns the Software and its protected implementation, subject to the rights of third parties in Third-Party Materials. Licensor distributes and licenses the Software under written authority from the Copyright Owner. As between Licensee, Licensor, and the Copyright Owner, all right, title, and interest not expressly granted to Licensee is retained by the Copyright Owner and Licensor according to their respective rights. Licensor warrants its authority to grant the rights stated in this Agreement but does not own the underlying intellectual property. Copyright protects implementation expression; this Agreement does not claim ownership of public facts, general skills, ideas, methods, or independently created interoperable software. Except for the express grants in the Agreement documents, no license or other right arises by implication, estoppel, exhaustion, or otherwise under a copyright, patent, trade secret, trademark, database right, or other intellectual-property right, to the extent applicable law permits that reservation. 5.2 **Customer Data.** As between the parties, Licensee retains all rights in Customer Data. This Agreement does not give Licensor a right to access, collect, host, sell, train on, disclose, or otherwise process Customer Data. Any hosted service, telemetry, support upload, or personal-data processing requires a separate applicable notice or agreement. 5.3 **Outputs.** Licensee retains ownership of its source code, Customer Data, and independently created material. Subject to rights in the Software and Third-Party Materials, Licensor claims no ownership in reports, databases, object code, executables, builds, records, generated source, intermediate representations, or other outputs created through authorized use. To the extent copyright material owned by Licensor or its licensors is necessarily included in an ordinary output produced as an intended function of the Software, and that material is not separately identified as a Redistributable Component or other licensed runtime, Licensor grants Licensee a perpetual, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, modify, distribute, perform, display, sell, license, and otherwise exploit that material solely as part of or in connection with the output. The Release Manifest must identify any runtime, library, template, or other component whose redistribution remains subject to separate terms. An output does not transfer ownership of the Software embedded or reproduced in that output, and deliberate extraction or reproduction of the Software is not converted into an authorized output merely because a tool labels it as one. 5.4 **Feedback.** Licensee is not required to provide feedback. If Licensee voluntarily provides feedback without a written restriction, Licensee grants Licensor and the Copyright Owner each a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to use and incorporate it without identifying Licensee. This does not transfer Customer Data or Licensee's pre-existing intellectual property. Licensee represents that it has authority to grant this feedback license. 5.5 **Trademarks.** Frogfish and the Software's product names are trademarks of the Copyright Owner, used by Licensor under license. This Agreement grants no trademark right except the limited right to identify the Software accurately and reproduce notices required by the Release Manifest. Any public compatibility statement must not imply sponsorship or endorsement. ## 6. Delivery, entitlements, updates, and offline operation 6.1 **Artifact identity.** Licensor may identify artifacts by version, build, target, module set, and cryptographic digest. Licensee must not rely on an artifact whose signature or digest validation fails. 6.2 **Entitlements.** Entitlement Evidence may control acquisition of Software, Updates, modules, or support. It does not expand the rights in this Agreement. Likewise, technical ability to download or execute an artifact does not create a license beyond this Agreement or an Additional Commercial Grant. 6.3 **No remote kill switch for acquired artifacts.** Expiration or unavailability of registry credentials may prevent new downloads but must not remotely disable a fully acquired, authorized copy licensed under this Agreement. A genuinely subscription-dependent hosted service must be governed by separate service terms and is not converted into Binary Software by this clause. License enforcement must not deliberately corrupt, encrypt, or delete Customer Data. 6.4 **Updates.** Licensor has no obligation to provide Updates, maintenance, or support except under an Order. An Update is governed by the terms delivered with it. Licensee may continue using an earlier perpetual version under this Agreement unless that right was validly terminated for breach. 6.5 **Plugins and modules.** Separate modules may require separate Entitlement Evidence and grants. Missing entitlement must produce a clear refusal or reduced capability; it must not silently reinterpret, corrupt, or discard Customer Data. 6.6 **Connected Services.** The Binary Software may interoperate with a hosted registry, account system, update service, package service, cloud control plane, telemetry endpoint, or other online service. This Agreement licenses the Binary Software only. It does not itself grant access to, require continued operation of, or state the permitted use of a Connected Service. Access, package/content processing, availability, subscriptions, acceptable use, privacy, security, retention, export, suspension, and service termination must be governed by separate service terms clearly identified before use or in an Order. Loss of a Connected Service does not narrow offline binary rights granted under this Agreement for the applicable entitlement term. ## 7. Open and Third-Party Materials 7.1 Open Materials and Third-Party Materials are governed by their accompanying terms, not this Agreement. Those terms may grant additional rights or impose additional obligations for the identified materials. 7.2 If separate terms conflict with this Agreement, they control only for the material they govern. Nothing here narrows an open-source license or requires Licensee to treat publicly licensed material as proprietary. 7.3 Required copyright, attribution, and license notices must accompany the Software or be available through the documented notices mechanism. ## 8. Security and confidentiality 8.1 Licensee must use reasonable measures to protect non-public Entitlement Evidence, credentials, debug symbols, private documentation, and other material marked or reasonably understood as confidential. Binary Software made generally available is proprietary but is not deemed confidential merely because its source is unavailable. 8.2 Licensee must not disclose a private key, bearer token, invitation code, or other credential. Suspected compromise should be reported promptly through the published security contact. 8.3 Nothing in this Agreement prohibits a good-faith vulnerability report. Coordinated disclosure is encouraged, but any separate disclosure policy must not purport to remove non-waivable research, whistleblowing, or regulatory rights. 8.4 Source Materials, if supplied, are outside this Agreement and require a separate source-use license. An NDA alone grants no right to inspect, compile, modify, deploy, or distribute Source Materials. ## 9. Data continuity 9.1 Licensee is responsible for backups, recovery procedures, export testing, and determining whether the Software is suitable for its workload. 9.2 On expiration or termination, and unless prohibited because of a security emergency or unlawful use, Licensee may execute the Software for thirty days solely to read and export Customer Data, without accepting new production work. An Order may provide a longer period. This limited right does not revive redistribution, support, or service rights. 9.3 Licensor is not required to host Customer Data or operate an export service unless separately agreed. Where the Software itself provides export, license controls must not intentionally convert an entitlement dispute into Customer Data destruction. ## 10. Fees, records, and verification 10.1 This Agreement does not set a price. Fees, taxes, payment timing, subscriptions, renewals, refunds, usage metrics, and charges for Software, Additional Commercial Grants, support, or services are stated in a separate Order or other commercial terms accepted before acquisition or use. Commercial terms do not transfer ownership of Customer Data, customer applications, or ordinary outputs to Licensor. 10.2 Where accepted commercial terms or an Additional Commercial Grant contain an objective usage metric, Licensee must maintain records reasonably sufficient to show compliance with that metric. On reasonable written grounds to suspect a material excess, Licensor may request a written compliance certification no more than once in twelve months. Any broader audit right must be in an Order, use an independent auditor under confidentiality, avoid Customer Data where reasonably possible, and minimize operational disruption. 10.3 A technical usage report or entitlement check must collect only the data described in an applicable privacy notice. This Agreement alone authorizes no telemetry. ## 11. Support and service levels This Agreement includes no support, maintenance, uptime, response-time, or service-level commitment. Any such commitment must be stated in an Order or support agreement. Community discussion or voluntary assistance does not create a continuing obligation. ## 12. Term and termination 12.1 **Term.** This Agreement begins on acceptance. Rights continue for the entitlement term stated in the accepted commercial terms. If no entitlement term is stated, the rights are perpetual for the acquired Software version unless terminated for breach. An Additional Commercial Grant or service may have the separate term stated in its Order. 12.2 **Termination by Licensee.** Licensee may terminate at any time by stopping use and deleting all copies except copies retained as permitted below. 12.3 **Termination for breach.** Either party may terminate an applicable paid Order for the other's material breach if the breach is not cured within thirty days after written notice. Licensor may terminate a Software grant immediately for intentional unauthorized disclosure or distribution, credential theft, circumvention, or misappropriation that causes or threatens material harm, where immediate termination is proportionate and permitted by law. 12.4 **Effect.** After termination and any Section 9 data-exit period, Licensee must stop use and delete copies within its possession or control, except one non-executable archival copy retained solely where law, regulation, insurance, or an evidentiary duty requires it. Sections that by their nature should survive—including ownership, restrictions concerning retained material, confidentiality, accrued payment, warranty disclaimers, liability limits, disputes, and general terms—survive. 12.5 **Lawfully distributed Embedded Products.** Termination of Licensee's rights does not terminate an end user's right to execute a Redistributable Component already lawfully distributed as part of an Embedded Product. Licensee may not make new distributions after termination. This clause does not protect copies distributed unlawfully. ## 13. Warranties and disclaimers 13.1 Licensor warrants that it has authority to grant the rights expressly granted by this Agreement. Any additional warranty for paid Software must be in an Order. 13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFTWARE WITHOUT A SEPARATELY PURCHASED WRITTEN WARRANTY AND EVALUATION SOFTWARE ARE PROVIDED **“AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS**. LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES NOT EXPRESSLY STATED IN THIS AGREEMENT OR AN ORDER, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH A PARTICULAR SYSTEM, OR THAT DATA LOSS OR DEFECTS WILL BE CORRECTED. 13.3 The Copyright Owner gives Licensee no warranty of any kind. 13.4 Nothing excludes a warranty, guarantee, remedy, or consumer right that applicable law does not permit the parties to exclude. An Order's express warranty overrides this disclaimer to the extent of conflict. ## 14. Limitation of liability 14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. 14.2 SUBJECT TO SECTION 14.3, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING FROM THE AFFECTED SOFTWARE DURING ANY TWELVE-MONTH PERIOD WILL NOT EXCEED: (A) FOR AN ADDITIONAL COMMERCIAL GRANT OR PAID SERVICE, THE FEES PAID OR PAYABLE FOR THAT GRANT OR SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) IF NO FEES WERE PAID OR PAYABLE FOR THE AFFECTED SOFTWARE, ONE HUNDRED UNITED STATES DOLLARS (US$100). 14.3 The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited, which may include fraud, fraudulent misrepresentation, willful misconduct, gross negligence, death, personal injury, or breach of non-waivable consumer rights depending on applicable law. An Order may state a different cap for paid Software. 14.4 The limitations apply to the aggregate of contract, tort, statute, strict liability, and other claims and even if a remedy fails of its essential purpose. 14.5 **Equitable relief.** Unauthorized disclosure, distribution, circumvention, or use of protected implementation material may cause harm for which damages are not an adequate remedy. Subject to applicable law, Licensor or the Copyright Owner may seek proportionate injunctive or other equitable relief in addition to other available remedies. This does not establish that every breach causes irreparable harm or remove Licensee's right to contest the requested relief. 14.6 **Copyright Owner.** To the maximum extent permitted by law, the Copyright Owner has no liability to Licensee under or in connection with this Agreement or the Software, whether in contract, tort, statute, or otherwise. Licensee's remedies for any claim relating to the Software lie only against Licensor, subject to this Section 14. ## 15. High-Risk Systems and compliance with law 15.1 The Software is not designed, qualified, or licensed for a High-Risk System unless a mutually signed agreement expressly authorizes the identified use and applicable assurance profile. 15.2 Each party must comply with laws applicable to its performance under this Agreement. Licensee is responsible for laws governing its application, Customer Data, deployment, exports, sanctions, procurement, cybersecurity, and users. 15.3 Licensee must not export, re-export, transfer, or use the Software where prohibited by applicable export-control or sanctions law. ## 16. Governing law and disputes 16.1 This Agreement is governed by the laws of the State of New Mexico, United States, without regard to conflict-of-law rules, and the parties submit to the state courts in Bernalillo County, New Mexico and the United States District Court for the District of New Mexico. 16.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply. 16.3 Nothing prevents either party from seeking urgent injunctive relief in a court of competent jurisdiction. Nothing deprives a consumer of mandatory law, rights, or a forum that cannot be waived. ## 17. General terms 17.1 **Assignment and succession.** Licensee may not assign this Agreement except with Licensor's written consent, or as part of a merger or sale of substantially all assets relating to the licensed business if the assignee is not a direct competitor, accepts this Agreement in writing, and Licensee gives prompt notice. Licensor may assign this Agreement, the applicable product business, or the applicable commercial licensing rights to the Copyright Owner or to another person the Copyright Owner authorizes in writing. If Licensor's authority from the Copyright Owner ends for any reason, this Agreement automatically continues with the Copyright Owner, or a person he designates in writing, as Licensor. Neither event requires Licensee's consent. Neither terminates, narrows, or otherwise reduces rights already lawfully granted under this Agreement. The assignee or successor becomes **Licensor** and may administer, enforce, and perform this Agreement. It is not liable for acts, omissions, or obligations of the previous Licensor that arose before the assignment or succession unless it expressly assumes them in writing. 17.2 **Notices.** Legal notices must be delivered to Licensor by email to legal@frogfish.io and by post or courier to Frogfish LLC, 5203 Juan Tabo Blvd NE, Ste 2B, Albuquerque, New Mexico 87111, United States, or to an updated legal contact published with the Release Manifest or stated in an Order. Licensor may publish an updated notice contact without amending this Agreement. Operational messages, release notes, and registry notices are not legal notice of breach or termination. 17.3 **No agency.** The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, franchise, employment, or agency relationship. 17.4 **Force majeure.** Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations and obligations concerning credentials, confidentiality, or unauthorized distribution. 17.5 **Severability.** If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions continue. 17.6 **Waiver.** A waiver must be in writing and signed by the waiving party. A delay or failure to enforce a provision is not a waiver. 17.7 **Copyright Owner as beneficiary; no other third-party beneficiaries.** The Copyright Owner is an intended third-party beneficiary of this Agreement. He may directly enforce Sections 3.6, 4, 5, 8, and 14.5, and may exercise Licensor's rights under Sections 12.3 and 12.4. These rights are in addition to his rights under intellectual-property law. Except for the Copyright Owner and the lawful downstream execution rights expressly granted under Section 3.4 and preserved by Section 12.5, this Agreement creates no third-party beneficiary. 17.8 **Entire agreement.** The Agreement documents are the entire agreement about the Software and supersede prior or contemporaneous proposals and communications on that subject. A purchase-order boilerplate term does not modify them unless Licensor expressly accepts it in writing. 17.9 **Electronic acceptance and copies.** Electronic acceptance and signatures are effective to the extent permitted by law. The parties may execute an Order in counterparts. 17.10 **Headings and language.** Headings are for convenience. “Including” means “including without limitation.” The authoritative language is English unless a mutually signed Order expressly identifies an authoritative translation. --- End of Frogfish Binary License 1.0.