Veritas Workstation License & Learning-Contribution Agreement

1. Definitions

"System" means the Veritas Workstation materials identified in Exhibit A and actually delivered by Licensor, including specified software, rule files, prompts, frameworks, templates, documentation, and configuration. It excludes Licensor systems, repositories, credentials, services, client-specific data, and materials not delivered.

"Authorized User" means a Licensee employee or individual contractor who needs access for the Permitted Purpose, is within the agreed scope above, and is bound by written confidentiality and use restrictions at least as protective as this Agreement. "Permitted Purpose" means Licensee's own internal business operations described in Exhibit A.

"Licensee Data" includes Licensee inputs, outputs about its business, customer and vendor information, financial information, strategies, records, and other content supplied to or generated through Licensee's operation of the System, other than Marketing Insight as defined below.

"Licensor Materials" means the System, its architecture and methodology, Licensor documentation and Confidential Information, and Improvements owned or licensed by Licensor. "Improvement" means a reusable correction, extension, technical pattern, rule, workflow, configuration, or methodological refinement to the System that does not contain or reveal Licensee Data or Licensee Confidential Information.

"Marketing Insight" means marketing and advertising performance information arising from Licensee's use of the System for marketing purposes — including campaign results, creative and messaging performance, channel and audience effectiveness, and conversion and attribution data — that does not contain or reveal Licensee Data or Licensee Confidential Information. A business conclusion, company-specific workflow, decision, output, dataset, or insight about Licensee that does not qualify as a Marketing Insight is not an Improvement.

"Account Data" means the information a Licensee's Authorized Users provide to operate their Veritas Workstation dashboard account — username, hashed password, email address, phone number, and mailing address. Account Data is a defined term used only in Section 6; it is not Licensee Data.

"Work Item Data" means the content Licensee's Authorized Users submit to or generate through the System's hosted Work Item tracking feature — titles, descriptions, business purpose, problem statements, scope, priority, status, and related fields. Unlike Account Data, Work Item Data may constitute or contain Licensee Data or Licensee Confidential Information, since Authorized Users may describe real business matters within it.

2. License Grant and Scope

Subject to this Agreement, Licensor grants Licensee during the Term a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, reproduce only as technically necessary, and use the delivered System solely for the Permitted Purpose, in the Permitted Environment, by Authorized Users. Licensee may make a reasonable number of encrypted backup or archival copies. All copies remain subject to this Agreement and must retain proprietary notices.

No affiliate, portfolio company, customer, vendor, managed-service client, or other third party may use or receive the System unless expressly listed in Exhibit A or authorized by a signed amendment. This is a license, not a sale or transfer of ownership. No right is granted by implication, estoppel, or otherwise.

3. Ownership and Reservation of Rights

Licensor and its licensors retain all right, title, and interest in the Licensor Materials. Licensee retains all right, title, and interest in Licensee Data, Licensee Confidential Information, and Licensee technology developed independently of the System. Except for the express licenses in this Agreement, neither party acquires rights in the other party's property. Licensee outputs are owned by Licensee to the extent they do not reproduce, reveal, or embody Licensor Materials; embedded Licensor Materials remain owned by Licensor and licensed only under Section 2.

4. Restrictions

Licensee will not, and will not permit another person to: (a) sell, sublicense, distribute, publish, rent, lease, timeshare, host for third parties, or provide the System as a service; (b) disclose source materials, rule files, prompts, configuration, architecture, or methodology except to Authorized Users; (c) remove notices or represent Licensor Materials as Licensee's proprietary creation; (d) use the System to create or train a competing workstation, framework, product, or service; (e) use the System unlawfully or to violate another person's rights; (f) bypass security or access controls; or (g) reverse engineer, decompile, disassemble, translate, or seek to derive protected source, methodology, or nonpublic components, except to the limited extent a restriction is prohibited by applicable law. Licensee will not use Licensor Materials or confidential System outputs to train or evaluate a generally available AI model without written consent.

5. Improvement & Marketing Insight Contribution Process

5.1 No automatic collection. Licensor receives no right under this Agreement to monitor Licensee's activity, enter Licensee's environment, access repositories or logs, or automatically collect data, telemetry, prompts, outputs, Improvements, or Marketing Insights. Any contribution occurs through a deliberate disclosure authorized by Licensee.

5.2 Periodic contribution. Licensee will, on a periodic basis and in good faith, submit contribution records substantially in the form of Exhibit B for Improvements and Marketing Insights arising from its use of the System. A proposed contribution becomes a "Contributed Improvement" only when documented in a written contribution record that: (a) describes the contribution; (b) confirms removal of Licensee Data and Licensee Confidential Information; (c) identifies contributors and third-party components; and (d) is approved by Licensee's authorized representative. This section does not require continuous or real-time reporting — periodic, good-faith submission satisfies it.

5.3 Ownership and license. To the extent Licensee owns a Contributed Improvement, Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid license to use, reproduce, modify, make, have made, distribute, display, perform, create derivative works from, and otherwise exploit it in connection with the System and Licensor's business. Licensee retains ownership of its contribution. If the parties want Licensor to own a particular contribution, they must select and sign the assignment option in Exhibit B; for that contribution, Licensee hereby assigns all right, title, and interest identified in the signed record. No ownership transfer arises from informal feedback, support communications, or use of the System.

5.4 Further assurances and credit. Each party will reasonably cooperate, at the requesting party's expense, to document rights granted under a signed contribution record. Licensor has no obligation to incorporate a contribution or provide attribution, payment, royalties, or other consideration unless separately agreed in writing.

6. Licensee Information and Privacy Boundary New in V4

Licensee is never required to disclose Licensee Data or Licensee Confidential Information as an Improvement or Marketing Insight. If a proposed contribution cannot reasonably be separated from that information, Licensee need not contribute it. Licensee controls whether and how its information is submitted to the System and is responsible for having necessary rights and notices.

Unless a separate signed agreement expressly authorizes hosted processing, Licensor does not receive, host, or process Licensee Data under this Agreement. The parties will address any hosted service, personal-data processing, security obligations, retention, incident response, or cross-border transfer in a separate written addendum before such processing begins.

Account Data is the first exception, expressly authorized here. Licensor is authorized to receive, host, and process Account Data (defined in Section 1) solely to operate Licensee's account on the Veritas Workstation dashboard — authentication, license/payment status, and Licensee-requested contact/profile management. Account Data is stored using Cloudflare Workers KV; passwords are stored only as a salted cryptographic hash and never in plain text. Licensor will not use Account Data for any other purpose without Licensee's separate consent. This authorization does not extend to Licensee Data or Licensee Confidential Information, which remain governed by the paragraph above.

Work Item Data is a second, narrower exception, expressly authorized here. New in V4 Licensor is authorized to receive, host, and process Work Item Data (defined in Section 1) solely to operate the System's hosted Work Item tracking feature for Licensee's own account — storage, retrieval, and update of Licensee's own Work Items through Licensee's authenticated session. Work Item Data is stored using Cloudflare D1, isolated per Licensee account; no Authorized User of one Licensee account can access another Licensee's Work Item Data through the System. Unlike Account Data, Work Item Data may constitute or contain Licensee Data or Licensee Confidential Information — Licensee is responsible for what its Authorized Users choose to enter into Work Item fields, and should avoid entering especially sensitive information into this hosted feature beyond what it needs. Licensor will not use Work Item Data for any purpose other than operating this feature, and will not review, analyze, or repurpose it as an Improvement or Marketing Insight without Licensee's separate consent. [OPEN — needs Peter's decision: does Licensee have a right to request export or deletion of its own Work Item Data, and what is the retention period after account termination? Not yet built or decided either way.]

7. Updates, Support, and Third-Party Components

Licensor may, but is not obligated to, provide updates, patches, documentation, or support. Updates delivered under this Agreement become part of the System unless different written terms accompany them. Licensee has no right to access Licensor's private repositories, working environment, accounts, or infrastructure. Licensor may use third-party or open-source components identified in Exhibit A; those components remain subject to their applicable licenses, which control if they conflict with this Agreement as to the component. Except as expressly stated in a signed commercial agreement, Licensor has no service-level, maintenance, compatibility, or support obligation.

8. Security and Compliance

Each party will use reasonable administrative, technical, and physical safeguards for the other party's Confidential Information in its control. Licensee will restrict access to Authorized Users, protect credentials, maintain reasonable backups, and promptly notify Licensor of suspected unauthorized access, copying, or disclosure of the System. Licensee is responsible for its deployment, outputs, decisions, legal and regulatory compliance, and human review appropriate to risk. The System is not a substitute for legal, medical, financial, security, safety, or other professional judgment.

9. Confidentiality; Protected Disclosures

The parties' identified NDA governs Confidential Information and is incorporated only for that purpose. If no NDA is effective, each party will protect nonpublic information marked confidential or reasonably understood to be confidential using at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel with a need to know and equivalent duties. These duties do not cover information that the recipient can document is public without breach, already lawfully known without restriction, independently developed without use, or rightfully received without restriction. Nothing prohibits lawful reports to government authorities, communications with counsel, or other legally protected activity.

10. Term; Suspension; Termination New in V4

This Agreement begins on the Effective Date and continues while the related business relationship remains active, unless Exhibit A states a fixed term or either party terminates on 30 days' written notice. Licensor may suspend access reasonably necessary to address a security threat or material misuse. Either party may terminate for a material breach not cured within 10 days after written notice, or immediately if the breach is not curable, involves intentional misuse or unauthorized disclosure of core System materials, or the other party becomes subject to insolvency proceedings not dismissed within 60 days.

Suspension for non-payment. In addition to suspension for a security threat or material misuse, Licensor may suspend Licensee's access to the Veritas Workstation dashboard and System if payment due under the applicable commercial agreement is more than 7 days past due, without the 30-day notice otherwise required for termination above. Suspension under this paragraph does not itself terminate the Agreement; access is restored promptly upon payment.

Upon expiration or termination, Licensee will stop using the System and, within 15 days, return or securely delete all copies under its control, except one inaccessible archival copy maintained solely for legal compliance. At Licensor's request, Licensee will certify deletion. Termination does not revoke licenses already granted for Contributed Improvements or affect accrued rights. Sections 3–6 and 9–15 survive as applicable.

11. Warranties and Disclaimer

Each party represents that it has authority to enter this Agreement. Licensor represents that, to its knowledge, it may grant the express license. Licensee represents that it may provide each approved contribution and that a Contributed Improvement will not knowingly contain unauthorized third-party confidential information or code.

Except for these express representations and to the maximum extent permitted by law, the System, updates, support, and outputs are provided "as is" and "as available." Licensor disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and results. Licensor does not warrant that the System will be uninterrupted, secure, error-free, or suitable for high-risk or regulated use.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable under this Agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility. Licensor's aggregate liability arising from this Agreement will not exceed the greater of (a) amounts Licensee paid Licensor specifically for the System during the 12 months before the event giving rise to liability or (b) $500. The exclusions and cap do not apply to a party's fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or payment obligations. Applicable law may require different treatment, in which case liability is limited to the greatest extent permitted.

13. Relationship to Other Agreements

This Agreement governs the license and contribution process. The NDA governs confidentiality; a signed commercial agreement governs compensation, equity, revenue share, services, and other business terms. If documents conflict, the more specific signed provision controls for its subject. Nothing creates a partnership, joint venture, fiduciary relationship, agency, franchise, employment relationship, or authority to bind the other party.

14. General Terms

Governing law and forum. Minnesota law governs without regard to conflict-of-law rules. Subject to mandatory law or a signed arbitration agreement, exclusive venue lies in state or federal courts serving Hennepin County, Minnesota. Assignment. Licensee may not assign this Agreement without Licensor's written consent. Licensor may assign it with the System or its business to an affiliate or successor. A prohibited assignment is void. Notices. Formal notices must be in writing and delivered to the addresses or emails in Exhibit A, with receipt reasonably confirmed.

Entire agreement. This Agreement, its exhibits, and specifically identified related agreements are the complete agreement on its subject. Amendments and waivers must be in a signed writing. Failure to enforce is not a waiver. Severability. An unenforceable provision will be limited to the minimum extent necessary; the remainder continues. Force majeure. Neither party is liable for delay caused by events beyond reasonable control, except payment and information-protection duties. Counterparts and electronic signatures. Counterparts and electronic signatures are effective as originals. Headings aid reference only.

15. Signatures

Each signer represents that the signer has authority to bind the identified party and agrees to this Agreement as of the Effective Date.

Execution Checklist

• Exhibit A is complete and accurately lists the delivered System.
• Authorized Users and the Permitted Environment are defined.
• The related NDA and commercial agreement are correctly identified.
• Third-party and open-source components have been disclosed.
• Each party received a complete signed copy, including both exhibits.