SOFTWARE LICENSE

Efficient Computer Software License

This Efficient Computer Software License (the "License") governs your access to and use of software packages, tools, binaries, libraries, installers, container images, and other distributions that include, among other software, our proprietary software known as the effcc Compiler (such software, "Efficient Computer Software", and such container images, where applicable, the "Efficient Computer Container Images").

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"Efficient Computer Software" and "Efficient Computer Container Images" shall collectively be referred to in this document as "Efficient Computer Software Packages."

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This License forms an agreement between you and EfficientAI Corporation, a corporation governed by the state laws of California ("EfficientAI Corporation"). EfficientAI Corporation may be referred to in this License as "Efficient Computer", "us", "we", or "our". The term "you" refers to the person or entity installing, downloading, accessing or otherwise using the Efficient Computer Software Packages (including, where applicable, Efficient Computer Container Images) ("use" or "using" in this License will mean any of the foregoing), the term "Parties" refers to both you and us, and the term "Party" refers to either you or us, as applicable.

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BY USING EFFICIENT COMPUTER SOFTWARE PACKAGES (INCLUDING, WHERE APPLICABLE, EFFICIENT COMPUTER CONTAINER IMAGES), YOU AGREE TO BE BOUND BY AND COMPLY WITH THIS LICENSE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. YOU ARE USING THE EFFICIENT COMPUTER SOFTWARE PACKAGES (INCLUDING, WHERE APPLICABLE, EFFICIENT COMPUTER CONTAINER IMAGES) ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THIS LICENSE.

1. Changes to this License and Efficient Computer Software Packages

Except where prohibited by applicable law, we reserve the right to change this License at any time without notice. A copy of our most current version of the License can be found at: www.efficient.computer/softwarelicense.

Your continued access to or use of Efficient Computer Software Packages after any changes to this License indicates your acceptance of such changes. It is your responsibility to review the most current version of this License.

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Effects of Continued Use

If you do not agree to any modification of this License, your sole remedy is to immediately cease all access to and use of the Efficient Computer Software Packages. Continued access to or use of the Efficient Computer Software Packages after the effective date of any modification constitutes acceptance of the modified License.

2. Support for Efficient Computer Software Packages

For general inquiries related to the Efficient Computer Software Packages or information regarding Efficient Computer's other related products and services, please email support@efficient.computer.

3. License to Efficient Computer Software Packages

a. Subject to the terms and conditions of this License, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term (defined in Section 10) to use the Efficient Computer Software Packages **for your internal purposes only** and in accordance with this License and any documentation governing the Efficient Computer Software Packages that we make available from time to time.

b. Your use of the Efficient Computer Software Packages will:
- i. comply with applicable laws;
- ii. ensure that any distribution contains the following notice in a prominent manner: "This software contains materials provided and copyrighted by EfficientAI Corporation"; and
- ‍iii. ensure that any distributions of any modifications or other derivative works to the Efficient Computer contain clear disclaimers of all liability in respect of Efficient Computer.

4. Prohibited Use

c. No Perpetual or Free License: For clarity, no license granted under this License is perpetual, irrevocable, royalty-free, or guaranteed to be offered without charge. Efficient Computer reserves the right, at any time and in its sole discretion, to modify the terms under which the Efficient Computer Software Packages are offered, including introducing fees, subscription requirements, usage limits, or other commercial terms, subject to Section 1 (Changes to this License).

You will not, without our prior written permission, use the Efficient Computer Software Packages other than permitted by this License. Without limiting the generality of the foregoing and except as otherwise permitted by other licenses in respect of open source components comprising the Efficient Computer Software Packages, you will not (and will not attempt to):

a. use Efficient Computer Software Packages to build any product or service that violates any applicable laws;

5. Open Source Software

b. use Efficient Computer Software Packages for the purpose of building a similar or competitive product or service;

6. Ownership

c. modify, reverse engineer, adapt, translate, decompile, disassemble or derive the source code to the Efficient Computer Software Packages; or

The Efficient Computer Software Packages contains open source software that are individually licensed under their respective open source licenses. Accordingly, you acknowledge and agree that, subject to the terms of this License, you will comply with the terms and conditions of such licenses when making use of the individual software comprising the Efficient Computer Software Packages. A current list of open source packages used by us to create the Efficient Computer Software Packages may be found on our website located at the following link: www.docs.efficient.computer (the "Efficient Computer Software Packages Webpage"), and a more detailed list of the open source components comprising such packages may be found by following the links contained on the Efficient Computer Software Packages Webpage.

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d. sell, assign, sublicense, rent, lease, loan, provide, copy, reproduce, distribute or otherwise transfer all or any portion of the Efficient Computer Software Packages.

All rights, title and interest, including intellectual property rights, in Efficient Computer Software Packages and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third party suppliers, if applicable). Efficient Computer Software Packages and all materials provided by us hereunder are licensed and not "sold" to you. All rights not expressly granted to you in this License are reserved.

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7. Disclaimers

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE EFFICIENT COMPUTER SOFTWARE PACKAGES (INCLUDING ANY EFFICIENT COMPUTER CONTAINER IMAGES, WHERE APPLICABLE) ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE EFFICIENT COMPUTER SOFTWARE PACKAGES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE EFFICIENT COMPUTER SOFTWARE PACKAGES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THIS LICENSE.

9. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

a. your breach of any provision of this License or any documents referenced herein;

b. your violation of any law or the rights of a third party (including intellectual property rights); or

c. your use of Efficient Computer Software Packages.

10. Term and Termination; Survival.

This License commences on the day you first use the Efficient Computer Container Image and continues until terminated. Either Party may terminate this License at any time with immediate effect by giving notice. Upon termination, you must immediately cease all access and permanently delete all copies of the software.

Sections 6 (Ownership), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10 (Survival), and 11 (General Provisions) shall survive termination.

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This License will commence on the day you first use the Efficient Computer Software Packages (including, where applicable, any Efficient Computer Container Images) and will continue into force until the earlier of:

(i) when this License is terminated by either Party in accordance with its terms (the "Term"); or

(ii) when your agreement with us for the purchase or licensing of hardware or software, to which this License relates, comes to an end.

Either Party may terminate this License as follows:

(i)we may terminate this License at any time and with immediate effect bygiving notice to you, at our discretion, including by email or mail atyour contact information on file with us; or
(ii) you may terminate thisLicense at any time and with immediate effect by giving written noticeto us, ceasing use of Efficient Computer Software Packages and deleting allcopies of the Efficient Computer Software Packages.

The following Sections, together with any other provision of this License which expressly or byits nature survives termination or expiration, or which contemplatesperformance or observance subsequent to termination or expiration ofthis License, will survive expiration or termination of this License forany reason: Sections 6 (Ownership), 7 (Disclaimers), 8 (Limitation ofLiability), 9 (Indemnification), 10 (Term and Termination; Survival) and11 (General Provisions).‍

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Consequences of Termination

Upon termination or expiration of this License for any reason, all rights granted to you under this License will immediately cease. Upon such termination or expiration, you must immediately cease all access to and use of the Efficient Computer Software Packages and permanently delete all copies in your possession or control. Any continued access to or use of the Efficient Computer Software Packages following such termination or expiration constitutes unauthorized use and infringement of Efficient Computer’s intellectual property rights, in addition to any other remedies available at law or in equity.

11. General Provisions (Choice of Law; Entire Agreement; Waiver and Severability; Assignment).

Except as restricted by applicable law, this License is governed by the laws of the State of California and the federal laws applicable therein, excepting its choice of law provisions and the Parties hereby agree to irrevocably attorn to the non-exclusive jurisdiction of the courts of the State of California and the venue of San Jose. This License constitutes the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to Efficient Computer Software Packages. A printed version of this License and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this License to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Our failure to insist upon or enforce strict performance of any provision of this License will not be construed as a waiver of any provision or right. A waiver of any provision of this License must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. If any of the provisions contained in this License are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from this License and all other provisions of this License will remain in full force and effect. Unless the context otherwise requires, the word "or" is non-exclusive (i.e., "A or B" means "A or B or both"). You will not assign this License to any third party without our prior written consent. We may assign this License or any rights under this License to any third party without your consent. Any assignment in violation of this Section will be void. The terms of this License will be binding upon permitted assignees. This License will inure to the benefit of and be binding upon you, us, and your and our permitted successors and permitted assignees.