TORQUE END-USER LICENSE AGREEMENT (EULA)

Copyright (c) 2025-2026 Truespar. All rights reserved.

IMPORTANT — READ CAREFULLY: This End-User License Agreement ("Agreement") is a
legal agreement between you (either an individual or a single entity, "Licensee")
and Truespar ("Licensor") for the Torque software,
including all source code, binaries, documentation, and associated files
(collectively, the "Software").

By downloading, installing, copying, or otherwise using the Software, you agree
to be bound by the terms of this Agreement. If you do not agree, do not use the
Software.

1. GRANT OF LICENSE

   Subject to the terms of this Agreement, Licensor grants Licensee a limited,
   non-exclusive, non-transferable, revocable license to:

   (a) Use the Software for internal purposes, including evaluation, development,
       and production deployment.

   (b) Create applications and services that interface with the Software through
       its published APIs (Bolt protocol, FFI bindings, gRPC, and CLI).

2. RESTRICTIONS

   Licensee shall NOT:

   (a) Modify, adapt, alter, translate, or create derivative works of the
       Software or any part thereof.

   (b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive
       the source code, underlying ideas, algorithms, data structures, or
       non-public APIs of the Software. To the extent that applicable law
       (including EU Directive 2009/24/EC) grants a non-waivable right to
       decompile for interoperability purposes, Licensee must first provide
       thirty (30) days' prior written notice to Licensor and may exercise such
       right only to the minimum extent necessary to achieve interoperability
       with independently created software.

   (c) Redistribute, sublicense, lease, rent, loan, sell, or otherwise transfer
       the Software or any rights therein to any third party.

   (d) Remove, alter, or obscure any proprietary notices, labels, or marks on
       the Software.

   (e) Use the Software to operate a service bureau, outsourcing service, or
       managed-service offering for the benefit of third parties, or to provide
       database-as-a-service offerings based on the Software, without a separate
       commercial agreement with the Licensor.

   (f) Use the Software to build a product or service that competes with the
       Software.

   (g) Publish benchmark results, performance comparisons, or similar evaluations
       of the Software without prior written consent of the Licensor.

3. INTELLECTUAL PROPERTY

   The Software is the intellectual property of the Licensor and is protected by
   copyright law and international treaties. Licensor retains all right, title,
   and interest in and to the Software, including all intellectual property rights
   therein. This Agreement does not convey any ownership interest in the Software.

4. FEEDBACK

   If Licensee provides suggestions, ideas, enhancement requests, or other
   feedback regarding the Software ("Feedback"), Licensor may freely use,
   incorporate, modify, license, and distribute such Feedback without restriction,
   attribution, or compensation to Licensee. Licensee hereby assigns to Licensor
   all right, title, and interest in and to any Feedback.

5. CONFIDENTIALITY

   (a) "Confidential Information" means the source code, object code, algorithms,
       data structures, architecture, internal APIs, performance characteristics,
       and any other non-public technical or business information of the Licensor
       disclosed to or accessed by Licensee, whether in written, electronic, or
       other form.

   (b) Licensee shall hold all Confidential Information in strict confidence,
       using at least the same degree of care it uses to protect its own
       confidential information, but no less than reasonable care.

   (c) Licensee shall not disclose Confidential Information to any third party
       without the prior written consent of Licensor, except to Licensee's
       employees or contractors who have a need to know and are bound by
       confidentiality obligations at least as protective as those herein.

   (d) The obligations in this section do not apply to information that:
       (i) is or becomes publicly available through no fault of Licensee;
       (ii) was rightfully known to Licensee prior to disclosure by Licensor;
       (iii) is independently developed by Licensee without use of or reference
       to the Confidential Information; or (iv) is required to be disclosed by
       law, provided Licensee gives Licensor prompt written notice and
       cooperates to limit the scope of disclosure.

   (e) These confidentiality obligations survive termination of this Agreement
       for a period of five (5) years, or indefinitely for trade secrets for as
       long as they remain trade secrets under applicable law.

6. THIRD-PARTY COMPONENTS

   The Software incorporates open-source components licensed under permissive
   licenses (MIT, Apache-2.0, BSD, and similar). These components retain their
   original licenses. A list of third-party components and their licenses is
   provided in the THIRD-PARTY-NOTICES file included with the Software.

   Nothing in this Agreement restricts, limits, or otherwise affects any rights
   Licensee may have under the licenses of such third-party components.

7. NO WARRANTY

   THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
   IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
   FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE
   LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN
   ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN
   CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

8. LIMITATION OF LIABILITY

   (a) IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR
       ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE
       GREATER OF: (I) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY LICENSEE TO
       LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY
       PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FIFTY US DOLLARS
       (USD $50.00).

   (b) IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
       SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO
       LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE CAUSE OF
       ACTION OR THE THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF
       THE POSSIBILITY OF SUCH DAMAGES.

   (c) THE LIMITATIONS IN SUBSECTIONS (a) AND (b) ABOVE SHALL NOT APPLY TO
       LIABILITY ARISING FROM: (I) FRAUD OR FRAUDULENT MISREPRESENTATION;
       (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) LICENSEE'S BREACH OF
       SECTIONS 2 (RESTRICTIONS) OR 5 (CONFIDENTIALITY); OR (IV) EITHER PARTY'S
       INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.

9. INDEMNIFICATION

   (a) Licensee shall defend, indemnify, and hold harmless Licensor and its
       officers, directors, employees, and agents from and against any and all
       third-party claims, damages, losses, liabilities, costs, and expenses
       (including reasonable attorneys' fees) arising out of or related to:
       (i) Licensee's breach of this Agreement, including but not limited to the
       restrictions in Section 2 and the confidentiality obligations in
       Section 5; (ii) Licensee's use of the Software in violation of applicable
       law; or (iii) Licensee's gross negligence or willful misconduct.

   (b) Licensor shall promptly notify Licensee of any such claim and provide
       reasonable cooperation at Licensee's expense. Licensee shall have sole
       control of the defense and settlement, provided that any settlement
       requiring Licensor to admit liability or pay money shall require
       Licensor's prior written consent.

10. TERMINATION

   (a) This Agreement is effective until terminated.

   (b) Licensor may terminate this Agreement immediately upon written notice if
       Licensee breaches Section 2 (Restrictions), Section 5 (Confidentiality),
       or Section 9 (Indemnification).

   (c) For any other material breach, the non-breaching party may terminate this
       Agreement if the breaching party fails to cure such breach within thirty
       (30) days of receiving written notice thereof.

   (d) Upon termination, Licensee must immediately cease all use of the Software
       and destroy all copies (including backups) in its possession or control
       within five (5) business days. Upon Licensor's request, Licensee shall
       certify such destruction in writing.

   (e) Sections 2, 3, 4, 5, 7, 8, 9, 11, and 12 survive termination of this
       Agreement.

11. GOVERNING LAW

   This Agreement shall be governed by and construed in accordance with the laws
   of the State of Delaware, United States, without regard to its conflict-of-law
   provisions. The United Nations Convention on Contracts for the International
   Sale of Goods is expressly excluded. Any disputes arising under this Agreement
   shall be resolved exclusively in the state or federal courts located in the
   State of Delaware. Notwithstanding the foregoing, Licensor may seek injunctive
   or other equitable relief in any court of competent jurisdiction to protect its
   intellectual property rights or Confidential Information.

12. ENTIRE AGREEMENT

   This Agreement constitutes the entire agreement between the parties with
   respect to the Software and supersedes all prior negotiations, representations,
   or agreements relating thereto. No modification of this Agreement shall be
   binding unless in writing and signed by both parties.