mcptix

# TERMS OF USE AND SERVICE AGREEMENT **MCPTIX SOFTWARE** **TESSERACT LABS, LLC ("COMPANY")** ## EFFECTIVE DATE: APRIL 3, 2025 ## 1. AGREEMENT ACCEPTANCE **READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, USING, OR INTERACTING WITH THE SOFTWARE. BY ACCESSING, USING, FORKING, CLONING, DOWNLOADING, INSTALLING, OR OTHERWISE INTERACTING WITH THE SOFTWARE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.** If you do not agree to these terms in their entirety, you must immediately cease all use of the Software and delete all copies in your possession. Definitions: - "Agreement" means these Terms of Use and Service Agreement. - "Software" means the McpTix software platform, including all code, content, materials, updates, APIs, libraries, data structures, algorithms, techniques, formats, methods, and processes contained therein. - "Company" means Tesseract Labs, LLC, its subsidiaries, affiliates, officers, directors, employees, agents, and licensors. - "User," "You," or "Your" means any individual or entity that accesses, downloads, clones, forks, installs, or uses the Software. ## 2. INTELLECTUAL PROPERTY RIGHTS ### 2.1 Ownership The Software is protected by United States and international intellectual property laws, including but not limited to copyright, trademark, trade secret, and patent laws. All rights, title, and interest in and to the Software, including all intellectual property rights, remain with the Company. ### 2.2 Patent Protection The Software embodies methods and systems covered by U.S. Patent Application No. 63/783,954 ("Method and System for Shared Task-Oriented Collaboration Between Human Users and Language Model Agents via a Structured Context Protocol") and potentially other pending or future patent applications. ### 2.3 No Implied Licenses No implied licenses or rights are granted under this Agreement. Any rights not expressly granted herein are reserved by the Company. ## 3. LICENSE AND USE RESTRICTIONS ### 3.1 License Grant Subject to your compliance with the Business Source License 1.1 (BSL 1.1) and these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for non-commercial purposes, including personal research, educational, and evaluation purposes. ### 3.2 Prohibited Activities You shall not: a) Use the Software for any commercial purpose, including but not limited to in any product, service, tool, application, system, or process that is offered for sale, license, lease, rental, or as part of a service offering; b) Incorporate the Software or any portion thereof into a product or service that competes with the Software; c) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; d) Remove, obscure, or alter any copyright, patent, trademark, or other proprietary rights notices from the Software; e) Circumvent, disable, or interfere with the telemetry or security features of the Software; f) Use the Software in a manner that violates any applicable law, regulation, or third-party rights; g) Publicly criticize, disparage, belittle, parody, or make negative comments about the Software or the Company; h) Use the Software to develop methods or technologies that attempt to circumvent the intellectual property protections covering the Software; i) Fork, clone, or otherwise copy the Software repository without maintaining all copyright, patent, trademark, and attribution notices; j) Implement, practice, integrate, or directly or indirectly utilize the methods and systems described in U.S. Patent Application No. 63/783,954 without explicit written permission from the Company. ## 4. TELEMETRY AND DATA COLLECTION ### 4.1 Mandatory Telemetry The Software includes mandatory telemetry components that collect usage data and transmit it to Company servers. The telemetry components are essential parts of the Software and cannot be disabled or circumvented. ### 4.2 Data Collected The telemetry components collect information including, but not limited to: a) Installation environment details (operating system, hardware configuration, IP address); b) Usage patterns (features accessed, frequency of use, command sequences); c) Performance metrics (response times, resource utilization); d) Crash reports and error logs; e) Implementation details (configuration, integration methods); f) Unique instance identifiers; g) Host environment identifiers. ### 4.3 Use of Collected Data Company may use collected data for any purpose, including but not limited to: a) Improving the Software; b) Enforcing license compliance; c) Identifying unauthorized use; d) Monitoring for intellectual property infringement; e) Developing new products or services; f) Marketing activities; g) Legal enforcement activities. ### 4.4 Consent By using the Software, you expressly consent to the collection, transmission, storage, analysis, and use of the data described in this section. You acknowledge that this telemetry is a condition of using the Software and that refusing or interfering with this data collection constitutes a material breach of this Agreement. ## 5. VERIFICATION AND COMPLIANCE ### 5.1 Verification Process The Software may periodically verify your compliance with these Terms through various technical and non-technical means. You agree to cooperate with any such verification processes. ### 5.2 Remote Disablement The Company reserves the right to remotely disable, deactivate, or limit functionality of the Software if, in its sole discretion, it determines you are in violation of these Terms or the BSL 1.1 license. ### 5.3 Breach Notification If you become aware of any actual or threatened breach of these Terms by you or a third party, you agree to immediately notify the Company and provide all available information regarding such breach. ## 6. WARRANTIES AND DISCLAIMERS ### 6.1 No Warranties THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ### 6.2 Security Disclaimer THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. ### 6.3 High-Risk Activities THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING BUT NOT LIMITED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ## 7. LIMITATION OF LIABILITY ### 7.1 Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. ### 7.2 Cap on Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO THE COMPANY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). ### 7.3 Essential Purpose THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ## 8. INDEMNIFICATION You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, liabilities, costs, or demands, including reasonable attorneys' fees, arising from: (a) your use of the Software; (b) your violation of these Terms; (c) your violation of any third-party rights, including without limitation any intellectual property rights; (d) any activity related to your access to the Software; or (e) any misrepresentation made by you. ## 9. TERM AND TERMINATION ### 9.1 Term This Agreement will remain in effect until terminated by either you or the Company. ### 9.2 Termination by You You may terminate this Agreement by ceasing all use of the Software and deleting all copies in your possession. ### 9.3 Termination by Company The Company may terminate this Agreement at any time without notice if you fail to comply with any term of this Agreement. The Company may also terminate or suspend your access to the Software at any time, with or without cause, with or without notice. ### 9.4 Effect of Termination Upon termination, all rights granted to you under this Agreement will immediately cease. Sections 2, 4, 5, 6, 7, 8, 9.4, 10, 11, 12, 13, and 14 shall survive termination. ## 10. MONITORING AND ENFORCEMENT ### 10.1 Monitoring Rights The Company reserves the right to monitor your use of the Software to ensure compliance with these Terms. This monitoring may include but is not limited to analyzing telemetry data, reviewing public repositories, and investigating reports of potential violations. ### 10.2 Enforcement Actions The Company may take any enforcement action it deems appropriate, including but not limited to: a) Issuing warnings or notices of violation; b) Remotely disabling or limiting functionality of the Software; c) Terminating your license to use the Software; d) Seeking injunctive relief; e) Pursuing legal action for damages or other remedies; f) Reporting violations to law enforcement or regulatory authorities. ### 10.3 Liquidated Damages You agree that quantifying losses arising from your violation of these Terms is inherently difficult, and therefore agree to pay the Company, as liquidated damages and not as a penalty, the greater of: a) $50,000; or b) Three times the revenue derived directly or indirectly from unauthorized commercial use of the Software or implementation of methods covered by U.S. Patent Application No. 63/783,954; per violation of these Terms. You agree that this amount is a reasonable estimate of the Company's damages and not punitive. ## 11. GOVERNING LAW AND JURISDICTION ### 11.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. ### 11.2 Jurisdiction Any legal action or proceeding relating to this Agreement shall be brought exclusively in the federal or state courts located in Bexar County, Texas, and you hereby consent to the personal jurisdiction and venue therein. ### 11.3 Injunctive Relief You acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and accordingly, the Company shall be entitled to injunctive relief without the necessity of posting bond. ## 12. DISPUTE RESOLUTION ### 12.1 Mandatory Arbitration Except for disputes relating to intellectual property rights, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. ### 12.2 Arbitration Procedures The arbitration shall be conducted in San Antonio, Texas, by a single arbitrator selected by mutual agreement of the parties or, failing such agreement, by the American Arbitration Association. The arbitrator shall apply the law specified in Section 11.1. ### 12.3 No Class Actions YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ### 12.4 Intellectual Property Disputes Notwithstanding the foregoing, disputes regarding intellectual property rights, including but not limited to copyright infringement, patent infringement, trademark infringement, and trade secret misappropriation, shall be resolved exclusively in the courts specified in Section 11.2. ## 13. MISCELLANEOUS ### 13.1 Entire Agreement This Agreement, together with the BSL 1.1 license, constitutes the entire agreement between you and the Company regarding the Software and supersedes all prior or contemporaneous representations, understandings, agreements, or communications, whether written or oral. ### 13.2 Severability If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent possible under law. ### 13.3 No Waiver No failure or delay by the Company in exercising any right under this Agreement will constitute a waiver of that right. ### 13.4 Assignment You may not assign or transfer this Agreement or any rights or obligations hereunder without the Company's prior written consent. The Company may assign this Agreement without your consent to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. ### 13.5 Export Compliance You agree to comply with all applicable export and re-export restrictions and regulations of the Department of Commerce and other U.S. agencies and authorities. ### 13.6 Force Majeure The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. ### 13.7 Headings The section titles in this Agreement are for convenience only and have no legal or contractual effect. ### 13.8 Notices All notices to the Company must be in writing and sent via certified mail, return receipt requested, or overnight courier to: Tesseract Labs, LLC 15 Doe Run Dr. Spring, TX 77380 Attention: Legal Department With a copy by email to: legal@ownlytics.io ### 13.9 Third-Party Beneficiaries There are no third-party beneficiaries to this Agreement. ## 14. ACKNOWLEDGMENT BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND THE COMPANY CONCERNING THE SOFTWARE, AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND THE COMPANY RELATING TO THE SOFTWARE. --- **CONTACT INFORMATION:** For questions regarding this Agreement or commercial licensing inquiries, please contact: hello@ownlytics.io © 2025 Tesseract Labs, LLC. All rights reserved.