00 CactusBrain Labs Commercial Software License
IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS ACCESS TO AND USE OF THE SOFTWARE. BY ACCEPTING THIS AGREEMENT, DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE SOFTWARE AFTER BEING PRESENTED WITH THIS AGREEMENT, THE CUSTOMER AGREES TO BE BOUND BY IT. A PERSON ACCEPTING ON BEHALF OF AN ENTITY REPRESENTS THAT THE PERSON HAS AUTHORITY TO BIND THAT ENTITY.
This Commercial Software License (the "Agreement") is between CactusBrain Labs ("CactusBrain") and the individual or legal entity that acquires or uses the Software ("Customer"). This Agreement is intended for worldwide commercial use, subject to applicable law and any mandatory rights that cannot lawfully be excluded or restricted.
Licensor identification
The following particulars must be completed by CactusBrain before this Agreement is published or presented to a customer. They are not yet established in CactusBrain's records and have deliberately not been assumed:
- Licensor legal entity name: [LEGAL ENTITY NAME]
- Jurisdiction and form of incorporation: [JURISDICTION OF INCORPORATION]
- Company or registration number: [COMPANY REGISTRATION NUMBER]
- Registered address: [REGISTERED ADDRESS]
"CactusBrain Labs" is the trading name used throughout this Agreement. Where the completed legal entity name differs, the legal entity identified above is the licensor and contracting party.
01 Definitions
1.1 "Authorized User" means an employee, contractor, or other individual whom Customer permits to use the Software on Customer's behalf within the user, developer, seat, project, organization, deployment, usage, or other limits in the applicable Entitlement. Customer is responsible for each Authorized User's compliance with this Agreement.
1.2 "CactusBrain Components" means those libraries, native binaries, runtime components, interfaces, and other portions of the Software that CactusBrain expressly designates as redistributable within a Customer Application.
1.3 "Customer Application" means a software application or service that Customer independently develops, that provides substantial functionality beyond the Software, and that incorporates or interoperates with authorized CactusBrain Components. A Customer Application does not include a repackaged, substitute, or substantially competing software development kit, model runtime, API, platform, or service.
1.4 "Customer Data" means data, content, software, models, and materials that Customer or its users provide to the Software or Hosted Services. Customer Data does not include Software, CactusBrain models, telemetry about operation of the Software, or aggregated or de-identified information that does not identify Customer or an individual.
1.5 "Documentation" means the technical documentation, specifications, integration guides, release notes, and other materials CactusBrain provides for the Software.
1.6 "Entitlement" means the scope and limits of Customer's purchased, approved, or otherwise valid access, as stated in an Order, subscription, enterprise agreement, developer portal, account, license key, or other written commercial authorization from CactusBrain. An Entitlement may define Authorized Users, platforms, products, models, projects, environments, usage, storage, delivery, deployment, term, support, or other limits.
1.7 "Hosted Services" means CactusBrain-hosted or CactusBrain-managed accounts, APIs, model delivery, artifact storage, telemetry, diagnostics, dashboards, entitlement systems, and related online services. Hosted Services are distinct from the locally installed Software.
1.8 "Models" means machine-learning or artificial-intelligence models, including weights, parameters, embeddings, tokenizers, vocabularies, architectures, adapters, preprocessing or post-processing assets, and related artifacts.
1.9 "Order" means an order form, checkout record, subscription confirmation, invoice, statement of work, enterprise agreement, or other commercial document accepted by CactusBrain that identifies an Entitlement. A payment processor's buyer terms are not an Order unless CactusBrain expressly incorporates them.
1.10 "Software" means the proprietary CactusBrain on-device AI and machine- learning platform and software made available under this Agreement, including applicable Android, Apple-platform, Swift, Kotlin, Java, Rust, native, C, C++, FFI, and Cellm-integrated components; SDKs and APIs; AI inference and model execution functionality; generative text and chat functionality; text and signal embedding functionality; audio and signal processing functionality, including source separation; personalization and ranking functionality; computer-vision and optical-character-recognition functionality; model loading, preparation, packaging, management, and delivery functionality; developer tools; AARs, XCFrameworks, Maven artifacts, native libraries, runtime components; Documentation; examples designated as proprietary; updates; and supporting proprietary implementation technology. Software excludes Third-Party Materials and separately licensed sample code.
1.11 "Output" means content generated by a Model through the Software in response to Customer's input, including generated text, embeddings, rankings, labels, detections, transcriptions, and separated signals.
1.12 "Third-Party Materials" means software, Models, data, content, or other materials owned or licensed by a third party and distributed with, accessed through, or used by the Software under separate terms.
02 Ownership and Reservation of Rights
2.1 The Software is licensed, not sold. As between the parties, CactusBrain and its licensors retain all right, title, and interest in and to the Software, including all intellectual-property rights, modifications, improvements, and derivative works, except for Customer Application code and Customer Data owned by Customer and except as otherwise stated in a separate written agreement.
2.2 Customer retains all right, title, and interest in Customer's independently developed Customer Application code and Customer Data. This Agreement does not transfer ownership of Customer Data to CactusBrain.
2.3 No rights are granted by implication, estoppel, exhaustion, or otherwise, except to the extent such a limitation is prohibited by applicable law. All rights not expressly granted are reserved.
03 License Grant
3.1 Subject to Customer's continuing compliance with this Agreement and the applicable Entitlement, CactusBrain grants Customer a limited, worldwide, non-exclusive, non-transferable, and non-sublicensable license during the applicable term to:
(a) install and use the Software through Authorized Users for Customer's internal evaluation, development, testing, and business operations;
(b) use the Software to design, build, test, maintain, and operate Customer Applications;
(c) use the Software in production and for commercial purposes where the applicable Entitlement permits production or commercial use; and
(d) reproduce and distribute authorized CactusBrain Components solely as embedded parts of Customer Applications and only as permitted by Section 5.
3.2 The grant is limited by the applicable Entitlement. Payment does not transfer ownership and grants only the rights stated in this Agreement, the Order, and any controlling enterprise agreement.
3.3 Free, trial, evaluation, preview, beta, or no-charge access may be limited to the purposes, term, functionality, capacity, and deployment rights stated by CactusBrain when access is granted. Production or commercial use is permitted only where the applicable Entitlement allows it.
05 Customer Applications and Runtime Distribution
5.1 Subject to the applicable Entitlement, Customer may distribute Customer Applications that embed the CactusBrain Components reasonably necessary for the Customer Application to operate. This permission includes authorized compiled runtime components embedded in an Android application, including components provided through an AAR or Maven artifact, and authorized compiled components embedded in an Apple-platform application, including components provided through an XCFramework or Swift package.
5.2 Customer may distribute authorized CactusBrain Components only:
(a) in compiled or object-code form, except where separate terms expressly permit source distribution;
(b) as inseparable or access-controlled parts of a legitimate Customer Application that provides substantial independent value;
(c) within the platforms, products, projects, environments, usage levels, and other limits of the applicable Entitlement;
(d) with notices and attributions required by CactusBrain and applicable Third-Party Materials; and
(e) under Customer's end-user terms that protect the embedded proprietary components against unauthorized extraction, redistribution, and misuse without purporting to restrict rights granted directly under an applicable third-party license.
5.3 Customer may not distribute an AAR, XCFramework, Maven artifact, package, native library, SDK archive, header, tool, Documentation set, credential, or other Software component on a standalone basis or in a form intended for use by third-party developers, unless CactusBrain expressly authorizes that distribution in writing.
5.4 Distribution rights under this section do not grant Customer the right to license the Software itself, expose it as a general-purpose SDK or hosted API, or allow third parties to build independently against CactusBrain interfaces, except as expressly authorized in an Order.
06 Models and Model Artifacts
6.1 Models are not presumed to be owned by CactusBrain or licensed under this Agreement. A Model may be proprietary to CactusBrain, owned by a third party, openly licensed, subject to a source-available or other model license, or owned or provided by Customer.
6.2 Each Model and Model artifact is governed by the license, model card, notice, acceptable-use policy, attribution requirement, redistribution condition, or other terms identified with that Model. Those terms control the Model and are not replaced, expanded, or restricted by this Agreement. Customer must review and comply with them before use or distribution.
6.3 The Software may expose a Model's license identifier, notice, agreement, third-party notices, upstream repository, and upstream revision as metadata carried with the artifact. Customer must preserve and provide such terms and notices whenever required by the Model's license.
6.4 A right to execute or download a Model does not necessarily include a right to redistribute, modify, fine-tune, extract, publish, or use that Model for all purposes. Customer is responsible for determining whether its use and distribution are permitted.
6.5 Except as permitted by applicable Model terms or mandatory law, Customer may not extract, reconstruct, recover, or redistribute proprietary Model weights, parameters, embeddings, tokenizers, or other protected Model artifacts, or use them to create or improve a substantially competing model runtime, SDK, or service.
6.6 As between the parties, CactusBrain claims no ownership of Output generated from Customer's input. Customer's rights in Output are also subject to the applicable Model's license and acceptable-use terms, which may restrict permitted uses of Output, and to the rights of any third party in the input or resulting content. Output may not be unique, and similar Output may be generated for other customers.
6.7 Output is produced by statistical Models and may be inaccurate, incomplete, offensive, or unsuitable for a given purpose, including where it appears authoritative. Customer is responsible for evaluating Output before relying on it, disclosing generated content to end users where required, and implementing review appropriate to its use case. Customer may not use Output to train, fine-tune, distill, or otherwise develop a substantially competing model, model runtime, SDK, or service, except where that restriction is unenforceable under mandatory law or expressly permitted by the applicable Model license.
07 Third-Party Materials and Sample Code
7.1 Third-Party Materials remain governed by their respective licenses and notices. Applicable terms may be provided in a THIRD_PARTY_LICENSES file, NOTICE file, within a Model artifact, in Documentation, or alongside the relevant component.
7.2 Nothing in this Agreement limits rights granted directly under an applicable open-source license, and nothing purports to relicense open-source software as proprietary CactusBrain software. If this Agreement conflicts with a third-party license for Third-Party Materials, that third-party license controls solely for those Third-Party Materials.
7.3 Public sample repositories and example applications may be offered under a separate open-source license. A sample repository's license applies only to the materials identified by that repository and does not apply to the proprietary Software, SDK packages, runtime binaries, Models, Hosted Services, private artifacts, or credentials referenced by or used with the sample.
08 Restrictions
8.1 Except as expressly permitted by this Agreement, an applicable third-party license, or mandatory law, Customer must not, and must not enable another party to:
(a) sell, resell, license, sublicense, rent, lease, lend, publish, distribute, transfer, assign, or otherwise make the Software available;
(b) redistribute the Software itself, including raw or standalone SDK packages, native libraries, AARs, XCFrameworks, Maven artifacts, headers, tools, Models, or Documentation;
(c) disclose or publish proprietary source code or private artifacts;
(d) copy, modify, translate, adapt, or create derivative works of the Software;
(e) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, trade secrets, Model weights, internal formats, algorithms, or non-public implementation details;
(f) circumvent, disable, interfere with, or evade authentication, access, license, subscription, usage, download, security, encryption, entitlement, or other technical safeguards;
(g) access or use credentials, keys, tokens, accounts, subscriptions, Entitlements, or artifacts issued to another customer or user, or share private SDK download credentials;
(h) remove, alter, obscure, or misrepresent proprietary, copyright, trademark, attribution, license, or other notices;
(i) use the Software beyond the applicable Entitlement or after the applicable rights have ended;
(j) provide the Software or its functionality as a standalone product, developer platform, SDK, API, model runtime, model-delivery service, managed service, service bureau, or time-sharing service;
(k) use protected expression, confidential information, proprietary Model artifacts, or non-public implementation technology obtained from the Software to develop, produce, market, or provide a substantially competing SDK, model runtime, model-delivery platform, API, or service; or
(l) attack, probe, overload, disrupt, or gain unauthorized access to the Software, Hosted Services, accounts, delivery infrastructure, or related systems.
8.2 Section 8.1 applies only to the maximum extent permitted by applicable law. It does not prohibit Customer from exercising a non-waivable statutory right. Where applicable law permits reverse engineering or decompilation solely to achieve interoperability with an independently created program, Customer may exercise that right only after requesting the necessary interoperability information from CactusBrain, only if that information is not readily available, and only to the minimum extent and for the sole purpose permitted by law. Information obtained through such activity may not be used or disclosed for another purpose or to create or market a program substantially similar in protected expression, except where applicable law expressly permits otherwise. Nothing in this Agreement restricts a lawful acquirer's non-waivable rights to make a necessary backup copy or to observe, study, or test the functioning of a program while performing authorized acts.
09 Accounts, Keys, and Entitlements
9.1 Customer must provide accurate account information, maintain the confidentiality of credentials, restrict access to Authorized Users, and notify CactusBrain promptly of suspected unauthorized access or compromise.
9.2 CactusBrain may use accounts, project API keys, license keys, signed or expiring download tokens, subscriptions, and model or project Entitlements to control access and measure authorized storage, delivery, or usage. The exact mechanisms may change, but no mechanism expands Customer's contractual rights.
9.3 Customer must not share credentials or Entitlements outside the authorized organization or attempt to defeat or misrepresent entitlement status. Customer is responsible for activity under its account except to the extent caused by CactusBrain's breach of its obligations.
10 Hosted Services and APIs
10.1 A Software license does not by itself grant unlimited or continuing access to Hosted Services. Hosted Services are subject to the applicable Order, Entitlement, service terms, capacity limits, acceptable-use requirements, and availability.
10.2 Customer may use Hosted Services and APIs only for authorized Customer Applications and internal operations. CactusBrain may impose documented rate, storage, delivery, project, model, or other service limits consistent with the applicable Entitlement.
10.3 CactusBrain may protect the security, integrity, and availability of Hosted Services by blocking malicious traffic, compromised credentials, or materially abusive use. Suspension and termination remain subject to Section 12.
11 Subscriptions, Payment, and Term
11.1 This Agreement begins when Customer first accepts it or first downloads, installs, or uses the Software after being presented with it. License rights continue for the term stated in the Entitlement or Order and while required fees are paid.
11.2 Subscriptions may be monthly, annual, enterprise, custom, or otherwise specified in an Order. Current pricing, taxes, billing cadence, renewal terms, and commercial allocations are stated at checkout or in the Order and are not fixed by this Agreement.
11.3 An authorized reseller or merchant of record may process a transaction, collect taxes, and administer payment, cancellation, and refunds under its own buyer terms. That role does not transfer ownership of the Software or make the reseller the licensor. CactusBrain remains the licensor and owner of its proprietary Software. Use of the Software remains governed by this Agreement.
11.4 Refunds, if any, are governed by the applicable Order, CactusBrain refund policy, reseller or merchant-of-record process, and mandatory consumer law. This Agreement creates no separate refund promise.
12 Suspension, Expiration, and Termination
12.1 Customer's subscription or Entitlement may expire or end through cancellation, non-renewal, payment failure, expiry of an enterprise agreement, or another event stated in the Order. CactusBrain may suspend access to Hosted Services or future downloads where reasonably necessary for non-payment, security, material abuse, use beyond the Entitlement, or material breach. Where reasonably practicable, CactusBrain will give notice and an opportunity to cure before suspension, except for urgent security, legal, or abuse matters.
12.2 Either party may terminate this Agreement for the other party's material breach if the breach is not cured within thirty days after written notice. A party may terminate immediately if the breach cannot reasonably be cured, is willful unauthorized redistribution or circumvention, or if immediate action is required by law.
12.3 On expiration or termination:
(a) Customer's right to begin new development, testing, integrations, builds, or deployments using the Software ends, unless an Order expressly provides a surviving right;
(b) access to Hosted Services, future downloads, updates, new versions, support, delivery, and Entitlements may end;
(c) Customer must stop using and delete SDK packages, tools, Documentation, credentials, and other non-embedded Software copies, except archival copies required by law; and
(d) Customer Applications lawfully built and distributed before expiration or termination may continue to operate with their already-embedded CactusBrain Components, provided Customer does not make new distributions or updates containing those Components, continues to comply with Sections 5 through 9, and the applicable Order does not state otherwise. This clause does not promise continued Hosted Services, downloads, updates, or compatibility and does not create a remote shutdown mechanism.
12.4 If termination results from Customer's material breach, CactusBrain may require Customer to cease further distribution and, where proportionate and lawful, take reasonable steps to remedy unauthorized distributions. Nothing in this Agreement requires recall or remote disablement of lawfully distributed Customer Applications unless an Order expressly states such a remedy or law requires it.
13 Enterprise and Custom Agreements
CactusBrain may offer enterprise, OEM, redistribution, source-access, support, custom development, or other rights under a separate signed agreement. Where the parties have entered into a separate written commercial or enterprise agreement, that agreement controls to the extent of any conflict. An Order may supplement but does not silently expand the license grant.
14 Confidentiality
14.1 Non-public Software, native binaries, private artifacts, credentials, unreleased versions, private Model artifacts, non-public Documentation, and other information identified as confidential or reasonably understood to be confidential are CactusBrain confidential information.
14.2 Customer will use reasonable care to protect that information, will use it only to exercise rights under this Agreement, and will disclose it only to Authorized Users who need access and are bound by protective obligations. These duties do not apply to information Customer can document was lawfully known without restriction, independently developed without use of confidential information, rightfully received without restriction, or publicly available through no breach. Legally compelled disclosure is permitted after advance notice where lawful and reasonable cooperation at CactusBrain's expense.
15 Customer Data, Privacy, and Telemetry
15.1 Customer owns Customer Data. Customer grants CactusBrain only the limited rights necessary to provide, secure, maintain, and support Hosted Services and to comply with law, the applicable Order, and Customer's instructions.
15.2 On-device inference and local personalization may process data locally. Use of Hosted Services, model delivery, accounts, telemetry, diagnostics, billing, email, or support may involve transmission and processing of data. CactusBrain's applicable Privacy Policy describes that processing. A data processing agreement may apply where separately executed.
15.3 The Software may report operational events and optional diagnostics such as a random installation identifier, model and software versions, platform, status or error category, device family, and performance duration. Such reports do not need to include prompts, inference inputs, inference outputs, media, embeddings, or Customer end-user content. Optional product analytics are subject to available account controls. Security, entitlement, delivery, and billing records may be required to provide and protect the service.
15.4 Customer is responsible for providing notices, obtaining consents, selecting a lawful basis, honoring data-subject rights, and configuring its Customer Applications as required by privacy, biometric, employment, communications, consumer, and other laws applicable to Customer's use. This Agreement does not represent that every Customer use complies with any specific privacy regime.
16 Updates, Support, and Changes
16.1 CactusBrain may provide updates, fixes, patches, and new versions. Unless an Order says otherwise, Customer is not promised any particular update, feature, compatibility period, response time, service level, or support level. Support commitments exist only in an applicable Order or support plan.
16.2 CactusBrain may discontinue versions or Hosted Services with reasonable notice where practicable, taking account of security, legal, technical, and commercial requirements. CactusBrain will not use a unilateral update to this Agreement to retroactively remove rights already paid for during a current fixed term, except where reasonably required by law or to address material security or abuse risks.
16.3 Updated terms apply prospectively after reasonable notice and acceptance where required by law. Material changes will identify an effective date.
17 Warranties and Disclaimer
17.1 CactusBrain warrants that, during a paid subscription term, the Software will substantially conform to its Documentation when used as authorized on a supported platform. Customer's exclusive contractual remedy for a verified breach is, at CactusBrain's option, repair, replacement, re-performance, or termination of the affected Entitlement and a refund of prepaid fees allocable to the unused affected period, subject to the applicable payment process. This warranty does not cover misuse, unsupported modifications, third-party systems, Customer-provided Models or data, free or preview features, or use contrary to Documentation.
17.2 EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, MODELS, HOSTED SERVICES, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." CACTUSBRAIN DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. CACTUSBRAIN DOES NOT WARRANT THAT OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR SAFETY-CRITICAL USE, OR THAT AI OR ML OUTPUTS WILL BE ACCURATE, COMPLETE, UNIQUE, OR FREE FROM BIAS.
17.3 NOTHING IN THIS AGREEMENT EXCLUDES A WARRANTY, REMEDY, OR CONSUMER RIGHT THAT CANNOT LAWFULLY BE EXCLUDED, RESTRICTED, OR MODIFIED. JURISDICTIONS THAT DO NOT ALLOW A DISCLAIMER WILL RECEIVE THE WARRANTY REQUIRED BY LAW TO THE MINIMUM EXTENT REQUIRED.
18 Limitation of Liability
18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
18.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CACTUSBRAIN FOR THE AFFECTED SOFTWARE OR SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR NO-CHARGE ACCESS, CACTUSBRAIN'S AGGREGATE LIABILITY WILL NOT EXCEED US$100 OR THE MINIMUM NON-WAIVABLE AMOUNT REQUIRED BY APPLICABLE LAW, WHICHEVER IS GREATER.
18.3 The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited, including where applicable liability for fraud, fraudulent misrepresentation, willful misconduct, death or personal injury caused by negligence, or breach of mandatory consumer rights. They also do not limit Customer's payment obligations or liability for unauthorized distribution, misappropriation, infringement, or circumvention of the Software.
18.4 These limitations allocate risk and form an essential basis of the bargain. Their application and enforceability may vary by jurisdiction.
19 Indemnification
19.1 Customer will defend CactusBrain against a third-party claim arising from Customer's Customer Application, Customer Data, Customer-provided Model, violation of law, unauthorized redistribution, infringement of third-party rights, or material breach of Sections 5, 6, 8, or 9, and will pay resulting finally awarded damages or settlements approved by Customer. This obligation does not apply to the extent a claim was caused by CactusBrain's breach, negligence, or willful misconduct.
19.2 CactusBrain will promptly notify Customer of a covered claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense and settlement. Customer may not settle a claim by admitting fault or imposing non-monetary obligations on CactusBrain without written consent.
19.3 Any CactusBrain intellectual-property indemnity must be stated in an applicable enterprise agreement or Order. This section does not create one by implication.
20 Compliance with Law and High-Risk Use
20.1 Each party will comply with laws applicable to its performance. Customer is responsible for its Customer Applications, Models, data, notices, permissions, and decisions based on AI or ML output.
20.2 Customer must not use the Software for unlawful activity or in a manner that violates third-party rights. Unless an Order expressly authorizes a validated use case, Customer must not rely on the Software as the sole basis for a decision that creates a material risk of death, physical injury, denial of legal rights, or unlawful discrimination. This limitation does not prohibit legitimate assistive uses with appropriate human oversight and safeguards.
21 Export Controls and Sanctions
Customer will comply with applicable export-control, import, sanctions, and restricted-party laws. Customer represents that it is not prohibited by applicable law from receiving the Software and will not export, re-export, transfer, release, or use the Software where prohibited or without required authorization. CactusBrain may restrict access where reasonably necessary to comply with applicable trade law. No list of prohibited territories in this Agreement replaces current law.
22 Governing Law and Disputes
22.1 This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of [FORUM AND VENUE] have exclusive jurisdiction, subject to Section 22.2. These particulars have not been established in CactusBrain's records and must be completed before this Agreement is published or presented to a customer.
22.2 If a signed enterprise agreement or Order identifies governing law, forum, or dispute procedures, those provisions apply to the extent enforceable.
22.3 Mandatory local law, including non-waivable consumer, employment, competition, privacy, and software-interoperability rights, remains applicable. A consumer retains the right to bring proceedings in, and to the protection of the mandatory law of, the country in which the consumer is resident where applicable law so provides. Nothing in this Agreement claims worldwide uniform enforceability or overrides such rights.
22.4 Before filing a non-urgent claim, each party will give written notice and allow thirty days for good-faith informal resolution. This does not prevent a party from seeking urgent injunctive relief, preserving a limitation period, or using a regulator or small-claims process available under mandatory law.
23 Notices
23.1 Notices to Customer may be sent to the account email address, displayed in an account or developer portal, or delivered by another reasonable electronic means. Customer must keep contact information current.
23.2 Legal notices to CactusBrain must be sent to [email protected] with "LEGAL NOTICE" in the subject line. Notices are effective when received. An Order may identify an additional notice address.
24 Assignment
Customer may not assign or transfer this Agreement or an Entitlement without CactusBrain's prior written consent, which will not be unreasonably withheld for a bona fide merger, reorganization, or sale of substantially all assets where the assignee is not a direct competitor, can perform the obligations, and agrees in writing to be bound. CactusBrain may assign this Agreement in connection with a merger, reorganization, financing, sale of assets, or change of control, or to an affiliate, on notice where required by law. Any other attempted assignment is void to the extent permitted by law.
25 Order of Precedence and Entire Agreement
25.1 The following order applies to a conflict concerning the same subject: (a) a signed enterprise or negotiated agreement; (b) an Order; (c) this Agreement; (d) applicable product or service terms; and (e) for Third-Party Materials only, the applicable third-party license, which always controls those materials. A data processing agreement controls for its subject matter.
25.2 This Agreement and the documents identified above are the entire agreement about the Software and replace prior or contemporaneous proposals and understandings about that subject. A purchase order's preprinted or unilateral terms do not modify the Agreement.
26 General
26.1 Severability. If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving intent, or severed if modification is not permitted. The remainder remains in effect.
26.2 Waiver. A waiver must be in writing and signed by the waiving party. Delay or failure to enforce a right is not a waiver.
26.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer's payment obligations for fees already due.
26.4 Independent Parties. The parties are independent contractors. This Agreement creates no employment, partnership, franchise, fiduciary, or agency relationship.
26.5 No Third-Party Beneficiaries. Except for CactusBrain's licensors with respect to their materials, this Agreement creates no third-party beneficiary rights.
26.6 Headings and Interpretation. Headings are for convenience. "Including" means "including without limitation." An electronic record and electronic acceptance satisfy a writing requirement to the extent permitted by law.
26.7 Survival. Sections that by their nature should survive do survive, including ownership, distribution conditions for deployed Customer Applications, Model and third-party terms, restrictions, confidentiality, accrued payment obligations, disclaimers, liability limitations, indemnification, compliance, disputes, and general provisions.
27 Acceptance
Customer may accept this Agreement through a click-through, developer portal, SDK download process, checkout flow that clearly presents this Agreement, signed Order, or signed enterprise agreement. Payment through a reseller or merchant of record constitutes acceptance only where the checkout or Order clearly presents or incorporates this Agreement as the supplier agreement. Payment-provider terms govern the transaction and do not replace this Agreement.
28 Contact
CactusBrain Labs
Website: https://cactusbrainlabs.com
Email: [email protected]
Copyright (c) 2026 CactusBrain Labs. All rights reserved.