User Licensing Agreement

Version 1.0
October 2025

This Software License Agreement (“Agreement”) is a legal agreement between you (“Licensee”) and SettleTop, Inc. (“Licensor”) governing use of the proprietary software extension known as CodeRoot.ai Alpha Release (“Software”).

1. License Types and Transition

Evaluation License

Licensor grants Licensee a non-exclusive, non-transferable license to install and use the Software.
This license is granted free of charge, in exchange for Licensee providing feedback about the Software’s performance, usability, and reliability.

2. Restrictions

Licensee shall not, and shall not permit any third party to:

Copy, distribute, sublicense, lease, or sell the Software.
Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or internal structure of the Software.
Modify, alter, or create derivative works of the Software.
Circumvent or disable any technical protection or licensing mechanisms.
Use the Software for any purpose not expressly authorized under Section 1.

3. Feedback Obligations

Licensee agrees to provide good-faith feedback to Licensor regarding its experience with the Software, including defects, usability issues, and feature requests.
Feedback shall be deemed non-confidential and may be used by Licensor to improve the Software.
Licensee grants Licensor a perpetual, royalty-free license to use any feedback provided for research, development, and commercial purposes.

4. Confidentiality

The Software and related documentation are confidential and proprietary information of Licensor. Licensee agrees to protect this information with at least the same degree of care as its own confidential information, but in no event less than reasonable care.

5. Term and Termination

Effective upon installation or use of the Software and continues unless terminated earlier.
Licensor may terminate this Agreement immediately upon notice if Licensee breaches any term.
Upon expiration or termination, Licensee must cease use of the Software and destroy all copies.

6. Penalties for Breach

Unauthorized reverse engineering, decompilation, or tampering with the Software shall be deemed a material breach of this Agreement.
In addition to immediate termination of this Agreement, Licensee acknowledges that such breach may cause irreparable harm to Licensor, entitling Licensor to seek injunctive relief, damages, and legal costs in any court of competent jurisdiction.
If Licensee is an organization, it agrees to be fully liable for violations by its employees, contractors, or affiliates.

7. Disclaimer of Warranty

The Software is provided “AS IS” without warranty of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. In no event shall the authors or copyright holders 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

In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages. Licensor’s total liability shall not exceed the fees paid (if any) for the Software.

9. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Massachusetts, USA, without regard to its conflict of laws principles. Venue shall lie exclusively in the courts of Massachusetts/Essex County.