1. License Grant

Sunnyday Technologies, LLC (“Licensor”) grants you (“Licensee”) a limited, non-exclusive, non-transferable, revocable license to use the CEMFORGE software and any generated mix outputs solely for internal project development, educational, or construction use as permitted by your subscription tier.

Use for redistribution, sublicensing, resale, model training, or derivative software development is strictly prohibited without prior written consent from Licensor.

2. Intellectual Property

All rights, title, and interest in the CEMFORGE platform — including algorithms, models, databases, formulation logic, and any outputs excluding user-supplied inputs — remain the exclusive property of Licensor. Licensee acquires no ownership interest through use.

Licensee may not:

• Reverse engineer, decompile, disassemble, or extract source models from the software.
• Use CEMFORGE outputs or behavior to develop competing or derivative platforms.
• Mine, scrape, or use CEMFORGE data for training machine learning or AI systems.

3. Subscription Tiers & Usage Limitations

CEMFORGE offers the following subscription tiers:

• Free Trial: Up to 10 formulation outputs per day with restricted material options.
• Light Subscription: Up to 50 formulation outputs per day with expanded material options.
• Professional Subscription: Up to 250 formulation outputs per day with full material options.
• Enterprise Subscription: Unlimited formulation outputs; custom features by written agreement.

Usage beyond tier limits requires upgrading to a higher subscription plan. Attempting to bypass usage limitations through technical means constitutes a material violation of this Agreement and may result in immediate termination.

4. Accuracy Disclaimer & Engineering Responsibility

The CEMFORGE platform provides formulation suggestions based on machine learning models and publicly available research data. CEMFORGE outputs are decision-support tools only.

Licensor does not warrant or guarantee the accuracy, suitability, or safety of any generated formulations for actual construction projects.

Licensee assumes all responsibility for:

• Verifying the engineering suitability of any CEMFORGE-generated formulation.
• Conducting physical testing and validation prior to actual use.
• Ensuring compliance with all applicable building codes, standards, and regulations.
• Obtaining appropriate engineering review and professional certification by a licensed professional engineer before use in any structural, load-bearing, or safety-critical application.

Licensor expressly disclaims liability for any structural failure, property damage, personal injury, death, or other loss arising from the use of CEMFORGE-generated formulations, whether or not such formulations were validated, modified, or approved by a third party prior to use.

5. Patent Proximity Alerts & Intellectual Property Disclaimer New in v1.20

CEMFORGE includes an algorithmic patent proximity alert feature that may notify Licensee when a generated formulation shares characteristics with the claims of one or more existing patents. This feature is provided as a convenience only.

Licensee bears sole and exclusive responsibility for conducting independent patent clearance, freedom-to-operate analysis, and obtaining qualified legal counsel before commercializing, manufacturing, or publicly disclosing any formulation generated by CEMFORGE.

Licensor shall have no liability for patent infringement, trade secret misappropriation, or any other intellectual property claim arising from Licensee’s use, commercialization, or disclosure of any CEMFORGE-generated formulation, regardless of whether a patent proximity alert was or was not triggered.

6. Prohibited Uses

Licensee shall not:

• Use CEMFORGE outputs to train, develop, or improve any competing concrete formulation software or AI model.
• Redistribute, resell, sublicense, or commercially exploit CEMFORGE-generated formulations without explicit written permission from Licensor.
• Attempt to extract, reverse engineer, or replicate the underlying models, algorithms, or training data.
• Use CEMFORGE for any unlawful purpose or in violation of applicable regulations.
• Share login credentials, circumvent authentication, or enable unauthorized access to the software.
• Automate or script interactions with CEMFORGE beyond normal user interface operation without prior written permission.
• Represent any CEMFORGE output as having been validated, endorsed, or approved by NIST or any other government agency.

7. Termination

This license terminates immediately upon:

• Violation of any provision of this Agreement.
• Non-payment or cancellation of subscription.
• Written notice from Licensor.

Upon termination, Licensee must cease all use of the CEMFORGE platform and destroy any downloaded outputs, unless otherwise agreed in writing.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Licensor’s total aggregate liability shall not exceed the subscription fees paid by Licensee in the three (3) months preceding the claim.

Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities.
• Construction project failures, delays, or remediation costs.
• Third-party patent infringement claims against Licensee.
• Third-party personal injury or property damage claims.
• Data loss or corruption.

This limitation applies regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if Licensor has been advised of the possibility of such damages.

9. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

• Licensee’s use of CEMFORGE-generated formulations in actual construction projects.
• Any patent, trade secret, or IP infringement claim arising from Licensee’s commercialization of generated formulations.
• Any violation of this Agreement by Licensee.
• Negligence or willful misconduct by Licensee.

10. Data Collection, Privacy & Model Training

CEMFORGE collects and processes user data as described in our Privacy Policy. By using the software, Licensee consents to:

• Collection of formulation parameters and usage analytics.
• Storage of generated formulations for service improvement.
• Use of aggregated, anonymized data for research and platform development.

Licensee retains ownership of any proprietary input data. Licensor may use aggregated, anonymized formulation output data to improve platform models. Licensor will not use identifiable, non-anonymized Licensee-specific formulation data for model training without explicit written consent.

Enterprise Licensees may request a Data Processing Addendum (DPA) that restricts their input and output data from model training. Contact legal@cemforge.ai to request a DPA.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Wisconsin, United States, without regard to conflict of law principles.

Any disputes arising from this Agreement shall be resolved through binding arbitration under the American Arbitration Association Commercial Arbitration Rules, with proceedings conducted in Outagamie County, Wisconsin. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

12. Modifications

Licensor reserves the right to modify this Agreement at any time. Notice of material changes will be provided via email or in-app notification. Continued use of CEMFORGE after notification of changes constitutes acceptance of the revised terms. If Licensee does not accept the revised terms, Licensee must cease use and may request a pro-rata refund of prepaid subscription fees.

13. Entire Agreement & Severability

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral, relating to the subject matter herein. If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.