# ADAM Individual Asset License v1.0 — U.S. business sale

**Effective date:** 2026-08-25

**Seller:** Archon Digital LLC ("Archon")

**Scope:** United States business buyers purchasing the exact asset version
identified on an ADAM receipt (the "Asset"). This license was prepared from an
AI legal-risk review accepted by Archon's founder. It was not reviewed by an
attorney.

## 0. Acceptance and buyer eligibility

By affirmatively checking the acceptance box and completing checkout, the
purchasing person or organization named on the receipt ("Licensee") agrees to
this exact license version and digest. Licensee consents to transact
electronically and receive this license, the receipt, and related notices in
electronic form. The exact accepted license remains available with the receipt.

If accepting for an organization, the person accepting represents that they
are at least 18 years old and authorized to bind it. The Asset is offered only
to buyers purchasing for purposes related to their trade, business, craft, or
profession. Licensee represents that it is purchasing in that capacity and not
as a consumer, and that it is located in the United States. Archon may cancel
and refund an order it reasonably believes is ineligible. Nothing limits a
right that applicable law does not permit to be limited.

## 1. Ownership, definitions, and grant

The Asset is licensed, not sold. Archon and its licensors retain all right,
title, and interest in the Asset. No rights are granted except those expressly
stated here.

"End Product" means one software application, product, or site distributed
under one brand and one commercial offering, in which the Asset is incorporated
and is not the primary value delivered. "Licensee's Organization" means
Licensee and an entity controlling, controlled by, or under common control with
Licensee, where control means more than 50 percent of voting equity.

Upon full payment and while this license is in effect, Archon grants Licensee a
non-exclusive, non-transferable, worldwide license to:

- use and modify the Asset's source within Licensee's Organization;
- incorporate the Asset into one End Product and compile and distribute the
  resulting interface as an integral part of that End Product, including for
  commercial use;
- permit contractors to exercise those rights solely for Licensee's benefit
  and the End Product, with Licensee responsible for their compliance; and
- use the Asset in internal design and development workflows, including with
  software agents, coding assistants, and automated tools operated by or for
  Licensee. Licensee must use available settings or terms reasonably designed
  to prevent a third-party tool from retaining the Asset for model training or
  making it available to others.

Client work requires one license per End Product, with the End Product owner
named as Licensee on the receipt. An individual Asset purchase never requires a
subscription.

## 2. Restrictions and third-party components

Licensee must not:

- resell, redistribute, sublicense, share, or publish the Asset's source as a
  standalone kit, component library, template, dataset, or asset catalog;
- train or fine-tune a machine-learning model on the Asset, or use it to create
  a dataset, benchmark, or derived corpus intended for distribution, without a
  separate written grant from Archon;
- transfer this license to another organization without Archon's written
  approval;
- remove legally required license or provenance records;
- represent the Asset as exclusively human-authored; or
- publish or permit public access to the Asset's source repository, including
  through an open-source End Product, without a separate written grant.

The model restriction does not prohibit ordinary permitted use of coding
assistants or internal testing and quality assurance. Distribution of compiled,
bundled, transpiled, or minified output as an integral part of the End Product
is permitted even when ordinarily readable in a browser. Licensee should not
publish source maps that reconstruct the Asset; inadvertent publication is a
curable breach under Section 8.

Third-party open-source components are identified in the delivered NOTICE file
and software bill of materials. Their own licenses control those components.

## 3. Updates

For 12 months after purchase, this license includes every new version Archon
releases under the same semantic major version. For a version beginning with
`0.`, it instead includes releases under the same `0.x` minor version and the
first `1.0` release if released within that window. Archon is not required to
release an update. The right to use an exact version already delivered is
perpetual unless this license terminates. Each delivered version is bound to
its own receipt and immutable snapshot.

## 4. Refunds and payment disputes

Licensee may request a full refund for any reason within 14 days after its first
successful payment for its first order of the Asset. There are no partial
refunds. If Licensee distributed an End Product before requesting a refund, the
refund is at Archon's discretion.

On refund, this license terminates, download entitlement is revoked, and
Licensee must within 30 days cease using the Asset's source and delete copies it
controls, except routine backups pending ordinary overwrite and copies already
incorporated into an End Product distributed before the request. Existing end
users may continue using that already-distributed End Product, but Licensee may
not distribute it further. Archon may decline a later sale of the same Asset to
a buyer who refunded it.

Archon may suspend download entitlement while a chargeback or payment dispute
is pending. If resolved against Archon, the license terminates as if refunded.
If resolved for Archon, entitlement may be restored only after provider and
order records are reconciled; restoration is never inferred from a browser
return.

## 5. Support

The support channel of record is `john@archondigital.xyz`. Archon will
acknowledge support requests within three business days and use commercially
reasonable efforts to address installation, documented-browser build issues,
confirmed defects, and license questions. No resolution time is promised.
Support is in English and continues while the exact version is within its
update window. Custom development, buyer-runtime debugging, and integration
consulting are outside this license. During the update window, Archon will
provide a corrected version or, at Licensee's choice, a refund for a confirmed
defect.

## 6. Takedown

For a confirmed takedown affecting an entitlement, Archon will notify Licensee
through the support channel within seven days and, consistent with the ADAM
Takedown Policy linked at purchase, provide a cured replacement or refund if no
cure ships within 30 days. For a valid third-party rights claim, Archon may
refund the affected order and identify affected material. If Archon reasonably
concludes a claim is invalid, it may restore the Asset and notify affected
Licensees. Archon preserves receipt, rights, and audit evidence. End Products
distributed before notice remain subject to Section 8 and any third-party
rights that applicable law requires Archon to enforce.

## 7. Warranty; intellectual property; indemnity

Archon represents that it has the right to grant Section 1 and that, to its
knowledge on the Asset release date, the Asset does not infringe a third
party's U.S. copyright, trademark, or trade secret. The Asset was produced with
AI assistance identified in its provenance record. Archon does not represent
that any particular portion is protected by copyright, and Licensee's contract
rights do not depend on that protection.

EXCEPT AS EXPRESSLY STATED IN SECTIONS 5, 6, AND 7, THE ASSET IS PROVIDED "AS
IS" AND "AS AVAILABLE." ARCHON DISCLAIMS IMPLIED WARRANTIES, INCLUDING
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARCHON DOES NOT
WARRANT THAT THE ASSET IS ERROR-FREE, MEETS LICENSEE'S REQUIREMENTS, OR CONFORMS
TO AN ACCESSIBILITY, SECURITY, OR REGULATORY STANDARD EXCEPT AS EXPRESSLY
STATED IN PUBLISHED CONFORMANCE DOCUMENTATION. IT IS NOT WARRANTED FOR
REGULATED, SAFETY-CRITICAL, FINANCIAL, MEDICAL, OR AUTONOMOUS EXECUTION SYSTEMS.

Archon will defend Licensee against a third-party claim that the unmodified
Asset as delivered infringes that party's U.S. copyright or trade secret and
pay finally awarded damages, if Licensee promptly notifies Archon, gives Archon
sole control of defense and settlement, and cooperates. This excludes claims
from Licensee modifications, combinations, third-party components, or use
outside Section 1. Archon may procure continued use, replace or modify the
Asset, or terminate and refund. This is Licensee's exclusive infringement
remedy and is subject to Section 7A.

Licensee will defend and indemnify Archon against third-party claims arising
from Licensee's End Product, modifications, or use outside Section 1 or in
breach of Section 2.

### 7A. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS,
REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
ARCHON'S TOTAL AGGREGATE LIABILITY RELATING TO THIS LICENSE OR THE ASSET IS THE
GREATER OF THE AMOUNT PAID FOR THE AFFECTED ORDER OR $100. These limits apply
regardless of theory and despite failure of a limited remedy. Nothing limits
liability that cannot lawfully be limited, including fraud, willful misconduct,
death or personal injury caused by negligence, or mandatory consumer rights.

## 8. Termination

This license terminates on refund or adverse payment-dispute resolution; on an
export or sanctions representation becoming untrue; or if Licensee materially
breaches and does not cure within 30 days after written notice. On termination,
Licensee must within 30 days cease using and distributing the Asset's source
and delete copies it controls, subject to Section 4's backup and distributed
End Product exceptions. Existing end users may continue using an End Product
distributed in compliance before termination, and Licensee may support that
existing release, but may not incorporate the Asset into a new release unless
Archon's takedown notice expressly permits it. Sections 1 (Ownership and
definitions), 2, 4, 6, 7, 7A, 8, and 9 survive.

## 9. General terms

Archon processes personal information as stated in the versioned ADAM Privacy
Notice linked at acceptance and identified on the receipt.

Licensee represents that it is not located in, organized under the laws of, or
ordinarily resident in a country or region subject to comprehensive U.S.
sanctions and is not on a U.S. restricted-party list. Licensee will not export,
re-export, transfer, or use the Asset in violation of U.S. export-control or
sanctions law or for a prohibited end use.

Prices exclude sales, use, VAT, GST, and similar transaction taxes. Licensee is
responsible for transaction taxes calculated and collected at checkout where
required, and for accurate address, tax-identification, and exemption
information. Each party is responsible for tax on its income.

This license is governed by Nebraska law, excluding conflict rules and the
United Nations Convention on Contracts for the International Sale of Goods.
The parties will give written notice and attempt resolution for 30 days before
proceedings. Exclusive venue is the state or federal courts in Douglas County,
Nebraska; each party consents to personal jurisdiction and waives forum non
conveniens objections. EACH PARTY WAIVES A JURY TRIAL. A claim must be brought
within one year after accrual where law permits. Either party may seek
injunctive relief in a court with jurisdiction.

This is the entire agreement concerning the Asset and supersedes prior
discussions. If a provision is unenforceable, the remainder remains effective.
Failure to enforce is not a waiver. This license controls over catalog summaries
and checkout disclosures; third-party component licenses control their code.