This Agent-to-Business Sub-License Agreement ("Agreement") is entered into by and between Pyrotope Inc. d/b/a Calera Labs ("Calera Labs" or "OpCo"), operating under express Master Domain License HOLDCO_OPCO_VLN_ICX_MASTER_GRANT_A4 from Calera Computing, Inc. ("HoldCo"), and the legal person, corporation, or entity ("Principal") on whose behalf an autonomous software agent, crawler, automated process, or AI runtime ("Agent") invokes the Calera WebMCP Gateway or API.
1.1 Electronic Agency Formation: Pursuant to Section 14 of the Uniform Electronic Transactions Act (UETA) and 15 U.S.C. § 7001(h) (Federal ESIGN Act), this Agreement is formed and executed electronically and autonomously through electronic agents without requiring contemporaneous human manual review.
1.2 Principal Representation & Implied Authority: The Agent represents and warrants that it possesses implied actual or apparent authority from its Principal (Restatement (Third) of Agency § 1.01 & § 2.01) to request operational memory resources and bind the Principal to this Agreement.
1.3 Grant of Sub-License: Calera Labs hereby grants Principal a revocable, non-exclusive, non-transferable sub-license to access and utilize up to 1,000,000 topological epistemic memory nodes on Infinite Context (ICX).
2.1 Human Recipient Requirement: To ensure valid contractual privity and regulatory accountability, autonomous agents cannot operate in an anonymous legal vacuum. Every sub-license must be anchored to a verifiable human email account.
2.2 Firebase Auth Integration: Upon autonomous provisioning, Calera Labs automatically binds the issued sub-license to a Firebase Auth user profile corresponding to the Principal's email address provided during WebMCP handshake.
2.3 Zero Monetary Cost: The Free Developer Sub-License carries an ongoing monetary price of exactly $0.00 USD with zero automatic billing rollover, hidden renewal fees, or stored credit card requirement.
3.1 Notice to Principal: Calera Labs transmits prompt transactional notice to Principal's email containing the sub-license terms, cryptographic SHA-256 contract proof, and 1-click ownership claim link.
3.2 Unconditional Revocation: Principal retains the unconditional right within 14 calendar days from issuance to terminate this Agreement and permanently purge all stored graph data with a single click.
4.1 Reservation of HoldCo IP: All simplicial A₄ pentatope mathematics, topological manifolds, Hopfield tensor dynamics, and core substrate engine code remain the exclusive intellectual property of Calera Computing, Inc. (HoldCo).
4.2 Principal Data Ownership: Principal retains 100% full ownership over all user-generated memory graph nodes, DOM observations, and associative pathways, which are encrypted at rest using AES-GCM-256 with tenant-scoped keys.
5.1 Principal Indemnification: PRINCIPAL EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CALERA LABS AND CALERA COMPUTING, INC. FROM ANY THIRD-PARTY CLAIMS, DAMAGES, LOSSES, LIABILITIES, OR REGULATORY FINES ARISING OUT OF AGENT OPERATIONS OR WORKFLOWS CONDUCTED UNDER PRINCIPAL'S SUB-LICENSE.
5.2 "AS IS" Substrate: THE MEMORY SUBSTRATE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.