TNSA AI

# Version 1.1 — May 3, 2025

# This TNSA Model Access & Security License Agreement (this “Agreement”) governs your

# (hereinafter “Licensee” or “You”) access to and use of TNSA’s proprietary models,

# software components, and documentation (collectively, the “Software”). By downloading,

# installing, copying, or otherwise using the Software, You agree to be bound by all terms

# and conditions below.

# 1. DEFINITIONS

# 1.1 “Affiliate” means any entity controlling, controlled by, or under common control

# with a Party.

# 1.2 “Authorized Environment” means only those systems or cloud instances expressly

# approved in writing by TNSA, equipped with approved access controls,

# encryption, and deployment isolation measures.

# 1.3 “Confidential Information” means all non-public technical, operational and business

# information of TNSA, including but not limited to Software, model weights,

# architectures, config files, performance metrics, training data descriptions,

# and roadmap documents.

# 1.4 “Derived Materials” means any adaptations, enhancements, modifications,

# translations, derivative works, or improvements to the Software created by You

# or on Your behalf.

# 2. LICENSE GRANT

# 2.1 Subject to strict compliance with this Agreement, TNSA hereby grants You a limited,

# non-exclusive, non-transferable, non-sublicensable, revocable license to:

# a) Load, execute, and integrate the Software in Your Authorized Environment

# solely for internal research, development, evaluation, or operational

# purposes;

# b) Generate inference outputs (predictions, embeddings, etc.) from the Software

# for internal use;

# c) Create and use Derived Materials strictly in accordance with Section 4.

# 2.2 All other rights are reserved. Any rights not expressly granted herein are withheld

# by TNSA. Commercial redistribution, sublicensing, or provision of any Software or

# outputs to external third parties (including via API or SaaS) is strictly prohibited

# without a separate written commercial license from TNSA.

# 3. EXPORT CONTROL & COMPLIANCE

# 3.1 You shall not export, re-export, transfer, or disclose the Software, directly or

# indirectly, to any country, entity, or person prohibited by applicable export

# control or sanctions laws.

# 3.2 You shall comply with all applicable export, re-export, and import laws and

# regulations. You represent that You are not located in, under the control of, or

# a national or resident of any country subject to a comprehensive U.S. or EU

# embargo.

# 4. RESTRICTIONS & DERIVED MATERIALS

# 4.1 Without TNSA’s prior written consent, You shall not:

# a) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source

# code, model weights, training data, or internal architectures;

# b) Distribute, publish, sublicense, lease, loan, or rent the Software or any

# Derived Materials to any third party;

# c) Use the Software or Derived Materials to develop competing products or services;

# d) Remove, obscure, or alter any proprietary legends, watermarks, digital rights

# management, or metadata.

# 4.2 Ownership of Derived Materials:

# a) TNSA retains all ownership rights in the original Software, including any

# underlying intellectual property.

# b) Any Derived Materials created by You are deemed “Improvements” and are owned by

# TNSA. You hereby assign to TNSA all right, title, and interest in and to such

# Improvements, and agree to execute any documents required to effectuate such

# assignment.

# 5. ACCESS & SECURITY CONTROLS

# 5.1 You must deploy and operate the Software only on systems that implement:

# a) Strong authentication (MFA) and fine-grained role-based access controls;

# b) Full-disk encryption (AES-256 or stronger) for all model artifacts at rest;

# c) TLS 1.3 or stronger for all in-transit communications;

# d) Network isolation, logging, and intrusion-detection measures to prevent

# unauthorized access.

# 5.2 Audit Logging & Retention:

# a) You must maintain detailed logs of all load, inference, export, and

# administrative operations on the Software.

# b) Logs must be immutable, time-stamped, and retained for a minimum of five (5)

# years.

# c) Upon TNSA’s request, You must provide log extracts or full audit reports

# within ten (10) business days.

# 6. CONFIDENTIALITY & DATA PROTECTION

# 6.1 You shall hold all Confidential Information in strict confidence and not disclose

# it to any third party except as permitted herein.

# 6.2 You may disclose Confidential Information only to your employees or contractors

# with a need to know, and only if they are bound by confidentiality obligations

# no less restrictive than this Agreement.

# 6.3 You shall implement and maintain appropriate technical and organizational measures

# to protect personal data processed by the Software, in compliance with applicable

# privacy laws (e.g., GDPR, CCPA).

# 7. AUDIT & COMPLIANCE REVIEW

# 7.1 TNSA (or its appointed auditor) may, upon at least thirty (30) days’ prior notice

# and during normal business hours, audit Your facilities, systems, and records to

# verify compliance with this Agreement.

# 7.2 You shall provide reasonable cooperation, access, and information necessary to

# conduct such audit.

# 7.3 If an audit reveals any material non-compliance, You shall promptly remedy such

# non-compliance at Your expense.

# 8. SUPPORT, MAINTENANCE & UPDATES

# 8.1 TNSA may, at its discretion, provide You with updates, patches, or new versions of

# the Software. Such updates are subject to the terms of this Agreement.

# 8.2 TNSA disclaims any obligation to provide support, except as may be set forth in a

# separate support agreement signed by both parties.

# 9. FEEDBACK & IMPROVEMENTS

# 9.1 You may provide feedback, suggestions, or feature requests (“Feedback”) to TNSA.

# 9.2 All Feedback shall be the exclusive property of TNSA, and You hereby assign all

# right, title, and interest in such Feedback to TNSA without restriction.

# 10. TERM & TERMINATION

# 10.1 This Agreement is effective upon the date You first access or use the Software

# and continues until terminated.

# 10.2 TNSA may terminate this Agreement immediately upon notice if You breach any term

# of this Agreement.

# 10.3 Upon termination, You shall:

# a) Cease all use of the Software and Derived Materials;

# b) Securely delete or destroy all copies of the Software and Confidential

# Information (including in backups) and certify such destruction in writing;

# c) Return to TNSA or permanently destroy all audit logs and attest in writing

# that You have complied.

# 11. WARRANTY DISCLAIMER

# THE SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND.

# TNSA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,

# INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

# TITLE, AND NON-INFRINGEMENT.

# 12. LIMITATION OF LIABILITY

# TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TNSA SHALL NOT BE LIABLE FOR ANY

# INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER

# ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED

# OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TNSA’S AGGREGATE LIABILITY EXCEED

# THE FEES PAID BY YOU FOR THE SOFTWARE (IF ANY) IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

# 13. INDEMNIFICATION

# You agree to defend, indemnify, and hold harmless TNSA, its Affiliates, and their

# officers, directors, employees, and agents from and against all losses, damages,

# liabilities, claims, costs, and expenses (including reasonable attorneys’ fees)

# arising out of any claim brought by a third party due to or arising out of:

# a) Your breach of this Agreement;

# b) Your misuse of the Software;

# c) Any data or materials You provide that infringe on third-party rights.

# 14. INJUNCTIVE RELIEF

# You acknowledge that unauthorized use or disclosure of the Software or Confidential

# Information may cause irreparable harm to TNSA for which monetary damages would be

# inadequate. TNSA shall be entitled to seek immediate injunctive relief in addition to

# any other remedies.

# 15. ASSIGNMENT & CHANGE OF CONTROL

# You may not assign or transfer this Agreement, in whole or in part, without the prior

# written consent of TNSA. Any attempt to assign without consent is void. TNSA may

# assign this Agreement to any Affiliate or successor entity in connection with a merger,

# acquisition, or sale of substantially all assets.

# 16. NOTICES

# All notices under this Agreement shall be in writing and sent to the addresses specified

# in the cover letter or via email to legal@tnsa.ai, with confirmation of receipt.

# 17. FORCE MAJEURE

# Neither Party shall be liable for failure or delay in performance due to causes beyond

# its reasonable control, including acts of God, war, terrorism, labor disputes, or

# governmental action.

# 18. GOVERNING LAW & DISPUTE RESOLUTION

# This Agreement shall be governed by and construed in accordance with the laws of

# [Jurisdiction of TNSA], without regard to conflict-of-law principles. Any dispute

# arising hereunder shall be resolved by binding arbitration in [City, State/Country],

# under the rules of the [Arbitration Body], and judgment upon the award may be entered

# in any court of competent jurisdiction.

# 19. SEVERABILITY & WAIVER

# If any provision of this Agreement is held invalid or unenforceable, the remaining

# provisions shall remain in full force and effect. No waiver of any term shall be deemed

# a continuing waiver.

# 20. ENTIRE AGREEMENT

# This Agreement, together with any exhibits or addenda hereto, constitutes the entire

# understanding between the parties regarding its subject matter and supersedes all

# prior or contemporaneous discussions, proposals, or agreements, whether written or oral.

# By downloading, installing, or using the Software, You acknowledge that You have read,

# understood, and agree to be bound by this Agreement in its entirety.

NGen 3 Community License