NIMA SDK Usage & Licensing Disclaimer

This Software Development Kit (“SDK”) and its associated components, models, engines, and services — including but not limited to NIMA and its licensable assets (collectively, “NIMA”) — are proprietary technology owned and licensed by Goetia LLC (“Licensor”). Founder: Jamarlowe A. Cotton.

Access to NIMA and its licensable assets is granted under a flat-fee licensing structure, which may include a one-time integration fee and/or recurring subscription payments as specified in Licensee’s order form or agreement. Fees are non-refundable except as otherwise stated in the applicable agreement. Payments not received within fifteen (15) days of the due date are considered delinquent; Licensor may suspend Licensee’s access to NIMA upon delinquency and may terminate this license if payment is not cured within thirty (30) days of the due date. Suspension or termination for non-payment may render NIMA functionality within Licensee Products inoperative; Licensor bears no liability for resulting disruption to Licensee or Licensee’s end users.

Commercial licenses are term licenses. Unless a different term is stated on Licensee’s order or signed Schedule A, a commercial grant remains valid for twelve (12) months from issuance or renewal (as reflected in the signed license key or order). Continued commercial production use of NIMA — including embedding NIMA in Licensee Products offered to end users — requires a valid, unexpired commercial license and payment of all amounts then due. Upon expiration or termination, Licensee shall cease production use of NIMA and destroy or return Licensor materials as required under Termination. Indie tier grants are as stated at checkout and on the issued key; they do not expand commercial production rights.

As between the parties, Licensee retains ownership of independently developed code, configuration, branding, and other materials that Licensee creates for Licensee Products, including Licensee’s own improvements that do not copy or derive from NIMA source, binaries, models, or non-public technical materials. Ownership of NIMA and its licensable assets remains exclusively with Licensor. Building on, wrapping, or improving a Licensee Product that embeds NIMA does not transfer ownership of NIMA, confer a perpetual commercial license, or authorize continued use after Licensee’s grant expires or is terminated.

During an active paid term, Licensor may provide updates, fixes, and improved components for licensed SKUs. Availability of updates is not a warranty of uninterrupted improvement. Commercial Licensees who want continued production use, current keys, and ongoing updates must renew before the grant expires. Non-renewal ends the right to use NIMA in production under this agreement.

Indie and Commercial tiers (and any Enterprise schedule) are sold separately as shown at checkout. Commercial pricing is typically stated as an annual term amount unless a different cadence is labeled for that SKU. Probe and Intelligence Flywheel SKUs — which continuously improve or specially drive agent behavior using Licensor’s licensed code — bill every six (6) months as labeled at checkout. Other SKUs bill annually or as otherwise stated at checkout. Billing cadence does not shorten or lengthen the commercial license term unless the order expressly says so; unpaid mid-term invoices remain subject to delinquency and suspension under License Fee.

Licensee is granted a non-exclusive, non-transferable license to integrate NIMA and its licensable assets into Licensee’s own products, applications, or autonomous agents (“Licensee Products”), and to market, distribute, and sell those Licensee Products to end users, without restriction on industry, use case, or end customer, provided that:

• NIMA is embedded as a component or dependency within a Licensee Product. A Licensee Product does not qualify merely by wrapping, renaming, or superficially modifying NIMA’s SDK, interface, or outputs; it must incorporate independent functionality, code, or design developed by Licensee beyond invoking NIMA.
• Licensee does not represent, imply, or market NIMA or its licensable assets — in whole or in part — as its own proprietary technology, framework, or intellectual property.
• Licensee does not resell, sublicense, white-label, or redistribute NIMA or its licensable assets as a standalone SDK, engine, or platform, whether unmodified or modified.

After purchase, Licensee (the purchaser) shall not share, copy, mimic, reproduce, redistribute, or otherwise transfer NIMA source code, binaries, models, documentation, license keys, download artifacts, or non-public technical materials to any other person or entity — whether or not that person or entity is also a purchaser — including without limitation family members, friends, colleagues, coworkers, superiors, employers, companies, contractors outside a written confidentiality engagement with Licensee, or the public. Each seat or grant is personal to the Licensee named on the order. Providing NIMA materials to non-buyers, or to other buyers outside Licensee’s licensed organization, is a material breach and grounds for immediate termination without refund.

Licensee shall not:

• Extract, decompile, reverse-engineer, or repackage NIMA components or licensable assets for resale as a competing or substitute SDK.
• Claim authorship, ownership, or original development of NIMA’s architecture, engines, or underlying methods.
• Sublicense NIMA or its licensable assets to third parties for the purpose of building competing products directly on top of NIMA without Licensor’s separate written agreement.
• Disclose, share, copy, mimic, or reproduce NIMA’s source code, architecture documentation, API specifications, or non-public technical materials to any third party (buyer or non-buyer), except to Licensee’s own employees or contractors under obligations of confidentiality no less protective than those in this agreement and solely as needed to build Licensee Products.

NIMA and its licensable assets are designed and licensed for lawful, constructive applications. NIMA is not intended, and may not knowingly be used, to cause harm to any person; to interfere with a person’s life, livelihood, employment, or financial wellbeing; to conduct surveillance, monitoring, or data collection on individuals without their knowledge and lawful consent; or to facilitate fraud, corruption, coercion, or other unlawful conduct. Licensee represents that it will not deploy NIMA, or permit NIMA to be deployed, for any such purpose, and that any Licensee Product incorporating NIMA will be designed, marketed, and operated consistently with this intent.

Licensor’s provision of NIMA under this license is expressly conditioned on Licensee’s adherence to this section. Any use of NIMA in violation of this section constitutes a material breach of this agreement and grounds for immediate termination, independent of any cure period otherwise provided herein.

All non-public technical materials, documentation, source code, and architectural information provided to Licensee in connection with NIMA and its licensable assets constitute Licensor’s confidential information. Licensee shall protect such information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care, and shall not disclose it to any third party without Licensor’s prior written consent. This obligation survives termination of this agreement.

Licensor may, upon reasonable prior notice and no more than once per calendar year (or at any time if Licensor reasonably suspects breach), request records, usage logs, or a technical review of the Licensee Product sufficient to verify compliance with this agreement. Licensee shall cooperate in good faith with any such request.

As between Licensor and Licensee, Licensee retains ownership of its end-user data processed through NIMA. Licensor may collect and use aggregated, de-identified technical and performance data generated through Licensee’s use of NIMA to maintain, improve, and develop NIMA and its licensable assets, provided such data does not identify Licensee or Licensee’s end users.

Licensee shall indemnify, defend, and hold harmless Licensor from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Licensee Products, including any features, representations, or use cases Licensee builds on top of NIMA; (b) Licensee’s breach of this agreement; or (c) Licensee’s violation of applicable law in its use, marketing, or distribution of Licensee Products.

Licensor shall indemnify Licensee against third-party claims that NIMA and its licensable assets, as provided by Licensor and used in accordance with this agreement, infringe a third party’s intellectual property rights, excluding claims arising from Licensee’s modifications or from combination of NIMA with materials not provided by Licensor.

Licensor is not responsible for, and disclaims all liability arising from, any harm, damage, loss, or injury caused by a Licensee Product to any third party, end user, or other person, regardless of whether NIMA or its licensable assets are embedded within that Licensee Product. Licensee is solely responsible for the design, function, marketing, deployment, and consequences of any Licensee Product it builds, distributes, or sells. This includes, without limitation, harm arising from Licensee’s misuse of NIMA, Licensee’s modifications or configurations, Licensee’s failure to implement adequate safeguards, or any autonomous, physical, financial, or reputational harm caused by a Licensee Product’s operation in the marketplace.

Licensee acknowledges that it has been informed of NIMA’s capabilities, limitations, and autonomous functions prior to integration, and that Licensee’s decision to deploy NIMA within a Licensee Product is made with full knowledge of those capabilities. Licensee assumes all risk arising from its configuration, deployment, and use of NIMA, including risks arising from autonomous or semi-autonomous functionality. Where Licensee Products interact directly with end users, Licensee is responsible for obtaining appropriate end-user consent, disclosures, and acknowledgment of the product’s capabilities prior to use.

Except for breaches of the Confidentiality or Prohibited Use sections, or a party’s indemnification obligations, neither party’s aggregate liability arising out of this agreement shall exceed the total fees paid by Licensee to Licensor in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost data, even if advised of the possibility of such damages.

All rights, title, and interest in NIMA and its licensable assets — including architecture, source code, models, trademarks, and derivative improvements of NIMA created by or for Licensor — remain the exclusive property of Licensor (Goetia LLC). This license conveys no ownership rights in NIMA to Licensee. No implied licenses are granted under this agreement. See also Licensee Work Product vs NIMA.

NIMA and its licensable assets are provided “as is” without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

Licensee may not assign or transfer this agreement, in whole or in part, whether by merger, acquisition, change of control, or otherwise, without Licensor’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void.

Licensor reserves the right to terminate this license immediately upon non-payment or material breach of the above terms. Upon termination or expiration without renewal, Licensee shall cease all use of NIMA and its licensable assets and destroy or return all copies of NIMA materials in its possession. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Ownership, Licensee Work Product vs NIMA, and Data Rights survive termination.

When a license key is issued as a per-agent seat, it is bound to a single production agent identity (agentId) listed on Licensee’s Schedule A. That key may only be used for that agent. A second production agent requires a separate per-agent key unless an enterprise multi-seat grant expressly provides otherwise. Org-scoped keys without an agentId bind to the purchased SKU for the organization.

This agreement is governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles. Any dispute arising out of this agreement shall be resolved through binding arbitration seated in Wisconsin, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

Goetia LLC. Legal inquiries: nimaappai@gmail.com.