Technology License Agreement

1.1 "Licensed Technology" means the selected technology system, including but not limited to: source code, algorithms, APIs, documentation, and all related intellectual property.

1.2 "Transaction" means any operation processed using the Licensed Technology as applicable to its functionality.

1.3 "Transaction Volume" means the total value of all Transactions processed using the Licensed Technology during a given period.

1.4 "Royalty Rate" means the percentage of Transaction Volume payable to Licensor as specified in Section 3.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use, integrate, and deploy the Licensed Technology in Licensee's platform(s).

2.2 Permitted Uses. Licensee may:

1. Integrate the Licensed Technology into Licensee's blockchain platform or application;
2. Modify the Licensed Technology for compatibility purposes;
3. Offer the functionality of the Licensed Technology to Licensee's end users;
4. Create derivative works for internal use only.

2.3 Restrictions. Licensee shall NOT:

1. Sublicense, sell, or transfer the Licensed Technology to third parties;
2. Remove or alter any patent, copyright, or proprietary notices;
3. Use the Licensed Technology in any manner that infringes applicable laws;
4. Reverse engineer beyond what is permitted by applicable law;
5. Claim ownership of the underlying intellectual property.

3.1 License Fee. Licensee shall pay Licensor a one-time license fee of $25,000 USD ("License Fee") due upon execution of this Agreement.

3.2 Royalty Payments. Licensee shall pay Licensor a royalty of 0.5% of all Transaction Volume processed using the Licensed Technology ("Royalty Payments").

3.3 Payment Terms.

1. Royalty Payments shall be calculated monthly based on Transaction Volume;
2. Payments are due within 30 days of the end of each calendar month;
3. Payments shall be made in USD via wire transfer or cryptocurrency (BTC, ETH, or KENO at market rate);
4. Licensee shall provide monthly transaction reports for verification.

3.4 Audit Rights. Licensor reserves the right to audit Licensee's Transaction records with 30 days written notice, no more than once per calendar year.

4.1 Ownership. Licensor retains all right, title, and interest in and to the Licensed Technology, including all patents, copyrights, trade secrets, and other intellectual property rights.

4.2 Patent/Proprietary Rights. This license does not grant any rights under any patents except as expressly stated herein.

4.3 Acknowledgment. Licensee acknowledges that the Licensed Technology constitutes valuable trade secrets and proprietary information of Licensor.

5.1 Term. This Agreement shall commence on the Effective Date and continue for a period of one (1) year unless terminated earlier in accordance with this Section, with option to renew.

5.2 Termination for Breach. Either Party may terminate this Agreement upon 30 days written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

5.3 Effect of Termination. Upon termination: all licenses granted herein shall immediately terminate; Licensee shall cease all use of the Licensed Technology; Licensee shall return or destroy all copies of the Licensed Technology; all accrued payment obligations shall survive termination.

6.1 Licensor Warranties. Licensor warrants that it has the right to grant the licenses contained in this Agreement and that the Licensed Technology does not infringe any third-party intellectual property rights known to Licensor.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED TECHNOLOGY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE UNDER THIS AGREEMENT.

Licensee agrees to maintain the confidentiality of the Licensed Technology and any proprietary information disclosed under this Agreement. Licensee shall implement reasonable security measures to protect the Licensed Technology from unauthorized access or disclosure.

Licensee shall indemnify and hold harmless Licensor from any claims, damages, or expenses arising from Licensee's use of the Licensed Technology or breach of this Agreement.

10.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, United States.

10.2 Dispute Resolution. Any disputes arising under this Agreement shall be resolved through binding arbitration.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties.

10.4 Amendment. This Agreement may only be amended in writing signed by both Parties.

10.5 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent.