Software License Agreement

Effective Date: March 1, 2026 · Last Updated: March 24, 2026

This Software License Agreement ("License Agreement" or "Agreement") is a legally binding contract between you ("Licensee," "Customer," or "you") and Garmo Labs, LLC, a California limited liability company ("Licensor," "Garmo Labs," "we," "us," or "our"), governing your use of the software, APIs, and related technologies that comprise the AXIOM and CHRONICLE services (collectively, the "Software").

This Agreement supplements the Terms of Service, Privacy Policy, and Acceptable Use Policy. In the event of a conflict between this Agreement and the Terms of Service, the Terms of Service shall prevail unless this Agreement explicitly states otherwise with respect to licensing matters.

By accessing or using the Software, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization.

1. Grant of License

1.1 License Grant

Subject to your compliance with this Agreement, the Terms of Service, and the Acceptable Use Policy, Garmo Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely through the provided application programming interfaces (APIs) and web interfaces, for your internal business purposes, during the term of your subscription or Free Tier account.

1.2 Nature of Access

The Software is provided as a hosted service (Software as a Service). Except as expressly provided in Section 10 (Enterprise On-Premises License), you do not receive a copy of the Software's source code, object code, binaries, or any other executable form. Your access is limited to interacting with the Software through:

RESTful APIs — authenticated HTTP endpoints for programmatic access;
Web interfaces — browser-based dashboards at axiom.garmolabs.com and chronicle.garmolabs.com;
Documentation — technical reference materials provided by Garmo Labs.

1.3 Authorized Users

The license is granted to you and your authorized employees, contractors, and agents who need access to the Software in connection with your internal business purposes, provided that: (a) each authorized user accesses the Software through your Account; (b) you are responsible for all actions taken by your authorized users; and (c) you ensure that all authorized users comply with this Agreement.

2. Scope and Restrictions

2.1 Permitted Uses

You may use the Software to:

Submit AI agent configurations to AXIOM for compliance verification against supported Regulatory Frameworks;
Generate, download, and share Compliance Reports and certificates;
Configure policy engines and deployment gates for your AI systems;
Perform safety testing (bias, toxicity, drift, hallucination, and privacy detection);
Manage an AI inventory and monitor runtime agent behavior;
Store, retrieve, search, summarize, and delete episodic memory through CHRONICLE;
Integrate the Software into your own applications, platforms, and workflows using the APIs.

2.2 Restrictions

You may not, and may not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, its algorithms, models, scoring methodologies, or any underlying technology, except to the limited extent that applicable law expressly prohibits this restriction despite this contractual prohibition;
Copy, modify, adapt, translate, or create derivative works of the Software or any portion thereof;
Sublicense, sell, resell, lease, rent, loan, distribute, or otherwise transfer the Software or your access thereto to any third party;
Remove, alter, or obscure any proprietary notices, labels, marks, or branding on or in the Software;
Use the Software to develop, train, or improve a competing product or service, whether directly or indirectly, including by using outputs, data patterns, or performance characteristics of the Software to inform the design of a competing offering;
Use the Software for benchmarking or comparative testing against competing products and publish the results without Garmo Labs' prior written consent;
Access the Software through any means other than the provided APIs and web interfaces, including screen scraping, web crawling, or automated data extraction;
Circumvent, disable, or interfere with rate limits, usage quotas, authentication mechanisms, access controls, or any other technical restrictions;
Use the Software in violation of the Acceptable Use Policy or any applicable law or regulation;
Introduce malicious code (viruses, worms, Trojan horses, ransomware, or other harmful software) through the Software;
Access or attempt to access other customers' accounts, data, or isolated environments.

3. API Usage Rules

3.1 Authentication

All API requests must be authenticated using a valid API Key issued to your Account. API Keys must be transmitted securely using HTTPS and should be included in request headers as specified in the Documentation. You must not include API Keys in URLs, client-side code, public repositories, or any location accessible to unauthorized parties.

3.2 Rate Limits and Quotas

Your use of the APIs is subject to rate limits and usage quotas corresponding to your Plan:

Service	Plan	Monthly Limit
AXIOM	Free	50 verifications
AXIOM	Starter	1,000 verifications
AXIOM	Professional	10,000 verifications
AXIOM	Enterprise	Unlimited
CHRONICLE	Free	1,000 operations
CHRONICLE	Pro	25,000 operations
CHRONICLE	Team	100,000 operations
CHRONICLE	Enterprise	Unlimited

Requests exceeding your rate limits or quotas may be throttled, queued, or rejected. You must not attempt to circumvent rate limits through techniques such as key rotation abuse, distributed request patterns designed to evade detection, or exploitation of API implementation details.

3.3 API Key Security

You are solely responsible for the security of your API Keys. Best practices include:

Storing API Keys in environment variables or secure secret management systems (never in source code);
Rotating keys periodically and immediately upon any suspected compromise;
Using separate API Keys for development, staging, and production environments;
Implementing server-side API calls only — never exposing keys in client-side applications.

Garmo Labs stores API Keys in hashed form and cannot recover lost keys. If you lose an API Key, you must generate a new one through your Account dashboard.

3.4 API Versioning

We may update or modify the APIs from time to time. When we introduce breaking changes, we will: (a) release a new API version; (b) maintain the prior version for at least thirty (30) days; and (c) provide deprecation notices in the Documentation and, where feasible, in API response headers. You should monitor deprecation notices and migrate to current API versions promptly.

4. Intellectual Property Ownership

4.1 Garmo Labs Retains All Rights

The Software, including all source code, object code, APIs, algorithms, models, architectures, data structures, user interfaces, designs, documentation, trade secrets, and all other intellectual property embodied therein, is and shall remain the sole and exclusive property of Garmo Labs, LLC. This Agreement does not transfer any ownership interest in the Software to you.

4.2 Patents and Trade Secrets

Certain technologies, methods, and processes used in the Software may be the subject of pending patent applications or constitute trade secrets of Garmo Labs. Nothing in this Agreement grants you any license under any patent or any right to access, use, or disclose Garmo Labs' trade secrets, except as expressly provided herein.

4.3 Trademarks

"Garmo Labs," "AXIOM," "CHRONICLE," and associated logos are trademarks or service marks of Garmo Labs, LLC. You may not use these marks without prior written consent, except as reasonably necessary to identify the Services in the context of your authorized use (e.g., "Powered by Garmo Labs AXIOM" with appropriate attribution).

4.4 Reservation of Rights

All rights not expressly granted in this Agreement are reserved by Garmo Labs. No implied licenses are granted under any Garmo Labs intellectual property rights.

5. Customer Data Ownership

5.1 Your Data Remains Yours

As between Garmo Labs and Customer, Customer retains all right, title, and interest in and to Customer Data, including:

Agent configurations, state dictionaries, and metadata submitted to AXIOM;
Episodes (user_id, role, content, metadata, timestamps) stored in CHRONICLE;
Any other data, content, or information you submit through the Software.

5.2 Limited License to Garmo Labs

You grant Garmo Labs a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to: (a) provide and operate the Software; (b) generate Outputs in response to your requests; (c) maintain and improve the reliability, performance, and security of the Software; and (d) comply with applicable law. This license terminates upon deletion of your Customer Data or termination of your Account.

5.3 Data Portability

You may export your Customer Data at any time through the Software's APIs or by submitting a request to support@garmolabs.com. Upon account termination, Garmo Labs will make your Customer Data available for export for thirty (30) days before permanent deletion.

6. Output Ownership

6.1 Customer Owns Outputs

Subject to Garmo Labs' underlying intellectual property rights in the Software itself, you own the Outputs generated by the Software in response to your inputs. "Outputs" include:

Compliance Reports — the detailed verification results, risk assessments, and recommendations generated by AXIOM;
Compliance Certificates — summary documents attesting to an agent's compliance posture;
Safety Test Results — bias, toxicity, drift, hallucination, and privacy detection outputs;
Memory Episodes — the stored episodes and associated metadata in CHRONICLE;
Vector Embeddings — the 384-dimensional numerical representations generated from your episode content;
Search Results — the ranked episode results returned by CHRONICLE's semantic recall;
Summaries — consolidated episode summaries generated by CHRONICLE.

6.2 Permitted Uses of Outputs

You may use, copy, distribute, and display Outputs for your internal and external business purposes, including sharing Compliance Reports with regulators, auditors, business partners, and customers. However, you must not:

Represent Outputs as legal opinions, regulatory approvals, or certifications issued by a governmental authority;
Modify Compliance Reports in a way that misrepresents their findings or alters their SHA-256 integrity hash;
Use Outputs to make false or misleading claims about the compliance status of AI systems.

6.3 No Guarantee of Output Accuracy

Outputs are generated by automated systems and are provided for informational purposes. As described in the Terms of Service, Garmo Labs does not warrant that Outputs are accurate, complete, current, or suitable for any particular purpose. You are responsible for independently verifying Outputs before relying on them.

7. Feedback License

If you provide Garmo Labs with suggestions, ideas, enhancement requests, feature requests, bug reports, recommendations, or other feedback regarding the Software ("Feedback"), you hereby grant Garmo Labs an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, create derivative works of, distribute, publicly display, and otherwise exploit such Feedback for any purpose, without restriction, attribution, or compensation to you.

You represent that you have the right to provide such Feedback and that it does not infringe any third party's intellectual property rights. You acknowledge that Garmo Labs may independently develop features or functionality similar to Feedback you provide.

8. Open Source Components

8.1 Third-Party Open Source Software

The Software incorporates certain third-party open source components. These components are licensed under their respective open source licenses, and nothing in this Agreement restricts, limits, or otherwise affects any rights or obligations you may have under those licenses. The following is a non-exhaustive list of significant open source components used in the Software:

Component	License	Used In
sentence-transformers (MiniLM-L6-v2)	Apache License 2.0	CHRONICLE — vector embedding generation
FastAPI	MIT License	AXIOM and CHRONICLE — API framework
SQLite	Public Domain	AXIOM and CHRONICLE — data storage

8.2 No Effect on Proprietary License

The inclusion of open source components does not affect the proprietary nature of the Software as a whole. The open source licenses apply only to the specific open source components and not to the Software, Garmo Labs' proprietary code, or Outputs.

8.3 Open Source License Texts

Copies of the applicable open source licenses are available upon request by emailing legal@garmolabs.com. The Apache License 2.0 text is available at apache.org/licenses/LICENSE-2.0.

9. Modification and Versioning

9.1 Right to Modify

Garmo Labs reserves the right to modify, update, enhance, or change the Software at any time, including adding or removing features, changing API endpoints, updating models, and modifying data formats. We will use commercially reasonable efforts to maintain backward compatibility, but cannot guarantee that all changes will be backward-compatible.

9.2 Deprecation Policy

When we intend to make changes that are not backward-compatible (breaking changes), we will:

Provide at least thirty (30) days' prior notice before deprecating an API version, endpoint, or feature;
Communicate deprecation notices through the Documentation, API response headers (e.g., Deprecation and Sunset headers), and email notifications;
Maintain the deprecated version for at least thirty (30) days after the release of the replacement version;
Provide migration guides where feasible to assist in transitioning to the new version.

9.3 Model Updates

CHRONICLE uses the sentence-transformers MiniLM-L6-v2 model for generating vector embeddings. If we update or change the embedding model, we will: (a) provide at least thirty (30) days' notice; (b) offer a migration period during which both old and new embeddings are supported; and (c) provide tools or guidance for re-embedding existing episodes if necessary.

9.4 No Obligation to Maintain

Subject to the deprecation notices described above and the discontinuation provisions in the Terms of Service, Garmo Labs has no obligation to maintain, support, or update any particular version of the Software indefinitely.

10. Enterprise On-Premises License

10.1 Availability

On-premises deployment of the Software is available exclusively to Enterprise Plan customers under a separate Enterprise License Addendum. On-premises deployment is available for both AXIOM (Enterprise plan at $2,499/month) and CHRONICLE (Enterprise plan at $999/month).

10.2 Delivery Format

On-premises Software is delivered as compiled binary packages. Source code is not provided under any on-premises license. The compiled binaries are signed by Garmo Labs and include integrity verification mechanisms.

10.3 License Key and Validation

On-premises deployments require a valid license key issued by Garmo Labs. The Software includes a phone-home validation mechanism that periodically communicates with Garmo Labs' licensing servers to verify that your license is active and in compliance with the terms of your Enterprise License Addendum. The phone-home mechanism transmits only: (a) the license key identifier; (b) the Software version; and (c) a usage summary (number of operations performed). No Customer Data is transmitted during license validation.

10.4 Non-Disclosure Agreement

Prior to receiving on-premises Software, you must execute a Non-Disclosure Agreement (NDA) with Garmo Labs covering the Software, its architecture, configuration, and any technical information disclosed in connection with the on-premises deployment.

10.5 On-Premises Restrictions

In addition to the general restrictions in Section 2.2, on-premises licensees may not:

Deploy the Software on more servers or instances than specified in their Enterprise License Addendum;
Provide access to the Software to any person or entity outside the licensed organization;
Attempt to extract, decompile, or reverse engineer the compiled binaries;
Disable, modify, or circumvent the phone-home license validation mechanism;
Transfer the on-premises Software or license key to a different organization.

10.6 Support

Enterprise on-premises customers receive dedicated support as specified in their Enterprise License Addendum, which may include priority response times, dedicated account management, and deployment assistance.

11. Export Compliance

The Software may be subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that:

You are not located in, or a resident or national of, any country subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine);
You are not listed on any U.S. government restricted or denied parties list;
You will not export, re-export, or otherwise transfer the Software (including any Outputs or technical data) in violation of applicable export control laws;
You will not use the Software for any purpose prohibited by U.S. export control laws, including nuclear, chemical, or biological weapons proliferation.

12. Termination of License

12.1 Termination Events

This license terminates automatically and immediately upon:

Termination or expiration of your Account or subscription;
Your breach of any material term of this Agreement, the Terms of Service, or the Acceptable Use Policy;
Your failure to pay Fees when due (after any applicable grace period);
A determination by Garmo Labs, in its reasonable discretion, that continued access poses a security risk or legal liability.

12.2 Effect of Termination

Upon termination of this license:

Your right to access and use the Software ceases immediately;
You must cease all use of the APIs, destroy any cached Documentation or technical materials, and delete any stored API Keys;
For on-premises deployments: you must uninstall and delete all copies of the compiled binaries and return or destroy any physical media containing the Software;
Upon Garmo Labs' request, you must certify in writing that you have complied with these termination obligations.

12.3 Survival

Sections 2.2 (Restrictions), 4 (Intellectual Property Ownership), 5 (Customer Data Ownership), 6 (Output Ownership), 7 (Feedback License), 11 (Export Compliance), 13 (No Warranty), and 14 (Governing Law) survive termination of this Agreement.

13. No Warranty

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." GARMO LABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS.

WITHOUT LIMITING THE FOREGOING, GARMO LABS DOES NOT WARRANT THAT:

The Software will operate uninterrupted, error-free, or free of vulnerabilities;
Compliance Reports, safety assessments, or other Outputs will be accurate, complete, or current;
The Software will ensure compliance with any law, regulation, or standard;
Vector embeddings will perfectly capture the semantic meaning of stored content;
The Software will be compatible with your specific hardware, software, or network configuration;
Defects in the Software will be corrected.

The limitations of liability set forth in the Terms of Service apply to this Agreement.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles. The dispute resolution provisions of the Terms of Service, including the arbitration clause, class action waiver, and venue provisions, apply to disputes arising under this Agreement.

15. Contact Information

For questions about this License Agreement, please contact:

Garmo Labs, LLC
California, United States

Legal inquiries: legal@garmolabs.com
General support: support@garmolabs.com
Website: garmolabs.com