Legal

On-Premise Software License Agreement

Effective date: June 10, 2026 · For self-hosted and air-gapped deployments of PLCcode and Fableloom

This On-Premise Software License Agreement ("EULA") governs installation and use of PLCcode software, the Fableloom model weights, and related components delivered for deployment on infrastructure you control (the "Software"). It is an agreement between the licensed customer ("Customer," "you") and Zuyzo LLC ("Zuyzo"). An executed order form ("Order") specifies the licensed scope — sites, instances, seats, and term — and is incorporated into this EULA.

Sovereign by design. The Software is built to run entirely inside your network boundary, including with zero outbound connectivity. Nothing in this EULA requires you to transmit your code or data to Zuyzo.

01License grant

Subject to payment and compliance with this EULA, Zuyzo grants you a non-exclusive, non-transferable, non-sublicensable license, during the Order term, to install and use the Software in object-code and model-weight form, solely for your internal business purposes, within the scope stated in the Order.

02Restrictions

Except as expressly permitted in writing, you will not, and will not permit anyone to:

copy (other than for licensed installation and reasonable backup), distribute, rent, lease, sell, or sublicense the Software;
extract, copy, distill, fine-tune, or otherwise derive models from the Fableloom weights, or use the Software or its output to train or improve a competing model;
reverse engineer, decompile, or disassemble the Software except to the extent a statute permits despite this limitation;
remove license keys, usage metering, or proprietary notices, or exceed the licensed sites, instances, or seats;
disclose benchmark results regarding the Software without Zuyzo's written consent;
use the Software in violation of export control or sanctions laws.

03Delivery, keys, and updates

The Software is delivered electronically or on physical media suitable for air-gapped transfer. License keys may enforce scope and term; offline activation is available for air-gapped sites. Updates and model revisions are provided as described in the Order and may be delivered as offline packages. You are responsible for applying updates within your own change-control process.

04Your data

All code, files, prompts, and output processed by your deployment remain on your infrastructure and are yours. Zuyzo receives no Customer data from an air-gapped deployment. If you enable optional connected features (e.g., license telemetry or update checks), only the data described in the Privacy Policy is transmitted.

05AI output — verification required

OUTPUT GENERATED BY THE SOFTWARE MAY BE INCORRECT, INCOMPLETE, OR UNSAFE. YOU MUST NOT DEPLOY OR PLACE INTO SERVICE ANY OUTPUT WITHOUT INDEPENDENT REVIEW, TESTING, AND APPROVAL BY A QUALIFIED ENGINEER. THE SOFTWARE IS NOT FOR USE IN SAFETY-INSTRUMENTED SYSTEMS, EMERGENCY-STOP CIRCUITS, OR LIFE-SAFETY APPLICATIONS. SECTION 2 OF THE PLCCODE TERMS OF SERVICE APPLIES IN FULL.

06Audit

No more than once per year, on 30 days' notice and subject to your reasonable security and site-access requirements, Zuyzo may verify your use of the Software against the licensed scope, via self-certification or remote review. Any audit of an air-gapped facility will follow your site procedures.

07Ownership

The Software, including the Fableloom models and all copies and modifications, is and remains the property of Zuyzo and its licensors. Third-party and open-source components are licensed under their own terms, listed in the documentation.

08Limited warranty

Zuyzo warrants that, for 90 days after delivery, the Software will materially conform to its documentation. Your exclusive remedy is repair, replacement, or — if Zuyzo cannot do either — termination of the affected license and a pro-rata refund of prepaid fees. EXCEPT AS STATED ABOVE, THE SOFTWARE AND ALL OUTPUT ARE PROVIDED "AS IS," AND ZUYZO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT.

09Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR PRODUCTION TIME; AND ZUYZO'S TOTAL AGGREGATE LIABILITY UNDER THIS EULA WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE. THESE LIMITS DO NOT APPLY TO YOUR BREACH OF SECTIONS 1–2, YOUR INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

10Indemnification

You will defend and indemnify Zuyzo against claims arising from your deployment or use of output generated by the Software, or your breach of this EULA. Zuyzo will defend you against third-party claims that the unmodified Software directly infringes a U.S. patent or copyright, and will pay resulting damages finally awarded, provided you give prompt notice and control of the defense; Zuyzo may procure rights, modify the Software, or terminate the license with a pro-rata refund as remedy.

11Term and termination

This EULA runs for the Order term. Either party may terminate for material breach uncured 30 days after notice. On termination, you will cease use and certify deletion of the Software, including model weights, except one archival copy retained solely for legal compliance. Sections 2, 4–5, and 7–12 survive.

12General

Pennsylvania law governs; exclusive venue is the state or federal courts in Northampton County / the Eastern District of Pennsylvania. This EULA plus the Order is the entire agreement for on-premise deployments and prevails over purchase-order terms. Neither party may assign without consent, except to a successor in a merger or asset sale. [Counsel to review: audit scope, IP indemnity carve-outs, and any customer-specific MSA redlines.]

13Contact

Zuyzo LLC · Bethlehem, Pennsylvania, USA · info@plccode.ai