# DELITHIUS LABS LLC — CZO IP LICENSE AGREEMENT

Agreement version: v1.1 (2026-10-08)
Licensor: Delithius Labs LLC, a North Carolina LLC, Goldsboro, North Carolina (SOSID 3197820)
Inventor of record: Corey Delithius Thompson

Licensed, not sold. The seal stays MEASURING.

READ THIS AGREEMENT BEFORE YOU ACCEPT IT. IT CONTAINS A RUNNING ROYALTY, A GRANT-BACK OF IMPROVEMENTS, CONFIDENTIALITY AND TRADE-SECRET OBLIGATIONS, A LIABILITY CAP, A NORTH CAROLINA GOVERNING-LAW AND WAYNE COUNTY VENUE CLAUSE, AND A NO-REFUND-AFTER-ACCESS CLAUSE.

This CZO IP License Agreement (the "Agreement") is entered into between Delithius Labs LLC ("Licensor") and the person or entity that accepts it ("Licensee"). Licensee accepts this Agreement by (a) checking the unchecked box labeled "I accept the License Agreement" and typing its signature at checkout, (b) signing an order or invoice that references this Agreement, or (c) paying any fee under it. Each of those acts forms a binding contract as of the moment of acceptance (the "Effective Date"). The individual who accepts represents that he or she is authorized to bind Licensee.

## 1. Definitions

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

1.2 "Licensed IP" means the Czo technology, know-how, design materials, documentation, interface specifications, binding logic, data, and any other materials Licensor makes available to Licensee under the purchased Tier, together with all copyrights, trade secrets, mask work rights, and other intellectual property rights in them, and any Licensed Patents.

1.3 "Licensed Know-How" means all Licensed IP other than Licensed Patents, including all trade secrets, confidential technical information, and copyrighted materials, whether or not patentable.

1.4 "Licensed Patents" means any patent or patent application owned or controlled by Licensor that claims any part of the Licensed IP and is listed on the order or invoice or later identified by Licensor in writing. As of the Effective Date, the license rests on Licensed Know-How whether or not any patent issues.

1.5 "Tier" means the license tier named on Licensee's order, checkout session, or invoice (for example, TIER_1_SOVEREIGN_STACK), including the Deliverables, up-front fee, Royalty Rate, Minimum Annual Royalty, territory, and term stated for that Tier.

1.6 "Deliverables" means the specific files and materials listed for the purchased Tier and delivered through Licensor's secure delivery system.

1.7 "API Key" means the single unique access credential issued to Licensee for its license.

1.8 "Reserved Materials" means (a) the sealed, complete internal design of the Czo chip held by Licensor, and (b) the Flowmem firmware, its source code, object code, methods, and calibration, all of which are trade secrets of Licensor.

1.9 "Licensed Product" means any chip, module, device, board, software, service, or other product made, used, sold, leased, offered, hosted, or otherwise distributed by or for Licensee or its Affiliates that uses, embodies, incorporates, or is derived from the Licensed IP, in whole or in part.

1.10 "Net Sales" means the gross amounts invoiced or received by Licensee, its Affiliates, and their distributors for Licensed Products, less the following to the extent actually granted or paid and shown on Licensee's books: customary trade and quantity discounts, returns and allowances actually credited, and sales, use, and value-added taxes actually paid. No deduction is allowed for costs of manufacture, sale, distribution, commissions, bad debt, or collection.

1.11 "Royalty Rate" means the running royalty stated for the purchased Tier on the order or invoice, as a fixed amount per unit or a percentage of Net Sales.

1.12 "Minimum Annual Royalty" means the minimum running royalty stated for the purchased Tier on the order or invoice.

1.13 "Improvement" means any improvement, modification, enhancement, adaptation, or derivative of the Licensed IP, made, conceived, or reduced to practice by or for Licensee or its Affiliates, alone or with others.

1.14 "Confidential Information" means the Licensed IP, the Deliverables, the Reserved Materials, the API Key, royalty reports, pricing, and all non-public information Licensor discloses, in any form, whether or not marked.

## 2. Ownership — Licensed, Not Sold

2.1 All right, title, and interest in and to the Licensed IP, the Deliverables, the Reserved Materials, the Czo API, and every copy of any of them, remain with Delithius Labs LLC at all times. Corey Delithius Thompson is credited as the inventor of the inventions embodied in the Licensed IP; ownership of those inventions rests with Delithius Labs LLC.

2.2 This Agreement grants a license. It is not a sale, assignment, or transfer of any intellectual property. No title passes to Licensee. There is no work-for-hire. Licensee acquires no ownership interest in any Improvement made by Licensor.

2.3 Every right not expressly granted in this Agreement is reserved to Licensor. No right is granted by implication, estoppel, or exhaustion.

## 3. License Grant and Scope

3.1 Subject to Licensee's continued compliance and timely payment, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Licensed Know-How and, if any are listed, the Licensed Patents, solely within the scope of the purchased Tier, within the territory and for the term stated for that Tier.

3.2 The scope of the license is the purchased Tier. Use outside that Tier, outside the territory, or by any Affiliate not named on the order requires a separate written license from Licensor.

3.3 Reserved Materials are excluded from every license. The sealed complete design stays sealed with Licensor, and the Flowmem firmware is withheld from every Tier, every Deliverable, and every license. Nothing in this Agreement grants any right to the Reserved Materials.

3.4 Licensor may grant the same or similar rights to others, including competitors of Licensee.

## 4. API Key

4.1 Licensor issues one API Key per license. The key is personal to Licensee, is non-transferable, and may not be shared, sold, sublicensed, or disclosed to any third party.

4.2 Licensee keeps the key confidential and secure. Licensor stores a one-way hash of the key and displays the key to Licensee at issuance; Licensee is responsible for storing it. Licensee notifies Licensor within forty-eight (48) hours after learning of any loss or unauthorized use of the key.

4.3 Licensor may suspend or revoke the key immediately upon any breach of this Agreement, upon nonpayment, or to protect the security of the Licensed IP.

## 5. Restrictions

Licensee shall not, and shall not permit any person to:

(a) reverse engineer, decompile, disassemble, decap, delayer, image, or otherwise attempt to derive the Reserved Materials, the sealed design, or any non-public portion of the Licensed IP;

(b) copy, redistribute, publish, sell, lease, lend, host, or otherwise make the Licensed IP or Deliverables available to any third party, except as embedded in Licensed Products in accordance with this Agreement and the purchased Tier;

(c) sublicense, assign, or transfer any right under this Agreement;

(d) file, prosecute, or assist any filing of any patent application, design registration, or other intellectual property application claiming or describing the Licensed IP, any Improvement, or any derivative of them, without Licensor's prior written consent;

(e) remove or alter any proprietary notice, seal, or marking on the Licensed IP; or

(f) represent the Delithic Seal as granted, finished, or certified. The seal stays MEASURING.

## 6. Fees and Running Royalties

6.1 Up-front license fee. Licensee pays the up-front license fee stated for the purchased Tier at checkout or on Licensor's invoice. The license begins when Licensor confirms that payment has cleared. The up-front fee is consideration for access to the Licensed Know-How and is separate from running royalties.

6.2 Running royalty. In addition to the up-front fee, Licensee pays Licensor a running royalty on every Licensed Product made, sold, leased, hosted, or otherwise distributed by or for Licensee or its Affiliates, at the Royalty Rate stated for the purchased Tier:

Royalty Rate for the purchased Tier: [ROYALTY_RATE] (a fixed amount per unit or a percentage of Net Sales, as set on the order or invoice for that Tier).

6.3 Royalty base. The royalty accrues when a Licensed Product is first invoiced, shipped, or put into use, whichever occurs first. Units transferred without charge, to an Affiliate, or other than at arm's length are counted at Licensee's average Net Sales price for comparable units in the same quarter, or fair market value if there is no such price. If a Licensed Product is sold in combination with other products for a single price, Net Sales for the Licensed Product equal the combined price multiplied by A/(A+B), where A is the separate price of the Licensed Product and B is the separate price of the other products, each in the same quarter; if no separate prices exist, the parties agree the allocation in writing, and absent agreement Licensor's reasonable allocation applies.

6.4 Know-how and patent structure. The running royalty is consideration for the Licensed Know-How, which has value independent of any patent, and is payable whether or not any patent issues or remains in force. If any Licensed Patent issues, the order or invoice states the portion of the Royalty Rate attributable to Licensed Patents; absent a statement, twenty percent (20%) of the Royalty Rate is attributable to Licensed Patents. In each country, the patent portion ends upon the expiration or final invalidation of the last Licensed Patent claiming the Licensed Product in that country, and the know-how portion continues for the term of this Agreement and as provided in Section 9.6.

6.5 Minimum Annual Royalty. For each contract year, Licensee pays at least the Minimum Annual Royalty stated for the purchased Tier: [MINIMUM_ANNUAL_ROYALTY]. Running royalties paid for that contract year are credited against it. Any shortfall is due within thirty (30) days after the end of the contract year.

6.6 Quarterly reports. Within thirty (30) days after the end of each calendar quarter, Licensee delivers a written royalty report, certified by an officer, showing, for that quarter, the number of Licensed Products made and sold, gross amounts invoiced, deductions taken, Net Sales, combination-product allocations, and the royalty due, by product and by country. A report is due for every quarter, including quarters with zero sales.

6.7 Payment. Royalties for each calendar quarter are due and payable within thirty (30) days after the end of that quarter, in U.S. dollars, by the payment method Licensor designates. Amounts received in other currencies are converted at the exchange rate published by The Wall Street Journal on the last business day of the quarter.

6.8 Late interest. Any amount paid after its due date bears interest from the due date until paid at one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower. Acceptance of a late payment does not waive any right.

6.9 Records and audit. Licensee keeps complete and accurate books and records sufficient to verify all royalties for at least three (3) years after the quarter to which they relate. Licensor, or an independent accountant it selects, may audit those books and records once per calendar year on fifteen (15) days' written notice during normal business hours. Licensee promptly pays any underpayment found, with late interest. If any audit shows an underpayment of more than five percent (5%) for the audited period, Licensee also pays the full cost of the audit.

6.10 Taxes. Fees and royalties are exclusive of taxes. Licensee pays all sales, use, value-added, and similar taxes, other than taxes on Licensor's net income. If any withholding is required by law, Licensee grosses up the payment so that Licensor receives the full amount it would have received without withholding.

6.11 No most-favored terms. Licensee has no most-favored-licensee right. Terms Licensor grants to any other licensee do not change this Agreement.

## 7. Grant-Back of Improvements

7.1 Licensee promptly discloses each Improvement to Licensor in writing, with enough detail for Licensor to understand and practice it.

7.2 Licensee grants, and agrees to grant, to Delithius Labs LLC a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide license, with the right to sublicense, to make, have made, use, sell, offer for sale, import, copy, modify, and otherwise exploit every Improvement and all intellectual property rights in it. This grant-back is non-exclusive; Licensee keeps ownership of its own Improvements, subject to this license and to Licensor's rights in the underlying Licensed IP.

7.3 Licensee shall not file any patent application or other intellectual property filing on the Licensed IP or any Improvement or derivative of it without Licensor's prior written consent.

## 8. Confidentiality and Trade Secrets

8.1 The Confidential Information includes trade secrets of Licensor protected by the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., and the North Carolina Trade Secrets Protection Act, N.C.G.S. § 66-152 et seq.

8.2 Licensee holds Confidential Information in strict confidence, uses it solely to exercise the license, and discloses it solely to its employees and contractors who are bound by written confidentiality obligations at least as protective as this Agreement and who require access to exercise the license. Licensee is responsible for their compliance.

8.3 Reasonable measures. Licensee protects Confidential Information with at least the care it uses for its own most sensitive information and no less than reasonable care, including: access restricted by role; storage in access-controlled systems; logs of who accessed the Deliverables; no copies beyond those required to exercise the license; and preservation of all confidentiality markings.

8.4 Notice of unauthorized disclosure. Licensee notifies Licensor in writing within forty-eight (48) hours after learning of any actual or suspected unauthorized use or disclosure, and cooperates to stop it.

8.5 Compelled disclosure. If law or court order compels disclosure, Licensee gives Licensor prompt prior notice, discloses the minimum required, and cooperates with any protective order.

8.6 Duration. These obligations continue during the term and for five (5) years after it ends; for trade secrets, including the Reserved Materials, they continue for as long as the information remains a trade secret.

8.7 Whistleblower immunity notice (18 U.S.C. § 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Licensee gives this notice to each of its employees, contractors, and consultants who receive Confidential Information.

## 9. Term, Revocation, and Termination

9.1 The license runs for the term stated for the purchased Tier unless ended earlier under this Section.

9.2 Licensor may terminate this Agreement and revoke the API Key immediately by written notice (including by email) if Licensee breaches Sections 4, 5, 7, 8, or 11, or does not pay any amount within ten (10) days after it is due. For any other material breach, Licensor may terminate if the breach remains uncured thirty (30) days after notice.

9.3 Challenge. Nothing in this Agreement prevents Licensee from challenging the validity, enforceability, or ownership of any Licensed Patent or other Licensed IP. If Licensee or its Affiliate brings or supports any such challenge, Licensor may terminate this Agreement on written notice, and all royalties accrued through the date of termination remain payable.

9.4 Change of control. Any merger, acquisition, sale of all or substantially all assets, or change of control of Licensee is an assignment under Section 15.5. Licensee notifies Licensor within ten (10) days after any change of control, and Licensor may terminate this Agreement on written notice within ninety (90) days after receiving that notice.

9.5 Upon termination or expiration, all licenses to Licensee end, the API Key is revoked, and Licensee stops using the Licensed IP and returns or destroys all copies of the Licensed IP, Deliverables, and Confidential Information, certifying that in writing within ten (10) days. Licensee may sell Licensed Products already manufactured as of termination for ninety (90) days, subject to all royalty, report, and audit obligations, unless termination was for breach of Sections 5, 7, or 8.

9.6 Survival. Royalties, reports, records, and audit rights for every Licensed Product made, sold, or distributed before termination or expiration, and during any sell-off period, survive and remain payable. Sections 2, 5, 6 (for amounts accrued and for units made or sold before termination and during any sell-off period), 7, 8, 9.5, 9.6, and 10 through 15 survive any termination or expiration.

## 10. Refunds

The up-front license fee is non-refundable once any Deliverable has been accessed or downloaded or the API Key has been used, as recorded by Licensor's delivery system. Before any such access, a refund request sent to admin@delithiuslabs.com within seven (7) days after purchase will be honored, and the license and key will then be revoked. Running royalties and Minimum Annual Royalties are non-refundable.

## 11. Export Control

11.1 The Licensed IP may be subject to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 (the "EAR"), and other export control and sanctions laws. Licensee complies with all of them.

11.2 Licensee shall not export, reexport, transfer, or release (including any "deemed export" release to a foreign person within the United States under 15 C.F.R. § 734.13) any Licensed IP or Licensed Product (a) to any destination, end user, or end use requiring a license or other authorization without first obtaining it, (b) to any person on a U.S. government restricted-party list, or (c) for any military, weapons-of-mass-destruction, or other end use prohibited by 15 C.F.R. Part 744.

11.3 Licensee represents that it is not on any U.S. government restricted-party list and is not owned or controlled by any listed person. On request, Licensor provides the export classification it has determined for the Deliverables.

## 12. Warranty Disclaimer

THE LICENSED IP, DELIVERABLES, CZO API, AND API KEY ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION. LICENSEE IS RESPONSIBLE FOR THE DESIGN, TESTING, CERTIFICATION, SAFETY, AND REGULATORY COMPLIANCE OF EVERY LICENSED PRODUCT.

## 13. Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, (A) LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT DOES NOT EXCEED THE UP-FRONT LICENSE FEE LICENSEE PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION DOES NOT CAP LICENSEE'S OBLIGATIONS TO PAY FEES AND ROYALTIES OR LICENSEE'S LIABILITY FOR BREACH OF SECTIONS 4, 5, 7, 8, OR 11.

## 14. Remedies

14.1 Injunctive relief. Any breach or threatened breach of Sections 4, 5, 7, 8, or 11 would cause Licensor irreparable harm for which money damages would be inadequate. Licensor is entitled to temporary, preliminary, and permanent injunctive relief, without posting bond or other security to the extent permitted by law, in addition to every other remedy available at law or in equity, including the remedies in 18 U.S.C. § 1836(b)(3) and N.C.G.S. § 66-154.

14.2 Liquidated damages for unauthorized disclosure. The parties agree that the harm from an unauthorized disclosure of the Deliverables to a third party is difficult to measure at the time of contracting, because each such disclosure displaces a license that third party would otherwise buy. For each third party to which Licensee or its personnel make an unauthorized disclosure of any Deliverable, Licensee pays Licensor, as liquidated damages and not as a penalty, an amount equal to the up-front license fee for the purchased Tier. The parties agree this amount is a reasonable estimate of Licensor's lost license fee for that disclosure. Liquidated damages are in addition to injunctive relief, unpaid fees and royalties, and damages for any Licensed Product made or sold using the disclosed materials.

14.3 Attorneys' fees. In any suit, action, proceeding, or arbitration arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and expenses from the other party. This provision applies equally to Licensor and Licensee and is intended as a reciprocal attorneys' fees provision under N.C.G.S. § 6-21.6.

## 15. General

15.1 Governing law and venue. This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules, and by applicable federal law. The state courts located in Wayne County, North Carolina, and the United States District Court for the Eastern District of North Carolina, have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party consents to that jurisdiction and venue and waives any objection based on inconvenient forum. Licensor may seek injunctive relief to protect its intellectual property in any court of competent jurisdiction.

15.2 Entire agreement. This Agreement, together with the order, checkout session, or invoice for the purchased Tier, is the entire agreement between the parties on its subject and supersedes all prior or contemporaneous proposals, statements, and agreements. Any purchase order or other terms from Licensee have no effect. If this Agreement and an order or invoice conflict, the order or invoice controls solely as to the Tier, Deliverables, up-front fee, Royalty Rate, Minimum Annual Royalty, territory, and term.

15.3 Amendment and waiver. Any amendment must be in a writing signed by both parties. A waiver of any breach is effective solely if in writing and does not waive any other breach.

15.4 Severability. If any provision is held invalid or unenforceable, it is reformed and enforced to the maximum extent permissible, and the remaining provisions stay in full force and effect.

15.5 Assignment. Licensee may not assign, delegate, or transfer this Agreement or any right under it, by operation of law, merger, change of control, or otherwise, without Licensor's prior written consent. Any attempted assignment without consent is void. Licensor may assign this Agreement freely. This Agreement binds and benefits the parties and their permitted successors and assigns.

15.6 Electronic acceptance. Licensee agrees to conduct this transaction by electronic means. Acceptance by checking the acceptance box together with typing Licensee's signature, by other electronic signature, or by payment is binding to the same extent as a handwritten signature, under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the North Carolina Uniform Electronic Transactions Act, N.C.G.S. § 66-311 et seq. Licensor records the agreement version, a SHA-256 hash of this Agreement's text, the time of acceptance, the accepting email address and typed signature, the IP address and browser, and the payment session identifier as the record of acceptance, and makes this version of the Agreement available at a stable web address for Licensee to view, save, and print.

15.7 Notices. Notices to Licensor go to admin@delithiuslabs.com, with a copy by mail to Delithius Labs LLC, Goldsboro, North Carolina. Notices to Licensee go to the email address given at checkout or on the order. Email notice is effective upon sending, absent a bounce-back message.

15.8 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.9 Construction. Headings are for convenience. "Including" means "including without restriction." No provision is construed against either party as drafter.

15.10 Counterparts. This Agreement may be executed electronically and in counterparts, each of which is an original.

## Execution

Accepted electronically by Licensee as recorded in Licensor's acceptance record (typed signature, name, title, company, email, time, IP address, agreement version, and SHA-256 hash).

Delithius Labs LLC — Goldsboro, North Carolina
Licensed, not sold. The seal stays MEASURING.