DIGITAL PRODUCT LICENSE AGREEMENT

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Effective Date:

This Agreement is effective as of the date the Licensee purchases, downloads, accesses, or uses the Product, whichever occurs first.

Licensor:

Aslan-Gabriel Moran

Contact:

contact@aslangabrielmoran.com

Principal place of business:

99 Wall Street #613 New York NY 10005.

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License Authority

The authoritative and most up-to-date version of this license is published at: https://www.aslangabrielmoran.vip/StrategicSolutions/License-agreement.html >>
Last Updated: January 16, 2026

This table is for convenience only. The full terms of this Agreement are controlling.

3.1. Ownership of Intellectual Property Rights

The Licensee acknowledges and agrees that the Digital Product is licensed, not sold. All Intellectual Property Rights, title, and interest in and to the Digital Product, including all copyrights, trademarks, and other proprietary rights therein, are and shall remain the sole and exclusive property of the Licensor. The Licensee is granted only the limited, revocable license rights expressly set forth herein. Any use of the Digital Product not expressly permitted by this Agreement is a Material Breach and constitutes copyright infringement.

3.2. Prohibition on Use for Artificial Intelligence (AI) Training

The Licensee is expressly and strictly prohibited from using the Digital Product, any part of the Digital Product, any Derivative Work, or any Usage Data related to the Digital Product, to train, develop, validate, or otherwise improve any artificial intelligence, machine learning, large language model, or any similar algorithms, networks, or systems, whether for internal, personal, or external use. This prohibition extends to using the Digital Product as input data, training data, or for any other purpose related to the development of generative or analytical AI technologies.

3.3. Prohibition on Creation of Digital Replicas

The Licensee shall not use the Digital Product to create, generate, or enhance a "digital replica" as defined under New York General Obligations Law § 5-302 or any similar statute, which includes any digital simulation of the voice or likeness of an individual, without first obtaining all legally required consents from that individual.

3.4. Third-Party Assets

If the Digital Product contains, references, or requires the use of third-party assets (e.g., fonts, images, code libraries), the Licensee is solely responsible for obtaining and complying with any licenses required for those assets. The Licensor makes no warranties or representations regarding such third-party assets.

3.5. Data Privacy and Security

The Licensor is committed to protecting the Licensee's privacy. Any personal data (e.g., name, email address) collected from the Licensee during the purchase process will be handled in accordance with the Licensor's Privacy Policy and applicable laws, including the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act. The Licensor's Privacy Policy is available at: https://www.aslangabrielmoran.vip/privacy-policy.html >> and is incorporated herein by reference.

3.6. Third-Party Payment and Delivery Processor

The Licensee acknowledges and agrees that the Licensor uses a third-party e-commerce platform, Shoprocket Ltd. ("Shoprocket"), to process payments and facilitate the delivery of the Digital Product.

In order to complete your purchase, your Personal Data (as defined by applicable data protection laws) will be collected and processed by Shoprocket on the Licensor’s behalf. For the purposes of this transaction, the Licensor is the Data Controller, and Shoprocket acts as our Data Processor.

Shoprocket's processing of your Personal Data is subject to its own terms, privacy policies, and data processing agreements. The licensor has entered into a Data Processing Addendum with Shoprocket to ensure that your data is handled in compliance with applicable data protection laws, including the GDPR.

By purchasing the Product, you acknowledge that your data will be processed by Shoprocket for the purpose of fulfilling this transaction(s). For more information on how Shoprocket processes and protects your data, please review their policies:

• Terms & Conditions: https://shoprocket.io/terms >>
• Shoprocket Privacy Policy: https://shoprocket.io/privacy >>
• Shoprocket GDPR Information: https://shoprocket.io/gdpr >>

6.1. Licensee Representations

The Licensee represents and warrants that they: (a) are at least eighteen (18) years of age or the age of legal majority in their jurisdiction of residence, and have the full right, power, and authority to enter into and be bound by this Agreement; (b) will not use the Digital Product in any way that is illegal, defamatory, or infringes on the rights of any third party; and (c) will adhere to all terms and conditions of this Agreement.

6.2. DISCLAIMER OF WARRANTIES

THIS CLAUSE IS CONSPICUOUS AS REQUIRED BY NEW YORK LAW.

THE PRODUCT IS PROVIDED "AS IS" AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL MEET THE LICENSEE'S REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH THE LICENSEE.

6.3. Jurisdictional Exceptions to Disclaimers and Limitations

The Licensee acknowledges and agrees that the laws of certain jurisdictions may grant consumers statutory rights, guarantees, or warranties that cannot be lawfully excluded or limited by contract. The exclusions of warranties and limitations of liability set forth in this Agreement are not intended to, and do not, contravene any mandatory provisions of applicable law that cannot be waived.

If the Licensee is a consumer in a jurisdiction that does not permit the exclusion of certain implied warranties or the limitation of certain damages, the following shall apply:

(a) Non-Excludable Rights: Nothing in this Agreement shall exclude, restrict, or modify any condition, warranty, guarantee, right, or remedy that the Licensee may have under any local law, which cannot be lawfully excluded, restricted, or modified.

(b) Maximum Permissible Enforcement: If any disclaimer, warranty exclusion, or limitation of liability contained in Sections 6.2 or 7.1 is found to be void, invalid, or unenforceable for any reason by a court of competent jurisdiction, it is the intention of the Parties that such provision be interpreted and applied to the maximum extent permissible by the applicable law. The provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law.

(c) Severability by Jurisdiction: In the event that a particular exclusion or limitation is held to be unenforceable against the Licensee under the mandatory laws of their jurisdiction, such exclusion or limitation shall be deemed severed from this Agreement solely with respect to that Licensee in that jurisdiction. All other terms and conditions of this Agreement, including the remaining disclaimers and limitations, shall continue in full force and effect.

7.1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR'S TOTAL AGGREGATE LIABILITY TO THE LICENSEE OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE DIGITAL PRODUCT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE LICENSEE TO THE LICENSOR FOR THE SPECIFIC DIGITAL PRODUCT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY ARISING FROM THE LICENSOR'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DEFINED UNDER NEW YORK LAW. THE LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. Indemnification

The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, agents, and employees from and against any and all claims, actions, demands, damages, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of or in connection with: (a) the Licensee’s use or misuse of the Digital Product; (b) the Licensee's Breach of any term of this Agreement; (c) any violation of applicable laws or regulations by the Licensee; or (d) any claim by a third party that the Licensee’s use of the Digital Product, or any Integrated Work created by the Licensee, infringes upon that third party's Intellectual Property Rights or other proprietary rights.

The Licensee's obligation to indemnify shall include, without limitation, all reasonable attorneys' fees and costs incurred by the Licensor in the enforcement of this indemnification provision itself.

In the event that a third party makes any claim, demand, or brings any action against the Licensee alleging that the Digital Product, as provided by the Licensor and used in accordance with the terms of this Agreement, infringes upon that third party's Intellectual Property Rights (an "Infringement Claim"), the following procedure shall apply:

(a) Notice Obligation: The Licensee must promptly notify the Licensor in writing of any such Infringement Claim, no later than ten (10) business days after the Licensee becomes aware of it. Such notice must include all details of the claim known to the Licensee. A failure to provide prompt notice may limit the Licensor's obligations hereunder.

(b) Exclusive Control of Defense: Upon receiving notice, the Licensor shall have the sole and exclusive right to assume control of the defense, negotiation, and settlement of the Infringement Claim at its own expense. The Licensee agrees to provide the Licensor with all reasonable assistance and cooperation requested by the Licensor for the defense of the claim.

(c) No Unauthorized Settlement: The Licensee shall not, under any circumstances, admit liability, settle, or make any compromise in relation to an Infringement Claim without the Licensor's express prior written consent. Any attempt to do so shall be void and will relieve the Licensor of its obligations under this section.

(d) Licensor's Mitigation Options: If an Infringement Claim is made, or in the Licensor's reasonable opinion is likely to be made, the Licensor shall have the right, at its sole option and expense, to: * (i) Procure for the Licensee the right to continue using the Digital Product in accordance with this Agreement; * (ii) Modify or replace the DIGITAL Product with a functionally equivalent, non-infringing version; or * (iii) If options (i) and (ii) are not commercially practicable, terminate this Agreement and the license granted herein and provide the Licensee with a pro-rata refund of the fee paid for the Digital Product, depreciated over a three-year period from the Effective Date.

8.1. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.2. Mandatory Binding Arbitration and Class Action Waiver

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall be exclusively and finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in New York City, New York. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

THE LICENSEE EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING AGAINST THE LICENSOR.

8.3. Alternative Dispute Resolution for Jurisdictions Prohibiting Arbitration

The Parties acknowledge and agree that the mandatory binding arbitration provision set forth in Section 8.2 is a fundamental term of this Agreement and the exclusive remedy for all disputes where enforceable.

However, if a court of competent jurisdiction, in a final, non-appealable judgment, finds the arbitration clause of this Agreement to be void or unenforceable against a particular Licensee residing in a jurisdiction that prohibits pre-dispute arbitration agreements for the specific type of claim asserted, then and only then, the following shall apply:

(a) Exclusive Venue: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be litigated exclusively in the state or federal courts located in New York County, New York City, New York. The Parties irrevocably consent to the exclusive jurisdiction and venue of these courts for the resolution of any such dispute.

(b) Waiver of Jury Trial: To the fullest extent permitted by the applicable law of such a forum, the Parties hereby expressly, knowingly, and voluntarily waive any and all rights they may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

(c) Preservation of Other Waivers: The potential unenforceability of the arbitration provision shall not in any way affect the validity, enforceability, or scope of the Class Action Waiver in Section 8.2, which the Parties agree shall remain in full force and effect.

9.1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and discussions, whether oral or written. No modification or amendment to this Agreement shall be effective unless in writing and signed by an authorized representative of the Licensor.

9.2. Assignment: The Licensee may not assign, sublicense, or otherwise transfer this Agreement or any rights granted hereunder, in whole or in part, without the prior written consent of the Licensor. Any attempted assignment without such consent shall be null and void. The Licensor may assign this Agreement without restriction.

9.3. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be severed, and the remaining provisions shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated.

9.4. Waiver: The failure of the Licensor to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the Licensor.

9.5. Survival: The provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive. This includes, but is not limited to, Sections 1 (Definitions), 3 (Intellectual Property and Data Usage), 5 (post-termination obligations), 6.2 (Disclaimer of Warranties), 7 (Limitation of Liability and Indemnification), 8 (Governing Law and Dispute Resolution), and 9 (General Provisions).

9.6. Force Majeure: Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to a cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or pandemics officially declared by a governmental authority. This provision shall not be invoked for economic hardship or market changes.

9.7. Notices: All notices required or permitted under this Agreement must be in writing and sent to the contact email addresses provided by the Parties. Notice will be deemed given one business day after the email is sent.

9.8. Electronic Assent and Records: The Parties agree that this Agreement may be executed and accepted electronically. An electronic signature or other manifestation of assent — including, without limitation, clicking “I Agree,” checking a consent box, or completing a purchase after being presented with or prompted to review the “Digital Product License Agreement” — shall have the same legal force and effect as a handwritten signature, in accordance with the New York Electronic Signatures and Records Act (ESRA) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN).

9.9. Updates and Governing Version of this Agreement: The Licensor reserves the right to modify or update this Agreement from time to time to reflect changes in law, business operations, or Digital Product features.

(a) Governing Version for Existing Purchases. he terms and conditions that govern the Licensee's use of any specific Digital Product are determined by the version of this Agreement that was in effect on the Effective Date of that specific purchase. For the avoidance of doubt, the Licensor will not alter the terms of a previously purchased license. The Licensee is encouraged to save a copy of this Agreement at the time of purchase for their records.

(b) Application to Future Purchases. Any updated version of this Agreement will apply to all new Digital Product purchases made on or after the effective date of the updated Agreement.

(c) Application to Digital Product Updates. If the Licensor, at its sole discretion, offers an update, upgrade, or new version of a previously purchased Digital Product, the Licensor may require the Licensee to accept the then-current version of this Agreement as a condition of receiving and using such update or upgrade.

(d) Notification. Updated versions of this Agreement will be posted on the Licensor’s website or the point of sale. It is the Licensee’s responsibility to review the Agreement applicable to any new purchase.

9.10. Compliance with Export Laws: The Licensee acknowledges and agrees that the Digital Product and any related technology are subject to the export control laws and regulations of the United States of America, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).

The Licensee hereby represents, warrants, and covenants that they will not, directly or indirectly, download, access, use, export, re-export, or transfer the Product in violation of U.S. law. Specifically, the Licensee warrants that:

(a) Geographic and National Status: The Licensee is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country. As of the Effective Date, these countries include, but are not limited to, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine.

(b) Prohibited Party Status: The Licensee is not, and is not acting on behalf of, any person or entity identified on any U.S. government list of prohibited or restricted parties, including, but not limited to, the U.S. Department of Treasury's Specially Designated Nationals and Blocked Persons List (SDN List); the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List; and the U.S. Department of State's Debarred Parties List.

(c) Prohibited End-Use: The Licensee shall not use the Digital Product for any purpose prohibited by U.S. export laws, including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

The Licensee assumes sole responsibility for obtaining any necessary licenses or authorizations required for the export or re-export of the Digital Product. Any breach of this section shall be deemed a Material Breach of this Agreement, resulting in the immediate and automatic termination of all license rights granted herein.

9.11 U.S. Government End Users: This section applies to all acquisitions of the Digital Product by or on behalf of the U.S. Government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the U.S. Government.

The Digital Product provided under this Agreement is a "commercial product," "commercial computer software," and/or "commercial computer software documentation" as defined in the Federal Acquisition Regulation ("FAR") at 48 C.F.R. § 2.101. The Licensor provides the Digital Product for U.S. Government end use solely in accordance with the following:

Consistent with FAR 12.212 and the Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202, the U.S. Government’s rights to use, modify, reproduce, release, perform, display, or disclose the Digital Product and its accompanying documentation are governed, restricted, and limited exclusively by the terms of this standard commercial license Agreement. All other use is prohibited.

No other rights are granted to the U.S. Government. The terms of this Agreement, including but not limited to, the scope of the license, restrictions on use, intellectual property ownership, and limitations of liability, shall apply to the U.S. Government and its personnel. The Licensor is Aslan-Gabriel Moran, with a principal place of business at 99 Wall Street #613 New York NY 10005.