MemScale Commercial License Agreement
======================================
Version 1.0, May 2026

Copyright (c) 2026 MemScale Team. All rights reserved.

This license governs use of the accompanying software ("MemScale" or "the Software").
By installing, copying, or otherwise using the Software, you agree to be bound by
the terms of this license.


1. GRANT OF LICENSE
-------------------
Subject to the terms of this Agreement and your subscription tier, MemScale grants
you a non-exclusive, non-transferable, revocable license to:

  (a) Install and use the Software on machines you own or control
  (b) Use the Software for internal business purposes
  (c) Use the Software for academic research with proper attribution

The number of concurrent installations and operations per day is determined by
your subscription tier (free, starter, pro, or enterprise).


2. RESTRICTIONS
---------------
You may NOT, under any circumstances:

  (a) Reverse engineer, decompile, disassemble, or attempt to derive the source
      code of the Software or its compiled binaries (.so, .pyd, .dylib files)
  
  (b) Modify, adapt, translate, or create derivative works based on the Software
  
  (c) Remove, alter, or obscure any proprietary notices, labels, or watermarks
      contained in or on the Software
  
  (d) Bypass, disable, or circumvent any quota enforcement, license validation,
      or telemetry mechanisms in the Software
  
  (e) Distribute, sublicense, lease, rent, or transfer the Software to any
      third party without written permission from MemScale Team
  
  (f) Use the Software to develop a competing product or service
  
  (g) Use the Software in violation of any applicable laws or regulations


3. INTELLECTUAL PROPERTY
-------------------------
The Software, including all intellectual property rights, is owned by MemScale
Team and is protected by copyright laws and international treaty provisions.

The Software contains proprietary algorithms and trade secrets, including but
not limited to:

  - Decision engine logic for optimization technique selection
  - Memory profiling algorithms
  - Boundary detection for transformer architectures
  - Combined optimization strategies (CHECKPOINT + 8-bit Adam + BF16)
  - Distributed sharding mechanisms (ZeRO-3 inspired)

These constitute valuable confidential information of MemScale Team.


4. SUBSCRIPTION AND USAGE QUOTAS
---------------------------------
Use of MemScale's core features requires a valid API key obtained from
https://memscale.id. Your API key is tied to your account and subscription tier.

Quotas are enforced via:
  - Server-side validation on each operation requiring authentication
  - Rate limiting based on subscription tier
  - Usage tracking for billing and abuse prevention

Tampering with quota enforcement is grounds for immediate license termination.


5. WARRANTY DISCLAIMER
----------------------
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.


6. LIMITATION OF LIABILITY
---------------------------
IN NO EVENT SHALL MEMSCALE TEAM BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM,
OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.

In particular, MemScale Team is not liable for:
  - Training failures or model corruption
  - GPU damage or system instability
  - Loss of training time or compute resources
  - Indirect, special, or consequential damages


7. TERMINATION
--------------
This license is effective until terminated. MemScale Team may terminate this
license immediately upon any breach of its terms by you.

Upon termination, you must:
  (a) Cease all use of the Software
  (b) Delete all copies of the Software from your systems
  (c) Confirm deletion in writing if requested


8. DMCA AND COPYRIGHT ENFORCEMENT
----------------------------------
MemScale Team will pursue all available legal remedies for unauthorized
distribution, modification, or use of the Software, including DMCA takedown
notices for any unauthorized copies discovered online.

Report suspected violations to: legal@memscale.id


9. EXPORT COMPLIANCE
--------------------
You agree to comply with all applicable export and re-export control laws
and regulations.


10. GOVERNING LAW
-----------------
This Agreement is governed by the laws of Indonesia, without regard to its
conflict of law provisions. Any disputes shall be resolved in the courts of
Tangerang, Banten, Indonesia.


11. CONTACT
-----------
For licensing questions: licensing@memscale.id
For commercial inquiries: team@memscale.id
For legal matters: legal@memscale.id

Website: https://memscale.id


END OF LICENSE AGREEMENT
========================
