Chameleon Software License Agreement

Copyright © 2024–2026 Materia Technologies, Inc. All rights reserved.

Effective 2026-10-20

IMPORTANT — READ CAREFULLY. This Chameleon Software License Agreement (this "Agreement") is a binding legal agreement between Materia Technologies, Inc., a Delaware corporation with its principal place of business at 5201 Feather Lane, Tilghman, MD 21671-1195, USA ("Materia", "we", "us"), and the individual or legal entity that accepts it ("Licensee", "you").

You accept this Agreement by creating a Chameleon account, obtaining a License Key, downloading, installing, copying, or using the Software, whichever occurs first. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and "Licensee" refers to that entity. If you do not agree, do not use the Software.

Licensee enters into this Agreement in the course of a business, trade, profession, or craft. Nothing in this Agreement excludes or limits any right that cannot lawfully be excluded or limited, and where Licensee is a consumer under the mandatory law of its place of residence, that law prevails over any provision of this Agreement to the extent of the conflict.

This Agreement governs every Tier. The Tiers differ only as set out in Schedule A (Tiers) and where this Agreement expressly says so. No Tier is open-source software, including a Tier for which no fee is payable: every Tier is proprietary software licensed, not sold, on the terms of this Agreement.

Table of Contents

• 1. Definitions
• 2. License Grant
• 3. Tiers
• 4. Authorized Developers and Seats
• 5. Permitted Use
• 6. Restrictions
• 7. License Keys and Entitlement Grants
• 8. Verification and Audit
• 9. Term, Renewal, Expiry and Continued Use
• 10. Fees and Payment
• 11. Intellectual Property and Third-Party Components
• 12. Warranties and Disclaimers
• 13. Limitation of Liability
• 14. Intellectual Property Indemnity
• 15. Licensee Indemnity
• 16. Support and Updates
• 17. Confidentiality
• 18. Data Protection
• 19. Security and Vulnerability Handling
• 20. Accessibility
• 21. Materia’s Standing Commitments
• 22. Termination
• 23. Governing Law and Disputes
• 24. General
• Schedule A — Tiers
• Schedule A, Part 2 — Components

1. Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

"Application" means a software application, website, or service developed by Licensee that incorporates the Software and that has functionality substantially different from, and additional to, the Software itself.

"Authorized Developer" has the meaning given in clause 4.1.

"Documentation" means the technical documentation for the Software published by Materia at https://ChameleonUI.io/components/gallery as updated from time to time.

"Entitlement Grant" means the signed record of Licensee’s entitlements that Materia’s build tooling obtains and embeds in a build, as described in clause 7.2.

"Legal Page" means the page published by Materia at https://ChameleonUI.io/legal, on which this Agreement, Schedule A, the versions of each previously in force, and any notice given under this Agreement by publication are made available.

"License Key" means the credential issued by Materia that identifies Licensee’s entitlements.

"License Term" has the meaning given in clause 9.1.

"seat" means one entitlement for one named individual to act as an Authorized Developer, as clause 4 provides. A seat is held or it is not; a Tier for which Schedule A states no seat requirement has no seats.

"material breach" means a breach that substantially deprives the other party of the benefit it was to receive under this Agreement, or a breach of clause 2.2, 6, 7.5 or 10.

"competitor", of Materia, means a person whose primary business is supplying user-interface components, a design system, or a UI toolkit to third-party developers.

"Order" means the record of Licensee’s acquisition of a Tier — whether placed through Materia’s online checkout, by registration for a Tier carrying no fee, or in writing — identifying the Tier, the number of seats, the fees (if any), and the start date. An Order does not vary this Agreement or Schedule A; clause 24.1 states what governs on conflict.

"Experimental Component" means a component identified as Experimental in Part 2 of Schedule A, and any other part of the Software identified by Materia as experimental, alpha, beta, or an equivalent designation in the Documentation or in the Software itself. An Experimental Component is not complete, is not licensed for distribution or deployment under any Tier, and is subject to clause 12.3.

"Preview", of a component and in relation to a Tier, means the component is complete and supported but is not made available to that Tier for release. Clause 2.2 governs what Licensee may do with it. Preview is a statement about entitlement and not about maturity: a Preview component is not an Experimental Component and clause 12.3 does not apply to it.

Part 2 of Schedule A is definitive as to the state of every component in every Tier.

"Release" means any version, update, upgrade, patch, or new release of the Software made generally available by Materia.

"Software" means the Chameleon design system as distributed by Materia — comprising its web components, framework wrapper packages, supporting libraries, style sheets, type declarations, source maps, compiled and generated assets, and the Documentation — together with any Releases provided under this Agreement. "Software" does not include Third-Party Components.

"Tier" means one of the license tiers described in Schedule A, as Schedule A is amended from time to time under clause 24.3. "Licensee’s Tier" means the Tier Licensee has acquired under an Order and holds. A License Key is evidence of Licensee’s Tier; where a License Key and an Order disagree, the Order governs.

"Third-Party Components" means third-party software that Materia distributes alongside the Software under the terms of that software’s own licensor. It does not include any part of the Software that Materia authored, or that Materia derived from third-party material and distributes as its own source; that material is part of the Software, and this Agreement applies to it as such. Clause 11.3 identifies which Third-Party Components are in a given Release.

2. License Grant

2.1 Grant. Subject to Licensee’s compliance with this Agreement and payment of the fees (if any) stated in Schedule A for Licensee’s Tier, Materia grants Licensee a non-exclusive, non-transferable, worldwide license during the License Term to:

(a) install and use the Software on any number of machines, and use it internally, for the purpose of developing, testing, and maintaining Applications;

(b) incorporate the Software into Applications and deploy those Applications, including making them available to Licensee’s own end users and customers, whether internally, on a customer-facing basis, or as a hosted or software-as-a-service offering;

(c) as a technical incident of building, testing, or deploying an Application, compile, bundle, transpile, minify, tree-shake, transform, generate source maps from, and otherwise process the Software, and create and distribute the derived artifacts that result, in each case as embedded within and as technically required by an Application; and

(d) make a reasonable number of copies of the Software for backup and archival purposes.

Clause 2.1(c) is a technical permission and not a right to create competing works; clause 6 continues to apply to everything produced under it.

2.2 Tier limits. The features of the Software made available to Licensee are those stated in Schedule A for Licensee’s Tier. Licensee may use a part of the Software that is not made available to Licensee’s Tier only on machines under Licensee’s control, and only for evaluation, development, and testing. Distributing, deploying, or otherwise making available such a part, or any Application built with it, is a material breach of this Agreement. Clause 6(g) states this as a restriction, in wider terms. Both are subject to clause 2.2A and to nothing else.

2.2A Dependencies of a licensed component. Where a component is Licensed for Licensee’s Tier, Licensee is licensed to whatever other parts of the Software that component requires in order to function, to the same extent and for the same purposes, whatever the state of those parts in Licensee’s Tier under Part 2 of Schedule A.

That license is exercisable only through the component it supports. It does not permit Licensee to use such a part directly, and clause 2.2 continues to govern any direct use.

2.3 Affiliates. Licensee’s Affiliates may exercise the rights in clause 2.1 provided that Licensee remains responsible for their compliance with this Agreement and that their developers are counted as Authorized Developers under clause 4.

2.4 Licensed, not sold. The Software is licensed, not sold. Materia and its licensors retain all right, title, and interest in and to the Software. No rights are granted other than as expressly set out in this Agreement.

3. Tiers

3.1 Tiers. The Tiers, and the fees, components, entitlements, and terms of each, are set out in Schedule A. Schedule A is part of this Agreement, and Materia may change it — including by introducing a new Tier, or by changing the fees, entitlements, terms, or component states of an existing one — only by amending this Agreement under clause 24.3, with the notice that clause requires. The single exception is that Materia may add a component to a Tier with immediate effect, as Part 1 of Schedule A provides, because an addition enlarges what Licensee holds and cannot disadvantage it. There is no power to reissue Schedule A otherwise.

Introducing a new Tier does not disturb a Tier a Licensee already holds. An amendment takes effect for Licensee at the start of Licensee's next License Term, so the Tier, components, entitlements and terms Licensee acquired govern the Term it acquired them for; clause 21 states the commitments that make that permanent for that Term.

3.2 Not open source. Every Tier is proprietary software licensed under this Agreement, including a Tier for which no fee is payable. No open-source license grants Licensee any right in the Software as a whole. Where a Third-Party Component, or third-party material from which part of the Software is derived, is itself licensed under an open-source license, that license governs that component or material on its own terms, and nothing in this Agreement restricts Licensee’s rights under it.

3.3 Withdrawal of a part of the Software during a License Term. Materia may remove a part of the Software from Licensee’s Tier during a License Term already in progress only where Materia can neither lawfully nor safely continue to make it available and cannot resolve the cause by reasonable means, being (a) a security defect that cannot be remedied, or (b) a claim, demand, or order of a third party or of a competent authority requiring its removal. Materia will state which of those causes applies and why it could not be resolved. Commercial reasons are not a cause under this clause.

A removal under this clause applies only to builds made after it takes effect. It does not affect any Application already built, and clause 9.4 continues to apply to that Application. Where Licensee was using the part removed, Licensee may end the remainder of the License Term on written notice, in which case Materia will refund the fees paid for its unexpired portion and clause 9.4 continues to apply.

3.4 Changing Tier or seat count. Licensee may move to a Tier with greater entitlements, or acquire further seats, at any time; the change takes effect on payment, and clause 9.2A states how an addition of seats is charged. A move to a Tier with lesser entitlements, and a reduction in the number of seats, take effect at the end of the then-current License Term, and earn no refund or credit for its unexpired portion. A move to a Tier for which Schedule A states no seat requirement is a reduction to no seats, and takes effect on the same basis; Licensee holds no seats under such a Tier, and clause 4.3 does not apply to it.

4. Authorized Developers and Seats

4.1 Definition. An "Authorized Developer" is an individual — whether an employee, contractor, consultant, or service provider of Licensee or an Affiliate — who develops, maintains, modifies, tests, designs against, or otherwise contributes to the front-end code or design of an Application, whether that contribution is made directly through the Software or indirectly through any wrapper, abstraction layer, generated binding, framework package, or other derived or related implementation of the Software. An individual is an Authorized Developer whether or not they access the source of the Application, so a person who contributes only through design tooling is an Authorized Developer.

4.2 Automated tooling, and work directed by an individual. Unattended build automation, continuous-integration systems, and other automated tooling are not Authorized Developers and require no seat. Where an individual directs an automated or generative tool to contribute to the front-end code or design of an Application, that contribution is the individual’s and the individual is an Authorized Developer. A tool is not a seat, and the seat required is that of the person directing it.

4.3 Seats. Licensee must hold one seat for each Authorized Developer, and may not permit an individual who is not covered by a seat to act as an Authorized Developer, except where Schedule A states that Licensee’s Tier has no seat requirement.

4.4 Reassignment. Seats are assigned to named individuals and may be reassigned to a different individual at any time, provided that the outgoing individual first ceases all use of the Software and deletes all copies of the Software in their possession or control (other than copies retained in Licensee’s source control or build systems as part of an Application).

4.5 Transfer. Licensee may not transfer, sublicense, rent, lease, or lend its license, its seats, or its License Key to any third party, except as part of a permitted assignment under clause 24.2.

5. Permitted Use

For the avoidance of doubt, and subject to clause 6, the license in clause 2.1 permits Licensee to:

(a) build Applications for Licensee’s own internal business use;

(b) build Applications that Licensee makes available to its customers or the public, including on a paid, subscription, or software-as-a-service basis;

(c) build Applications for Licensee’s clients under a services or consultancy engagement, provided that each individual working on the Application is an Authorized Developer covered by Licensee’s license, and provided that the client does not thereby receive any right to use the Software independently of the Application delivered to it. A client who wishes to develop or maintain that Application itself needs its own license, and clause 6(c) continues to prohibit supplying design or component tooling to the client as a thing in its own right;

(d) build internal component libraries, design systems, and tooling for Licensee’s own use that are built on the Software, including theme-building and design tooling used in the development of Licensee’s Applications; and

(e) use third-party infrastructure operated by or on behalf of Licensee for Licensee’s own development, testing, and deployment, including cloud development environments, remote development containers, ephemeral continuous-integration runners, and preview environments, provided that each individual using them is an Authorized Developer.

6. Restrictions

Licensee must not, and must not permit any third party to:

(a) distribute, publish, sublicense, sell, rent, lease, or otherwise make the Software available on a standalone basis, separately from an Application — including as a package, as design assets, or as part of a code repository — such that any third party obtains an independent right to access, use, exploit, extract, reuse, reproduce, distribute, or commercialize the Software otherwise than as embedded within, and as technically required by, an Application. Clause 2.1(c) governs the ordinary output of a build, and nothing in this paragraph prohibits bundling, minification, source maps, or the delivery of an Application in a form that necessarily contains the Software;

(b) use the Software to develop, or incorporate the Software into, any product or service whose primary purpose is to supply user-interface components, a design system, or a UI toolkit to third-party developers, including a competing component library, application builder, website builder, low-code or no-code platform, or UI designer;

(c) supply the Software, or any theme builder, design tool, or component tooling built on the Software, to any third party as a product or service in its own right, rather than as part of an Application (OEM and redistribution rights are available only under a separate written agreement with Materia);

(d) make the Software available to third parties on a timesharing, service bureau, or hosted-development basis, or otherwise permit any person who is not an Authorized Developer to use the Software to develop software, except as clause 5(e) permits;

(e) remove, obscure, alter, or circumvent any copyright, trademark, or other proprietary notice, license notice, or console notice contained in or displayed by the Software, including a watermark displayed under clause 7.3A;

(f) circumvent, disable, or interfere with any License Key check, entitlement check, or feature gate in the Software, or use the Software without a valid License Key, or use a License Key issued to another person;

(g) except as clause 2.2A licenses, distribute, deploy, or otherwise make available to any other person a part of the Software that is not made available to Licensee’s Tier, or any Application built with such a part, or modify, patch, or recompile the Software so as to enable such a part for that purpose. Clause 2.2 permits use of such a part on machines under Licensee’s control for evaluation, development, and testing;

(h) reverse engineer, decompile, or disassemble the Software, except to the extent that this restriction cannot lawfully be excluded — including the rights of a lawful user under Article 6 of Directive 2009/24/EC and equivalent provisions elsewhere — and provided that Licensee first requests in writing the information it needs from Materia; or

(i) use the Software, or the Documentation, to train, fine-tune, or evaluate a machine-learning model whose purpose or effect is to generate user-interface components, a design system, or a UI toolkit — which does not restrict Licensee's use of any such model in developing its own Applications; or

(j) use the Software in violation of applicable law, including export control and sanctions laws.

High-risk use. The Software is not designed, manufactured, or intended for use in circumstances where its failure could lead to death, personal injury, or severe physical or environmental damage — including the operation of nuclear facilities, aircraft navigation or communication, air traffic control, life-support systems, weapons systems, or medical devices. Licensee must not use the Software in such circumstances, and Materia disclaims any express or implied warranty of fitness for them.

7. License Keys and Entitlement Grants

7.1 Issue. Materia issues a License Key to Licensee on registration. Schedule A states, for each Tier, whether a payment instrument is required in order to obtain it.

7.2 Verification. The Software validates its license locally on Licensee’s machines and build systems.

At runtime the Software requires no network access to Materia for the purpose of license verification, and transmits nothing to Materia for that purpose. An Application built with the Software performs no license check over a network at any time, however long it remains in service, and no Entitlement Grant embedded in it expires. This is given for each Release as made available to Licensee, for the life of that Release.

Building requires network access to Materia. Materia’s build tooling obtains a signed Entitlement Grant from Materia, authenticated by a build token issued to Licensee, and embeds that grant in the build. The build token, and what is necessary to return a grant, are transmitted for that purpose and for no other. Materia does not collect usage data, telemetry, machine identifiers, or project identifiers for the purpose of license verification.

7.3 Building without a valid Entitlement Grant. A valid Entitlement Grant is required in order to build. If Materia’s build tooling cannot obtain one, it reports the reason and produces no output: no Application is built, and no part of the Software is stamped into one. Nothing in this clause licenses any use of the Software.

7.3A Parts of the Software outside Licensee’s Tier. The Software renders every component it contains, including a component outside Licensee’s Tier. Such a component is watermarked wherever it renders, including in a deployed Application, on the timing and with the prominence published in the Documentation. A watermark so displayed is a license notice for the purposes of clause 6(e).

The watermark is determined from the build alone, being the Entitlement Grant embedded in it, the date of the build, and whether a part renders in its own right or in support of a component licensed to Licensee. It involves no network access, no comparison against a clock or record held by Materia, and no registration of any kind, and nothing in this clause qualifies clause 7.2.

A part of the Software licensed to Licensee under clause 2.2A is not watermarked when it renders in support of the component through which it is licensed. A component Licensee may deploy therefore renders unwatermarked, together with everything it requires in order to function. This paragraph does not apply to an Experimental Component, which no Tier is licensed to distribute or deploy. The watermark under this clause reaches a part of the Software that Licensee has used directly and is not licensed to deploy, and reaches nothing else. The Entitlement Grant embedded in the build determines which case applies, and the Documentation states how.

Rendering a component does not license its use: clause 2.2 governs what Licensee may do with a part of the Software outside Licensee’s Tier, and clause 2.2A governs what a licensed component carries with it.

7.4 Possession is not entitlement. Possession of a valid License Key does not itself confer any right to use the Software. Licensee’s rights are those granted by this Agreement and by the Tier and seat count Licensee actually holds under an Order.

7.5 Confidentiality. Licensee must keep its License Key and its build token confidential, must not publish either (including in a public source repository), and must notify Materia promptly if either becomes public.

8. Verification and Audit

8.1 Records. Licensee must keep accurate records sufficient to verify its compliance with this Agreement, including the number and identity of its Authorized Developers, during the License Term and for one year afterwards. Licensee is not required to keep, and Materia will not request, records identifying any individual who is not an Authorized Developer.

8.2 Audit. No more than once in any twelve-month period, on not less than thirty (30) days’ written notice, Materia may audit Licensee’s compliance with this Agreement in respect of the then-current License Term and the twelve (12) months preceding it, but no further back than clause 8.1 requires records to be kept. Audits will be conducted during normal business hours, in a manner that does not unreasonably interfere with Licensee’s operations, and subject to Licensee’s reasonable security and confidentiality requirements. Materia may use an independent auditor bound by confidentiality obligations.

8.3 Costs and shortfall. Materia bears the cost of the audit, except that if the audit reveals that Licensee has under-licensed by more than five percent (5%) of the fees properly due for the period audited, Licensee must pay (a) the shortfall, at the rate that would have applied under clauses 10.1 and 9.2 had those seats been licensed for that period, and (b) Materia’s reasonable costs of conducting the audit. Payment of the shortfall and those costs within thirty (30) days cures the under-licensing, and Materia may not terminate under clause 22.2 in respect of it.

8.4 Scope. Clause 8.2 applies to Licensee’s Tier as Schedule A states for that Tier. Where Schedule A states that audit is available only on reasonable suspicion of out-of-Tier use, clause 8.2 applies only where Materia has a reasonable, good-faith basis to believe that Licensee is using parts of the Software outside that Tier in breach of clause 2.2 or clause 6(g). Clause 8.2 continues to apply after termination or expiry for as long as clause 8.1 requires records to be kept.

9. Term, Renewal, Expiry and Continued Use

9.1 License Term. Licensee acquires a Tier under an Order. A License Term is twelve (12) months beginning on the date of the Order, and renews automatically for successive twelve-month periods. This applies to every Tier, including a Tier for which no fee is payable. An Order is placed when Licensee registers for a Tier for which no fee is payable; where a fee is payable, when Licensee pays it through Materia’s online checkout, or on the start date stated in a written order.

Licensee may decline to renew at any time before the renewal date. No notice period applies to Licensee, and there is no window Licensee must act within.

Materia does not decline to renew a Tier it continues to offer. Where Materia ceases to offer a Tier, it gives notice under clause 24.3 and clause 9.4 applies from the end of the then-current License Term. Materia has no other power to end a License Term by non-renewal; clause 22 states the only circumstances in which this Agreement is terminated.

9.2 Renewal. On renewal, the License Term renews at Materia’s then-current published renewal rate for Licensee’s total seat count, and on the Schedule A and the version of this Agreement then in force. The renewal rate is a rate in its own right and is lower than the rate for a first Term; Materia publishes both on its price list, bracket for bracket, and clause 10.1 governs each. It is not a discount, a coupon, or a promotion, and it does not expire: a Licensee who renews continues to renew at the renewal rate for as long as the License Term keeps renewing. Clause 24.3 states the notice Materia must give before a renewal on changed terms or at a changed price.

9.2A Common renewal date, and seats added during a License Term. All seats held by Licensee under a Tier share a single renewal date, being the renewal date of Licensee’s first Order under that Tier. A seat added during a License Term runs to that same date and is charged pro rata for the unexpired portion of that Term, at the rate applying to Licensee’s current License Term — the rate for a first License Term during a first Term, and the renewal rate under clause 9.2 during any subsequent Term.

Where the addition takes Licensee’s total seat count into a lower per-seat rate under Materia’s published price list, that rate applies to every seat then held for the unexpired portion of the Term. The charge for the addition is reduced accordingly, so that the total payable for that portion is what every seat then held would have cost at the lower rate. This is a reduction in the charge for the addition and not a refund or credit, and neither clause 9.2B nor clause 10.5 applies to it. On renewal, every seat then held renews for a full twelve months at the rate applicable to Licensee’s total seat count on the renewal date.

9.2B Removing seats. Licensee may reduce its seat count with effect from the next renewal date. A reduction does not entitle Licensee to a refund or credit for the unexpired portion of the current License Term.

9.3 Effect of expiry. On expiry or non-renewal of a License Term, Licensee’s entitlement to Releases published after the expiry date, and to support under clause 16, ends. Licensee’s ability to obtain an Entitlement Grant ends for every Tier whose License Term has expired, so Licensee may build only under a Tier for which a License Term is current. Clause 9.4 states what happens to what Licensee has already built.

9.4 Continued use after expiry (perpetual fallback). When a License Term ends, however it ends, Licensee retains a perpetual and irrevocable, non-exclusive license, on the terms of this Agreement, to continue to run and to continue to distribute and make available in the form in which it was built every Application Licensee built while holding a valid Entitlement Grant. This is the only provision that states when that license arises and when it is lost, and clause 22.3 does not qualify it.

It is lost in one circumstance and no other: where Materia terminates under clause 22.2 for Licensee’s breach of clause 6(a) to 6(g) or of clause 7.5. Termination by Licensee does not end it, nor does expiry, non-renewal, non-payment, a refund under clause 3.3, 12.2 or 14.4(c), or a shortfall found on audit under clause 8.3.

It applies part by part. Where an Application incorporates a part of the Software for which Licensee did not hold a valid Entitlement Grant, this clause continues to apply to the remainder of that Application; clauses 2.2 and 6(g) govern the part Licensee was not licensed for, and the failure of one part does not withdraw this license from the whole.

No new or modified build is possible under this clause, because no Entitlement Grant is issued for a Tier for which no License Term is current. Building again requires a current License Term.

9.5 What Materia will not do to a delivered build. In respect of an Application, and to the extent of the parts of the Software for which Licensee held a valid Entitlement Grant when it was built, Materia will not cause that Application to cease to function, to degrade, or to change in appearance. In particular, Materia will not cause any embedded Entitlement Grant to expire or be revoked, will not disable the Application remotely, and will not change the behavior of a delivered build after expiry.

This is a commitment about Materia’s conduct, not a warranty about the world. Materia does not warrant that an Application will continue to function unchanged as browsers, operating systems, frameworks, or other software Licensee combines with it change over time.

It attaches to an Application as built, and does not fix the design of the Software. Materia may change the appearance, behavior, or interface of any part of the Software in a later Release. Such a change reaches an Application only if and when Licensee builds it against that Release, and nothing in this clause obliges Materia to keep any part of the Software looking or working as it does today.

It does not extend to a part of the Software outside Licensee’s Tier that clause 2.2A does not license to Licensee. Such a part was never licensed to Licensee, and the watermark applied to it under clause 7.3A, including any change in that watermark over time, is a property of an unlicensed part rather than a change Materia makes to licensed software. A part that clause 2.2A does license is licensed software for the purposes of this clause.

10. Fees and Payment

10.1 Fees. The fees for each Tier are those stated in Schedule A, at the rate set out in Licensee’s Order or, absent a rate in the Order, Materia’s then-current published price list. Materia’s published price list states, for each Tier and volume bracket, both the rate for a first License Term and the renewal rate that clause 9.2 applies to every subsequent License Term. It sets the per-seat rate by volume bracket.

10.2 Payment.

(a) Self-serve Orders. Where Licensee places an Order through Materia’s online checkout, fees for the whole License Term are payable in full in advance at the time of purchase, by the payment method Licensee provides, and the License Term begins then. Licensee authorizes Materia and its merchant of record to charge that payment method for each renewal, at the then-current published renewal rate for Licensee’s total seat count under clause 9.2, unless Licensee has given notice of non-renewal under clause 9.1.

(b) Invoiced Orders. Where Materia has agreed in writing to invoice Licensee, Materia invoices annually in advance and Licensee must pay each valid invoice within thirty (30) days of its date. Materia is under no obligation to agree to invoiced terms.

(c) Failed renewal payment. If a renewal payment under (a) fails, Licensee’s entitlement to Releases published after the end of the paid period, and to support under clause 16, is suspended until payment is made. Clause 9.4 continues to apply in respect of Releases already provided.

10.3 Taxes and merchant of record.

(a) Where Licensee purchases through Materia’s online checkout, the payment transaction is processed by Materia’s merchant of record, which acts as the seller of record for that transaction and is responsible for charging, collecting, and remitting any applicable sales, use, VAT, GST, or similar transaction taxes. The merchant of record’s own terms govern that payment transaction; this Agreement governs Licensee’s license to use the Software, and that license is granted by Materia regardless of who processes payment.

(b) Where Materia invoices Licensee directly, fees are exclusive of taxes, and Licensee is responsible for all applicable sales, use, VAT, GST, and similar transaction taxes.

(c) In neither case is Licensee responsible for taxes on Materia’s net income.

10.4 Non-payment. If Licensee fails to pay an undisputed invoice within thirty (30) days of written notice of non-payment, Materia may suspend Licensee’s entitlement to Releases and support, and may terminate the License Term under clause 22.2. Overdue amounts on an invoiced Order bear interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, from the due date until paid, and Licensee must reimburse Materia’s reasonable costs of collection, including reasonable legal fees.

10.5 No refunds. Except as expressly stated in clauses 3.3, 12.2, and 14.4(c), fees are non-refundable.

11. Intellectual Property and Third-Party Components

11.1 Ownership. Materia and its licensors own all intellectual property rights in the Software. Licensee owns all intellectual property rights in its Applications, excluding the Software incorporated in them.

11.2 Feedback. Either party may provide the other with suggestions, comments, or ideas concerning the other’s products or services ("Feedback"). Each party grants the other a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, and to incorporate into its products and services, any Feedback it receives, without restriction, attribution, or obligation. Feedback does not include either party’s confidential information, and nothing in this clause grants either party any rights in the other’s products, Applications, data, or confidential information.

11.3 Third-Party Components. The Software is distributed with Third-Party Components licensed to Materia under their own terms. For each Release, the Third-Party Components in that Release, their licensors, and the license terms applying to each are identified in the Third-Party Notices published at https://ChameleonUI.io/legal#third-party-notices, a copy of which Materia will provide on request. The Third-Party Notices in force on the date of a Release are the definitive statement of which Third-Party Components are in that Release; what constitutes a Third-Party Component is defined in clause 1, and the Third-Party Notices do not enlarge or narrow it.

Those terms govern the Third-Party Components, and to the extent they grant Licensee broader rights in a Third-Party Component than this Agreement, those terms prevail in respect of that component. Nothing in this Agreement restricts Licensee’s rights under an open-source license applicable to a Third-Party Component.

The Third-Party Notices also record attribution for third-party material from which parts of the Software are derived. Such material is not a Third-Party Component: Materia has modified it and distributes it as its own source, this Agreement applies to it as it applies to the rest of the Software, and its presence in the Third-Party Notices discharges an attribution obligation rather than altering the scope of any clause of this Agreement.

11.4 Notices. Licensee must reproduce and not remove the copyright and attribution notices contained in the Software and in the Third-Party Notices when distributing an Application that incorporates the Software.

12. Warranties and Disclaimers

12.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.

12.2 Limited warranty. Where Schedule A states a limited warranty for Licensee’s Tier, Materia warrants that, for the period stated there beginning on the first day of the License Term, each Release made available to Licensee during that period will perform materially in accordance with the Documentation as published at the date that Release was made available. That period runs once per License Term and is not restarted by a later Release. Licensee’s sole and exclusive remedy, and Materia’s entire liability, for breach of this warranty is, at Materia’s option, (a) correction of the non-conformity, or (b) refund of the fees paid for the then-current License Term, in which case the License Term ends. In either case clause 9.4 continues to apply, and a refund under this clause does not affect Licensee’s right to run and to continue distributing Applications already built.

This warranty does not apply to Experimental Components, to a component that is Preview for Licensee’s Tier, to a Tier for which Schedule A states no warranty, or where the non-conformity results from Licensee’s modification of the Software otherwise than as clause 2.1(c) permits, use of the Software otherwise than in accordance with the Documentation, or combination of the Software with software or hardware not supplied by Materia.

12.3 Experimental Components. Experimental Components are provided for evaluation only, may change or be withdrawn without notice, and are provided "AS IS" with no warranty of any kind. Clause 12.2 does not apply to them, and neither clause 21.5 nor clause 3.3 restricts their withdrawal.

This clause reaches Experimental Components alone. A component that is Preview for Licensee’s Tier is complete and supported; it is not withdrawable under this clause, and clauses 3.3 and 21.5 protect it for the License Term exactly as they protect a Licensed component.

12.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN CLAUSES 7.2, 7.3A, 12.1, 12.2, 18.2, AND 21, THE SOFTWARE, THE DOCUMENTATION, AND ANY SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND MATERIA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MATERIA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

12.5 Tiers with no warranty. WITHOUT LIMITING CLAUSE 12.4, AND SUBJECT TO THE SAME EXCEPTIONS STATED IN IT, WHERE SCHEDULE A STATES NO LIMITED WARRANTY FOR LICENSEE’S TIER, THE SOFTWARE IS PROVIDED TO LICENSEE ENTIRELY "AS IS", WITH NO OTHER WARRANTY OF ANY KIND, AND MATERIA’S LIABILITY IS THE CAP STATED IN SCHEDULE A FOR THAT TIER. THIS CLAUSE IS SUBJECT TO CLAUSE 13.4.

13. Limitation of Liability

13.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY LICENSEE TO MATERIA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR TEN THOUSAND US DOLLARS (US$10,000) IF GREATER IN THE CASE OF LICENSEE’S LIABILITY.

13.3 Materia’s cap is the one stated for Licensee’s Tier. MATERIA’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS THE CAP STATED IN SCHEDULE A FOR LICENSEE’S TIER, WHICH MAY BE ZERO. THAT CAP APPLIES TO MATERIA’S LIABILITY ONLY. LICENSEE’S OWN LIABILITY IS LIMITED TO THE GREATER OF THE FEES DESCRIBED IN CLAUSE 13.2 AND TEN THOUSAND US DOLLARS (US$10,000), AND IS NOT ZERO.

THIS CLAUSE IS SUBJECT TO CLAUSE 13.4.

LICENSEE’S TIER DOES NOT CHANGE BECAUSE A PAYMENT HAS LAPSED, FAILED, OR BEEN SUSPENDED. Clause 10.2(c) and clause 10.4 state what a failed or unpaid fee does, and neither moves Licensee to another Tier.

13.4 Exclusions from the cap. Clauses 12.5 and 13.1 to 13.3 do not limit (a) Licensee’s obligation to pay fees, (b) either party’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, (c) Licensee’s liability for breach of clause 6 (Restrictions), or for infringement or misappropriation of Materia’s intellectual property rights or passing off, (d) Licensee’s indemnity obligations under clause 15, or (e) Materia’s indemnity obligations under clause 14, which are not subject to clause 13.2 and are capped only by clause 14.5.

13.5 Limitation period. No action arising out of this Agreement, regardless of form, may be brought by either party more than one (1) year after the cause of action accrued, except for an action to recover fees due.

13.6 Allocation of risk. Licensee acknowledges that the fees reflect the allocation of risk in this clause 13 and that Materia would not enter into this Agreement without these limitations.

14. Intellectual Property Indemnity

14.1 Indemnity. Where Schedule A states an intellectual-property indemnity for Licensee’s Tier, Materia will defend Licensee against any third-party claim that the Software, as provided by Materia and used in accordance with this Agreement, infringes that third party’s copyright, trademark, or trade secret anywhere, or its patent granted in the United States, the United Kingdom, or a member state of the European Union, and will indemnify Licensee against damages finally awarded against it, or agreed in settlement by Materia, in respect of such a claim. Materia’s costs of conducting the defense are not damages and do not count against the cap in clause 14.5.

14.2 Conditions. Clause 14.1 applies only if Licensee (a) notifies Materia promptly in writing of the claim, (b) gives Materia sole control of the defense and settlement, and (c) provides reasonable cooperation at Materia’s expense. Materia may not, without Licensee’s prior written consent, settle a claim on terms that admit fault or liability on Licensee’s part, impose any non-monetary obligation on Licensee, or require Licensee to pay any amount Materia does not itself pay or indemnify.

14.3 Exclusions. Clause 14.1 does not apply to a claim arising from (a) modification of the Software by anyone other than Materia, otherwise than as clause 2.1(c) permits, (b) combination of the Software with anything not supplied by Materia where the claim would not have arisen but for the combination, (c) use of a Release after Materia has made a non-infringing Release available and given Licensee a reasonable period to adopt it, (d) Third-Party Components, (e) Experimental Components, or (f) use of a part of the Software outside Licensee’s Tier.

14.4 Remedies. If the Software is, or in Materia’s opinion may become, the subject of a claim under clause 14.1, Materia may at its option (a) procure the right for Licensee to continue using the Software, (b) modify or replace the Software so that it is non-infringing, or (c) terminate the License Term and refund the fees paid for its unexpired portion. Where Materia acts under (c), clause 9.4 continues to apply, and the refund does not affect Licensee’s right to run and to continue distributing Applications already built.

14.5 Cap. Materia’s total liability under this clause 14 is limited to the total fees paid by Licensee to Materia in the twelve (12) months immediately preceding the earlier of (a) the date on which Licensee notified Materia of the claim, and (b) the end of the last License Term for which Licensee paid fees. Limb (b) exists so that the indemnity clause 22.4 preserves after termination remains worth what it was worth during the Term. Clause 13.4(e) excludes this clause from the cap in clause 13.2.

14.6 Sole remedy. This clause 14 states Materia’s entire liability, and Licensee’s sole remedy, in respect of any third-party intellectual property claim relating to the Software.

15. Licensee Indemnity

Licensee will defend Materia against any third-party claim arising from (a) an Application, other than a claim for which Materia is responsible under clause 14, (b) content or data Licensee supplies or processes through an Application, or (c) Licensee’s use of the Software in breach of this Agreement or of applicable law, and will indemnify Materia against damages finally awarded against it, or agreed in settlement by Licensee, in respect of such a claim. Clause 14.2 applies to this clause with the parties reversed.

16. Support and Updates

16.1 Entitlement. During the License Term, Licensee is entitled to the Releases and to the support stated in Schedule A for Licensee’s Tier, and support is provided in accordance with Materia’s then-current support policy published in the Documentation.

16.2 No obligation to release. Subject to clause 16.3, nothing in this Agreement obliges Materia to develop, release, or continue to make available any particular feature or Release.

16.3 Security fixes. While a License Term is current for a Tier for which Schedule A states a security-fix floor, Materia will use commercially reasonable efforts to make available fixes for security vulnerabilities in the current major version line of the Software. That is the standard, and no other clause raises it. Clause 19 states how a vulnerability is reported and handled. This obligation is not qualified by clause 16.2, and Schedule A states it for each Tier.

17. Confidentiality

Each party may receive confidential information of the other. Each party must (a) use the other’s confidential information only to perform this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to its personnel and advisers who need to know it and who are bound by confidentiality obligations. This clause does not apply to information that is public through no fault of the recipient, was known to the recipient without obligation before disclosure, is independently developed, or is required to be disclosed by law or court order (with prompt notice to the discloser where lawful). Licensee’s License Key and build token are Materia’s confidential information.

18. Data Protection

18.1 What Materia processes, and in what capacity. Materia is a controller of the limited personal data it processes in order to provide the Software and administer this Agreement, being (a) account registration data (name, email address, and organization), (b) the association between a named individual and a seat, and (c) records of the consents Licensee and its personnel have given. Materia’s processing of that data is described in its privacy notice published on the Legal Page.

18.2 Materia is not a processor of Application data. The Software runs on Licensee’s machines and inside Licensee’s Applications. The Software transmits no personal data that Licensee processes through an Application to Materia, and clause 7.2 states the limits of what is transmitted. Materia is not a processor of such data.

Where Licensee discloses such data to Materia in the course of support — in a screen share, a reproduction, a log, or an attachment — Materia processes it only to provide that support, retains it only as long as that requires, and does not use it for any other purpose. Licensee should not disclose personal data to Materia in support unless it is necessary.

18.3 Audit records. Clause 8.1 requires Licensee to keep records identifying its Authorized Developers, and clause 8.2 permits Materia or its auditor to inspect them. Each party is a separate and independent controller in respect of that data. Materia will process it only to verify compliance with this Agreement, will not use it for any other purpose, and will not retain it longer than is necessary for that purpose.

18.4 Compliance and transfers. Each party will comply with the data protection laws applicable to it. Where Materia’s processing under clause 18.1 or 18.3 involves a transfer of personal data out of the European Economic Area, the United Kingdom, or Switzerland, the parties will put in place the transfer mechanism required by the applicable law, and Materia will enter into its standard data processing addendum on Licensee’s written request.

18.5 Security incidents. Materia will notify Licensee without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to personal data Materia holds under clause 18.1, or to Licensee’s License Key or build token. The notice will describe what is known, what Materia is doing, and what Licensee should do.

18.6 No sale of data. Materia does not sell, share, rent, or broker Licensee’s personal data or the personal data of Licensee’s personnel, and does not disclose it to any third party except to its own processors bound by equivalent obligations, or where required by law.

19. Security and Vulnerability Handling

19.1 Reporting. Materia accepts reports of security vulnerabilities in the Software at the address published on the Legal Page, and will acknowledge a report within five (5) business days.

19.2 Handling. Materia will triage each report, and where it confirms a vulnerability in a Release Licensee is entitled to, will make a fix or a mitigation available on the standard stated in clause 16.3, and will publish an advisory identifying the affected Releases.

19.3 Bill of materials. On Licensee’s written request, Materia will provide a software bill of materials for a Release in a machine-readable standard format. The Third-Party Notices described in clause 11.3 identify the Third-Party Components in each Release.

19.4 Regulatory status. Materia expects to be the manufacturer of the Software for the purposes of Regulation (EU) 2024/2847 (the Cyber Resilience Act), and will comply with the obligations that Regulation places on it as they come into force. This clause records that expectation and creates no contractual obligation additional to clauses 16.3 and 19.1 to 19.3, and no right of action for Licensee in respect of that Regulation.

20. Accessibility

20.1 Position. Materia designs the Software’s components with the objective of conforming to the Web Content Accessibility Guidelines (WCAG) 2.2 at Level AA, and runs automated accessibility tooling across each supported framework wrapper in its continuous-integration pipeline. Automated tooling detects only some accessibility defects, and Materia does not represent that any component conforms. On the written request of a Licensee holding a Tier for which Schedule A states an indemnity, Materia will make available a statement of the Software’s conformance in a recognized format, once per Release.

20.2 Limits. Accessibility is a property of an Application as a whole and not of its components alone. Materia does not warrant that any Application will conform to WCAG or to any accessibility law, and clause 12.4 applies to this clause. Licensee is responsible for the accessibility of its Applications.

21. Materia’s Standing Commitments

These commitments are given for so long as this Agreement is in force between the parties, and they survive as clause 22.4 provides. They are collected here because each is a commitment about what Materia will and will not do, as distinct from the rights granted elsewhere in this Agreement.

Clauses 21.1, 21.2, 21.3, 21.4 and 21.6 summarize the clauses they name, and those clauses govern. Where one of those paragraphs and the clause it names differ, the clause it names prevails, including as to any exception or qualification that clause states, and none of them creates an obligation wider than the clause it collects.

Clauses 21.5, 21.7, 21.8 and 21.9 are operative in their own right. They state commitments made here and nowhere else and are not summaries of anything.

Where any provision of this Agreement or of Schedule A is inconsistent with clause 21.7, clause 21.7 prevails for the duration of a License Term. That includes clause 1’s definition of Documentation, clause 10.1’s and Schedule A’s references to Materia’s published price list, clause 16.1’s reference to its then-current support policy, clause 7.3A’s reference to the watermark timing and prominence published in the Documentation, clause 18.1’s privacy notice, and clause 24.9(b)’s trademark guidelines. Clause 21.9 qualifies each of clauses 21.1 to 21.8. Nothing in this clause enlarges or restricts clauses 3.3 and 12.3, which together state the only circumstances in which a part of the Software may be withdrawn during a License Term.

21.1 No kill switch. Materia will not cause a delivered build to cease to function, to degrade, or to change in appearance. Clause 9.5 states this commitment, and its limits, in full.

21.2 No telemetry. Materia does not collect usage data, telemetry, machine identifiers, or project identifiers for the purpose of license verification. Clause 7.2 states what is transmitted and when.

21.3 A build runs indefinitely. An Entitlement Grant embedded in a build does not expire and is not revoked, and an Application built while Licensee held a valid Entitlement Grant may be run and distributed indefinitely, except where clause 9.4 states that the license is lost. Clause 9.4 states this commitment, and its limits, in full.

21.4 Terms are fixed for a License Term. The version of this Agreement, and the Schedule A, in force when a License Term begins govern that License Term to its end. Clause 3.1 states this, and clauses 3.3 and 12.3 state the only circumstances in which a part of the Software may be withdrawn during a License Term.

21.5 A part of the Software stays in its Tier. A part of the Software made available to Licensee’s Tier when a License Term begins remains available to that Tier for that License Term, subject only to clauses 3.3 and 12.3.

21.6 Licensee data is not sold. Materia does not sell, share, rent, or broker Licensee’s personal data or the personal data of Licensee’s personnel. Clause 18.6 states this commitment, and the two exceptions to the separate duty of non-disclosure that accompanies it, in full.

21.7 What Materia publishes elsewhere is fixed for the License Term. This Agreement refers to six things Materia publishes and may change: the price list (clause 10.1), the support policy (clause 16.1), the Documentation (clause 1), the timing and prominence of the watermark (clause 7.3A), the privacy notice (clause 18.1), and the trademark guidelines (clause 24.9(b)). The version of each in force when a License Term begins governs that License Term, and a later version takes effect for Licensee at the start of Licensee's next License Term. Materia keeps each prior version available on the Legal Page on the same basis as clause 21.8.

21.8 Prior versions remain available. Materia will keep available on the Legal Page each version of this Agreement and of Schedule A previously in force, so that Licensee can establish the terms that govern any License Term it has held.

21.9 Where the law requires otherwise. Where a law, or an order of a court or other competent authority, requires Materia to act inconsistently with a commitment given in this Agreement — including those in this clause 21, in clause 7.2, in clause 7.3A, in clause 9.4 and in clause 9.5 — Materia will (a) do only what compliance requires and no more, (b) act for no longer than compliance requires, and (c) tell Licensee what it has done and why, unless it is prohibited from doing so. The commitment is unaffected in every other respect and continues to apply.

A requirement of law is not made out by a request, by a policy, or by commercial expediency. Nor is inability: where Materia cannot perform a commitment because a third party it depends on has ceased to do so — a package registry, a certificate authority, a signing service — Materia will tell Licensee, will use commercially reasonable efforts to restore it or to provide an equivalent, and clause 9.4 is unaffected in the meantime. Nothing in this clause permits Materia to change the fees, entitlements, or contents of Licensee’s Tier for a License Term already in progress: clause 3.3 governs that case and states its own limits.

22. Termination

22.1 By Licensee. Licensee may terminate this Agreement at any time on written notice to Materia, and must then cease all use of the Software and delete all copies of it, except as clause 9.4 permits. Termination by Licensee does not entitle Licensee to a refund. Allowing a License Term to expire or not renewing it is not a termination, and clause 9.4 applies to it.

22.2 For breach. Either party may terminate this Agreement on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days of written notice of the breach. Materia may terminate immediately, without a cure period, if Licensee breaches clause 6 (Restrictions) or clause 7.5 (License Key and build token confidentiality) in a manner that is not capable of cure. Clause 8.3 states how under-licensing found on audit is cured.

22.3 Effect. On termination of this Agreement, all licenses granted to Licensee end except the license continuing under clause 9.4, and Licensee must immediately cease all use of the Software, remove it from all Applications not yet distributed, and delete all copies in its possession or control. Termination does not require Licensee to recall or disable Applications already distributed to end users.

Clause 9.4 states when that license arises and when it is lost, and this clause does not qualify it. Where clause 9.4 states that the license is lost, Licensee may not distribute further copies of any Application incorporating the Software.

22.4 Survival. The following survive termination or expiry:

(a) clauses 1, 7.2, 11, 12.4, 12.5, 13, 15, 17, 18, 22.3, 22.4, 22.5, 23 and 24;

(b) clause 6, and clauses 2.2 and 2.2A, which qualify it;

(c) clauses 9.4 and 9.5, together with clause 2.1(c), to the extent necessary for Licensee to exercise the license clause 9.4 continues — including distributing an Application in the form in which it was built;

(d) clauses 8.1 and 8.2, for as long as clause 8.1 requires records to be kept and to the extent clause 8.4 provides, and clause 8.4 itself;

(e) clause 10, except clause 10.2(a)'s authority to charge a payment method, which ends on termination or expiry; and

(f) clause 14, in respect of Applications distributed before termination, and clause 21, except clauses 21.4 and 21.5, which have no application once no License Term is running.

Clause 21.8 survives for three (3) years, after which Materia will supply a copy of any version of this Agreement or of Schedule A on Licensee's written request.

22.5 Accrued rights. Termination or expiry does not affect any right, remedy, obligation, or liability that has accrued to either party before it, including any obligation to pay fees due.

23. Governing Law and Disputes

23.1 Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware, in respect of any dispute or claim arising out of or in connection with this Agreement, and waive any objection to venue in those courts. This clause does not deprive a Licensee who is a consumer under the mandatory law of its place of residence of any right to bring proceedings in the courts of that place.

23.3 Injunctive relief. Notwithstanding clause 23.2, Materia may apply to any court of competent jurisdiction anywhere in the world for injunctive or other equitable relief in order to protect or enforce its intellectual property rights or confidential information. Licensee acknowledges that a breach of clause 6 or clause 7.5 would cause Materia irreparable harm for which damages would not be an adequate remedy.

23.4 Jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24. General

24.1 Entire agreement and precedence. This Agreement, together with Schedule A and any Order, is the entire agreement between the parties in relation to the Software and supersedes all prior discussions, representations, and agreements. On any conflict, the following order of precedence applies: (a) Schedule A, in respect of the matters it addresses for Licensee’s Tier; (b) the body of this Agreement; (c) the Order. An Order identifies the Tier, the number of seats, the fees, and the start date, and does not vary this Agreement or Schedule A — except where the Order is signed by both parties and expressly identifies the provision it varies and how, in which case the Order prevails over that provision for that Order alone. Any terms in a Licensee purchase order or similar document are of no effect. Neither party relies on any statement not set out in this Agreement, but nothing limits liability for fraud.

24.2 Assignment. Licensee may not assign or novate this Agreement without Materia’s prior written consent, except that Licensee may assign it in its entirety, on written notice to Materia, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor is not a competitor of Materia. Materia may assign this Agreement freely.

24.3 Changes to this Agreement. Materia may amend this Agreement for future License Terms. An amendment takes effect for Licensee at the start of Licensee’s next License Term, and Materia will give notice of it — and of any change in the price at which that License Term will renew — not less than sixty (60) days before the renewal date, by publication on the Legal Page and to the email address associated with Licensee’s account. That period gives Licensee time to decline, which under clause 9.1 it may do at any time before the renewal date. If Licensee does not accept an amendment, its remedy is to decline to renew, or to cease using the Software, and clause 9.4 applies. Licensee may accept an amendment before its next License Term begins. Acceptance confirms the amendment for that Term in advance and is not a waiver of clause 3.1; the amendment still takes effect at the start of that Term and not before, and acceptance does not shorten the current Term.

24.4 Notices. Notices to Materia must be sent to chameleon@materia.tech, or to Materia Technologies, Inc., 5201 Feather Lane, Tilghman, MD 21671-1195, USA. Notices to Licensee may be sent to the email address associated with Licensee’s account, or given by publication on the Legal Page where this Agreement expressly so provides. A notice is deemed received: if sent by email, on the day it is sent, unless the sender receives notice of non-delivery; if given by publication on the Legal Page, on the day it is published; and if sent by post, five (5) business days after posting.

24.5 Waiver and severability. A failure to enforce a provision is not a waiver of it. If any provision is held unenforceable, it is to be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement continues in effect.

24.6 Force majeure. Neither party is liable for a failure to perform (other than a payment obligation) caused by an event beyond its reasonable control.

24.7 Export and sanctions. Licensee must comply with all applicable export control and sanctions laws, and must not use or export the Software in breach of them.

24.8 US Government end users. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Government end users acquire only those rights set out in this Agreement.

24.9 Publicity. Neither party may use the other’s name, logo, or trademarks without the other’s prior written consent, except that:

(a) Materia may identify Licensee as a customer, and use Licensee’s name and logo for that purpose, on Materia’s website and in its customer lists, case studies, presentations, and sales and marketing materials, in each case in accordance with any trademark usage guidelines Licensee has provided to Materia in writing;

(b) Licensee may state that its Application is built with Chameleon, using Materia’s marks in accordance with Materia’s trademark guidelines published on the Legal Page; and

(c) Licensee may withdraw the permission in (a) on thirty (30) days’ written notice, after which Materia will make no further use of Licensee’s name and logo under (a), save that Materia is not required to recall or amend materials already published or distributed.

24.10 Relationship. The parties are independent contractors. This Agreement creates no partnership, agency, or joint venture.

24.11 Bankruptcy. The licenses granted under this Agreement, including the license continuing under clause 9.4, are licenses of rights to "intellectual property" as defined in section 101 of the United States Bankruptcy Code. Licensee may elect to retain and exercise its rights under this Agreement in accordance with section 365(n) of that Code.

24.12 No third-party beneficiaries. This Agreement does not confer rights on any person other than the parties and their permitted successors.

Schedule A — Tiers

This Schedule is part of this Agreement and is the authoritative statement of every term that differs between Tiers. Where a term appears here for a Tier, it governs that Tier for a License Term acquired while this Schedule was in force, and clause 24.1 gives it precedence over the body of this Agreement in respect of the matters it addresses. It is changed only by amendment under clause 24.3, on the notice that clause requires, and an amendment takes effect for Licensee at the start of Licensee's next License Term.

Two Tiers are available. Solo, Team and Enterprise are methods of purchasing the Professional Tier and are not Tiers: the license granted is the same however it is bought.

Materia may add a component to a Tier at any time, with immediate effect, because a Licensee is never disadvantaged by gaining one. Every other change to this Part is an amendment under clause 24.3 — moving a component out of a Tier, or changing its state in a Tier from Licensed to anything else — and takes effect at the start of Licensee's next License Term. Clauses 3.3 and 12.3 state the only circumstances in which a component may be withdrawn during a License Term already in progress.

Schedule A, Part 2 — Components

This Part is the definitive statement of which components each Tier may use, and on what basis. It enumerates every component in the Software as at the Effective date of this Agreement. A component not listed in this Part is not licensed for distribution or deployment under any Tier.

Each component has one of three states in each Tier:

The three states do not sit on one axis. Licensed and Preview are statements about entitlement: Licensed means this Tier has bought the component; Preview means it has not. Experimental is a statement about maturity: the component is not finished, and no Tier has bought it. Clause 2.2A licenses a component's dependencies with it, so a component listed as Preview may still be required, and is then licensed, by a Licensed component that depends on it. The Professional Tier therefore has no Preview components, because there is no Tier above it to preview.

Experimental in every Tier — 0 components

Not complete, and not licensed for distribution or deployment under any Tier. Available for evaluation, development and testing only. No component is Experimental as at the Effective date.

Licensed in every Tier — 15 components

cw-badge, cw-button, cw-card, cw-checkbox, cw-data-table, cw-divider, cw-icon, cw-menu, cw-menu-item, cw-plain-tooltip, cw-scroll-region, cw-select, cw-select-option, cw-sub-menu, cw-text-field

Licensed in the Professional Tier; Preview in the Community Tier — 43 components

cw-action-card, cw-assist-chip, cw-assist-chip-set, cw-circular-progress, cw-continuous-dial, cw-data-grid, cw-dial, cw-dialog, cw-email-field, cw-fab, cw-fab-menu, cw-filter-chip, cw-filter-chip-set, cw-icon-button, cw-input-chip, cw-input-chip-set, cw-linear-progress, cw-list, cw-list-item, cw-nav, cw-nav-tab, cw-number-field, cw-paginator, cw-password-field, cw-popover, cw-primary-tab, cw-radio, cw-radio-set, cw-range-slider, cw-rich-tooltip, cw-search-field, cw-secondary-tab, cw-skeleton, cw-slider, cw-suggestion-chip, cw-suggestion-chip-set, cw-switch, cw-tabs, cw-tel-field, cw-text-area, cw-toast, cw-toggle-button, cw-toggle-icon-button

These three lists together enumerate every component the Software offers under a Tier as at the Effective date, and each component appears in exactly one of them.