License Agreement

Venchur Ave Inc. | dlasb.com

Effective Date: May 1, 2026 Last Updated: May 1, 2026

Introduction

This End-User License Agreement (the "License") is a binding legal agreement between you (either an individual or a single entity, "Licensee" or "you") and Venchur Ave Inc., a Delaware corporation ("Venchur," "we," "us," or "our"). It governs your installation and use of any software we make available to you in connection with the dlasb.com Services, including any downloadable Analyzer client, and your use of the per-seat license keys we issue to access those Services.

This License is in addition to, and does not replace, our Terms of Service and our Privacy Policy. By installing, activating, or using any licensed software or by activating any license key, you accept this License. If you do not accept it, do not install, activate, or use the licensed software or any license key.

1. Definitions

Licensed Software. Any software (including any downloadable client, executable, library, configuration, model file, prompt structure, sample data, or related content) that we make available to you under this License, in source or object form, together with any updates, upgrades, patches, or replacements we provide.

License Key. An alphanumeric token issued by Venchur to a single Licensee for a single permitted seat, used to authenticate access to the Licensed Software, the Analyzer, the Academy, or other Services.

Permitted Seat. One natural person authorized to use the Licensed Software and Services under a valid License Key. Each subscription grants one Permitted Seat unless we otherwise expressly provide in writing.

Documentation. User guides, knowledge-base articles, in-product help, and other written or visual material we publish at dlasb.com or within the Services describing how to use the Licensed Software.

User-Supplied API Key. An access credential you obtain directly from a third-party AI provider (such as Anthropic or OpenAI) and configure in the Licensed Software so that the Licensed Software can submit prompts on your behalf.

2. Grant of License

Subject to your continuing compliance with this License and with our Terms of Service (including timely payment of all fees due), Venchur grants you, for the term of your subscription, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

Install one (1) copy of any downloadable Licensed Software on a single computing device that you own or control;
Use the Licensed Software solely for your internal business purposes related to evaluating, understanding, and bidding on government solicitations;
Use the License Key issued to your account to access the Licensed Software and the Services as one Permitted Seat;
Make one (1) backup copy of any downloadable Licensed Software, marked clearly as a backup, used solely to restore the Licensed Software in the event of failure.

All other rights are reserved. No rights are granted to you by implication, estoppel, or otherwise.

3. Per-Seat and Non-Transferable Nature of the License

The License is granted on a per-seat basis. A License Key may be used by only one (1) natural person at a time. You agree that:

You will not share your License Key with any other person, including other employees, contractors, or family members;
You will not allow any other person to use your account or your License Key, even temporarily;
You will not use the Licensed Software or License Key on behalf of any third party as a service or for the benefit of any other person or organization;
You will not assign, transfer, sell, lease, lend, sublicense, or otherwise convey the License or the License Key to any other party;
If your organization needs additional seats, you will obtain additional subscriptions and License Keys for each additional Permitted Seat.

We may, at our reasonable discretion, deactivate any License Key we believe is being used in violation of this Section. We may also implement technical measures (including device-binding, concurrent-session limits, and rate-limits) to enforce per-seat use.

4. Restrictions

You will not, and you will not permit anyone to:

Reverse-engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Licensed Software, except to the extent that applicable law expressly permits notwithstanding this restriction;
Modify, adapt, translate, or create derivative works of the Licensed Software;
Remove, alter, or obscure any copyright, trademark, license, or other proprietary-rights notice on or in the Licensed Software;
Bypass, disable, or interfere with any security feature of the Licensed Software, including license-key validation, authentication, quota enforcement, rate-limit enforcement, or device-binding;
Use the Licensed Software to develop a competing product or service;
Use the Licensed Software in violation of any applicable law (including U.S. export-control laws and economic-sanctions laws);
Use the Licensed Software to upload, process, or transmit any classified information or controlled unclassified information that you are not authorized to share with a third-party AI provider;
Publish, disclose, or make available the License Key, the Licensed Software (other than as expressly permitted), or any benchmark or performance evaluation of the Licensed Software, without our prior written consent.

5. User-Supplied API Keys

Some Licensed Software requires you to obtain a User-Supplied API Key from a third-party AI provider and to configure that key in the Licensed Software so that the Licensed Software can submit prompts to the provider on your behalf. With respect to any User-Supplied API Key:

You are solely responsible for obtaining the key, complying with the terms of the issuing provider, and paying for any usage charges the provider applies;
You authorize the Licensed Software to use your User-Supplied API Key to submit your inputs to the provider and to receive the resulting outputs;
You are responsible for safeguarding the User-Supplied API Key. The Licensed Software stores the User-Supplied API Key locally on your device under operating-system protections that we describe in the Documentation; we do not centrally store the User-Supplied API Key on our servers;
We are not the issuing provider, do not control the provider's service, and are not responsible for the provider's availability, retention practices, billing, or output;
You agree that any use of the User-Supplied API Key is, as between you and Venchur, made by you and at your direction.

6. Updates

We may from time to time release updates, upgrades, patches, or replacements of the Licensed Software. Updates may be required for continued use, may add or remove features, may impose new operational requirements (including new minimum-version requirements for operating systems), and may modify how the Licensed Software interacts with the Services. You consent to receive and install updates we make available. We may make a particular version of the Licensed Software unsupported on reasonable notice; unsupported versions may stop working with the Services.

7. Term and Termination

This License begins on the date you first install or activate the Licensed Software (or, for cloud-only access via License Key, on the date you first activate the License Key) and continues until terminated as set out in this Section.

This License terminates automatically and immediately if:

Your subscription ends, by your cancellation, by non-renewal, by your downgrade to a tier that does not include the Licensed Software, or by termination of your account;
You materially breach this License or our Terms of Service and do not cure the breach within ten (10) days after we notify you of it (or, for breaches that are not curable, immediately on notice);
We discontinue the Licensed Software or the Services in whole or in part.

On termination, you will (a) immediately stop using the Licensed Software, (b) deactivate any License Key, (c) uninstall and delete all copies of the Licensed Software in your possession or under your control (including backup copies), and (d) on our written request, certify to us that you have done so. Sections 4, 5, 8, 9, 10, 11, 12, and 13 will survive termination.

8. Ownership

The Licensed Software is licensed, not sold. Venchur (or its licensors) owns all right, title, and interest in and to the Licensed Software, the Documentation, all copies thereof, and all related intellectual-property rights. We retain all rights not expressly granted to you under this License. The "DLASB" mark and any other Venchur trademarks are owned by Venchur Ave Inc. and may not be used except as expressly authorized.

9. AI Output, Aggregation, and Sourcing

You acknowledge that the Licensed Software produces output by aggregating and interpreting information through artificial-intelligence models supplied by third-party providers. The principal sources of input to these models are: (a) documents and content you provide to the Licensed Software, and (b) publicly available reference material, such as historical procurement award data accessible from public government databases.

You further acknowledge that:

The Licensed Software's output is generated content. It is not a representation, warranty, certification, or guarantee of fact, regulatory compliance, contracting outcome, or any other matter;
AI models can produce content that is fluent and confident in tone but factually inaccurate or incomplete (so-called "hallucination");
The Licensed Software does not detect amendments, addenda, cancellations, or other revisions issued by any government agency after you upload a document. You are responsible for verifying the current status of any solicitation directly with the issuing system before bidding;
The Licensed Software does not provide legal, tax, accounting, financial, or regulatory advice;
Decisions about whether to bid, what price to bid, what packaging or sourcing to use, and what compliance posture to take are yours alone.

Output produced by the Licensed Software is informational only and you are solely responsible for verifying it against the underlying solicitation and any official government source before relying on it.

10. Disclaimers

THE LICENSED SOFTWARE AND ANY OUTPUT IT PRODUCES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VENCHUR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND TITLE. WE DO NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY OUTPUT WILL BE ACCURATE OR FIT FOR ANY PARTICULAR PURPOSE; OR THAT ANY DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VENCHUR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST CONTRACTS, LOST AWARDS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO THIS LICENSE OR THE LICENSED SOFTWARE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF VENCHUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENCHUR'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS LICENSE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO VENCHUR FOR THE RELEVANT SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).

12. Export Control and Sanctions

The Licensed Software is subject to U.S. export-control laws and to the export and sanctions laws of jurisdictions in which it is used. You agree not to export, re-export, transfer, or use the Licensed Software in violation of any such law. You represent that you are not located in, under the control of, or a national of any country to which the United States has imposed comprehensive trade sanctions, and that you are not on any U.S. government list of restricted persons.

13. U.S. Government Users

If the Licensed Software is acquired by or on behalf of the U.S. government, the Licensed Software is "commercial computer software" and the related Documentation is "commercial computer software documentation," each as defined under FAR 2.101 and DFARS 227.7202. The U.S. government's rights are limited to the rights set forth in this License. Use, duplication, or disclosure by the U.S. government is subject to the restrictions of this License and the relevant FAR and DFARS provisions.

14. General

14.1 Governing Law

This License is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of any arbitration provisions incorporated by reference from the Terms of Service.

14.2 Relationship to Terms of Service

Your use of the Licensed Software is also governed by our Terms of Service and our Privacy Policy. To the extent of any conflict between this License and the Terms of Service with respect to the Licensed Software specifically, this License controls. To the extent of any conflict with respect to the Services more broadly, the Terms of Service control.

14.3 Dispute Resolution

The dispute-resolution and arbitration provisions of our Terms of Service apply to any dispute arising from or relating to this License, including the class-action waiver and the JAMS arbitration framework, as if fully restated here.

14.4 Severability

If any provision of this License is held by a court or arbitrator of competent jurisdiction to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed; the remaining provisions will remain in full force and effect.

14.5 No Waiver; No Third-Party Beneficiaries

Failure to enforce any provision of this License is not a waiver of that provision. This License does not create any third-party beneficiary rights.

14.6 Assignment

You may not assign this License or any of your rights under it without our prior written consent. We may assign this License in connection with a merger, acquisition, financing, restructuring, or sale of assets, or to any affiliate.

14.7 Entire Agreement

This License (together with the Terms of Service and the Privacy Policy) constitutes the entire agreement between you and Venchur with respect to the Licensed Software and supersedes any prior or contemporaneous agreements, communications, or proposals on the same subject.

14.8 Contact

Venchur Ave Inc. — support@venchurave.com