Terms of Sale

# ACGRAM LLC — Terms of Sale

**Effective Date:** April 4, 2026
**Last Updated:** April 4, 2026

These Terms of Sale ("Terms") govern all transactions involving
the purchase, licensing, or acquisition of intellectual property
assets ("Blueprints") from ACGRAM LLC ("ACGRAM," "we," "us,"
or "our"). By engaging with ACGRAM in any transaction, inquiry,
or evaluation of our Blueprints, you ("Buyer," "you," or "your")
agree to be bound by these Terms.

---

## 1. About ACGRAM and What We Sell

ACGRAM LLC is a software IP product studio organized under the
laws of the State of Wyoming. We build production-ready software
IP assets — branded as ACGRAM Blueprints™ — and sell or license
them to qualified business buyers.

**What we sell:** Complete software codebases, including source
code, documentation, data models, user interface designs,
architectural specifications, security frameworks, compliance
logic, marketing assets, and associated intellectual property.

**What we do NOT sell:** Consumer software, subscription services,
or digital downloads for personal use. All transactions are
business-to-business (B2B).

**What we do NOT do:** Operate products commercially, collect
revenue from end users, or provide ongoing customer support to
your end users. Once a Blueprint is transferred, you assume full
responsibility for commercial deployment and operation.

---

## 2. Eligibility

By entering into a transaction under these Terms, you represent
and warrant that:

(a) You are a business entity or an authorized representative of
a business entity.

(b) You are acquiring the Blueprint for commercial or business
purposes, not for personal, family, or household use.

---

## 3. How Transactions Work

### 3.1 Evaluation

Buyers may evaluate Blueprints through live demonstrations,
product presentations, and published specifications. Detailed
technical access (source code, architecture documents, security
audit results) is provided only after execution of a Mutual
Non-Disclosure Agreement.

### 3.2 Purchase Agreement

Each transaction is governed by a separate Purchase Agreement
that specifies the Blueprint, deal structure, pricing, territory,
and any special terms. These Terms of Sale are incorporated by
reference into every Purchase Agreement unless explicitly
overridden in writing.

### 3.3 Deal Structures

We offer the following deal structures. The applicable structure
is specified in your Purchase Agreement:

**Full IP Acquisition:** Permanent transfer of all intellectual
property rights. You may modify, rebrand, sublicense, or resell
without restriction. ACGRAM retains no ownership interest.

**Annual License:** ACGRAM retains IP ownership. You receive the
right to deploy, operate, and modify the Blueprint within the
scope and term defined in your Purchase Agreement. Renewable
annually.

**Hybrid:** Combination of upfront payment and royalty or
revenue-sharing arrangement for a defined period.

**Regional License:** Exclusive or non-exclusive rights within a
defined geographic territory. ACGRAM may license the same
Blueprint to different buyers in non-overlapping territories.

**Platform License:** Rights to deploy and operate the Blueprint
within a specific e-commerce or technology platform ecosystem.

**Vertical License:** Rights to deploy and operate the Blueprint
within a defined industry sector.

**Portfolio License:** Multiple Blueprints acquired or licensed
under a single Purchase Agreement with negotiated bundle terms.

---

## 4. Pricing and Payment

### 4.1 Pricing

Blueprint pricing is determined by IP valuation and negotiation.
Minimum transaction floor: $5,000 per Blueprint. All prices are
in United States Dollars (USD) unless otherwise specified.

### 4.2 Payment Methods

We accept wire transfer (ACH or international), credit card
(via Stripe), invoicing with Net 30 terms (qualified buyers),
and B2B financing through approved partners.

### 4.3 Payment Plans

For transactions exceeding $25,000, structured payment plans may
be available at ACGRAM's sole discretion. Payment plan terms,
including financing premiums and access restrictions during the
payment period, are specified in the Purchase Agreement.

### 4.4 Late Payments

Payments not received within 15 days of the due date accrue
interest at the lesser of 1.5% per month or the maximum rate
permitted by applicable law.

---

## 5. All Sales Are Final

**All intellectual property transactions are final.** Once
Deliverables have been transferred or access has been provided,
no refunds, returns, cancellations, credits, or chargebacks will
be issued, except as expressly required by applicable law that
cannot be waived by agreement.

Intellectual property cannot be meaningfully returned. Once
source code and proprietary business logic have been disclosed,
ACGRAM cannot restore the confidentiality of the transferred
materials.

We provide reasonable access to demonstrations, specifications,
and documentation before you commit. You acknowledge that you
have had adequate opportunity to evaluate the Blueprint before
entering into a transaction.

---

## 6. What You Get

Every transaction includes a standardized Blueprint Sale Kit:

- Complete source code and codebase
- Technical architecture documentation
- Deployment and transfer guide
- Build documentation and post-mortem
- Feature gating matrix and pricing architecture
- Security audit results
- IP Valuation Summary
- Marketing assets and product positioning
- Legal framework templates (Terms of Service, Privacy Policy,
Acceptable Use Policy)
- Acceptance Certificate

Additional materials may be included as specified in your
Purchase Agreement.

---

## 7. Post-Sale Transition Support

For 90 calendar days following transaction completion:

- One technical walkthrough (up to 2 hours) of the codebase
- Up to 10 hours of email-based technical Q&A
- Bug remediation for defects existing at time of transfer
- Transfer assistance (code repository, domain, third-party
service accounts)

This does NOT include: new feature development, customization,
end-user support, ongoing hosting, or integration with your
existing systems.

Extended support beyond 90 days may be purchased separately.

---

## 8. Intellectual Property

### 8.1 Ownership

ACGRAM is the sole owner of all intellectual property in its
Blueprints at the time of transaction, free and clear of liens
or encumbrances.

### 8.2 Transfer of Rights

Upon completion of a Full IP Acquisition, all IP rights transfer
to you permanently. For license-based transactions, ACGRAM
retains ownership and grants you rights as specified in your
Purchase Agreement.

### 8.3 AI-Assisted Development

ACGRAM Blueprints™ are developed with the assistance of AI
tools, including Anthropic Claude and OpenAI ChatGPT, under
human creative direction. All architectural decisions, feature
specifications, and design choices are made by ACGRAM's human
team. AI tools serve as coding assistants, not autonomous
creators.

We disclose this in the interest of transparency. The legal
treatment of AI-assisted software under copyright law is
evolving. You should consult your own legal counsel regarding
implications for your jurisdiction.

### 8.4 Third-Party Components

ACGRAM Blueprints use open-source libraries licensed under
commercially permissive terms (MIT, Apache 2.0, BSD). No
copyleft-licensed components (GPL, AGPL) are included. A
complete dependency list is provided in the Deliverables.

---

## 9. Pre-Revenue Disclosure

ACGRAM Blueprints™ are production-ready software IP assets sold
without existing customers, revenue streams, or active user
bases unless otherwise stated.

This reflects our business model: we build and sell IP. We do
not operate products commercially. The absence of existing
revenue is by design, not a deficiency.

Revenue projections, market analyses, and competitive
positioning we provide are for informational purposes only and
do not constitute guarantees of future performance.

---

## 10. Warranties and Disclaimers

### 10.1 What We Warrant

(a) We have full authority to sell or license the Blueprint.
(b) We own the IP, free of third-party claims to our knowledge.
(c) The Blueprint substantially conforms to its Specification at
the time of transfer.
(d) Documentation is complete and sufficient for a qualified team
to deploy and operate the Blueprint.

### 10.2 What We Do Not Warrant

(a) Revenue, commercial performance, or business outcomes.
(b) Fitness for your particular business requirements beyond the
Specification.
(c) Compliance with laws in your operating jurisdictions.
(d) Ongoing compatibility with third-party platforms that may
change their APIs or policies after the transaction date.
(e) Invulnerability to all security threats.

### 10.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10.1, BLUEPRINTS
ARE PROVIDED "AS IS" AND "AS AVAILABLE." ACGRAM DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

---

## 11. Limitation of Liability

ACGRAM's total aggregate liability for any transaction shall not
exceed the total amount paid by you under the applicable Purchase
Agreement.

IN NO EVENT SHALL ACGRAM BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION,
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

---

## 12. Indemnification

You agree to indemnify, defend, and hold harmless ACGRAM from
any claims, damages, losses, costs, and expenses (including
reasonable attorney fees) arising from your deployment, operation,
modification, or commercialization of the Blueprint after
transfer.

---

## 13. Confidentiality

Information shared during the evaluation period is governed by
the Mutual Non-Disclosure Agreement executed between the parties.

For license-based transactions, you shall maintain the
confidentiality of the source code and proprietary architecture,
except as required to deploy and operate the Blueprint or as
required by law.

---

## 14. Data Privacy

Blueprints are delivered without personal data or customer
information. Any seed or demo data contains only fictional,
illustrative information.

You are solely responsible for ensuring your deployment complies
with applicable data privacy laws in your jurisdictions (GDPR,
CCPA/CPRA, PIPEDA, etc.).

Privacy frameworks included in Blueprints are templates and
starting points, not legal advice.

---

## 15. Modifications to These Terms

**ACGRAM reserves the right to modify, update, or replace these
Terms of Sale at any time, at its sole discretion.** Changes
become effective upon posting the updated Terms to acgram.com
with a revised "Last Updated" date.

Material changes will be communicated to active transaction
parties via email. Your continued engagement with ACGRAM after
changes are posted constitutes acceptance of the modified Terms.

For transactions already governed by an executed Purchase
Agreement, the Terms in effect at the time of execution shall
apply to that transaction unless both parties agree in writing
to adopt the updated Terms.

We encourage you to review these Terms periodically for changes.

---

## 16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming,
United States of America, without regard to conflict of laws
provisions.

Disputes shall be resolved first through good-faith negotiation
(30 days), then non-binding mediation, and finally binding
arbitration under the American Arbitration Association's
Commercial Arbitration Rules. Arbitration may be conducted
remotely.

Either party may seek injunctive relief in any court of
competent jurisdiction to prevent irreparable harm.

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## 17. General Provisions

**Entire Agreement.** These Terms, together with the applicable
Purchase Agreement, NDA, and any exhibits, constitute the entire
agreement between the parties.

**Severability.** If any provision is held invalid, the remaining
provisions continue in full force.

**Assignment.** You may not assign your rights without our prior
written consent, except in connection with a merger or
acquisition of substantially all of your assets.

**Force Majeure.** Neither party is liable for delays caused by
circumstances beyond reasonable control.

**Waiver.** Failure to enforce any provision does not constitute
a waiver of that provision.

**Notices.** All notices shall be in writing, sent to the
addresses specified in the Purchase Agreement or to
Submit a Contact Request

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## 18. Contact

ACGRAM LLC
Submit a Contact Request
https://acgram.com

For transaction inquiries: https://acgram.com/pages/request-a-quote
For product demonstrations: https://quote2-me.base44.app/demo

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