AC GRAM LLC — Terms of Sale

Effective Date: April 22, 2026 Last Updated: April 22, 2026 Version: 2.1 Supersedes: v2.0 (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

AC GRAM 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 Trademark and Naming Rights

ACGRAM® Service Mark. ACGRAM® is a federally registered service mark of ACGRAM LLC (United States Patent and Trademark Office Registration No. 8,212,409, registered April 14, 2026, International Class 35, Principal Register). The ACGRAM® service mark covers on-line retail store services featuring information technology products and services. The ACGRAM® service mark is NOT included in any Blueprint transfer, license, or acquisition and remains at all times the exclusive property of ACGRAM LLC.

Blueprint Working Titles. Each ACGRAM Blueprint™ is delivered under a working title assigned by ACGRAM for identification, marketing, and demonstration purposes (for example, "Quote2Me" is the working title for Blueprint #41). Blueprint working titles are held by ACGRAM under common-law trademark rights only. No federal, state, or international trademark registration exists for any Blueprint working title unless explicitly stated in the Purchase Agreement.

Buyer Rebrand Rights. Upon completion of a Full IP Acquisition or execution of a Purchase Agreement that transfers product naming rights, you receive the right to retain, modify, or replace the Blueprint working title for your commercial deployment. You are free to rebrand the product under any name of your choosing, subject to your own trademark clearance and registration process.

No Trademark Clearance Representation. ACGRAM makes no representation or warranty regarding the availability, registrability, or non-infringement of any Blueprint working title in any jurisdiction, industry sector, or international class. You are solely responsible for conducting trademark clearance searches and obtaining trademark registrations in your intended markets prior to commercial use of any Blueprint working title or derivative mark.

No Use of ACGRAM Marks After Transfer. Following transaction completion, you may not use the ACGRAM® service mark, the ACGRAM name, or the ACGRAM Blueprints™ mark in any public-facing manner in connection with the transferred Blueprint, except as reasonably required for legal attribution or as expressly permitted in the Purchase Agreement.

8.4 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.

8.5 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. (f) Trademark availability or non-infringement of Blueprint working titles in any jurisdiction (see Section 8.3).

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.

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

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

© 2026 ACGRAM LLC. All rights reserved. ACGRAM® is a federally registered service mark of ACGRAM LLC (USPTO Reg. No. 8,212,409, Class 35). ACGRAM Blueprints™ and Quote2Me™ are trademarks of ACGRAM LLC held under common-law rights.