POWER CLAUDE — END USER LICENSE AGREEMENT
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Copyright (c) 2025-2026 Neural-LLM. All rights reserved.

Last updated: May 11, 2026

Publisher / Licensor:
  Neural-LLM (a sole proprietorship operating under that name) ("Neural-LLM")
  1192 E Draper Pkwy # 310, Draper, UT 84020
  neural-llm.com
  Contact: support@neural-llm.com

This End User License Agreement ("Agreement") is a legal contract between
you ("Licensee", "you", "your") and Neural-LLM ("Licensor", "we",
"us", "our") governing your installation and use of the Power Claude
extension for Visual Studio Code, Cursor, and compatible editors (the
"Software"). By installing, copying, or otherwise using the Software, you
agree to be bound by the terms of this Agreement. If you do not agree,
do not install or use the Software.

The Software is licensed, not sold. Neural-LLM retains all right, title,
and interest in and to the Software, including all intellectual property
rights therein, including without limitation all copyrights, patents,
trade secrets, trademarks, and other proprietary rights. "Power Claude"
and the Power Claude logo are trademarks of Neural-LLM. You
acquire no ownership interest by installing or using the Software.

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1. SUBSCRIPTION & LICENSE GRANT
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1.1 Free Tier

Subject to your compliance with this Agreement, Neural-LLM grants you a
personal, non-exclusive, non-transferable, revocable, limited license to
install and use the free-tier features of the Software on machines you
own or control, at no charge. Free-tier features are described at
neural-llm.com/power-claude and may change at any time with reasonable
notice posted on that page.

1.2 Pro Tier

Subject to your timely payment of all applicable subscription fees and
your compliance with this Agreement, Neural-LLM grants you a personal,
non-exclusive, non-transferable, revocable license to install and use
one (1) instance of the Pro-tier Software per active paid seat for your
internal business use during the active subscription period.

Subscriptions, billing terms, plan tiers, and seat counts are described
on neural-llm.com and on your subscription confirmation receipt. Your
subscription is associated with one or more license keys ("License Key")
issued to you. License Keys are personal to you, non-transferable, and
may not be shared.

1.3 License Key Validation

The Software validates your License Key and subscription status by
communicating with Neural-LLM's license server at api.neural-llm.com.
The Software may stop providing Pro-tier features, in whole or in part,
if your License Key is revoked, your subscription lapses, is canceled, is
refunded, or is flagged for fraud or Terms of Service violation. Neural-
LLM reserves the right to revoke any License Key immediately and without
prior notice upon a material breach of this Agreement.

1.4 Free Trial

A free trial period, if offered, is governed by the same terms as a paid
Pro subscription except that no fees are due during the trial. The
Software may enforce trial expiration by disabling Pro-tier features.
Trial periods are non-renewable and limited to one per person or
organization.

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2. PERMITTED USE
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You MAY:
  (a) Install and use the Software on machines you own or control, up
      to the seat count of your active subscription.
  (b) Examine any source code that Neural-LLM publishes for the Software,
      solely for the purpose of evaluating its behavior, security, and
      compatibility with your environment.
  (c) Submit bug reports, feature requests, and suggestions to Neural-LLM
      via the issue tracker. By doing so, you grant Neural-LLM a
      perpetual, worldwide, royalty-free license to use those submissions
      to improve the Software.

You MAY NOT (without Neural-LLM's prior written consent):
  (a) Distribute, sublicense, sell, lease, rent, or otherwise transfer
      the Software, the compiled `.vsix`, any License Key, or any modified
      version thereof to any third party.
  (b) Remove, modify, obfuscate, or circumvent any license-validation,
      copy-protection, or rate-limiting mechanism contained in the
      Software.
  (c) Use the Software, or any portion of its source code, to build a
      competing product or service, or to create any derivative work for
      distribution outside your organization.
  (d) Reverse engineer, decompile, disassemble, or otherwise attempt to
      derive the source code or underlying algorithms of the Software,
      except to the extent that applicable law expressly and irrevocably
      permits such activity despite this contractual restriction, and only
      to the minimum extent required by that law.
  (e) Use the Software to violate Anthropic's Terms of Service or the
      terms of any third-party API (Claude, OpenAI, etc.) you access
      through or in conjunction with the Software.
  (f) Use the Software for any unlawful purpose or in any manner that
      could damage, disable, overburden, or impair Neural-LLM's services
      or the services of any third party.
  (g) Share, publish, or otherwise disclose your License Key to any
      person or system not authorized under your subscription.

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3. DATA HANDLING & LOCAL-PROCESSING GUARANTEE
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3.1 Files Read Locally

The Software reads files on your local machine to compute account-
rotation state, session history, and analytics. The specific file paths
accessed are:

  - ~/.claude/projects/<workspace>/*.jsonl
      (Claude Code session transcripts — read locally for analytics only)
  - ~/.claude/state/rate-limits.json
      (Active rate-limit state — read locally to drive rotation)
  - ~/.claude/state/logs/rate-limit/handler.jsonl
      (Rate-limit event history — read locally for activity feed)
  - ~/.claude/profiles/*.json
      (Account profile metadata — read locally to display account list)
  - <workspace>/devtools/claude-auth/
      (Rotation state cache written by the companion harness scripts)

These files are processed entirely on your machine. No content from
these files is transmitted to Neural-LLM or any third party, except as
described in Section 3.2.

3.2 License Validation Network Request

Solely for the purpose of validating your License Key, the Software
transmits:
  - Your License Key
  - A hashed, non-reversible machine identifier (hardware fingerprint)
  - Software version, VS Code version, and platform / OS metadata

to Neural-LLM's license server at api.neural-llm.com. The response
contains only your subscription entitlement JSON (tier, seat count,
expiration). No source code, no project files, no authentication tokens,
no session transcript content, and no user-generated content are
transmitted. The machine fingerprint cannot be used to identify you
personally.

3.3 Telemetry

Telemetry is opt-in. By default, the Software transmits no usage data
or analytics to Neural-LLM beyond the license validation request
described in Section 3.2. If you explicitly enable telemetry in the
Software's settings, you will be shown a clear disclosure of what is
sent before telemetry begins.

3.4 Privacy Policy

Neural-LLM's privacy policy at https://neural-llm.com/privacy governs
all data Neural-LLM collects. That policy is incorporated into this
Agreement by reference. In the event of a conflict between this Section 3
and the privacy policy, the privacy policy controls with respect to
personal data.

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4. INTELLECTUAL PROPERTY
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Neural-LLM owns all right, title, and interest in and to the Software,
including all source code, object code, documentation, graphics, user
interfaces, and the Power Claude name and logo (collectively, "Neural-LLM
IP"). This Agreement does not transfer any Neural-LLM IP to you. All
rights not expressly granted in this Agreement are reserved by Neural-LLM.

You agree not to challenge Neural-LLM's ownership of or the validity of
any Neural-LLM IP, and not to register or attempt to register any
trademark, trade name, or domain name confusingly similar to "Power Claude"
or "Neural-LLM."

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5. THIRD-PARTY COMPONENTS
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The Software is a Visual Studio Code extension and depends on Visual
Studio Code's extension host, Node.js runtime, and the `vscode` extension
API. The Software bundles selected open-source libraries under their
respective licenses; a complete list is available in the NOTICES file
shipped in the `.vsix` package.

Claude, Claude Code, and the Anthropic API are products of Anthropic PBC
and are not affiliated with Neural-LLM. The Software is an independent
third-party tool that interoperates with Claude Code via its public file
outputs and CLI; it is not endorsed by, sponsored by, or affiliated with
Anthropic.

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6. REFUND POLICY
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6.1 New Subscriptions

If you are dissatisfied with the Software for any reason, you may
request a full refund within fourteen (14) calendar days of your initial
purchase by contacting support@neural-llm.com. This 14-day money-back
guarantee applies once per customer account and is void if you have
previously received a refund for any Neural-LLM product.

6.2 Monthly Subscriptions

After the initial 14-day period, monthly subscriptions are billed in
advance and are non-refundable for the current billing month, except
where required by applicable law. You may cancel at any time; your
Pro-tier access continues until the end of the current paid period.

6.3 Annual Subscriptions

Annual subscriptions canceled after the 14-day period may receive a
prorated refund for the remaining full calendar months unused, at
Neural-LLM's sole discretion, unless required by applicable law.

6.4 Statutory Rights

Nothing in this Section limits any refund or cancellation rights you
may have under applicable consumer protection law in your jurisdiction.

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7. NO WARRANTY
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THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Neural-LLM does not warrant that the Software will be uninterrupted,
error-free, or that it will integrate with every version of Visual Studio
Code, Cursor, Claude Code, or any third-party tool. Neural-LLM does not
warrant that Pro-tier features will be continuously available or that the
license server will maintain 100% uptime.

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8. LIMITATION OF LIABILITY
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IN NO EVENT SHALL NEURAL-LLM BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO
USE THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE, EVEN IF NEURAL-LLM HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

NEURAL-LLM'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, FOR ANY AND
ALL CLAIMS ARISING IN ANY 12-MONTH PERIOD, SHALL NOT EXCEED THE TOTAL
AMOUNT YOU ACTUALLY PAID TO NEURAL-LLM FOR THE SOFTWARE IN THE TWELVE (12)
CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
LIABILITY. WHERE YOUR LICENSE IS ON A FREE TIER AND NO FEES WERE PAID,
NEURAL-LLM'S MAXIMUM LIABILITY IS USD $50.00.

Some jurisdictions do not allow the exclusion or limitation of certain
damages. In such jurisdictions, the above limitations apply to the maximum
extent permitted by applicable law.

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9. TERMINATION
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9.1 Automatic Termination

This Agreement and your license to use the Software terminate
automatically without notice if you:
  (a) breach any material term of this Agreement;
  (b) use the Software to circumvent, abuse, or facilitate abuse of any
      third-party Terms of Service;
  (c) attempt to transfer, share, resell, or sublicense your License Key;
  (d) initiate a fraudulent chargeback or abuse the refund policy.

9.2 License Server Revocation

Neural-LLM may revoke your License Key immediately and without prior
notice upon any event described in Section 9.1. Upon revocation, the
Software will transition to Free-tier functionality (where available) or
cease functioning.

9.3 Effect of Termination

Upon termination, your license to use the Software ends immediately. You
must uninstall the Software from all devices and destroy all copies in
your possession. Sections 4, 8, 10, 11, 12, and 13 survive termination.

9.4 Subscription Cancellation

You may cancel your subscription at any time via your billing portal.
Cancellation does not entitle you to a refund beyond what is provided in
Section 6.

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10. EXPORT CONTROLS
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The Software may be subject to United States export control laws,
including the Export Administration Regulations (EAR) and the sanctions
programs administered by the U.S. Office of Foreign Assets Control
(OFAC). You may not use, export, re-export, import, or transfer the
Software except in full compliance with such laws and regulations.

In particular, you may not use or transfer the Software to, or for the
benefit of, any person or entity:
  (a) located in a country or territory that is subject to comprehensive
      U.S. trade sanctions (currently including Cuba, Iran, North Korea,
      Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
  (b) listed on the U.S. Specially Designated Nationals (SDN) List or
      any other applicable restricted-party list; or
  (c) for any end use prohibited under applicable export control laws,
      including the development of chemical, biological, nuclear, or
      radiological weapons.

By using the Software, you represent and warrant that you are not located
in, under the control of, or a national or resident of any such country
or territory, and that you are not on any such restricted-party list.

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11. GOVERNING LAW & DISPUTE RESOLUTION
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This Agreement shall be governed by the laws of the United States and
the State of Utah, without regard to its conflict-of-laws
principles. Any dispute, claim, or controversy arising out of or relating
to this Agreement, including its breach, termination, enforcement,
interpretation, or validity, shall be resolved exclusively in the state
or federal courts located in Draper, Utah, and you irrevocably
consent to personal jurisdiction and venue in those courts.

JURY TRIAL WAIVER: TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A JURY TRIAL
IN ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

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12. CHANGES TO THIS AGREEMENT
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Neural-LLM may revise this Agreement from time to time. Material changes
will be announced at neural-llm.com/power-claude and will take effect for
existing subscriptions at the start of the next billing period following
the announcement (minimum 14 days notice for material changes). Your
continued use of the Software after the effective date constitutes your
acceptance of the revised terms.

For Free-tier users, continued use of the Software after the effective
date of any revision constitutes acceptance of the revised terms.

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13. GENERAL PROVISIONS
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13.1 Entire Agreement

This Agreement, together with the privacy policy at neural-llm.com/privacy,
constitutes the entire agreement between you and Neural-LLM with respect
to the Software and supersedes all prior or contemporaneous agreements,
representations, warranties, and understandings.

13.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable,
that provision will be limited or eliminated to the minimum extent
necessary and the remaining provisions will remain in full force and effect.

13.3 No Waiver

Neural-LLM's failure to enforce any right or provision of this Agreement
will not be deemed a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations
hereunder without Neural-LLM's prior written consent. Neural-LLM may
assign this Agreement in connection with a merger, acquisition,
reorganization, or sale of all or substantially all of its assets.

13.5 Force Majeure

Neural-LLM will not be liable for any failure or delay resulting from
causes beyond its reasonable control, including acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, flood, or
earthquakes.

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14. CONTACT
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Questions, license inquiries, or refund requests:
  support@neural-llm.com

Neural-LLM
1192 E Draper Pkwy # 310, Draper, UT 84020
https://neural-llm.com

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Document history:
  2026-05-04 — Initial EULA (Claude Account Rotator)
  2026-05-08 — Revised for v1.0.0 marketplace release: product renamed
               Power Claude; free tier added; refund policy (14-day
               money-back guarantee + prorated annual); data-stays-local
               guarantee expanded to enumerate all file paths read; export
               control section added; IP / trademark section expanded;
               License Key revocability and non-transferability
               strengthened; jury-trial waiver added.
               [claude:opus-4.7-1m][stack:v0.2.0]
  2026-05-11 — Entity name finalized as Neural-LLM (sole proprietorship,
               no LLC/Inc. registration); governing jurisdiction set to
               State of Utah; venue set to Draper, Utah; registered
               address filled in. [claude:opus-4.7-1m][stack:v0.2.0]
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