BREEZEBLUE RESEARCH AND NON-COMMERCIAL LICENSE AGREEMENT

Version 1.0
Last Updated: August 25, 2026

This BreezeBlue Research and Non-Commercial License Agreement (the
"Agreement") is entered into between RESONIA, INC., doing business as
BreezeBlue ("BreezeBlue," "Licensor," "we," or "us"), and the individual or
entity accessing, using, modifying, or distributing any Model Materials
("You," "Your," or "Licensee").

By accessing, downloading, using, modifying, or distributing any portion of
the Model Materials or a Derivative Model, You acknowledge that You have read,
understood, and agreed to this Agreement. If You act on behalf of an entity,
You represent that You have authority to bind that entity, and "You" includes
both You and that entity.

This Agreement permits research and non-commercial use of the Model Materials
free of charge. It does not grant any commercial rights and is not an open
source license. Commercial use requires a separate written license from
BreezeBlue.


1. DEFINITIONS

1.1 "Model" means the Breeze TTS 2 model.

1.2 "Model Materials" means the Model weights, checkpoints, parameters,
adapters, model-specific tokenizer or codec weights, embeddings, and other
machine-learning artifacts that BreezeBlue expressly makes available under
this Agreement, together with any accompanying documentation expressly
designated as part of the Model Materials.

Model Materials do not include source code expressly licensed under the
Apache License, Version 2.0, or any third-party component made available under
its own license.

1.3 "Derivative Model" means any modification, adaptation, fine-tune, LoRA,
merge, quantization, distillation, or other model that is based on or derived
from the Model Materials, including a model created using the weights,
parameters, activations, embeddings, or Outputs of the Model Materials to
replicate or materially transfer their speech or audio generation
capabilities. Outputs themselves are not Derivative Models.

1.4 "Output" means audio, speech, text, metadata, or other content generated
by the Model Materials or a Derivative Model in response to an input.

1.5 "Research Purpose" means academic or scientific research that is not
primarily intended for commercial advantage or monetary compensation,
including peer-reviewed research, reproducibility studies, benchmarking,
evaluation, security testing, and red-teaming.

1.6 "Non-Commercial Purpose" means personal, educational, hobbyist, or other
use that is not primarily intended for commercial advantage or monetary
compensation, including limited evaluation and testing.

1.7 "Commercial Purpose" means any use primarily intended for or directed
toward commercial advantage, business benefit, or monetary compensation,
whether direct or indirect. Commercial Purpose includes, without limitation:

(a) production use or use in a product, service, or business operation;

(b) hosting or making the Model Materials, a Derivative Model, or their
functionality available through an API, SaaS offering, application, plug-in,
website, or other service;

(c) creating or providing content, products, or services for a fee, for a
client, in connection with advertising, sponsorship, subscription revenue,
or any other monetized activity;

(d) using the Model Materials, a Derivative Model, or Outputs for an
organization's internal operations beyond limited evaluation; or

(e) distributing, licensing, selling, or otherwise commercializing the Model
Materials or a Derivative Model.

The status of a Licensee as a for-profit entity does not, by itself, make
limited internal research, benchmarking, evaluation, security testing, or
red-teaming a Commercial Purpose, provided that the use is not deployed in
production, made available to customers or other external end users, used to
generate revenue, or used to train or improve a non-BreezeBlue generative
model.

1.8 "Affiliate" means an entity that directly or indirectly controls, is
controlled by, or is under common control with a party, where "control" means
ownership or control of more than fifty percent (50%) of the voting interests
of that entity.


2. RESEARCH AND NON-COMMERCIAL LICENSE

Subject to Your continued compliance with this Agreement, BreezeBlue grants
You a limited, non-exclusive, worldwide, non-transferable, non-sublicensable,
royalty-free license under BreezeBlue's intellectual property rights in the
Model Materials to:

(a) access, use, reproduce, and modify the Model Materials;

(b) create Derivative Models; and

(c) distribute the Model Materials and Derivative Models as expressly
permitted by Section 4,

in each case solely for a Research Purpose or Non-Commercial Purpose.

No rights are granted except as expressly stated in this Agreement.


3. COMMERCIAL USE

No Commercial Purpose is permitted under this Agreement. Any Commercial
Purpose involving the Model Materials, a Derivative Model, or an Output
requires a separate written commercial license from BreezeBlue.

For clarity, this Agreement does not include a creator, content monetization,
small-business, revenue-threshold, or other implied commercial-use exception.

This Agreement governs only the open-weight Model Materials and their
self-hosted use. Outputs generated through BreezeBlue's hosted products or
APIs are governed by the applicable Terms of Service, plan terms, and any
separate written agreement, rather than this Agreement.

For commercial licensing inquiries, contact:

Website: https://breezeblue.ai
Email: contact@breeze.blue


4. DISTRIBUTION AND ATTRIBUTION

You may distribute the Model Materials or a Derivative Model solely for a
Research Purpose or Non-Commercial Purpose and only if You:

(a) provide every recipient with a complete copy of this Agreement and any
NOTICE file accompanying the Model Materials;

(b) retain all copyright, attribution, provenance, and proprietary notices;

(c) include the following notice in a NOTICE file distributed with the Model
Materials or Derivative Model:

"Breeze TTS 2 is licensed under the BreezeBlue Research and Non-Commercial
License Agreement. Copyright (c) 2026 RESONIA, INC. All Rights Reserved.";

(d) clearly identify any modifications You made and, for a Derivative Model,
state prominently in its model card, repository, and documentation:

"Derived from Breeze TTS 2 by BreezeBlue and licensed for research and
non-commercial use only.";

(e) license the distributed Model Materials or Derivative Model under this
Agreement without adding terms that conflict with or reduce the protections
of this Agreement; and

(f) ensure that each recipient independently accepts this Agreement before
accessing or using the Model Materials or Derivative Model.

You may not use "BreezeBlue," "Breeze TTS 2," or any confusingly similar name
as the primary name of a Derivative Model, product, or service, or in any way
that suggests endorsement, affiliation, official status, or successor status.
Reasonable descriptive attribution required by this Section is permitted.

Publication of non-commercial research results, benchmark results, and
illustrative samples in papers, reports, conference presentations, model
cards, repositories, or non-monetized demonstrations is permitted, provided
that You reasonably acknowledge Breeze TTS 2 and comply with this Agreement.


5. USE RESTRICTIONS

You will not, and will not permit any third party to:

(a) use the Model Materials, a Derivative Model, or any Output for a
Commercial Purpose without a separate written commercial license;

(b) use the Model Materials, a Derivative Model, or any Output to create,
train, fine-tune, distill, evaluate for training selection, or otherwise
improve any non-BreezeBlue foundational or generative speech, audio,
language, or multimodal model, except for creating a Derivative Model solely
for a Research Purpose or Non-Commercial Purpose under this Agreement;

(c) use the Model Materials, a Derivative Model, or any Output to clone,
simulate, imitate, or impersonate a real person's voice, identity, likeness,
or persona without that person's explicit and legally sufficient consent;

(d) submit or use reference audio, speaker embeddings, voice prompts,
recordings, performances, or other materials unless You have all rights,
licenses, permissions, and consents necessary for that use;

(e) use the Model Materials, a Derivative Model, or any Output to defraud,
deceive, harass, stalk, threaten, defame, exploit, or cause harm to any person;

(f) generate or distribute sexual, exploitative, or otherwise harmful content
involving a minor;

(g) engage in deceptive political persuasion, election interference, voter
suppression, synthetic robocalls, or false impersonation of a candidate,
public official, or other person in a political context;

(h) identify, authenticate, track, surveil, or profile a person using voice or
other biometric characteristics without a lawful basis and all consent
required by applicable law;

(i) distribute synthetic audio in circumstances where a reasonable person
would be materially misled about its origin or authenticity, or fail to make
any disclosure required by applicable law;

(j) remove, obscure, alter, or circumvent any copyright notice, attribution,
watermark, provenance signal, safety mechanism, or other proprietary notice
included in the Model Materials or Outputs;

(k) attempt to extract or reconstruct non-public training data, source data,
trade secrets, or proprietary components from the Model Materials, except to
the extent such a restriction is prohibited by applicable law; or

(l) use, export, re-export, transfer, or make available the Model Materials or
a Derivative Model in violation of any applicable law, regulation, export
control, or trade sanction.

Nothing in Section 5(k) prohibits ordinary inspection, loading, conversion,
quantization, modification, or fine-tuning of the released Model Materials as
expressly permitted by this Agreement.


6. LEGAL COMPLIANCE AND THIRD-PARTY RIGHTS

You are solely responsible for ensuring that Your use of the Model Materials,
Derivative Models, inputs, and Outputs complies with all applicable laws and
regulations and does not infringe or violate any third-party right, including
intellectual property, privacy, publicity, biometric privacy,
recording-consent, consumer-protection, election, and other applicable rights.

This Agreement grants no right to use, reproduce, clone, simulate, imitate,
or otherwise exploit any third-party voice, identity, likeness, persona,
performance, recording, copyrighted work, trademark, or other protected
material. You are solely responsible for obtaining all necessary rights,
licenses, permissions, notices, and consents.

BreezeBlue does not represent or warrant that any Model Material or Output is
cleared for Your intended use, unique, accurate, non-infringing, or suitable
for any particular purpose.


7. INTELLECTUAL PROPERTY

7.1 Model Materials. BreezeBlue and its licensors retain all right, title, and
interest in and to the Model Materials. Except for the limited license granted
in Section 2, no right or interest in the Model Materials is transferred to
You.

7.2 Derivative Models. As between You and BreezeBlue, You own the original
modifications You contribute to a Derivative Model, to the extent permitted by
applicable law. That ownership is subject to BreezeBlue's ownership of the
underlying Model Materials and to every restriction in this Agreement. A
Derivative Model remains governed by this Agreement.

7.3 Outputs. As between You and BreezeBlue, and to the extent permitted by
applicable law, You own Outputs You lawfully generate. Output ownership does
not remove or limit the non-commercial restrictions in this Agreement, grant
rights in third-party material, or authorize any use prohibited by this
Agreement.

7.4 Trademarks. No trademark license is granted except the limited right to
make accurate descriptive references required for attribution under Section
4. All goodwill arising from permitted use of BreezeBlue's marks belongs to
BreezeBlue.

7.5 Feedback. If You voluntarily provide suggestions, comments, or other
feedback about the Model Materials, You grant BreezeBlue a perpetual,
irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable,
non-exclusive license to use and exploit that feedback without restriction or
compensation.

7.6 Intellectual Property Claims. If You or Your Affiliate brings a claim or
legal proceeding alleging that the Model Materials, a Derivative Model, or an
Output infringes intellectual property rights owned or licensable by You or
Your Affiliate, the licenses granted to You under this Agreement terminate
automatically when the claim or proceeding is filed.


8. REPRESENTATIONS

You represent and warrant that:

(a) You have legal capacity and authority to enter into this Agreement;

(b) You will use and distribute the Model Materials, Derivative Models, and
Outputs only as permitted by this Agreement;

(c) You have all necessary rights and consents for Your inputs and intended
uses; and

(d) You are not prohibited from receiving or using the Model Materials under
applicable export-control, sanctions, or other laws.


9. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MODEL MATERIALS,
DERIVATIVE MODELS, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND
"AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

BREEZEBLUE DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY, RELIABILITY, SECURITY, AND ANY WARRANTY THAT THE MODEL MATERIALS OR
OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, UNIQUE, OR SUITABLE FOR YOUR USE.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND LAWFULNESS
OF YOUR USE AND ASSUME ALL RISKS ARISING FROM THAT USE.


10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREEZEBLUE AND ITS
AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS
WILL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF
PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE MODEL MATERIALS, ANY DERIVATIVE MODEL, OR ANY OUTPUT,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREEZEBLUE'S TOTAL
AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT
EXCEED ONE HUNDRED U.S. DOLLARS (US$100).


11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless BreezeBlue and its
Affiliates, licensors, officers, directors, employees, contractors, and agents
from and against any third-party claim, demand, action, proceeding, damage,
loss, liability, judgment, settlement, cost, or expense, including reasonable
attorneys' fees, arising out of or relating to:

(a) Your access to, use, modification, or distribution of the Model Materials
or a Derivative Model;

(b) Your inputs or Outputs;

(c) Your violation of this Agreement or applicable law; or

(d) Your infringement, misappropriation, or violation of any third-party
right.


12. TERM AND TERMINATION

This Agreement begins when You first access or use the Model Materials and
continues until terminated.

BreezeBlue may terminate this Agreement if You materially breach it. For a
material breach that is reasonably capable of cure, BreezeBlue will provide
written notice and at least thirty (30) days to cure before termination.
BreezeBlue may terminate immediately for a breach of Section 3, Section 5, or
applicable law, or where delay would reasonably create legal, security, fraud,
or safety risk.

Upon termination, You must immediately cease using and distributing the Model
Materials and Derivative Models, delete all copies under Your control, and,
upon reasonable request, confirm deletion in writing. Termination does not
require deletion of an Output lawfully created before termination, but no
Output may be used in violation of this Agreement or applicable law.

BreezeBlue may stop distributing the Model Materials prospectively. Such
discontinuation alone does not terminate rights already granted to a Licensee
that remains in compliance with this Agreement.

Sections 3, 5, 6, 7, 9, 10, 11, 12, and 13 survive termination to the extent
necessary to give them effect.


13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the
State of Delaware, without regard to its conflict-of-laws principles. The
United Nations Convention on Contracts for the International Sale of Goods
does not apply.

To the extent permitted by applicable law, any dispute arising out of or
relating to this Agreement shall be brought exclusively in the state or
federal courts located in the State of Delaware, and each party consents to
the personal jurisdiction and venue of those courts.


14. MISCELLANEOUS

14.1 Entire Agreement. This Agreement and any NOTICE file accompanying the
Model Materials constitute the entire agreement concerning the Model
Materials and supersede prior or contemporaneous understandings concerning
the same subject matter.

14.2 Separate Software Licenses. Source code and third-party components may be
made available under separate licenses. Those separate licenses govern only
the materials expressly identified as subject to them and do not grant any
right to use the Model Materials.

14.3 Assignment. You may not assign or transfer this Agreement or any right
under it without BreezeBlue's prior written consent. BreezeBlue may assign
this Agreement in connection with a merger, acquisition, reorganization, sale
of assets, or operation of law.

14.4 Severability. If any provision is held invalid or unenforceable, it will
be enforced to the maximum extent permitted, and the remaining provisions
will remain in effect.

14.5 No Waiver. Failure to enforce a provision is not a waiver of the right to
enforce it later.

14.6 No Endorsement. Nothing in this Agreement creates an agency,
partnership, joint venture, employment, fiduciary, sponsorship, or endorsement
relationship between the parties.

14.7 Updates. BreezeBlue may publish new versions of this Agreement. A new
version applies only if You expressly accept it or access Model Materials
released under that new version. Your continued use of a previously obtained
version of the Model Materials remains governed by the version You accepted,
unless applicable law requires otherwise.


15. CONTACT

Questions and commercial licensing requests may be sent to:

RESONIA, INC., doing business as BreezeBlue
Website: https://breezeblue.ai
Email: contact@breeze.blue