Aevora Collective Licensing Agreement (ACE SaaS Deployment)

1 Parties

This Licensing Agreement (“Agreement”) is entered into between:

Licensor: Aevora International Real Estate Limited and Aevora Concierge Services, and its affiliated platforms including Aria AI and ACE Operating System collectively marketed as the “Aevora Collective” (“Aevora”, “we”, “our”, “us”).

2 Licensed Product

This Agreement governs the enterprise deployment of:

• ACE OS: Aevora’s proprietary operating system for client management, finance, editorial, concierge, and strategic workflows.

Licensee may deploy ACE OS as a Software-as-a-Service (SaaS) solution for internal business use, with optional white-labelling subject to approval.

3 Grant of License

• Non-exclusive, non-transferable, and revocable license
• Deployment of ACE OS within Licensee’s organization or subsidiaries
• For internal business operations only
• Optional white-labelling rights (defined in Schedule A)

Licensee may not sublicense, resell, or redistribute ACE OS under this Agreement.

4 White-Labelling Terms

If approved, Licensee may:

• Rebrand ACE OS interface and modules with Licensee’s identity
• Customize UI/UX within permitted boundaries
• Maintain Aevora’s backend architecture and audit access

All white-labelling must comply with Aevora’s brand integrity and technical standards.

5 Fees & Payment

• License fees are based on deployment scale, user tiers, and support levels
• Payment terms: Pre-deployment
• Late payments may result in suspension
• All fees are exclusive of taxes unless stated

6 Intellectual Property

• ACE OS remains the exclusive property of Aevora Collective
• Licensee may not reverse engineer, replicate, or create derivative works
• Custom modules or enhancements must be reviewed for joint IP eligibility
• Branding, architecture, and system logic are protected under applicable IP law

7 Data Protection & Compliance

• Comply with Hong Kong PDPO and EU GDPR where applicable
• Implement encryption, access controls, and incident response protocols
• Ensure end-user transparency and consent mechanisms
• Notify Aevora of any data breach within 24 hours

8 Support & Maintenance

Aevora will provide:

• Technical onboarding and documentation
• Tiered support based on license level
• Scheduled updates and feature enhancements

Licensee is responsible for internal user training and first-line support.

9 Confidentiality

Both parties agree to maintain confidentiality regarding:

• Source code, architecture, and proprietary algorithms
• Commercial terms and strategic roadmaps
• Client data and operational insights

This obligation survives termination.

10 Term & Termination

• Initial term: [Insert Duration], renewable annually
• Either party may terminate with 60 days’ written notice
• Immediate termination for breach, misuse, or reputational risk

Upon termination:

• Access to ACE OS must cease
• Outstanding fees remain payable
• Confidentiality and IP clauses remain in effect

11 Indemnity & Liability

• Licensee shall indemnify Aevora against claims from misuse, data breaches, or unauthorized deployment
• Aevora’s liability is capped at aggregate fees paid in the preceding 12 months

12 Dispute Resolution

Disputes shall be resolved via arbitration in Hong Kong under HKIAC rules. Both parties agree to good-faith negotiation prior to formal proceedings.

13 Governing Law

This Agreement is governed by the laws of Hong Kong SAR. Jurisdiction lies exclusively with the courts of Hong Kong.

14 Contact

For licensing inquiries:

Email: admin@aevoracollective.com

Mailing Address:
Unit B, 3/F, Chun Wah Commercial Building,
30 Minden Ave, Tsim Sha Tsui, Kowloon, Hong Kong
(By appointment only)