MASTRA ENTERPRISE EDITION LICENSE
Version 2.0  |  Effective September 22nd, 2026
Copyright © 2026 Kepler Software Inc. All rights reserved.

This Mastra Enterprise Edition License (this License) governs your use of those components, modules, features, and functionality of the Mastra software that Kepler Software Inc., a Delaware corporation doing business as “Mastra” (Kepler, we or us), designates as Enterprise Features. It is published by Kepler and applies to you, and to any entity you represent, from the moment you access, install, copy, or use any Enterprise Feature.

Enterprise Features are made available in source-available form. They are not open source. Source availability lets you read, build, modify, and test the code; it does not permit Production Use, and it does not permit redistribution.

1. SCOPE, ACCEPTANCE AND RELATIONSHIP TO OTHER AGREEMENTS.
1.1. Scope.  This License applies only to Enterprise Features. Software that Kepler makes available under an open-source license is governed by that license and not by this License, and nothing in this License limits any right you have under an open-source license to software distributed under it.
1.2. Acceptance.  By accessing, installing, copying, modifying, or otherwise using any Enterprise Feature, you accept this License. If you do not accept it, you must not use any Enterprise Feature. If you accept this License on behalf of an entity, you represent that you have authority to bind that entity, and you refers to that entity.
1.3. Relationship to a Written Agreement.  This License is the default and minimum set of terms on which Enterprise Features are made available. It is not intended to displace, and does not displace, terms you and Kepler have separately agreed in a signed writing. Where you and Kepler have entered into a master services agreement, terms of service, order form, Component Exhibit, or other executed agreement covering an Enterprise Feature (together, Your Agreement), Your Agreement governs that Enterprise Feature to the extent of any conflict with this License, and this License continues to apply to everything Your Agreement does not address. This License ranks below the applicable order form, below any Component Exhibit with respect to the license grant, scope and term for the Enterprise Feature that Component Exhibit covers, and below the master agreement, in each case in accordance with the order of precedence stated in Your Agreement. This License does not amend Your Agreement, and nothing in this License varies the intellectual-property, limitation-of-liability or indemnification provisions of Your Agreement.
1.4. Changes to This License.  Kepler may publish a revised version of this License. A revised version applies prospectively, from the date it is published, to Enterprise Features you first access under it. It does not apply retroactively to a paid subscription term already in effect under an executed order form, which continues to be governed by the version of this License in effect when that term began, unless you agree otherwise.

2. DEFINITIONS.
“Component Exhibit” means an exhibit to an order form between you and Kepler that identifies one or more Enterprise Features enabled for you and states any terms specific to them.

“Development and Testing” means running an Enterprise Feature locally or in a non-production environment for the purpose of evaluating it, developing it, developing against it, or testing it or modifications to it, in each case where the environment does not serve, support or process the data of your end users, customers or business operations.

“Enterprise Feature” means any component, module, feature, or functionality of the Mastra software that Kepler designates as an Enterprise Feature, including in the applicable source repository, in the software itself, in its documentation, or in a Component Exhibit. Enterprise Features are identified by designation and not by name in this License.

“License Key” means a credential issued by Kepler that enables one or more Enterprise Features and records the scope, permitted purpose, and expiry of that enablement.

“Production Use” means any use of an Enterprise Feature other than Development and Testing, including any use that serves, supports, or processes the data of your end users, customers or business operations.

3. LICENSE GRANT.
3.1. Development and Testing.  Subject to your compliance with this License, Kepler grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to use, build, and modify the Enterprise Features for your own Development and Testing, and to submit patches to Kepler for inclusion in the upstream Mastra software.
3.2. Production Use.  Production Use of an Enterprise Feature is permitted only if, and only for so long as, both of the following are true:
(a) you (and any entity you represent) have entered into, and remain in compliance with, a written agreement with Kepler that expressly permits that use of that Enterprise Feature, including any additional restrictions set out in that agreement. A written agreement that permits use only for stated limited purposes — for example internal enablement, training, evaluation, demonstration, proof-of-concept, or other not-for-resale use — satisfies this Section 3.2(a) to the extent of, and only to the extent of, the purposes it states; and
(b) a valid License Key issued by Kepler enables that Enterprise Feature for you, and your use is within the scope, permitted purpose, and expiry recorded on that License Key.
Production Use of an Enterprise Feature in the absence of either condition is unlicensed and is a material breach of this License.

3.3. Modifications.  You may modify the Enterprise Features for your own Development and Testing. You agree that Kepler and its licensors, as applicable, retain all right, title, and interest in and to all such modifications. Nothing in this Section grants you the right to make Production Use of a modification, which remains governed by Section 3.2.
3.4. Reservation of Rights.  You are granted no rights other than those expressly stated in this License. Kepler and its licensors retain all right, title, and interest in and to the Enterprise Features, including all intellectual property rights in them.
3.5. Restrictions.  Except as this License or Your Agreement expressly permits, you must not:
(a) copy, merge, publish, distribute, sublicense, sell, rent, lease, or otherwise make available any Enterprise Feature to any third party;
(b) make an Enterprise Feature available to third parties as a hosted or managed service;
(c) remove, obscure, or alter any copyright, trademark, license, or other proprietary notice in or on an Enterprise Feature; or
(d) circumvent, disable, or interfere with any License Key, entitlement check, or other technical measure by which Kepler enables or verifies an Enterprise Feature, or use an Enterprise Feature without a License Key where a License Key is required.

4. LICENSE KEYS.
4.1. Issuance.  License Keys are obtained from Kepler. Kepler issues you one License Key, which enumerates each Enterprise Feature enabled for you together with the scope, permitted purpose, and expiry of that enablement. Enabling an additional Enterprise Feature, or ceasing to enable one, is a change to your existing License Key; it does not require a new License Key and does not create a separate license document.
4.2. Purpose Limitation.  A License Key may be issued for a limited purpose, including evaluation, development, demonstration, not-for-resale, or design-partner use. Where a License Key records a permitted purpose, use of the enabled Enterprise Features outside that purpose is not licensed.
4.3. Expiry.  A License Key expires on the date it records. On expiry, the Enterprise Features it enabled cease to be licensed for Production Use unless and until a valid License Key is issued.
4.4. Non-Transferability.  A License Key is issued to you alone. You must not share, publish, transfer, or sublicense a License Key, or permit any third party to use one, and you must treat it as confidential.
4.5. Verification.  Kepler performs License Key checks during the build and deployment phase. Kepler does not represent or warrant that License Key validation will not be performed at runtime, and Kepler may change the timing and method of License Key validation on a prospective basis. Kepler may issue, amend, limit, suspend, or revoke a License Key so that it enables only the Enterprise Features you are then entitled to use, including on expiry of a subscription term, on a downgrade, on termination of Your Agreement, or on non-payment that remains uncured after any notice and cure period in Your Agreement.
4.6. Entitlement.  Your entitlement to an Enterprise Feature is determined by Your Agreement, not by the contents of a License Key. Accordingly:
(a) if a License Key enables an Enterprise Feature for which no executed written agreement is in effect, that Enterprise Feature is not licensed for Production Use, and you must cease Production Use of it and notify Kepler promptly on becoming aware; and
(b) if an executed written agreement covers an Enterprise Feature that your License Key does not yet enable, you are entitled to that Enterprise Feature, and Kepler will update your License Key to reflect it without undue delay.
4.7. Continued Use After De-Provisioning.  Where Kepler disables or revokes a License Key, or an Enterprise Feature is otherwise disabled or de-provisioned, you will cease all use of the affected Enterprise Feature whether or not License Key validation is technically enforced at the time of use. Continued use is unlicensed, is a material breach of this License, and entitles Kepler to the remedies in Section 7 in addition to any remedy under Your Agreement, including payment of Kepler’s then-current list fees for the affected Enterprise Feature for the period of that use. Continued use does not create a license by course of dealing, and Kepler’s forbearance in enforcing this Section is not a waiver.

5. COMPOSITION OF THE ENTERPRISE FEATURES.
5.1. Designation.  Kepler determines which components, modules, features, and functionality are designated as Enterprise Features, and may add to, remove from, or otherwise recompose that set from time to time.
5.2. Prospective Effect.  A change under Section 5.1 takes effect prospectively, and will not reduce the scope of features made available under an order form in effect on the date of the revision through the end of the then-current license term. During such a term, an Enterprise Feature that you are then entitled to continues to be made available to you in accordance with Your Agreement, notwithstanding that Kepler has ceased to designate it as an Enterprise Feature or has recomposed it. Nothing in this Section restricts Kepler from modifying, improving or altering an Enterprise Feature.

6. THIRD-PARTY COMPONENTS.
For all third-party components incorporated into an Enterprise Feature, those components are licensed under the original license provided by the owner of the applicable component, and nothing in this License is intended to supersede that third-party license.

7. TERM AND TERMINATION.
7.1. Term.  This License applies from your first access to or use of an Enterprise Feature and continues until terminated.
7.2. Automatic Termination.  Your rights under this License terminate automatically, without notice, if you fail to comply with any of its terms. If the violation is curable, your rights will be reinstated upon cure of the violation within thirty (30) days after you become aware, or should reasonably have become aware, of the violation.
7.3. Effect of Termination.  Upon termination you must immediately cease all Production Use of the Enterprise Features and cease all other use not permitted by an open-source license. Sections 3.3, 3.4, 3.5, 4.4, 4.7, 6, 8, 9 and 10, and any provision that by its nature should survive, survive termination.
7.4. No Effect on Your Agreement.  Termination of this License does not of itself terminate Your Agreement, and termination of Your Agreement does not of itself terminate this License; each is governed by its own terms.

8. DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. KEPLER DOES NOT WARRANT THAT THE ENTERPRISE FEATURES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY DEFECT WILL BE CORRECTED. THIS SECTION DOES NOT LIMIT ANY EXPRESS WARRANTY KEPLER GIVES YOU IN YOUR AGREEMENT.

9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS, OR KEPLER, OR ITS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER LICENSORS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. THIS SECTION DOES NOT LIMIT, AND IS SUPERSEDED BY, ANY LIMITATION OF LIABILITY AGREED IN YOUR AGREEMENT WITH RESPECT TO THE SUBJECT MATTER OF YOUR AGREEMENT.

10. GENERAL.
10.1. Governing Law and Venue.  This License is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to this License, and each party submits to that jurisdiction and waives any objection to venue in those courts.
10.2. Assignment.  You may not assign or transfer this License, or any right under it, without Kepler’s prior written consent. Any purported assignment in breach of this Section is void.
10.3. Severability.  If any provision of this License is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
10.4. Entire Agreement.  In the absence of Your Agreement, this License is the entire agreement between you and Kepler with respect to the Enterprise Features. Where Your Agreement exists, this License and Your Agreement are to be read together in accordance with Section 1.3.