Nexaplane Software Licence Agreement

Licensor: Nuaj Company Inc. ("Nuaj")
Product: Nexaplane
Version: 1.0
Effective: on the date of the first invoice for the Software

Preamble

This Agreement governs the use of Nexaplane, software that turns Proxmox VE clusters into a multi-tenant cloud platform. Nexaplane is licensed, not sold.

Nexaplane exists to let its licensees operate cloud and hosting services for their own customers. That use is expressly permitted under Section 2.2, whether the licensee charges for those services or provides them free of charge. What this Agreement protects is the Software itself — its code, its distribution, and Nuaj's exposure to the licensee's customers — not the licensee's freedom to build a business on it.

By installing, copying, or using the Software, or by paying Nuaj's invoice for it, the Licensee accepts these terms. If the individual accepting does not have authority to bind the Licensee, or the Licensee does not accept these terms, the Software must not be installed or used.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting securities or the power to direct management.

"Agreement" means this Software Licence Agreement together with every Invoice, Schedule, and Policy incorporated by reference.

"Documentation" means the operator and user guides Nuaj makes available for the Software, including the in-product guides.

"Effective Date" means the date of the first Invoice issued to the Licensee for the Software.

"Invoice" means the invoice Nuaj issues for the Software, stating the Licensed Nodes, the Licence Fee, the Maintenance Fee, and any fixed Licence Term. Payment of an Invoice constitutes acceptance of this Agreement. No separate ordering document is required.

"Licence Fee" means the one-time fee stated in the Invoice for the Licensed Nodes.

"Licence Term" means the period during which the licence granted in Section 2 is in effect. The Licence Term is perpetual unless the Invoice states a fixed term, in which case it is that term.

"Licensed Nodes" means the maximum number of Managed Nodes stated in the Invoice.

"Licensee" means the entity invoiced for the Software.

"Maintenance" means Updates and support provided under the Support and Maintenance Policy.

"Maintenance Fee" means the recurring fee stated in the Invoice for Maintenance.

"Maintenance Term" means the period for which the Maintenance Fee has been paid, being one year unless the Invoice states otherwise.

"Managed Node" means any physical or virtual hypervisor host that is registered with, monitored by, or orchestrated through an instance of the Software, counted once per host regardless of socket count, core count, or the number of guests it runs. A host that the Software can read but never writes to — including a host in read-only mode — is a Managed Node. A host that has been removed from the Software and is no longer visible to it is not.

"Nexaplane Appliances" means the virtual router, load balancer, and other guest appliance images and agents that Nuaj distributes for deployment by the Software into the Licensee's infrastructure.

"Service Use" means operating the Software to provide hosting, cloud, infrastructure, managed, or similar services to Tenants, for a fee or free of charge.

"Software" means the Nexaplane control plane, its database schema, the Nexaplane Appliances, all Updates, and the Documentation, in object-code form.

"Tenant" means a third party — including any customer, business unit, subsidiary, or individual — for whom the Licensee creates an account within the Software, and any user acting under such an account.

"Update" means a bug fix, patch, minor release, or major release of the Software that Nuaj makes generally available to licensees under the Support Policy.

2. Licence Grant

2.1 Grant

Subject to payment of the Licence Fee and compliance with this Agreement, Nuaj grants the Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide licence for the Licence Term to:

(a) install and run one or more instances of the Software on infrastructure the Licensee owns, leases, or otherwise controls;

(b) manage up to the number of Licensed Nodes with those instances;

(c) deploy the Nexaplane Appliances into that infrastructure as the Software directs;

(d) make a reasonable number of copies for backup, disaster recovery, staging, and testing, provided that non-production copies do not manage production workloads and do not count toward Licensed Nodes while idle; and

(e) use the Documentation internally and reproduce relevant portions of the end-user guide for Tenants.

2.2 Service Use is permitted

The Licensee may use the Software for Service Use. The Licensee may create Tenant accounts, allocate resources to Tenants, charge Tenants whatever the Licensee decides, provide services to Tenants at no charge, and operate a commercial hosting, cloud, or managed service business on the Software. Nuaj asserts no interest in the Licensee's Tenant relationships, no share of the Licensee's revenue, and no right to approve the Licensee's customers, pricing, or service terms.

Service Use is subject only to Section 3 (Restrictions), Section 4 (Tenants), and payment of the fees for the Licensed Nodes the Licensee actually manages.

2.3 Affiliates

The Licensee's Affiliates may use the Software under this Agreement provided the Licensee remains liable for their compliance and their Managed Nodes count toward the Licensed Nodes.

2.4 Reservation

All rights not expressly granted are reserved to Nuaj. No rights are granted by implication, estoppel, or otherwise.

3. Restrictions

The Licensee shall not, and shall not permit any Tenant or third party to:

(a) Redistribute the Software. Sell, resell, licence, sublicence, lease, lend, publish, transfer, or otherwise make the Software available to any third party as software, whether standalone, bundled, or embedded in another product. Providing services through the Software under Section 2.2 is not redistribution; giving a third party a copy of, or installation rights to, the Software is.

(b) Operate on behalf of another operator. Use its licence to run the Software as the platform of a separate business that is not the Licensee or its Affiliates. Each distinct operator requires its own licence. What is permitted and what is not turns on whose deployment it is, not on how much authority a Tenant is given inside it: the Licensee may grant any Tenant — including a reseller or managed-service partner — administrative scope over that Tenant's own accounts and resources within an instance the Licensee operates, using the delegated roles the Software provides. What the Licensee may not do is give a third party an instance of the Software of its own to operate, or operate an instance as the platform of a business that is neither the Licensee nor its Affiliates.

(c) Circumvent metering. Deploy additional instances of the Software, split a fabric across instances, or misreport Managed Nodes for the purpose of managing more nodes than the Licensed Nodes permit.

(d) Reverse engineer. Decompile, disassemble, or reverse engineer the Software, or attempt to derive its source code, except to the extent this restriction is unenforceable under applicable law and then only after giving Nuaj written notice and a reasonable opportunity to provide the necessary interoperability information.

(e) Build a competing control plane. Use the Software's non-public design or behaviour, or any Nuaj Confidential Information, to design, develop, or market software that competes with Nexaplane. Operating a hosting, cloud, or managed service business on the Software under Section 2.2 is expressly not a breach of this paragraph, whatever services the Licensee sells and whoever else sells them.

(f) Remove notices. Remove, obscure, or alter any copyright, trademark, or proprietary notice in the Software, its interfaces, or the Documentation, except as permitted by the Trademark and Branding Policy.

(g) Misuse the Software. Use the Software in violation of the Acceptable Use Policy or applicable law.

(h) High-risk use. Use the Software in the operation of nuclear facilities, aircraft navigation or communication, life support, weapons systems, or any environment where failure could reasonably lead to death, personal injury, or severe environmental damage. The Software is not designed, tested, or warranted for such use.

4. Tenants

4.1 Licensee is solely responsible

The relationship between the Licensee and its Tenants is exclusively the Licensee's. The Licensee is solely responsible for its Tenants' service terms, pricing, billing, support, uptime commitments, data handling, lawful conduct, and every claim a Tenant may bring. Nuaj has no contract with, obligation to, or liability toward any Tenant.

4.2 Mandatory flow-down

The Licensee shall bind each Tenant to terms no less protective of Nuaj than Schedule B — Tenant Flow-Down Terms, before granting that Tenant access to the Software. Nuaj is an intended third-party beneficiary of those terms and may enforce them directly against a Tenant.

4.3 No third-party beneficiaries

Except as stated in Section 4.2, this Agreement confers no rights on any person other than the parties. No Tenant, and no customer of a Tenant, acquires any right, remedy, warranty, or claim against Nuaj under this Agreement or otherwise.

4.4 Tenant indemnity

The Licensee shall defend, indemnify, and hold harmless Nuaj and its officers, directors, and employees from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) any claim brought by a Tenant or a Tenant's customer, user, or regulator; (b) the Licensee's services, service terms, or conduct as an operator; (c) content, data, or workloads that any Tenant places on the Licensee's infrastructure; or (d) the Licensee's failure to impose or enforce Schedule B.

4.5 Licensee's own commitments

Any uptime, availability, performance, recovery-point, recovery-time, or security commitment the Licensee makes to a Tenant is made by the Licensee alone. Nuaj does not underwrite it, is not bound by it, and is not liable for its breach. The Licensee should not make commitments to Tenants that it cannot meet independently of Nuaj, since the Licensee — not Nuaj — operates the infrastructure.

5. Licence Metering, Validation, Reporting, and Audit

5.1 Metering

Fees are based on Managed Nodes. The Invoice states the Licensed Nodes and, where a Licence Key is issued, the Validation Mode that applies to the licence.

5.2 Validation Modes

Nuaj may issue a Licence Key — a signed credential, delivered as a file or key, that records the Licensee, the Licensed Nodes, and the end of the current Maintenance Term. Where a Licence Key is issued, one of the following modes applies as stated in the Invoice.

(a) Connected Mode. The Software periodically validates the Licence Key against Nuaj's licensing service. Each validation transmits only: the Licence Key identifier, an installation identifier, the Software version, and the current count of Managed Nodes. It transmits no Tenant identity, no Tenant data, no workload data, no network configuration, no IP addressing, and no account or user information. Validation records satisfy the reporting obligation in Section 5.4 for the periods covered.

(b) Air-Gapped Mode. No validation traffic occurs. Nuaj issues a Licence Key file that the Licensee installs, valid for the current Maintenance Term or, where the Invoice states a fixed Licence Term, for that term. The Licensee reports Managed Nodes under Section 5.4 and receives a replacement file on renewal or on a change to Licensed Nodes.

(c) No Key Issued. Where no Licence Key is issued, compliance rests entirely on the Licensee's reporting under Section 5.4.

The Licensee may elect Air-Gapped Mode for any deployment, at no additional charge and without justifying the election. Nuaj shall not condition pricing, support, or feature availability on the choice of Validation Mode.

5.3 Continuity — no remote disablement

This Section governs regardless of Validation Mode and prevails over any conflicting behaviour of the Software.

(a) Validation failure does not stop the platform. Loss of connectivity to Nuaj's licensing service, failure of a validation attempt, or expiry of a Licence Key shall not cause the Software to stop, suspend, degrade, throttle, or restrict the operation of workloads, appliances, networks, or Tenant resources already running. Running infrastructure keeps running.

(b) Grace period. Where validation cannot be completed in Connected Mode, the Software shall continue to operate in full for no less than 60 days. During that period the Software may display a notice to the Licensee's administrators. It shall not display any notice to Tenants.

(c) No kill switch. Nuaj shall not include in the Software, and shall not exercise, any capability to remotely disable, deactivate, lock, degrade, or destroy a Licensee installation or any Tenant workload, whether for non-payment, expiry, alleged breach, or any other reason. Nuaj's remedies for breach are those in Sections 6.4, 11, and 14, and are exercised through notice and legal process, not through the Software.

(d) What lapsing costs. Where a Maintenance Term ends without renewal, Nuaj may cause the Software to withhold only access to Updates. The licence itself is unaffected: existing capacity, existing Tenants, and every operational function remain available for as long as the Licensee runs the release it holds. Where the Invoice states a fixed Licence Term, Nuaj may additionally withhold the ability to add Managed Nodes beyond the last validated count after that term and any grace period have passed.

(e) Rationale. The Licensee's Tenants depend on the Licensee's platform. A licensing mechanism that can interrupt it would transfer Nuaj's commercial dispute onto parties who are not party to it. This Section is a material inducement to the Licensee and survives any amendment to the Software.

5.4 Reporting

Except where Connected Mode validation already supplies the figure, within 30 days after the end of each Maintenance Term the Licensee shall report to Nuaj the highest number of Managed Nodes reached during that period. Where no Maintenance is in effect, the report is due within 30 days after each anniversary of the Effective Date. If the reported number exceeds the Licensed Nodes, the excess nodes are invoiced at the per-node rate in the most recent Invoice, the Licensed Nodes increase accordingly, and the Maintenance Fee is adjusted from the next Maintenance Term.

5.5 Licence Key integrity

Where a Licence Key is issued, the Licensee shall not alter, forge, or tamper with it, share it outside its own deployments, or modify or bypass the Software's validation logic. Nothing in this Section restricts the Licensee from operating in Air-Gapped Mode, from running the Software on networks with no route to the internet, or from filtering outbound traffic.

5.6 Audit

Nuaj may verify compliance no more than once in any 12-month period, on at least 30 days' written notice, during business hours, in a manner that does not unreasonably disrupt the Licensee's operations. An audit is limited to records and system data necessary to establish the number of Managed Nodes and the scope of use. Nuaj shall not require access to Tenant data, Tenant identities, or the Licensee's commercial terms with its Tenants, and shall treat all information obtained as the Licensee's Confidential Information.

Nuaj bears the cost of the audit unless it establishes underreporting of more than 5%, in which case the Licensee shall bear the reasonable cost of the audit and pay the underpaid fees with interest under Section 6.3.

5.7 Telemetry — exhaustive statement

The following is the complete statement of data flowing from a Licensee deployment to Nuaj. No other transmission occurs.

(a) Licence validation. In Connected Mode only, the fields listed in Section 5.2(a), and nothing else. In Air-Gapped Mode and where No Key is Issued, none.

(b) No usage or operational reporting. The Software does not transmit configuration, Tenant identities, Tenant data, workload data, network topology, addressing, credentials, logs, or account or user information to Nuaj in any Validation Mode.

(c) Outbound connections to others. In operation the Software connects to the Licensee's Proxmox hosts and, where the Licensee enables the relevant feature, to third-party endpoints not operated by Nuaj: a certificate authority for automatic TLS issuance, operating-system image and package mirrors, and any SMS or email provider the Licensee configures. Appliances deployed by the Software obtain Nexaplane packages from a repository served by the Licensee's own control plane, not from Nuaj.

(d) Software distribution. Obtaining and updating the Software through Nuaj's package repository is performed by the Licensee's own package manager and necessarily discloses to Nuaj the requesting IP address, the time of the request, and the package and version requested. Nuaj uses those records for distribution, security, and integrity purposes as described in the Privacy Policy, and shall not use them as evidence of Managed Node counts, as a substitute for the audit right in Section 5.6, or to infer the Licensee's deployment size. A Licensee may avoid these records entirely by mirroring the repository internally or taking delivery of packages by other means, which Nuaj shall accommodate on request.

(e) Update checks. The Software asks Nuaj's download server which release is current on the update channel the Licensee has selected. The request is an ordinary HTTPS request that carries no licence key, no installation identifier, no Managed Node count, and no Licensee, Tenant, or user identifier of any kind; as with any network request it necessarily discloses the requesting IP address, the time, and the channel queried. Nuaj shall not use those records for any purpose excluded by paragraph (d). The check may be disabled in the Software, and disabling it is not a condition of support, Updates, or licence validity.

(f) Change of behaviour. Should a future release transmit anything beyond what this Section permits, Nuaj shall disclose it in the release notes for that release, it shall be disabled by default, and enabling it shall not be a condition of support, Updates, or licence validity.

6. Fees and Payment

6.1 The Licensee shall pay the Licence Fee and, for each Maintenance Term it takes, the Maintenance Fee, as stated in the Invoice. The Licence Fee is payable once and buys the licence for the Licence Term; the Maintenance Fee is recurring and buys Maintenance for one Maintenance Term. Fees are non-refundable except as expressly provided in Sections 9.2 and 11.3.

6.2 Fees are exclusive of sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes, which are the Licensee's responsibility, other than taxes on Nuaj's net income. Where the Licensee is required to withhold tax, the amount payable shall be grossed up so Nuaj receives the amount it would have received absent the withholding.

6.3 Invoices are due within 30 days. Overdue amounts bear interest at the lesser of 1.5% per month (19.56% per annum) and the maximum rate permitted by law, accruing from the due date.

6.4 If an invoice is more than 30 days overdue, Nuaj may, on 10 days' written notice, suspend Updates and support. Nuaj shall not disable, remotely deactivate, or interfere with a running instance of the Software for non-payment. The Software will continue to operate; the Licensee's Tenants will not be cut off by Nuaj.

6.5 The Maintenance Fee for a renewal Maintenance Term may be adjusted on 60 days' notice before the end of the then-current Maintenance Term. The Licence Fee, once paid, is not subject to adjustment.

7. Support, Updates, and the Absence of an SLA

7.1 During each Maintenance Term, Nuaj provides support and Updates in accordance with the Support and Maintenance Policy, which forms part of this Agreement. Where no Maintenance Term is in effect, the Licensee may continue to run the release it holds under Section 5.3(d) but receives no Updates and no support.

7.2 There is no uptime service level agreement, and none is implied. The Licensee installs and operates the Software on infrastructure Nuaj neither owns nor controls, and Nuaj has no ability to observe, maintain, or restore that infrastructure. Availability of the Licensee's platform, and of any service the Licensee provides to Tenants, is the Licensee's sole responsibility. Nuaj's service commitments are limited to the support response targets in the Support Policy.

7.3 The Licensee is responsible for its own backups, disaster recovery, capacity planning, security hardening, and change management, including of the Nexaplane database.

7.4 The Licensee shall maintain the Proxmox VE, PostgreSQL, operating system, and network components the Software depends on. Nuaj does not licence, support, or warrant those components.

8. Intellectual Property

8.1 Nuaj and its licensors retain all right, title, and interest in and to the Software, the Documentation, the Nexaplane Appliances, and all intellectual property therein. The Licensee acquires only the licence expressly granted.

8.2 The Licensee retains all right, title, and interest in its own data, its Tenants' data, its configurations, and its business.

8.3 Feedback. If the Licensee provides suggestions, enhancement requests, or feedback, Nuaj may use them without restriction, obligation, or compensation. This does not grant Nuaj any right to the Licensee's or a Tenant's data or confidential information.

8.4 Third-party components. The Software incorporates third-party open-source components licensed under their own terms, reproduced in the THIRD-PARTY-LICENSES file distributed with the Software and summarized in the Third-Party Notice distributed with it. Those terms govern those components and, to the extent they grant broader rights, prevail over this Agreement as to those components only.

9. Warranty

9.1 Limited warranty. Nuaj warrants that, for 90 days following delivery of the Software and, during a Maintenance Term, for 90 days following delivery of each Update, the Software will perform substantially in accordance with the Documentation when properly installed and used in a supported configuration.

9.2 Exclusive remedy. The Licensee's sole remedy for breach of Section 9.1 is, at Nuaj's option, to correct the non-conformity within a reasonable time or to terminate the licence and refund the Licence Fee, less an amount reflecting use to date calculated on a straight line over 36 months, together with any prepaid Maintenance Fee for the unexpired part of the Maintenance Term. The warranty does not apply where the non-conformity arises from modification of the Software, use outside the Documentation, third-party components, or the Licensee's infrastructure.

9.3 Mutual authority. Each party warrants that it has the legal power to enter into this Agreement.

9.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THE SOFTWARE IS PROVIDED "AS IS" AND NUAJ DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. NUAJ DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST EVERY ATTACK, OR THAT IT WILL MEET THE LICENSEE'S OR ANY TENANT'S REQUIREMENTS.

10. Limitation of Liability

10.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE FEES PAID OR PAYABLE BY THE LICENSEE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) THE LICENCE FEE PAID UNDER THAT ORDER FORM. A LICENCE PAID FOR ONCE IS NOT A LICENCE WITHOUT RECOURSE: PARAGRAPH (B) ENSURES THE CAP DOES NOT FALL AWAY WITH THE PASSAGE OF TIME.

10.3 Exclusions. Sections 10.1 and 10.2 do not apply to: (a) the Licensee's payment obligations; (b) the Licensee's breach of Section 3 (Restrictions); (c) either party's breach of Section 12 (Confidentiality); (d) the Licensee's indemnity under Sections 4.4 and 11.4; (e) either party's gross negligence, wilful misconduct, or fraud; or (f) liability that cannot be limited under applicable law.

10.4 The Licensee acknowledges that the fees reflect this allocation of risk and that Nuaj would not licence the Software on these terms without it.

11. Indemnification

11.1 By Nuaj. Nuaj shall defend the Licensee against any third-party claim alleging that the Software, as delivered and used in accordance with this Agreement, infringes a Canadian, United States, or European Union patent, copyright, or trademark, and shall pay damages and costs finally awarded or agreed in settlement.

11.2 Exclusions. Section 11.1 does not apply to a claim arising from: (a) modification of the Software by anyone other than Nuaj; (b) combination of the Software with anything not supplied by Nuaj where the claim would not arise but for the combination; (c) use of a superseded release where the claim would have been avoided by using a current release Nuaj made available at no additional charge; (d) third-party open-source components; (e) Tenant content or workloads; or (f) the Licensee's continued use after notice to stop.

11.3 Remedies. If the Software is or may become the subject of a claim under Section 11.1, Nuaj may at its option procure the right to continue use, modify or replace the Software so it is non-infringing while substantially equivalent, or terminate the licence and refund the Licence Fee, less an amount reflecting use to date calculated on a straight line over 36 months, together with any prepaid Maintenance Fee for the unexpired part of the Maintenance Term. This Section 11 states Nuaj's entire liability and the Licensee's exclusive remedy for infringement.

11.4 By Licensee. In addition to Section 4.4, the Licensee shall defend, indemnify, and hold harmless Nuaj against any third-party claim arising from the Licensee's breach of Section 3, the Licensee's violation of law, or the Licensee's use of the Software outside the scope of the licence granted.

11.5 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (provided no settlement imposing a non-indemnified obligation is made without consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. Delay in notice relieves the indemnifying party only to the extent it is prejudiced.

12. Confidentiality

12.1 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential, including the Software's non-public design and behaviour, the Invoice and pricing, the Licensee's architecture and Tenant information, and each party's business and technical plans.

12.2 The receiving party shall protect Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations.

12.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

12.4 A party may disclose Confidential Information where required by law or court order, provided it gives prompt notice where lawful and cooperates in seeking protective treatment.

12.5 Obligations survive for 5 years after termination, and indefinitely for trade secrets and for the Software's source code and non-public design.

13. Data Protection

13.1 The Software runs on the Licensee's infrastructure. In ordinary operation Nuaj does not access, receive, store, or process Tenant data, workload data, or the Licensee's Nexaplane database.

13.2 As between the Licensee and its Tenants, the Licensee determines the purposes and means of processing personal data and is the controller or equivalent. Nuaj is neither controller nor processor of that data.

13.3 Where the Licensee asks Nuaj to access its systems for support and Nuaj thereby processes personal data on the Licensee's behalf, the Data Processing Agreement applies.

13.4 Nuaj's handling of the Licensee's own contact, account, and support data is described in the Privacy Policy.

14. Term and Termination

14.1 Term. This Agreement begins on the Effective Date and continues for the Licence Term. Where the Licence Term is perpetual, this Agreement continues until terminated under Section 14.2 or 14.3.

The Maintenance Term is separate and renews for successive periods of equal length unless either party gives written notice of non-renewal at least 60 days before the end of the then-current Maintenance Term. Lapse or non-renewal of Maintenance does not end the licence, this Agreement, or the Licensee's right to keep running the Software; it ends only Updates and support, as Section 5.3(d) provides. Maintenance that has lapsed may be reinstated on the terms in the Support Policy.

Where the Invoice states a fixed Licence Term, that term renews for successive periods of equal length on the same 60 days' notice.

14.2 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days of notice describing the breach (10 days for non-payment). Nuaj may terminate immediately on notice for a breach of Section 3(a), 3(b), 3(c), or 3(e) that is not curable.

14.3 Insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed that is not discharged within 60 days.

14.4 Effect of termination. On expiry of a fixed Licence Term, or on termination of this Agreement under Section 14.2 or 14.3, the licence ends and the Licensee shall cease use of the Software and, within 30 days, delete or destroy all copies and certify that it has done so on request. Fees accrued before termination remain payable. For the avoidance of doubt, the end of a Maintenance Term is not a termination and has none of these consequences.

14.5 Tenant wind-down. Where this Agreement terminates for any reason other than the Licensee's breach of Section 3, the Licensee may continue to operate the Software for the sole purpose of migrating its Tenants off the platform for 90 days after termination, at the fees in effect immediately before termination, pro-rated. During that period the Licensee shall not add Tenants, add Managed Nodes, or expand its use. This provision exists so that the Licensee's Tenants are not stranded by a dispute between Nuaj and the Licensee.

14.6 Survival. Sections 1, 3, 4.3, 4.4, 6 (for accrued amounts), 8, 9.4, 10, 11, 12, 14.4, 14.6, and 15 survive termination.

15. General

15.1 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, and waive any objection to venue or forum non conveniens. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.3 Export and sanctions. The Licensee shall comply with all applicable export control and economic sanctions laws, including Canada's Export and Import Permits Act and Special Economic Measures Act and, where applicable, the United States Export Administration Regulations. The Licensee represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and is not a person with whom dealings are prohibited under those laws. The Licensee shall not permit any Tenant to use the Software in violation of those laws.

15.4 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, on notice, to a successor in connection with a merger, reorganization, or sale of substantially all of its assets. Nuaj shall not withhold consent to an assignment by the Licensee to a purchaser of the Licensee's hosting business, provided the assignee assumes this Agreement in writing and is not a competitor of Nuaj. Any purported assignment in violation of this Section is void.

15.5 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

15.6 Publicity. Neither party shall use the other's name, logo, or marks in publicity without prior written consent, except that Nuaj may identify the Licensee by name and logo in a customer list and on its website if the Licensee has consented in writing. Consent may be withdrawn on 30 days' notice.

15.7 Notices. Notices must be in writing and are effective on delivery, sent by personal delivery, courier, or email with confirmation of receipt. Notices to Nuaj shall be sent to its registered office, and to the email address Nuaj gives for legal notices:

Nuaj Company Inc.
8250 Lawson Rd., Suite 201
Milton, Ontario L9T 5C6
Canada

General and legal enquiries: legal@nuaj.com
Support: support@nuaj.com
Security reports: security@nuaj.com

Notices to the Licensee shall be sent to the address and email it gives for billing, or to any address either party later designates for notices by notice given under this Section.

15.8 Force majeure. Neither party is liable for failure or delay in performance (other than payment) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour disruption, epidemic, governmental action, utility or network failure, or failure of a third-party provider.

15.9 Waiver and severability. No waiver is effective unless in writing. Failure to enforce a provision is not a waiver of it. If a provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder continues in effect.

15.10 Entire agreement. This Agreement, with its Invoices, Schedules, and Policies, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous proposals, understandings, and communications. Any term in a Licensee purchase order or vendor portal is void and of no effect.

15.11 Order of precedence. In case of conflict: (1) the Invoice, (2) this Agreement, (3) the Schedules, (4) the Policies.

15.12 Amendment. This Agreement may be amended only by a writing signed by both parties, except that Nuaj may update the Acceptable Use Policy and Support Policy on 30 days' notice, provided no update materially reduces the Licensee's rights during a paid Maintenance Term.

15.13 Language. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.

15.14 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and together one instrument.

Schedules and Policies

NUAJ COMPANY INC.

Signature: ________________ Name: ________________ Title: ________________ Date: __________

LICENSEE: ________________________________

Signature: ________________ Name: ________________ Title: ________________ Date: __________