nxus.SYSTEMS Software Products End User License Agreement

Version: 3.0
Effective Date: 2026-04-22

This nxus.SYSTEMS Software Products End User License Agreement (the "Agreement" or "EULA") governs your use of nxus.SYSTEMS software products, including nxusKit SDK and Peeler, together with related runtime components, installers, model or integration packages, sample code, documentation, and updates that nxus.SYSTEMS makes available under this Agreement (collectively, the "Software").

This page governs software use rights. Ordering, payment, renewals, commercial terms, and hosted service terms are addressed in the nxus.SYSTEMS Commercial Terms at /terms unless a higher-priority written agreement or applicable Order expressly provides otherwise.

1. Covered software and defined terms

"Authorized Applications" means your own applications, workflows, automations, services, or internal systems that you lawfully develop, operate, or distribute using the Software in accordance with this Agreement and your applicable Order.

"Runtime Components" means redistributable portions of the Software that nxus.SYSTEMS designates for inclusion in Authorized Applications.

"Entitlement" means a valid purchased, activated, trial, evaluation, beta, maintenance, or other authorization issued or recognized by nxus.SYSTEMS for the applicable Software.

Community or open-source editions remain governed primarily by their applicable open-source licenses. Hosted features or service-backed features may also be subject to separate commercial, service-specific, or Order-specific terms.

2. License grant

Subject to this Agreement, the Commercial Terms, and any applicable Order or Entitlement, nxus.SYSTEMS grants you a limited, non-exclusive, non-transferable, and except as expressly permitted here non-sublicensable right to install, access, use, and reproduce the Software solely for your internal development, testing, analysis, operation, and support of your Authorized Applications and related internal workflows.

You may permit your affiliates and contractors to use the Software under your Entitlement solely for your benefit and under your control, provided all such use remains within applicable purchased seat, user, usage, deployment, and redistribution limits, and you remain responsible for their compliance.

You may make a reasonable number of backup or archival copies of the Software as reasonably necessary for permitted use.

3. Business-model permissions; customer-facing use

Subject to the limits of your applicable Entitlement and Order, you may use the Software in your customer-facing SaaS offerings, managed services, internal business systems, and white-labeled versions of your own product or service.

You may distribute permitted Runtime Components only as an integral part of your Authorized Applications and not as a standalone product.

4. Beta and pre-release software

Beta, early-access, technical-preview, evaluation, and other pre-release versions of the Software may be incomplete, unstable, insecure, incompatible, or materially different from later releases. They may contain bugs, errors, breaking changes, security defects, or performance limitations that could cause failed workflows, inaccurate outputs, data corruption, or data loss.

You use pre-release Software entirely at your own risk. nxus.SYSTEMS makes no commitment to continue, support, convert, or maintain backward compatibility for any pre-release version.

5. Restrictions

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

• sublicense, rent, lease, lend, timeshare, or resell the Software itself;
• distribute the Software itself except as expressly permitted for designated Runtime Components under this Agreement;
• provide the Software as a standalone SDK, standalone runtime, substitute SDK, hosted developer platform, competing platform, or competing service unless nxus.SYSTEMS expressly agrees otherwise in writing;
• reverse engineer, decompile, or disassemble the Software except to the extent required by applicable law or permitted by a third-party license governing a specific component;
• remove, obscure, or alter proprietary notices, license notices, attribution information, license keys, technical usage controls, or entitlement controls;
• circumvent or attempt to circumvent activation controls, seat controls, usage metering, machine or user binding controls, access controls, or other entitlement enforcement mechanisms;
• use non-public Software, pre-release access, or Confidential Information to build or market a competing substitute offering;
• use the Software in violation of applicable law or regulation or in violation of third-party rights; or
• use the Software for prohibited end uses, prohibited end users, or prohibited jurisdictions in violation of export control or sanctions laws.

6. Your applications and responsibility for downstream use

You retain rights in your own applications, workflows, automations, prompts, policies, and data, excluding the Software itself and nxus.SYSTEMS intellectual property.

If you distribute, host, sell, or provide a product or service built with the Software, you remain solely responsible for your own product or service, including end-user terms, support commitments, output review, testing, legal compliance, security posture, and claims made to your own customers or end users.

No warranty, indemnity, service commitment, compliance statement, or suitability representation made by nxus.SYSTEMS is automatically passed through to your customers or end users unless nxus.SYSTEMS expressly agrees otherwise in writing.

7. Open-source and third-party components

The Software may include, bundle, depend on, or interoperate with open-source and third-party components. Those components are governed by their own license or service terms, and nxus.SYSTEMS provides required attribution and license materials in the applicable NOTICE file or equivalent notice surface.

If there is a conflict between this Agreement and a third-party component license, the third-party component license controls for that component only to the minimum extent necessary.

8. Ownership; reservation of rights; feedback

The Software is licensed, not sold. nxus.SYSTEMS and its licensors retain all right, title, and interest in and to the Software, documentation, branding, and related intellectual property.

Except for the limited rights expressly granted in this Agreement, all rights are reserved.

If you provide feedback, suggestions, evaluation comments, or improvement ideas regarding the Software, nxus.SYSTEMS may use, reproduce, modify, incorporate, disclose, and otherwise exploit that feedback without restriction or compensation to you.

9. Support and updates

Support, maintenance, updates, upgrades, and hosted or service-backed features are provided only to the extent expressly included in your applicable Entitlement or Order.

During beta or pre-release periods, support is provided, if at all, on a best-effort basis through channels designated by nxus.SYSTEMS. No SLA, guaranteed response time, guaranteed resolution timeline, or guarantee of future updates applies during beta unless nxus.SYSTEMS separately agrees in writing.

10. Confidentiality for non-public software and materials

Non-public Software, pre-release builds, private documentation, non-public pricing, roadmap information, technical materials, credentials, and other business or technical information disclosed by nxus.SYSTEMS that is marked confidential or that reasonably should be understood to be confidential under the circumstances are Confidential Information and must be protected by you using reasonable care and used only for evaluation, internal use, and the parties' licensed and commercial relationship.

You may disclose such Confidential Information only to your employees, affiliates, contractors, advisors, or service providers with a need to know for permitted purposes and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information excludes information that you can demonstrate: (a) is or becomes public through no breach; (b) was already lawfully known without restriction; (c) is rightfully received from a third party without breach of duty; or (d) is independently developed without use of nxus.SYSTEMS' Confidential Information.

If disclosure is required by law, regulation, court order, or legal process, you may disclose only the portion legally required and, where legally permitted, will provide reasonable prior notice to nxus.SYSTEMS.

11. Export controls and sanctions

You may not use, export, re-export, transfer, release, or otherwise make available the Software or related technical data in violation of applicable export control, import, or economic sanctions laws or regulations.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a prohibited jurisdiction, and that you are not a prohibited or restricted party under applicable sanctions or export control laws.

12. High-risk uses

THE SOFTWARE IS NOT DESIGNED, INTENDED, OR WARRANTED FOR HIGH-RISK, SAFETY-CRITICAL, LIFE-SUPPORT, EMERGENCY RESPONSE, HAZARDOUS INDUSTRIAL, OR OTHER USES IN WHICH FAILURE COULD REASONABLY BE EXPECTED TO LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE, OR ENVIRONMENTAL HARM, UNLESS NXUS.SYSTEMS EXPRESSLY AGREES OTHERWISE IN WRITING.

You are solely responsible for determining whether the Software is appropriate for your intended use and for implementing appropriate safeguards, testing, oversight, and fallback procedures.

13. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NXUS.SYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NXUS.SYSTEMS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, AVAILABLE AT ANY PARTICULAR TIME, COMPATIBLE WITH ANY THIRD-PARTY SYSTEM, OR SUITABLE FOR ANY PARTICULAR PURPOSE, OUTCOME, USE CASE, OR RESULT.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXUS.SYSTEMS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, COVER COSTS, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXUS.SYSTEMS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO NXUS.SYSTEMS FOR THE RELEVANT SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR COMMUNITY, FREE, EVALUATION, OR PRE-RELEASE SOFTWARE, NXUS.SYSTEMS' TOTAL AGGREGATE LIABILITY WILL NOT EXCEED FIFTY U.S. DOLLARS (USD $50.00).

15. Term; expiration; and termination

This Agreement remains effective until terminated.

Your rights under this Agreement automatically terminate if you materially breach this Agreement, the Commercial Terms, or the applicable Order and fail to cure the breach within any cure period required by law or expressly stated in the applicable Order, or immediately if no such cure period applies and the breach is material.

A term-based or subscription Entitlement expires at the end of its applicable term unless renewed. On expiration or non-renewal of a term-based or subscription Entitlement, your rights to continue licensed use under that Entitlement end, except that Authorized Applications lawfully built and distributed during an active Entitlement may continue to run with the permitted embedded Runtime Components already included in them. After expiration of a subscription or term-based Entitlement, no new builds, deployments, redistributions, expansions, support rights, hosted entitlements, updates, or new redistribution rights are permitted unless renewed.

If you purchased a perpetual license, expiration of support or maintenance does not terminate your ongoing rights to use, build, deploy, and redistribute the licensed Software and permitted Runtime Components for the version family you licensed and were entitled to use as of the support or maintenance end date. However, expiration of support or maintenance ends rights to later version families, post-expiration updates or upgrades, support, hosted entitlements, and other maintenance-linked benefits unless separately renewed or purchased.

Upon termination for breach, you must cease using the affected commercial Software and destroy or remove copies you are no longer authorized to use, except to the extent a separate open-source license grants continuing rights for a community component.

16. Governing law; venue; injunctive relief

This Agreement and any dispute, claim, or controversy arising out of or relating to it or the Software will be governed by the laws of the State of Louisiana, without regard to its conflict of laws rules.

The state and federal courts located in Louisiana will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Software, and each party submits to the personal jurisdiction and venue of those courts.

Notwithstanding the foregoing, nxus.SYSTEMS may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights against circumvention of technical controls, license controls, access controls, or entitlement enforcement mechanisms.

17. Updates to this Agreement; re-acceptance

nxus.SYSTEMS may update this Agreement from time to time. Updated versions may apply to new downloads, new activations, renewals, upgrades, and materially updated releases.

Material changes may require click-through or other affirmative re-acceptance. Non-material changes may take effect on posting or notice as specified by nxus.SYSTEMS.

18. Assignment

You may not assign or transfer this Agreement or any rights under it without nxus.SYSTEMS' prior written consent, except that you may assign it in connection with a merger, acquisition, or sale of substantially all of your assets, provided you give prompt notice to nxus.SYSTEMS and the assignee agrees in writing to be bound.

nxus.SYSTEMS may assign or transfer this Agreement in connection with a merger, reorganization, sale of assets, change of control, or transfer to an affiliate.

19. General legal terms

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.

A failure or delay in enforcing any provision is not a waiver of that provision or any other provision.

This Agreement, together with the Commercial Terms, the applicable Order, any applicable service-specific terms, and any separate written agreement between the parties, constitutes the entire agreement regarding its subject matter and supersede prior or contemporaneous oral or written understandings on that subject matter.

The order of precedence is: (1) negotiated written agreement; (2) applicable Order, quote, or checkout terms specific to the transaction; (3) service-specific terms; (4) the Commercial Terms; and (5) this Agreement; provided that this Agreement governs software use rights unless a higher-priority document expressly overrides it.

Headings are for convenience only and do not affect interpretation.

Electronic acceptance, click-through acceptance, electronic signatures, electronic records, and electronic communications satisfy any legal requirement that a contract or record be in writing or signed, to the extent permitted by law.

20. Survival

Any provision that by its nature should survive termination, expiration, or suspension will survive, including provisions relating to restrictions, confidentiality, ownership, feedback, disclaimer of warranties, limitation of liability, export controls, governing law, venue, injunctive relief, assignment, and general legal terms.

21. Contact and separate agreements

Legal questions: legal@nxus.systems
Commercial questions: contact@nxus.systems

If nxus.SYSTEMS enters into a separate written enterprise, partner, reseller, or other negotiated agreement with you that expressly covers the same Software or subject matter, that written agreement controls to the extent of any direct conflict.