End-User License Agreement

2.1 License Grant

Subject to the terms and conditions of this Agreement and Licensee’s timely payment of all applicable fees, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for Licensee’s internal business operations, in accordance with the Deployment Mode and license tier specified in the applicable Order Form.

2.2 Authorized Users

Licensee may permit Authorized Users to access and use the Software, provided that: (a) the number of Authorized Users does not exceed the number of licensed seats purchased; (b) each Authorized User agrees to terms at least as protective as this Agreement; and (c) Licensee remains responsible for all acts and omissions of its Authorized Users.

2.3 Deployment Mode Rights

The rights granted under this Agreement vary by Deployment Mode as follows:

• Cloud Deployment: Licensor hosts and operates the Software on Licensor’s infrastructure. Licensee accesses the Software via the internet. Licensor is responsible for platform availability, security patching, and infrastructure. Service levels for Cloud Deployment, if any, are set forth in the applicable Order Form or Service Level Exhibit.
• Self-Hosted Deployment: Licensee installs and operates the Software on Licensee’s own infrastructure (on-premise or customer-managed cloud). Licensee is responsible for infrastructure, security configuration, and patching of the host environment. Licensor provides software updates and support per the applicable support tier.
• Air-Gapped Deployment: Licensee installs and operates the Software on a physically isolated network with no internet connectivity. Software and model files are delivered via approved physical media. Licensee assumes full responsibility for all infrastructure, security, and compliance within the isolated environment. Licensor has no remote access to the Licensee’s environment.

2.4 Restrictions

Licensee shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by applicable law;
• Sell, resell, sublicense, transfer, assign, or otherwise dispose of the Software or any rights therein, except as expressly permitted herein;
• Remove or alter any proprietary notices, labels, or marks on the Software;
• Use the Software to provide services to third parties (e.g., as a service bureau or outsourcing provider) without prior written consent from Licensor;
• Use the Software in violation of any applicable law, regulation, or government order; or
• Attempt to gain unauthorized access to the Software, related systems, or networks.

For clarity, nothing in this Section 2.4 restricts Licensor or its affiliates and authorized partners (including IndirectTek’s professional services arm and authorized resellers such as Carahsoft) from using or making the Software available in connection with delivering authorized professional services or fulfilling Order Forms.

3.1 Licensee Owns Customer Data

As between the parties, Licensee retains all right, title, and interest in and to Customer Data. Licensor acquires no rights in Customer Data except as necessary to perform its obligations under this Agreement.

3.2 No Telemetry — Self-Hosted and Air-Gapped

In Self-Hosted and Air-Gapped Deployment Modes: (a) the Software does not transmit Customer Data, usage data, telemetry, or any other information to Licensor or any third party; (b) no outbound network calls are made from the Software to Licensor’s systems; and (c) Licensor has no access, visibility, or monitoring capability within Licensee’s environment. Licensee is solely responsible for the security and integrity of Customer Data in Self-Hosted and Air-Gapped deployments.

3.3 Cloud Deployment Data Processing

In the Cloud Deployment Mode, Licensor processes Customer Data solely to provide the Software services to Licensee. Licensor shall: (a) not use Customer Data for any purpose other than providing the Software; (b) not sell, share, or disclose Customer Data to third parties except as required to deliver the services or as required by law; (c) implement and maintain technical and organizational security measures appropriate to the risk of the processing and the nature of the data, as further described in Licensor’s Security Addendum or Data Processing Addendum (available upon request); and (d) delete or return Customer Data upon termination of this Agreement, as specified in Section 8.4. Licensor maintains a SOC 2 Type 1 program (with SOC 2 Type 2 and FedRAMP Ready status on its compliance roadmap) and will execute a Data Processing Addendum or other security exhibit upon Licensee’s reasonable request.

3.4 AI Processing

Licensee acknowledges that the Software uses artificial intelligence and machine learning features. In Self-Hosted and Air-Gapped modes, all AI inference occurs entirely within Licensee’s environment using locally deployed models delivered via approved physical media, and no Customer Data is transmitted externally for AI processing. In Cloud mode, AI processing occurs within Licensor’s hosted environment and is subject to Section 3.3. Licensor makes no representations or warranties regarding the accuracy, completeness, or fitness for purpose of outputs generated by AI models. Licensee is solely responsible for reviewing and validating all AI-generated outputs before relying on them for any purpose.

3.5 Government Data Handling

For Licensee entities that are U.S. government agencies or contractors subject to federal data handling requirements, including but not limited to FISMA, FedRAMP, DFARS, ITAR, CUI handling requirements under NIST SP 800-171, and CMMC Level 2 or higher, Licensor will work in good faith with Licensee to execute appropriate data processing addenda, government contract clauses, or other documentation required by applicable law or regulation.

4.1 License Fees

Licensee shall pay the license fees specified in the applicable Order Form. Fees are due net thirty (30) days from the invoice date unless otherwise specified in the Order Form.

4.2 License Tiers

The Software is available in the following license tiers. Applicable fees are set forth in the Order Form:

• Team: Standard cloud-hosted deployment with core agile and AI features. Pricing as set forth in the applicable Order Form.
• Business: Enhanced features, priority support, and advanced AI capabilities. Pricing as set forth in the applicable Order Form.
• Self-Hosted: On-premise or customer-cloud deployment with full data sovereignty. Includes air-gapped deployment rights. Pricing as set forth in the applicable Order Form.
• Government Pricing: Available as specified in the applicable Order Form or reseller agreement. Government discount applied off published list price.

4.3 Taxes

All fees are exclusive of applicable taxes. Licensee is responsible for all sales, use, value-added, and similar taxes, excluding taxes on Licensor’s net income.

4.4 Late Payment

Amounts not paid within thirty (30) days of the due date may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensor reserves the right to suspend access to Cloud Deployment services upon thirty (30) days’ written notice of non-payment.

5.1 Software Updates

Licensor will provide Licensee with software updates, bug fixes, and security patches during the term of this Agreement. For Self-Hosted and Air-Gapped deployments, updates are delivered as new container images via Licensor’s delivery mechanism. Licensee is responsible for applying updates within its environment.

5.2 Support Tiers

Support is provided in accordance with the tier specified in the Order Form. Response times are measured in business hours (Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding U.S. federal holidays):

5.3 Service Levels

Uptime commitments, service credits, and other service-level terms applicable to Cloud Deployment, if any, are set forth in the applicable Order Form or Service Level Exhibit. In the absence of an executed Service Level Exhibit, Licensor provides Cloud Deployment on a commercially reasonable best-efforts basis without specific uptime guarantees.

6.1 Ownership

The Software, Documentation, and all Intellectual Property Rights therein are and shall remain the exclusive property of Licensor. This Agreement does not transfer any ownership interest in the Software to Licensee. Licensee acknowledges that it is acquiring only a limited license to use the Software as expressly set forth herein.

6.2 Feedback

If Licensee provides Licensor with any suggestions, enhancement requests, recommendations, or other feedback regarding the Software (“Feedback”), Licensor may use such Feedback for any purpose, including incorporating it into the Software, without restriction or obligation to Licensee.

6.3 Open Source Components

The Software may include open source software components that are subject to separate license terms. A list of open source components and their applicable licenses is available upon request. Nothing in this Agreement restricts Licensee’s rights under applicable open source licenses.

7.1 Definition

Each party may have access to Confidential Information of the other party. “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to: software code, technical documentation, pricing, business plans, and Customer Data.

7.2 Obligations

Each party agrees to: (a) hold the other’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for the purposes of this Agreement. Each party may disclose Confidential Information to its employees, contractors, or agents who have a need to know, provided they are bound by confidentiality obligations no less restrictive than those herein.

7.3 Duration

The confidentiality obligations in this Section 7 shall survive termination or expiration of this Agreement for a period of five (5) years; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as the information remains a trade secret. Customer Data shall remain confidential for so long as it is in the receiving party’s possession.

7.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party.

7.5 Government Contractors

Licensee that is a U.S. government contractor acknowledges that disclosure of Licensor’s Confidential Information to the government may be subject to applicable federal laws governing trade secrets and proprietary data, and Licensee shall take reasonable steps to invoke applicable protections.

8.1 Term

This Agreement commences on the Effective Date and continues for the subscription term specified in the Order Form. Unless otherwise specified, subscriptions auto-renew for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

8.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

8.3 Termination for Convenience

Licensee may terminate this Agreement at any time upon sixty (60) days’ written notice to Licensor. In the event of termination for convenience, Licensor shall not be obligated to refund any prepaid, non-cancellable fees, except as required by applicable law or by the termination-for-convenience clauses applicable to U.S. federal government contracts (including FAR 52.249-2 and FAR 52.212-4(l)), in which case settlement and refund terms shall be governed by the applicable government contract clauses.

8.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted herein immediately terminate; (b) Licensee shall cease all use of the Software and destroy or return all copies in its possession; (c) for Cloud Deployments, Licensor will make Customer Data available for export for sixty (60) days following termination, after which Licensor may delete Customer Data; and (d) for Self-Hosted and Air-Gapped Deployments, Licensee retains responsibility for any data within its environment.

8.5 Survival

The following provisions shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 3.1 (Customer Data Ownership), Section 4 (with respect to fees accrued prior to termination), Section 6 (Intellectual Property), Section 7 (Confidentiality, for the duration specified in Section 7.3), Section 8.4 (Effect of Termination), this Section 8.5, Section 9.2 (Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (General Provisions), and any other provision that by its nature should survive.

9.1 Licensor Warranties

Licensor warrants that: (a) it has the right and authority to grant the licenses set forth herein; (b) the Software will perform materially in accordance with the Documentation; and (c) Licensor will implement and maintain reasonable security measures appropriate to the risk of the processing and the nature of the data.

9.2 Sole and Exclusive Remedy

Licensee’s sole and exclusive remedy, and Licensor’s entire liability, for breach of the warranty in Section 9.1(b) shall be, at Licensor’s option and expense, to: (i) repair or re-perform the affected Software; or (ii) if Licensor determines that neither option is commercially reasonable, terminate this Agreement and refund the prepaid, unused portion of fees attributable to the affected Software. Licensee must notify Licensor of any warranty claim in writing within thirty (30) days of discovery.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

9.4 Government End Users

The Software and Documentation are “Commercial Items” as defined in FAR 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.227-19, DFARS 227.7202, and FAR 52.212-4, as applicable.

10.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 General Liability Cap

EXCEPT AS SET FORTH IN SECTIONS 10.3 AND 10.4, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Enhanced Cap for Specified Claims

NOTWITHSTANDING SECTION 10.2, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 AND (B) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 SHALL NOT EXCEED THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.4 Excluded Claims

The limitations in Sections 10.1, 10.2, and 10.3 do not apply to: (a) Licensee’s payment obligations under Section 4; (b) damages arising from a party’s gross negligence or willful misconduct; or (c) liability that cannot be limited or excluded under applicable law.

11.1 Licensor Indemnification

Licensor will defend Licensee against any third-party claim alleging that the Software, as provided by Licensor and used in accordance with this Agreement, infringes a third party’s U.S. intellectual property rights, and will pay any court-awarded damages or settlements approved by Licensor (subject to the cap in Section 10.3). This obligation does not apply if the alleged infringement arises from: (a) modifications to the Software by Licensee; (b) combination of the Software with third-party products not provided by Licensor; or (c) Licensee’s continued use of the Software after being notified of the alleged infringement.

11.2 Remedies for Infringement

If the Software is held to infringe, or if Licensor reasonably believes the Software may be held to infringe, Licensor may, at its option and expense: (a) procure for Licensee the right to continue using the Software; (b) modify or replace the Software so that it becomes non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected license and refund the prepaid, unused portion of fees attributable to the affected Software. The remedies in this Section 11.2 state Licensor’s sole obligation, and Licensee’s sole and exclusive remedy, with respect to claims of intellectual property infringement.

11.3 Licensee Indemnification

Licensee will defend and hold harmless Licensor against any third-party claim arising from: (a) Licensee’s use of the Software in violation of this Agreement; (b) Customer Data, including any claim that Customer Data infringes third-party rights; or (c) Licensee’s violation of applicable law.

11.4 Procedure

The indemnifying party’s obligations under this Section 11 are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim (provided no settlement requiring an admission of liability or payment by the indemnified party shall be entered without that party’s prior written consent, not to be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying party’s expense.

12.1 Governing Law

This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina, for resolution of any disputes.

12.2 Government Contracts

Notwithstanding Section 12.1, to the extent this Agreement is incorporated into a federal government prime contract or subcontract, applicable federal law shall govern disputes arising under the government contract. Nothing herein limits the rights of the U.S. Government as a party to a contract.

12.3 Export Compliance

Licensee shall comply with all applicable U.S. and international export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Licensee shall not export or re-export the Software to any country, person, or entity prohibited by applicable law.

12.4 Anti-Corruption and Sanctions

Each party shall comply with all applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) and economic sanctions and trade restrictions administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC) and other competent authorities. Each party represents that it is not, and is not owned or controlled by, a person on the OFAC Specially Designated Nationals and Blocked Persons List or otherwise subject to comprehensive U.S. sanctions.

12.5 Insurance

Throughout the term of this Agreement, Licensor shall maintain, at its own expense, commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and professional liability/errors and omissions insurance (including technology errors and omissions and an intellectual property endorsement) with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. Licensor will provide certificates of insurance evidencing such coverage upon Licensee’s reasonable written request.

12.6 Entire Agreement

This Agreement, together with all Order Forms and addenda, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements, representations, and understandings. In the event of any conflict between this Agreement and an Order Form, the Order Form shall control with respect to the subject matter of that Order Form.

12.7 Amendment

Licensor may update this Agreement from time to time. For Cloud Deployment subscribers on Licensor’s standard online terms (Team tier), Licensor will provide at least thirty (30) days’ written notice of material changes, and continued use of the Software after the effective date of changes constitutes acceptance. For Licensees under a negotiated and signed Order Form, including Business, Self-Hosted, and Government deployments, this Agreement may only be amended by a written instrument signed by both parties; provided, that Licensor may give Licensee at least thirty (30) days’ prior written notice of proposed material changes, and if Licensee objects in writing within such notice period, Licensee may terminate the affected subscription without penalty effective at the end of the then-current paid term and receive a pro rata refund of any prepaid, unused fees.

12.8 Waiver and Severability

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

12.9 Assignment

Neither party may assign this Agreement or any rights hereunder without the other party’s prior written consent, except that either party may assign this Agreement, on prior written notice and without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement and is not a competitor of the other party. Any purported assignment in violation of this Section is void.

12.10 Notices

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses specified in the Order Form. Notices to Licensor shall be sent to: [email protected], IndirectTek LLC, Fuquay-Varina, NC.

12.11 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control and not caused by its negligence, including acts of God, war, terrorism, civil unrest, pandemic, government action, or labor disputes, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. For the avoidance of doubt, ordinary failures of Licensor’s own infrastructure or third-party hosting providers used by Licensor to deliver Cloud Deployment services do not constitute force majeure with respect to Licensor’s service availability obligations.

12.12 Publicity

Licensor may identify Licensee as a customer of the Elixium platform and use Licensee’s name and logo, in their then-current form, in customer lists, on Licensor’s website, and in marketing materials, in each case in a manner consistent with any trademark guidelines provided by Licensee. Licensee may opt out of such use at any time by written notice to Licensor, and Licensor will cease such use within a commercially reasonable period after receipt of the notice. Any case study, press release, or detailed customer story referencing Licensee shall require Licensee’s prior written approval, not to be unreasonably withheld.

12.13 Audit

For Self-Hosted and Air-Gapped Deployments, Licensor may, no more than once per calendar year and on at least thirty (30) days’ prior written notice, request that Licensee certify in writing the number of Authorized Users accessing the Software and the deployment environment(s) in which the Software is installed. If a discrepancy reveals usage in excess of licensed seats, Licensee shall pay the applicable additional fees for the excess use. Licensor will treat all information received under this Section 12.13 as Licensee’s Confidential Information.