Xnode Cortx End User License Agreement

1. Definitions

1. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.
2. "AI Output" means any text, code, data, recommendation or other content generated by a Model through Xnode Cortx in response to Customer Input.
3. "Authorized User" means an employee, contractor or agent of Customer or its Affiliates whom Customer permits to use Xnode Cortx and who is assigned a Seat.
4. "Customer Data" means all data, prompts, files, documents, credentials and other content that Customer or its Authorized Users input into, connect to, or process with Xnode Cortx ("Customer Input"), together with AI Output.
5. "Customer Environment" means the cloud account, project or subscription, and the clusters, networks and infrastructure, that Customer controls and in which Customer deploys Xnode Cortx.
6. "Documentation" means XNODE's then current user guides, deployment guides, infrastructure requirements and technical specifications for Xnode Cortx.
7. "License Key" means the license file or key XNODE issues to activate Xnode Cortx for a defined number of Seats, modules and Subscription Term.
8. "Model" means any large language model, machine learning model or AI service that Xnode Cortx connects to or routes requests to, whether supplied by Customer, a Marketplace Provider, or another third party.
9. "Order" means Customer's purchase of Xnode Cortx, including through a Marketplace public listing or a private offer accepted by Customer, which states the Seats, modules, fees and Subscription Term.
10. "Seat" means a named license entitling one Authorized User to use Xnode Cortx.
11. "Software" or "Xnode Cortx" means XNODE's AI Control Plane platform, including its container images, Helm charts, agents, connectors, MCP gateway, administrative consoles, Updates and Documentation.
12. "Subscription Term" means the period stated in the Order, including any renewal.
13. "Third Party Components" means open source or third party software, Models and services that are included with, or interoperate with, the Software.
14. "Updates" means patches, fixes and new versions of the Software that XNODE makes generally available to its customers during the Subscription Term.

2. License grant

2.1 License. Subject to this Agreement and payment of all fees, XNODE grants Customer a nonexclusive, nontransferable, nonsublicensable, worldwide license during the Subscription Term to (a) install, deploy and run the Software in the Customer Environment, and (b) permit Authorized Users to use the Software, in each case solely for Customer's and its Affiliates' internal business purposes, within the Seats, modules and limits stated in the Order and License Key.

2.2 Copies. Customer may make a reasonable number of copies of the Software for backup, disaster recovery, testing and nonproduction staging, provided those copies stay within the licensed Seats and are not used for production workloads beyond the Order.

2.3 Affiliates and contractors. Customer may let its Affiliates and contractors use the Software on Customer's behalf. Customer is responsible for their compliance with this Agreement.

3. Restrictions, License Keys and Seats

3.1 Restrictions. Except as this Agreement expressly allows, or applicable law requires despite this limitation, Customer will not, and will not let anyone else:

1. copy, modify, translate or create derivative works of the Software;
2. reverse engineer, decompile, disassemble, or try to derive source code, model weights, prompts or algorithms from the Software;
3. remove, bypass, disable or tamper with any License Key, license check, Seat control, security control or proprietary notice;
4. sell, resell, rent, lease, sublicense, or provide the Software as a hosted or managed service to third parties;
5. use the Software to build a competing product, or benchmark it for publication without XNODE's prior written consent;
6. use the Software in violation of law, the Marketplace Agreement, or any Model provider's acceptable use policy; or
7. use the Software to develop weapons, conduct unlawful surveillance, or make fully automated decisions with legal or similarly significant effects on individuals without appropriate human review.

3.2 License Keys. The Software will not operate without a valid License Key. XNODE issues License Keys after Customer's Order is confirmed. License Keys expire at the end of the Subscription Term.

3.3 Seats. Each Seat is assigned to one named Authorized User and may not be shared. Customer may reassign a Seat when an Authorized User leaves or changes role, but not to circumvent the Seat count. Use beyond the licensed Seats or modules requires an additional Order.

3.4 Usage verification. The Software reports Seat counts and module activation to XNODE for license compliance. On reasonable notice, and no more than once a year, Customer will certify its usage in writing. If usage exceeds the Order, Customer will purchase the excess at XNODE's then current list price, through the same Marketplace where available.

3.5 Third Party Components. Open source components are licensed under their own licenses, listed in the Documentation, and those licenses govern to the extent they grant broader rights. Nothing in this Agreement restricts rights Customer has under an open source license.

3.6 Evaluation use. If XNODE provides the Software for a sandbox, trial or proof of concept, Customer may use it for 30 days (or the period XNODE states in writing) solely to evaluate it, in a nonproduction environment. Evaluation use is provided "AS IS" without warranty, support commitment or indemnity, and XNODE's total liability for it is limited to US $1,000.

4. Customer Environment

4.1 Customer controls the infrastructure. Xnode Cortx runs inside the Customer Environment. Customer is responsible for provisioning, securing, operating, backing up and paying for that environment (including compute, GPU, storage, networking and cloud consumption charges), and for meeting the infrastructure requirements in the Documentation.

4.2 Customer responsibilities. Customer is responsible for (a) Authorized Users' acts and omissions; (b) identity, access and role configuration, including integration with Customer's identity provider; (c) the policies, guardrails, approvals and permissions Customer configures in the Software; and (d) the systems, databases, MCP servers and applications Customer connects to the Software, and having the rights to connect them.

4.3 XNODE access. XNODE has no standing access to the Customer Environment. XNODE accesses it only if Customer grants access for support, installation or troubleshooting, and then only as Customer directs and for that purpose.

5. Customer Data

5.1 Ownership. As between the parties, Customer owns all Customer Data, including AI Output, to the extent permitted by law and the terms of the applicable Model provider. XNODE claims no rights in Customer Data.

5.2 No training. XNODE will not use Customer Data to train, fine tune or improve any model, and will not sell or share Customer Data.

5.3 Customer Data stays with Customer. Customer Data is processed and stored in the Customer Environment and in the Models Customer chooses to connect. Except where Customer gives XNODE access under Section 4.3 or sends Customer Data to XNODE in a support request, XNODE does not receive Customer Data.

5.4 License and usage telemetry. The Software sends XNODE limited operational metadata: License Key validation, Seat counts, module activation, Software version and health status ("Usage Data"). Usage Data excludes prompts, AI Output, documents and other Customer Data. XNODE may use Usage Data to validate licenses, provide support, and maintain and improve the Software, and may publish it only in aggregated form that does not identify Customer or any individual.

5.5 Personal data. If XNODE processes personal data on Customer's behalf (for example, during support), it does so as a processor under XNODE's Data Processing Addendum, available on request, and XNODE's Privacy Policy. Customer is responsible for having a lawful basis and any required notices or consents for personal data it processes with the Software.

5.6 Regulated data. Customer may not use the Software to process protected health information unless the parties first sign a business associate agreement.

6. Models and AI Output

6.1 Models are third party services. Xnode Cortx governs, routes and monitors requests to Models; it does not supply them unless the Order says so. Customer's use of a Model is governed by Customer's agreement with that Model's provider. XNODE is not responsible for the availability, accuracy, security, pricing or terms of any Model.

6.2 Nature of AI Output. AI Output is generated probabilistically and may be inaccurate, incomplete, biased, or similar to output produced for others. Customer is responsible for reviewing AI Output and deciding how to use it, including applying human review before any decision that affects individuals' rights, finances, health or employment.

6.3 Guardrails. Guardrails, policies, data loss prevention, approval workflows and monitoring in Xnode Cortx reduce risk but do not guarantee that every prohibited input, output or action will be detected or blocked. Customer remains responsible for its compliance obligations.

6.4 Agents. Where Customer configures agents to take actions in connected systems, those actions are taken on Customer's instructions and within the permissions Customer grants. Customer is responsible for the scope of those permissions and for actions taken within them.

7. Fees and payment

7.1 Marketplace billed Orders. Where a Marketplace listing or private offer is billed by the Marketplace Provider, fees are stated in that listing or offer and are invoiced and collected by the Marketplace Provider under the Marketplace Agreement. Payment to the Marketplace Provider satisfies Customer's payment obligation to XNODE for that Order.

7.1A Bring your own license (BYOL) and direct Orders. Where a Marketplace listing is offered as bring your own license, or Customer purchases directly from XNODE, Customer obtains its license from XNODE under an Order with XNODE, and XNODE invoices the fees stated in that Order. Unless the Order states otherwise, fees are invoiced annually in advance and due within 30 days of the invoice date, in US dollars. The Marketplace Provider bills Customer separately for the infrastructure the Customer Environment consumes; those charges are not fees under this Agreement.

7.2 Taxes. For Marketplace Orders, taxes are handled as set out in the Marketplace Agreement. For direct Orders, Customer pays all applicable taxes other than taxes on XNODE's net income.

7.3 Nonpayment. If the Marketplace Provider notifies XNODE that an Order is unpaid or canceled, or a direct Order is more than 30 days past due, XNODE may suspend the License Key after 15 days' written notice until payment is made.

7.4 No refunds. Except as stated in Sections 11.2, 12.2 and 14.3, fees are noncancelable and nonrefundable.

8. Support and Updates

8.1 Support. During the Subscription Term, XNODE will provide technical support for the Software under its support terms at xnode.ai/contact, including the severity levels and response targets stated there or in the Order.

8.2 Updates. XNODE will make Updates available during the Subscription Term. Customer decides when to install them in the Customer Environment. XNODE supports the current version and the two prior minor versions; issues fixed in a later version may require Customer to upgrade.

8.3 Exclusions. Support does not cover problems caused by the Customer Environment, Models, unsupported modifications, or use outside the Documentation.

9. Ownership and feedback

9.1 XNODE's rights. XNODE and its licensors own all right, title and interest in the Software, aggregated Usage Data, and all related intellectual property. The Software is licensed, not sold. XNODE reserves all rights not expressly granted.

9.2 Feedback. If Customer gives XNODE suggestions or feedback, XNODE may use them without restriction or obligation. Feedback does not include Customer Data or Customer's Confidential Information.

10. Confidentiality

10.1 Obligations. "Confidential Information" means nonpublic information one party discloses to the other that is marked confidential or should reasonably be understood as confidential, including the Software, its pricing, security documentation and Customer Data. The recipient will use it only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to employees, Affiliates, advisors and contractors who need to know it and are bound by similar duties.

10.2 Exclusions and required disclosure. Confidential Information does not include information that is or becomes public without the recipient's fault, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party. The recipient may disclose Confidential Information when legally required, after giving the discloser prompt notice where lawful.

10.3 Return. On termination, each party will return or destroy the other's Confidential Information on request, except copies kept under routine backup or legal retention, which remain protected.

11. Warranties and disclaimers

11.1 Mutual. Each party warrants that it has authority to enter this Agreement and will comply with laws that apply to its performance.

11.2 XNODE warranty. XNODE warrants that, for 90 days after first delivery of each licensed version, the Software will perform materially as described in the Documentation, and that XNODE will use industry standard measures to keep the Software free of viruses and malicious code when delivered. Customer's exclusive remedy, and XNODE's sole obligation, for breach of this warranty is for XNODE to use reasonable efforts to correct the nonconformity; if XNODE cannot do so within 30 days of Customer's written notice, either party may terminate the affected Order and XNODE will refund prepaid fees for the remaining Subscription Term.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE, AI OUTPUT, THIRD PARTY COMPONENTS AND MODELS ARE PROVIDED "AS IS." XNODE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. XNODE DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED, THAT AI OUTPUT WILL BE ACCURATE, OR THAT THE SOFTWARE WILL MAKE CUSTOMER COMPLIANT WITH ANY LAW OR REGULATION.

12. Indemnification

12.1 By XNODE. XNODE will defend Customer and its Affiliates against any third party claim alleging that the Software, as delivered by XNODE and used under this Agreement, infringes or misappropriates that third party's patent, copyright, trademark or trade secret, and will pay damages and costs finally awarded or agreed in settlement.

12.2 Mitigation. If the Software is, or XNODE reasonably believes it may be, subject to such a claim, XNODE may at its option (a) obtain the right for Customer to keep using it, (b) modify it to be noninfringing without material loss of functionality, or (c) if neither is commercially reasonable, terminate the affected Order and refund prepaid fees for the remaining Subscription Term.

12.3 Exclusions. Section 12.1 does not apply to claims arising from Customer Data, AI Output, Models, Third Party Components, the Customer Environment, combinations with items XNODE did not provide, modifications not made by XNODE, use of a superseded version when an Update would have avoided the claim, or use in breach of this Agreement.

12.4 By Customer. Customer will defend XNODE and its Affiliates against any third party claim arising from Customer Data, Customer's use of AI Output, or Customer's use of the Software in breach of Section 3.1 or applicable law, and will pay damages and costs finally awarded or agreed in settlement.

12.5 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement may impose liability or admissions on the indemnified party without its consent.

12.6 Exclusive remedy. This Section 12 states each party's entire liability and exclusive remedy for third party claims of the kind described.

13. Limitation of liability

13.1 Excluded damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR XNODE CORTX UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

13.3 Excluded Claims. "Excluded Claims" means (a) a party's indemnification obligations under Section 12; (b) Customer's breach of Section 3.1 or infringement of XNODE's intellectual property; (c) Customer's obligation to pay fees; and (d) a party's gross negligence, willful misconduct or fraud.

13.4 Application. These limitations apply to all theories of liability, including contract, tort and strict liability, and even if a limited remedy fails of its essential purpose.

14. Term and termination

14.1 Term. This Agreement starts on the Effective Date and continues until every Order has expired or been terminated. Each Order runs for its Subscription Term and renews only as stated in the Order or the Marketplace Agreement.

14.2 Termination for breach. Either party may terminate an Order on written notice if the other party materially breaches this Agreement and does not cure the breach within 30 days of notice. XNODE may suspend the License Key immediately if Customer breaches Section 3.1 or its use poses a security risk to XNODE or others, and will restore it once the issue is resolved.

14.3 Effect. On expiration or termination, Customer's license ends, the License Key stops working, and Customer will stop using and delete the Software from the Customer Environment. Customer Data remains in the Customer Environment and under Customer's control. If Customer terminates for XNODE's uncured breach, XNODE will refund prepaid fees for the remaining Subscription Term. Sections 1, 3.1, 5, 7 (for unpaid fees), 9, 10, 11.3, 12, 13, 14.3, 15, 16 and 17 survive.

15. Compliance

15.1 Export and sanctions. Each party will comply with US and other applicable export control and sanctions laws. Customer will not export, reexport or allow access to the Software in any embargoed country or region, or by any person on a US government restricted party list.

15.2 US government users. The Software and Documentation are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. US government users acquire only the rights in this Agreement.

15.3 Anti corruption. Neither party has offered or received any improper payment or benefit in connection with this Agreement.

16. Governing law and disputes

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York. The UN Convention on Contracts for the International Sale of Goods does not apply. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17. General

17.1 Entire agreement. This Agreement (including the applicable Schedule), the Order and any signed terms described above are the parties' entire agreement on this subject and supersede prior proposals and understandings.

17.2 Changes. XNODE may update this Agreement for new Orders and renewals by posting a new version at this page and on the Marketplace listing. Changes do not apply to a current Subscription Term unless Customer agrees in writing.

17.3 Assignment. Neither party may assign this Agreement without the other's written consent, except to an Affiliate or a successor in a merger, acquisition or sale of substantially all relevant assets, with notice. Any other assignment is void.

17.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

17.5 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, agency or fiduciary relationship and no third party beneficiaries.

17.6 Publicity. Neither party will use the other's name or logo in marketing without prior written consent.

17.7 Notices. Notices must be in writing and sent to the address in the Order or Customer's Marketplace account (for Customer) or to legal@xnode.ai and XNODE INC., [street address], Westport, Connecticut [ZIP] (for XNODE). Email notice is effective on receipt.

17.8 Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent needed and the rest stays in effect. A failure to enforce a provision is not a waiver.

Marketplace schedules

The Schedule for the Marketplace through which Customer purchases applies to that Order and controls over the body of this Agreement if they conflict.

Schedule A: Google Cloud Marketplace

A.1 Marketplace Agreement. Purchases are made under the Google Cloud Marketplace Terms of Service and Customer's agreement with Google for Google Cloud. Google is not a party to this Agreement.

A.2 Billing. Xnode Cortx is offered on Google Cloud Marketplace as bring your own license. Customer obtains its License Key from XNODE at xnode.ai/get-license under an Order with XNODE, and XNODE invoices license fees under Section 7.1A. Google bills Customer separately, on Customer's Google Cloud billing account, for the Google Cloud infrastructure the Customer Environment consumes. If XNODE later offers Xnode Cortx through a Google billed listing or private offer, Section 7.1 applies to that Order.

A.3 Deployment. Customer deploys Xnode Cortx in Google Cloud projects, clusters or instances that Customer manages.

Schedule B: AWS Marketplace

B.1 Marketplace Agreement. Purchases are made under Customer's agreement with Amazon Web Services, Inc. (or its applicable affiliate) and the terms governing AWS Marketplace purchases. AWS is not a party to this Agreement.

B.2 Billing. For an AWS billed listing or private offer, AWS invoices and collects fees for Xnode Cortx through Customer's AWS account under Section 7.1. Where Customer obtains its license directly from XNODE, Section 7.1A applies. AWS infrastructure consumed by the Customer Environment is billed to Customer separately by AWS.

B.3 Deployment. Customer deploys Xnode Cortx in AWS accounts, clusters or instances that Customer manages.

Schedule C: Microsoft Azure Marketplace

C.1 Marketplace Agreement. Purchases are made under the Microsoft Commercial Marketplace Terms of Use and Customer's agreement with Microsoft for Azure. Microsoft is not a party to this Agreement.

C.2 Billing. For a Microsoft billed listing or private offer, Microsoft invoices and collects fees for Xnode Cortx through Customer's Azure billing account under Section 7.1. Where Customer obtains its license directly from XNODE, Section 7.1A applies. Azure infrastructure consumed by the Customer Environment is billed to Customer separately by Microsoft.

C.3 Deployment. Customer deploys Xnode Cortx in Azure subscriptions, clusters or instances that Customer manages.