Service Terms and Conditions

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AND ALL REFERENCES TO "YOU" SHALL INCLUDE SUCH ENTITY. BY ACCESSING OR USING THE PRODUCT, YOU AGREE TO BE BOUND BY THESE TERMS.

1.1 Definitions

"Account" means the Customer's subscription account for accessing the Service.

"Agreement" means these Electronic License Terms and Conditions, together with any Orders, Exhibits, and Amendments.

"Billing period" means the next time you are invoiced, be that monthly, yearly or on the next time we raise an invoice to you.

"Customer" or "Licensee" means the entity or individual subscribing to the Service.

"Documentation" means the technical documentation, user guides, and specifications provided by Nalpeiron for the Service.

"Effective Date" means the date the Order is signed by both Parties, unless the Order itself specifies a different start or effective date.

"Enterprise customer" means customers with annual revenue of $5 million USD or greater.

"Enterprise % customer" means customers with a contract where the charges are related to protected revenues reported to Nalpeiron.

"Good faith estimate" means the Customer's projected revenues for product(s) sales managed through the Zentitle service. It is calculated using the company's internal financial plans for the coming year.

"License Level" means the authorized usage level specified in the applicable Order.

"Nalpeiron" means Nalpeiron Inc, Nalpeiron LLC or Nalpeiron Growth Inc.

"Order" means a purchase order, order form, or other ordering document executed by both Parties.

"Overage" means usage that exceeds the License Level specified in an Order.

"Products" means products or services managed through the Zentitle platform even if they are delivered as a service, firmware, software, or hardware with embedded firmware that calls the Zentitle service, or anything else.

"Protected revenues" means all revenues directly attributable to the sale, license, subscription, lease, or other monetization of Products that are managed, controlled, protected, or licensed through the Nalpeiron Growth Platform, including but not limited to: (a) Initial purchase prices, license fees, and one-time charges for Products; (b) Recurring subscription fees, SaaS fees, or rental charges for Products; (c) Usage-based fees, metered charges, or transaction fees for Products; (d) Maintenance, support, and update fees that are bundled with, required for, or related to Product access or use; (e) Upgrade fees, version upgrade charges, or feature unlock fees; (f) Revenue from Products delivered as software, firmware, hardware with embedded firmware, or services that call or authenticate through the Nalpeiron Growth Platform; (g) Revenue from tiered product offerings, add-on modules, or premium features where any tier or component uses the Nalpeiron Growth Platform; (h) Early access fees, beta access fees, or preview version charges; (i) Revenue-sharing payments received from distributors, resellers, or partners for Products managed through the Nalpeiron Growth Platform.

"Renewal Term" means each successive subscription period following the Initial Term.

"Service" means the Nalpeiron Growth Platform and related services as described in the Documentation.

"SLA" means Service Level Agreement.

"SMB customer" means small and medium business customers with annual revenue below $5 million USD.

"Term" means the Initial Term plus any Renewal Terms.

These Terms govern any executed ordering document (including order forms, sales orders, proposals, or quotes) to which they are attached or incorporated (the "Order"). Together, these Terms and the Order constitute this "Agreement." In the event of conflict between these Terms and the Order, these Terms shall prevail unless the Order expressly states otherwise.

3.1 Service Coverage

These Service Terms apply to Nalpeiron's licensing services, known as Zentitle (v10) and The Nalpeiron Growth Platform (Zentitle2, Zengain, and Zenmeter), collectively referred to as the "Service" (new services effective October 1, 2023). These are separate service offerings contracted and invoiced separately.

3.2 Legal Contract

This Agreement is a legal contract between you ("Customer" or "Licensee") and Nalpeiron for the provision of the Service. If you purchase or use our services, this Agreement governs your purchase and use of such services. If you do not agree to these terms, you have no right to access or use the Service.

ELTC Document V8.1 (11/30/2025). A detailed change-log and a copy of the older version are available on request.

4.1 Version Control

4.1.1 Superseding Effect. These Terms replace all prior agreements between the parties. Previous versions are revoked effective as of the publication date.

4.1.2 Effective Date. Amendments become effective immediately upon publication. Continued use of the Service after publication means you accept the changes.

4.1.3 Which Version Applies. (a) Event Date Controls. The version in effect when an event occurred governs any dispute about that event. (b) Existing Customers. For customers with paid subscriptions as of November 30, 2025: events before that date are governed by the version in effect at the time (e.g., Version 7.2.3). Neither party can apply Version 8.0 to pre-November 30, 2025 events. (c) New Events. Events on or after November 30, 2025 are governed by Version 8.0 or later. (d) No Retroactive Application. Customer may not claim Version 8.0 rights (including enhanced refunds or termination rights) for events or claims before November 30, 2025. Both parties retain all rights and defenses under prior versions for historical claims. Continued use after November 30, 2025 means you agree to this non-retroactive application.

4.1.4 Exceptions. These Terms do not affect: (a) claims that arose before the amendment; (b) payment rights for services already provided; or (c) obligations that survive termination.

4.1.5 Material Changes. If Nalpeiron makes a material change that substantially affects your rights, you may object in writing within 30 days and terminate under Section 9.5.

4.1.6 Notification. Material changes will be posted here and sent to your email on file.

5.1 License Grant

Nalpeiron grants you a non-exclusive, non-transferable, worldwide right to use the Service solely for your internal business purposes, subject to this Agreement. Nalpeiron and its licensors reserve all rights not expressly granted.

5.2 Competitive Use Restriction

You may not access the Service if you are a direct competitor of Nalpeiron without prior written consent, or for monitoring, benchmarking, or competitive purposes.

5.3 Prohibited Activities

Customer shall not (in whole or in part): (a) Copy, frame, or mirror the Platform or Company Content; (b) Sublicense, resell, or distribute the Platform or Company Content to third parties; (c) Publicly perform, display, or communicate the Platform or Company Content; (d) Modify, create derivative works, or reverse engineer the Platform or Company Content; (e) Remove or alter proprietary rights notices; (f) Circumvent security features or technical protections; (g) Use the Platform to develop competing products or services; (h) Transmit malware, viruses, or malicious code; (i) Use virtualization, multiplexing, or pooling to reduce licensed users or endpoints; (j) Forge identifiers to disguise the origin of content; (k) Impose unreasonable loads on servers, network, or infrastructure; (l) Conduct or publish performance testing or benchmarking without prior written approval; or (m) Send spam, unlawful content, or material that infringes third-party rights or violates applicable laws.

5.4 Assumption of Risk

The Customer acknowledges that the use of the Platform is at the Customer's own risk, and the Company bears no liability for the Customer's or User's use of the Service.

6.1 Access and Availability

Upon payment of the applicable fees, you will receive access to Nalpeiron servers and be able to create user accounts according to your subscription level. Users may access the Service solely on your behalf to provide Service capabilities for your software products incorporating properly licensed Nalpeiron software. The Service is available 24/7, excluding scheduled maintenance and downtime.

6.2 Service Modifications

6.2.1 Material Modifications. Nalpeiron will provide at least thirty (30) days' prior written notice before making any Material Modification to the Service. For purposes of this Section, a "Material Modification" means any change that: (a) removes or substantially diminishes core functionality that Customer is actively using; (b) materially degrades Service performance or availability; or (c) materially and adversely affects Customer's ability to access or use the Service as contemplated in the Documentation. Material Modifications do not include: (i) updates or enhancements that add new features or functionality; (ii) modifications required to comply with applicable law or court order; (iii) changes to user interface, design, or user experience that do not remove core functionality; or (iv) routine maintenance, updates, patches, or bug fixes. Where reasonably practicable, if Nalpeiron discontinues a feature or functionality, Nalpeiron will use commercially reasonable efforts to provide substitute functionality that achieves substantially similar results, or will work with Customer in good faith to identify workarounds or alternative solutions.

6.2.2 Customer Termination Right. If Nalpeiron makes a Material Modification that substantially impairs Customer's use of the Service the customer may choose to terminate all or part of their contract with Nalpeiron and request a refund based on the terms outlined in the refund policy 9.5.

6.2.3 Non-Material Changes. Nalpeiron may make non-material changes, improvements, and updates to the Service without prior notice, including changes to features, functionality, user interface, and Service capacity.

6.2.4 Emergency Modifications. Notwithstanding the foregoing, Nalpeiron may immediately change, suspend, or discontinue any aspect of the Service without prior notice when Nalpeiron reasonably determines such action is necessary to: (a) address an imminent security threat or vulnerability; (b) prevent system abuse, fraud, or illegal activity; (c) comply with applicable law, regulation, or court order; (d) respond to a Force Majeure event as defined in Section 17.4; or (e) prevent or mitigate a Service outage or degradation affecting multiple customers.

7.1 Account Establishment

To access the Service, you must establish an account with a valid login name, password, and passphrase. You must be a human; automated account registration is prohibited. You must provide your legal name, a valid email address, and other required information.

7.2 Login Restrictions

Each login may only be used by one person; sharing logins is strictly prohibited. Admin accounts may create separate logins per your subscription level. You authorize us to process transactions using your login credentials.

7.3 Billing and Contact Information

You must provide complete and accurate billing and contact information (including legal company name, address, email, and authorized billing contact) and update such information within thirty (30) days of any change. Nalpeiron reserves the right to terminate access and pursue legal remedies in the event of providing false or fraudulent information.

7.4 Security and Liability

You are solely responsible for maintaining the confidentiality and security of all login credentials for your organization and must notify us immediately of any unauthorized use or disclosure. You are liable for all unauthorized activities and charges made using your credentials. Nalpeiron has no liability for unauthorized use or misuse of your credentials. Nalpeiron reserves the right to refuse or cancel login IDs that violate this Agreement.

7.5 Suspension for Unusual Activity

Nalpeiron may suspend access if unusual or material spikes in usage occur that are reasonably suspected to be fraudulent or materially impact Service operations. Nalpeiron will provide notice before suspension, where legally permitted and where such notice does not pose a security risk. Nalpeiron will reinstate access promptly once Customer resolves the issue.

8.1 Revenue Classification

Fees are based on the Customer's revenue classification:

• • SMB (Small/Medium Business): Annual revenue below $5 million USD
• • Enterprise: Annual revenue of $5 million USD or greater

Customers must provide accurate revenue information at the time of subscription and at the time of renewal. Misrepresentation of revenue classification may result in retroactive billing adjustments and immediate termination rights for Nalpeiron.

8.1.1 Misrepresentation: Intentional misrepresentation of revenue classification constitutes a material breach and may result in: (i) immediate retroactive billing adjustments to the correct tier for all affected periods; (ii) interest charges of 1.5% per month on underpaid amounts; and (iii) immediate termination rights for Nalpeiron under Section 9.2.2(d).

8.1.2 Pricing Application: Once revenue classification is determined, the applicable pricing tier remains in effect for the entire Initial Term or Renewal Term, even if revenue fluctuates during that period, except that Nalpeiron may adjust pricing mid-term upon discovery of misrepresentation.

8.2 Subscription Cancellation Notice Requirements

To cancel a subscription and prevent automatic renewal, Customer must provide written cancellation notice at least sixty (60) days before the end of the current subscription term.

8.2.1 Notice Requirements: (a) Delivery Method: Cancellation notice must be sent via email to cancelplease[at]nalpeiron[dot]com with the subject line "Cancellation Request"; (b) Format: The notice must be provided as a PDF attachment containing written notice on company letterhead or including the company's full legal name and business address; (c) Required Information: The cancellation notice must include all of the following:

• • Customer's full legal company name and address
• • Specific Order number(s), contract number(s), or subscription ID(s) being canceled
• • Name, email address, phone number, and job title of the individual authorized to request cancellation
• • Date the cancellation notice is signed
• • Desired cancellation effective date (which must be at least 60 days from the date Nalpeiron receives the notice)
• • Authorized signatory: signature of a senior manager, officer, or individual with authority to bind the company (Director level or above, or authorized signatory identified in the original Order)

8.2.2 Timing and Effectiveness: (a) Receipt Confirmation: The cancellation notice is effective upon Nalpeiron's receipt, as evidenced by email delivery confirmation. Nalpeiron will send a confirmation of receipt via email within three (3) business days. (b) 60-Day Minimum Notice: Cancellation notices must be both sent and received by Nalpeiron at least sixty (60) days before the end of the current subscription term to be effective for that term. (c) Late Notices: Cancellation requests received with less than sixty (60) days' notice before the current term end date will be effective at the end of the subsequent Renewal Term. (d) No Retroactive Cancellation: Cancellation notices cannot be made retroactive. Customer remains liable for all fees through the effective cancellation date. (e) Partial Cancellation: If Customer has multiple Orders or subscriptions, Customer may cancel one or more specific Orders while maintaining others, provided each canceled Order is specifically identified in the cancellation notice.

8.2.3 Invalid Notices: The following do not constitute valid cancellation notice:

• • Verbal notifications or phone calls
• • Email messages without required PDF attachment
• • Notices lacking required information specified above
• • Notices sent to email addresses other than cancelplease[at]nalpeiron[dot]com
• • Notices signed by unauthorized individuals

8.3 Fees and Payment

Nalpeiron bases fees on the Licensee's revenue classification (SMB or Enterprise) and may adjust them through annual revenue verification processes. All fees are in USD and non-cancelable. The minimum contract period is twenty-four (24) months. Fees are nonrefundable except as expressly provided in Section 9.5 (Refund Policy). Customer must pay within thirty (30) days after the date of a valid and undisputed invoice. Nalpeiron will take no action for non-payment while a valid dispute is pending.

8.4 True-Up Calculations (Enterprise % Only)

8.4.1 Applicability: This Section applies only to Enterprise customers on percentage-based revenue pricing plans (not fixed-price plans).

8.4.2 Annual Certification Requirement: Within thirty (30) days of each anniversary of the Effective Date, Customer must provide Nalpeiron with a written certification of actual protected revenues for the preceding twelve (12) month period.

8.4.3 Good Faith Estimate vs. Actual Reconciliation: (a) Initial Estimate: At the beginning of each Term, Customer provides a good faith estimate of projected protected revenues for the upcoming year. (b) True-Up Adjustment: The annual certification compares actual protected revenues to the good faith estimate. (c) Underpayment: If actual protected revenues exceeded the good faith estimate, Nalpeiron will invoice Customer for the difference within fifteen (15) business days of receiving the certification. Customer must pay the true-up invoice within thirty (30) days of the invoice date. (d) Overpayment: If actual protected revenues were lower, Customer may be eligible for credits pursuant to Section 8.11 (True-Down Terms).

8.4.4 Audit Rights: Nalpeiron may, no more than once per calendar year, conduct an audit of Customer's records to verify the accuracy of revenue certifications.

8.5 Payment Rules for Monthly Subscriptions

The minimum contract period is twenty-four (24) months. Changes to your account payments may only take place within one month of the end of the period or after the final month of your current subscription period. Nalpeiron bills the Service monthly in advance. Nalpeiron provides no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. Monthly payment plans do not qualify for voluntary early termination refunds.

8.6 Overage

If Customer usage exceeds its License Level ("Overage"), Customer will correct the Overage by purchasing additional licenses within thirty (30) days of the Overage. If the Customer does not purchase licenses for the Overage within the thirty (30) day period, Nalpeiron may suspend the Customer's use of the Service by providing fifteen (15) days' prior notice.

8.7 Payment Process and Terms

8.7.1 Invoice Timing and Payment Due Dates: Nalpeiron will invoice fees up to sixty (60) days before the start date of the contract Term. The customer must pay within thirty (30) days of the start date as provided on the invoice.

8.7.2 Consequences of Non-Payment for Renewal Terms: Nalpeiron will terminate your subscription if it does not receive Fees for a contract Term within sixty (60) days of the start date of the contract, subject to the notice and grace period provisions in Section 8.9. Terminated accounts will still be liable for any outstanding subscription fees. All amounts are in USD.

8.8 Automatic Renewal

Unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Term, or agrees to a new contract in writing, the subscription will automatically renew for successive periods equal to the Initial Term at Nalpeiron's then-current rates. The renewal will be subject to increases as outlined in section 8.10.

8.9 Grace Periods and Suspension for Non-Payment

8.9.1 Payment Grace Period: If payment is not received by the due date, Nalpeiron will provide written notice via email to the Customer's registered billing contact. The customer will have a ten (10) day grace period from the date of notice to remit payment before any suspension action is taken.

8.9.2 Service Suspension for Non-Payment: If payment is not received within the grace period specified in Section 8.9.1, Nalpeiron may suspend access to the Service. Nalpeiron will keep suspended accounts inaccessible until Customer pays all outstanding fees in full.

8.9.3 Reactivation After Suspension: Upon receipt of all outstanding payments, Nalpeiron will reactivate the Account within two (2) business days. Reactivation does not extend the subscription term or provide credits for suspension periods.

8.9.4 Termination Following Extended Non-Payment: If payment remains outstanding for sixty (60) days after the original due date, Nalpeiron may terminate the Agreement upon an additional fifteen (15) days' written notice.

8.9.5 Customer Liability for Fees During Suspension: Customer remains liable for all subscription fees during any suspension period. Suspension does not relieve the Customer of payment obligations.

8.9.6 Data Retention During and After Suspension: During suspension, Nalpeiron will retain Customer data for ninety (90) days. If the Account is not reactivated within ninety (90) days of suspension, Nalpeiron may permanently delete all Customer data without further notice.

8.10 Pricing Adjustments for Renewal Terms

8.10.1 Annual Price Increase: Nalpeiron increases fees for Renewals annually at the current rate of 5% for non-prepaid contracts. There may be further increases depending on market conditions, in those cases written notice will be given at least sixty (60) days before the renewal date.

8.10.2 Rejection of Pricing Increase: If the Customer does not agree to the pricing increase, Customer may terminate the Agreement by providing written notice as specified in Section 8.2 with termination effective on the last day of the then-current Term. Nalpeiron will provide no refunds for early termination except as specified in Section 9.5.

8.11 True-Down Terms (Enterprise % Agreements Only)

Enterprise clients using our % revenue terms may request prorated subscription credits if actual trailing 12-month certified revenues fall below the previous good-faith estimate. Credits apply only to: (i) transactions after November 1, 2023; (ii) clients in good standing; (iii) two-year forward contracts paid yearly or in advance; and (iv) standard pricing contracts using our % revenue tiered pricing. Credits are non-refundable and non-transferable, meaning they cannot be redeemed for cash and apply only as credits toward future renewal invoices. Credits are subject to audit and void upon non-renewal. If the Customer does not renew, all unused credits are forfeited with no cash value. For clients using Zentitle V10, or earlier, platform or on legacy and non-standard or discounted contracts are excluded from this clause. For clarity, true-down credits do not constitute "refunds" under Section 9.5 and are not available as cash payments under any circumstances.

8.12 Upgrade and Downgrade Policy

8.12.1 Mid-Term Upgrades: The customer may upgrade to a higher service tier at any time during the Term. Nalpeiron will calculate upgrade fees on a pro-rata basis for the remainder of the Term and invoice Customer immediately. Nalpeiron will implement upgrades within two (2) business days after receiving payment.

8.12.2 Mid-Term Downgrades: Downgrades to a lower service tier are not permitted during the current Term. The customer may elect a lower tier, effective at the next Renewal Term, by providing written notice at least thirty (30) days before the renewal date or work with Nalpeiron to renegotiate their contract terms.

8.12.3 No Refunds for Downgrades: Nalpeiron provides no refunds or credits for downgrades except as expressly provided in Section 9.5.

8.13 Notice Requirements for Pricing Changes

Nalpeiron will provide email notice of your renewal to discuss any material pricing changes outside these terms or your current contractual terms at least sixty (60) days before the start of the Renewal Term. Nalpeiron will send a renewal notice to the Customer's registered email address on file. Failure to object within thirty (30) days of notice constitutes acceptance of the new pricing or terms as notified.

8.14 Disputed Invoices

8.14.1 Dispute Notification Timeframe: Customer must notify Nalpeiron in writing of any invoice disputes within fifteen (15) days of the invoice date. Disputes must include: specific invoice number, detailed description of the dispute, and supporting documentation.

8.14.2 Undisputed Amounts Due During Dispute: The customer must pay all undisputed amounts by the original due date. Disputed amounts will not incur late fees or be subject to suspension during the dispute resolution period.

8.14.3 Dispute Resolution Process: Nalpeiron will investigate and respond to disputes within fifteen (15) business days. If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue resolution through the dispute resolution procedures in Section 17.

9.1 Termination Rights — General Overview

Either Party may terminate this Agreement: (a) Immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) Immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; (c) As otherwise expressly provided in this Agreement.

9.2 Termination by Nalpeiron

9.2.1 Termination for Non-Payment: Nalpeiron may terminate this Agreement for non-payment as specified in Section 8.9.4.

9.2.2 Termination for Cause: Nalpeiron may terminate this Agreement immediately upon written notice if: (a) Customer materially breaches this Agreement and fails to cure within thirty (30) days of written notice; (b) Customer violates Section 5.3 (Prohibited Activities); (c) Customer's use of the Service poses a security risk or violates applicable law; (d) Customer engages in fraudulent activity, including misrepresentation of revenue classification.

9.2.3 Material Breach by Nalpeiron: If Nalpeiron materially breaches this Agreement, Customer must provide written notice specifying the breach. Nalpeiron will have thirty (30) days from receipt of notice to cure the breach. If Nalpeiron fails to cure within this period, Customer may terminate pursuant to Section 9.1 and may be entitled to refunds as specified in Section 9.5.

9.2.4 Immediate Termination Events: Either Party may terminate immediately without a cure period upon: (a) Insolvency or bankruptcy of the other Party; (b) Cessation of business operations; (c) Breach of confidentiality obligations in Section 16; (d) Violation of intellectual property rights.

9.3 Termination by Customer

The Customer may terminate in the following circumstances: (a) Performance Warranty Breach: Where the Service fails to operate in substantial conformity with the Documentation and we cannot provide an error-correction, work-around, or replacement within a reasonable time as specified in Section 15.2. (b) Termination for Cause by Customer: Where you terminate this Agreement pursuant to Section 9.2.3. (c) Intellectual Property Infringement Remedy: Where we terminate the Service pursuant to Section 15.5.3 because we determine that we cannot reasonably (i) obtain the right for you to continue using the Service, (ii) modify the Service to make it non-infringing, or (iii) replace the Service with a non-infringing equivalent. (d) Claims under the Service Level Agreement (SLA): Under clause 12.11.4 — if the basis for termination is met per these SLA terms, customers may terminate their contract upon written notice of their intention to do so.

9.4 Effect of Termination

9.3.1 Service Access and License Termination: Upon termination or expiration of this Agreement: (a) All licenses granted hereunder immediately terminate; (b) Customer must cease all use of the Service; (c) Customer's access to the Account will be disabled; (d) Customer must return or destroy all Confidential Information and Documentation.

9.3.2 Data Export and Deletion: Customer may export data for sixty (60) days following notice of termination, after which Nalpeiron may permanently delete all Customer Data. Customer is solely responsible for exporting data before the expiration of this period.

9.3.3 Financial Obligations Upon Termination: (a) Customer Termination for Cause: Where Customer terminates for cause pursuant to Section 9.2.3, Nalpeiron will refund Customer as specified in Section 9.5.1(b). (b) Customer Voluntary Termination: Where Customer terminates voluntarily without cause, Customer remains liable for all fees through the end of the then-current Term. No refunds will be provided. (c) Nalpeiron Termination for Cause: Where Nalpeiron terminates for cause pursuant to Section 9.2.2, Customer remains liable for all fees through the end of the then-current Term, plus any damages. (d) Termination for Insolvency: Where either Party terminates due to the other Party's insolvency, all outstanding fees become immediately due and payable.

9.3.4 Survival of Terms: The following sections survive termination or expiration of this Agreement: Financial Obligations Upon Termination; Limitation of Liability; Indemnification; Confidentiality; Refund Policy; Dispute Resolution; and Additional Terms.

9.5 Refund Policy

9.5.1 Refunds Available: We will provide refunds only in the following circumstances: (a) Performance Warranty Breach: Where the Service fails to operate in substantial conformity with the Documentation and we cannot provide an error-correction, work-around, or replacement within a reasonable time as specified in Section 15.2, we will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term. (b) Termination for Cause by Customer: Where you terminate this Agreement pursuant to Section 9.2.3, we will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term. (c) Intellectual Property Infringement Remedy: Where we terminate the Service pursuant to Section 15.5.3, we will refund all fees you paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term. (d) Claims under the Service Level Agreement (SLA): Under clause 12.11.4 — if the basis for termination is met per these SLA terms, Nalpeiron will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term.

9.6 Termination and Transition Assistance

9.6.1 Transition Assistance Services: Upon the Customer's written request made no later than thirty (30) days before the effective termination date, Nalpeiron will provide Transition Assistance Services for a period not to exceed twelve (12) months following termination, including: (a) Service Continuation; (b) Data Export Assistance; (c) Migration Support; (d) Documentation Transfer.

9.6.2 Transition Assistance Terms: All Transition Assistance Services shall be provided on a time-and-materials basis at Nalpeiron's standard rates in effect at the time of termination. The Customer shall pay all invoices for Transition Assistance Services within thirty (30) days of receipt.

9.6.3 Data Handling Upon Termination: The Customer shall have sixty (60) days following the termination notice and the end of service access to retrieve their Customer Data from the Service.

9.7 Automated License Expiration and Renewal-Dependent Functionality

9.7.1 Time-Sensitive License Components. Customer acknowledges and agrees that certain components, features, modules, or functionality of the Software (collectively, "Time-Sensitive Components") are designed and configured to operate only during active license periods and are programmed to automatically cease functioning upon the expiration of the applicable license term as specified in the Order Form or applicable Statement of Work.

9.7.2 Automated Deactivation Process. The Time-Sensitive Components incorporate automated technical controls that monitor license validity based on the license expiration date set forth in the applicable Order Form. Upon expiration of the license term, these Time-Sensitive Components will automatically and without further notice cease to function. Customer acknowledges that this deactivation process is: (a) fully automated and occurs without manual intervention by Nalpeiron; (b) tied directly to the license expiration date specified in the applicable Order Form or renewal agreement; (c) designed to ensure compliance with the licensed scope and duration of Software use; and (d) irreversible without execution of a valid renewal agreement and completion of the reactivation process described herein.

9.7.3 Renewal and Reactivation Requirements. Reactivation of Time-Sensitive Components following expiration requires: (a) execution of a renewal agreement or amendment extending the license term on terms acceptable to Nalpeiron; (b) payment of all applicable renewal fees in accordance with the payment terms specified in such renewal agreement; (c) completion of Nalpeiron's standard reactivation procedures; and (d) such reactivation being technically feasible based on the Software version deployed and the duration of the lapsed period.

9.7.4 Customer's Renewal Timing Obligations. Customer acknowledges and agrees that: (a) Timely Renewal is Customer's Responsibility. It is Customer's sole responsibility to track license expiration dates and initiate renewal discussions with Nalpeiron sufficiently in advance of the expiration date. (b) Recommended Advance Notice. Nalpeiron recommends that Customer initiate renewal discussions no less than sixty (60) days prior to the applicable expiration date. (c) No Obligation to Provide Grace Period. Nalpeiron is under no obligation to provide any grace period, extension, or continued functionality beyond the expiration date specified in the applicable Order Form.

9.7.5 Business Impact and Assumption of Risk. Customer expressly acknowledges and agrees that: (a) the cessation of Time-Sensitive Components may have material adverse effects on Customer's business operations; (b) Customer assumes all risk associated with failure to renew the license in a timely manner; (c) Nalpeiron shall have no liability whatsoever for any damages, losses, costs, or expenses incurred by Customer as a result of Customer's failure to renew the license prior to expiration.

9.7.6 No Waiver by Continued Access. In the event that any Time-Sensitive Components continue to function beyond the expiration date due to technical error, system malfunction, or administrative oversight, such continued functionality shall not constitute a waiver of Nalpeiron's rights under this Agreement, extend the license term, or relieve Customer of its obligation to execute a renewal agreement and pay all applicable fees for the period of continued use.

9.7.7 Data Access During Deactivation. Customer acknowledges that deactivation of Time-Sensitive Components may limit or prevent access to Customer Data processed or stored by such components. Customer is solely responsible for: (a) maintaining appropriate backups of all Customer Data; (b) exporting or archiving Customer Data before license expiration; and (c) ensuring business continuity in the event of component deactivation.

9.7.8 Reactivation Not Guaranteed. Customer acknowledges that reactivation of Time-Sensitive Components following an extended period of deactivation may not be technically feasible, particularly if Software versions have been deprecated, security protocols have changed, or system architectures have been updated.

9.7.9 Notice of Expiration. While Nalpeiron may, as a courtesy, provide advance notice of upcoming license expiration dates, Customer acknowledges that Nalpeiron is under no obligation to provide such notices and that failure to receive such notice does not excuse Customer's obligation to track expiration dates and renew in a timely manner.

9.7.10 Survival. The provisions of this Section shall survive expiration or termination of this Agreement.

9.8 Account Reactivation After Termination

Customers may request Account reactivation within sixty (60) days of termination by: (a) submitting a written reactivation request; (b) paying all outstanding fees plus a reactivation fee equal to one month's subscription fee or the pro-rata amount of an annual fee; and (c) agreeing to then-current pricing and terms. Reactivation requests after sixty (60) days will be treated as new subscriptions.

10.1 Trial Services Availability

Trial Services (including free trials, proof of concept versions, beta versions, and other no-charge Services specified in an Order, plus related support at Nalpeiron's sole discretion) are available until the earliest of: (i) end of the trial, POC, or beta period as communicated by Nalpeiron or specified in an Order; (ii) commencement of any purchased Service version; or (iii) Nalpeiron's written termination notice.

10.2 License Grant for Trial Services

During the Trial Services Period, Nalpeiron grants Customer a non-exclusive, non-transferable right to access and use the Trial Services solely for internal evaluation purposes, as outlined in the Documentation and Agreement. Trial Services are authorized for evaluation only, not business or productive purposes, unless Nalpeiron provides written authorization otherwise.

10.3 Data Loss Warning

Nalpeiron will permanently delete all data entered and configurations made during the Trial Services Period unless Licensee: (a) purchases a subscription to the corresponding Service; or (b) exports such data or configurations before the trial period ends.

10.4 No Warranties for Trial Services

Trial Services features and functions are not guaranteed to match the general release version. Nalpeiron has no obligation to provide support for Trial Services and provides them "AS IS" and "AS AVAILABLE" without warranties or representations of any kind. To the maximum extent permitted by law, Nalpeiron disclaims all implied warranties. Customer assumes all risks and costs associated with the use of Trial Services.

10.5 Acknowledgment

BY USING TRIAL SERVICES, CUSTOMER ACKNOWLEDGES THAT UPON EXPIRATION OF THE DISCLOSED TRIAL/POC PERIOD, CUSTOMER MAY LOSE ACCESS TO SUCH SERVICES AND ALL ENTERED DATA UNLESS THE FULL VERSION IS PURCHASED.

11.1 Technical Support Services

Nalpeiron provides ticket-based Support Services from within the platform Monday through Friday, 9:00 a.m. to 5:00 p.m. local time at the nearest support center (United States, Europe, or the United Kingdom), excluding Nalpeiron holidays. Support Services are limited to Service-related issues only. Nalpeiron does not guarantee response times unless specified in a contractual agreement or a Priority Support agreement.

11.2 Services Excluded from Technical Support

The following require a separate support contract or paid consulting Services: (a) Integration efforts participation; (b) Plug-in and third-party Service integrations assistance; (c) Customer application code review for integration purposes; (d) Custom coding; (e) Technical support for free samples or open-source libraries; (f) On-site visits; (g) Detailed training on topics covered in documentation and sample code. Nalpeiron does not provide end-user support; Customer is solely responsible for such support.

11.3 Priority Support

11.3.1 Priority Support Benefits. Priority Support, where contractually included, provides: (a) 12-hour guaranteed initial response time (weekdays); (b) High availability and priority queue placement; (c) Issue escalation to product development teams and developer access; (d) Hot fixes and product updates outside regular release schedules; (e) Coverage for all Nalpeiron products with valid subscriptions; (f) Limited Live Support / Hands-On Help.

11.3.2 Priority Support Terms. Nalpeiron guarantees initial response within 12 hours. Priority Support is subject to fair usage limits of 12 priority incidents per 365-day period. Live Support / Hands-On Help is limited to two hours per 365-day period before this type of support transitions to a Professional Services engagement.

12.1 Changes and Updates

Nalpeiron continually optimizes product features and functions to meet market needs and maintain a competitive advantage. Services may gain new capabilities or lose existing ones. New capabilities may be added to purchased versions, offered as paid add-ons, or provided as entirely new Service options with additional charges.

12.2 Performance of the Service

Nalpeiron aims to ensure timely activation and data collection Services, but does not guarantee processing within specified timeframes. Unless otherwise covered by a separate written SLA, Nalpeiron bears no liability. Customer is not entitled to refunds for Service outages, including those caused by or related to: maintenance, servers, underlying technology, telecommunications/hosting/power failures, computer viruses, natural disasters, facility destruction or damage, acts of nature, war, civil disturbance, court orders, legislative/regulatory action, catastrophic weather, third-party interference, or other causes beyond Nalpeiron's reasonable control.

12.3 Additional Software SDK, Components, Open Source, and Third-Party Software

Nalpeiron may use or offer third-party software code and utilities within its products or as optional components. Third-party license terms govern Licensee's use of such code. Customer agrees to republish or include such license details in its own software and comply with all restrictions, pay required license fees, and comply with third-party terms.

12.4 API, Webhooks, and Web Services

12.4.1 API Integration. The Nalpeiron Growth Platform offers API integration capabilities. The API call number and volume are billed according to the subscription level specified in the contract agreement.

12.4.2 Modification Rights. Nalpeiron reserves the right to modify, update, or discontinue API access at any time, temporarily or permanently, in its sole discretion.

12.4.3 Notice Requirements. Except as provided in subsection 12.4.4, Nalpeiron will provide Customer with at least thirty (30) days' prior written notice of any material modification or discontinuation of API access that would adversely affect Customer's use of the Service.

12.4.4 Emergency Modifications. Nalpeiron may immediately modify, suspend, or discontinue API access without prior notice when necessary to: (i) address security vulnerabilities or threats; (ii) prevent system integrity issues or service disruptions; (iii) comply with applicable laws, regulations, or court orders; (iv) respond to actual or suspected unauthorized access or misuse; or (v) address extraordinary bandwidth consumption as described in section 12.5.

12.4.5 Customer Remedies. In the event of the permanent discontinuation of API access that materially impairs the Customer's use of the Service, the Customer may terminate this Agreement upon providing thirty (30) days' written notice and receive a prorated refund of prepaid fees for the discontinued functionality.

12.5 API Rate Limits

12.5.1 Bandwidth Management. If Customer's bandwidth usage significantly exceeds the average usage patterns of similarly situated customers, Nalpeiron may: (i) provide written notice to Customer requesting a reduction in usage; (ii) implement reasonable throttling measures; or (iii) temporarily suspend API access until usage returns to acceptable levels.

12.5.2 Rate Limiting Safeguards. The Nalpeiron Growth Platform APIs utilize safeguards against traffic bursts to ensure maximum stability.

12.5.4 Rate Limit Adjustments. Customers should contact Nalpeiron support when noticing a rise in rate-limited requests. For large rate limit increases, please contact support at least six weeks prior to the change.

12.6 Acquisition of Third-Party Products, Services, and Integrations

12.6.1 Third Party Products. Customer may encounter third-party services, products, offers, and promotions unaffiliated with Nalpeiron ("Third Party Products"). Customer uses Third Party Products at its own risk and is responsible for reviewing governing terms.

12.6.2 Third Party Responsibility. The third party, not Nalpeiron, is responsible for the performance of the third-party product. Nalpeiron is not responsible for the content or links on third-party websites.

12.6.3 Disclaimer of Third Party Liability. Nalpeiron disclaims liability for Third Party Products and Third Party Websites.

12.6.4 Third-Party Integrations. Nalpeiron may offer third-party integrations requiring user setup via Nalpeiron dashboards and APIs. Integrations exclude professional services, third-party provider assistance, or cross-guarantees about third parties. No warranty of interoperability is offered or implied.

12.7 Versions, Interoperability, and Service Switching

Nalpeiron offers various technologies and Service versions with different code bases, operational capabilities, features, and functions. Customers must test each Service version and select the appropriate version and payment plan. Nalpeiron does not warrant interoperability or feature compatibility between Service versions.

12.8 Service Analyses

Nalpeiron may compile statistical and performance information related to Services and use aggregated Services Environment data for security/operations management, statistical analyses, and research and development. Nalpeiron retains all intellectual property rights in Service Analyses.

12.9 Internet Delays and Service Maintenance

NALPEIRON'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN INTERNET AND ELECTRONIC COMMUNICATIONS USE. NALPEIRON IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12.10 Security and Copy Protection

Nalpeiron maintains reasonable protections to minimize the risk of Enabled Products becoming lost or accessed in unauthorized manners through the use of Services. Nalpeiron does not guarantee Service security and bears no responsibility for security system infiltration. Customer acknowledges that all security and copy protection systems are inherently fallible.

12.11 Uptime Service Level Agreement

12.11.1 Availability Commitment. Nalpeiron will use commercially reasonable efforts to maintain 99.9% uptime for the Nalpeiron Growth Platform each calendar month, excluding scheduled maintenance. This equals no more than 43.2 minutes of downtime per month. If this standard is not met, the Customer may be eligible for Service Credits as described below. This SLA is the Customer's sole remedy for availability failures.

12.11.2 Term and Termination. This SLA commences when the Customer registers for covered Service editions and remains in effect until the end of the elected service period or earlier termination. Nalpeiron may terminate this SLA without Service Credits if Customer fails to make payment or comply with Nalpeiron's Terms of Service.

12.11.3 Definitions. "Downtime" refers to periods when the server experiences a user error rate of more than 0.1% per month. "Downtime Period" means five consecutive minutes of Downtime. "Monthly Uptime Percentage" means the percentage of time the Service was available during the calendar month, excluding Scheduled Downtime. "Scheduled Downtime" means maintenance periods for server reboots, hardware/software changes, patches, upgrades, and updates. "Services" refers to the ability to activate end users, access web-based Service pages, and utilize the end user portal.

12.11.4 Service Credits. Service Credits are calculated as follows:

• • One Week Credit: Seven days added to the billing cycle if the Monthly Uptime Percentage is between 99.9% and 97.0%.
• • Two Week Credit: Fourteen days added to the billing cycle if the Monthly Uptime Percentage is between 97.0% and 95.0%.
• • Termination Right: If the Monthly Uptime Percentage falls below 90.0% for two consecutive months, the Customer may terminate with thirty (30) days' written notice and receive a refund in accordance with the refund policy in section 9.5.

12.11.5 Requesting Service Credits. Customer must request Service Credits within thirty days of becoming eligible. Failure to do so forfeits the right to receive credits. Maximum Service Credits per calendar month shall not exceed fourteen days added to the service term. Service Credits cannot be exchanged for monetary amounts.

12.11.6 SLA Exclusions. This SLA does not apply to: (i) Web Services or API access; (ii) issues caused by factors outside Nalpeiron's control as described in the Force Majeure section; (iii) problems resulting from Customer's equipment or third-party equipment; or (iv) delays or failures inherent in Internet and electronic communications.

13.1 Privacy Statement

Customer's use of the Service is subject to Nalpeiron's Privacy Policy, available at nalpeiron.com/legal/privacy-policy. By accepting this Agreement, Customer acknowledges receipt and review of the Privacy Policy.

13.2 Data Controller and Processor Obligations

Customer is the Data Controller and shall obtain all data protection consents required to permit Nalpeiron to hold, use, disclose, or process Personal Data for Service provision purposes. Nalpeiron, as a Data Processor, processes Personal Data solely in accordance with the Customer's instructions and implements reasonable industry-standard technical and organizational security measures. Customer must maintain an appropriate, lawful privacy policy and comply with all laws regarding information collection and processing from end-users, including GDPR (Regulation EU 2016/679).

13.3 Cross-Border Data Transfer and Consent

13.3.1 Primary Data Centers: Customer Data may be stored and processed on servers located in: United States (primary): AWS US-East and US-West regions; European Union: AWS EU regions (Ireland, Frankfurt); Rest of World: As specified in the Order or Service documentation.

Customer represents, warrants, and covenants that it has obtained all necessary consents, authorizations, and permissions from end-users and data subjects whose personal data is provided to Nalpeiron, including consent for collection and processing of personal data, consent for cross-border transfer of personal data, and consent for the specific purposes for which data will be processed.

13.3.2 Privacy Notice: Customer maintains and has provided to all data subjects a clear, conspicuous, and current privacy notice disclosing that Customer uses the Nalpeiron Service for license management and product usage tracking, the types of data collected, that data will be transmitted to and stored by Nalpeiron, and that data may be stored and processed in the United States, European Union, and other jurisdictions.

13.3.5 Nalpeiron's Transfer Mechanisms: Nalpeiron facilitates compliant cross-border data transfers through: (a) Data Privacy Framework Certification: Nalpeiron is certified under the EU-U.S. Data Privacy Framework, UK Extension, and Swiss-U.S. Data Privacy Framework; (b) Standard Contractual Clauses: Nalpeiron will execute Standard Contractual Clauses (SCCs) with Customer upon request; (c) Processor Agreement: Nalpeiron will execute a Data Processing Agreement (DPA) with Enterprise customers upon request.

13.4 Technical Data Collection

The Service collects and processes end-user IP addresses for country-of-origin identification and assigns unique DeviceIDs for anonymous, seamless end-user recognition. The Customer remains responsible for respecting and protecting the end-user's privacy, confidentiality, and similar rights as may be defined by their jurisdiction.

CUSTOMER SHALL MAINTAIN A CLEAR, ACCESSIBLE, ACCURATE, AND CURRENT PRIVACY POLICY NOTIFYING END-USERS OF NALPEIRON SERVICE USE TO COLLECT DATA ABOUT SOFTWARE OR HARDWARE USAGE LAWFULLY. CUSTOMER SHALL INFORM END-USERS THAT ITS SOFTWARE OR HARDWARE IMPLEMENTS A CALL-HOME SYSTEM COLLECTING AND PROCESSING STATISTICAL DATA TRANSMITTED TO CLOUD SERVERS FOR STORAGE AND PROCESSING BY CUSTOMER, NALPEIRON, AND/OR NALPEIRON'S PARTNERS, SUBSIDIARIES, OR AFFILIATES.

14.1 Ownership and Responsibility

Nalpeiron does not own Customer Data (any data, information, or material submitted to the Service). The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of the Customer Data.

14.2 Data Protection and Security

Nalpeiron will use reasonable care to protect confidential information and Customer Data in accordance with industry best practices and SOC2 standards. These safeguards include, but are not limited to: (a) encryption of Customer Data in transit and at rest using industry-standard protocols including AES256 encryption and HTTPS; (b) authentication using OAuth standard for user access and API interactions; (c) regular automated backups of Customer Data performed at least daily, with backup data stored in geographically redundant locations; (d) implementation of access controls and authentication mechanisms; (e) regular security assessments, vulnerability scanning, and penetration testing; (f) maintenance of incident response and disaster recovery procedures; (g) employee training on data security and confidentiality obligations; and (h) monitoring and logging of system access and activities.

Nalpeiron maintains cyber liability insurance and errors & omissions insurance coverage for all customers.

14.3 Backups and Scalability

Customer Data is securely backed up and stored in a resilient, redundant environment designed to ensure data integrity and availability. Nalpeiron utilizes advanced technologies that enable dynamic scaling of the platform and its key components, automatically adjusting capacity to maintain consistent performance and high availability under varying workloads.

14.4 Continuous Availability

The Nalpeiron Growth Platform (Zentitle2, Zengain, and Zenmeter) is designed with resilience, scalability, and continuous availability in mind. Key measures include: (a) a fault-tolerant infrastructure architecture; (b) automated recovery and self-healing capabilities; (c) scalable application services that dynamically adjust to maintain consistent performance; (d) regular and redundant data backups; (e) implementation of Infrastructure as Code (IaC) to enable rapid environment restoration; and (f) continuous monitoring and routine testing of recovery procedures.

14.5 Employee Security and Access Controls

Nalpeiron conducts extensive security-design reviews and regular penetration tests. All employees and contractors are required to complete security training and must sign a confidentiality agreement before commencing work at Nalpeiron. Nalpeiron provisions access on a need-to-know basis, with only a limited number of skilled engineers permitted access to the production environment.

14.6 Application Security (SAST)

Nalpeiron uses advanced code scanning and cloud vulnerability assessments to identify potential problems before deployment. The Nalpeiron Growth Platform operates a SAST engine based on best-in-class open-source scanners, designed to identify security issues in code and generate reports for Customers' cybersecurity reviews.

14.7 Security Audits and Reports

Nalpeiron can generate reports that may be used as part of the Customer's cybersecurity assessment. Such documents include SBOM (Software Bill of Materials) and SAST (Static Application Security Testing) reports. In addition to internal testing, Nalpeiron engages an external firm annually to conduct penetration testing.

14.8 GDPR

Nalpeiron ensures your data is handled securely and complies with the Data Privacy Framework. The European Union (EU)-United States (US) Data Privacy Framework (DPF) is the primary personal data transfer mechanism for EU-US, UK-US, and Swiss-US personal data transfers. Nalpeiron has a dedicated European Union (EU) Representative with the Prighter Group. Nalpeiron is certified by the Data Privacy Framework Program. You can find our record at the DPF program website at dataprivacyframework.gov.

15.1 Mutual Representations and Warranties

Each Party represents and warrants that as of the Effective Date: (a) it is duly incorporated, validly existing, and in good standing under applicable laws; (b) it has full authority to enter into and perform its obligations under this Agreement; and (c) it is in compliance in all material respects with all applicable laws related to its performance under this Agreement.

15.2 Nalpeiron's Warranties

15.2.1 Performance Warranty. Nalpeiron warrants that the Service will operate substantially in conformity with the current published documentation during the subscription term, provided it is used in accordance with the documentation. This warranty does not apply to: (a) use of the Service with non-approved hardware or software; (b) use in violation of this Agreement; (c) modifications to the Service not made by Nalpeiron; (d) Force Majeure events; or (e) Customer's network, systems, or third-party software or services.

15.2.2 Anti-Virus Warranty. Nalpeiron warrants that, as of the date the Service is made available to the Customer, the Service does not contain known viruses, worms, Trojan horses, or other harmful or malicious code that Nalpeiron has intentionally introduced.

15.2.3 Non-Infringement Warranty. Nalpeiron warrants that as of the Effective Date, the Service as provided by Nalpeiron does not infringe third-party intellectual property rights of which Nalpeiron has actual knowledge.

15.3 Customer Certification and Warranty

Customer certifies that it owns or has sufficient rights to all intellectual property in the Enabled Products and that operation or distribution of such Enabled Products does not violate any law or third-party rights.

15.4 Customer Indemnification Obligations

15.4.1 Customer Obligations: Customer shall indemnify, defend, and hold harmless Nalpeiron from and against reasonable and documented costs, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims that directly result from: (a) Customer's material breach of this Agreement; (b) unauthorized use of Customer's user accounts that Customer knew or should have known about; (c) Customer Data or materials provided by Customer; (d) Customer's violation of applicable law or third-party rights; or (e) claims by Customer's end users arising from Customer's products or services.

15.5 Nalpeiron's Indemnification Obligations

15.5.1 General Indemnity. We will indemnify Customer from and against reasonable and documented out-of-pocket costs, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims that directly result from a data breach caused solely by our failure to implement the specific security measures expressly described in Section 14.2, but only to the extent required by applicable law.

15.5.2 Infringement Indemnity. Nalpeiron will indemnify the Customer from third-party claims alleging that the Service, as provided by Nalpeiron, infringes a U.S. patent, copyright, or trademark.

15.5.3 Nalpeiron Actions: If the Service becomes subject to a valid infringement claim, Nalpeiron may, in its sole discretion: (a) modify the Service to make it non-infringing; (b) replace the Service with a non-infringing alternative; (c) procure the right for Customer to continue using the Service; or (d) if none of the foregoing are commercially reasonable, terminate the affected portion of this Agreement upon thirty (30) days' written notice and refund Customer per the refund policy 9.5.1.

15.5.4 Claims: This infringement indemnity does not apply to claims arising from: (a) modification of the Service by Customer; (b) combination with non-Nalpeiron products; (c) Customer's unauthorized use; (d) use of a non-current version; (e) third-party software or open-source components; or (f) Trial Services, beta versions, or other no-charge Services.

15.6 Indemnity Procedures

15.6.1 Procedures: All indemnity obligations require the indemnified Party to: (a) provide prompt written notice of the claim within ten (10) business days; (b) grant the indemnifying Party sole control of the defense and settlement; (c) provide all reasonably necessary cooperation at the indemnifying Party's expense; and (d) not admit liability or compromise the defense.

15.7 Disclaimer of Warranties

EXCEPT AS EXPRESSLY OUTLINED IN THIS SECTION 15, NALPEIRON AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM COURSE OF PERFORMANCE OR USAGE OF TRADE. NALPEIRON PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE" WITH ALL DEFECTS.

15.8 Limitation of Liability

15.8.1 General Liability Cap. Except as expressly set forth in Section 15.8.3 below, each Party's total aggregate liability arising out of or related to this Agreement shall be limited to the amounts actually paid by Customer to Nalpeiron during the twelve (12) month period immediately preceding the event giving rise to the claim.

15.8.2 Enhanced Liability Cap for Third-Party Indemnification Claims. Notwithstanding Section 15.8.1, Nalpeiron's total aggregate liability for all third-party claims subject to indemnification under Section 15.5 shall not exceed the greater of: (a) $1,000,000 USD; or (b) the total fees paid by Customer to Nalpeiron in the twelve (12) months immediately preceding the first such claim.

15.8.3 Exceptions to Liability Caps. The liability caps shall not apply to: (a) either Party's fraud, fraudulent misrepresentation, or willful misconduct; (b) death or personal injury caused by either Party's negligence or gross negligence; (c) either Party's violation of the other Party's intellectual property rights; (d) Customer's payment obligations; or (e) any other liability that cannot lawfully be excluded or limited under applicable law.

15.8.4 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR: (A) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (B) LOST PROFITS, LOSS OF USE, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

15.9 Third Party Rights

For Customers in Europe, Middle East, Africa, or India: No person who is not a party to this Agreement is entitled to enforce any terms under the Contracts (Rights of Third Parties) Act 1999.

15.10 Disclaimer for Support Materials

THE SUPPORT MATERIALS (INCLUDING DOCUMENTATION, SUPPORT PORTAL, SAMPLE CODE, APIs, WEBHOOKS, NALPEIRON UNIVERSITY, AND KNOWLEDGE BASE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NALPEIRON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NALPEIRON AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NALPEIRON DOES NOT WARRANT THAT LICENSED SOFTWARE OR CODE IN SUPPORT MATERIALS WILL MEET CUSTOMERS REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

15.11 Disclaimer for Technical Advice

Nalpeiron has no obligation or liability for technical advice provided to the Customer, including advice regarding the use of the Service. All technical advice is given and accepted at the Customer's risk.

16.1 Confidential Information

Each Party may disclose valuable confidential and proprietary information to the other Party. The receiving Party may use the disclosing Party's Confidential Information solely to fulfill Agreement purposes and in accordance with Agreement terms. The receiving Party shall protect the disclosing Party's Confidential Information using at least the same degree of care used to protect its own Confidential Information of like nature (but no less than reasonable care) to prevent unauthorized use, dissemination, disclosure, or publication.

16.2 Exceptions

Information is not deemed Confidential Information if it: (a) is known to the receiving Party before disclosure from a source without confidentiality obligations to the disclosing Party; (b) becomes known to the receiving Party from a source without confidentiality obligations; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through receiving Party's breach of this Agreement; or (d) is independently developed by the receiving Party without use of or reliance upon the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information pursuant to court requirements, governmental agency demands, or operation of law, but shall limit disclosure to requested information only and provide the disclosing Party prior written notice.

The Parties agree to negotiate in good faith to resolve any disputes arising from this Agreement. If negotiations fail to achieve reasonable mutual satisfaction, each Party shall nominate one senior officer (Vice President, Division General Manager, or higher) as its representative. Within 30 days of a written request by either Party, these representatives shall meet and attempt good-faith dispute resolution. If senior officers are unable to resolve disputes, the Parties shall, upon written request by either Party, meet with an impartial mediator within 30 days for one day to consider alternative dispute resolution options to litigation.

If no alternative method is agreed upon within 30 days after mediation, either Party must proceed to arbitration in accordance with the clause below. No claim or action arising from this Agreement may be brought by either Party more than one (1) year after the cause of action accrues. Each Party hereby waives any right to a jury trial in connection with any action or litigation arising out of or related to this Agreement.

17.1 Arbitration Agreement

17.1.1 Scope of Arbitration. Any dispute, claim, or controversy arising out of or relating to the Nalpeiron Service, including the website, user interfaces, these Terms of Use, and this Arbitration Agreement, shall be determined by binding arbitration instead of the courts of general jurisdiction. By agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and each Party waives the right to a jury trial or participation in a class action.

17.1.2 Survival. This arbitration provision remains in effect both upon termination of the Agreement and upon termination of the subscription.

17.1.3 Notice Requirements. To seek arbitration, the initiating Party must send a written Notice of the claim by certified mail. Notice to Nalpeiron: General Counsel, Nalpeiron, LLC, 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303. Notice must: (a) describe the claim or dispute's nature and basis; and (b) set forth specific relief sought. If Parties do not resolve the claim within 30 days after Notice receipt, either Party may commence arbitration or file in small claims court.

17.1.4 AAA Rules and Procedures. The AAA administers arbitration under this Agreement in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, as modified by this Agreement.

17.1.5 Arbitration Procedures. Agreement terms bind the arbitrator. Unless Parties agree otherwise, arbitration hearings occur in the county (or parish) of Customer's billing address. For claims of US$10,000 or less, arbitration is conducted solely via documents or a telephonic/Zoom hearing. The arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions that support the award.

17.1.6 Class Action Waiver. YOU AND NALPEIRON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17.1.7 Statute of Limitations. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE DISPUTE ARISES OR THE MAXIMUM PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LONGER, OR THEY WILL BE FOREVER BARRED.

18.1 Agents

Customer is bound as principal by all Agreement terms if an agent (including administrative contacts, resellers, distributors, or employees) purchases Services on Customer's behalf. Continued Service use ratifies any unauthorized agent actions.

18.2 Independent Contractors

This Agreement does not create a joint venture, partnership, or principal-agent relationship between the Parties. Neither Party has the right, power, or authority to obligate or bind the other.

18.3 U.S. Export Restrictions

Customer shall fully comply with all relevant export laws and regulations, including U.S. Export Administration Regulations and Executive Orders. Customer warrants it is not a person, company, or destination restricted or prohibited by Export Controls. Customer shall not, directly or indirectly, export, re-export, divert, or transfer the Software, Service, or any portion thereof to any Restricted Person.

18.4 Force Majeure

18.4.1 Excuse of Performance. Force Majeure excuses either Party's non-performance (excluding payment obligations) that is prevented, hindered, or delayed by such events.

18.4.2 Definition of Force Majeure. "Force Majeure" means: (a) fire, flood, earthquake, explosion, epidemic, pandemic, or act of God; (b) strikes, lockouts, or other labor disputes; (c) war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; (d) acts or orders of governmental or quasi-governmental authorities; (e) failure or degradation of public telecommunications networks or internet infrastructure beyond the affected Party's reasonable control; (f) power shortages or failures affecting regional infrastructure; (g) failures of third-party hosting or cloud service providers; (h) material or equipment shortages affecting multiple suppliers; (i) widespread cyber attacks on critical infrastructure; and (j) any other matter beyond the affected Party's reasonable control.

18.4.3 Limitations. Customer may not rely on Force Majeure for breaches of Subscription terms or Nalpeiron's Intellectual Property Rights.

19.1 Relationship of Parties

The Parties are independent contractors. This Agreement does not create an employment, agency, or legal representative relationship.

19.2 Controlling Law

This Agreement is governed by Colorado law, and Customer submits to Colorado court jurisdiction. The United Nations Convention on Contracts for the Sale of Goods does not apply.

19.3 Marks and Publicity

Each Party retains sole ownership of its respective trademarks, trade names, service marks, and logos ("Marks"). Nalpeiron may: (a) use Customer's name and/or logo in product literature, press releases, social media, and marketing materials; (b) quote Customer's statements in press releases; and (c) include Customer's name and/or logo in customer lists for promotional purposes.

19.4 Notices

Nalpeiron may provide notice via: (a) general Service notice; (b) email to Customer's registered address; or (c) first-class mail or prepaid post to Customer's registered address. Either Party's notice becomes effective 48 hours after mailing/posting or 12 hours after email transmission. Customer may provide notice to Nalpeiron via overnight delivery or first-class prepaid mail to Nalpeiron's address, attention: Chief Legal Officer or via email to legal[at]nalpeiron[dot]com.

19.5 Modification to Terms

We may need to modify this Agreement from time to time to reflect changes in our services, legal requirements, or business practices. When we make changes, we'll post the updated Agreement on our website, along with a changelog. We'll always aim to give you sufficient notice of any material changes by posting updates to our website and, where appropriate, notifying you directly via email. By continuing to use the Service after we've posted changes and provided notice, you're agreeing to the updated terms.

19.6 Intellectual Property Ownership and Feedback

Nalpeiron (and its licensors) exclusively owns all rights, title, interest, and Intellectual Property Rights in the Nalpeiron Technology, Content, and Service. This Agreement is not a sale and conveys no ownership rights. Nalpeiron owns all feedback, suggestions, improvements, and ideas ("Feedback") provided by Customer. Customer grants Nalpeiron a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty-free license to use, modify, create derivative works from, distribute, display, and exploit Feedback without compensation or credit.

19.7 Bankruptcy

Upon either Party's insolvency, inability to pay debts when due, bankruptcy filing (voluntary or involuntary), receivership, asset assignment, or Chapter 11 entry, the other Party may cancel unfulfilled obligations. Bankruptcy entitles Nalpeiron to immediate termination for cause upon written notice subject to applicable bankruptcy law.

19.8 Assignment and Change in Control

Neither Party may assign this Agreement without prior written approval, except assignments to: (i) parent or subsidiary; (ii) asset acquirer (excluding bankruptcy acquisitions); or (iii) merger successor. Unauthorized assignments are void. An actual or proposed change in control resulting in a Nalpeiron competitor owning or controlling 50% or more of the Customer entitles Nalpeiron to immediate termination for cause upon written notice.

19.9 Survival

Provisions extending beyond termination or expiration remain effective until fulfilled and bind the Parties' successors and permitted assigns.

19.10 Severability and Waiver

Courts shall reform unenforceable provisions to the maximum permissible extent to reflect the Parties' intent; remaining provisions continue in full force. Nalpeiron's acquiescence in or failure to act upon breaches does not waive rights regarding subsequent or similar breaches.

19.11 Federal Government End-Use Provisions

If Customer is a U.S. government entity, the Customer acknowledges that the Platform constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212, DFARS 252.227-7014, and DFARS 227.7202.

19.12 Customer Promotions and Giveaways

Nalpeiron may offer special promotions, giveaways, and offers subject to standard terms and conditions, exercisable at Nalpeiron's sole discretion and terminable at any time. Giveaways are provided "as is" without cash exchange options. Open to legal residents of the U.S. and Canada aged 18 and above. Giveaways must be claimed within 180 days; any unclaimed prizes will be forfeited.

19.13 Entire Agreement

This Agreement constitutes the complete agreement between the Parties, setting forth Nalpeiron's entire liability (including corporate affiliates and Suppliers) and Customer's exclusive remedy regarding Services. This Agreement supersedes all prior communications, representations, or agreements (whether oral or written), including purchase orders and contract terms, and replaces them in their entirety.

LIMITATIONS PERIOD: EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO PROTECT OR ENFORCE INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE DATE THE CORRESPONDING LIABILITY AROSE.

Copyright Nalpeiron, LLC. All rights reserved. The Nalpeiron Growth Platform (Zentitle™, Zengain™, Zenmeter™), Nalpeiron Licensing Service™, NSL™, NSA™, PRO-Tector™, Total License Agility™, BetaTracker™, SupportConsole™, EngagePage™, OverdraftTracker™, TrialMaximizer™, ActiveMarketing Suite™, the Nalpeiron platform logos, Nalpeiron name, and the Nalpeiron company logo are trademarks of Nalpeiron.