Noxus Terms of Service - Cloud Version

This Noxus Software License Agreement (this "Agreement") is entered into as of the date you first access or use the Noxus AI Platform ("Software") (the "Effective Date"), by and between Spot-Technologies Limited, a company registered in the United Kingdom with its registered office at 128 City Road, London, EC1V 2NX ("Noxus"), and you, on behalf of the Customer (each, a "Party" and together, the "Parties").

BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT. DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY OF THE SOFTWARE IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF CUSTOMER.

1. Definitions
   1. “Affiliate” means an entity that controls, is controlled by or shares common control with Noxus or Customer, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.
   2. “Agreement” means the Order Form between Noxus and Customer as governed by the terms of this Software License Agreement.
   3. “AI Operations” means each discrete usage event in which Customer (or an automated process configured by Customer) invokes the Software, including: (a) each execution of an individual node within an AI workflow, it being understood that a single node may be executed multiple times within a single workflow (for example, when processing lists), (b) Each message exchanged with an AI Co-worker (conversational interface), (c) Each data element processed within the platform for indexing purposes, including the creation, update, or deletion of elements in knowledge bases.
   4. “AI Tools” means the AI applications, including any associated knowledge bases, data repositories, or other storage of processed data, developed by Customer through the use of the Software.
   5. “Applicable Data Protection Laws” means all laws, regulations, and other legally binding requirements relating to the processing of Personal Data that apply to the Parties in connection with the performance of this Agreement. This includes, without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK Data Protection Act, the California Consumer Privacy Act (“CCPA”), and any other similar national, federal, state, or local laws, rules, or regulations relating to privacy and data protection.
   6. “Applicable Laws” means all the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Noxus or Customer.
   7. “Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, authentication credentials associated with the use of the Software, Personal Data, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.
   8. “Customer” means the Party agreeing to the terms of this Agreement as Customer as indicated in the applicable Order Form executed or accepted by Customer.
   9. “Documentation” means all written, electronic, or digital materials provided by Noxus that accompany the Software, including, but not limited to, User guides, technical manuals, installation and setup instructions, API references, release notes, troubleshooting guides, and online help files.
   10. “Fees” means the amount to be paid for the use of the Software, calculated based on actual consumption of AI Operations, as detailed in the applicable Order Form.
   11. “Implementation Partners” means third-party entities directly engaged by the Customer to provide implementation, configuration, integration, customization, or other activities related to the deployment of the AI Tools within the Software. Implementation Partners may provide professional services, technical support, or consulting to facilitate the effective use of the Software by the Customer, but are not agents, employees, or representatives of Noxus unless expressly stated otherwise.
   12. “Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.
   13. “Order Form” means the ordering document issued by Noxus that includes the key business details for this Agreement. The Order Form specifically excludes any terms on Customer’s purchase order that are additional to, or inconsistent, with the terms of this Agreement or the applicable Order Form issued by Noxus.
   14. “Personal Data” shall mean as described in the Applicable Data Protection Laws and shall include, without limitation, any data or information that relates to an identified or identifiable natural person.
   15. “Services” means implementation, consultation, and training services offered by Noxus in support and maintenance of the Software, including configuration, workflow design, integration, customization, and related services.
   16. “Software” means the Noxus AI Platform, a Full Stack AI Enterprise Software. "Software" includes all components developed or generated by Noxus Software, as well as all updates, upgrades, enhancements, and modifications provided as part of the Services, any AI workflow modules, web-based interfaces, APIs, SDKs, and supporting documentation, but excludes any plugins or similar components developed by the Customer or its Implementation Partners, even if such plugins are partially generated by the Software, provided that such plugins are intended to be owned by the Customer or its Implementation Partners as specified in the applicable Order Form or relevant documentation.
   17. “Subscription” means the joint provision of Software licenses and Services as detailed in the applicable Order Form.
   18. “Subscription Period” means the start date specified in the applicable Order Form and continue in effect until the end date specified in the applicable Order Form, as detailed in Section 4 of this Agreement.
   19. “Usage Data” means technical data and information about the provision, use, configuration, functions, environment, and performance of the Software and related offerings based on Customer’s or User’s use of the Software.
   20. “User” means any individual who uses the Software on Customer’s behalf or through Customer’s account.

2. License
   1. License Rights. Subject to the terms of this Agreement and the applicable Order Form, Noxus grants Customer a limited, non-exclusive, non-sublicensable and non-transferable license, to use the Software during the Subscription Period for Customer’s own business purposes, in accordance with this Agreement, and Applicable Laws. All rights not expressly granted to the Customer are reserved by Noxus.
   2. Customer’s Users. If Customer's Users create an account in connection with the use of the Software, including but not limited to, support, Customer is responsible for all actions taken through Users’ accounts and for ensuring all Users comply with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Noxus upon suspicion or knowledge of any fraudulent activity involving its accounts, passwords, or credentials, or if they become compromised.
   3. Customer AI Tools. To the extent required for Noxus (a) to deliver the Services to the Customer, and (b) to operate and enhance Noxus’ product offerings, the Customer grants Noxus a right and license to access, host, copy, process, transmit, and display the Customer AI Tools, solely as permitted under this Agreement and exclusively for these specified purposes.
   4. Compliance Verification. Noxus shall have the right, during the Subscription Period, to inspect and audit Customer’s use of the Software to verify compliance with this Agreement and any applicable usage restrictions. Noxus will provide Customer with at least seven (7) days’ prior written notice before conducting any such audit. Customer agrees to cooperate fully with Noxus and to promptly provide any information or access to records reasonably requested by Noxus in connection with the audit. If any audit reveals that Customer’s use of the Software has exceeded the usage permitted under this Agreement, Customer shall promptly pay to Noxus all amounts due for such excess use in accordance with the Payment Process set forth in this Agreement. The rights and obligations under this clause shall survive the termination or expiration of this Agreement for a period of twelve (12) months. Notwithstanding the foregoing, Noxus shall have the right to automatically export anonymized consumption data from any platform deployed on the Customer’s premises or environment, solely for the purpose of fulfilling its billing and contractual obligations under this Agreement. Such data shall not include any Personal Data or Customer Confidential Information.

3. Restrictions and Manner of Use
   1. Restrictions. Unless otherwise authorized under this Agreement or with Noxus’ prior written consent, Customer may not (and will not allow any third party to): (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) remove or modify any Software markings or any notice of Noxus’ Intellectual Property Rights; (d) install or use the Software in a manner that circumvents or interferes with the operation of the technological measure that controls access to or measurement of use of the Software; (e) use the Software to provide third party training or for the purpose of building or operating a competitive product; (f) deploy or operate any AI Tools in production using a non-production environment; (g) use the Software in any way that violates Applicable Laws or the terms and conditions of this Agreement. Unless agreed otherwise by both Parties, Customer may not (and will not allow any third party to), with respect to any AI Tools deployed under this Subscription: (h) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party or any third party software or tools, other than those that support Customer with developing AI Tools; (i) sell, rent, lease, license, sublicense, distribute, offer as a paid or free subscription, or include in a service bureau or outsourcing offering, such AI Tools; or (j) develop, test, host, or run and operate such AI Tools on behalf of third-parties to this Agreement. Except to the extent expressly permitted by Applicable Laws, Customer may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part.
   2. Manner of Use. Subject to the terms of this Agreement, Customer agrees not to use or permit use of the Software to display, store, process or transmit any Customer AI Tools that may: (a) violate privacy rights or promote bigotry, racism, hatred or harm; (b) menace or harass any person, or cause damage or injury to any person or property; (c) involve the publication of any material that is false, defamatory, harassing or obscene; (d) constitute unsolicited bulk e-mail, “junk mail”, “spam”, chain letters, computer viruses, trojan horses or other forms of harmful or malicious code; (e) constitute an infringement of Intellectual Property Rights; or (f) otherwise violate Applicable Laws. If Noxus becomes aware that the Customer is breaching any of the aforementioned restrictions, Noxus will inform the Customer, who must promptly take suitable measures to rectify the breach. Should the Customer fail to take the necessary actions as stipulated above, Noxus reserves the right, though is not obligated, to implement corrective measures. Noxus will not be liable to the Customer for any actions taken in this regard.
   3. Software Requirements. Customer is solely responsible for ensuring that its systems meet the hardware, software, and any other applicable system requirements for the Software as specified in the Documentation. Noxus will have no obligations or responsibility under this Agreement for issues caused by Customer’s use of any third-party hardware or software not provided by Noxus.

4. Subscription (Pay As You Go)
   1. Scope of Subscription. Each Subscription shall be acquired exclusively through the execution or acceptance of an Order Form. Upon execution of an Order Form, and subject to the terms and conditions of this Agreement as well as Customer’s payment of all applicable Fees, Noxus will grant Customer the right to access and use the Software and Services identified in the Order Form on a consumption basis. Customer may acquire additional features (“add-ons”) or enter into minimum consumption commitments as detailed in each Order Form. Unless expressly stated otherwise in a particular Order Form, each Order Form will constitute a separate and independent agreement from any other Order Form.
   2. Subscription Period. The Subscription ordered by the Customer shall commence on the start date indicated in the relevant Order Form and will remain active until the end date specified in that Order Form (the "Initial Subscription Period"). If the Initial Subscription Period covers multiple years, each year may be itemized separately in the Order Form for administrative purposes only.
   3. Renewal. Unless otherwise stated in the applicable Order Form, the Subscription Period will automatically renew for successive periods equal in length to the Initial Subscription Period (each, a "Renewal Subscription Period"), maintaining the same Software configuration as previously in effect. The renewal will be at the renewal Fees specified in the applicable Order Form, or, if no such Fees are specified, at the rates provided in a renewal notice sent to the Customer at least 60 days before the current Subscription Period expires. Either Party may prevent renewal by providing written notice of non-renewal to the other Party at least sixty (60) days prior to the end of the then-current Subscription Period.

5. Fees and Payment
   1. Fees. Customer will pay to Noxus, without deduction, the Fees set forth in the applicable Order Form.
   2. Taxes. Fees listed in an Order Form are exclusive of all applicable sales taxes, value-added tax, duties, or any similar fees imposed by Applicable Laws. Customer will pay or reimburse Noxus for all applicable taxes, duties, or any similar assessments imposed by Applicable Laws incurred on the Order Form (except for Noxus’ income taxes) and such taxes, duties, or any similar assessments shall be charged at the appropriate rate by Noxus in addition to its stated Fees and shown separately on the relevant invoice.
   3. Payment Terms. Noxus will invoice Customer monthly. Customer will pay each invoice within thirty (30) days from Customer’s receipt of invoice. Except as otherwise stated in this Agreement, all Order Forms are non-cancelable and, upon payment, all payments are non-refundable. Late payments incur interest of 1.5% per month or legal maximum, whichever is lower.
   4. Currency. Customer will pay Noxus Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency.
   5. Payment Dispute. If Customer has a reasonable, good faith basis to dispute any Fees charged or invoiced, Customer must notify Noxus in writing of the disputed Fees on or before the applicable invoice due date, specifying the nature of the dispute in reasonable detail. Customer may withhold payment only for the portion of the Fees that is subject to a reasonable, good faith dispute, and must pay all undisputed amounts by the applicable due date. The Parties will work together in good faith to resolve any such dispute within fifteen (15) days of Noxus’s receipt of Customer’s notice. If the Parties are unable to resolve the dispute within such period, either Party may pursue any remedies available under this Agreement or Applicable Laws. Customer acknowledges that non-payment of any undisputed Fees within the time period specified in the applicable Order Form constitutes a material breach of this Agreement. In such event, Noxus may, upon thirty (30) days’ prior written notice, suspend Customer’s access to or use of any portion or all the Software, and/or Services, until all due and undisputed amounts (and any applicable interest) have been paid. Noxus may also exercise its right to terminate this Agreement in accordance with Section 13 Term and Termination of this Agreement.
   6. Increased AI Operations. If Customer elects to increase its use of the Software with respect to AI Operations under this Agreement and Order Form, including but not limited to increased usage number of AI Operations, Customer shall pay the applicable additional Fees as set forth in the relevant Order Form or as otherwise agreed in writing by the Parties. Such Fees include amounts payable by Customer for services or features outside of the Fee, such as overage fees for AI Operations. For any usage above the number of AI Operations included in the Order Form, Customer will be invoiced monthly in arrears in accordance with the tier-based pricing schedule.

6. Support and Maintenance Services
   1. Service Level Agreement. Noxus shall provide support and maintenance services for the Software and related services in accordance with the terms and conditions set forth in Annex I – Service Level Agreement . The scope, response times, and resolution commitments for support and maintenance are detailed in Annex I.
   2. Software Support. Noxus will provide support services that include, but are not limited to, routine updates, security patches, bug fixes, and performance optimizations to ensure the Software remains current, secure, and functional.
   3. Customer’s Responsibilities. Customer is required to have a valid and active Subscription to submit any support request, and follow technical guidelines, promptly apply updates, and provide necessary access for troubleshooting. Noxus may provide, through its published Documentation, or other services, guidelines to help achieve optimal performance, scalability, and maintainability of Customer’s Subscription. Customer acknowledges that its adherence to such Documentation is an important factor in Noxus’ ability to deliver optimal performance and that its failure to adhere to such Documentation may impact Noxus’ ability to provide the Services and to meet its Service Level Agreement.
   4. Software Maintenance. From time to time, Noxus will perform maintenance activities, which may include updates to the Software, underlying hardware, and infrastructure, to deliver new features, enhancements, and improvements. Scheduled maintenance will be communicated to Customer in advance, except in cases of emergency maintenance required to address critical issues or security vulnerabilities, in which case Noxus will provide notice as soon as practicable.
   5. Duration. Support and maintenance services will be provided for the duration of this Agreement, unless terminated earlier in accordance with Section 13. Upon termination or expiration of this Agreement, all support and maintenance obligations of Noxus shall cease, except as otherwise expressly provided herein.

7. Confidential Information
   1. Use and Disclosure. During this Agreement and for a period of three (3) years following its termination, each Party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the Party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those in this Agreement) any Confidential Information of the other Party. Each Party agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, contractors, or agents in violation of the terms of this Agreement.
   2. Permitted and Required Disclosures. Either Party may disclose Confidential Information of the other Party: (a) in response to a valid order or request by a court or other governmental or regulatory body, (b) as otherwise required by Applicable Law, or (c) as necessary to establish the rights of either Party under this Agreement. The Party seeking to disclose information will promptly give notice to the other Party and allow the other Party to object or to seek a protective order, to the extent permitted by the Applicable Law.
   3. Non-Confidential Information. The Parties shall not be obligated under this Section 7 with respect to Confidential Information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession without restriction prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (d) is independently developed by the Receiving Party without access to the Confidential Information.
   4. Destruction or Return. Except as otherwise expressly permitted or required to fulfill the purposes of this Agreement, the Receiving Party shall, promptly upon the written request of the Disclosing Party, at the Disclosing Party’s option, either (a) return to the Disclosing Party all Confidential Information, including all documents, materials, and media containing such Confidential Information and any copies or extracts thereof, or (b) destroy all such Confidential Information and provide the Disclosing Party with written certification of such destruction. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information that are contained in computer records or files that have been created as part of routine automatic archiving or back-up procedures, or as required to comply with Applicable Law. Any such retained Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.

8. Intellectual Property Rights
   1. Noxus’ Intellectual Property. All Intellectual Property Rights in and to the Software are owned by Noxus. Noxus retains all right, title, and interest in and to the Software. Nothing in this Agreement shall be construed to grant the Customer any Intellectual Property Rights in or to the Software other than the limited license expressly set forth in Section 2.1 of this Agreement. All rights not expressly granted by Noxus in this Agreement are reserved.
   2. Customer’s Intellectual Property. All Intellectual Property Rights in and to AI Tools, including in and to any plugins, engine extensions, or similar add-ons developed by or on behalf of Customer for use with the AI Tools, are owned by Customer, and shall, subject to the terms of this Agreement, remain vested in Customer. Unless otherwise expressly provided in this Agreement, Noxus shall not acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the AI Tools.
   3. Third-Party’s Intellectual Property. Notwithstanding the provisions stipulated in Section 12 of this Agreement, for the purposes of this Section 8, Customer acknowledges and agrees that the AI Tools may incorporate, access, or use artificial intelligence models, algorithms, or services (“Third-Party AI Models”) that are owned or provided by third parties and not by Noxus. For clarity, Third-Party AI Models are considered third-party products or services as referenced in Section 12.1. Noxus does not claim any ownership of, or grant any rights in or to, such Third-Party AI Models. Customer is solely responsible for obtaining and maintaining all necessary Intellectual Property Rights, licenses, and consents required to use any Third-Party AI Models in connection with the Software and the Customer’s AI Tools. Customer acknowledges that failure to obtain or maintain such rights, licenses, or consents may result in infringement of third-party Intellectual Property Rights, for which Noxus assumes no responsibility or liability. Noxus makes no representations or warranties regarding the availability, functionality, or performance of any Third-Party AI Models, nor does Noxus assume any liability arising from the Customer’s use of such Third-Party AI Models. Customer’s use of Third-Party AI Models is subject to the terms and conditions of the applicable third-party providers (“Third-Party Providers”), and the Customer shall comply with all such terms and conditions at its own expense. For the avoidance of doubt, the disclaimers and limitations of liability set forth in Section 12.1 apply equally to Third-Party AI Models.

9. Customer Reference
   1. Logo Rights. Customer grants Noxus a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Customer logos in electronic form via the Internet and third-party networks for marketing and corporate communication. All such uses will be in compliance with Customer's written trademark guidelines as provided by Customer to Noxus, if applicable, upon signature of the Agreement.
   2. Restricted Use. Noxus agrees that it will not in any way suggest or imply by the use of the Customer logos that Noxus is affiliated with, endorsed or sponsored by or created in association with Customer except as agreed by Customer. Noxus acknowledges that Customer owns all rights, titles, and interests and to the Customer Logos. Noxus agrees not to do anything inconsistent with such ownership, and all uses of the Customer logos will inure to the benefit of Customer.
   3. Notice of Enhancements to Customer Logos. Customer shall provide Noxus with reasonable prior notice of any significant enhancements that generally affect the appearance, updating, delivery, or other elements of the Customer logos, and shall make such enhancements available to Noxus upon commercially reasonable terms.
   4. Compliance. Noxus agrees to (a) comply with all legal requirements in connection with the use of the Customer logos; (b) not to sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the Customer logos or any of the rights granted in this Agreement in any way other than as expressly provided in the Agreement; (c) not to use any of the Customer logos in any manner or for any purpose in violation of the terms of this Agreement; (d) not to challenge the title or any other rights of Customer or its licensors, (e) not contest the validity of the copyrights or other proprietary interests in and to the Customer logos or (f) claim any right, title or interest in or to the Customer logos or any parts or derivatives or variations.

10. Privacy and Data Protection
    1. Compliance with Applicable Data Protection Laws. Both Parties are responsible for ensuring compliance with Applicable Data Protection Laws. The Parties shall take appropriate technical and organizational measures to ensure an adequate level of data protection for the processing, integrity, confidentiality, and security of the Personal Data within the scope of this Agreement.
    2. Roles and Responsibilities. In the event Noxus has access to Personal Data through the execution of this Agreement, it shall act as Customer’s data processor for the processing thereof and shall process any Personal Data in full compliance with Noxus’s data processing agreement in accordance with Applicable Data Protection Laws.
    3. Parties’ Processing. The Parties undertake to process the Personal Data of the signatories, representatives, employees, agents, or contractors of each Party solely for the purposes of managing the execution and administration of this Agreement. Such processing shall be based on the legitimate interests of each Party and carried out in strict compliance with Applicable Data Protection Laws. Each Party will ensure that any Personal Data processed under this Agreement is handled securely and only to the extent necessary for the performance of this Agreement.
    4. Customer’s Processing. Customer is solely responsible for the lawfulness of the Personal Data it processes using the Software and Customer’s AI Tools, including to the extent required by Applicable Data Protection Law, obtaining all necessary consents and providing all required notices to data subjects.
    5. Cooperation. To the extent applicable and reasonably required, the Parties shall cooperate to enable one another to fulfil legal obligations arising under Applicable Data Protection Laws within the scope of this Agreement.
    6. Noxu’s Privacy Policy. To the extent applicable, Noxus’s Privacy Policy, available at www.noxus.ai/privacy, explains how Noxus collects, uses, and protects Personal Data when using the Software. By accessing or using the Software, the Customer agrees to the terms of the Privacy Policy, which is part of this Agreement. If there is any conflict between the Privacy Policy and this Agreement, the terms of this Agreement will apply.
    7. Usage Data. The Parties agree that Noxus may collect and use Usage Data internally for statistical purposes, troubleshooting, product improvement, compliance verification, and to develop, train, or enhance artificial intelligence or machine learning models that are part of Noxus’s Software, including third-party components. “Usage Data” means data generated by the operation and use of the Software that does not contain any Personal Data, either directly or indirectly. Noxus may only disclose Usage Data to others if it is aggregated and does not identify Customer or Users. Usage Data must be aggregated and Noxus will use commercially reasonable efforts consistent with industry standards to de-identify Usage Data before using it for AI or machine learning purposes.

11. Security
    1. Security Program. As of the Effective Date, and throughout the term of this Agreement, Noxus maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of all data processed in connection with this Agreement. Noxus is in the process of finalizing audits for ISO/IEC 27001, SOC 2 Type 1 and 2, and HIPAA compliance applicable to its operations relevant to the Software. Upon completion of these audits and receipt of the relevant certifications, Noxus will provide Customer with evidence of its current certifications upon reasonable request.
    2. Incident Response. To the extent applicable, both Parties agree to cooperate in good faith to address any security incidents or vulnerabilities related to the Software. Each Party shall comply with Applicable Laws, including Applicable Data Protection Laws and information security laws and regulations. In the event of a security incident, each Party shall promptly notify the other Party, and any competent authorities within the deadlines required by Applicable Laws and take necessary steps to mitigate and prevent future incidents.

12. Third-Party Products

Customer may choose to use or procure third-party products or services in connection with the Software to develop AI Tools, including third-party products or services for implementation, customization, training, or other purposes, including, without limitation, any Third-Party AI Models as defined in Section 8.3. Customer’s use of any third-party products or services is subject to a separate agreement between Customer and the applicable Third-Party Provider. Customer acknowledges that such Third-Party Providers may access or use Customer’s AI Tools and data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying, or deleting Customer’s data, or storing Customer’s data on systems belonging to Third-Party Providers or other third parties. Any Third-Party Provider’s use of Customer’s data is subject to the applicable agreement between Customer and such Third-Party Provider. Noxus is not responsible for any access to or use of Customer’s data by Third-Party Providers or their products or services, or for the security or privacy practices of any Third-Party Provider or its products or services. Customer is solely responsible for permitting any Third-Party Provider or third-party product or service to use Customer’s data. It is Customer’s responsibility to carefully review the agreement with the applicable Third-Party Provider. NOXUS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.

13. Term and Termination
    1. Term. Unless earlier terminated pursuant to Sections 13.2 or 13.3, this Agreement commences on the Effective Date and continues in force until all Order Forms executed in accordance with this Agreement have expired or been terminated.
    2. Termination for Cause. Either Party may terminate this Agreement if the other Party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; or (b) is dissolved or liquidated or takes any corporate action for such purposes; (c) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (d) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (e) makes or seeks to make a general assignment for the benefit of its creditors; or (f) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court or competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Termination. Upon expiration or termination, all Subscriptions shall be automatically cancelled, and Customer shall no longer have access to the Software and/or the AI Tools other than as provided in this Section 13.3. Notwithstanding the foregoing, all data processed, uploaded, or indexed by Customer through the Software and/or AI Tools, including but not limited to indexed knowledge bases and static artifacts generated during the Subscription Period, shall remain the sole property of Customer. Customer may request a copy of such data and artifacts, subject to the specifications and limitations described in the Documentation. Noxus shall not access, use, or retain Customer’s data or artifacts beyond what is necessary to fulfill its obligations under this Agreement or as required by Applicable Laws. As for the Customer’s AI Tools, to the extent technical available, Customer is entitled to (a) detach a copy of its AI Tools in source code format and (b) obtain its Customer AI Tools, in each case subject to the specifications and limitations described in the Documentation (“Detachment”). Customer must provide written notice to Noxus of its request for Detachment, pay all remaining Fees due and payable under the Agreement, and complete the Detachment process following instructions to be provided by Noxus, in each case within thirty (30) days following the end of the applicable Subscription Period, in order to Detach the AI Tools. To the extent applicable, Noxus shall invoice Customer all amounts that were accrued for the terminated Subscriptions prior to such termination, which were not previously invoiced, as well as all sums remaining unpaid under this Agreement. Customer will pay such invoices in accordance with the terms of this Agreement. In no event will termination relieve Customer of the obligation to pay all Fees due to Noxus under this Agreement. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by Applicable Law, or otherwise.
    4. Survival. The following Sections will survive any termination or expiration of this Agreement: 3.1 (Restrictions), 5 (Fees and Payment), 7 (Confidential Information), 8 (Intellectual Property Rights), 12 (Third-Party Products), 13.3 (Effect of Termination), 13.4 (Survival), 14.4 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), and 17 (General Provisions).

14. Warranties and Disclaimer
    1. General Warranties. Each Party represents and warrants to the other Party that it has the legal power and authority to enter into this Agreement. If Customer is an entity, Customer represents and warrants that this Agreement and each Order Form is entered into by an employee or agent of Customer with all necessary authority to bind Customer to the terms and conditions of this Agreement.
    2. Software Warranties. Noxus represents and warrants that (a) Noxus has all necessary rights to grant the licenses provided in this Agreement; (b) the Software shall operate in material compliance with the Documentation; and (c) support will be provided in accordance with Section 6 and Annex I of this Agreement. In the event of a breach of the warranties under Section 14.2 (a) or 14.2 (b), Noxus shall, as its sole obligation and entire liability and Customer’s exclusive remedy, at Noxus’ sole option and expense, modify or replace the portion of the Software in a manner that is compliant with the applicable warranty, or, in the event Noxus is unable to do so after using commercially reasonable efforts, terminate all or part of the applicable Order Form. Upon such termination, Noxus shall refund Customer all Fees paid for the non-compliant portion of the Software for the remainder of the Subscription Period. Claims under the warranties under Section 14.2 (a) or 14.2 (b) must be submitted by Customer in writing within 30 days of first becoming aware of non-compliance with the applicable warranty. In the event of a breach of the warranty in Section 14.2(c), the Service Credits described in the Service Level Agreement (Annex I) shall be Noxus’ sole obligation and entire liability and Customer’s exclusive remedy.
    3. Disclaimer of Warranties. ALL SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND NOXUS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NOXUS DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERRORFREE, OR COMPLETELY SECURE FROM MALICIOUS ATTACKS BY THIRD-PARTIES. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION AND/OR CUSTOMER AI TOOLS. CUSTOMER SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND OWNERSHIP OF ALL CUSTOMER AI TOOLS.

15. Limitation of Liability
    1. Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND THE OTHER PARTY’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY THE PARTY’S NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNTS DUE OR PAID TO NOXUS UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
    2. Exclusions. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 15.1 WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR DIRECT DAMAGES DUE AS A RESULT OF EITHER PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
    3. Noxus Exclusion of Liability. NOXUS WILL NOT BE LIABLE FOR: (i) CUSTOMER’S INABILITY TO USE THE SOFTWARE AS A RESULT OF ANY VALID TERMINATION OR SUSPENSION OF THE SUBSCRIPTION PURSUANT TO THE TERMS OF THIS AGREEMENT; OR (ii) ANY UNAUTHORIZED ACCESS TO, DAMAGE OR ALTERATION TO, DELETION OR DESTRUCTION OF, OR FAILURE TO STORE OR BACKUP, CUSTOMER AI TOOLS DUE TO CUSTOMER’S NEGLIGENT ACTS OR OMISSIONS.
    4. Mutual Exclusion of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL OR MARKET CAPITALIZATION, OR COST OF PROCUREMENT OF REPLACEMENT GOODS OR SERVICES) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    5. Force Majeure. No Party shall be liable for, or considered to be in breach of this Agreement on account of, any failure or delay in performance of any of its obligations under this Agreement if such failure or delay is due to acts of God, fires, flood, storm, explosions, earthquakes, acts of war or terrorism, riots, insurrection, pandemic, intervention of any government or authority or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.

16. Indemnification
    1. Indemnification by Noxus. DURING THE SUBSCRIPTION PERIOD, NOXUS WILL DEFEND, OR AT ITS OPTION SETTLE, AT ITS OWN EXPENSE ANY THIRD-PARTY ACTION AGAINST CUSTOMER, AND PAY ALL DAMAGES AWARDED AGAINST CUSTOMER, OR THAT ARE AGREED TO IN A SETTLEMENT, TO THE EXTENT THE THIRD-PARTY ACTION IS BASED UPON A CLAIM THAT THE SOFTWARE OR DELIVERABLES INFRINGE ANY VALID AND ENFORCEABLE COPYRIGHT OR PATENT OF SUCH THIRD PARTY (A “CLAIM”). NOXUS WILL PAY THOSE COSTS AND DAMAGES FINALLY AWARDED AGAINST CUSTOMER IN ANY SUCH THIRD-PARTY ACTION THAT ARE SPECIFICALLY ATTRIBUTABLE TO A CLAIM, OR THOSE COSTS AND DAMAGES AGREED TO IN A MONETARY SETTLEMENT OF A CLAIM. NOTWITHSTANDING THE FOREGOING, NOXUS WILL HAVE NO OBLIGATION UNDER THIS SECTION 16.1 OR OTHERWISE WITH RESPECT TO ANY CLAIM BASED UPON (A) ANY APPLICATION, (B) ANY DELIVERABLE TO THE EXTENT BASED ON COMPLIANCE WITH CUSTOMER’S INSTRUCTIONS OR TECHNICAL SPECIFICATIONS, (C) ANY UNAUTHORIZED USE, REPRODUCTION, OR DISTRIBUTION OF THE SOFTWARE BY CUSTOMER OR ANY OF ITS SUB-DISTRIBUTORS OR END USERS, (D) ANY USE OF THE SOFTWARE IN COMBINATION WITH OTHER PRODUCTS, EQUIPMENT, SOFTWARE, OR DATA NOT SUPPLIED BY NOXUS, (E) ANY USE FOR A PURPOSE OR IN A MANNER FOR WHICH THE SOFTWARE OR DELIVERABLES WERE NOT DESIGNED, (F) ANY USE, REPRODUCTION, OR DISTRIBUTION OF ANY RELEASE OF THE SOFTWARE OTHER THAN THE MOST CURRENT RELEASE MADE AVAILABLE TO CUSTOMER, OR (G) ANY MODIFICATION OF THE SOFTWARE BY ANY PERSON OTHER THAN NOXUS OR ITS AUTHORIZED AGENTS OR CONTRACTORS. IF THE SOFTWARE BECOMES, OR IN NOXUS' OPINION IS LIKELY TO BECOME, THE SUBJECT OF A CLAIM COVERED BY THIS SECTION 16.1, NOXUS MAY, AT ITS OPTION AND EXPENSE, EITHER (A) PROCURE FOR CUSTOMER THE RIGHT TO CONTINUE EXERCISING THE RIGHTS LICENSED TO CUSTOMER IN THIS AGREEMENT, (B) REPLACE OR MODIFY THE SOFTWARE SO THAT IT BECOMES NON-INFRINGING AND REMAINS FUNCTIONALLY EQUIVALENT, OR (C) TERMINATE THE SUBSCRIPTION BY WRITTEN NOTICE TO CUSTOMER AND REFUND TO CUSTOMER ANY PREPAID PAYMENTS COVERING THE REMAINING SUBSCRIPTION PERIOD. SECTION 16.1 STATES NOXUS’ ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES IN RESPECT TO ANY ACTUAL OR ALLEGED CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.
    2. Indemnification by Customer. CUSTOMER WILL DEFEND, OR AT ITS OPTION SETTLE, AT ITS OWN EXPENSE ANY THIRD-PARTY ACTION AGAINST NOXUS, AND PAY ALL DAMAGES AWARDED AGAINST NOXUS, OR THAT ARE AGREED TO IN A SETTLEMENT, TO THE EXTENT THAT THE THIRD-PARTY ACTION ALLEGES THAT CUSTOMER AI TOOLS INFRINGE ANY VALID AND ENFORCEABLE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
    3. Procedure. THE FOREGOING OBLIGATIONS ARE CONDITIONED ON THE INDEMNIFIED PARTY (A) NOTIFYING THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF SUCH THIRD-PARTY ACTION, (B) GIVING THE INDEMNIFYING PARTY SOLE CONTROL OF THE DEFENSE THEREOF, AND ANY RELATED SETTLEMENT NEGOTIATIONS, AND (C) AT THE INDEMNIFYING PARTY’S REASONABLE REQUEST AND EXPENSE, ASSISTING IN SUCH DEFENSE. THE INDEMNIFIED PARTY’S COUNSEL WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF THE CLAIM, BEYOND ASSISTANCE REQUESTED BY THE INDEMNIFYING PARTY, AT THE INDEMNIFIED PARTY’S EXPENSE.

17. General Provisions
    1. Entire Agreement. This Agreement, including all annexes, addenda (if any) and all Order Forms, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to, supplement or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both Parties, except that Noxus reserves the right at any time to update any terms and conditions referenced in this Agreement by means of a hyperlink, to reasonably reflect the forward evolution of its operating processes to remain in line with industry standards and improvements to the Software. None of these updates will materially reduce the rights and obligations of Customer under this Agreement. Customer acknowledges and agrees that it has had the opportunity to review all the documents contained in a URL prior to executing this Agreement, which it can print for its internal records. In the case of conflicts, discrepancies, errors or omissions among the Agreement, any addenda, and any Order Form, the documents and amendments to them shall take precedence and govern in the following order: (a) any Order Form (with respect to that Order Form only); (b) addenda (if any); and (c) this Agreement.
    2. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any choice or conflict of law provision or that would require or permit the application of the laws of any jurisdiction other than those of England and Wales and each party agrees to submit to the exclusive jurisdiction the courts located in England and Wales.
    3. Compliance with Applicable Laws. The Parties agrees that, in connection with the performance of this Agreement, each Party shall comply with all Applicable Laws to such Party’s respective performance under this Agreement, including without limitation all applicable data protection laws, artificial intelligence laws, anti-corruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, and modern slavery and human trafficking laws.
    4. Counterparts. This Agreement may be executed in several counterparts, signed electronically, or transmitted via facsimile, PDF, or other reliable means, and still be considered an original and all of which, collectively, constitute this Agreement.
    5. Notices. Any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement (“Notices”) must be in writing and will be delivered (as elected by the Party giving such notice): (a) if provided to Noxus, by email to help@noxus.ai, or if provided to Customer, to the email address of the Customer provided in the Order Form; (b) by registered mail; or (c) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all Notices will be deemed effective on the date of receipt (or if delivery is refused, the date of such refusal) if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by email. Notices under this Agreement will be sent to the contact and addresses set forth in the signature sections of this Agreement and/or in the applicable Order Form. Either Party may change the address to which Notices shall be sent by giving Notice to the other Party in the manner provided in this Section 17.5. Notices shall be written in the English language.
    6. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.
    7. Assignment. This Agreement is not assignable or transferable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, except that either Party may freely assign or transfer this Agreement to any company that is an Affiliate or as a result of a merger or a sale of all or a substantial part of its assets or share capital. If the permitted assignment or transfer by a Party is to a direct competitor of the other Party, such other Party may terminate this Agreement upon written notice, subject to, as applicable, payment by Customer of all Fees due up through the effective date of such termination or refund by Noxus of any portion of prepaid Fees which relate to the period after the effective date of such termination. In the case of any permitted assignment or transfer of or under this Agreement, the assigning or transferring Party will provide Notice to the other Party promptly following such assignment or transfer and this Agreement and any existing Order Form shall be binding upon, and inure to the benefit of, the assignees, transferees, successors, executors, heirs, representatives, and administrators of the Parties to this Agreement. Any permitted assignment or transfer by Customer of any Order Form which contains a Subscription that is unlimited in volume in any respect will be limited to the AI Tools which were deployed by Customer in production at the time of the assignment or transfer and the volume of use of those AI Tools in effect at that time. Any attempt by either Party to assign or transfer this Agreement in violation of this Section 17.7 shall be void.
    8. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement (including, to the extent applicable, all Order Forms and/or addenda), or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement or of the provision will continue in full force and effect, except to the extent such invalid provision or part of provision relates to essential aspects of the Agreement. The parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.
    9. Waiver of Rights. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any purchase order or other form employed or provided by Customer will supersede the terms and conditions of this Agreement and any Order Form executed with Customer, and any such document relating to this Agreement and any Order Form shall be for administrative purposes only and shall have no legal effect other than to evidence Customer’s acceptance of any Order Form.
    10. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods (UN Convention) do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
    11. Export Controls. Customer agrees that Customer’s use of the Software will comply with all applicable export control and trade sanctions laws, rules and regulations, including the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, "Export Laws"). Customer represents and warrants that Customer is not (i) located or resident in a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (the “Sanctioned Countries”); or (ii) identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (collectively, the “Restricted Party Lists”). Customer further certifies that Customer will not, directly or indirectly, export, re-export, transfer or otherwise use the Software (nor any direct product thereof) and/or the Professional Services in violation of the Export Laws, or with any purpose prohibited by the same Export Laws, in any Sanctioned Country, to any person or entity on a Restricted Party List, or for any nuclear, chemical, missile or biological weapons related end uses. Customer acknowledges that the Software, or any feature or part thereof, may not be available for use in all jurisdictions and that Customer is responsible for complying with applicable Export Laws wherever Customer uses the Software. Notwithstanding Section 13.2 (“Termination for Cause”) above, Noxus shall have the right to terminate this Agreement, without notice and without liability, for any breach of this Section 17.11.

ANNEX I

NOXUS SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) sets forth the service levels, support commitments, and responsibilities of Noxus (“Noxus”) in delivering the Software and related Services to its Customers (“Customer”). This SLA is incorporated by reference into the applicable Software License Agreement (“Agreement”) and is effective as of the date of execution or acceptance by the Customer.

1. Definitions

All capitalized terms used and not defined in this SLA have the meanings given to them in the applicable Agreement between Noxus and Customer.

2. Scope of Support
   1. Noxus support covers the Software, and related Services subject to the Agreement.
   2. Noxus’ service level commitments under this SLA are limited to the provision of technical support services as described herein, including response times, support hours, and the scope of support. Noxus’ obligations are limited to best-effort support and response in accordance with this SLA.

Standard

Bug reporting and tracking Access to software updates and patches, documentation, and community forums Billing and account support

3. Customer shall not be entitled to support services if the Customer is in breach of the Agreement or has not provisioned the Software. This SLA does not apply to periods of unavailability or issues arising from the following circumstances: (a) Customer’s use of Software in a manner not authorized under the Agreement; (b) force majeure events or other factors outside of Noxus’s reasonable control, including internet access or related problems as defined in Section 7 of this SLA; (c) Customer equipment, software, network connections or other infrastructure; (d) Customer AI Tools (or similar concepts defined in the Agreement); (e) Third-Party Products; or (f) routine/planned maintenance as stated in the Agreement and communicated in advance by Noxus.

3. Support Contact
   1. All support requests, incident reports, and service inquiries must be submitted through the designated support contact provided by Noxus. Customer is responsible for designating authorized contacts who are permitted to initiate and manage support requests on behalf of Customer. These authorized contacts must possess sufficient technical knowledge to effectively communicate the nature of the issue and facilitate resolution. Noxus will only accept and respond to support communications from these authorized contacts to ensure the security, accuracy, and efficiency of support interactions. Support requests should be directed to Noxus through the following channels:

Support E-mail: help@noxus.ai

2. Noxus will acknowledge receipt of all support requests in accordance with the response times specified in this SLA.
3. Customer must ensure that all communications include sufficient detail to allow Noxus to assess and prioritize the request. Noxus may request additional information as needed to facilitate timely and effective resolution.

4. Support Hours

Support services will be provided by Noxus during the hours and under the terms specified below:

8 x 5 Support (Monday to Friday during business hours)

5. Support Severity Levels and Initial Response Time
   1. Noxus works with severity levels based on the impact of a given issue to the business of the Customer. Severity levels are chosen by the Customers upon communication and should reflect the business impact of the issue, according to the definition below. Noxus reserves the right to adjust the severity selected by Customers as the support progresses.

Severity	Description
Critical	There is a total disruption of service, or a major feature is entirely inaccessible, with no temporary solution available. This does not apply to development-related issues or problems occurring in non-production environments.
High	There is a significant disruption of service affecting only part of the Software, but the impact on the business is severe and no temporary solution is available.
Medium	There is a slight disruption of service. The outcome causes some inconvenience and may necessitate a temporary solution.
Low	There is no interruption of service. The outcome does not hinder the functioning of the Software.

2. Initial response means that Noxus has reviewed the support request reported, conducted an initial assessment, and will reach out with either a proposed remediation action, a request for further information to clarify the support request, or another pertinent technical update regarding the case. Noxus will provide the initial response in accordance with the timelines specified in the table below:

Severity	Standard
Critical	4 Business Hours
High	N/A (Best effort during business hours)
Medium
Low

6. Uptime Guarantee
   1. Noxus provides the following monthly uptime percentage to Customer (“Uptime Guarantee”):

Monthly uptime percentage

99,9%

2. The monthly uptime percentage indicated in the above table is determined by subtracting from 100% the percentage of Downtime minutes out of the total minutes in the relevant calendar month. Downtime minutes are counted as the number of minutes the Software runtime is not accessible to Customer’s Users during the Support Hours the Customer is entitled to. This calculation is done independently for each Eligible Cloud Product. All calendar months are measured in the local time zones of Noxus, specifically Lisbon (WET/WEST) and London (GMT/BST), irrespective of the Customer’s local time zones.
3. If Noxus fails to meet the Uptime Guarantee in any given calendar month, the Customer will be eligible to receive a service credit (“Service Credit”) only if the actual Uptime Percentage for the relevant month falls more than 1% below the Uptime Guarantee. For each full 1% by which the actual Uptime Percentage falls below the Uptime Guarantee, the Customer may receive a Service Credit equal to 2% of the monthly service fee for the affected month, subject to the Customer’s compliance with the obligations set forth in Sections 6.4 and 6.5 of this SLA. Notwithstanding the foregoing, the total Service Credits awarded to the Customer for any given month shall not exceed 10% of the monthly service fee for that month.
4. In order to be eligible to receive a Service Credit, Customer must request such Service Credit from Noxus no later than thirty (30) days following the end of any month in which Customer believes that the Uptime Guarantee was not met. Service Credits not requested within such thirty (30) day period will be automatically forfeited. Service Credits shall be Customer's sole remedy for Noxus failure to meet the uptime commitment. Service Credits shall not be redeemable for cash.
5. Customer is not entitled to Service Credits if Customer is in breach of the Agreement or has not provisioned the Software. This Service Level Agreement does not include unavailability to the extent due to or caused by: (a) Customer’s use of Software in a manner not authorized under the Agreement or not in compliance with Documentation or Noxus’s advice; (b) Force Majeure events or other factors outside of Noxus’s reasonable control, including internet access or related issues; (c) Customer equipment, software, network connections or other infrastructure; (d) Customer AI Tools (or similar concepts defined in the Agreement); (e) Third-Party Products; (f) routine/planned maintenance as stated in the Agreement; (g) suspension due to overdue payments; and (h) attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software.

7. Force Majeure
   1. Force Majeure are unforeseeable circumstances that may prevent Noxus from complying with its obligations concerning Support availability. Although force majeure events fall outside Noxus’ control, Noxus will use all reasonable commercial efforts to recover the Software for its Customers.
   2. Force majeure events are defined for each Customer in the Agreement.

8. Review and Amendments

This SLA may be reviewed and amended by mutual agreement of the Parties. Any changes will be communicated in writing and will become effective upon acceptance by both Parties.

9. Term and Termination

This SLA remains in effect for the duration of the Customer’s Agreement with Noxus, unless terminated earlier in accordance with the terms of the Agreement.