DRAFT — This End-User License Agreement is a sample provided for review by legal counsel. It is not final, not legal advice, and not yet effective for any distribution. Bracketed [ITEMS] require business decisions.

Gatelodge Software
End-User License Agreement

IMPORTANT — READ CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. By downloading, installing, copying, or otherwise using the Gatelodge software ("Software"), you ("You" or "Customer") agree to be bound by the terms of this End-User License Agreement ("Agreement"). If You do not agree, do not download, install, or use the Software.

This Agreement is entered into between You and XS Technologies Inc., a Delaware corporation ("XS Technologies" or "Licensor"), on behalf of its DataGateLodge division, which develops and distributes the Software.

1. Definitions

2. License Grant and Editions

Subject to Your compliance with this Agreement, XS Technologies grants You a limited, non-exclusive, non-transferable, revocable license to install and use the Software, in machine-code form only, solely for Your own internal business purposes.

The Software is offered in editions:

The Software is licensed, not sold. XS Technologies reserves all rights not expressly granted to You.

3. Trial Period (Community Edition)

The Community Edition may be used without a License Key for an evaluation period of thirty (30) days from first installation ("Trial Period"), with the full feature set available for evaluation. Upon expiration of the Trial Period, serving functionality of the Software ceases until a valid License Key is installed, or the Software is reinstalled to restart a new Trial Period. XS Technologies makes no commitment to notify You of Trial Period expiration. During the Trial Period, the Software is provided "AS IS" without support obligations.

4. License Keys

License Keys are licensed to You, are not sold, and remain the property of XS Technologies. A License Key: (a) is valid only for the entitlements, term, and edition specified at issuance; (b) may be revoked by XS Technologies if issued in error, obtained fraudulently, or associated with a material breach of this Agreement; and (c) may not be shared, published, resold, or circumvented. You are responsible for keeping Your License Key confidential. Network-connected License Keys may transmit validation information to XS Technologies' systems as part of normal operation.

5. Restrictions

Except as expressly permitted by applicable law (which may include limited reverse-engineering rights for interoperability that cannot be waived), You shall not, and shall not permit others to:

  1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or internal structure of the Software, which is distributed solely in machine-code form;
  2. redistribute, sublicense, rent, lease, lend, sell, publish, or provide the Software or License Keys to any third party, except as expressly authorized by XS Technologies in writing (including through authorized channel or reseller programs);
  3. circumvent, disable, or interfere with license enforcement, trial enforcement, entitlement enforcement, or usage accounting mechanisms in the Software;
  4. remove or obscure any proprietary notice or label on or in the Software;
  5. use the Software to provide a competing API-gateway or AI-governance service to third parties on a hosted or service-bureau basis without a written agreement with XS Technologies; or
  6. use the Software in violation of any applicable law or regulation.

6. Ownership

The Software and all intellectual property rights in it are and remain the exclusive property of XS Technologies and its licensors. This Agreement does not grant You any ownership interest. The Software is distributed in compiled, machine-code form only; source code is not licensed under this Agreement and may be disclosed only under separate written agreement.

7. Open-Source and Third-Party Components

The Software incorporates certain third-party and open-source components (excluding the Gatelodge machine-code program itself), which are licensed to You under their respective open-source licenses. A list of material components is available on request. Nothing in this Agreement limits Your rights under those licenses where applicable.

8. Customer Data and Privacy

The Software is designed to run on infrastructure You control and processes data (including prompts, model traffic, and configuration) in Your environment. The Software does not transmit the content of Your data to XS Technologies. License validation and usage-accounting functions transmit technical validation information only. [Privacy Policy to be published separately and referenced here.]

9. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, XS TECHNOLOGIES DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR COMPATIBLE WITH ANY PARTICULAR MODEL PROVIDER OR SYSTEM. COMMUNITY EDITION IS PROVIDED WITHOUT ANY SUPPORT OBLIGATION.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL XS TECHNOLOGIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XS TECHNOLOGIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED [THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) / THE FEES ACTUALLY PAID BY YOU TO XS TECHNOLOGIES FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM]. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification

You will defend, indemnify, and hold harmless XS Technologies from and against any third-party claims, damages, and expenses (including reasonable legal fees) arising from Your use of the Software in violation of this Agreement or applicable law. [Mutual indemnification for Enterprise agreements to be addressed in the applicable order form.]

12. Term and Termination

This Agreement is effective from Your first use of the Software and continues until terminated. XS Technologies may terminate this Agreement upon material breach (including violation of Section 5) that is not cured within thirty (30) days of notice, or immediately for Section 5(e)–(f) violations. Upon termination: (a) Your license to the Software terminates; (b) You must cease all use of the Software and delete or destroy all copies, including stored License Keys; and (c) Sections 6–11 and 13–16 survive. If You have paid for a perpetual License Key, termination of this Agreement for convenience of XS Technologies does not occur; termination for Your material breach may extinguish the Key per Section 4(b).

13. Export Controls

You represent that You are not located in, and will not use or transfer the Software to, any country or entity subject to comprehensive U.S. export sanctions or restrictions, and that You will comply with all applicable U.S. export control laws and regulations in Your use of the Software.

14. U.S. Government End Users

The Software is "commercial computer software" under FAR 12.212 / DFARS 227.7202. Government end users acquire only the rights set forth in this Agreement.

15. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The state and federal courts located in [Delaware] shall have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief in any court of competent jurisdiction.

16. General

This Agreement is the entire agreement between the parties regarding the Software and supersedes any prior or contemporaneous understandings. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in effect. You may not assign this Agreement without XS Technologies' written consent; XS Technologies may assign it in connection with a merger, acquisition, or sale of assets. Failure to enforce any provision is not a waiver. Notices to XS Technologies: [[email protected] / registered address].

Contact. DataGateLodge, a division of XS Technologies Inc. [[email protected] / [email protected]]

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