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License agreement

These terms govern use of the mountOS software. Specific commercial terms, including the effective date and the parties' details, are set out in the applicable Order Form.

This License Agreement (the "Agreement") governs the use of the mountOS software (the "Software") and is entered into between the provider of the Software ("Licensor") and the organization or individual that installs, runs, or uses the Software ("Customer"). The effective date and the parties' legal names, addresses, and other commercial terms are set out in the applicable Order Form.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership or control of more than fifty percent (50%) of the voting interests of the relevant entity.

1.2 "Agreement" means this License Agreement, together with any Order Form, schedule, exhibit, or amendment incorporated into it.

1.3 "Authorized Use" means use of the Software by Customer for (a) Customer's own internal business purposes and (b) providing managed services to Customer's own customers, in each case strictly within the scope, capacity, and other limits set out in this Agreement and the applicable Order Form.

1.4 "Confidential Information" means any non-public business, technical, or financial information disclosed by one party to the other under or in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection. Confidential Information includes, without limitation, the Software (including its architecture, performance characteristics, and license certificates), pricing, customer lists, and the terms of this Agreement.

1.5 "Documentation" means Licensor's generally available technical and user documentation for the Software made available to Customer.

1.6 "Licensed Capacity" means the maximum aggregate storage, measured in bytes, of all volumes, namespaces, buckets, shares, or equivalent storage resources managed by the Software, as enforced by the license certificate. For commercial convenience, Order Forms may express Licensed Capacity in terabytes (TB); the license certificate encodes the corresponding value in bytes for enforcement purposes. Each license authorizes a single logical unit (one complete, independently operated deployment of the Software and the storage it manages). The Licensed Capacity applies to that unit, and each additional logical unit requires its own license.

1.7 "Licensed Limits" means, collectively, the Licensed Capacity and any limits on the number of nodes, volumes, or users specified in the applicable Order Form and encoded in the license certificate.

1.8 "Managed Services" means services provided by Customer to its own customers using the Software as part of Customer's hosted, managed, operated, administered, or white-labeled offerings.

1.9 "Order Form" means an ordering document, quote, or schedule executed by the parties that references this Agreement and specifies commercial terms such as Software, Licensed Limits, pricing, support level, and term.

1.10 "Software" means the object-code software products identified in an applicable Order Form, together with any updates, patches, and maintenance releases made available by Licensor under the purchased support level, if any. Software does not include Third-Party Components except to the extent bundled for convenience.

1.11 "Third-Party Components" means third-party software, including open-source software, distributed with or used by the Software.

2. License Grant

2.1 License. Subject to the terms of this Agreement and the applicable Order Form, Licensor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable term to install, run, and use the Software in object-code form solely for Authorized Use.

2.2 Managed Services Right. Customer may use the Software to provide Managed Services to Customer's own customers, provided that Customer does not distribute the Software itself as a standalone product unless expressly authorized in an Order Form.

2.3 Affiliates and Contractors. Customer may allow its Affiliates and contractors to use the Software on Customer's behalf, provided Customer remains fully responsible for their compliance with this Agreement.

2.4 Reservation of Rights. The Software is licensed, not sold. Except for the rights expressly granted in this Agreement, Licensor retains all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights.

2.5 Free License. Where the Software is licensed at no charge (a "Free License", as indicated in the applicable license certificate or Order Form), Customer may install, run, and self-host the Software for Customer's own internal business purposes and as a supporting component within Customer's own applications, products, or services that provide distinct value to Customer's own end users. A Free License does not grant the Managed Services Right in Section 2.2. A Free License authorizes a single logical unit, limited to the Licensed Capacity specified in its certificate. Greater capacity or additional units are available under a business license set out in an Order Form. Under a Free License, Customer will not, directly or indirectly: (a) resell, redistribute, sublicense, rent, lease, or otherwise make the Software available to any third party; (b) provide the Software, or its functionality, to any third party as a hosted, managed, or white-labeled service; or (c) offer any product or service in which the Software or its functionality constitutes the principal value delivered to third parties, or that otherwise competes with the Software. The rights restricted by clauses (a) through (c) are available only under a paid commercial license set out in an Order Form.

3. Restrictions

Customer will not, and will not permit any third party to:

(a) copy the Software except as reasonably necessary for installation, backup, and disaster recovery;

(b) modify, adapt, translate, or create derivative works of the Software;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, underlying ideas, algorithms, file formats, or trade secrets of the Software, except to the extent prohibited by applicable law from restricting such acts;

(d) sell, lease, rent, sublicense, assign, distribute, transfer, or otherwise make the Software available to any third party as a standalone product;

(e) use the Software in excess of Licensed Limits;

(f) remove, obscure, or alter proprietary notices;

(g) use the Software in violation of applicable law;

(h) bypass or circumvent any license key, usage control, technical restriction, or security mechanism in the Software;

(i) represent that any customer of Customer has a direct license from Licensor unless Licensor has expressly agreed in writing; or

(j) clone, copy, or replicate a deployment of the Software and run the copies under the same license certificate, or otherwise reuse a single license across more than one deployment, instance, or installation, for the purpose or with the effect of exceeding the applicable Licensed Capacity.

4. Order Forms

4.1 Scope. Each Order Form will specify the Software licensed, Licensed Limits, fees, support level, term, and any special commercial terms.

4.2 Precedence. If there is a conflict between this Agreement and an Order Form, the Order Form will control only with respect to the specific commercial terms expressly stated in that Order Form, and this Agreement will control in all other respects unless the Order Form explicitly states that it overrides a specific clause of this Agreement.

5. Delivery and License Certificate

5.1 Delivery. Licensor may deliver the Software electronically, including by download, package repository, container image, or other reasonable method.

5.2 License Certificate. Licensor will issue a digitally signed license file that the Software uses to verify Licensed Limits, validity period, and grace period. The license certificate is a technical enforcement mechanism only and does not replace this Agreement. The license certificate is encoded as a Base64 blob containing an Ed25519 signature and a JSON payload describing the licensed scope.

5.3 Grace Period. Each license certificate includes a grace period (specified in days) during which the Software continues to operate after the license expiry date. The default grace period is thirty (30) days unless otherwise specified in the Order Form. During the grace period, existing deployments continue to operate, but Customer should promptly contact Licensor to renew.

6. Fees, Reporting, and Overages

6.1 Fees. Customer will pay the fees set out in each Order Form.

6.2 Capacity Metric. Unless otherwise stated in the Order Form, fees are based on Licensed Capacity.

6.3 Reporting. Within ten (10) days after the end of each calendar month, Customer will provide a written report showing the Licensed Capacity used during that month in reasonable detail.

6.4 Overage. If Customer exceeds the Licensed Limits purchased under an Order Form, existing deployments will continue to operate during any applicable grace period; however, new service instances may be restricted until compliance is restored. Customer will promptly negotiate a revised Order Form or capacity extension covering the excess.

6.5 Records. Customer will maintain accurate records sufficient to verify Licensed Limits and compliance with this Agreement for at least two (2) years.

7. Audit Rights

Upon at least fifteen (15) business days' prior written notice, and no more than once in any rolling twelve-month period unless a prior audit revealed material noncompliance, Licensor may audit Customer's relevant records and deployment solely to verify compliance with this Agreement. Any audit will be conducted during normal business hours, in a manner designed to minimize disruption, and subject to Customer's reasonable security requirements. If an audit reveals underpayment of more than five percent (5%) for the audited period, Customer will promptly pay the deficiency and Licensor's reasonable audit costs.

8. Support, Updates, and Security Notifications

8.1 Support. Unless expressly stated in an Order Form, Licensor has no obligation to provide support, maintenance, updates, or service levels. Any purchased support or service levels will be governed solely by the applicable Order Form or support schedule.

8.2 Vulnerability Notification. Licensor will notify Customer of confirmed security vulnerabilities in the Software as follows:

(a) Critical (CVSS score >= 9.0): within 24 hours of confirmation;

(b) High (CVSS score >= 7.0): within 72 hours of confirmation;

Licensor will use commercially reasonable efforts to provide a patch or mitigation for Critical vulnerabilities within 7 days of confirmation.

9. Customer Responsibilities

Customer is solely responsible for:

(a) procuring, operating, and securing its infrastructure, cloud accounts, credentials, and environments;

(b) its agreements, service commitments, and support commitments to its own customers;

(d) data, workloads, and content processed, stored, or transmitted using the Software; and

(e) ensuring that its and its customers' use complies with applicable law.

10. Third-Party Components and Telemetry

10.1 Third-Party Components. The Software may include Third-Party Components. Such components are licensed under their applicable third-party license terms, which will govern to the extent required by those terms. Licensor will make required notices and license information available through the Software's CLI command and/or accompanying notice files.

10.2 No Telemetry. The Software does not transmit Customer data, usage telemetry, or any other information outside Customer's deployment environment. All operational data (including alerts, metrics, heartbeats, and session tracking) remains within Customer's infrastructure.

11. Confidentiality

Each party receiving Confidential Information will protect it using reasonable care, and no less than the care used to protect its own similar information, and will use such Confidential Information only to perform or exercise rights under this Agreement. Confidential Information does not include information that:

(a) becomes public through no fault of the receiving party;

(b) was already known to the receiving party without restriction;

(d) is lawfully received from a third party without restriction.

12. Limited Warranty

12.1 Performance Warranty. For thirty (30) days after delivery, Licensor warrants that the Software will materially conform to the Documentation when used in accordance with this Agreement in a supported environment.

12.2 Exclusive Remedy. Customer's exclusive remedy, and Licensor's sole liability, for breach of the foregoing warranty will be, at Licensor's option:

(a) repair or replacement of the nonconforming Software; or

(b) termination of the affected Order Form and refund of prepaid fees for the affected Software for the unused portion of the applicable term.

13. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, THE SOFTWARE, DOCUMENTATION, SUPPORT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. The exclusions and cap in this Section do not apply to:

(a) Customer's payment obligations;

(b) Customer's breach of Sections 2, 3, 6, or 11;

(d) liability that cannot legally be limited or excluded.

15. Indemnification

15.1 By Licensor. Licensor will defend Customer against any third-party claim alleging that the Software, as provided by Licensor and used as authorized under this Agreement, infringes that third party's patent, copyright, or trade secret, and will pay damages finally awarded or amounts agreed in settlement, provided Customer promptly notifies Licensor, grants Licensor sole control of the defense and settlement, and reasonably cooperates.

Licensor will have no obligation under this Section for claims arising from:

(a) modifications not made by Licensor;

(b) combination with items not provided by Licensor;

(d) Customer data or Customer's services.

If such a claim occurs or is likely, Licensor may:

(i) procure for Customer the right to continue using the Software;

(ii) modify or replace the Software; or

(iii) terminate the affected Order Form and refund prepaid unused fees for the affected Software.

15.2 By Customer. Customer will defend, indemnify, and hold harmless Licensor from any third-party claims arising from:

(a) Customer's or its customers' use of the Software in violation of this Agreement or applicable law;

(b) Customer's services, service commitments, or agreements with its customers;

(d) Customer's infrastructure, configurations, or security failures.

16. Term and Termination

16.1 Agreement Term. This Agreement begins on the Effective Date and continues until terminated.

16.2 Order Form Term. Each Order Form will have the term stated in that Order Form.

16.3 Termination for Cause. Either party may terminate this Agreement or an affected Order Form upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after written notice, except that Licensor may terminate immediately for Customer's material breach of Sections 2, 3, or 6.

16.4 Wind-Down Period. Upon expiration or termination of this Agreement or an Order Form, Customer will have a minimum 60-day wind-down period to migrate end-customer data and services. During the wind-down period, Customer may continue using the Software in read-only mode (no new volumes, accounts, or capacity expansion). The wind-down period may be extended by mutual agreement or as specified in the applicable Order Form.

16.5 Effect of Termination. Upon expiration of the wind-down period, Customer will cease use of the affected Software and destroy or return all copies, except for backup copies retained pursuant to standard archival procedures and copies retained as required by law. Sections that by their nature should survive will survive.

17. Publicity

Neither party may use the other party's name, logo, or marks in publicity without prior written consent, except that Licensor may identify Customer in a factual customer list unless Customer opts out in writing.

18. Data Processing

The terms set out in Exhibit A (Data Processing Addendum) apply to any processing of personal data in connection with this Agreement.

19. General

19.1 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Licensor's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a direct competitor of Licensor and agrees in writing to be bound by this Agreement.

19.2 Governing Law and Venue. This Agreement is governed by the laws of the jurisdiction specified in the applicable Order Form, excluding its conflict-of-laws rules. The courts of that jurisdiction will have exclusive jurisdiction, and each party consents to personal jurisdiction there.

19.3 Entire Agreement. This Agreement, all Order Forms, and all exhibits constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous proposals, understandings, and communications relating to that subject matter.

19.4 Amendment and Waiver. Any amendment must be in writing and signed by both parties. Failure to enforce any provision is not a waiver.

19.5 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

19.6 Force Majeure. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations.

19.7 Export Compliance. The Software contains cryptographic components (including AES-256-GCM and Ed25519). Each party will comply with all applicable export control and sanctions laws and regulations, including the U.S. Export Administration Regulations (EAR) and EU dual-use regulations. Customer will not export, re-export, or otherwise transfer the Software to any country, entity, or person prohibited by applicable export control laws without obtaining all required authorizations.

19.8 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronically.

Exhibit A - Data Processing Addendum

This Data Processing Addendum ("DPA") supplements the License Agreement between Licensor and Customer.

A.1 Scope

This DPA applies to the extent that Customer's use of the Software involves the processing of personal data as defined under applicable data protection laws (including GDPR and CCPA/CPRA).

A.2 Roles

A.2.1 Customer is the data controller (or "business" under CCPA) with respect to personal data processed using the Software.

A.2.2 Licensor is the provider of self-hosted software. Because the Software runs entirely within Customer's infrastructure and Licensor does not access, receive, or process Customer's personal data, Licensor does not act as a data processor in the ordinary course. If Licensor accesses personal data in connection with support services, Licensor will act as a data processor for the limited scope and duration of that access.

A.3 Customer Obligations

Customer is solely responsible for:

(a) determining the lawful basis for processing personal data;

(b) providing required notices and obtaining required consents from data subjects;

(d) implementing appropriate technical and organizational security measures within its infrastructure; and

(e) conducting data protection impact assessments where required.

A.4 Licensor Obligations (When Acting as Processor)

If and to the extent Licensor accesses personal data (e.g., during support incidents with Customer's authorization), Licensor will:

(a) process such data only on Customer's documented instructions;

(b) ensure that personnel authorized to process the data are bound by confidentiality obligations;

(d) not engage sub-processors without Customer's prior written consent;

(e) assist Customer, upon request, with data subject rights requests and data protection impact assessments to the extent reasonably practicable; and

(f) delete or return all personal data upon completion of the support engagement, unless retention is required by law.

A.5 Security Breach Notification

If Licensor becomes aware of a personal data breach involving Customer's data while acting as processor, Licensor will notify Customer without undue delay and in any event within 72 hours of becoming aware, providing sufficient detail for Customer to assess and fulfill its obligations under applicable data protection laws.

A.6 Data Location

All data processed by the Software resides within Customer's own infrastructure. Licensor does not determine or control the geographic location of Customer's data. Customer is responsible for ensuring that its infrastructure deployment complies with any applicable data residency requirements.

A.7 International Transfers

If Licensor accesses personal data in the course of providing support and such access constitutes an international transfer under applicable data protection law, the parties will put in place appropriate transfer mechanisms (such as Standard Contractual Clauses) as required.