The license terms for Nexgile software.

This license applies to Nexgile software products. Additional information about third-party components included in the Software can be found in the THIRDPARTYNOTICES, LICENSE, and NOTICE files accompanying the Software, and information about Nexgile's data practices can be found in Nexgile's Privacy Policy.

These license terms are an agreement between you and Nexgile Inc (or, based on where you live, one of its affiliates) (collectively, "Nexgile"). They apply to the software named above. The terms also apply to any Nexgile services or updates for the Software, except to the extent those have different terms.

These terms apply only to the unlimited version of the Software made available by Nexgile (the "Unlimited Version"). They do not apply to any free, trial, developer, beta, professional services, support, hosting, or separately licensed version of the Software unless Nexgile expressly states otherwise in writing.

If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind that entity. References to "you" or "Licensee" mean the entity accepting these terms and its authorized users, as applicable.

If you access or use the Software under a separately signed agreement with Nexgile, including an order form, master subscription agreement, enterprise agreement, government contract, data processing agreement, statement of work, or other written agreement signed by Nexgile, that signed agreement controls over these terms for the subject matter it covers. These terms supplement, and do not replace, any such signed agreement unless the signed agreement expressly states otherwise.

"Licensee" means the entity that has entered into the applicable order form or signed agreement with Nexgile for the Software. Where the Software is acquired by a contractor, reseller, systems integrator, or other intermediary on behalf of a U.S. Government customer, "Licensee" means the U.S. Government customer — i.e., the government entity, program, or agency identified in the applicable order form, procurement document, or other signed agreement — and not the intermediary, unless the order form or signed agreement expressly identifies the intermediary as the Licensee.

"Acquiring Contractor" means any contractor, reseller, systems integrator, or other intermediary that acquires the Software on behalf of a U.S. Government customer. The Acquiring Contractor does not itself become the Licensee solely by virtue of acquiring or facilitating access to the Software on the government customer's behalf, unless expressly stated otherwise in a signed agreement with Nexgile.

"Authorized Users" means the employees, contractors, and personnel of the Licensee who are authorized to use the Software under the applicable order form or signed agreement.

References to "you" in these terms mean the Licensee, as defined above. Where context requires, references to "you" also encompass the Acquiring Contractor acting within the scope of its role on behalf of the Licensee.

The license granted under these terms is valid for the term specified in the applicable order form or signed agreement. If no term is specified, the license is valid for one (1) year from the Effective Date. Upon expiration of the license term, Nexgile shall provide Licensee with no less than ninety (90) days' written notice prior to expiration, and shall negotiate in good faith with Licensee regarding renewal. Nexgile shall provide 180 day advanced notice of non-renewal. Nexgile has no obligation to renew unless expressly agreed in writing.

The Software includes AI-powered features that interact with third-party AI providers using credentials Licensee supplies.

The Software includes agentic and autonomous capabilities that, when enabled, selected, or configured by Licensee, may perform actions in Licensee's environment, including reading and writing files, executing commands, and interacting with local and remote services. Unless such capabilities are enabled, selected, or configured by Licensee, the Software may require human review, approval, or confirmation before performing certain actions. Nexgile shall provide Licensee with commercially reasonable documentation regarding material agentic capabilities, default configurations, and recommended security controls. Licensee is responsible for: (a) reviewing AI-generated output before relying on it in production or sensitive environments; (b) configuring permissions, auto-approval, and access controls appropriately for their environment; (c) determining whether the Software may process confidential, personal, or regulated data in consultation with Nexgile's provided guidance; and (d) the actions the Software performs on Licensee's behalf with Licensee's authorization. Nexgile remains responsible for claims directly caused by defects or vulnerabilities in the Software itself, subject to Section 16. Licensee remains responsible for actions, outputs, or results arising from Licensee's configurations, credentials, prompts, approvals, instructions, selected modes of operation, including autonomous mode, integrations, environments, or third-party services or models.

Licensee is responsible for selecting, approving, contracting with, configuring, and authorizing any third-party AI provider, model, API, cloud provider, or customer-hosted model used with the Software. Nexgile does not control and is not responsible for the acts, omissions, performance, availability, security, terms, data practices, outputs, hallucinations, inaccuracies, errors, defects, vulnerabilities, or behavior of any third-party AI provider, model, API, cloud provider, or customer-hosted model selected, approved, or configured by Licensee. Licensee's use of any third-party AI provider, model, API, cloud provider, or customer-hosted model is subject to the applicable terms, policies, and technical limitations of that third party or environment. Nexgile is responsible only for the Software as provided by Nexgile, and not for errors, defects, vulnerabilities, outputs, or behavior attributable to third-party AI providers, third-party models, customer-hosted models, or Licensee-selected environments.

Licensee is responsible for maintaining appropriate human review, approval workflows, access controls, security controls, backups, and testing procedures for Licensee's use of the Software, including any use in production or sensitive environments. Nexgile is not responsible for unauthorized, unintended, or harmful actions taken by Software where those actions result from Licensee's credentials, permissions, configurations, prompts, approvals, integrations, environments, or third-party services.

Nexgile may provide information regarding supported third-party AI providers, models, APIs, cloud providers, customer-hosted models, deployment environments, and configuration options. Licensee remains responsible for selecting, approving, contracting with, configuring, and authorizing any third-party AI provider, model, API, cloud provider, customer-hosted model, or deployment environment used with the Software. Licensee acknowledges that its choice of third-party AI provider, model, API, cloud provider, customer-hosted model, or deployment environment may affect data processing, data flows, logging, retention, confidentiality, security controls, regulatory treatment, and allocation of responsibility. Nexgile is not responsible for liabilities, obligations, or requirements arising from Licensee's selected third-party AI providers, models, APIs, cloud providers, customer-hosted models, or deployment environments, except to the extent directly caused by Nexgile's breach of this agreement.

For U.S. Government customers or contractors acquiring the Software on behalf of a U.S. Government entity, Nexgile shall provide documentation, data-flow information, telemetry disclosures, deployment guidance, and available administrative controls to assist Licensee's security review. Licensee remains responsible for determining, implementing, maintaining, and complying with any applicable government standards, data protection requirements, security frameworks, authorization requirements, agency requirements, program-specific requirements, procurement requirements, and legal or regulatory obligations applicable to Licensee's use of the Software and selected deployment environment, including, as applicable and without limitation, requirements relating to ATO, FedRAMP, NIST, CMMC, CUI, PII, export-controlled data, ITAR/EAR, data residency, data retention, data classification, system security plans, and agency approval processes. Nexgile may provide documentation, data-flow information, telemetry disclosures, security documentation, deployment guidance, available administrative controls, and other commercially reasonable information to assist Licensee's review, but Nexgile does not own, perform, or guarantee Licensee's ATO, FedRAMP authorization, NIST compliance, CMMC compliance, CUI handling determination, data classification, agency approval process, or other government authorization or compliance decision. Licensee is also responsible for obtaining all rights, permissions, notices, and consents necessary for any data, code, files, prompts, credentials, or other materials that Licensee provides to, accesses through, or processes using the Software.

Licensee is responsible for its systems, devices, repositories, environments, access credentials, API keys, tokens, permissions, configurations, and integrations used with the Software. Licensee is responsible for securing and managing all credentials and access rights used with the Software, including credentials used to access third-party AI providers, code repositories, cloud services, development tools, extensions, APIs, and other services.

Nexgile may make updates available for the Software. You are responsible for installing updates unless your organization manages updates centrally. Failure to install updates may increase security and operational risk.

If Licensee provides feedback about the Software to Nexgile, Licensee grants Nexgile a non-exclusive, royalty-free license to use such feedback solely for the purpose of improving the Software, subject to the following conditions: (a) Nexgile shall not commercialize, sell, or share Licensee's feedback with third parties without Licensee's prior written consent; (b) Nexgile shall not use feedback provided by a U.S. Government customer or a contractor acting on behalf of a U.S. Government customer in any manner that would disclose government operational details, sensitive information, or information subject to government data protection requirements; (c) feedback that contains or is derived from government data, CUI, or export-controlled information shall be governed by the applicable government contract and data processing agreement, not this Section; and (d) Licensee retains all rights in any feedback it provides and this license does not constitute a transfer of ownership. These rights do not survive termination of this agreement with respect to feedback provided by U.S. Government customers. Notwithstanding the foregoing, Nexgile may use general, non-confidential feedback to improve its products and services, provided Nexgile does not use or disclose Licensee confidential information, government data, CUI, export-controlled information, or agency-specific sensitive information.

The Software is licensed, not sold. This agreement only gives you some rights to use the Software. Nexgile reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement, and you must comply with any technical limitations in the Software. You may not:

• reverse engineer, decompile, or disassemble the Software, except and only to the extent required by third-party licensing terms governing open-source components included in the Software;
• remove, minimize, block, or modify any notices of Nexgile, its licensors, or third-party contributors in the Software;
• use the Software in any way that is against the law, in violation of any third party's terms of service, or to evade rate limits, bot-detection, or anti-abuse controls of any service;
• use the Software in life-support, nuclear, aircraft, weapons, or other safety-critical applications;
• use the AI or agentic features of the Software to generate malware, conduct unauthorized intrusion, perform unauthorized scraping, or generate content prohibited by applicable law or by the relevant AI provider's terms;
• circumvent license keys, seat limits, authentication, or other technical or administrative controls;
• redistribute, resell, sublicense, host, time-share, white-label, or provide the Software as a managed service for third parties, except as expressly permitted in writing by Nexgile;
• use the Unlimited Version outside the entities, users, contractors, projects, repositories, environments, or other scope permitted by the applicable order form or signed agreement;
• sell, license, sublicense, commercialize, host, white-label, or otherwise make available applications built using or on top of the Unlimited Version for the benefit of third parties, except as expressly permitted in a signed writing by Nexgile;
• share license keys, access credentials, authentication tokens, accounts, or other access controls with unauthorized users;
• use the Software to train, fine-tune, improve, or develop any competing product, model, system, or service;
• use the Software as a public-facing hosted service, managed service, outsourcing platform, service-bureau offering, white-label product, or other service for third parties, except as expressly permitted in a signed writing by Nexgile.

This Software is provided "as is." Nexgile shall provide support, maintenance, service levels, professional services, training, onboarding, or other services only to the extent expressly stated in an applicable order form, support policy, statement of work, or other written agreement signed by Nexgile. Any support or services provided by Nexgile are subject to the applicable support terms, service terms, or statement of work. Nexgile has no obligation to provide any support, maintenance, service levels, professional services, or other services except as expressly agreed in writing.

As between you and Nexgile, Nexgile owns all right, title, and interest in the Software, except for third-party components, which are owned by their respective contributors. You retain ownership of the inputs you author and provide to the Software and the AI outputs the Software returns to you, subject to any rights of the underlying AI providers.

"Nexgile" and the names of Nexgile products are trademarks of Nexgile Inc. This agreement does not grant you any right to use the Nexgile trademarks except for fair, nominative use to identify the Software. Third-party trademarks remain the property of their respective owners; nothing in this agreement or in the licenses governing third-party components grants you any right to use those trademarks.

You must comply with all domestic and international export laws and regulations that apply to the Software, including restrictions on destinations, end users, and end use.

Each party agrees to defend, indemnify, and hold harmless the other party and its affiliates, officers, directors, employees, contractors, licensors, suppliers, and representatives from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of or relating to such party's own gross negligence, willful misconduct, fraud, or material breach of this agreement.

Licensee's indemnification obligations are limited to claims directly and proximately caused by: (a) Licensee's material violation of this agreement or applicable law; (b) Licensee's knowing use of AI-generated outputs in a manner that infringes third-party rights; and (c) Licensee's failure to implement and maintain appropriate security controls, configurations, guardrails, credentials management, and data-handling procedures within the environment in which the Software is deployed and operated, including compliance with applicable federal security standards such as FedRAMP and NIST 800-53 and other applicable agency-specific data handling requirements.

Nexgile's indemnification obligations include: (a) claims that the Software, as provided by Nexgile and used in accordance with this agreement, infringes any third-party intellectual property right; (b) claims arising from Nexgile's gross negligence, willful misconduct, or fraud; (c) claims arising from defects or vulnerabilities in the Software that cause unauthorized actions or data breaches to the extent directly caused by Nexgile's gross negligence, willful misconduct, or material breach of its express security obligations under this agreement or an applicable signed security addendum; (d) claims arising from Nexgile's breach of any data processing agreement or security addendum; and (e) claims, penalties, or regulatory actions arising from Nexgile's unauthorized processing, disclosure, or failure to protect personally identifiable information or personal data ("PII") actually received or processed by Nexgile from Licensee in connection with this agreement, to the extent Nexgile had written notice that such data constituted PII and such claims are caused by Nexgile's gross negligence, willful misconduct, or material breach of its express data protection obligations under this agreement or applicable law. For clarity, Nexgile is not responsible under this Section for PII or other sensitive data introduced, stored, processed, or transmitted through Licensee's environment, selected LLM, configurations, credentials, prompts, integrations, or user actions, except to the extent directly caused by Nexgile's gross negligence, willful misconduct, or material breach of its express obligations under this agreement.

For U.S. Government customers, Licensee's indemnification obligations are further subject to applicable government law, including the Anti-Deficiency Act (31 U.S.C. § 1341) and applicable appropriations law. Nothing in this Section shall be construed to require a government entity to indemnify a private party in a manner inconsistent with applicable government law or to obligate funds in advance of appropriations.

This agreement is effective until terminated. This agreement may be terminated by either party upon material breach, subject to the following conditions: (a) the non-breaching party shall provide the breaching party with written notice specifying the nature of the breach in reasonable detail; (b) the breaching party shall have thirty (30) days from receipt of such notice to cure the breach, or such longer period as may be reasonably necessary if the breach cannot be cured within thirty (30) days and the breaching party is diligently pursuing cure; and (c) termination shall only take effect if the breach remains uncured at the end of the cure period.

For U.S. Government customers or contractors acquiring the Software on behalf of a U.S. Government entity: (a) Nexgile shall not suspend or terminate access to the Software during any active government contract period of performance without providing at least sixty (60) days prior written notice to both the Licensee and the applicable Contracting Officer; (b) Nexgile shall not suspend access based solely on a good-faith dispute regarding scope of use or fees; (c) in the event of a security concern, Nexgile shall notify Licensee and work collaboratively to address the concern before suspending access, except where immediate suspension is required to prevent imminent harm; and (d) upon expiration or termination, Nexgile shall provide a reasonable transition assistance period of no less than sixty (60) days to allow the government customer to migrate to an alternative solution.

Upon termination, Licensee must cease all use of the Software and destroy all copies. Sections 2.3, 2.4, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, and 17 survive termination. Termination of this agreement does not affect Licensee's separate rights under any third-party license that governs a corresponding third-party component included in the Software. If Nexgile reasonably believes that Licensee's use of the Software creates an imminent security, legal, operational, infringement, misuse, or third-party risk, Nexgile may provide written notice to Licensee identifying the concern and may request that Licensee suspend, disable, limit, or remediate the affected use. Nexgile will reasonably cooperate with Licensee regarding such notice, but nothing in this agreement requires Nexgile to continue providing support, updates, assistance, or other services for use that Nexgile reasonably believes creates such risk. Nothing in this section gives Nexgile any right to access, control, disable, or modify Licensee's systems or deployment environment except as expressly agreed in a signed writing.

This agreement, together with the Privacy Policy and the THIRDPARTYNOTICES, LICENSE, and NOTICE files accompanying the Software, is the entire agreement for the Software, except to the extent you and Nexgile have entered into a separately signed agreement. If you have a separately signed agreement with Nexgile, that signed agreement controls for its subject matter. Any additional or conflicting terms in a purchase order, procurement document, vendor portal, onboarding document, invoice, email, click-through, online form, or other document submitted by you are rejected and have no effect unless expressly agreed to in a signed writing by Nexgile.

This agreement is governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to this agreement; provided, however, that Nexgile may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or proprietary rights.

If you acquired the Software outside the United States, mandatory local consumer-protection laws may apply to the extent they cannot be waived by agreement.

Notwithstanding the general disclaimer below, Nexgile warrants that: (a) the Software will perform materially in accordance with its published documentation during the applicable license term; (b) Nexgile will employ commercially reasonable and industry-standard security measures to protect the Software from known vulnerabilities; (c) Nexgile will notify Licensee within forty-eight (48) hours of discovering any security breach, vulnerability, or incident that may affect Licensee's data, systems, or operations; (d) the Software does not, to Nexgile's knowledge as of the Effective Date, infringe any third-party intellectual property rights; and (e) Nexgile will provide Licensee with reasonable advance notice of any material changes to the Software's functionality, AI features, or supported third-party AI providers.

Except for the express warranties stated above, the Software is provided without additional warranties. Nexgile excludes implied warranties of merchantability, fitness for a particular purpose, and accuracy only to the extent permitted by applicable law. Nothing in this Section limits Nexgile's liability for gross negligence, willful misconduct, or fraud. For U.S. Government customers, this disclaimer is subject to applicable government procurement law and shall be interpreted consistently with FAR 12.212 and DFARS 227.7202.

The Software is "commercial computer software" and related documentation is "commercial computer software documentation." If the Software is acquired by or on behalf of the U.S. Government, the Software and documentation are provided only with the rights customarily provided to the public under this agreement and any applicable order form, consistent with FAR 12.212, DFARS 227.7202, and similar regulations. No additional rights, including unlimited rights, government purpose rights, or rights to source code, are granted unless expressly agreed in a written agreement signed by Nexgile.