END USER LICENSE AGREEMENT (EULA)
Please read this agreement carefully before using this application.
By agreeing, you accept the terms and responsibilities outlined herein:
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# **End-User License Agreement (EULA)**
**For: Nexus Software by CommEnder**
**Effective Date:** 6/8/2025
**Version:** in-development
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## 1. Grant of License
**1.1 License.**
CommEnder (“Licensor”) hereby grants you, the enterprise or individual user (“Licensee”), a non-exclusive, non-transferable, revocable license to install and use the Nexus software (“Software”) solely in accordance with the terms of this Agreement. The license is limited to the internal business or personal purposes of Licensee and may be provided under either a cloud-based subscription or an on-premise deployment as agreed upon in the separate subscription or service agreement.
**1.2 Restrictions.**
- Licensee shall not, and shall not permit any third party to:
- Modify, adapt, or create derivative works from the Software.
- Reverse engineer, decompile, or disassemble the Software.
- Distribute, sublicense, lease, or otherwise transfer the Software to any third party.
- All rights not expressly granted hereunder remain with CommEnder.
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## 2. Intellectual Property Rights
**2.1 Proprietary Rights.**
All intellectual property rights in and to the Software, including any modifications, enhancements, or derivative works, are and shall remain solely with CommEnder. Licensee acknowledges that any and all enhancements, bug fixes, or improvements made by or for CommEnder, including those generated with the assistance of third-party tools, are proprietary to CommEnder.
**2.2 AI-Assisted Code Contributions.**
- **Acknowledgment:** The Software may incorporate code contributions generated or suggested by artificial intelligence tools (e.g., GitHub Copilot).
- **Review and Integration:** All AI-suggested code is subject to thorough internal review, editing, and integration by CommEnder’s development team to ensure compliance with internal quality standards and proprietary requirements before being incorporated into the Software.
- **Ownership:** Notwithstanding the source of any code suggestions—whether generated by human developers or AI—the integrated Software, as delivered to Licensee, remains the exclusive intellectual property of CommEnder and is governed solely by this Agreement.
- **Responsibility:** CommEnder assumes full responsibility for the final, integrated code. Licensee agrees that the use of AI-assisted contributions does not in any way alter the proprietary status, confidentiality, or licensing terms of the Software.
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## 3. Subscription and Deployment Terms
**3.1 Deployment Options.**
Licensee may choose between:
- **Cloud-Based Deployment:** In which case, the Software is hosted by CommEnder, and Licensee accesses it on a subscription basis.
- **On-Premise Deployment:** In which case the Software is installed on Licensee’s premises, subject to a separate one-time setup fee plus annual maintenance fees.
**3.2 Usage Control.**
Licensee agrees to use the Software only in accordance with the provided documentation and under the limitations set forth in this Agreement. Any breach of these usage restrictions may result in termination of the license.
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## 4. Compliance and Security
**4.1 Regulatory Compliance.**
Licensee is responsible for complying with all applicable laws and regulations, including those in highly regulated industries (e.g., nuclear, government, cryogenics). CommEnder shall provide guidance but does not assume responsibility for Licensee’s regulatory compliance.
**4.2 Security Measures.**
Licensee agrees to implement reasonable security and access control measures to prevent unauthorized use of the Software. CommEnder reserves the right to audit Licensee’s usage of the Software to ensure compliance with this Agreement.
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## 5. Disclaimer of Warranties and Limitation of Liability
**5.1 Warranty Disclaimer.**
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMMENDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
**5.2 Limitation of Liability.**
IN NO EVENT SHALL COMMENDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF COMMENDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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## 6. Termination and Enforcement
**6.1 Termination.**
This Agreement is effective until terminated. Licensee’s rights under this Agreement will terminate automatically without notice if Licensee fails to comply with any term(s) of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies thereof.
**6.2 Enforcement.**
CommEnder reserves the right to seek injunctive and other equitable relief to prevent any breach or threatened breach of this Agreement.
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## 7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Governing Jurisdiction]. Any disputes arising out of or relating to this Agreement shall be resolved in the appropriate courts located within said jurisdiction.
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## 8. Miscellaneous
- **Amendments:** No amendment or modification of this Agreement will be binding unless in writing and signed by an authorized representative of CommEnder.
- **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
- **Entire Agreement:** This Agreement constitutes the entire agreement between Licensee and CommEnder regarding the subject matter herein and supersedes all prior understandings, agreements, representations, and warranties, both written and oral.
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**By installing, copying, or otherwise using the Nexus Software, Licensee acknowledges that it has read, understood, and agrees to be bound by the terms of this End-User License Agreement.**
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