KYVOS EULA as under to be executed by the end-user department at the time of placing supply order for product licenses
This document includes warranty disclaimers and a license agreement granting the usage of a specific licensed edition of the Kyvos Platform.

END USER LICENSE AGREEMENT
This is an agreement between you ("Licensee") and Kyvos. By indicating acceptance of this agreement by checking “I Agree” and continuing to install this software or install by other means and by using this software, you agree to the terms of this agreement. This agreement is effective against Kyvos only if Licensee has provided Kyvos with information about its intended use and Kyvos has confirmed its acceptance of this agreement in writing to the Licensee. The licensee electronically agrees to this agreement by clicking I ACCEPT checkbox in the following form. If you do not intend to agree to the terms, CLICK THE "CANCEL" BUTTON AND EXIT THE INSTALL. This agreement shall be effective from the date you accept the terms of this agreement.

1. Definitions
"Kyvos" means Kyvos Insights Inc., at 720 University Avenue, Suite 130, Los Gatos, CA 95032.
"Kyvos Platform" means the Kyvos software product, including individual files, libraries, or executable code contained in the Kyvos installation directory.
"Licensee" means the company, individual, a single entity, which who intends to use any of Kyvos product editions.
"Effective Date" means the date that Kyvos confirms its acceptance of this agreement in writing or by electronic mail delivery to End User.

2. RIGHTS AND RESTRICTIONS
2.1 License: Kyvos grants Licensee a non-exclusive and non-transferable license to use the Software and its Documentation in executable form, solely for Licensee's internal business use according to the terms and conditions of this Agreement. Use Kyvos APIs to integrate in your application.

2.2 License File: You will obtain an exclusive license key file from Kyvos, which mentions your name that you can use for your business. The EULA tag in the license file points to the specific license agreement for that edition that the license grants. You will read and agree to accept the terms and conditions and the agreement before you can use this product.

2.3 Usage: Licensee may install and use one instance of Kyvos product. The rights granted above shall terminate immediately in the event of Licensee’s breach of any provision of this agreement.

Licensee will ensure that Licensee’s use of each Service and all its Data is at all times compliant with Licensee’s privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. The Licensee is solely responsible for the accuracy, content, and legality of all its Data. Licensee represents and warrants to Kyvos that Licensee has sufficient rights on the Licensee Data and that the Licensee Data does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party.

Licensee shall be responsible for compliance of applicable Data Protection law including but not limited to General Data Protection Regulation (EU) 2016/679 (GDPR) or California Consumer Privacy Act (CCPA). And Licensee shall indemnify Kyvos in case of breach of Data protection law.

2.4 Sample Data: Kyvos may make available sample data (including from third-party sources) solely for Licensee’s internal testing, evaluation, and other non-productive use during the applicable Subscription Term (“Sample Data”). Licensee acknowledges that Sample Data is example data only, which may not be complete, current, or accurate. Licensee will not (and will not permit any third party to) copy or export any Sample Data and agrees that Kyvos may delete or require Licensee to cease using Sample Data at any time.

2.5 User ID and Password Protection: Licensee will require that all permitted users keep the user ID and password information strictly confidential and not share such information with any unauthorized person. Kyvos will not have any liability under this Agreement for actions taken using Licensee’s user IDs and passwords, including any unauthorized use or access caused by misuse or misappropriation of such user IDs and passwords. Licensee will be responsible for restricting access by any User who is no longer authorized to access the applicable Service.
2.6 Restrictions:

In-house use. No distribution: The License is strictly restricted to in-house use. It cannot be copied or distributed for any reason, what so ever. Licensee shall not use the KYVOS PRODUCT, in any manner or for any purpose not expressly authorized by this Agreement; or otherwise adapt, modify, or translate the KYVOS PRODUCT or the metadata created by the KYVOS PRODUCT; or create derivative works of translate, decompile, disassemble or reverse engineer, the KYVOS PRODUCT or the metadata created by the KYVOS PRODUCT; rent or lend the KYVOS PRODUCT or a KYVOS PRODUCT license.

No Transfer: Licensee may not rent, lease, sublicense, assign or transfer its rights under this agreement, or authorize all or any portion of the KYVOS PRODUCT.

No Modification, No Reverse Engineering: Licensee shall not modify, adapt, translate or create derivative works based upon the Software in any way, including without limitation, any copyright or other proprietary notice that appears in the Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

Limited Internal Rebranding: Licensee shall not modify the following, a) electronic end user license agreement, b) acknowledgments, c) "About" screen on the portal. If Licensee decides to re-brand KYVOS PRODUCT screens, Licensee should add a logo - "powered by Kyvos" in the vicinity of a new internal brand name, d) Installer Restrictions.

No third party rights: Licensee has description and sole responsibility of including acknowledged third party software in the installer or allowing end-user to install them separately. Such acknowledgments and licenses can be carefully read and obtained wherever necessary by the Licensee.

Other Restrictions: KYVOS PRODUCT is licensed by Kyvos for using all features as specified in the license file obtained from Kyvos.

(i) One copy of KYVOS PRODUCT shall not be made available for multi-tenant use as a "SAAS", unless specified in the license file.
(ii) Disabled Features. KYVOS PRODUCT may contain features and functionalities that are hidden or disabled compared to other higher editions. These disabled or hidden features will activate only when end user applies a higher edition license file duly obtained from Kyvos. Licensee shall not access, or attempt to access, or duplicate the functionality of such disabled features without a valid license key, nor will Licensee otherwise circumvent the technology that controls activation of such features.
(iii) Kyvos doesn't grant any ownership rights to Licensee. The KYVOS PRODUCT is licensed to use and not sold. Kyvos and its suppliers retain all ownership rights. Licensee shall not at any time during or after the term of this Agreement assert or claim any interest in, or assert or do anything that may adversely affect Kyvos' ownership of, or the validity of, the intellectual property and proprietary rights of Kyvos in or relating to the KYVOS PRODUCT.
3. Trademarks
Kyvos hereby grants to Licensee, non-exclusive, non-transferable, personal right to use under the terms of this agreement, the "powered by Kyvos", "Kyvos Platform", logos. Kyvos and this agreement don’t grant any rights on third party software that may be required to run in conjunction or included with KYVOS PRODUCT. Licensee may not assign, transfer or sublicense any trademark right granted herein.

4. Indemnification
Licensee agrees to indemnify, hold harmless and defend Kyvos from and against any claims, lawsuits, damages, expenses and costs, including attorneys' fees, that arise or result from Licensee's download, installation and usage of the KYVOS PRODUCT, however, that Licensee's indemnification obligation may be exempted to claims or lawsuits arising out of a claim that solely by KYVOS PRODUCT, and none in combination with software or hardware used by Licensee, or the Trademark(s), infringes any third party patent, copyright, trademark or other intellectual property right.

5. Intellectual Property Ownership, Copyright Protection
The KYVOS PRODUCT is the intellectual property of and is owned by Kyvos Insights Inc. and its suppliers. The structure, organization and source code of the Software are the valuable trade secrets and confidential information of Kyvos and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Republic of India, the United States and other countries, and by supported international treaty provisions. This agreement does not grant Licensee any intellectual property rights in the Software and all rights are reserved by Kyvos and its suppliers.

6. Support Obligation
Kyvos shall not be obligated to provide any support to Licensee. For self help utilities and knowledgebase go to https://kyvosinsights.zendesk.com/ For commercial support, incident based or annual contract, contact sales@kyvosinsights.com.

7. Warranty Disclaimer
The Software is made available by Kyvos for in-house usage "AS IS" and Kyvos makes no warranty as to its use or performance. KYVOS AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. KYVOS AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF ANY PARTY'S RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.

THE SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, LICENSED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, WEAPONS SYSTEMS OR ANY OTHER APPLICATION IN WHICH ITS FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

The foregoing exclusions and limitations will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

8. Limitation of Liability
IN NO EVENT WILL KYVOS OR ITS SUPPLIERS BE LIABLE TO DISTRIBUTOR FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM THIS LICENSE AGREEMENT AND/OR LICENSEE’S USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN KYVOS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN DISTRIBUTOR’S JURISDICTION. IN ANY EVENT, KYVOS' AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT WILL BE LIMITED TO ONE U.S. DOLLAR ($1.00). Kyvos is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this agreement, but in no other respects and for no other purpose.

9. Governing Law
This agreement will be governed by and construed in accordance with the substantive laws in force in the State of California, USA and under Los Gatos jurisdiction.

10. Term
10.1 Effective Date: This Agreement and KYVOS PRODUCT license granted under it shall become effective on Effective Date, the date on which Kyvos grants license to use in writing or electronically by delivering a free of cost license file with your name.
10.2 Term Duration:The term of this agreement will be for one year from the Effective Date unless terminated or extended by Kyvos.

10.3 Termination: Kyvos has the right to terminate this agreement (a) without cause upon ninety (90) days written notice or (b) immediately if Licensee fails to comply with any term of this agreement. Upon any such termination, Licensee must cease usage, destroy all copies of the KYVOS PRODUCT in Licensee's possession along with providing Kyvos a certification of such destruction.
11. Confidential Information
(A) Definition of Confidential Information. “Confidential Information” of a party shall mean (i) any technical and non technical information related to such party’s business and current, future and proposed products and services, including for example and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, Licensee lists, business forecasts, sales information, marketing plans and business plans, logs and other debugging artifacts, benchmark or comparison tests, bug tracking and quality measurements, information exchanged in the course of providing or receiving support, and encrypted or obfuscated information, whether or not decrypted; and (ii) any information that may be made known to the receiving party and which the disclosing party has received from others that the disclosing party is obligated to treat as confidential or proprietary, in each case, which information shall be marked as confidential. The Products are the Confidential Information of Impetus and You agree that you will not disclose any information about the Products to any third party without Impetus’ express written consent.

(B). Nondisclosure of Confidential Information and Confidentiality Obligations. Neither party will use, disseminate or in any way disclose any Confidential Information of the other party to any person, firm or business. Each party shall treat all Confidential Information with the same degree of care as such party accords to its own confidential information but not less than reasonable care. Each party shall disclose Confidential Information only to its employees or representatives who have a need to know such information. Each party certifies that each such employee or representative will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such party under this Agreement. Each party shall immediately give notice to the other party of any unauthorized use or disclosure of the other party’s Confidential Information. Each party shall assist the other party in remedying any such unauthorized use or disclosure of the other party’s Confidential Information.

(C). Exceptions. Confidential Information shall not include any information that (i) was in the public domain at or subsequent to the time such information was communicated to the receiving party by the disclosing party through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time such information was communicated to the receiving party by the disclosing party; or (iii) is or was developed by the receiving party’s employees, contractors or agents independently of and without reference to any Confidential Information of the disclosing party. A disclosure of any Confidential Information by the receiving party (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the receiving party shall provide prompt prior written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.

(D) Ownership of Materials. All Confidential Information shall be the property of the disclosing party and no license or other rights to Confidential Information is granted or implied hereby. Within five (5) days after any request by the disclosing party, the receiving party shall destroy or deliver to the disclosing party, at the disclosing party’s option, all Confidential Information of the disclosing party in the possession of the receiving party. The receiving party will provide the disclosing party, upon request, a written certification of such party’s compliance with the obligations under this Section.

12. Marketing
Kyvos may use and display Licensee’s name, logo, trademarks, and service marks on Kyvos’s website and in Kyvos’s marketing materials in connection with identifying Licensee as a Licensee of Kyvos. Upon Licensee’s written request, Kyvos will promptly remove any such marks from Kyvos’s website, and, to the extent commercially feasible, Kyvos’s marketing materials.

13. General Provisions
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. This agreement shall not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorized officer of Kyvos. Updates may be licensed to Licensee by Kyvos with additional or different terms.

13.1 Force Majeure. Kyvos shall not be deemed in default of this Agreement, nor shall be hold responsible for, any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, Government Order or other similar events beyond the reasonable control of the Kyvos,

13.2 Compliance with Law. LICENSEE shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Software. Without limiting the foregoing, LICENSEE shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure that the Software is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law

13.3 Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

13.4 The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.

13.5 Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon receipt of written verification of receipt; (iii) by certified or registered mail, return receipt requested, upon verification of receipt, or five (5) days after deposit in the mail, or (iv) by electronic mail, followed by certified or registered mail, return receipt requested, upon verification of such receipt. Notice shall be sent to the addresses (regular and/or electronic) and facsimile numbers set forth above or such other address or facsimile number as either party may specify in writing.

13.6 This Agreement may not be assigned, sublicensed or otherwise transferred by either party without the other party's prior written consent except that either party may assign this Agreement without the other party's consent to any entity that acquires all or substantially all of such party’s business or assets, whether by merger, sale of assets, or otherwise, provided that such entity assumes and agrees in writing to be bound by all of such party’s obligations under this Agreement.

13.7 In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys’ fees, expert witness fees, consultant fees, and related costs and expenses.

13.8 This Agreement constitutes the parties’ entire understanding regarding the Product, and supersedes any and all other prior or contemporaneous agreements, whether written or oral.

13.9 Modification to this agreement: From time to time Kyvos may modify the term of this agreement. Unless otherwise specified by Kyvos, changes become effective for Licensee upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order Form after the updated version of this Agreement goes into effect. Kyvos will use reasonable efforts to notify Licensee of the changes through communications via Licensee’s Account (as defined below), email or other means. Licensee may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Licensee’s acceptance of such updated version.

14. Notice to Governments of Countries and States
Kyvos believes and agrees to comply with all applicable equal opportunity laws.