Extension License Agreement

§ 1License to Extension

1.1 License Grant

Subject to Customer's payment of all applicable fees and compliance with this Agreement, Publisher grants Customer a non-exclusive, non-transferable, limited license to install and use the Extension within Customer's licensed Microsoft Dynamics 365 Business Central environment solely for Customer's own internal business purposes.

1.2 Subscription Licenses

Where the Extension is offered on a subscription basis, the license is valid only for the paid subscription period. Licenses expire automatically upon subscription cancellation, non-renewal, or termination. Continued use of the Extension after expiration constitutes a material breach of this Agreement.

1.3 Perpetual Licenses

Where explicitly offered and confirmed in writing as a perpetual purchase, Customer receives a perpetual, non-exclusive, non-transferable license to use the specific Released Version of the Extension in effect at the time full payment is received. A perpetual license does not include updates, new feature releases, compatibility updates, or patches released after the date of purchase. Such updates are available only through an active subscription or a separately negotiated update agreement.

1.4 Scope of License

The license granted is solely for Customer's internal use within its own Business Central environment. Customer may permit its authorized employees and contractors ("End Users") to use the Extension subject to this Agreement. Customer is responsible for all End User compliance.

1.5 Affiliates

Customer may extend use of the Extension to its Affiliates, provided that: (a) the license covers the number of environments required; (b) Customer remains responsible for all obligations under this Agreement; and (c) Affiliates comply with this Agreement as if they were the Customer.

1.6 Restrictions

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

• Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Extension or any portion thereof, except to the limited extent permitted by applicable law;
• Sublicense, resell, redistribute, rent, lease, or transfer the Extension or any rights therein to any third party;
• Use the Extension to build a competing product, service, or extension;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices embedded in or affixed to the Extension;
• Access or use the Extension in any manner that could damage, disable, overburden, or impair Publisher's systems or the underlying Microsoft platform;
• Use the Extension for any unlawful purpose or in violation of applicable laws or regulations.

1.7 License Transfers

Perpetual licenses may be transferred only to an Affiliate or, in connection with a merger or asset transfer, to a successor entity, provided Publisher receives written notice of the transfer and the transferee agrees in writing to be bound by this Agreement. Subscription licenses are non-transferable. Attempted transfers that do not comply with this section are void.

1.8 Feedback

Any feedback, suggestions, or ideas Customer provides regarding the Extension is voluntary and given without obligation. Publisher may use such feedback without restriction, compensation, or obligation to Customer. Customer retains all other rights in its own intellectual property.

§ 2Intellectual Property

2.1 Publisher Ownership

LusoNexus retains all right, title, and interest in and to the Extension, including all source code, object code, AL code, algorithms, architectures, methodologies, data models, documentation, and all intellectual property embodied therein ("Publisher IP"). This Agreement does not convey any ownership interest to Customer.

2.2 No IP Transfer

Nothing in this Agreement — including payment of fees, payment in full, execution of a Statement of Work, or any other course of dealing — constitutes or effects a transfer, assignment, or sale of any intellectual property rights from Publisher to Customer. All rights not expressly granted are reserved by Publisher.

2.3 Updates and New Versions

Publisher may release updates, patches, compatibility fixes, or new major versions of the Extension from time to time. Subscription Customers receive access to updates released during their active subscription period. Perpetual license holders are entitled only to the Released Version and must separately procure an active subscription or negotiate an update agreement to receive subsequent releases.

2.4 Microsoft Platform

The Extension is built to run on Microsoft Dynamics 365 Business Central. Microsoft retains all rights in the Business Central platform. Publisher's use of Microsoft APIs and platform components is subject to Microsoft's developer and partner agreements. Nothing in this Agreement grants Customer any rights in Microsoft's intellectual property.

§ 3Privacy & Data

3.1 Customer Data

Publisher processes Customer Data only as necessary to provide and support the Extension. Publisher will not sell, rent, or share Customer Data with third parties except as required to deliver the Extension, comply with applicable law, or as expressly authorized by Customer in writing.

3.2 GDPR and EU Standard Contractual Clauses

To the extent the Extension processes personal data subject to the GDPR or UK GDPR, Publisher acts as a data processor on Customer's behalf. Publisher will enter into a Data Processing Agreement ("DPA") with Customer upon request and will abide by applicable data protection obligations. Transfers of personal data from the EEA or UK to the United States will be governed by EU Standard Contractual Clauses (SCCs) or UK International Data Transfer Agreements (IDTA) as applicable.

3.3 Data Processing Details

Where Publisher processes personal data as a processor under the GDPR:

• Publisher processes personal data only on documented instructions from Customer;
• Publisher will assist Customer in meeting its obligations to data subjects, including requests to exercise rights of access, correction, and deletion;
• Publisher will notify Customer promptly of any personal data breach affecting Customer Data;
• Publisher will maintain records of processing activities as required by Article 30(2) GDPR and make them available to Customer upon request.

3.4 Data Residency

Data handling and residency for the Extension is determined by Customer's Microsoft Business Central environment and Microsoft's data residency policies. Publisher does not independently control the geographic location of Customer Data processed within the Microsoft platform.

3.5 Security

Publisher implements commercially reasonable technical and organizational security measures appropriate to the nature of the data processed. Customer remains responsible for the security of its own Business Central environment, tenant configuration, and user access controls.

3.6 Support Data

Data provided by Customer in connection with technical support requests is used solely to resolve the support issue and is not retained beyond what is necessary for that purpose, except as required by law.

§ 4Data Responsibility, Backups & Extension Uninstall

4.1 Extension Uninstall and Data Deletion

Microsoft Dynamics 365 Business Central allows users to uninstall extensions and, at the time of uninstall, to choose whether to delete all data associated with the Extension from the Business Central environment. If Customer or any End User chooses to delete Extension data upon or after uninstall, that data is permanently and irreversibly destroyed. Microsoft has noted this behavior in its platform documentation. LusoNexus has no ability to recover deleted Extension data under any circumstances, including after reinstallation of the Extension. Publisher expressly disclaims all liability for data lost as a result of Customer- or End User-initiated uninstallation or data deletion actions within the Business Central environment.

4.2 Backup Responsibility

Customer is solely and exclusively responsible for maintaining adequate, current, and verified backups of all data processed by, stored in, or associated with the Extension. This obligation exists independently of any backup or redundancy features Microsoft may provide within the Business Central platform. LusoNexus does not maintain, access, or guarantee backups of Customer data. Before performing any uninstall, upgrade, data migration, environment switch, or administrative action that may affect Extension data, Customer must ensure that complete backups are in place and verified as restorable.

4.3 Data Loss Disclaimer

LusoNexus is not liable for any loss, corruption, inaccessibility, or destruction of Customer data arising from any cause, including but not limited to: Customer- or End User-initiated uninstall or data deletion; Microsoft platform updates or deprecations affecting extension data; hardware or infrastructure failures; cyberattacks; improper use of the Extension; integration failures with third-party systems; or force majeure events. Customer assumes all risk of data loss.

4.4 Microsoft Platform Changes

Microsoft may update, modify, or deprecate features of the Business Central platform in ways that affect the functionality or data storage behavior of the Extension. LusoNexus is not liable for data loss or functionality changes caused by Microsoft platform updates. Subscription Customers receive Extension updates designed to maintain compatibility; perpetual license holders without an active subscription may experience degraded functionality or data access issues following Microsoft platform updates.

§ 5Acceptable Use & Regulatory Compliance

5.1 No Professional Advice

The Extension is a software tool. Nothing produced by or through the Extension — including reports, data outputs, analytics, workflows, or recommendations — constitutes legal advice, financial advice, medical advice, accounting advice, tax advice, or any other form of regulated professional advice. Customer is responsible for engaging appropriately licensed professionals for all regulated disciplines.

5.2 Customer Regulatory Compliance

Customer is solely responsible for ensuring that its use of the Extension complies with all laws, regulations, and industry standards applicable to Customer's business, including:

• Healthcare (HIPAA/HITECH): If the Extension will process Protected Health Information (PHI) as defined under HIPAA, Customer must notify Publisher prior to deployment and execute a Business Associate Agreement (BAA). The Extension is not designed, certified, or warranted for clinical decision-making, patient safety systems, or medical device software without a separate written agreement specifically addressing those requirements.
• Financial Services: The Extension is not designed or certified for use in systems requiring regulatory approval from financial regulators (SEC, FINRA, CFTC, OCC, FCA, or equivalent) without Customer's independent compliance assessment. Publisher is not a registered investment advisor, broker-dealer, or financial institution.
• Defense & Government (ITAR/EAR/CMMC/FedRAMP): Customer is responsible for compliance with applicable export control laws including ITAR and EAR, and for any applicable government security frameworks such as CMMC or FedRAMP. Customer must inform Publisher if the Extension will process controlled technical data or defense articles subject to these regulations.
• Privacy & Data Protection: Customer is responsible for all obligations as data controller under applicable privacy law (GDPR, CCPA, PIPEDA, etc.). Publisher processes data only as directed by Customer and only as described in §3. Customer's regulatory obligations are not assumed by Publisher without a separately executed DPA.
• Education (FERPA/COPPA): If the Extension will process student education records or data relating to children under 13, Customer must ensure all required consent, disclosure, and security obligations under FERPA, COPPA, and equivalent laws are met prior to deployment.
• Safety-Critical Systems: The Extension is not designed, tested, or certified for safety-critical applications where failure could cause death, personal injury, or significant property damage, including medical devices, emergency response systems, aviation or aerospace systems, nuclear facilities, or autonomous vehicles. Use in such applications without a separate written agreement specifically addressing safety requirements is prohibited.
• Anti-Corruption & Sanctions: Customer warrants it will not use the Extension in furtherance of money laundering, corruption, bribery, or in violation of the U.S. Foreign Corrupt Practices Act, UK Bribery Act, or applicable sanctions regimes, including those administered by OFAC.

5.3 Indemnification for Misuse

Customer will indemnify, defend, and hold harmless LusoNexus and its officers, employees, and contractors from and against any claim, liability, fine, penalty, regulatory action, or expense (including reasonable attorneys' fees) arising from: (a) Customer's failure to comply with applicable laws or regulations in connection with its use of the Extension; (b) Customer's use of the Extension in a manner not authorized by this Agreement; (c) Customer's use of the Extension in a safety-critical or regulated context without a required written agreement or regulatory approval; or (d) Customer- or End User-initiated data deletion resulting in third-party claims against Publisher.

5.4 No Certification or Approval

Publisher does not represent that the Extension has been certified, reviewed, or approved by any government agency, regulatory body, standards organization, or accreditation body unless explicitly stated in the applicable AppSource listing or a separate written agreement. Customer is responsible for all required regulatory approvals, certifications, and licenses before deploying the Extension in regulated environments.

§ 6Confidentiality

4.1 Confidential Information

"Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, Extension source code, pricing, technical specifications, and account credentials. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of the other party's information; or (d) is received from a third party without restriction.

4.2 Protection Obligations

Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information (no less than reasonable care), and will use it only for purposes of performing under this Agreement. Neither party will disclose Confidential Information to third parties except to its employees and contractors with a need to know who are bound by equivalent non-disclosure obligations.

4.3 Compelled Disclosure

A party may disclose the other's Confidential Information if required by applicable law, regulation, or court order, provided it gives the other party prompt written notice (if legally permissible) and cooperates in seeking a protective order or other appropriate relief.

4.4 Duration

Confidentiality obligations survive termination of this Agreement for five (5) years. Trade secrets are protected for as long as they qualify as trade secrets under applicable law.

§ 7Service Level

Publisher may offer service level commitments and support terms for the Extension, communicated through AppSource documentation or a separate support addendum. Where no separate SLA is in effect, Publisher will use commercially reasonable efforts to address reported Extension defects. Support is limited to the current Released Version available under an active subscription. Support for perpetual license holders without an active subscription agreement is not included and must be separately engaged.

§ 8Verifying Compliance

8.1 Customer Records

Customer must maintain accurate records regarding its use of the Extension, including the number of environments, users, and Affiliates covered. Upon written request with at least fifteen (15) days' notice, Publisher may request a self-attestation of compliance. If Customer does not respond within thirty (30) days, Publisher may engage an independent auditor (under confidentiality obligations) to verify compliance, at Publisher's expense unless the audit reveals material non-compliance, in which case Customer bears reasonable audit costs.

8.2 Unauthorized Use

If a compliance review reveals unauthorized use, Customer must promptly purchase the appropriate licenses to cover the period of unauthorized use, in addition to any other remedies available to Publisher.

§ 9Representations & Warranties

9.1 By Publisher

Publisher continuously represents and warrants that:

• It has full authority to enter into, perform under, and grant the rights in this Agreement;
• Its performance will not violate any agreement or obligation with any third party, including Microsoft's partner and developer agreements;
• The Extension will substantially conform to its published documentation and AppSource listing description;
• To Publisher's knowledge, the Extension does not infringe or misappropriate any third-party intellectual property rights;
• The Extension does not contain known malicious code, viruses, backdoors, or unauthorized tracking mechanisms; and
• Publisher will comply with all applicable laws, including data protection laws, anti-corruption laws, and Microsoft's AppSource publisher requirements.

9.2 By Customer

Customer represents and warrants that it has full authority to enter into this Agreement; that it will use the Extension only for lawful purposes and in accordance with this Agreement and Microsoft's Business Central terms; and that it has obtained all necessary authorizations for the data it processes within or in connection with the Extension.

9.3 Disclaimer

Except as expressly stated in this Agreement, the Extension is provided "as is." To the maximum extent permitted by applicable law, Publisher disclaims all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Publisher does not warrant that the Extension will be error-free, uninterrupted, or free of security vulnerabilities, or that it will function without interruption due to changes in the Microsoft Business Central platform.

§ 10Defense of Third-Party Claims

10.1 By Publisher

Publisher will defend Customer against any third-party claim alleging that the Extension, as delivered and used in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights ("Claim Against Customer"). Publisher will pay damages and reasonable attorneys' fees finally awarded against Customer in connection with such a claim, provided: (a) Customer promptly notifies Publisher in writing of the claim; (b) Customer grants Publisher sole control of the defense and any settlement; and (c) Customer provides reasonable cooperation. Publisher has no obligation with respect to claims arising from: (i) Customer's modification of the Extension; (ii) use in combination with products or data not provided or authorized by Publisher; (iii) Customer Data; or (iv) continued use of a version after Publisher has provided a non-infringing replacement.

10.2 By Customer

Customer will defend Publisher against any third-party claim arising from: (a) Customer's violation of this Agreement; (b) Customer Data or materials provided by Customer; or (c) Customer's use of the Extension in a manner not authorized by this Agreement ("Claim Against Publisher"). Customer will pay damages and reasonable attorneys' fees finally awarded against Publisher in connection with such a claim, subject to the same procedural conditions stated in §10.1.

10.3 IP Remedies

If the Extension becomes, or in Publisher's reasonable judgment is likely to become, subject to an IP infringement claim, Publisher may at its option: (a) obtain the right for Customer to continue using the Extension; (b) modify the Extension to eliminate the infringement while maintaining substantially equivalent functionality; or (c) if neither option is commercially feasible, terminate the license and refund prepaid, unused subscription fees. This section states Publisher's sole liability and Customer's exclusive remedy for IP infringement claims.

10.4 Settlement

No settlement that imposes obligations, admissions, or costs on the indemnified party may be entered into without that party's prior written consent, not to be unreasonably withheld.

§ 11Limitation of Liability

11.1 Liability Cap — Subscriptions

For Extensions ordered on a subscription basis, Publisher's maximum aggregate liability to Customer for any single incident or series of related incidents giving rise to a claim will not exceed the total subscription fees paid by Customer in the twelve (12) months preceding the incident, or USD $5,000, whichever is greater.

11.2 Liability Cap — Perpetual Licenses

For perpetual license purchases, Publisher's maximum aggregate liability to Customer will not exceed the one-time license fee paid by Customer for the relevant Released Version.

11.3 No Indirect Damages

In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of revenue, loss of profits, loss of data, loss of business opportunity, or business interruption, however caused and on any theory of liability, even if advised of the possibility of such damages.

11.4 Exceptions

The limitations in §§11.1–11.3 do not apply to: (a) either party's indemnification obligations under §10; (b) either party's breach of confidentiality obligations under §6; (c) either party's willful infringement of the other's intellectual property; or (d) either party's gross negligence, willful misconduct, or fraud.

11.5 Essential Basis

These limitations reflect a reasonable allocation of risk and are an essential element of the basis of the bargain. Publisher would not have made the Extension available without these limitations.

§ 12Pricing & Payment

12.1 Marketplace Transactions

Pricing, invoicing, and payment for Extensions purchased through Microsoft AppSource are governed by Microsoft's Commercial Marketplace Terms of Use and the payment method Customer has on file with Microsoft. Publisher does not directly bill or collect payment for AppSource transactions; Microsoft processes such payments in accordance with its marketplace policies.

12.2 Taxes

All fees are exclusive of applicable taxes, duties, and levies. Tax collection and remittance for AppSource transactions is handled by Microsoft in accordance with applicable law and its marketplace tax policies.

12.3 Price Changes

Publisher may update Extension pricing for new subscription periods with reasonable notice through AppSource. Price changes do not apply to prepaid subscription terms already in effect.

§ 13Term & Termination

13.1 Term

This Agreement is effective upon Customer's installation or activation of the Extension and continues until terminated as described below. Subscription terms renew automatically for successive periods unless cancelled before the renewal date through AppSource.

13.2 Termination Without Cause

Either party may terminate this Agreement or any active subscription without cause on sixty (60) days' written notice. Termination without cause does not affect perpetual licenses already granted. Publisher will not provide refunds for partial subscription periods upon termination without cause.

13.3 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice of the breach; or (b) becomes Insolvent. Upon termination for cause by Customer due to Publisher's uncured material breach, Publisher will refund prepaid fees for the unused portion of any subscription period. Upon termination for cause by Publisher, all amounts due become immediately payable.

13.4 Suspension

Publisher may suspend Customer's access to the Extension upon ten (10) days' written notice during any period of: (a) material breach; (b) non-payment; or (c) use that poses a security risk to Publisher's systems or other customers. Suspension will be limited to what is reasonably necessary to address the underlying issue.

13.5 Effect of Termination

Upon termination or expiration: (a) all subscription licenses terminate immediately; (b) perpetual licenses survive unless terminated for cause; (c) Customer must cease use of any expired or terminated licenses and uninstall the Extension from all environments to which access has been revoked; and (d) each party will return or destroy the other's Confidential Information upon request. Customer is responsible for backing up all Extension data before uninstalling. LusoNexus cannot recover data deleted during or after uninstallation.

13.6 Survival

The following provisions survive termination or expiration of this Agreement for any reason: §§ 2, 4, 5.3, 9.3, 10, 11, 13.5, 14, and 15.

§ 14Miscellaneous

14.1 Governing Law

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts in Laramie County, Wyoming, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

14.2 Entire Agreement

This Agreement, together with any Order or subscription confirmation through AppSource, constitutes the entire agreement between the parties on this subject and supersedes all prior representations and agreements. In the event of conflict, this Agreement controls over any AppSource product listing description on terms not expressly governed by Microsoft's marketplace policies.

14.3 Order of Precedence

The following order of precedence applies in the event of conflict: (a) any signed addendum or amendment; (b) this Agreement; (c) any applicable SLA; (d) Extension documentation and AppSource listing.

14.4 Amendments

Publisher may update this Agreement for future subscription renewals or new purchases with reasonable advance notice. Amendments do not apply retroactively to subscriptions already in effect during their current term. Customer's continued use after the effective date of an amendment constitutes acceptance.

14.5 Assignment

Customer may not assign this Agreement or any license without Publisher's prior written consent, except to a successor entity in connection with a merger or acquisition, provided Publisher receives prompt written notice. Publisher may assign this Agreement to an Affiliate or successor without consent. Any attempted assignment in violation of this section is void.

14.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties or with Microsoft.

14.7 Severability

If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement will continue in full force.

14.8 Waiver

Failure to enforce any provision is not a waiver of future enforcement. Any waiver must be in writing and signed by the waiving party.

14.9 Notices

Notices must be in writing. Notices to Publisher must be sent to reach@lusonexus.com. Notices to Customer will be sent to the contact information associated with Customer's AppSource account. Email notices are effective upon confirmation of delivery or the next business day, whichever is earlier.

14.10 Force Majeure

Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to resume performance. This section does not excuse payment obligations.

14.11 No Third-Party Beneficiaries

This Agreement does not confer any rights on third parties, including Microsoft, except as expressly provided by its terms.

14.12 Construction

"Including" is not limiting. "Days" means calendar days. All monetary amounts are in United States dollars. This Agreement will be interpreted according to its plain meaning without presumption in favor of either party.

§ 15Definitions

"Affiliate"

Any legal entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities or the power to direct management and policies.

"Agreement"

This Extension License Agreement, together with any applicable Order, subscription confirmation, DPA, SLA, or signed addendum.

"AppSource"

Microsoft AppSource, the online marketplace operated by Microsoft through which Publisher makes the Extension available to customers.

"Business Central"

Microsoft Dynamics 365 Business Central, the ERP platform on which the Extension is designed to operate.

"Confidential Information"

As defined in §4.1.

"Customer" / "you"

The legal entity or individual that installs, activates, or uses the Extension under this Agreement.

"Customer Data"

All data, files, content, and personal information provided to Publisher by or on behalf of Customer in connection with the Extension, including data processed within the Business Central environment.

"End Users"

Employees, contractors, or other individuals authorized by Customer to use or access the Extension within Customer's Business Central environment.

"Extension"

Any Business Central extension, add-on, integration, or related software product published by LusoNexus on Microsoft AppSource, together with its documentation.

"Insolvent"

Making a general assignment for the benefit of creditors; having a receiver, trustee, or liquidator appointed and not dismissed within 60 days; filing or having filed a petition under any bankruptcy or insolvency law not dismissed within 60 days; or ceasing to carry on business in the ordinary course.

"Order"

A subscription confirmation, purchase record, or ordering document through which Customer acquires access to the Extension via AppSource.

"Personal Data"

Any information relating to an identified or identifiable natural person, as defined under applicable data protection law.

"Publisher" / "LusoNexus"

LusoNexus LLC, a Wyoming limited liability company, the developer and publisher of the Extension on Microsoft AppSource.

"Publisher IP"

All intellectual property in the Extension, including all source code, AL code, object code, algorithms, architectures, methodologies, data models, documentation, and all other work product embodied in or associated with the Extension. Publisher retains all right, title, and interest in Publisher IP. No Publisher IP is transferred to Customer by this Agreement or by payment of any fees.

"Released Version"

The specific version of the Extension in effect at the time full payment is received for a perpetual license. For subscription licenses, the current version available under the active subscription period.

"Subscription"

A time-limited license to access and use the Extension for a defined recurring period (e.g., monthly or annual) in exchange for recurring fees.