End User License Agreement

§ 1License to Deliverables

1.1 License Grant

Upon payment in full of all applicable fees, LusoNexus grants Client a perpetual, non-exclusive, non-transferable license to use the specific version of the Deliverables delivered and accepted at the time of final payment (the "Released Version") solely for Client's own internal business purposes. This license is limited to the Released Version; it does not include any right to updates, enhancements, bug fixes, new versions, or subsequent releases, which are subject to separate negotiated agreements. For subscription-based Deliverables, the license continues for the duration of the paid subscription period and expires upon non-renewal or termination.

1.2 Retention of Intellectual Property

LusoNexus retains all right, title, and interest in and to the Deliverables and all intellectual property embodied therein, including all custom code, software, architectures, methodologies, tools, frameworks, libraries, data models, and other work product created in connection with any engagement ("LusoNexus IP"). No intellectual property is transferred to Client under this Agreement. Payment in full entitles Client solely to the perpetual license described in §1.1 for the Released Version. All rights not expressly granted are reserved by LusoNexus.

1.3 Open-Source Components

Deliverables may incorporate open-source software components. Use of those components is subject to their respective license terms, which are incorporated by reference. LusoNexus will disclose material open-source dependencies in the applicable Statement of Work or documentation.

1.4 End Users

Client controls access to and use of Deliverables by its employees, contractors, and authorized users ("End Users"). Client is responsible for ensuring all End Users comply with this Agreement and for any use of Deliverables that does not comply with this Agreement.

1.5 Reservation of Rights

LusoNexus reserves all rights not expressly granted. Deliverables are protected by copyright and other intellectual property laws. No rights are granted by waiver, implication, or estoppel.

1.6 Restrictions

Unless expressly authorized in writing, Client must not:

• Copy, modify, reverse engineer, decompile, or disassemble any Deliverable except to the extent permitted by applicable law;
• Sublicense, resell, rent, lease, or distribute Deliverables to third parties;
• Use Deliverables to build a competing product or service;
• Remove or alter any proprietary notices, labels, or marks;
• Use Deliverables for any unlawful purpose or in violation of any applicable law or regulation;
• Introduce malicious code, interfere with, or circumvent any security or access controls within any Deliverable.

1.7 Feedback

Any feedback, suggestions, or ideas Client voluntarily provides regarding the Deliverables is given without obligation. Client grants LusoNexus a non-exclusive, royalty-free license to use such feedback for any purpose without restriction or compensation to Client.

§ 2Privacy & Data

2.1 Client Data

LusoNexus processes Client Data only as necessary to perform the Deliverables under this Agreement and as directed by Client. LusoNexus will not sell, rent, or share Client Data with third parties except as required to deliver the contracted Deliverables, comply with applicable law, or as expressly authorized by Client.

2.2 Data Protection Laws

Both parties agree to comply with applicable data protection and privacy laws, including but not limited to the GDPR, UK GDPR, CCPA, and PIPEDA, as applicable to their respective roles. To the extent LusoNexus processes personal data on behalf of Client, the parties will enter into a Data Processing Agreement ("DPA") if required by applicable law. Clients subject to GDPR may request a DPA at any time.

2.3 Air-Gapped and On-Premises Deployments

Where Deliverables are deployed on Client's private infrastructure (on-premises or air-gapped environments), LusoNexus does not retain, access, or process Client Data after deployment unless explicitly engaged for ongoing support under a separate support agreement.

2.4 Security

LusoNexus implements commercially reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, or loss during the engagement. Client is responsible for the security of its own infrastructure and end-user credentials.

2.5 Support Data

Data provided by Client to LusoNexus in connection with technical support is used solely to resolve the support request and will not be retained beyond what is necessary for that purpose.

§ 3Confidentiality

3.1 Confidential Information

"Confidential Information" means non-public information designated as confidential, or that a reasonable person would understand to be confidential given the circumstances of disclosure, including but not limited to: business processes, source code, pricing, Client Data, trade secrets, and technical specifications. Confidential Information does not include information that: (a) becomes publicly available without breach; (b) was known to the receiving party before disclosure; (c) is independently developed; or (d) is received lawfully from a third party without restriction.

3.2 Obligations

Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care. Neither party will disclose Confidential Information to third parties except to its employees, contractors, or advisors with a need to know who are bound by obligations no less protective than this Agreement.

3.3 Compelled Disclosure

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

3.4 Duration

Confidentiality obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

§ 4Data Responsibility, Backups & Loss

4.1 Backup Responsibility

Client is solely and exclusively responsible for maintaining adequate, current backups of all data, databases, configurations, and files processed by, stored in, or connected to any Deliverable. This obligation applies at all times — before, during, and after any engagement with LusoNexus. LusoNexus does not maintain, manage, or guarantee the existence of backups of Client Data unless explicitly contracted to do so as a separate, paid managed service.

4.2 Data Loss Disclaimer

LusoNexus is not liable for any loss, corruption, or unavailability of Client Data arising from any cause, including but not limited to: hardware failures; software defects or bugs; Client-initiated actions such as deletion, reformatting, or system changes; improper use of Deliverables; third-party software interactions; cyberattacks; power outages; or force majeure events. Client assumes all risk of data loss.

4.3 Destructive Operations

Certain Deliverable functions — including but not limited to data migrations, database restructuring, batch deletions, automated cleanup processes, and integration syncs — may modify or delete data in ways that are difficult or impossible to reverse. Client must ensure that complete, verified backups exist before executing any such operation. LusoNexus strongly recommends testing all destructive operations in a non-production environment before applying them to live data. LusoNexus is not responsible for data lost or corrupted as a result of Client's failure to maintain adequate backups.

4.4 Third-Party and Hosted Environments

Where Deliverables integrate with or are deployed within third-party platforms (including but not limited to Microsoft Dynamics 365, cloud hosting providers, or SaaS environments), data storage and retention are governed by the policies of those third parties. Client is responsible for understanding and complying with the backup and data retention policies of any third-party platform it uses. LusoNexus makes no representation about data durability or recovery capabilities within third-party platforms.

§ 5Acceptable Use & Regulatory Compliance

5.1 No Professional Advice

Deliverables are software tools and technical services. Nothing LusoNexus delivers — including any reports, dashboards, data outputs, analytics, or consulting observations — constitutes legal advice, financial advice, medical advice, investment advice, accounting advice, or any other form of regulated professional advice. Client is responsible for engaging appropriately licensed professionals in all regulated disciplines and for making its own independent judgments regarding business, legal, financial, and operational decisions.

5.2 Client Regulatory Compliance

Client is solely responsible for ensuring that its use of Deliverables complies with all laws, regulations, and industry standards applicable to Client's business, operations, and industry. This includes but is not limited to:

• Healthcare (HIPAA/HITECH): If Client operates in a healthcare environment where Deliverables will process Protected Health Information (PHI) as defined under HIPAA, Client must notify LusoNexus prior to engagement. A Business Associate Agreement (BAA) is required before any PHI may be processed. No Deliverable is designed, certified, or warranted for use in clinical decision-making, patient safety systems, or medical device software.
• Financial Services: Deliverables are not designed or certified for use in systems that require regulatory approval from financial regulators (including but not limited to the SEC, FINRA, CFTC, OCC, FFIEC, or equivalent foreign regulators) without Client's independent compliance assessment and, where required, regulatory approval. LusoNexus is not a registered investment advisor, broker-dealer, or financial institution.
• Defense & Government (ITAR/EAR/CMMC): Client is solely responsible for compliance with applicable export control laws, including the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), and, where applicable, the Cybersecurity Maturity Model Certification (CMMC) framework. Client must inform LusoNexus prior to engagement if any Deliverable will involve controlled technical data or defense articles subject to ITAR or EAR.
• Privacy Regulations: Client is responsible for all obligations imposed on it as a data controller under applicable privacy laws, including GDPR, CCPA, HIPAA, PIPEDA, and equivalent legislation. LusoNexus processes data only as directed by Client; Client's regulatory obligations are not delegated to or assumed by LusoNexus under this Agreement without a separate executed DPA or BAA.
• Education (FERPA/COPPA): If Deliverables will process student education records or data relating to children under 13, Client must inform LusoNexus and ensure all required consent, disclosure, and security obligations are met. LusoNexus is not responsible for Client's compliance with FERPA, COPPA, or equivalent legislation.
• Safety-Critical Systems: Deliverables are not designed, tested, or certified for use in safety-critical applications where failure could result in death, personal injury, or significant property damage, including but not limited to: medical devices, emergency response systems, aviation or aerospace systems, nuclear facility operations, industrial control systems for critical infrastructure, or autonomous vehicle systems. Use in such applications is expressly prohibited without a separate written agreement specifically addressing safety requirements.
• Anti-Money Laundering / Anti-Corruption: Client warrants that it will not use Deliverables in furtherance of money laundering, corruption, bribery, or any activity that violates the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or equivalent laws in any applicable jurisdiction.

5.3 Indemnification for Misuse

Client 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) Client's failure to comply with applicable laws or regulations in connection with its use of the Deliverables; (b) Client's use of Deliverables in a manner not authorized by this Agreement; (c) Client's use of Deliverables in a safety-critical context without a separate written agreement; or (d) Client's failure to maintain adequate backups resulting in data loss that gives rise to third-party claims against LusoNexus.

5.4 No Certification or Approval

LusoNexus does not represent that any Deliverable has been reviewed, certified, or approved by any government agency, regulatory body, standards organization, or industry association unless explicitly stated in the applicable Statement of Work. Client is responsible for obtaining all required regulatory approvals, certifications, and licenses before deploying Deliverables in regulated environments.

§ 6Consulting Services

6.1 Advisory Nature

Where consulting or advisory services are included in a Statement of Work, LusoNexus provides such services based on information supplied by Client and general professional judgment. All consulting output is advisory only. Client retains full responsibility for all business decisions made on the basis of LusoNexus recommendations.

6.2 No Guarantee of Outcomes

LusoNexus does not warrant that any consulting recommendation, strategic roadmap, gap analysis, or operational advice will achieve any particular business outcome. Client's implementation of any recommendation is at Client's own discretion and risk.

6.3 Reliance on Client Information

The accuracy and completeness of consulting output depends on the accuracy of information provided by Client. LusoNexus is not liable for deficiencies in recommendations arising from inaccurate, incomplete, or misleading information supplied by Client.

§ 7Compliance & Audits

7.1 Client Compliance Records

Client must maintain reasonable records regarding its use of the Deliverables. Upon written request with at least fifteen (15) days' notice, LusoNexus may verify Client's compliance with this Agreement through a self-attestation process or, if Client does not respond, by engaging an independent auditor at LusoNexus's expense. Any audit will be conducted during normal business hours and with minimal disruption to Client's operations.

7.2 Regulatory Compliance

LusoNexus will maintain compliance with all laws and regulations applicable to its provision of Deliverables, including applicable data protection laws, export control regulations, and anti-corruption laws. Client is responsible for compliance with all laws applicable to its own use of the Deliverables.

§ 8Representations & Warranties

8.1 By LusoNexus

LusoNexus represents and warrants that:

• It has full authority to enter into and perform under this Agreement;
• Its performance will not violate any agreement or obligation with any third party;
• Deliverables will substantially conform to the specifications set forth in the applicable Statement of Work;
• To LusoNexus's knowledge, Deliverables will not infringe any third-party intellectual property rights;
• Deliverables will not contain known malicious code, viruses, or intentional backdoors; and
• LusoNexus will comply with applicable law, including data protection and anti-corruption laws.

8.2 By Client

Client represents and warrants that it has the authority to enter into this Agreement; that it will use Deliverables only for lawful purposes and in compliance with this Agreement; and that any data or materials provided to LusoNexus do not infringe any third-party rights.

8.3 Disclaimer

Except as expressly stated in this Agreement, Deliverables are provided "as is." To the maximum extent permitted by applicable law, LusoNexus disclaims all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. LusoNexus does not warrant that Deliverables will be error-free or uninterrupted, or that all defects will be corrected.

§ 9Intellectual Property & Third-Party Claims

9.1 By LusoNexus

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

9.2 By Client

Client will defend LusoNexus against any third-party claim arising from: (a) Client's violation of this Agreement; (b) Client Data or materials provided by Client; or (c) Client's use of Deliverables in a manner not authorized by this Agreement. Client will pay damages finally awarded against LusoNexus in connection with such claim, subject to the same procedural conditions stated in §9.1.

9.3 Remedies

If a Deliverable becomes, or in LusoNexus's reasonable opinion is likely to become, the subject of an IP infringement claim, LusoNexus may at its option: (a) obtain the right for Client to continue using the Deliverable; (b) modify the Deliverable to make it non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate the license for the affected Deliverable and refund any prepaid, unused fees.

§ 10Limitation of Liability

10.1 Cap on Liability

Each party's maximum aggregate liability to the other arising out of or related to this Agreement, regardless of the cause of action or theory of liability, is limited to the total fees paid or payable by Client to LusoNexus in the twelve (12) months preceding the event giving rise to the claim, or USD $10,000, whichever is greater.

10.2 Exclusion of 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, or interruption of business, however caused and on any theory of liability, even if advised of the possibility of such damages.

10.3 Exceptions

The limitations in §§10.1–10.2 do not apply to: (a) either party's indemnification obligations under §9; (b) either party's breach of confidentiality obligations under §3; (c) either party's violation of the other's intellectual property rights; or (d) either party's gross negligence, willful misconduct, or fraud.

10.4 Essential Basis

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. LusoNexus would not have entered into this Agreement without these limitations.

§ 11Pricing & Payment

11.1 Fees

All fees are set forth in the applicable Statement of Work or invoice. Unless otherwise stated, fees are quoted in United States dollars and are exclusive of applicable taxes, duties, and levies, which are Client's responsibility.

11.2 Payment Terms

Invoices are due within thirty (30) days of the invoice date unless otherwise specified. LusoNexus may require a deposit of up to fifty percent (50%) of the project fee before commencing work. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

11.3 Dispute of Charges

Client must notify LusoNexus in writing of any disputed charges within fifteen (15) days of the invoice date. Undisputed amounts remain due by the original payment date.

11.4 Suspension for Non-Payment

LusoNexus may suspend delivery of Deliverables or support after providing ten (10) days' written notice of a payment default that remains uncured.

§ 12Term & Termination

12.1 Term

This Agreement is effective as of the date Client first accepts its terms (whether by executing a Statement of Work, paying an invoice, or using a Deliverable) and continues until terminated as described below. Each Statement of Work sets its own project term.

12.2 Termination for Convenience

Either party may terminate this Agreement or any Statement of Work for convenience with thirty (30) days' written notice. Client will pay for all work satisfactorily completed and non-cancellable costs incurred through the termination date.

12.3 Termination for Cause

Either party may terminate this Agreement or any Statement of Work immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice; or (b) becomes Insolvent. Upon termination for cause by Client, LusoNexus will refund any prepaid fees for undelivered work. Upon termination for cause by LusoNexus, all outstanding fees become immediately due.

12.4 Effect of Termination

Upon termination: (a) all licenses granted terminate, except for fully-paid perpetual licenses under §1.1; (b) each party will promptly return or destroy the other's Confidential Information; and (c) provisions that by their nature should survive will survive, including §§ 1.2, 2, 3, 4, 5.3, 8.3, 9, 10, 13, and 14.

§ 13Miscellaneous

13.1 Governing Law

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Laramie County, Wyoming.

13.2 Entire Agreement

This Agreement, together with any applicable Statement of Work and any exhibits or addenda incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements. In the event of conflict, the Statement of Work controls over this Agreement on project-specific terms; this Agreement controls on all other matters.

13.3 Amendments

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. LusoNexus reserves the right to update these terms for future engagements; changes do not apply retroactively to executed Statements of Work.

13.4 Assignment

Neither party may assign this Agreement or any of its rights or obligations without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets, in which case written notice must be provided promptly. Any purported assignment in violation of this section is void.

13.5 Independent Contractors

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

13.6 Severability

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

13.7 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.

13.8 Notices

Notices must be in writing and sent to the contact information in the applicable Statement of Work or, for LusoNexus, to reach@lusonexus.com. Notices are effective on the date of confirmed delivery.

13.9 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government actions, telecommunications failures, or cyberattacks, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

13.10 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party.

13.11 Construction

This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. "Including" is not limiting unless expressly stated. "Days" means calendar days. All monetary amounts are in United States dollars unless stated otherwise.

§ 14Definitions

"Agreement"

This End User License Agreement, together with any applicable Statement of Work and addenda.

"Business Central Extension"

Custom AL-language code, add-on modules, integrations, or modifications developed for Microsoft Dynamics 365 Business Central.

"Client" / "you"

The individual or legal entity that executes a Statement of Work, pays an invoice, or uses any Deliverable provided by LusoNexus.

"Client Data"

All data, files, content, and materials provided by Client to LusoNexus in connection with this Agreement, including personal data processed on Client's behalf.

"Confidential Information"

As defined in §3.1.

"Deliverables"

Any software, application, Business Central extension, data pipeline, automation tool, web application, API, documentation, or advisory output provided by LusoNexus to Client under a Statement of Work.

"End Users"

Employees, contractors, or other individuals authorized by Client to use or access the Deliverables.

"Insolvent"

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

"LusoNexus" / "we" / "us"

LusoNexus LLC, a Wyoming limited liability company, with its principal place of business in Cheyenne, Wyoming.

"LusoNexus IP"

All intellectual property in the Deliverables and all work product created in connection with any engagement, including custom code, software, architectures, methodologies, tools, frameworks, libraries, data models, and pre-existing components. LusoNexus retains all right, title, and interest in LusoNexus IP. No LusoNexus IP is transferred to Client; Client receives only the perpetual license described in §1.1.

"Released Version"

The specific version of a Deliverable delivered to and accepted by Client at the time final payment is received. Updates, patches, new features, and subsequent releases are not included in the Released Version license and require a separate agreement.

"Personal Data"

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

"Statement of Work" (SOW)

A written document executed by both parties describing the scope, deliverables, timeline, and fees for a specific project or engagement.