Enterprise Self-Hosted License Agreement

This Enterprise Self-Hosted License Agreement (this "Agreement") is entered into by and between 403 Finance, Inc., a Delaware corporation with offices at 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA ("403 Finance," "we," "us," or "our"), and the organization identified as the licensee on the Order Form that references this Agreement (the "Customer," "you," or "your"). This Agreement governs your installation and use of the self-hosted, on-premises deployment of Transmute, our software for converting and normalizing financial messages between SWIFT MT and ISO 20022 formats, when that deployment is licensed for installation in your own environment rather than accessed as our hosted service.

This Agreement is a negotiated, executed contract. It takes effect on the Effective Date stated on the first Order Form that both parties execute, or, if earlier, on the date you first install or use the Software. It allocates legal risk between the parties, limits our liability, and states the exact behavior of the offline license mechanism that governs your right to run the Software.

1. Structure of the Agreement; the Order

(a) What forms the contract. This Agreement, together with each order form that both parties execute and that references this Agreement (each, an "Order" or "Order Form"), forms the entire contract between the parties for the self-hosted Software. The Order Form template is published separately and is incorporated by reference when executed. Each Order identifies at least the Software and edition licensed, the Licensed Environment, the Term, the capacity-based license fees, the support exhibit that applies, and any deployment-specific permissions or restrictions.

(b) Order controls on conflict. If a term of an executed Order conflicts with a term of this Agreement, the Order controls, but only as to the transaction described in that Order and only to the extent of the conflict. In all other respects this Agreement governs. An Order does not amend this Agreement for any other Order unless it expressly says so.

(c) No hosted terms apply. This Agreement is the separate license vehicle referenced by our hosted Terms of Service. The Terms of Service, the Support and Availability Policy, and the Data Processing Addendum applicable to our hosted service do not apply to the self-hosted Software, except where this Agreement expressly incorporates a defined term.

(d) Order of precedence. In the event of a conflict, the following order of precedence applies: (i) an executed Order Form; (ii) this Agreement; and (iii) the Documentation. A support exhibit attached to an Order has the precedence of that Order for support matters.

2. Definitions

Capitalized terms have the meanings given below or where first defined.

(a) "Software" means the Transmute self-hosted server software licensed under an Order, in object-code form, delivered as container images and the associated Helm chart and deployment artifacts for installation on Docker or Kubernetes, together with any updates, upgrades, patches, and error corrections that we make available to you under Section 8 during the Term. "Software" does not include third-party open-source components, which are licensed separately as described in Section 6(f).

(b) "License Key" means the offline, cryptographically signed license file we issue to you that encodes your entitlement — including the licensee identifier, plan or edition, enabled features, expiry date, and any grace period — and that the Software verifies locally to determine whether and how it will start, as described in Section 4.

(c) "Order" or "Order Form" has the meaning given in Section 1(a).

(d) "Licensed Environment" means the specific instances, nodes, clusters, sites, or other deployment units in which you are permitted to install and run the Software, as described and quantified in the applicable Order. Use outside the Licensed Environment is not licensed.

(e) "Term" means the license term stated in the applicable Order, as it may be renewed under Section 7.

(f) "Documentation" means the technical and usage documentation for the self-hosted Software that we make generally available, including installation guides, the API reference, the deployment (Helm) documentation, and the license-management guide, each as updated from time to time.

(g) "Message Content" means the financial messages, files, data, and other content that you or your users submit to the Software for conversion, normalization, or validation, in any format. The Software processes Message Content entirely within your Licensed Environment; we never receive it.

(h) "Output" means the converted, normalized, or validated messages, files, warnings, validation results, and other data that the Software returns in response to Message Content.

(i) "Confidential Information" has the meaning given in Section 15.

3. License Grant

(a) Grant. Subject to your compliance with this Agreement and the applicable Order, and to your payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and term-limited license, during the Term, to (i) install and run the Software in object-code form within the Licensed Environment, and (ii) use the Documentation, in each case solely for your internal business purposes.

(b) Processing for your own clients. Your internal business purposes include processing Message Content on behalf of your own customers or clients where, and to the extent, the applicable Order expressly permits such processing (for example, where you operate the Software to serve entities within your corporate group or your own contracted clients). Absent that express permission in the Order, the license is for your own account only, and you may not use the Software to provide conversion or normalization services to any third party.

(c) Reservation of rights. The Software is licensed, not sold. Except for the limited rights expressly granted in this Agreement and the applicable Order, we and our licensors reserve all right, title, and interest in and to the Software, the Documentation, and all intellectual property rights in them. No rights are granted to you by implication, estoppel, or otherwise.

4. License Keys; Offline Verification and Expiry Behavior

This Section states, exactly and as a binding commitment, how the License Key mechanism operates. It is a headline feature of the self-hosted Software that the mechanism is fully offline.

(a) Offline, signed license files. Each License Key is an offline license file, cryptographically signed by us using an Ed25519 signature. The file encodes only entitlement metadata: the licensee identifier, the plan or edition, the enabled features, the expiry date, and any grace period. A License Key never contains, and the Software never places into it, any Message Content, personal data, credentials, or secrets. We generate and deliver a License Key only after we have received the fees for the corresponding period in cleared funds, and the License Key's term (its expiry date) corresponds to that paid period.

(b) Verification is fully local; nothing is transmitted. The Software verifies the License Key entirely in-process, as a pure local computation over the License Key file, the public verification key embedded in the Software, and the local system clock. Verification performs no network calls, no telemetry, no license check-in, and no phone-home of any kind. We commit that the Software transmits nothing to 403 Finance in connection with license verification or its ordinary operation, and that it does not require any connection to us or to any third party to verify a License Key or to run. Air-gapped operation is fully supported, and installing and operating the Software in an environment with no outbound network access will not impair license verification or startup.

(c) Expiry semantics. The Software determines its startup behavior solely from the verified License Key and the local clock, according to the following states, and these are the complete and exact semantics:

(i) Before expiry. While the current date is before the License Key's expiry date, the Software starts and operates normally.

(ii) Final thirty days. During the last thirty (30) days before the expiry date, the Software continues to start and operate normally, and additionally logs a warning-level message indicating that the license is approaching expiry.

(iii) Grace period; no grace by default. Unless the applicable Order expressly specifies a grace period, licenses have no grace period: the grace period is zero days, there is no grace window, and clause (iv) applies immediately upon expiry, so that the Software ceases to start at expiry. Where the applicable Order expressly specifies a grace period (typically seven (7) to fourteen (14) days), and the License Key accordingly encodes that grace period, then after the expiry date and during that grace period the Software continues to start and operate, and logs an error-level message indicating that the license has expired and is running on grace.

(iv) After expiry plus grace. Once the current date is beyond the expiry date plus any specified grace period, the Software refuses to start. Software instances that are already running are not remotely terminated or degraded by us; the refusal takes effect when an instance next attempts to start.

(d) Term-limited; enforced locally; no remote kill because none is needed. The license is term-limited, not perpetual. Your right to run the Software is governed entirely by the License Key you hold and the expiry semantics in Section 4(c), which are enforced locally by the Software's verification of the signed License Key's expiry date against the local clock. Because expiry is enforced locally by the signed License Key itself, there is no remote kill switch, no remote disablement, no remote feature toggle, and no remote or time-triggered degradation mechanism in the Software, and none is needed: we cannot, and will not purport to, disable, throttle, or revoke a running installation from our side. To continue operating past expiry plus any grace period, you obtain and install a renewed License Key under Section 7.

(e) No circumvention. You must not circumvent, disable, tamper with, or attempt to defeat the License Key verification or the expiry behavior described in this Section, and you must not modify the Software, its embedded verification key, or your system environment for the purpose of running the Software outside the entitlement encoded in a valid License Key.

5. Delivery and Acceptance

(a) Electronic delivery. We deliver the Software electronically, by making the container images available through a container registry or download and by providing the associated Helm chart and deployment artifacts, together with cryptographic checksums that allow you to verify integrity. We deliver the License Key electronically to your designated contact. No physical media are delivered.

(b) Deemed acceptance. The Software is deemed accepted on delivery, unless the applicable Order specifies an acceptance period, in which case the Software is deemed accepted on the earlier of (i) your written acceptance, (ii) your use of the Software in production, or (iii) the expiration of the acceptance period without your delivery of a written, reasonably detailed notice of material non-conformity to the Documentation. If you deliver such a notice within the acceptance period, we will use commercially reasonable efforts to correct the non-conformity, and the acceptance process will repeat as to the correction.

(c) Your environment. You are responsible for provisioning, configuring, securing, and operating the Licensed Environment — including the Docker or Kubernetes platform, the database, networking, and storage — in accordance with the Documentation. We are not responsible for your infrastructure or for any failure of the Software caused by an environment that does not meet the documented requirements.

6. Restrictions

Except as expressly permitted in this Agreement or the applicable Order, you must not, and must not permit any third party to:

(a) Redistribute. Distribute, publish, lease, lend, sell, resell, or otherwise make the Software or any License Key available to any third party.

(b) Host for third parties. Use the Software to provide a service bureau, time-sharing, application-service-provider, managed-service, white-label, or other hosted offering to third parties, or otherwise operate the Software for the benefit of any person other than yourself, unless the applicable Order expressly permits that use and describes its scope.

(c) Sublicense. Sublicense, assign, or otherwise transfer any right granted under this Agreement, except as expressly permitted in Section 18(c).

(d) Remove notices. Remove, alter, or obscure any copyright, trademark, license, attribution, or other proprietary notice in or on the Software, the Documentation, or the Output.

(e) Reverse engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Software, except to the extent that this restriction is expressly prohibited by applicable law, including any right you have under Article 6 of Directive 2009/24/EC (or an equivalent national law implementing it) to obtain information necessary to achieve the interoperability of the Software with other programs. Before exercising any such right, you must first request the necessary interoperability information from us in writing, and we may provide it on reasonable terms in lieu of your reverse engineering.

(f) Open-source components. The Software includes third-party open-source components, each of which remains subject to its own license as identified in the NOTICE file that accompanies the Software. Nothing in this Agreement is intended to, and nothing in this Agreement does, restrict, diminish, or override any right granted to you under the license of any such open-source component. To the extent a term of this Agreement conflicts with an open-source license as applied to the component it governs, that open-source license controls as to that component.

7. Term; Renewal; Effect of Expiry or Termination

(a) Initial term. The initial Term is stated in the applicable Order and begins on its Effective Date.

(b) Renewal. The Term renews only by a new Order or by our issuance of a renewed License Key that extends the expiry date, on terms the parties agree. There is no automatic renewal of a self-hosted license unless an Order expressly provides for one. A renewed License Key supersedes the prior License Key as to expiry and entitlement.

(c) Termination for cause. Either party may terminate this Agreement or an affected Order for cause if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice of it. We may additionally terminate for your breach of Section 6 (Restrictions), Section 4(e) (no circumvention), or Section 16 (Export Controls) that is not cured, or that by its nature cannot be cured, within that period.

(d) Effect of expiry or termination. On expiry of the Term without renewal, or on termination of this Agreement or an Order, all licenses granted under the affected Order end, and you must, within thirty (30) days: (i) cease all installation and use of the Software licensed under that Order; (ii) uninstall and destroy, or permanently delete, all copies of the Software and the License Key in your possession or control, including copies in images, registries, and backups to the extent reasonably practicable; and (iii) at our request, have an officer of the Customer certify in writing that you have complied with clauses (i) and (ii).

(e) Air-gap-compatible certification. The certification in Section 7(d)(iii) is satisfied by a written certification signed by an officer of the Customer. Because the Software performs no remote reporting, we neither perform nor require any remote verification of destruction, and no such verification is a condition of your compliance. This is compatible with air-gapped operation.

(f) Survival. Sections 1(c), 2, 3(c), 4(e), 6, 7(d), 7(f), 9, 10 (as to accrued fees and audit of records), 11(b)–(c), 12, 13, 14, 15, 16, and 18 survive expiry or termination.

8. Support and Updates

(a) Support. We provide support for the self-hosted Software at the Enterprise support tier described in the support exhibit attached to or referenced by the applicable Order. The Support and Availability Policy that governs our hosted service does not apply to the self-hosted Software; the applicable support exhibit is the sole statement of our support commitments.

(b) Scope of support. Support covers the Software itself — defects in the Software, security patches, upgrade guidance, and installation issues attributable to our artifacts. Support does not include the Customer's environment (including the Kubernetes or Docker platform, networking, databases, and hardware), operational training, or message-format consulting. We provide the Documentation and, beyond the scope stated in this Section and the applicable support exhibit, answer other questions on a commercially reasonable, best-effort basis only.

(c) Updates. During the Term, we make available to you the updates, upgrades, patches, and error corrections to the Software that we release and make generally available to self-hosted licensees, in the manner described in the Documentation. This includes the annual SWIFT Standards Release updates to the Software as and when we make them generally available. You are responsible for installing updates in your Licensed Environment; we are not responsible for issues arising from your failure to apply a released update or from your continued use of a superseded version.

(d) No obligation to develop. Nothing in this Agreement obligates us to develop, provide, or support any specific feature, enhancement, message type, or capability, or to maintain compatibility with any specific version of any third-party platform, except as expressly stated in an Order or support exhibit.

9. No Data Processing; No DPA

(a) We receive no data. The self-hosted Software runs entirely within your Licensed Environment. In connection with the self-hosted Software, we never receive, access, store, or process your Message Content, any personal data contained in it, or any telemetry, usage data, or operational data from your deployment. There is no data flow from your Licensed Environment to us.

(b) You are solely responsible for compliance. Because we neither receive nor process any data from the self-hosted Software, you are solely responsible for all data-protection, data-residency, security, recordkeeping, and regulatory compliance obligations that apply to your operation of the Software and to the Message Content and Output you process with it, including any obligations under applicable data-protection law, financial-services regulation, and sanctions and anti-money-laundering law.

(c) No DPA; SaaS DPA inapplicable. No data processing agreement is required for the self-hosted Software, and none is entered into by this Agreement. The Data Processing Addendum applicable to our hosted service is expressly inapplicable to the self-hosted Software, and we act as neither a processor nor a controller of any personal data processed by your self-hosted deployment.

(d) Usage records stay with you. The Software generates usage records consisting of metadata only — such as message type, size, processing duration, response status, and warning counts — and stores them solely in your own database within your Licensed Environment, for your own visibility. These records never leave your environment and are never transmitted to us, and they are not used to determine your fees, which are capacity-based as described in Section 10.

10. Fees; Capacity-Based Pricing; Audit of Records

(a) License fees. You will pay the license fees stated in the applicable Order, in the amounts, currency, and on the schedule stated there. Except as required by law or expressly stated in an Order, fees are non-refundable. All fees are exclusive of taxes, and you are responsible for all taxes and duties on the transaction other than taxes based on our net income.

(b) Capacity-based pricing; no usage-based fees. Fees for the self-hosted Software are capacity-based, determined by the Licensed Environment stated in the applicable Order (such as the number of production and non-production instances or nodes). There are no usage-based, conversion-metered, or volume-metered fee components for self-hosted deployments: your fees do not vary with the number of conversions you run, and the Software neither meters nor reports usage to us for billing purposes.

(c) Audit of records. No more than once in any twelve (12) month period, and on at least thirty (30) days' prior written notice, we may audit your books and records, and your own records of the Software's deployment, solely to verify your compliance with the Licensed Environment stated in the Orders (such as the number of instances and nodes on which the Software is installed) and the license scope. This audit right is a right to inspect records only; it is not, and does not include, any right of access to your systems, your Licensed Environment, your Message Content, or your Output. The audit will be conducted during normal business hours, in a manner that minimizes disruption, and subject to your reasonable security and confidentiality requirements. If an audit reveals that you have deployed the Software beyond the Licensed Environment for which you have paid, you will pay the additional fees properly due for that excess deployment; if the underpayment exceeds five percent (5%) of the amount properly due for the audited period, you will also reimburse our reasonable audit costs.

11. Warranties; Disclaimers

(a) Limited warranty. We warrant that, for ninety (90) days after delivery, the Software as delivered will operate materially in accordance with the Documentation when installed and used in a Licensed Environment that meets the documented requirements. Your exclusive remedy, and our entire obligation, for breach of this warranty is for us, at our option, to repair or replace the non-conforming Software or, if we cannot do so within a reasonable time, to refund the license fees paid for the non-conforming Software under the applicable Order. This warranty does not apply to any non-conformity caused by your modification of the Software, your combination of the Software with anything not provided by us, your use of the Software otherwise than in accordance with the Documentation, or an environment that does not meet the documented requirements.

(b) Product disclaimers. You acknowledge and agree to the following, which are fundamental to how the Software works and to the allocation of responsibility between the parties, and which apply notwithstanding anything else in this Agreement:

(i) Not a payment processor. The Software converts and normalizes message formats. It is not a payment processor, money transmitter, or financial institution. It does not hold, settle, transmit, clear, or otherwise move funds, and nothing in it effects a payment.

(ii) Not connected to the SWIFT network. The Software is not connected to, and does not send or receive messages over, the SWIFT network or any payment network or scheme. It converts message formats only. Output is returned to you within your environment, and you are solely responsible for any onward transmission, submission, or use of Output.

(iii) "As-converted" basis; no guarantee of losslessness. Conversion is provided on an "as-converted" basis. We do not guarantee that a conversion is lossless or that all information in the input is fully represented in the Output. The Software emits warnings to flag conversion behavior that may require attention, and you must review the Output, including all warnings, before any operational, downstream, or production use.

(iv) Validation is informational. Where the Software validates a message, a successful validation result is informational only. It does not guarantee that any bank, financial institution, network, scheme, or counterparty will accept the message, and behavior may change as annual SWIFT Standards Releases and related specifications are updated.

(v) SWIFT trademark; no affiliation. "SWIFT" is a trademark of S.W.I.F.T. SCRL. We use it only nominatively, to describe the message formats the Software converts. 403 Finance is not affiliated with, endorsed by, sponsored by, or certified by S.W.I.F.T. SCRL, and nothing in the Software implies any such relationship.

(c) General disclaimer. Except for the limited warranty in Section 11(a), the Software, the License Key, the Output, the Documentation, and all related materials are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Software will be uninterrupted or error-free, that conversions will be lossless, or that Output will be accepted by any bank, network, scheme, or counterparty. The Software and its Output do not constitute legal, regulatory, compliance, financial, tax, accounting, or investment advice.

12. 403 Finance Intellectual Property Indemnity

(a) Our indemnity. We will defend you against any third-party claim alleging that the unmodified Software, as provided by us and used by you in accordance with this Agreement and the applicable Order, infringes that third party's patent, copyright, or trademark, or misappropriates its trade secret, and we will pay the damages and reasonable attorneys' fees finally awarded against you, or agreed by us in settlement, for such a claim.

(b) Exclusions. We have no obligation under this Section for any claim to the extent it arises from: (i) any modification of the Software not made or authorized by us; (ii) the combination, operation, or use of the Software with products, services, data, or processes not provided by us, where the claim would not have arisen but for the combination; (iii) your Message Content, Output, or other data; or (iv) your continued use of an allegedly infringing version of the Software after we have made available a non-infringing modification or replacement.

(c) Remedies. If the Software is, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option and expense: (i) modify the Software so that it is non-infringing while retaining materially equivalent functionality; (ii) procure the right for you to continue using the Software; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected Order and refund the portion of any prepaid license fees under that Order allocable to the unused remainder of the Term.

(d) Conditions; sole remedy; cap. Our obligations under this Section are conditioned on your promptly notifying us of the claim, giving us sole control of its defense and settlement, and providing reasonable cooperation at our expense. This Section states our entire liability, and your sole and exclusive remedy, for any claim that the Software infringes or misappropriates any third-party intellectual property right. Our obligations under this Section are subject to, and included within, the limitation of liability in Section 14.

13. Customer Indemnity

You will defend, indemnify, and hold harmless 403 Finance and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your Message Content, including any claim that it, or your processing of it with the Software, infringes or misappropriates any right or violates any law; (b) your use of, or reliance on, Output, including any onward transmission, submission, or downstream use of Output; and (c) your failure to perform any sanctions screening, transaction monitoring, anti-money-laundering compliance, data-protection obligation, or other regulatory obligation applicable to you as the regulated party in connection with your use of the Software. We will promptly notify you of the claim, give you reasonable control of the defense and settlement (provided that any settlement that imposes a non-monetary obligation on us or admits our fault requires our prior written consent), and provide reasonable cooperation at your expense.

14. Limitation of Liability

(a) Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, or for any loss or corruption of data, in each case arising out of or relating to this Agreement or the Software, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

(b) Cap on liability. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to this Agreement and the Software, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid or payable by you under the applicable Order during the twelve (12) months immediately preceding the event giving rise to the liability.

(c) Carve-outs. The cap in Section 14(b) and the exclusion of indirect damages in Section 14(a) do not apply to your payment obligations or your indemnification obligations under Section 13, which are uncapped. Your breach of the license scope or restrictions (Sections 3 and 6), your circumvention of the License Key verification (Section 4), or your breach of Section 16 (export controls and sanctions) is subject to liability capped at three (3) times the cap stated in Section 14(b). Our aggregate liability remains subject to the cap stated in Section 14(b).

(d) Application. The limitations and exclusions in this Section apply to the maximum extent permitted by law, are mutual, and reflect the agreed allocation of risk between the parties. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

15. Confidentiality

(a) Confidential Information. "Confidential Information" means non-public information disclosed by one party (the "disclosing party") to the other (the "receiving party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes the Software, the License Keys, the non-public features and performance of the Software, and all non-public pricing and Order terms. Your Confidential Information includes your Message Content, your Output, and your non-public business and technical information; as between the parties, all of your data processed with the Software is yours.

(b) Obligations. The receiving party must: (i) use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under this Agreement; (ii) protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care; and (iii) not disclose it to any third party except to its personnel, affiliates, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

(c) Exclusions; compelled disclosure. Confidential Information does not include information that the receiving party can show is or becomes public through no fault of its own, was known to it without a duty of confidentiality before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable cooperation and discloses only the portion legally required.

16. Export Controls and Sanctions

(a) Encryption; your compliance. The Software contains and uses encryption. You are responsible for compliance with all applicable laws and regulations governing the import, installation, use, and, where you initiate it, the onward transfer of the Software in each jurisdiction in which you install or use it, including any import authorization, encryption-use registration, or filing that your jurisdiction requires.

(b) Restricted destinations and parties. You must not export, re-export, provide, or otherwise make available the Software or any License Key, directly or indirectly, to any country or territory that is the target of comprehensive U.S., EU, or UK sanctions or embargo, or to any person that is listed on, or that is fifty percent (50%) or more owned or controlled by a person listed on, any U.S., EU, or UK restricted-party or denied-party list, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Blocked Persons. You represent and warrant that you are not such a restricted party and are not located in such a territory.

17. Source-Code Escrow

For Enterprise Orders, source-code escrow of the Software is available at the Customer's request and expense, through a mutually agreed third-party escrow agent under that agent's standard three-party escrow agreement. The deposit comprises the source code and build instructions for the licensed version. Release conditions are limited to (i) our cessation of business without a successor that assumes our support obligations and (ii) our uncured material failure to provide the contracted support, in each case for the sole purpose of the Customer maintaining the Software for its own licensed internal use for the remainder of the Term. The specific escrow agent, cost allocation, and release mechanics are set out in the applicable Order or an escrow exhibit to it.

18. General

(a) Governing law. This Agreement, and any dispute arising out of or relating to it or the Software, are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules, and, to the extent applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Venue; no arbitration. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Software, and each party consents to the personal jurisdiction of, and venue in, those courts. This Agreement does not require arbitration of disputes.

(c) Jury trial. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE.

(d) Assignment. You may not assign or transfer this Agreement, in whole or in part, without our prior written consent, except that either party may assign this Agreement, on notice and without the other's consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

(e) Notices. Notices under this Agreement must be in writing and are effective on receipt. Notices to us must be sent to legal@403fin.io, with a copy by mail to 403 Finance, Inc., 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA. Notices to you must be sent to the contact and address stated on the Order. Either party may change its notice contact by notice given under this Section.

(f) Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, failures of the internet or of third-party infrastructure, and failures of utilities or telecommunications.

(g) Independent contractors; severability; waiver. The parties are independent contractors, and this Agreement creates no partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect. No failure or delay in exercising any right operates as a waiver of it, and a waiver is effective only if in writing and signed by the waiving party.

(h) Entire agreement. This Agreement, together with each executed Order and the Documentation incorporated by reference, constitutes the entire agreement between the parties regarding the self-hosted Software and supersedes all prior or contemporaneous agreements, proposals, and communications on that subject, whether oral or written. No purchase order, vendor-portal terms, or other pre-printed or click-through terms proposed by you will have any effect, and any such terms are expressly rejected. This Agreement may be amended only by a writing signed by both parties.

(i) Counterparts; electronic signature. This Agreement and each Order may be executed in counterparts, each of which is an original and all of which together constitute one instrument, and may be executed and delivered by electronic signature and electronic transmission, which are as effective as manual signatures on originals.

(j) Survival. The provisions identified in Section 7(f), and any others that by their nature should survive, survive expiry or termination of this Agreement.

Signatures

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date of the first Order Form referencing it.

Change History

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