End User Licence Agreement

IMPORTANT — PLEASE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING FEROX NODUS. BY INSTALLING OR USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Parties

This End User Licence Agreement ("EULA" or "Agreement") is entered into between you ("End User" or "you") and Ferox AI Inc. (operating as 2628965 Alberta Ltd.), a corporation incorporated under the laws of Alberta, Canada, with its principal place of business in Calgary, Alberta, Canada ("Ferox AI," "Licensor," "we," or "us").

2. Definitions

• "Application" means the Ferox Nodus desktop software application, including all associated files, documentation, updates, and supplements.
• "Services" means the Application together with any cloud relay services, API access, or web interfaces provided by Ferox AI.
• "Device" means the computer on which you install and use the Application.
• "Subscription" means a paid licence to use the Application during a billing period, as processed by Paddle.

3. Grant of Licence

Subject to your compliance with this Agreement and payment of applicable fees, Ferox AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• Download and install one copy of the Application on a Device you own or control
• Use the Application solely for your personal or internal business purposes

This licence does not include the right to use the Application on behalf of third parties as a service bureau or for time-sharing purposes without a separate enterprise licence agreement.

4. Licence Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Application, except as expressly permitted by law
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Application, except to the extent permitted by applicable law
• Sell, sublicense, rent, lease, lend, or otherwise transfer the Application or your rights hereunder to any third party
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Application
• Use the Application for any unlawful purpose or in violation of any applicable laws or regulations
• Use the Application to develop a competing product or service
• Circumvent or disable any security, authentication, or access control features of the Application

5. Subscription and Payment

Access to the Application beyond the 14-day free trial period requires a paid subscription. All subscription payments are processed by Paddle.com (Paddle Payments Ltd.) as Ferox AI's Merchant of Record. Paddle is solely responsible for billing, invoicing, tax remittance, and payment processing.

Your subscription renews automatically unless cancelled prior to the renewal date through Paddle's billing portal. Refunds are governed by our Refund Policy within the Terms of Service.

6. Intellectual Property

The Application and all copies thereof remain the intellectual property of Ferox AI Inc. This Agreement grants you a licence to use the Application, not ownership of the Application or any intellectual property contained therein.

All trademarks, service marks, trade names, logos, and domain names associated with Ferox AI, Ferox Nodus, and Varsel are the exclusive property of Ferox AI Inc.

Your Content: You retain all rights to data, documents, and content you create or process using the Application. Ferox AI claims no ownership over your data or AI outputs generated through the Application.

7. Privacy and Data

The Application is designed with a privacy-first, local-first architecture. The majority of data processing occurs entirely on your Device. Our collection and use of any personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

You are responsible for ensuring that your use of the Application complies with applicable privacy laws and your professional obligations regarding client data confidentiality.

8. Updates and Modifications

Ferox AI may, from time to time, provide updates, patches, or new versions of the Application. Such updates may be required to continue using the Application. This Agreement applies to all updates unless a separate agreement accompanies such update, in which case the terms of that agreement apply.

Ferox AI reserves the right to discontinue development or support of the Application at any time with reasonable notice.

9. Disclaimer of Warranties

THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FEROX AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FEROX AI DOES NOT WARRANT THAT THE APPLICATION WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE. AI-GENERATED CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. YOU ASSUME ALL RESPONSIBILITY FOR VERIFYING THE ACCURACY AND APPROPRIATENESS OF AI OUTPUTS BEFORE RELIANCE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, IN NO EVENT SHALL FEROX AI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, REVENUE, PROFITS, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE APPLICATION, EVEN IF FEROX AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FEROX AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO FEROX AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE CANADIAN CONSUMER PROTECTION LEGISLATION.

11. Term and Termination

This Agreement is effective upon your installation or use of the Application and continues until terminated. This Agreement terminates automatically upon:

• Your failure to comply with any provision of this Agreement
• Expiry or cancellation of your Subscription without renewal
• Your uninstallation of the Application from all Devices

Ferox AI may terminate this Agreement immediately upon written notice if you breach any material term. Upon termination, you must cease all use of the Application and destroy all copies in your possession. Sections 6, 9, 10, and 13 survive termination.

12. Export Compliance

You agree to comply with all applicable Canadian and international export laws and regulations in connection with your use of the Application. You represent that you are not located in, or a citizen or resident of, any country subject to Canadian sanctions or embargo.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Alberta, Canada.

14. Entire Agreement

This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Ferox AI with respect to the Application and supersedes all prior agreements, representations, and understandings. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15. Contact

If you have any questions regarding this Agreement, please contact:
Ferox AI Inc.
Calgary, Alberta, Canada
hello@feroxai.ca