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NEOSTOR END USER LICENSE AGREEMENT IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING, ACTIVATING OR USING NEOSTOR. This End User License Agreement ("Agreement") is a legally binding agreement between Quadrus Technology EURL, a company incorporated under the laws of France, with its registered office at 8 Bis Rue Abel, 75012 Paris, France ("Quadrus"), and the legal entity or professional user acquiring, installing, activating or using the Software ("Customer"). NeoStor is intended exclusively for professional and business use. It is not intended for use by consumers acting outside their trade, business or profession. The Customer represents and warrants that it acquires and uses NeoStor exclusively for purposes relating to its trade, business or profession and not as a consumer. By clicking "I Accept", activating a license, installing or using NeoStor, the Customer confirms that it has read and accepted this Agreement and that the person accepting it on behalf of the Customer has authority to bind the Customer. If the Customer does not agree to this Agreement, it must not install, activate or use NeoStor. 1. DEFINITIONS 1.1. "Software" means the NeoStor software supplied by Quadrus, including executable code, updates, upgrades, patches and accompanying documentation supplied by Quadrus, unless separate terms expressly apply. 1.2. "Order" means an order form, invoice, license certificate, subscription confirmation or other commercial document issued or accepted by Quadrus that specifies the license purchased by the Customer. 1.3. "Documentation" means user documentation made available by Quadrus for NeoStor. 1.4. "Third-Party Products" means any hardware, software, operating system, filesystem, network component, client software, protocol implementation or other product or service not supplied by Quadrus. 2. LICENSE GRANT 2.1. Subject to payment of all applicable fees and compliance with this Agreement, Quadrus grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to install and use NeoStor solely for the Customer's internal professional or business purposes and only within the scope of the license specified in the applicable Order. 2.2. The permitted number of servers, installations, nodes, instances, users, capacities or other technical or commercial limits are those stated in the applicable Order or license certificate. 2.3. Unless the applicable Order expressly states otherwise, no right is granted to distribute, resell, sublicense, rent, lease, host for third parties, provide as a managed service, or otherwise make the Software available to third parties. 2.4. All rights not expressly granted to the Customer are reserved by their respective rights holders. 3. OWNERSHIP AND INTELLECTUAL PROPERTY 3.1. NeoStor is licensed, not sold. 3.2. The Software is the intellectual property of its respective rights holder(s). Quadrus is duly authorized to license and distribute the Software under this Agreement. All ownership rights in the Software remain with their respective rights holder(s). Third-party and open-source components remain subject to their applicable licenses. 3.3. Nothing in this Agreement transfers ownership of any intellectual property right to the Customer. 3.4. The Customer shall not remove, obscure or alter copyright, trademark, attribution or proprietary notices contained in the Software or Documentation. 4. USE RESTRICTIONS 4.1. Except to the extent expressly permitted by mandatory applicable law, including applicable mandatory rights relating to software interoperability, the Customer shall not: (a) copy the Software except for copies reasonably necessary for permitted installation, backup or disaster recovery; (b) modify, adapt, translate, create derivative works from, or otherwise alter the Software; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, internal implementation or non-public technical information of the Software; (d) circumvent, falsify, tamper with or otherwise interfere with NeoStor's license verification, license credentials or activation mechanisms; (e) distribute, publish, sublicense, sell, rent, lease, lend, transfer or otherwise make the Software available to any third party except as expressly authorized in writing by Quadrus; (f) use the Software in violation of applicable law. 4.2. Nothing in this Agreement is intended to exclude or restrict any right that cannot lawfully be excluded or restricted by contract under applicable mandatory law. 5. THIRD-PARTY INTEROPERABILITY 5.1. NeoStor is independently developed software and may be designed to interoperate with hardware, software, protocols or infrastructure supplied by third parties. 5.2. References to third-party products, protocols or trademarks are made solely where necessary to identify interoperability or compatibility. All third-party trademarks belong to their respective owners. 5.3. Unless expressly stated otherwise in writing by the relevant third party, Quadrus is not affiliated with, sponsored by, endorsed by or acting on behalf of any third-party manufacturer or software publisher. 5.4. Third-Party Products may be modified, discontinued, restricted or updated by their respective suppliers at any time. Such changes may affect or prevent interoperability with NeoStor. 5.5. Quadrus does not warrant that NeoStor will remain compatible with every present or future version, update, protocol, authentication mechanism, certificate, hardware configuration or other component of any Third-Party Product. 5.6. Quadrus may, but is not obliged to, develop updates intended to restore or improve interoperability following changes made by third parties, unless a separate written support or maintenance agreement expressly provides otherwise. 6. CUSTOMER SYSTEMS AND RESPONSIBILITIES 6.1. The Customer is solely responsible for selecting, configuring, operating, securing and maintaining the hardware, operating system, filesystem, network, storage devices and other infrastructure on which NeoStor is installed or used. 6.2. The Customer is responsible for ensuring that its environment satisfies the technical requirements published by Quadrus. 6.3. The Customer is responsible for the acts and omissions of all persons to whom it gives access to NeoStor. 6.4. The Customer shall implement appropriate security, access-control, monitoring, backup and disaster-recovery measures for its environment and data. 6.5. The Customer acknowledges that certain third-party client protocols with which NeoStor interoperates may not provide transport-layer encryption. Where such protocols do not provide encryption, network traffic exchanged using those protocols may be observable by parties with access to the relevant network. 6.6. The Customer is solely responsible for deploying NeoStor within an appropriately protected and trusted network environment and, where confidentiality of network traffic is required, for implementing suitable protection such as network segmentation, VPN, IPsec or equivalent network-layer security. 7. DATA, BACKUPS AND ASSUMPTION OF RISK 7.1. THE CUSTOMER ACKNOWLEDGES THAT SOFTWARE, COMPUTER SYSTEMS, NETWORKS, FILESYSTEMS, STORAGE DEVICES AND STORAGE SYSTEMS MAY FAIL AND THAT ANY SUCH FAILURE MAY RESULT IN LOSS, CORRUPTION, ALTERATION, DELETION, DESTRUCTION, UNAVAILABILITY OR UNRECOVERABILITY OF DATA. 7.2. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE PROTECTION OF ALL DATA STORED ON, TRANSMITTED THROUGH, ACCESSED BY OR OTHERWISE PROCESSED USING NEOSTOR. 7.3. THE CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING COMPLETE, CURRENT, INDEPENDENT AND REGULARLY VERIFIED BACKUPS OF ALL SUCH DATA. 7.4. NEOSTOR IS NOT A BACKUP, ARCHIVAL OR DISASTER-RECOVERY SERVICE AND MUST NEVER BE RELIED UPON AS THE SOLE COPY OR SOLE BACKUP OF ANY DATA. 7.5. The Customer expressly acknowledges and accepts the risk that data may be lost, corrupted, altered, deleted, destroyed, become unavailable or become unrecoverable as a result of or in connection with: (a) installation, configuration, operation, malfunction or failure of NeoStor; (b) failure, malfunction, defect or misconfiguration of hardware, storage devices, filesystems, operating systems, networks or Third-Party Products; (c) power failure, network failure, hardware failure or other infrastructure failure; (d) administrator, user or third-party error; (e) software bugs, incompatibilities, updates or changes to NeoStor or Third-Party Products; (f) cyberattack, malicious software, unauthorized access or other security incident; or (g) any other event affecting the Customer's systems or data. 7.6. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUADRUS SHALL HAVE NO LIABILITY WHATSOEVER, WHETHER DIRECT OR INDIRECT, CONTRACTUAL, TORTIOUS OR OTHERWISE, FOR ANY LOSS, CORRUPTION, ALTERATION, DELETION, DESTRUCTION, UNAVAILABILITY OR INABILITY TO RECOVER DATA ARISING OUT OF OR IN CONNECTION WITH NEOSTOR. 7.7. Without limitation, and to the fullest extent permitted by applicable law, Quadrus shall not be liable for: (a) costs of recovering, reconstructing, recreating or replacing data; (b) loss of media, audiovisual content, projects, metadata or other files; (c) loss of production or interruption of production; (d) business interruption; (e) loss of revenue, profit, contracts, opportunity, anticipated savings or goodwill; or (f) any indirect, incidental, special, consequential or similar loss or damage arising from or relating to loss, corruption or unavailability of data. 7.8. THE CUSTOMER EXPRESSLY ACCEPTS THESE RISKS AND ASSUMES FULL RESPONSIBILITY FOR IMPLEMENTING, MAINTAINING AND REGULARLY TESTING AN INDEPENDENT BACKUP AND DISASTER-RECOVERY STRATEGY APPROPRIATE TO THE NATURE, VALUE AND IMPORTANCE OF ITS DATA. 7.9. If any exclusion of liability in this Section 7 is held to be unenforceable, the limitation of liability in Section 10 shall apply to the maximum extent permitted by applicable law. 7.10. Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited under applicable mandatory law. 8. WARRANTIES 8.1. Except for any warranty expressly stated in an applicable Order or separate written agreement signed by Quadrus, and to the fullest extent permitted by applicable law, the Software is provided "AS IS" and "AS AVAILABLE". 8.2. Quadrus does not warrant that the Software will: (a) be uninterrupted, error-free or free from defects; (b) satisfy every particular requirement of the Customer; (c) operate with every hardware or software configuration; (d) prevent all failures, data loss, security incidents or downtime; or (e) remain compatible with future versions or changes of Third-Party Products. 8.3. The Customer acknowledges that it is responsible for testing NeoStor in its own environment before using it with production data. 8.4. Any demonstrations, benchmarks, performance figures, examples or technical estimates are illustrative unless expressly stated as a contractual commitment in writing. 9. SUPPORT, MAINTENANCE AND UPDATES 9.1. Support, maintenance, updates, upgrades, response times or service levels are provided only if expressly included in the applicable Order or a separate written agreement. 9.2. Quadrus may release updates, corrections, patches or new versions of NeoStor at its discretion. 9.3. An update may modify, replace or discontinue features where reasonably necessary for technical, security, compatibility or legal reasons. 9.4. The Customer is responsible for evaluating and installing updates applicable to its environment, unless a separate written support agreement provides otherwise. 10. LIMITATION OF LIABILITY 10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUADRUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACT, OPPORTUNITY, GOODWILL, PRODUCTION OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. 10.2. The exclusions in Section 7 relating to data apply independently of this Section 10. 10.3. The limitations and exclusions in this Agreement apply regardless of the legal basis of the claim, including contract, tort, negligence, statutory duty or otherwise, and whether or not Quadrus was advised of the possibility of the relevant loss. 10.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF QUADRUS ARISING OUT OF OR IN CONNECTION WITH NEOSTOR OR THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO QUADRUS FOR THE AFFECTED SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10.5. If the affected Software is licensed under a perpetual license and no license fee was paid during the twelve months preceding the event giving rise to the claim, the maximum aggregate liability shall not exceed the original license fee actually paid to Quadrus for the affected license. 10.6. The exclusions and limitations in this Section are essential elements of the commercial basis on which Quadrus licenses NeoStor. 10.7. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under applicable mandatory law. 11. THIRD-PARTY COMPONENTS 11.1. NeoStor may include or interact with third-party software or open-source components. 11.2. Such components remain subject to their applicable third-party licenses, copyright notices and attribution requirements. 11.3. To the extent a third-party license grants rights that cannot be restricted by this Agreement, the applicable third-party license prevails solely with respect to that component. 12. LICENSE ACTIVATION AND TECHNICAL ENFORCEMENT 12.1. NeoStor may require a valid license key, license file or activation in order to operate. 12.2. The Customer shall not falsify, duplicate, alter, circumvent or misuse any NeoStor license credential, license file, license key or activation mechanism. 12.3. Quadrus may use reasonable technical measures to verify compliance with the license scope specified in the applicable Order. 12.4. Any processing of personal data in connection with licensing or activation shall be subject to applicable data-protection law and, where applicable, Quadrus's privacy notice. 13. TERM AND TERMINATION 13.1. This Agreement begins when the Customer first accepts it, activates NeoStor, installs NeoStor or otherwise uses NeoStor, whichever occurs first. 13.2. The license continues for the duration stated in the applicable Order. 13.3. Quadrus may terminate the license if the Customer materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within a reasonable period following written notice. 13.4. Quadrus may terminate the license immediately where continued use would constitute unlawful use of the Software, deliberate circumvention of NeoStor licensing controls, or a material infringement of intellectual property rights in the Software. 13.5. Upon termination or expiry of the license, the Customer shall cease using the Software and, where applicable, uninstall or delete copies that it is no longer entitled to use. 13.6. Sections concerning ownership, intellectual property, confidentiality where applicable, data responsibility, warranty disclaimers, limitation of liability, governing law and any provisions which by their nature are intended to survive shall survive termination. 14. CONFIDENTIAL INFORMATION 14.1. Any non-public technical, commercial or security information expressly identified by Quadrus as confidential, or which by its nature should reasonably be understood to be confidential, shall be treated as confidential by the Customer. 14.2. This Section does not apply to information that the Customer can demonstrate: (a) is publicly available through no breach of this Agreement; (b) was lawfully known to the Customer without confidentiality obligation before disclosure; (c) was lawfully obtained from a third party without breach of confidentiality; or (d) was independently developed without use of Quadrus confidential information. 14.3. Nothing in this Section prevents disclosure required by applicable law or a binding order of a competent authority, subject to any legally permitted prior notice to Quadrus. 15. COMPLIANCE WITH LAW 15.1. Each party shall comply with applicable laws and regulations relating to its performance under this Agreement. 15.2. The Customer shall not use NeoStor for unlawful purposes. 15.3. The Customer is responsible for ensuring that its acquisition, export, import, deployment and use of NeoStor comply with any applicable trade-control, sanctions or export-control requirements. 16. ASSIGNMENT 16.1. The Customer may not assign or transfer this Agreement or the license without Quadrus's prior written consent, except where mandatory applicable law provides otherwise. 16.2. Quadrus may assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, sale of business or transfer of substantially all assets relating to NeoStor. 17. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE 17.1. This Agreement, together with the applicable Order and any separate written agreement expressly incorporated by reference, constitutes the agreement between the parties concerning the Customer's license to use NeoStor. 17.2. If an applicable Order expressly conflicts with this Agreement, the Order shall prevail with respect to the specific commercial term stated in that Order. This Agreement shall otherwise govern the license and use of NeoStor. 17.3. No oral statement, marketing material, demonstration or informal communication modifies this Agreement unless expressly incorporated into a written agreement signed or otherwise formally accepted by Quadrus. 18. SEVERABILITY AND NO WAIVER 18.1. If any provision of this Agreement is held invalid, unlawful or unenforceable, that provision shall be applied to the maximum extent permitted by law and the remaining provisions shall remain in effect. 18.2. Failure or delay by either party to exercise a right under this Agreement does not constitute a waiver of that right. 19. GOVERNING LAW AND JURISDICTION 19.1. This Agreement is governed by the laws of France, without regard to conflict-of-law rules that would require application of another law. 19.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS HAVING JURISDICTION OVER THE REGISTERED OFFICE OF QUADRUS TECHNOLOGY EURL. 19.3. Nothing in this Section prevents either party from seeking urgent or protective relief before a court of competent jurisdiction where such relief is legally available. 20. CONTACT Quadrus Technology EURL Attn: Legal Department 8 Bis Rue Abel, 75012 Paris, France Email: info@neostor.io Product: NeoStor For contractual, licensing or legal notices, the Customer should use the contact details stated in the applicable Order or on Quadrus's official website. 21. EXPRESS DATA-RISK ACKNOWLEDGEMENT As a condition of activation or first use, Quadrus may require the Customer to separately confirm the following: "I understand that NeoStor is not a backup system, that data loss or corruption may occur, and that I am solely responsible for maintaining complete, independent and regularly verified backups of all data. I expressly accept these risks." Acceptance of this acknowledgement does not exclude or limit any right or liability that cannot lawfully be excluded or limited under applicable mandatory law. END OF AGREEMENT