This Agreement (the “Agreement”) consists of the Order Form, these Terms and Conditions, and any applicable Statement of Work (“SOW”) that references these Terms.

This agreement is between the entity identified on the Order ("you" or "your") and Noxs AI Solutions, Inc.

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1. License 

a)“Licensed Product” means the Noxs.ai on-premise software, including its components, modules, associated documentation, and any updates, upgrades, enhancements, or modifications provided pursuant to this Agreement.

The Noxs.ai Licensed Product and all related materials are proprietary to NOXS AI SOLUTIONS, INC. and its licensors and suppliers. As long as you comply with the terms of this Agreement, NOXS AI SOLUTIONS, INC. grants you perpetual, non-exclusive, non-transferable license to install and use the Noxs.ai Licensed Product.

This license is granted upon full payment of the applicable license fee and is not time-limited. However, access to software maintenance services, including updates, upgrades, enhancements, and technical support (“Maintenance Services”), is provided separately and only during the paid maintenance period (“Maintenance Term”).

Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Licensed Product without the prior written consent of Licensor, except as permitted by applicable law. 

This license does not constitute a sale of the Licensed Product or any intellectual property rights therein. All rights not expressly granted to you under this Agreement are reserved by NOXS AI SOLUTIONS, INC. and its licensors.

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b) You are authorized to install and use the Noxs.ai Licensed Product on a Computer, or on such other permitted hardware identified in our Documentation, in each case with User access as defined therein. For the purposes of this Agreement, a "Computer" means the server or server configuration or load-balanced application servers, terminal or computer identified in an Order or Statement of Work (SOW) on which the Noxs.ai Licensed Products are authorized to be installed and used. A "User" means an individual authorized by you to use the Noxs.ai Licensed Products under an Order or Statement of Work (SOW), regardless of whether the individual is actively using the Licensed Products at any given time.

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2. Use of Licensed Products 

a) You agree that you will use the Noxs.ai Licensed Product and any data generated from it only for business purposes and not for personal, family or household purposes. The Noxs.ai Licensed Product includes any enhancements, updates, upgrades, modifications, new releases and corrective programming to the Licensed Product or Documentation that are provided as part of software maintenance (“Enhancements”).

The Noxs.ai Licensed Product will be installed and used only at the location described in an Order or any other location as to which we have consented to the transfer of the Licensed Product and only on the Computer described in an Order.

Remote access to the Noxs.ai Licensed Product directly or indirectly through a server, the Internet, independent software application or otherwise to your computer from locations other than your Installation Site, and use of the Noxs.ai Licensed Product to perform services for any third parties, including your affiliates, are prohibited.

You acknowledge that in the On-Premise deployment model, you are solely responsible for managing user access, system security, and regulatory compliance with respect to the use and storage of data within your own infrastructure.

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b) If the Noxs.ai Licensed Product is for a designated Computer, you do not need our consent to transfer the Licensed Product from one computer system to another at the Installation Site. However, you need our consent if you wish to transfer the Licensed Product to another location. After obtaining our consent to a transfer to another location, you will certify to us in writing that all copies of the Noxs.ai Licensed Product at the prior location were either transferred to the new location or destroyed

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c) You may make a reasonable number of copies of the Noxs.ai Licensed Product and its Documentation solely for internal back-up or disaster recovery purposes. "Documentation" refers to the current technical and user documentation for the Noxs.ai Licensed Product, which may be modified from time-to-time to incorporate Enhancements. You must reproduce all copyright, trademark, trade secret, and other proprietary notices on any such copies you make.

Such back-up or disaster recovery copies may not be used concurrently with the production or testing environment. They may only be used for disaster recovery testing or if the Computer where the Noxs.ai Licensed Product is installed becomes inoperative. In such cases, the Licensed Product may only be used on a back-up computer utilizing the same operating system.

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d) Upon prior written notice to us, you may permit a third-party contractor to access and use the Noxs.ai Licensed Product solely for your benefit, provided that the following conditions are met:

• The contractor agrees to comply fully with all terms and conditions of this Agreement.
• You remain responsible for the contractor's compliance with this Agreement and for any breach committed by the contractor.
• The contractor has entered into a written confidentiality agreement with you that is no less protective than this Agreement.
• The contractor is not a competitor of NOXS AI SOLUTIONS, INC.

All rights granted to any such contractor under this Agreement will terminate immediately upon the termination or expiry of this Agreement. Upon such termination, the contractor must immediately cease all use, uninstall, and destroy all copies of the Noxs.ai Licensed Product and Documentation, and must certify in writing its compliance with this Section upon our request

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3. Fees and Payments

a) You agree to pay the license fee for the Noxs.ai Licensed Product, as well as any applicable fees for maintenance, support, updates, training, or other services, in accordance with the amounts and terms specified in your Order Form. 

All Fees are exclusive of applicable taxes, which You are responsible for (excluding taxes on our income). If withholding taxes apply, You shall gross up payments so that the net amount received by Us is the full amount due.

We reserve the right to adjust recurring maintenance or support fees upon at least 30 days’ prior written notice before the start of the next applicable maintenance period (“Maintenance Term”). 

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b) Payment processing is carried out through Our designated payment provider. By submitting payment information, You authorize Us to charge the agreed fees and to share necessary billing details with such provider solely for payment processing.

You must provide accurate billing information and ensure timely payment in accordance with the billing terms set forth in the Order Form. The perpetual license becomes effective only after full payment of the applicable one-time license fee. Maintenance Services are provided only during the paid Maintenance Term.

All payments are non-refundable unless otherwise agreed in writing.

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If any amounts related to Maintenance Services remain unpaid after the due date, We may suspend the provision of support, updates, or other Maintenance Services until full payment is received. Suspension of Maintenance Services does not affect your rights under the perpetual license. 

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4. Indemnity and Procedures 

a) We will indemnify and hold you harmless from all losses, damages, and reasonable costs/expenses arising from a third-party claim that the Licensed Products infringe or misappropriate any copyright, trade secret, trademark, or patent. We are not obligated to indemnify for claims based on Third Party Content except to the extent our licensors or suppliers have indemnified us.

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b) If the Licensed Products are subject to an infringement claim, or we reasonably believe they may be, we will, at our option: 

• Replace the Licensed Products with functionally equivalent software. 
• Modify the Licensed Products while retaining substantively equivalent functionality. 
• If none of the above is feasible, We may request the Licensee to cease use of the Licensed Product and refund the unused portion of prepaid fees (if any), based on a 60-month straight-line depreciation model in the case of a perpetual license, or on a pro-rata basis for any paid Maintenance Term, as applicable.

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c) We will have no obligation to indemnify you if the infringement results from: 

• Your modification of the Licensed Products. 
• Combination, operation, or use of the Licensed Products with software products that are not ours. 
• Your use of the Licensed Products in breach of this Agreement. 
• Your use of other than the most current release of the Licensed Products if a claim could have been avoided by using the current release, provided we delivered it and notified you.

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d) You will indemnify, defend, and hold us harmless from all claims and suits (including reasonable attorneys' fees) by a third party based on: 

• Any event that renders the warranty for the Noxs.ai Licensed Product inapplicable. This generally includes, but is not limited to: 

• Your use of the Noxs.ai Licensed Product in a manner not authorized by our agreement.
• Employing the Noxs.ai Licensed Product for a purpose other than its ordinary, intended design, such as using it beyond its core functions of authentication or generating responses for user projects.
• If you (or any third party acting on your behalf) have altered, modified, or repaired the Noxs.ai code or service without our prior approval. This is particularly relevant for instances where the client independently modifies the code in the on-premise version of Noxs.ai. 
• If you (or any third party acting on your behalf) have altered, modified, or repaired the Licensed Product without our prior written approval. This includes any unauthorized modification of the Noxs.ai Licensed Product.

• Claims arising from your utilization of a version of the Noxs.ai Licensed Productor its underlying software that is not the most current release made available to you. Your obligation to indemnify applies only if the claim could have been reasonably avoided or mitigated by using the most current release of the Noxs.ai Licensed Product.

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e) The Indemnified Party will give the Indemnifying Party prompt written notice of any Claim, with failure to do so only relieving obligation to the extent prejudice is caused. The Indemnifying Party may control the defense with counsel of its choice, subject to the Indemnified Party's reasonable consent. The Indemnified Party agrees to cooperate. No compromise or settlement may be effected without the Indemnified Party's prior written consent, not to be unreasonably withheld.

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5. Software Maintenance 

We will provide ongoing maintenance for the Noxs.ai Licensed Product to ensure its continued functionality. This includes:

• Delivering updates, upgrades, patches, and new releases as part of the applicable paid maintenance services.
• Providing documentation for any material changes or enhancements.
• Offering technical support in accordance with the support terms set out in your Order Form or applicable Statement of Work.

We do not guarantee the performance, security, or compatibility of the Licensed Product if you fail to install the latest updates or if updates are not applied in accordance with our technical guidance. NOXS AI SOLUTIONS, INC. shall have no liability for any issues arising from your failure to implement the provided updates.

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6. Warranties

a) We represent and warrant that the Noxs.ai Licensed Product, as delivered and when properly installed and used in accordance with the Documentation, will materially conform to its functional specifications for the duration of the paid license term. If the Licensed Product is found to be non-conforming and you notify us in writing within the warranty period, we will, at our option:

• Provide a correction, update, or replacement for the non-conforming component of the Licensed Product; or
• Refund the portion of the license fees paid for the affected component, on a pro rata basis, in which case your license to use the affected component will terminate.

b) This warranty will not apply if the Licensed Product's non-conformance is caused by:

• Use not in accordance with the Documentation or this Agreement;
• Modification, alteration, or repair of the Licensed Product by anyone other than us or our authorized representatives;
• Use of the Licensed Product with third-party software or hardware not specified in the Documentation;
• Your failure to install and use the most current release of the Licensed Product, where such failure materially contributed to the non-conformance.

This warranty is your exclusive remedy, and our sole obligation, with respect to any breach of warranty.

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7. Limitation of Liability 

a) To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of or inability to use the Noxs.ai Licensed Product, and we shall not be liable for such loss, except as expressly provided in this Agreement. This includes any failure of the Licensed Product resulting from your unauthorized use or use beyond its intended purpose.

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b) We will not be liable for any indirect, punitive, special, incidental, or consequential damages, including loss of profit or revenue, lost business opportunities, business interruption, or lost data you may suffer under any circumstances, even if we have been advised of the possibility of those damages, or for any claim by any other party. 

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8. Term and Termination

a) This Agreement becomes effective on the Effective Date and shall remain in effect for the duration of the perpetual license, unless terminated in accordance with this Section. Maintenance Services, if applicable, are provided for the duration of the Maintenance Term specified in your Order Form and may be renewed upon mutual agreement.

 
b) If either Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof from the other Party, the other Party shall have the right to terminate this Agreement for cause as of a date specified in such notice. In the case of a material breach by you, including two (2) successive failures to pay Maintenance Fees when due, we may suspend Maintenance Services and support until such breach is cured. 

c) You may terminate this Agreement without cause during any trial period upon written notice to Us. You may also terminate the Agreement by mutual written consent, which would include a return of prepayment. 

d) We may terminate this Agreement and suspend or revoke Your access to the Services if You fail to make timely payment of Fees, or if We are required to do so by applicable law or court order, or if We decide to discontinue the Services, in whole or in part. In such case, We will provide You with reasonable prior notice and, where applicable, refund any prepaid Fees for the unused portion of the current term, unless otherwise stated in the Service Order Form.

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9. Third Party Content and Regulated Functionality 

a) The Customer is explicitly designated as the Data Controller. This means that you, as the client, determine the purposes and means of processing the personal data within your environment. Noxs.ai does not directly have access to your data. Your administrators regulate any access Noxs.ai might have. Given this lack of direct access and control over the data processing activities. 

All user and project data is stored exclusively within the Licensee’s infrastructure. Noxs.ai does not access, process, or transmit such data unless explicitly authorized by the Licensee for support or troubleshooting purposes. In this deployment model, the Licensee acts as the sole Data Controller, and Noxs.ai may act as a Data Processor only to the extent it accesses personal data upon the Licensee’s documented instructions.

Noxs.ai does not independently identify, extract, or profile additional personal data beyond the aforementioned fields. The Licensee remains fully responsible for managing access, security, and compliance of all data hosted within its own infrastructure. All data is stored by the client within their own infrastructure. 

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10. Use of Information; Data; Publicity 

a) In the On-Premise version, all project and user data is stored entirely within the Licensee’s infrastructure. Noxs.ai does not access or process this data unless explicitly authorized by the Licensee for support purposes. The Licensee acts as the sole Data Controller. Noxs.ai has no role in data processing or storage beyond providing the Software.

The Software may log request metadata (e.g. timestamps, content structure, response generation) locally for diagnostic or analytics purposes under the Licensee’s control. Data such as names, email addresses, and messenger IDs are used only for internal authentication and contextual project responses. No user data is used for marketing or profiling.

Any integration with third-party services (e.g. OpenAI, Google APIs) occurs only at the Licensee’s discretion and must be configured by the Licensee. Noxs.ai does not transmit On-Premise user data to any third parties.

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b) Noxs.ai does not access or use your internal data unless separately and explicitly authorized for support or troubleshooting purposes. You retain full ownership and control over all data stored and processed by Us. You agree that any feedback, suggestions, or technical improvement ideas you voluntarily provide to Noxs.ai in connection with your use of the Software may be used by Noxs.ai without restriction. You hereby assign to Noxs.ai all rights, title, and interest in such feedback. You confirm that you have obtained all necessary rights and consents to provide Noxs.ai with any data or materials shared in connection with the license, including during support interactions. Noxs.ai may reference your organization as a client in proposals or client lists and may use your name and logo in marketing materials with your prior written consent.

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11. General Provisions 

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a) Relationship of the Parties; No Assignment. 

Each Party is an independent contractor with no authority to contract for or bind the other Party. This Agreement does not create any agency or partnership relationship. You may not assign Your rights or delegate Your obligations under these Terms without Our prior written consent. Any purported assignment or delegation in violation of this Section will be null and void. We may assign these Terms or Our rights and obligations hereunder to any Affiliate. 

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b) Governing Law; 

This Agreement is governed by the laws of the State of California, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this agreement shall be any state or Federal court located in Contra Costa County, California. 

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c) Force Majeure. 

Except for payment obligations, neither party will be liable for delays or failures in performance due to causes beyond their control, including but not limited to natural disasters, war, terrorism, civil unrest, labor disputes, power failures, or failures of communication networks. 

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d) Notices. 

Any notice given pursuant to this Agreement shall be in writing (which includes email and facsimile) and shall be given by personal service, electronic mail or by overnight courier (e.g., FedEx or UPS) to the addresses provided herein. 

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e) Section Headings. 

Section headings are for reference purposes only, and do not affect the construction, interpretation, or meaning of any provision of this Agreement. 

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f) Entire Agreement. 

This Agreement, together with the attached Data Processing Addendum, constitutes the entire agreement between the Parties and supersedes any and all previous representations, understandings, or agreements between You and Us as to the subject matter hereof. 

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g) Severability. 

If any part of this Agreement shall be held to be unenforceable, the rest of the Agreement will nevertheless remain in full force and effect. 

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h) Survival. 

All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, such as, without limitation, those concerning defense and indemnification, confidential information and intellectual property rights, shall survive and remain enforceable and shall apply to either Party’s successors and permitted assigns. 

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i) Changes to Terms and Policies. 

These Terms may be updated for future license renewals or maintenance services, but shall not retroactively alter the terms of an existing perpetual on-premise license unless mutually agreed in writing.

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j) Contact Information

If you have questions or concerns regarding this policy, please contact us at: 

NOXS AI SOLUTIONS, INC.
1470 Civic Ct, Suite 309
Concord, CA 94520
United States