Version 1.0

Effective: September 15, 2026

1. DEFINITIONS

Unless defined herein, capitalized terms will have the meanings ascribed to them in the Customer Agreement.

"Authorized User" means an individual authorized by Customer to access or use a Licensed Product, Online Service, or Professional Service.

"Customer" means any entity that has executed a Customer Agreement under which such entity is authorized to access or use the Licensed Products.

"Customer Agreement" means any order form, subscription agreement, services agreement, partner agreement, reseller agreement, Statement of Work, or other written agreement between ConnX and such entity that incorporates this License Agreement by reference.

"Customer Data" means data, information, content, records, files, or materials submitted, uploaded, transmitted, stored, or otherwise provided by or on behalf of Customer through the Licensed Products.

"Data Protection and Information Security Addendum" or "DPA" means the Data Protection and Information Security Addendum as amended from time to time.

"Documentation" means user guides, technical documentation, and related materials made available by ConnX for the Licensed Products.

“License Agreement” means this ConnX License Agreement, as amended from time to time.

“License Agreement Effective Date” means the effective date of the Customer Agreement.

"Licensed Products" means the Licensed Software, Documentation and Online Services licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

“Licensed Software” means any and all computer programs, applications, executable code, downloaded software, and related materials in any form or medium, whether now existing or later developed, including without limitation: (a) source code, object code, executable code, firmware, and scripts; (b) application programming interfaces (APIs), libraries, modules, components, and microservices; (c) algorithms, models (including machine learning or artificial intelligence models), routines, and logic; (d) databases and data structures to the extent embodied in or necessary for operation of the foregoing; (e) user interfaces, screens, and workflows; (f) configuration files, build files, and deployment artifacts; (g) documentation, specifications, designs, diagrams, flowcharts, and other technical materials; and (h) all updates, upgrades, enhancements, modifications, derivative works, patches, and new versions of any of the foregoing, regardless of the method of delivery (including cloud-based or software-as-a-service implementations).

“Online Services” means hosted, cloud-based, software-as-a-service (SaaS), subscription, or other internet-accessible services licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

“Personal Data” means information relating to an identified or identifiable individual.

"Product Terms" means supplemental terms, conditions, limitations, technical requirements, or usage rights with respect to a Licensed Product or Online Service made available by ConnX from time to time.

"Professional Services" means, without limitation, installation, implementation, configuration, training, consulting, support, or other services provided by ConnX.

“Security Incident” means unauthorized access to, acquisition of, disclosure of, or loss of Customer Data or Personal Data.

"Subscription Term" means the period during which Customer is authorized to use the Licensed Products licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

"Usage Data" means technical, operational, statistical, diagnostic, telemetry, performance, and usage information relating to the operation and use of the Licensed Products. 

2. TERM

 The License Agreement will remain in effect for so long as any Customer Agreement or Order governing Licensed Products remains in effect. 

3. SCOPE AND APPLICABILITY

3.1 Access and Use.  The License Agreement governs Customer's access to and use of the Licensed Software, Online Services, and Professional Services provided by ConnX. 

3.2 Binding Nature. By executing a Customer Agreement, or by accessing, installing, activating, or using any Licensed Product or Online Service, Customer and its Authorized Users agree to be bound by this License Agreement. 

3.3 Product Terms. Certain Licensed Products and Online Services may be subject to Product Terms. Product Terms apply only to the applicable Licensed Product or Online Service and supplement this License Agreement. 

4. LICENSED PRODUCTS AND PROFESSIONAL SERVICES

 ConnX will make available to Customer the Licensed Products and Professional Services set forth in the Customer Agreement. 

5. LICENSE GRANT AND AUTHORIZED USERS

5.1 License Grant. Subject to Customer's compliance with this License Agreement and payment of applicable fees, ConnX grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to install, access, and use the Licensed Software, Online Services, and Documentation solely for Customer's internal business purposes or as otherwise expressly authorized in the applicable Customer Agreement, and in accordance with this License Agreement and any applicable Customer Agreement. Licensed Products are licensed and not sold. 

5.2 Modifications. ConnX may modify, enhance, update, or replace Licensed Products and Online Services from time to time, provided such changes do not materially reduce the core functionality of the applicable Licensed Product or Online Service during the applicable Subscription Term. 

5.3 Authorized Users.  Customer may permit Authorized Users to access and use the Licensed Products and Online Services solely on Customer's behalf and solely in accordance with this License Agreement, any applicable Customer Agreement, and any applicable Product Terms. Authorized Users receive no ownership rights in the Licensed Products, Online Services, Professional Services, or Documentation and may use such offerings only as permitted by Customer and in accordance with this License Agreement, the applicable Customer Agreement, and any applicable Product Terms. Customer will ensure that all Authorized Users comply with this License Agreement and will remain responsible for all acts and omissions of its Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this License Agreement if committed by Customer will be deemed a breach by Customer.

5.4 Electronic Acceptance. ConnX may require Authorized Users to acknowledge or accept electronic terms, notices, policies, usage conditions, click-through agreements, or other electronic acceptance mechanisms in connection with access to or use of the Licensed Products. Such acceptance will be binding upon both the applicable Authorized User and Customer and will supplement this License Agreement. 

5.5 Affiliates. Customer may permit its Affiliates to use the Licensed Products pursuant to this License Agreement. Customer will remain responsible for its Affiliates' compliance with this License Agreement. 

5.6 Use Rights. Customer may access and use the Licensed Software, Online Services, Documentation, and Professional Services solely in accordance with the rights, limitations, Authorized User restrictions, usage metrics, Product Terms, and other conditions specified in this License Agreement and any applicable Customer Agreement. Any use not expressly authorized by this License Agreement or the applicable Customer Agreement is prohibited. Use Rights may be subject to Authorized User limitations, transaction limitations, storage limitations, consumption limitations, capacity limitations, or other usage metrics specified in the applicable Customer Agreement or Product Terms. 

5.7 Verification of Compliance. Upon reasonable notice and not more than once annually, ConnX may review Customer's compliance with this License Agreement and applicable usage metrics. Such verification may be conducted through review of usage reports, system-generated data, certifications from Customer, or other reasonably requested information. Customer will reasonably cooperate with such verification. Any information obtained will be treated as Customer Confidential Information. 

 6. PROFESSIONAL SERVICES

6.1 Professional Services. ConnX may provide Professional Services pursuant to a Statement of Work. Each Statement of Work will describe the applicable services, deliverables, assumptions, fees, and project-specific terms. 

6.2 Professional Services Deliverables. Subject to Customer's compliance with this License Agreement, ConnX grants Customer a non-exclusive, perpetual license to use deliverables provided to Customer in connection with Professional Services solely for Customer's internal business purposes or as otherwise expressly authorized in the applicable Customer Agreement or Statement of Work, and solely in connection with Customer's authorized use of the Licensed Products. 

6.3 Pre-Existing Materials. Each Party retains all right, title, and interest in and to any software, technology, methodologies, tools, templates, documentation, know-how, and other materials developed or acquired independently of this License Agreement ("Pre-Existing Materials"). To the extent any deliverable provided in connection with Professional Services incorporates ConnX Pre-Existing Materials, ConnX grants Customer the limited rights necessary to use such Pre-Existing Materials as part of and in connection with Customer's authorized use of the applicable deliverable. 

6.4 General Knowledge. Nothing in this License Agreement restricts ConnX from using general knowledge, skills, experience, ideas, concepts, techniques, or know-how acquired during the performance of Professional Services, provided ConnX does not disclose Customer Confidential Information. 

7. FEES, INVOICING, AND PAYMENT

7.1 Fees. Customer will pay all fees specified in the Customer Agreement, Statement of Work, invoice, quote, or other ordering document accepted by the Parties. 

7.2 Invoicing and Payment. Unless otherwise stated in the applicable Customer Agreement, invoices are due and payable within thirty (30) days after the invoice date. 

7.3 Taxes. Customer is responsible for all taxes, duties, levies, and similar governmental assessments arising from the Customer Agreement, excluding taxes based on ConnX's net income. 

7.4 Suspension. ConnX may suspend access to any Licensed Product or Online Service upon notice if: (a) Customer materially breaches this License Agreement; (b) Customer's use presents a security risk to ConnX, the Online Services, or any third party; (c) suspension is required by law; or (d) Customer fails to pay undisputed fees when due. ConnX will use commercially reasonable efforts to restore access promptly after the underlying issue has been resolved.

8. OWNERSHIP AND USE RESTRICTIONS

8.1 Ownership. ConnX and its licensors retain all right, title, and interest in and to the Licensed Products, Documentation, deliverables and work product resulting from Professional Services, Usage Data, and all related intellectual property rights. Except for the limited rights expressly granted herein, no rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by ConnX. 

8.2 Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of any Licensed Product except as expressly permitted by this License Agreement; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, algorithms, trade secrets, or underlying technology from any Licensed Product except to the limited extent prohibited by applicable law; (c) sublicense, distribute, lease, rent, sell, assign, transfer, disclose, or otherwise make any Licensed Product available to any third party except as expressly authorized by this License Agreement or other applicable Customer Agreement; (d) circumvent, disable, or interfere with any security feature, technical limitation, access control, or usage restriction of any Licensed Product; (e) use any Licensed Product or Online Services to develop, train, benchmark, test, validate, improve, or provide a competing product or service; (f) conduct competitive analysis, performance testing, or benchmarking of any Licensed Product without ConnX's prior written consent; (g) introduce malicious code, malware, ransomware, viruses, or other harmful technology into any Licensed Product; (h) use any Licensed Product in violation of applicable law or third-party rights; or (i) access or use any Licensed Product beyond the scope of rights purchased under the applicable Customer Agreement. 

8.3 Acceptable Use. Customer will use the Licensed Products only in a lawful manner and will not interfere with the operation, security, integrity, or availability of the Licensed Products or any related systems or networks. 

8.4 High-Risk Activities. Unless expressly agreed in writing by ConnX, the Licensed Products are not designed or intended for use in life-support systems, emergency response systems, nuclear facilities, aviation systems, autonomous vehicle systems, or other inherently dangerous activities where failure could result in death, personal injury, or significant environmental damage. 

 9. CUSTOMER DATA, USAGE DATA, AI, AND FEEDBACK

9.1 Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ConnX a non-exclusive, worldwide right to host, copy, process, transmit, store, display, modify, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, improve, and deliver the Licensed Products and Professional Services and to perform ConnX's obligations under this License Agreement. 

9.2 Customer Responsibilities. Customer is responsible for the accuracy, quality, legality, and rights necessary to provide Customer Data to ConnX. Customer represents that it has obtained all rights, consents, and permissions necessary for ConnX to process Customer Data as contemplated by this License Agreement. 

9.3 Usage Data. ConnX may collect and use technical, operational, diagnostic, statistical, telemetry, performance, and usage information relating to the Licensed Products and Professional Services ("Usage Data") for purposes of operating, securing, supporting, maintaining, improving, and developing the Licensed Products and related services. Usage Data will not be disclosed in a manner that identifies Customer except as required by law or with Customer's consent. 

9.4 Artificial Intelligence. Except as expressly authorized by Customer in writing, ConnX will not use Customer Data to train, fine-tune, validate, or develop publicly available artificial intelligence or machine learning models. Nothing in this License Agreement restricts ConnX from using aggregated, anonymized, or de-identified information that cannot reasonably identify Customer, any Authorized User, or any individual. 

9.5 Feedback. Customer may provide suggestions, recommendations, enhancement requests, comments, or other feedback relating to the Licensed Products or Professional Services. Customer grants ConnX a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, disclose, and otherwise exploit such feedback without restriction or compensation. 

10. DATA PROTECTION AND SECURITY

10.1 Data Protection Addendum. To the extent ConnX Processes Personal Data on behalf of Customer in connection with the Licensed Products, the applicable DPA identified in the Customer Agreement or otherwise executed by the Parties will apply. 

10.2 Security Responsibilities. ConnX will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Customer is responsible for managing Authorized User access credentials, maintaining appropriate security measures within its own systems and networks, and promptly notifying ConnX of any known or suspected unauthorized access to Customer accounts. 

10.3 Security Incidents. Each Party will reasonably cooperate with the other in connection with the investigation and mitigation of any Security Incident affecting Customer Data. To the extent an applicable DPA applies, ConnX's obligations regarding Security Incident notification, response, and remediation are set forth in the DPA. 

10.4 Sub-Processors. ConnX may use Affiliates and third-party service providers to perform services under this License Agreement, provided ConnX remains responsible for their performance as required by applicable law and any applicable DPA. 

11. WARRANTIES AND DISCLAIMERS

11.1 Performance Warranty. ConnX warrants that during the applicable Subscription Term: (a) the Licensed Products will materially perform in accordance with the applicable Documentation; and (b) Professional Services will be performed in a professional and workmanlike manner. Customer must notify ConnX of any warranty claim during the applicable warranty period and provide sufficient detail to permit ConnX to investigate and reproduce the issue. 

11.2 Exclusive Remedies. For breach of the warranties set forth in this section, Customer's exclusive remedies and ConnX's sole obligation will be, at ConnX's option, to: (a) repair or replace the affected Licensed Product; (b) re-perform the affected Professional Services; or (c) refund the fees paid for the non-conforming Licensed Product or Professional Services and terminate the affected portion of the applicable Customer Agreement. 

11.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, THE LICENSED PRODUCTS, ONLINE SERVICES, PROFESSIONAL SERVICES, DOCUMENTATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS." 

CONNX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

 CONNX DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. GENERAL TERMS

12.1 Electronic Contracting. The Parties agree that electronic signatures, electronic records, click-through agreements, and electronic acceptance methods will have the same force and effect as original signatures and paper records. 

12.2 Non-ConnX Products. Non-ConnX products, services, software, integrations, or content are governed by their applicable third-party terms. ConnX is not responsible for Non-ConnX products except as expressly stated in a Customer Agreement. 

12.3 Survival of Terms. Notwithstanding the termination or expiration of this License Agreement, provisions relating to ownership, use restrictions, Customer Data, Usage Data, Feedback, disclaimers, and any other provisions that by their nature should survive termination or expiration will survive.