NyxPrism™ Perpetual Software License Agreement

This Perpetual Software License Agreement (the "Agreement") is made on [Effective Date] (the "Effective Date") between NyxCollective LLC, a [Delaware] limited liability company with its principal place of business at [address] ("Licensor"), and [Customer legal name], a [state and entity type] with its principal place of business at [address] ("Customer"). Licensor and Customer are each a "Party".

1. Definitions

1.1 "Software" means the NyxPrism document, e-signature and AI web application and server software, in source and object code form, as delivered by Licensor under this Agreement, including any Updates Customer receives, and excluding Third-Party Components.

1.2 "Documentation" means the installation, configuration and user guides Licensor provides with the Software.

1.3 "Customer Environment" means the servers, hosting accounts, databases, domains and third-party service accounts that Customer owns or controls and on which the Software is installed.

1.4 "Third-Party Components" means open-source software and third-party libraries or services used by the Software, each governed by its own license or terms (see Schedule C).

1.5 "Updates" means bug fixes, security patches and new versions of the Software that Licensor makes generally available to its licensees.

1.6 "Authorized Users" means Customer's employees and contractors who use the Software on Customer's behalf.

1.7 "Customer Data" means all documents, content, personal information and other data that Customer or its Authorized Users or signers process with the Software.

2. License

2.1 Grant. Subject to Customer's payment of the License Fee and compliance with this Agreement, Licensor grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable license to install, use, modify and run the Software in the Customer Environment solely for the internal business purposes of Customer [and its affiliates listed in Schedule A], including to provide document and signature services to Customer's own patients, clients, employees and business contacts.

2.2 White labeling. Customer may replace the NyxPrism name, logo and branding in the user interface and communications of its installation with Customer's own branding. Customer may not remove copyright or license notices from the source code.

2.3 Restrictions. Customer shall not, and shall not permit anyone to: (a) sell, resell, rent, lease, sublicense, distribute or otherwise make the Software or its source code available to any third party; (b) offer the Software, or any product substantially based on it, to third parties as a hosted, software-as-a-service or white-label product; (c) use the Software to build a competing product; (d) disclose the source code except to Authorized Users and contractors bound by written confidentiality obligations at least as protective as this Agreement; or (e) use the Software in violation of applicable law.

2.4 Reservation of rights. The Software is licensed, not sold. Licensor and its licensors retain all right, title and interest in the Software, Documentation and all intellectual property rights in them. No rights are granted except as expressly stated. Customer owns its modifications, subject to Licensor's underlying rights in the Software.

2.5 Trademarks. This Agreement grants no right to use the NyxPrism or NyxCollective names or marks, other than as they appear in the unmodified Software before Customer rebrands it.

3. Delivery and installation

3.1 Delivery. Within [30] days after receipt of the License Fee and signature of this Agreement, Licensor will deliver the Software (as a private code repository or archive) and the Documentation.

3.2 Installation services. Licensor will install and configure the Software in the Customer Environment, apply Customer's branding, and conduct one walkthrough session, as described in Schedule A. Customer will provide timely access to the Customer Environment and the information Licensor reasonably requests.

3.3 Acceptance. The Software is accepted when Licensor confirms it is installed and it performs the core functions in the Documentation (sign-in, a signature request completed end to end, and email delivery), or [10] business days after installation if Customer has not reported a material failure in writing, whichever is earlier. Licensor will correct reported material failures within a reasonable time.

4. Fees and payment

4.1 License Fee. Customer shall pay the one-time license fee of US $24,900 (the "License Fee"), invoiced on signature and due within 30 days of the invoice date.

4.2 Maintenance & Support. If Customer orders Maintenance & Support (Section 5.2), Customer shall pay US $499 per month or US $4,990 per year, invoiced in advance and due within 30 days, beginning [on the first anniversary of the Effective Date / on the Effective Date]. Optional Premium Support is US $199 per month.

4.3 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT and similar taxes, other than taxes on Licensor's income.

4.4 Late payment. Overdue amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensor may suspend Maintenance & Support while amounts are overdue by more than 30 days. Non-payment of Maintenance & Support does not revoke the license in Section 2.

4.5 Third-party costs. Customer is responsible for all fees for the Customer Environment and third-party services it uses with the Software (for example hosting, database, email delivery, AI and error-reporting services).

5. Updates and support

5.1 First year. For 12 months after acceptance, Licensor will provide Updates and email support for the Software as described in Schedule B, and 30 days of setup assistance after installation.

5.2 Maintenance & Support. After the first year, Updates and support continue only while Customer subscribes to Maintenance & Support. Either Party may cancel Maintenance & Support at the end of a paid period on 30 days' written notice. If Customer later resubscribes, Licensor may charge the fees for the lapsed period [or a reinstatement fee of US $___].

5.3 Exclusions. Support does not cover problems caused by Customer's modifications, the Customer Environment, third-party services, or use contrary to the Documentation. Licensor may provide such help at its then-current hourly rate of US $[150] per hour, with Customer's prior approval.

6. Customer responsibilities

6.1 Environment and security. Customer is responsible for the Customer Environment, including its security, backups, availability, access controls, and for keeping it and the Software updated.

6.2 Customer Data and compliance. Customer is solely responsible for Customer Data and for its compliance with laws that apply to it, including privacy, health-information (such as HIPAA), employment and electronic-signature laws, and for obtaining any consents required from its signers and users.

6.3 Access by Licensor. Licensor does not host, store or require access to Customer Data. If Customer gives Licensor access to the Customer Environment for installation or support, Licensor will access it only as needed for that purpose. If that access could expose Licensor to protected health information, the Parties will first sign a Business Associate Agreement, or Customer will provide access in a way that does not expose such information. [Attorney: confirm approach.]

7. Confidentiality

Each Party will keep the other's non-public information disclosed under this Agreement confidential, use it only to perform this Agreement, and protect it with at least reasonable care. The Software's source code and Documentation are Licensor's confidential information. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party, and do not prevent disclosures required by law (with prompt notice where lawful). These obligations survive for [5] years after termination, and for the source code, for as long as it remains a trade secret.

8. Warranties and disclaimers

8.1 Performance warranty. Licensor warrants that for 90 days after acceptance the unmodified Software will perform materially in accordance with the Documentation. Customer's exclusive remedy, and Licensor's sole obligation, for breach of this warranty is for Licensor to correct the non-conformity or, if it cannot do so within a reasonable time, refund the License Fee on return or destruction of the Software.

8.2 Authority. Each Party warrants that it has the authority to enter this Agreement.

8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE, THIRD-PARTY COMPONENTS AND SERVICES ARE PROVIDED "AS IS", AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AI FEATURES WILL PRODUCE ACCURATE RESULTS. CUSTOMER IS RESPONSIBLE FOR REVIEWING AI OUTPUT AND THE LEGAL SUFFICIENCY OF SIGNATURES FOR ITS PURPOSES.

9. Limitation of liability

EXCEPT FOR BREACH OF SECTION 2.3 (RESTRICTIONS), SECTION 7 (CONFIDENTIALITY), OR A PARTY'S INDEMNITY OBLIGATIONS: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM [OR, IF GREATER, THE LICENSE FEE].

10. Indemnification

10.1 By Licensor. Licensor will defend Customer against third-party claims that the unmodified Software infringes a United States patent, copyright or trademark, or misappropriates a trade secret, and pay resulting damages finally awarded or agreed in settlement. If such a claim arises, Licensor may modify the Software to be non-infringing, obtain a license for continued use, or, if neither is reasonably possible, terminate the license and refund the License Fee less straight-line depreciation over five years. This does not apply to claims caused by Customer's modifications, Third-Party Components, combinations with items not supplied by Licensor, or use in breach of this Agreement.

10.2 By Customer. Customer will defend Licensor against third-party claims arising from Customer Data, Customer's modifications, or Customer's use of the Software in breach of this Agreement or applicable law, and pay resulting damages finally awarded or agreed in settlement.

10.3 Process. The indemnified Party must give prompt written notice, reasonable cooperation, and sole control of the defence and settlement to the indemnifying Party, which may not settle in a way that imposes obligations on the indemnified Party without its consent.

11. Term and termination

11.1 Term. This Agreement begins on the Effective Date and continues until terminated. The license in Section 2 is perpetual unless terminated under this Section.

11.2 Termination for breach. Either Party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice. Licensor may terminate immediately on written notice if Customer breaches Section 2.3.

11.3 Effect. On termination of this Agreement, the license ends, and Customer will stop using the Software and delete all copies, and certify deletion on request. Customer remains able to export its Customer Data. Sections 2.3, 2.4, 4 (for amounts accrued), 6.2, 7, 8.3, 9, 10, 11.3 and 12 survive.

12. General

12.1 Governing law and venue. This Agreement is governed by the laws of the State of [Delaware], without regard to conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in [county, state]. [Attorney: consider arbitration.]

12.2 Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets or the business to which this Agreement relates, on written notice.

12.3 Verification. On reasonable notice, and no more than once a year, Customer will certify in writing that its use complies with Section 2.

12.4 Export and sanctions. Customer will comply with applicable export control and sanctions laws.

12.5 Independent contractors; no third-party beneficiaries. The Parties are independent contractors. This Agreement creates no rights for third parties.

12.6 Notices. Notices must be in writing and delivered by hand, recognized courier or email with confirmation, to the addresses in Schedule A.

12.7 Force majeure. Neither Party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

12.8 Entire agreement; order of precedence. This Agreement, including its Schedules, is the entire agreement on its subject and supersedes all prior agreements and proposals. Customer purchase-order terms do not apply. Amendments must be in writing and signed by both Parties. If a provision is unenforceable, it will be modified to the minimum extent needed and the rest remains in effect. A waiver must be in writing. This Agreement may be signed electronically and in counterparts.

Schedule A: Order details

Schedule B: Support

Schedule C: Third-party components

The Software uses open-source components (including pdf-lib, PDF.js, Express and others) and connects to third-party services chosen by Customer (such as hosting, email, authentication, payment and AI providers). Each is governed by its own license or terms, which Licensor will list in the Documentation. [Attorney: attach the component list.]