End User License Agreement

Juno Innovations Group, Inc. Version 2.2 | Last Revised: October 2026

This End User License Agreement (“Agreement”) is entered into by and among:

• Juno Innovations Group, Inc., a Delaware corporation with its principal place of business at 512 Lake Avenue, Lake Worth Beach, FL 33460 (“Licensor”);
  

• the person or entity that has obtained a license to the Orion Platform, whether a business, institution, government entity, or individual developer, directly from Licensor or through an Authorized Reseller (“Licensee”); and
  

• the individual accepting this Agreement and authorized by Licensee to access and use the Orion Platform (“User”).

Each of Licensor, Licensee, and User is a “Party,” and together they are the “Parties.”

BY CLICKING “I ACCEPT,” BY SUBMITTING A PURCHASE ORDER OR PAYMENT THAT REFERENCES THIS AGREEMENT, OR BY INSTALLING OR USING THE ORION PLATFORM, LICENSEE AND USER AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE ORION PLATFORM. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT LICENSEE HAS AUTHORIZED THEM TO ACCEPT IT AND TO USE THE ORION PLATFORM ON LICENSEE’S BEHALF.

1. Definitions

“Orion Platform” means Licensor’s self-hosted infrastructure control plane and workload orchestration software, in any edition, including:

• Orion Workspace: the end-user compute orchestration and workload management environment;
  

• Orion Admin: the administrative control plane for infrastructure configuration, user management, and platform governance;
  

• Orion Apps: the application and plugin layer for integration with third-party tools and workflow automation; and
  

• each edition licensed per device, currently Orion Spark and Orion Halo (each an “Appliance Edition”).

References to the Orion Platform include all of the above unless a specific component is named.

“Managed Core” means a physical CPU core in a worker node that the Orion Platform manages. Threads, vCPUs, and management nodes are not Managed Cores.

“Managed Core Hours” means the number of Managed Cores under management multiplied by the hours they are managed.

“Licensed Scope” means the license type, term, number of Managed Cores (“Licensed Cores”) or, for an Appliance Edition, number of devices (“Licensed Devices”), and any other limits stated in the applicable Order and License File.

“License File” means the cryptographically signed, node-locked file issued by Licensor and verified locally by the Orion Platform, which enables Licensee’s use within the Licensed Scope.

“Peak Core Count” means the highest number of Managed Cores under management at any one time during the period in question.

“Workload” means a single container or virtual machine that the Orion Platform deploys and manages.

“Order” means the order form, accepted quote, purchase order accepted by Licensor or an Authorized Reseller, or similar document that identifies the Licensed Scope, license type, fees, and payment terms. Each Order is incorporated into this Agreement by reference.

“Commercial Terms” means Licensor’s schedule of commercial parameters, such as true-up tolerance and look-back, the Included Period, Software Maintenance terms, and On-Demand Balance validity, that Licensor provides with the quote or Order or otherwise makes available to Licensee in writing, as in effect on the Order date. Licensor may change the Commercial Terms for new Orders and renewals without amending this Agreement. If an Order does not state a matter that this Agreement refers to the Order for, the Commercial Terms apply.

“Authorized Reseller” means a distributor, reseller, or channel partner that Licensor has authorized in writing, including through written partner terms or an accepted partner order, to resell licenses to the Orion Platform.

“Authorized User” means an individual employee, contractor, or agent of Licensee whom Licensee has authorized to access and use the Orion Platform on Licensee’s behalf. Authorized Users may not share login credentials, License Files, or access keys with any other individual or entity.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Licensee, where “control” means ownership of more than fifty percent (50%) of the voting securities.

“Update” means a patch, security fix, certified release, or new version of the Orion Platform that Licensor makes generally available to licensees entitled to it.

“Software Maintenance” means the paid entitlement to Updates and Standard support for a Perpetual license after its Included Period, as described in Section 3.6.

“Confidential Information” means any non-public technical, business, or operational information disclosed by one Party to another in connection with this Agreement, including source code, infrastructure configurations, pricing, and customer data.

“Documentation” means the technical documentation, user guides, and release notes that Licensor provides for the Orion Platform.

“Feedback” means suggestions, ideas, enhancement requests, or recommendations that Licensee or User provides to Licensor about the Orion Platform, excluding any data, content, or information that reflects Licensee’s or User’s proprietary workflows, infrastructure configurations, or business operations.

“Marketplace” means a third-party cloud marketplace through which Licensor makes the Orion Platform available, such as AWS Marketplace.

“Effective Date” means the date this Agreement is first accepted by User or Licensee.

2. License Grant

2.1 Grant

Subject to this Agreement, payment of all applicable fees, and the Licensed Scope, Licensor grants Licensee, and each Authorized User acting for Licensee, a non-exclusive, non-transferable, limited license to install and use the Orion Platform, in accordance with the Documentation, solely for Licensee’s internal business, research, or educational purposes.

2.2 License Types

Each license is one of the following, as stated in the Order:

1. Subscription: a license for the term stated in the Order.
   

2. Multi-Year Term: a license for the fixed multi-year term stated in the Order.
   

3. Perpetual: a license of indefinite duration, up to the Licensed Cores, subject to Section 13.
   

4. On-Demand: a license funded by a prepaid balance of Managed Core Hours, as described in Section 3.10.
   

5. Evaluation: a license for a proof of value or trial, for the period and scope stated in the Order.
   

6. Community Edition: a license described in Section 2.9.

2.3 How the License Is Measured

The Orion Platform is licensed by Managed Core or, for an Appliance Edition, by device. It is not licensed by user, server, or GPU, and the Orion Platform does not meter users, servers, or GPUs for licensing purposes. A license bought through a Marketplace listing that is priced by named user is licensed as that listing and the Order state.

2.4 Self-Hosted and Disconnected Deployment

The Orion Platform is designed to run in Licensee’s own environment, including disconnected and air-gapped environments. The License File is verified locally, and the Orion Platform is designed to operate without connecting to Licensor. Licensor does not host or operate the Orion Platform for Licensee. Licensee is solely responsible for its infrastructure environment, including its security, access controls, regulatory compliance, and any authorization or accreditation the environment requires.

2.5 Technical Enforcement Is Not Permission

The Orion Platform is designed not to terminate or interrupt running workloads when the Licensed Scope is exceeded or the license term ends. It may display warnings. The continued technical operation of the Orion Platform beyond the Licensed Scope, or after a license has expired or been terminated, does not extend the license, waive any right of Licensor, or authorize that use. Licensee remains responsible for operating within the Licensed Scope and for the charges described in Sections 3.8 and 3.10, and Licensor may exercise its other remedies under this Agreement.

2.6 Affiliates

Affiliates of Licensee may use the Orion Platform only if (a) they are expressly named in the applicable Order and (b) their use complies with this Agreement. Licensee is fully liable for its Affiliates’ compliance. Unlisted Affiliates may not use the Orion Platform without a separate Order.

2.7 Resellers

Nothing in this Agreement grants Licensee or User any right to resell, distribute, or sublicense the Orion Platform. The rights of an Authorized Reseller are governed by Licensor’s separate written terms with that Authorized Reseller.

2.8 License File Reissuance

Licensee may request a new License File to reflect replacement, migration, or failover of hardware, or recovery from a failure. Because each deployment is different, Licensor will review the request with Licensee, and any applicable terms are addressed in the Order or through Licensor’s sales team. A new License File does not increase the Licensed Scope unless Licensee purchases the increase.

2.9 Evaluation and Community Edition

Evaluation. An Evaluation license permits use for the period and within the scope stated in the Order. Use beyond that period or scope requires a paid license.

Community Edition. Community Edition has no license fee. It is limited to two (2) Workloads at any one time, regardless of the device, hardware, or number of cores they run on. It includes community support only, with no service level commitment. Use beyond that scope requires a paid license. Community Edition is provided “AS IS” under Section 9. Licensor may stop offering Community Edition for new installations or new versions at any time, which does not revoke a license for a version already installed.

2.10 Restrictions

Licensee and User shall not:

1. Copy, modify, distribute, sublicense, lease, rent, or otherwise transfer the Orion Platform or any component of it;
   

2. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Orion Platform;
   

3. Use the Orion Platform for any unlawful purpose or in violation of any applicable law or regulation;
   

4. Circumvent or disable any security, licensing, or access control feature of the Orion Platform, or alter or tamper with a License File or its verification;
   

5. Share, transfer, or disclose a License File, access key, or credential with any individual or entity that is not an Authorized User or a listed Affiliate, or install or use a License File on nodes other than those for which it was issued, except as permitted by Section 2.8;
   

6. Use the Orion Platform to develop a competing product or service;
   

7. Use the Orion Platform software, its source code, the Documentation, or Licensor’s Confidential Information to train, fine-tune, or otherwise develop any artificial intelligence or machine learning model, algorithm, or system without Licensor’s prior written consent. This restriction does not limit Licensee’s use of the Orion Platform to run its own Workloads, including Workloads that train, fine-tune, or serve models on Licensee’s own data; or
   

8. Remove, alter, or obscure any proprietary notice, label, or mark on the Orion Platform or Documentation.

3. Fees, Payment, and Core Count

3.1 Fees and Orders

Fees are stated in the applicable Order. Unless the Order states otherwise:

1. Subscription fees are paid in full up front for the term.
   

2. Multi-Year Term fees are paid in full up front or, where the Order says the term is funded annually, in annual installments billed on each anniversary of the Order date.
   

3. A Perpetual license is a one-time license fee.
   

4. On-Demand fees are paid up front for each On-Demand Balance, in the amounts stated in the Order (see Section 3.10).

3.2 Activation

For purchases made directly from Licensor, Licensor issues the License File after payment has cleared. For purchases made through an Authorized Reseller, Licensor issues the License File on receipt of the Authorized Reseller’s purchase order. For purchases made through a Marketplace, Licensor issues the License File on confirmation of the Marketplace order. Licensor has no obligation to issue a License File before then.

3.3 Payment Terms

Unless the Order states otherwise, payment is due within thirty (30) days of the Order date (“Net 30”). An Order may specify Net 45 terms. Where Licensee buys through an Authorized Reseller or Marketplace, the payment terms between Licensee and that party apply instead. For purchases made directly from Licensor, Licensee shall notify Licensor in writing of any good-faith invoice dispute within thirty (30) days after receiving the invoice, and shall pay all undisputed amounts when due.

3.4 Non-Cancelable, Non-Refundable

All fees are non-cancelable and non-refundable once the License File is issued. For a Multi-Year Term funded annually, Licensee’s obligation to pay every annual installment for the full term is non-cancelable. This policy reflects that Licensor provisions licensed infrastructure capacity when it issues a License File. If Licensee fails to pay an annual installment when due and does not cure within thirty (30) days after written notice, all remaining installments for the term become immediately due.

3.5 Refund Exceptions

Fees are refundable only (a) if Licensee terminates a Subscription, Multi-Year Term, or On-Demand license under Section 13.3 for Licensor’s uncured material breach, in which case Licensor will refund the prepaid fees for the period after the effective termination date, calculated pro rata; and (b) as provided in Section 11.3.

3.6 Software Maintenance

A Perpetual license includes Updates and Standard support for the initial period stated in the Order (the “Included Period”). Software Maintenance begins when the Included Period ends, runs for the term stated in the Order, and may be renewed for further terms. Licensee must have Software Maintenance to keep receiving Updates and Standard support after the Included Period. It is calculated by reference to the license fee stated in the Order for the Perpetual license, and is priced as stated in that Order or, for renewal terms, in Licensor’s then-current terms. Software Maintenance is billed in arrears unless Licensee elects a prepaid term. If Software Maintenance lapses, the Perpetual license continues and the installed version continues to operate, but Licensee receives no Updates, support, or new License Files. Reinstating lapsed Software Maintenance requires payment for the lapsed periods and a reinstatement fee at Licensor’s then-current terms.

3.7 Late Payment

Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. If an amount is overdue, Licensor may, on written notice, suspend delivery of License Files, Updates, support, and renewals until the amount is paid. Suspension does not relieve Licensee of its payment obligations.

3.8 Peak Core Attestation and True-Up

1. Attestation. Before the end of each Subscription or Multi-Year Term, and before each Software Maintenance renewal, Licensee shall give Licensor a written attestation of its Peak Core Count for the preceding twelve (12) months, or for the term if shorter.
   

2. Tolerance. Licensor will not charge for Managed Cores above the Licensed Cores up to the tolerance stated in the Order.
   

3. True-up. If the Peak Core Count exceeds the Licensed Cores by more than that tolerance, Licensee shall pay for all Managed Cores above the Licensed Cores at Licensor’s then-current list rate for the applicable license type, calculated for the look-back period stated in the Order. True-up charges are assessed at renewal, and Licensor will not invoice them mid-term. For a Perpetual license, Licensee shall purchase additional Licensed Cores at Licensor’s then-current terms to cover any Peak Core Count above the licensed ceiling.
   

4. No attestation. If Licensee does not provide an attestation, the Licensed Cores remain the maximum licensed number of Managed Cores, and renewal will be quoted at that number.
   

5. Accuracy. An attestation must be accurate. A materially inaccurate attestation is a material breach of this Agreement.

3.9 Taxes and Currency

All fees are exclusive of applicable taxes. Licensee is responsible for all sales, use, value-added, and similar taxes arising from its purchase, excluding taxes on Licensor’s net income. Fees are stated and payable in U.S. dollars unless the Order states otherwise.

3.10 On-Demand Balance

An On-Demand license is purchased as a prepaid fill of Managed Core Hours (an “On-Demand Balance”). Licensor issues the On-Demand Balance in a License File, and Licensee then runs the Orion Platform on its own without reporting to Licensor. When Licensee needs more Managed Core Hours, it purchases a top-up. An On-Demand Balance is valid for the period stated in the Order. Managed Core Hours unused at the end of that period expire and are not refundable, credited, or carried forward. The Orion Platform does not report Licensee’s use to Licensor, and Licensor does not track it, so Licensee is responsible for monitoring its use against its On-Demand Balance and for buying a top-up before it is needed. The Orion Platform does not stop Workloads when an On-Demand Balance runs out (see Section 2.5), but use beyond the purchased On-Demand Balance is not licensed, and Licensee shall purchase a top-up that covers it.

4. Resellers and Marketplaces

4.1 Purchases Through Authorized Resellers

If Licensee buys through an Authorized Reseller, pricing, invoicing, and payment are between Licensee and that Authorized Reseller. An Authorized Reseller is independent of Licensor and is not Licensor’s agent. It has no authority to modify this Agreement, to agree to an Addendum, or to make any warranty, service commitment, or other promise on Licensor’s behalf. This Agreement governs Licensee’s and User’s use of the Orion Platform in all cases.

4.2 Licensor Obligations and Information Sharing

Unless the Order states otherwise, Licensor delivers the support included with or purchased for the license. Licensor may share the Licensed Scope, expiration dates, and renewal information with the Authorized Reseller that sold the license, so the two can coordinate renewals and notices.

4.3 Reseller Non-Payment

Licensor may decline to issue, reissue, or renew a License File for which the Authorized Reseller has not paid Licensor. Licensor will not terminate a license already issued, or suspend its Updates or support, because of an Authorized Reseller’s non-payment if Licensee has paid the Authorized Reseller in full. As between Licensee and an Authorized Reseller, Licensee’s recourse for amounts it has paid the Authorized Reseller is against the Authorized Reseller.

4.4 Cloud Marketplaces

The Marketplace operator’s customer agreement governs the transaction, billing, and payment relationship between Licensee and that operator. This Agreement governs Licensee’s and User’s use of the Orion Platform software, including for Marketplace purchases. If the Marketplace operator’s terms conflict with this Agreement on the use or licensing of the Orion Platform, this Agreement controls. The Marketplace operator is not a party to this Agreement and has no obligations under it. For a private offer, the terms of the offer supplement this Agreement and control only on the specific commercial terms they address, such as pricing, term length, and support tier. Additional Licensed Cores purchased on a Marketplace are purchased through a new offer and do not modify or cancel the existing license. Section 4.5 addresses metering that a Marketplace listing requires.

4.5 Marketplace Metering

If a Marketplace listing requires usage metering as a condition of billing, the Orion Platform deployed from that listing may send metering data to the Marketplace operator as the Marketplace requires. The Orion Platform sends that data to the Marketplace operator and not to Licensor. The Marketplace operator may report usage and purchase information to Licensor as the seller, and Licensor will use that information only for billing, support, account management, and compliance with this Agreement. Fees for a deployment billed this way are billed and paid under the Marketplace operator’s terms and the listing, and Sections 3.1, 3.2, and 3.10 apply to it only to the extent they are consistent with the listing. This Section applies only to a deployment installed from such a listing. Sections 2.4, 3.10, and 7.1 apply unchanged to every other deployment, including every disconnected and air-gapped deployment.

5. Ownership and Intellectual Property

5.1 Licensor Ownership

Licensor retains all right, title, and interest in and to the Orion Platform and all components of it, including all intellectual property rights. Nothing in this Agreement transfers any ownership right to Licensee, User, or any third party.

5.2 No Implied Rights

Except for the limited license expressly granted in Section 2, no other rights or licenses are granted, whether by implication, estoppel, or otherwise.

5.3 Feedback

Licensor may use Feedback without restriction or obligation to Licensee or User. Licensee and User assign to Licensor all right, title, and interest in and to Feedback. Feedback does not include Licensee’s proprietary workflows, infrastructure configurations, or operational data, and nothing in this Section gives Licensor any right to that information. If any assignment of Feedback is not effective under applicable law, Licensee and User grant Licensor a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose.

5.4 Licensee Materials

As between the Parties, Licensee owns and keeps all right, title, and interest in its data, Workloads, and content, and in the output of its use of the Orion Platform, including any artificial intelligence or machine learning model that Licensee develops or trains using its own data and Workloads. Licensor receives no right to any of it, except what Licensee chooses to provide for support under Section 7.2.

6. Third-Party Software and Dependencies

6.1 Third-Party Components

The Orion Platform may interoperate with or require third-party software, libraries, or services (“Third-Party Software”) that Licensee must separately obtain, install, and license. The Documentation may identify material dependencies. Licensor is not responsible for the performance, availability, or licensing of Third-Party Software.

6.2 Licensee Responsibility

Licensee shall comply with all applicable third-party license terms. Licensor makes no representation or warranty about Third-Party Software and is not liable for any issue, loss, or damage arising from Licensee’s use of or reliance on it.

6.3 No Affiliation

The Orion Platform is an independent product developed by Licensor. It is not affiliated with, endorsed by, or sponsored by any provider of Third-Party Software.

6.4 Open Source Components

Components of the Orion Platform may be licensed under open source licenses (“Open Source Components”), which the Documentation or a notice file identifies. Those licenses, and not this Agreement, govern the use of Open Source Components, and nothing in this Agreement restricts rights that they grant. The restrictions in Section 2.10 apply to Licensor’s proprietary software to the extent those licenses permit.

7. Data, Telemetry, Confidentiality, and Security

7.1 No Connection to Licensor

The Orion Platform is designed not to send usage, metering, telemetry, or workload data to Licensor unless Licensee configures it to. In the ordinary course of use, Licensor has no access to Licensee’s environment, workload data, or any data processed through the Orion Platform, and all of it remains in Licensee’s environment. A Marketplace operator may report usage and purchase information to Licensor as the seller, as described in Section 4.5.

7.2 Local Observability

The Orion Platform may include OpenTelemetry or similar instrumentation for Licensee’s own monitoring. The data it produces stays in Licensee’s environment under Licensee’s control. Licensor receives such data only if Licensee chooses to send it, for example a diagnostic bundle attached to a support request. Licensor will use data received this way only to diagnose and resolve the issue and provide support, and will treat it as Confidential Information.

7.3 Account and Transaction Data

Licensor may collect and process information that Licensee, User, an Authorized Reseller, or a Marketplace operator provides or reports in connection with account setup, Orders, billing, and support requests. Licensor handles this information under its Privacy Policy.

7.4 Sensitive and Classified Environments

Licensee is solely responsible for the classification, handling, and protection of its data and environment. Licensor will not ask for classified information. Support delivered in or for a sensitive or classified environment is subject to Licensee’s reasonable security requirements and may be limited by them.

7.5 Confidentiality

Each Party shall use the other Party’s Confidential Information only to perform this Agreement or exercise its rights under it, shall protect it with at least reasonable care, and shall not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective. These obligations do not apply to information that the receiving Party shows (a) is or becomes public through no fault of the receiving Party; (b) was known to it before disclosure; (c) was developed independently without use of the Confidential Information; or (d) was rightfully received from a third party without restriction. A Party may disclose Confidential Information if the law or legal process requires, after giving the other Party prompt notice where the law allows. These obligations continue for three (3) years after this Agreement ends, and for as long as the information remains a trade secret. Licensor’s source code, License Files, and non-public Documentation are Licensor’s Confidential Information, and the pricing in an Order is Confidential Information of both Parties.

8. Representations and Warranties

8.1 Mutual Representations

Each Party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and is a binding obligation of that Party; and (c) its performance will not violate any applicable law or any agreement with a third party.

8.2 Licensor IP Warranty

Licensor represents and warrants that, as of the Effective Date, it owns or has the right to license all intellectual property rights in the Orion Platform necessary to grant the rights in this Agreement.

9. Disclaimers

9.1 As-Is Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ORION PLATFORM IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE ORION PLATFORM WILL MEET LICENSEE’S OR USER’S REQUIREMENTS, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

9.2 Beta Features

Beta, preview, or experimental features are provided “AS IS” without warranty of any kind. They may be incomplete, may contain errors, and may change or be removed at any time without notice.

9.3 Third-Party Software

Licensor makes no representation or warranty about the performance, compatibility, or fitness of any Third-Party Software. Use of Third-Party Software is at Licensee’s sole risk.

9.4 No Guarantee of Savings or Performance

Any estimate of cost avoidance, utilization improvement, hardware reduction, or other performance outcome that Licensor or an Authorized Reseller provides is illustrative and is not a guarantee. Licensor guarantees a specific outcome only if an Addendum signed under Section 15.4 says so expressly. Statements in this Agreement or the Documentation about how the Orion Platform is designed to operate describe its design and are not warranties.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

10.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE LICENSE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (AND, FOR FEES PAID IN ADVANCE FOR MORE THAN TWELVE (12) MONTHS, THE PORTION ALLOCABLE TO THE TWELVE (12) MONTHS IN WHICH THE EVENT OCCURS), WHETHER THOSE FEES ARE PAID TO LICENSOR OR THROUGH AN AUTHORIZED RESELLER OR MARKETPLACE. FOR ANY LICENSE FOR WHICH NO FEES WERE PAID OR PAYABLE DURING THAT PERIOD, THE CAP IS ONE HUNDRED U.S. DOLLARS (US$100). INDEMNIFICATION OBLIGATIONS ARE SUBJECT TO THIS CAP AND ARE NOT A SEPARATE BASIS FOR UNLIMITED LIABILITY.

10.3 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 10 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. THEY APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.4 Exceptions

Nothing in this Section 10 limits (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) liability for willful misconduct or gross negligence; (d) any liability that cannot be excluded or limited by applicable law; (e) Licensee’s obligation to pay fees and true-up charges; or (f) Licensee’s or User’s liability for breach of Section 2.10 or for infringement or misappropriation of Licensor’s intellectual property or Confidential Information.

11. Indemnification

11.1 Licensee and User Indemnification

Licensee and User shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and agents from and against third-party claims, and resulting damages, losses, and expenses (including reasonable attorneys’ fees), arising out of or related to (a) use of the Orion Platform in breach of this Agreement; (b) violation of any applicable law or regulation; (c) unauthorized sharing of a License File, access key, or credential; or (d) any data or content processed by Licensee or User through the Orion Platform.

11.2 Licensor Indemnification

Licensor shall defend, indemnify, and hold harmless Licensee and User from and against third-party claims alleging that the Orion Platform, as provided by Licensor and used in accordance with this Agreement, infringes a third party’s intellectual property right. This obligation does not apply to the extent a claim arises from (a) modification of the Orion Platform by Licensee or User; (b) combination of the Orion Platform with products or services not provided by Licensor; (c) use in violation of this Agreement; or (d) Licensee’s failure to implement an Update that Licensor made available to Licensee and that would have avoided the infringement.

11.3 Infringement Remedies

If the Orion Platform becomes, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may at its option (a) obtain the right for Licensee to continue using it, (b) modify it so it is non-infringing, or (c) if neither is commercially reasonable, terminate the affected license and refund the prepaid fees for the unused portion of the term. For a Perpetual license, the refund is determined by Licensor and Licensee in good faith, taking into account the license fee paid and the period of use, and is addressed in the Order where the Order provides for it. The refund will not exceed the fees paid for the affected license.

11.4 Procedure

The Party seeking indemnification must (a) promptly notify the indemnifying Party of the claim in writing; (b) give the indemnifying Party sole control of the defense and settlement; and (c) reasonably cooperate, at the indemnifying Party’s expense. The indemnifying Party may not settle a claim in a way that imposes liability, obligations, or restrictions on the indemnified Party without its prior written consent, which may not be unreasonably withheld.

12. Updates and Support

12.1 Updates

Licensor makes Updates available to licensees with an active Subscription, Multi-Year Term, or Software Maintenance, and during the Included Period of a Perpetual license. Licensor may release Updates at its discretion. Licensee controls its own upgrade cycle and is not required to install an Update to keep using the version it has deployed. Licensor is not responsible for issues arising from use of an outdated version, including security vulnerabilities fixed in a later Update. Licensee receives no Updates after its entitlement ends.

12.2 Support

Standard support is included for each period in which a license is active under a Subscription or Multi-Year Term, during the Included Period of a Perpetual license, and for any period covered by Software Maintenance. Premium, Professional, and Enterprise support are separately purchased tiers that apply only as stated in the Order. Community Edition includes community support only. Licensor has no obligation to provide support, response times, or availability commitments beyond what the Documentation and the applicable Order state.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues until every license under it has expired or been terminated. The term of each license is determined by its license type under Section 2.2.

13.2 Expiration and Renewal

A Subscription or Multi-Year Term ends on the expiration date in the Order or License File, whether or not the Orion Platform continues to operate technically (see Section 2.5). This Agreement does not auto-renew. Renewal requires a new Order, which is a new contract and not an amendment, and a new License File. Licensor will give expiration notices through the Orion Platform and may copy the Authorized Reseller. Except as the Order states, Licensor is not obligated to renew at the same pricing or terms.

13.3 Termination for Cause

Either Party may terminate this Agreement or an affected license immediately on written notice if the other Party (a) materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice describing it in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings. Failure to pay undisputed fees within thirty (30) days after written notice of non-payment is a material breach.

13.4 No Termination for Convenience

Neither Party may terminate a license for convenience before it ends. A Subscription, Multi-Year Term, On-Demand, or Evaluation license ends when its term or balance period ends, unless it is terminated earlier under Section 13.3. A Perpetual license has no end date and ends only under Section 13.3.

13.5 Effect of Termination or Expiration

On termination or expiration of a license (other than a Perpetual license in good standing), Licensee and User must stop using the Orion Platform under that license and permanently destroy all copies, License Files, and access credentials in their possession or control. Each Party must return or destroy the other Party’s Confidential Information on written request. Expiration or lapse of Software Maintenance does not terminate a Perpetual license. Sections 1, 3 (as to amounts accrued), 5, 6.4, 7.3, 7.5, 9, 10, 11, 13.5, 14, and 15 survive termination or expiration.

14. Government and Public Sector Licensees

14.1 Applicability

This Section applies if Licensee is a government department or agency (federal, state, provincial, or local), or a public university or other publicly funded institution (“Government Licensee”).

14.2 Legal Limits

If applicable law prohibits a Government Licensee from agreeing to a term of this Agreement, including indemnification by Licensee, binding arbitration, attorneys’ fees, interest on late payments, or governing law or venue, that term applies only to the extent the law permits, and the rest of this Agreement is unaffected. Disputes with a Government Licensee are resolved under the law and process that applicable law requires and, where permitted, under Section 15.1.

14.3 U.S. Federal Licensees

If Licensee is a U.S. federal agency, federal law governs this Agreement to the extent it applies. Disputes are resolved under applicable federal procurement law, including the Contract Disputes Act where it applies, and Sections 15.2 and 15.3 do not apply. Payment is governed by the Prompt Payment Act where it applies.

14.4 Commercial Computer Software

The Orion Platform and Documentation are commercial computer software and commercial computer software documentation developed exclusively at private expense. If Licensee is the U.S. Government, its use, duplication, and disclosure of them are governed by this Agreement, as provided in FAR 12.212 and DFARS 227.7202 as applicable, and it receives no greater rights than other licensees.

14.5 Order Controls

If the Order specifies the governing law, dispute resolution process, or other terms for a Government Licensee, the Order controls on those points.

14.6 Public Records

Nothing in this Agreement prevents a Government Licensee from disclosing information that applicable public records or freedom of information law requires it to disclose. Where the law allows, Licensee will give Licensor prompt notice of a request for Licensor’s Confidential Information so Licensor may seek protection.

15. General Provisions

15.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Sections 14 and 15.2, any action arising out of or relating to this Agreement that is not subject to arbitration must be brought exclusively in the state or federal courts located in the State of Delaware, and each Party irrevocably consents to that jurisdiction and venue. TO THE EXTENT ANY ACTION PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

15.2 Dispute Resolution: Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, or its breach, termination, or validity, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. A single arbitrator will conduct the arbitration in Wilmington, Delaware. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Either Party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including for infringement or misappropriation of intellectual property, pending arbitration.

15.3 Attorneys’ Fees

In any arbitration or court proceeding arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs from the non-prevailing Party, in addition to any other relief awarded.

15.4 Order of Precedence and Addenda

Licensor may agree to custom terms in a written addendum signed by both Parties (“Addendum”) and approved in writing by Licensor’s Chief Operating Officer or Chief Executive Officer. If documents conflict, the following order applies: (1) an Addendum; (2) the Order, as to the Licensed Scope, fees, payment terms, and any term the Order expressly says it modifies; (3) the Commercial Terms, as to the matters they address; (4) this Agreement; and (5) the Documentation. Section 4.4 governs conflicts with Marketplace terms. Terms in a purchase order, procurement form, vendor portal, or other document of Licensee or an Authorized Reseller are not part of this Agreement, other than the commercial terms of the Order (Licensed Scope, quantity, fees, term, and payment), unless Licensor accepts them in an Addendum. No verbal statement, email, or informal communication is an Addendum or modifies this Agreement.

15.5 Entire Agreement

This Agreement, together with all Orders and Addenda, is the entire agreement between the Parties on its subject matter and supersedes all prior agreements, representations, and understandings, written or oral.

15.6 Amendments

Licensor may update this Agreement from time to time. An update applies to new Orders and renewals made after the update takes effect. An update takes effect during an existing license term only if Licensee agrees in writing, or if the update is required by law or does not materially reduce Licensee’s rights. Licensor will give at least thirty (30) days’ written notice of any update, which may be given through the Orion Platform, on Licensor’s website, or to the Authorized Reseller.

15.7 Assignment

Licensee and User may not assign this Agreement or any right under it without Licensor’s prior written consent. Licensor may assign this Agreement, with notice to Licensee, to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the Orion Platform, or to an entity under common control with Licensor. An assignment in violation of this Section is void.

15.8 Severability

If a provision of this Agreement is held void, illegal, or unenforceable, the rest of this Agreement continues in full force. The Parties will use reasonable efforts to replace the invalid provision with a valid one that achieves the same intended purpose to the extent applicable law permits.

15.9 Waiver

A failure or delay by either Party in exercising a right is not a waiver of that right, and a waiver of one breach is not a waiver of any later breach. A waiver is effective only if it is in writing.

15.10 Force Majeure

Neither Party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, cyberattacks on third-party infrastructure, or power failures, if the affected Party gives prompt written notice and uses reasonable efforts to resume performance. Force majeure does not excuse payment obligations.

15.11 Export Controls

Licensee and User shall comply with all applicable export control laws and regulations, including restrictions imposed by the United States government. Licensee represents that it is not located in, or acting for any person located in, a country subject to U.S. trade sanctions, and will not use the Orion Platform in violation of any export control law.

15.12 Verification and Audit

Because the Orion Platform does not report usage to Licensor, Licensor verifies compliance as follows:

1. Certification. Licensor may request a written certification of Licensee’s Licensed Cores in use, Peak Core Count, Managed Core Hours used under any On-Demand license, and compliance with Section 2.10. Licensee shall respond within thirty (30) days.
   

2. Audit. If Licensor has a reasonable basis to believe Licensee is not complying, or that an attestation or certification is inaccurate, Licensor may audit the relevant records and License File configuration on at least thirty (30) days’ written notice, no more than once in any twelve (12) month period. The audit takes place during normal business hours, is conducted remotely where practicable, does not unreasonably disrupt Licensee’s operations, and is subject to Licensee’s reasonable security, confidentiality, and clearance requirements.
   

3. Sensitive environments. Licensee is not required to disclose classified information or to export data from a classified or disconnected environment, and may satisfy an audit through an officer’s certification or a review conducted by Licensee’s own personnel.
   

4. Results. If an audit or certification shows use beyond the Licensed Scope, Section 3.8 applies as if the finding were Licensee’s attestation, except that the look-back limit stated in the Order does not apply if Licensee gave a materially inaccurate attestation or certification. Licensor bears the cost of an audit unless it finds material non-compliance, in which case Licensee bears Licensor’s reasonable audit costs.

15.13 No Agency

Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the Parties. Neither Party may bind the other.

15.14 Notices

Notices under this Agreement must be in writing and delivered by (a) personal delivery; (b) certified mail, return receipt requested; (c) recognized overnight courier; or (d) email with written confirmation of receipt. Notices to Licensor go to legal@juno-innovations.com and to 512 Lake Avenue, Lake Worth Beach, FL 33460. Notices to Licensee go to the address or email on file in Licensee’s account or Order.

15.15 Electronic Acceptance

This Agreement may be accepted electronically. Click-through acceptance, submission of a purchase order or payment that references this Agreement, or installation or use of the Orion Platform is binding and has the same legal effect as a handwritten signature.

15.16 No Third-Party Beneficiaries

Except for the indemnified persons named in Section 11, no one other than the Parties has any right under this Agreement. Authorized Resellers and Marketplace operators are not third-party beneficiaries.

15.17 Publicity

Neither Party may use the other Party’s name, logo, or trademarks in publicity without the other Party’s prior written consent, except as an Order or Addendum provides.

Juno Innovations Group, Inc. | 512 Lake Avenue, Lake Worth Beach, FL 33460 | legal@juno-innovations.com