Software License Agreement

§ 1Definitions

"Veklom", "we", "us", or "our" means Veklom and any successor entity, including any affiliate that licenses the Software on its behalf.

"Customer", "You", or "Your" means the legal entity that has agreed to this Agreement and is identified on the applicable Order Form, invoice, or subscription record.

"Software" means the source code, compiled artifacts, configuration files, documentation, and updates made available by Veklom under this Agreement, including any successor versions provided during an active Subscription.

"Order Form" means a written ordering document or a Stripe-issued invoice referencing this Agreement, specifying the Subscription Tier, billing cycle, and effective date.

"Subscription" means an active, paid right to receive Updates and Support during a billing cycle (monthly or annual).

"Subscription Tier" means Sovereign · Standard, Sovereign · Pro, Sovereign · Enterprise, or any other tier offered by Veklom on the Order Form.

"Acquired Version" means the version of the Software delivered to You at the moment Your Subscription becomes Inactive, governed by the perpetual-license terms in Section 3.

"Customer Environment" means the infrastructure, networks, hardware, virtualization, operating systems, databases, and dependencies operated by You into which the Software is deployed.

"Customer Data" means data that You, Your end users, or Your applications transmit to or process through the Software in the Customer Environment.

§ 2License Grant & Scope

Subject to the terms of this Agreement and Your timely payment of all Fees, Veklom hereby grants You a non-exclusive, non-transferable, non-sublicensable, worldwide license to:

1. Install and use the Software solely on infrastructure owned, leased, or controlled by You for Your internal business purposes;
2. Modify the Software solely for the purpose of internal use, integration, security review, performance tuning, or compliance evidence collection;
3. Operate the Software for the benefit of Your own end users, employees, contractors, and customers, provided that You remain responsible for their compliance with this Agreement;
4. Make a reasonable number of backup copies of the Software for disaster-recovery and continuity purposes;
5. Receive Updates, version upgrades, and Support corresponding to Your active Subscription Tier as described in the public Engagement section of the Veklom website.

The license granted under this Section is limited to the specific Subscription Tier identified on Your Order Form and the corresponding entitlements published on the Veklom website at the time of execution. Tier-specific entitlements (such as white-label rights, custom feature commitments, or pen-test reports) attach only to the Subscription Tier on the Order Form.

§ 3Perpetual License Terms

This Section is the substantive commercial promise of this Agreement and is intended to remain in effect after Subscription cancellation.

3.1 Perpetual right to the Acquired Version

Upon any termination of Your Subscription — whether by cancellation, non-renewal, or material breach by Veklom — You retain a perpetual, worldwide, non-exclusive license to continue using, operating, modifying, and hosting the Acquired Version of the Software. This license survives termination of Your Subscription and is not revocable by Veklom except for Your material breach of Section 4 (Restrictions), Section 14 (Export Control), or the Acceptable Use Policy.

3.2 No further Updates after Subscription ends

The perpetual license in Section 3.1 grants You the Acquired Version only. It does not entitle You to subsequent Updates, version upgrades, security patches, or Support unless You maintain or resume an active Subscription.

3.3 Operational continuity

The Acquired Version may be operated by You without limitation in time, geographic scope (subject to Section 14), or use case (subject to the Acceptable Use Policy). Veklom's discontinuation of business does not terminate Your right to operate the Acquired Version.

§ 4Restrictions

You shall not, and shall not permit any third party to:

1. Redistribute the Software in source or compiled form to any third party other than Your own employees, contractors, and end users operating the Software within Your environment under appropriate confidentiality obligations;
2. Operate the Software as a hosted service for unrelated third parties on a multi-tenant basis (a so-called "competing SaaS" deployment), except as expressly permitted under the white-label rights of Sovereign · Pro and Enterprise tiers and within the scope of those rights;
3. Remove, alter, or obscure any copyright, trademark, or attribution notices contained in the Software;
4. Use the Software for the prohibited purposes enumerated in the Acceptable Use Policy, which is incorporated herein by reference;
5. Sublicense or transfer the rights granted hereunder, except by operation of law in connection with a corporate merger, acquisition, or asset sale, with prior written notice to Veklom;
6. Use Veklom's name, trademarks, or insignia for marketing or endorsement purposes without prior written consent, except as expressly permitted in mutually approved customer-reference programs.

§ 5Fees, Billing & Taxes

5.1 Subscription Fees

Subscription Fees are payable in advance in accordance with the cycle (monthly or annual) on the Order Form. Annual prepayment receives a discount equal to two months free, calculated as (Monthly Fee × 10).

5.2 Late payment

Subscription Fees not received by the due date accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Veklom may suspend Updates and Support, but not the perpetual license to the Acquired Version, for payment past 30 days due.

5.3 Taxes

All Fees are stated exclusive of taxes. You are responsible for sales, use, value-added, and similar transaction taxes imposed on the transaction other than taxes on Veklom's net income. Where required, Veklom will collect and remit applicable taxes through Stripe Tax or its successor.

5.4 Price changes

Veklom may modify Subscription Fees with at least 60 days' written notice prior to the start of a renewal cycle. You may decline a Fee increase by canceling Your Subscription before the renewal date, in which case the Acquired Version perpetual license under Section 3 applies. Multi-year prepaid Subscriptions are not subject to mid-term Fee changes.

§ 6Customer Obligations

You agree to:

1. Operate the Software in compliance with all applicable laws, regulations, and industry standards governing Your business;
2. Maintain the security, integrity, and confidentiality of any credentials, API keys, and configuration secrets used to operate the Software;
3. Promptly install Updates that Veklom designates as security-critical;
4. Notify Veklom in writing of any actual or suspected security incident materially affecting the Software within 72 hours of discovery;
5. Provide accurate billing and contact information and notify Veklom of changes;
6. Cooperate reasonably with Veklom's diagnostic efforts when seeking Support, including providing logs, configuration excerpts, and reproducing scenarios in a controlled environment.

§ 7Deployment Responsibility

The Software is delivered as source code and compiled artifacts. The customer is solely responsible for installation, configuration, network architecture, hardening, deployment topology, scaling, monitoring, backup, disaster recovery, and operational availability of the deployed environment. Veklom does not operate the customer environment, does not have access to it, and does not guarantee its availability, performance, or fitness for any specific workload.

This is the structural design of the product. We sell software; You sell a service to Your end users. The line between Veklom's responsibility and Your responsibility is the boundary of the source code we deliver. What happens once the Software is running in Your environment is governed by Your operational practices, not by ours.

7.1 No remote access by default

Veklom has no remote access, no telemetry, no call-home, and no analytics ingress into Your deployment. Any diagnostic data shared with Veklom for Support purposes must be provided by You and is at Your sole discretion.

§ 8Compliance Responsibility

The Software provides engineering primitives that enable compliance with HIPAA, PCI-DSS, SOC 2, GDPR, FedRAMP, CMMC, and similar regimes. Provision of these primitives does not constitute compliance. Compliance is the result of (i) the engineering primitives, (ii) Your policies, (iii) Your audit cycle, (iv) Your training, and (v) Your governance.

You acknowledge and agree:

1. You are solely responsible for determining whether the Software, as configured and deployed by You, meets Your regulatory obligations;
2. Veklom does not provide legal, regulatory, medical, financial, or accounting advice, and any compliance-mapping documentation provided by Veklom is informational only and does not constitute such advice;
3. You are responsible for executing Business Associate Agreements (HIPAA), Data Processing Agreements (GDPR), and equivalent contracts with Your end users, customers, and downstream processors;
4. For self-hosted deployments, no Customer Data flows to Veklom; You are the Controller or Covered Entity for all such data, and Veklom is neither a Processor nor a Business Associate unless separately and explicitly contracted as such;
5. Audit findings, regulator inquiries, fines, or penalties resulting from Your operation of the Software, the configuration You select, or the policies You enforce are Your responsibility, not Veklom's.

§ 9Customer Data & Security

For self-hosted deployments:

1. Veklom does not receive, store, process, or transmit Customer Data;
2. Veklom does not have access to Your databases, message queues, file storage, or runtime memory;
3. You are the Controller (under GDPR), Covered Entity (under HIPAA), Data Owner (under PCI-DSS), or equivalent role under applicable law for all Customer Data;
4. Security incidents affecting Customer Data within the Customer Environment are Your sole responsibility to investigate, report, and remediate, and Veklom has no notification obligations to regulators or data subjects with respect to such incidents.

If You provide Customer Data to Veklom for diagnostic purposes (for example, logs containing fragments of prompt content), You represent and warrant that You have the legal authority to do so and that doing so does not violate Your obligations to data subjects or regulators. Veklom will treat such diagnostic data as Your Confidential Information and will delete it within thirty (30) days of resolving the diagnostic engagement.

§ 10Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, AND ABSENCE OF DEFECTS OR ERRORS. VEKLOM DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM ATTACK, OR THAT IT WILL MEET ANY SPECIFIC LATENCY, THROUGHPUT, OR ACCURACY TARGETS IN YOUR ENVIRONMENT. ANY PERFORMANCE BENCHMARKS, COMPLIANCE MAPPINGS, OR ARCHITECTURAL CLAIMS PROVIDED ON THE VEKLOM WEBSITE OR IN DOCUMENTATION ARE INDICATIVE AND NOT GUARANTEED.

Some jurisdictions do not allow the exclusion of certain implied warranties. To the extent such exclusions are not permitted, the disclaimers above apply to the maximum extent permitted by applicable law.

§ 11Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VEKLOM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO VEKLOM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR FIVE THOUSAND U.S. DOLLARS (US$5,000), WHICHEVER IS GREATER.

IN NO EVENT SHALL VEKLOM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER OR NOT VEKLOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section 11 apply even if any limited remedy fails of its essential purpose. The Parties acknowledge that the Fees reflect the allocation of risk set forth in this Agreement and that the limitations on liability are an essential element of that allocation.

§ 12Indemnification

12.1 Customer indemnification of Veklom

You agree to defend, indemnify, and hold harmless Veklom and its officers, directors, employees, contractors, and affiliates from and against any third-party claim, demand, suit, or proceeding, and any related liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Your use, configuration, deployment, or operation of the Software;
2. Customer Data and any allegation that Customer Data violates third-party rights or applicable law;
3. Your breach of Section 4, Section 14, or the Acceptable Use Policy;
4. Your violation of applicable law in connection with Your operation of the Software;
5. Acts or omissions of Your employees, contractors, end users, or other persons within Your organization or under Your direction.

12.2 Veklom IP-infringement indemnification (limited)

Veklom will defend You against any third-party claim alleging that the Software, as delivered by Veklom, infringes a valid United States patent, copyright, or trade secret of a third party, and will pay damages finally awarded against You by a court of competent jurisdiction or finally agreed in settlement. This obligation does not apply to claims arising from (i) Your modifications to the Software, (ii) Your combination of the Software with materials not provided by Veklom, (iii) use of the Software outside the scope of this license, or (iv) any version other than the most recent Update at the time of the alleged infringement. Veklom's total liability under this Section 12.2 is subject to the limits in Section 11. This is Veklom's sole obligation, and Your sole remedy, with respect to any claim of infringement.

§ 13Term & Termination

13.1 Term

This Agreement begins on the effective date of Your first Order Form and continues so long as You hold an active Subscription, plus the perpetual license described in Section 3.

13.2 Termination for convenience

You may cancel Your Subscription at any time. Cancellation takes effect at the end of the current billing cycle. The current cycle's Fees are non-refundable, subject to the Refund & Cancellation Policy.

13.3 Termination for cause

Either Party may terminate this Agreement immediately upon written notice if the other Party (i) materially breaches this Agreement and fails to cure within thirty (30) days of written notice describing the breach, or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy. Material breaches by Customer include nonpayment, breach of Section 4, breach of Section 14, or violation of the Acceptable Use Policy.

13.4 Effect of termination

On termination of the Subscription, Updates and Support cease immediately. The perpetual license to the Acquired Version under Section 3 survives unless this Agreement is terminated by Veklom for Customer's material breach of Section 4, Section 14, or the Acceptable Use Policy, in which case the perpetual license also terminates and Customer must cease all use of the Software within thirty (30) days.

§ 14Export Control & Sanctions

The Software may be subject to United States Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR) where applicable, and similar laws of other jurisdictions.

You represent and warrant that You will not, directly or indirectly:

1. Export, re-export, transfer, or release the Software to any country, entity, or individual subject to comprehensive U.S. economic sanctions, including but not limited to Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic;
2. Provide the Software to any party identified on the U.S. Department of the Treasury Office of Foreign Assets Control's Specially Designated Nationals List, the U.S. Department of Commerce Entity List, or any equivalent restricted-party list;
3. Use the Software in connection with the design, development, production, or use of weapons of mass destruction, including nuclear, chemical, biological, or missile-system applications, except as expressly authorized under license from the United States Government and any other applicable government.

§ 15Intellectual Property

Veklom and its licensors retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. The license granted under this Agreement is a license, not a sale, and no ownership interest in the Software transfers to You.

Modifications You make to the Software for Your internal use under Section 2 are owned by You with respect to the modifications themselves; however, the underlying Software remains the property of Veklom, and You may not extract Veklom's copyrighted code from Your modifications and redistribute it independently.

Feedback, suggestions, or improvement ideas You provide to Veklom regarding the Software are non-confidential and may be used by Veklom for any purpose without compensation or attribution.

§ 16Confidentiality

Each Party may disclose to the other Confidential Information, defined as non-public business, technical, financial, or operational information that is marked confidential or that a reasonable person would understand to be confidential. Each Party agrees to (i) protect Confidential Information using at least the same degree of care it uses for its own information of similar importance, but in no event less than reasonable care; (ii) use Confidential Information only as needed to perform under this Agreement; and (iii) restrict disclosure to its employees and contractors who have a need to know and are bound by confidentiality obligations no less stringent than those herein.

Confidentiality obligations survive termination for five (5) years, except that obligations regarding trade secrets continue so long as such information remains a trade secret under applicable law.

§ 17Force Majeure

Neither Party shall be liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, governmental action, internet or telecommunications outages, denial-of-service attacks targeting third-party infrastructure, or strikes. The affected Party shall notify the other promptly and use commercially reasonable efforts to resume performance.

§ 18Dispute Resolution

18.1 Governing law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Arbitration

Any dispute arising out of or related to this Agreement that the Parties cannot resolve through good-faith negotiation within sixty (60) days of written notice shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted in Wilmington, Delaware, in English, before a single arbitrator. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

18.3 Equitable relief

Notwithstanding Section 18.2, either Party may seek equitable relief (including injunction or specific performance) in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18.4 Class action waiver

Disputes shall be resolved on an individual basis only. Neither Party may bring a claim as a plaintiff or class member in any class, collective, or representative action.

§ 19General Provisions

19.1 Entire agreement

This Agreement, together with any executed Order Form, MSA, DPA, BAA, or SOW, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous communications. In case of conflict, the order of precedence is: SOW > Order Form > MSA > this Agreement > DPA / BAA.

19.2 Amendments

Veklom may update this Agreement with at least thirty (30) days' written notice. Material adverse changes, if any, become effective on the next renewal cycle, and You may decline by canceling Your Subscription before that date.

19.3 Assignment

You may not assign this Agreement without Veklom's prior written consent, except by operation of law in connection with a merger, acquisition, or sale of substantially all of Your assets, with prior written notice to Veklom. Veklom may assign this Agreement to a successor or affiliate in connection with a corporate reorganization.

19.4 Notices

Notices to Veklom shall be sent to [email protected]. Notices to You shall be sent to the email address on Your Order Form.

19.5 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

19.6 No waiver

Failure to enforce any provision is not a waiver of future enforcement.

19.7 Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

19.8 Survival

Sections that by their nature should survive termination — including 1, 3, 4, 9, 10, 11, 12, 15, 16, 18, and 19 — shall survive.