END USER LICENSE AGREEMENT (EULA)

Effective Date: 16/12/2024

This End User License Agreement (“Agreement”) is a legally binding agreement between you (“End User,” “you,” or “your”) and Nexwinds Solutions Lda (“Nexwinds,” “we,” “us,” or “our”), a company registered in Portugal, with its principal office at Rua Engenheiro João Tallone, n.º 80, 4470-516 Maia, Porto, Portugal. By downloading, installing, accessing, or using our software or services (collectively, the “Software”), you agree to the terms and conditions of this Agreement.

1. Grant of License

1.1 License

Subject to the terms of this Agreement, Nexwinds grants you a limited, non-exclusive, non-transferable, revocable license to use the Software solely for your internal business purposes.

1.2 Restrictions

You may not:

• Copy, modify, distribute, or create derivative works of the Software, except as explicitly permitted by this Agreement or applicable law.
• Reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.
• Rent, lease, sublicense, or transfer your rights under this Agreement to any third party.
• Use the Software to develop competing products or services.

2. Ownership

The Software is licensed, not sold. All rights, title, and interest in and to the Software, including all intellectual property rights, are and will remain the exclusive property of Nexwinds or its licensors. This Agreement does not grant you any ownership rights in the Software.

3. Authorized Use

3.1 Permitted Users

The Software is licensed for use by your authorized employees, contractors, or agents. You are responsible for ensuring all permitted users comply with the terms of this Agreement.

3.2 Compliance

You agree to use the Software in compliance with all applicable laws, regulations, and third-party rights, including but not limited to intellectual property, data protection, and privacy laws.

4. Support and Updates

4.1 Support Services

Nexwinds may provide technical support and maintenance services for the Software, as specified in a separate Service Level Agreement (SLA).

4.2 Updates and Upgrades

Nexwinds may, at its sole discretion, provide updates or upgrades to the Software. Such updates are subject to the terms of this Agreement unless accompanied by a separate agreement.

5. Fees and Payment

Your use of the Software may be subject to fees specified in a separate agreement, invoice, or order form. You agree to pay all applicable fees in accordance with the payment terms provided.

6. Data and Privacy

6.1 Data Collection

The Software may collect certain data related to its use, as detailed in our Privacy Policy. By using the Software, you consent to such data collection and processing.

6.2 Confidentiality

You agree to maintain the confidentiality of any proprietary information disclosed by Nexwinds and not to disclose such information to any third party without prior written consent.

7. Termination

7.1 Termination by Nexwinds

Nexwinds may terminate this Agreement immediately if:

• You breach any term of this Agreement.
• You engage in unlawful activities while using the Software.

7.2 Termination by You

You may terminate this Agreement by uninstalling and discontinuing all use of the Software.

7.3 Effect of Termination

Upon termination of this Agreement:

• Your license to use the Software will immediately cease.
• You must delete or destroy all copies of the Software in your possession.

8. Disclaimers

8.1 No Warranty

The Software is provided “as is” and “as available,” without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.

8.2 Limitation of Liability

To the maximum extent permitted by law, Nexwinds shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the use of the Software, even if advised of the possibility of such damages.

8.3 Maximum Liability

In no event shall Nexwinds’ total liability under this Agreement exceed the amount paid by you for the Software during the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Nexwinds, its affiliates, and licensors from and against any claims, damages, losses, or expenses (including legal fees) arising out of or related to your use of the Software in violation of this Agreement.

10. Governing Law

This Agreement is governed by and construed in accordance with the laws of Portugal. Any disputes arising from this Agreement shall be resolved exclusively in the courts of Porto, Portugal.

11. Amendments

Nexwinds reserves the right to modify this Agreement at any time. Any changes will be effective upon posting the updated Agreement on our website or notifying you via email. Your continued use of the Software constitutes acceptance of the updated terms.

12. Entire Agreement

This Agreement constitutes the entire agreement between you and Nexwinds regarding the Software and supersedes all prior agreements or understandings.

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.