Sophelio Enterprise End‑User License Agreement (EULA)

Version 1.0, Published on 12/10/2025

THIS ENTERPRISE END‑USER LICENSE AGREEMENT (“Agreement” or “EULA”) is a legally binding contract between Sophelio (“Licensor”) and the individual/entity accepting this Agreement (“Customer”). This Agreement governs Customer’s installation, access, and use of Sophelio’s software, modules, APIs, integrations, and documentation (“Software”).

1. DEFINITIONS
   1.1 “Authorized Users” means Customer’s employees and contractors who are permitted to use the Software.
   1.2 “Customer Data” means all data provided by Customer or generated through permitted use of the Software.
   1.3 “Documentation” means user guides, manuals, technical specifications, and support materials.
   1.4 “Subscription Term” means the period during which Customer is licensed to use the Software.
   1.5 “Support Services” means technical support provided pursuant to the Sophelio Technical Support Policy and SLA.
   1.6 “Updates” means patches, bug fixes, security updates, and minor enhancements.
   1.7 “Upgrades” means major versions or feature expansions that Sophelio may make available for additional fees.
2. LICENSE GRANT
   2.1 License. Subject to payment and compliance with this Agreement, Sophelio grants Customer a non‑exclusive, non‑transferable license to:
   (a) install and use the Software internally;
   (b) permit Authorized Users to use the Software;
   (c) integrate with Sophelio‑approved APIs.

2.2 Scope. Unless otherwise agreed in writing:

• License is limited to the number of seats, nodes, or CPU/GPU instances purchased.
• Use is restricted to internal business purposes.

1. LICENSE RESTRICTIONS
   Customer shall NOT:
   (a) sublicense, sell, rent, lease, or provide the Software to third parties;
   (b) reverse engineer, decompile, or derive source code;
   (c) circumvent security, access restrictions, or usage limits;
   (d) modify or create derivative works of the Software;
   (e) use Software to build competing software or models;
   (f) remove proprietary notices;
   (g) use Software in violation of export laws.
2. ENTERPRISE SECURITY & DATA HANDLING
   4.1 Security Program. Sophelio maintains administrative, technical, and physical safeguards consistent with industry standards (SOC 2/ISO 27001-level).
   4.2 Access Controls. Access to Customer environments is restricted, logged, monitored, and reviewed.
   4.3 Data Residency. EU-only hosting is available for Enterprise customers.
   4.4 Data Separation. Customer Data is logically segregated and isolated.
3. SOFTWARE DELIVERY & DEPLOYMENT
   5.1 Delivery. Software may be delivered as SaaS, container image, on‑premises build, or hybrid deployment.
   5.2 Customer Responsibilities. Customer is responsible for:

• network infrastructure,
• device security,
• configuration settings,
• proper training of Authorized Users.

1. SUPPORT, SLA & UPDATES
   6.1 Support. Support levels are set forth in Sophelio’s SLA and Technical Support Policy.
   6.2 Scheduled Maintenance. Sophelio may perform maintenance during published windows.
   6.3 Updates. Sophelio may provide Updates at its discretion.
   6.4 Upgrades. Upgrades may require additional fees or new agreements.
2. FEES & PAYMENT
   7.1 Fees. Customer will pay the fees specified in the applicable order form or enterprise agreement.
   7.2 Late Payments. Overdue amounts accrue interest at the maximum allowable rate.
3. INTELLECTUAL PROPERTY
   8.1 Ownership. Sophelio retains all rights to the Software.
   8.2 Feedback. Customer grants Sophelio a worldwide, perpetual, irrevocable license to use feedback.
4. CUSTOMER OBLIGATIONS
   Customer shall:

• maintain compliance with this EULA,
• ensure Authorized Users comply,
• implement reasonable security measures on its systems,
• not introduce malware or vulnerabilities into Sophelio systems.

1. CONFIDENTIALITY
   Both parties shall treat all non‑public information exchanged as confidential.
2. DATA PROTECTION
   11.1 Privacy Policy. Sophelio’s Privacy Policy applies to Customer Data.
   11.2 DPA. If Sophelio processes personal data on behalf of Customer, the Data Processing Addendum governs such processing.
3. WARRANTY DISCLAIMER
   THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, OR ERROR‑FREE OPERATION.
4. LIMITATION OF LIABILITY
   13.1 Cap. Sophelio’s total liability is limited to amounts paid by Customer in the prior 12 months.
   13.2 Exclusion. Sophelio shall not be liable for:

• indirect, special, punitive, or consequential damages,
• loss of profits,
• loss of data,
• business interruption.

1. INDEMNIFICATION
   Customer will indemnify Sophelio against claims arising from:

• unauthorized use,
• breach of this EULA,
• violation of law,
• misuse of Software in regulated or high‑risk environments.

1. TERM & TERMINATION
   15.1 Term. This Agreement remains in effect during the Subscription Term.
   15.2 Termination for Cause. Either party may terminate for material breach after 30 days’ notice.
   15.3 Post‑Termination Obligations.

• Customer must stop using the Software.
• Customer must delete all copies.
• Sophelio may disable access.

1. EXPORT & COMPLIANCE
   Customer agrees to comply with U.S. and international export laws. The Software may not be used in embargoed countries or by prohibited persons.
2. HIGH‑RISK USE DISCLAIMER
   The Software is not designed for:

• life support,
• safety‑critical systems,
• nuclear facilities,
• autonomous weaponry.

1. GOVERNING LAW
   This Agreement is governed by the laws of Texas. Venue is exclusive in Travis County, Texas.
2. GENERAL
   19.1 Entire Agreement. This EULA, SLA, Support Policy, and Order Forms constitute the entire agreement.
   19.2 Amendments. Sophelio may modify this EULA with notice.
   19.3 Assignment. Customer may not assign without consent.
   19.4 Waiver. Failure to enforce rights does not constitute waiver.

END OF AGREEMENT