Enterprise License Agreement

Last Updated: November 12, 2025

1. Grant of License

Subject to the terms of this Agreement and payment of applicable fees, CyberEthix grants Licensee a non-exclusive, non-transferable license to:

• Deploy the SecureNDA Linker platform ("Software") within Licensee's organization
• Use white-label branding features to customize the Software's appearance
• Access source code for customization and integration purposes
• Create derivative works for internal use only

2. License Restrictions

Licensee shall NOT:

• Sublicense, resell, or redistribute the Software to third parties
• Remove or obscure CyberEthix copyright notices in source code
• Use the Software to compete directly with CyberEthix
• Reverse engineer core encryption or security features

3. Licensee's Legal Compliance Responsibility

CRITICAL: Licensee assumes ALL responsibility for legal and regulatory compliance, including:

• Unauthorized Practice of Law (UPL) Compliance: Licensee shall ensure deployment does not violate state UPL statutes
• Attorney Review Requirements: Licensee shall implement policies requiring users to obtain attorney review of all generated documents
• State Bar Approvals: Licensee shall obtain any required approvals from state bar associations (particularly in TX, FL, and other jurisdictions with strict requirements)
• Professional Liability Insurance: Licensee shall maintain adequate E&O insurance coverage for its use of the Software
• End-User Disclaimers: Licensee shall implement appropriate disclaimers, terms of service, and privacy policies for its end users
• Data Privacy Compliance: Licensee shall ensure GDPR, CCPA, and other applicable data protection compliance

4. No Legal Services Provided

CyberEthix is NOT a law firm and does NOT provide legal services. This Agreement is a software license only. Licensee acknowledges:

• The Software is a document management tool, not legal advice
• CyberEthix makes no representations about legal enforceability of generated documents
• AI-generated analysis is experimental and unvalidated
• Licensee must consult its own legal counsel regarding deployment and use

5. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CYBERETHIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that generated documents will be legally enforceable
• Warranties of accuracy or reliability of AI features
• Warranties of compliance with any specific legal or regulatory requirements

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

CyberEthix's total aggregate liability under this Agreement shall not exceed the total license fees paid by Licensee in the 12 months preceding the claim. IN NO EVENT SHALL CYBERETHIX BE LIABLE FOR:

• Indirect, incidental, consequential, or punitive damages
• Legal malpractice claims arising from Licensee's deployment or use
• Regulatory fines, penalties, or bar complaints against Licensee
• Lost profits, business interruption, or reputational harm
• Claims by Licensee's end users regarding document validity or enforceability

7. Indemnification by Licensee

Licensee agrees to indemnify, defend, and hold harmless CyberEthix from all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from or relating to:

• Licensee's deployment or use of the Software
• Claims by Licensee's end users regarding generated documents
• Violations of UPL statutes or legal ethics rules
• Regulatory actions or bar complaints related to Licensee's use
• Data breaches or privacy violations by Licensee
• Licensee's modifications or customizations to the Software

8. White-Label Deployment Rights

Licensee may customize branding, including:

• Replacing CyberEthix logos and branding with Licensee's marks
• Customizing color schemes and styling
• Modifying legal disclaimers and terms of service (subject to approval by Licensee's counsel)

Licensee Responsibility: Any white-labeled deployment must include appropriate disclaimers that the platform is not a law firm and does not provide legal advice.

9. Fees and Payment

License fees are determined based on deployment scope and will be specified in the executed Order Form. Typical enterprise licensing ranges from $10,000 to $50,000+ annually, including:

• Platform license and source code access
• White-label deployment rights
• Technical support and updates
• Documentation and integration assistance

10. Support and Updates

CyberEthix will provide:

• Email support for technical issues (response within 2 business days)
• Security patches and bug fixes
• Quarterly feature updates (at CyberEthix's discretion)
• Documentation for deployment and customization

11. Data Ownership and Privacy

Licensee retains ownership of all data created through the Software. Licensee is solely responsible for:

• Implementing data protection controls
• Obtaining end-user consent for data processing
• Compliance with GDPR, CCPA, and other privacy regulations
• Managing data processing agreements with third parties (e.g., OpenAI for AI features)

12. Intellectual Property

CyberEthix retains all intellectual property rights in the Software. Licensee receives only the license rights explicitly granted in Section 1. Any improvements or derivative works created by CyberEthix remain CyberEthix property.

13. Term and Termination

Term: This Agreement begins upon execution and continues for the subscription period specified in the Order Form (typically 1 year), with automatic renewal unless either party provides 60 days' written notice.

Termination for Cause: Either party may terminate immediately upon material breach if not cured within 30 days of written notice.

Effect of Termination: Upon termination, Licensee must cease using the Software and delete all copies. Sections 3-7 and 11-15 survive termination.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of California. Disputes shall be resolved through binding arbitration administered by JAMS, conducted in San Francisco County, California, with each party bearing its own costs.

15. Entire Agreement

This Agreement, together with any executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements.

16. Contact for Licensing Inquiries

To discuss enterprise licensing, contact:

Email: enterprise@cyberethix.com
Phone: Available upon request
Web: Enterprise Contact Form