StruXure.co End User License Agreement

UPDATED SEPTEMBER 2025:

This Agreement is entered into by and between Kinetech Cloud, LLC, a limited liability company organized under the laws of Texas, having principal offices at 110 E Houston St. San Antonio, TX 78205 ("Licensor" or "Kinetech") and [licensee name] ("Licensee").

By accessing or using the StruXure.co Software, you agree to be legally bound by this Agreement on behalf of Licensee. By accessing or using the Software, you represent and warrant to Kinetech that you have the authority to enter into this Agreement on behalf of Licensee.

Kinetech and Licensee may be referred to as a "Party" and collectively as the "Parties".

1. Definitions

Acceptance means confirmation of acceptance by Kinetech to Licensee, which may be evidenced by written notice or by sending an invoice. An Accepted Order Form is one that has obtained Kinetech's Acceptance.
Affiliate means, with respect to a Party, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party.
Agreement means this license agreement, together with any of its addenda or exhibits.
Documentation means the user guides, manuals, instructions, specifications, notes, and other materials related to the Software, its use, operation or maintenance.
Feedback means any suggestions, ideas, enhancement requests, recommendations, or feedback regarding the Licensed Materials or Support Services.
Licensed Software means the Software specified in an Accepted Order Form, any license files, and any Updates and Upgrades provided by Kinetech to Licensee.
Order Form means a document or other objective indication that confirms Licensee's order with Kinetech for Licensed Software under this Agreement.
Permitted Devices means computers, virtual machines, servers or other devices, either on-premise or hosted in a public or private cloud, that are owned, or exclusively reserved for use, by Licensee.
Product means the computer software and any associated data, content, and/or services identified in the applicable Order Form, including any updates, upgrades, or new releases.
Proprietary Rights means all intellectual property and proprietary rights throughout the world, including patents, copyrights, trademarks, and trade secrets.
Services means any Support Services or Implementation Services.
Software means the version of the StruXure.co platform set forth in an Accepted Order Form, in source and binary form.
Support Services means the support and maintenance services provided by Kinetech.
Update means any error correction, change, modification, revision or enhancement of the Licensed Software.
Upgrade means any error correction, change, modification, revision or enhancement of the Licensed Software which is designated by an increase of the first or second number of a specific Licensed Software release.
User means Licensee, its Affiliates, and any person authorized by the Licensee to access and use the Product.
Licensee Data means all data, records, files, or content that is input or uploaded by Licensee or its Users using the Product. Licensee Data is Confidential Information of the Licensee.

2. Licenses and Restrictions

2.1 License Grant

Kinetech grants Licensee a nonexclusive, worldwide, nontransferable, non-sublicensable license to install, operate and use the Licensed Software solely on Permitted Devices in accordance with the usage purchased on an Accepted Order Form. This license is solely for use in support of the internal operations of Licensee's and its Affiliates' businesses.

2.2 Licensee Data

Licensee is and will continue to be the sole and exclusive owner of all Licensee Data. Kinetech is granted a nonexclusive, nontransferable, revocable license to reproduce and use Licensee Data solely for the purpose of, and to the extent necessary for, performing Kinetech's obligations under this Agreement. Kinetech will not access, use, or disclose Licensee Data for any purpose other than as necessary for providing the Product and Services to Licensee.

2.3 Restrictions

Licensee and any other User of the Licensed Materials may not:

Copy the Licensed Materials, in whole or in part.
Distribute copies of Licensed Materials, in whole or in part, to any third party.
Modify, adapt, translate, make alterations to or make derivative works based on Licensed Materials.
Except as permitted by Law, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, algorithms or the underlying structure of the Product.
Use, rent, loan, sub-license, lease, or distribute any part of the Licensed Materials to third parties.
Use the Licensed Materials to act as a consultant, service bureau, or application service provider.
Permit access of any kind to the Licensed Materials to any third party.

3. Ownership

The Licensed Software is licensed to Licensee, not sold. The Licensed Software and any intellectual property rights in it remain at all times with Kinetech, its Affiliates, or its licensors. Kinetech retains all right, title and interest in and to the Licensed Materials, including all Proprietary Rights therein.

4. Fees and Payment

License fees and, if applicable, fees for Services, are due and payable under this Section 4. Kinetech shall provide Licensee with an invoice for fees promptly after or at the time of Acceptance of an Order Form. Unless otherwise agreed, Licensee shall pay all undisputed invoices within 30 calendar days. Any late payment may be assessed interest at the rate of 1% compound interest per month or the highest rate allowed by law, whichever is lower.

5. Support and Updates

Kinetech will provide Support Services as described in the Order Form. License fees paid for a license include Support Services during the applicable License Term. During the License Term, Kinetech shall provide or make Updates available to Licensee at no additional cost. If Licensee is entitled to Support Services, Kinetech shall, when and if they become available, provide or make Upgrades available to Licensee at no additional cost.

6. Warranties and Disclaimers

6.1 Warranties

Each Party represents and warrants to the other Party that the execution, delivery and performance of this Agreement is within its powers and has been duly authorized.

6.2 Disclaimer of Warranties

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, KINETECH DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INTERFERENCE, NON-INFRINGEMENT, TITLE, ACCURACY, MERCHANTABILITY, QUALITY, SYSTEM INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSED SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". Kinetech does not warrant that the Licensed Materials will meet Licensee's requirements or that the operation of the Product will be uninterrupted or error-free.

6.3 Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOSS OF BUSINESS OR DATA. EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY WILL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID OR PAYABLE FOR A YEAR UNDER THIS AGREEMENT TO KINETECH.

7. Indemnification

Kinetech shall defend any claim, suit or proceeding brought against Licensee that is based upon the allegation that Licensee's use of the Software as permitted under this Agreement infringes a third party's intellectual property or proprietary right. This Section 7 constitutes Licensee's sole and exclusive remedy, and Kinetech's sole and exclusive obligation, for any actual or alleged intellectual property infringement.

8. Term and Termination

8.1 Term

This Agreement is effective as of the date of Kinetech's Acceptance of an initial Order Form and continues until terminated as permitted herein. The License Term is set forth in the applicable Accepted Order Form.

8.2 Termination for Cause

Either Party may terminate this Agreement for cause by written notice to the other Party if such other Party breaches any provision and such breach is incurable or, if curable, is not cured within 30 days after written notice.

8.3 Effect of Termination

Upon expiration or termination, Licensee must immediately destroy all copies of the Licensed Software and other tangible or intangible data relating to the Licensed Software. Provisions intended to have effect thereafter, such as those related to ownership, confidentiality, and limitations of liability, will survive the expiration or termination of this Agreement.

9. Miscellaneous

Governing Law and Jurisdiction: This Agreement is governed by and shall be construed and interpreted in accordance with Texas law. The Parties consent to the exclusive jurisdiction of the courts of Bexar County, Texas.
Relationship of Parties: The relationship between the Parties is that of independent contractors.
Entire Agreement: This Agreement, Exhibits, and all Order Forms reflect the entire understanding between the Parties with respect to its subject matter and supersedes all prior communications.
Assignment: Licensee shall not assign or delegate this Agreement without the prior written consent of Kinetech. Kinetech may assign this Agreement to any of its Affiliates.
Notices: All notices must be made in writing. Kinetech's address for notices is: Kinetech Cloud, LLC, 110 E Houston St. San Antonio, TX 78205.
Audit: Licensee will permit Kinetech to review its relevant records to ensure compliance with this Agreement.
Confidentiality Period: The obligations of non-disclosure will expire five years from the date first disclosed, except with respect to any Confidential Information that constitutes a trade secret, for which the obligations will survive as long as it remains a trade secret.
Export Compliance: Licensee shall not, directly or indirectly, export, re-export, or transfer the Licensed Software in a manner that violates export laws. Kinetech may reference Licensee as a customer on its website or in any marketing materials by using Licensee's trade name, trademark, logo and/or symbol, subject to Licensee's brand guidelines.

StruXure.co EULA

End User License Agreement

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