1. Introduction

1.1 Overview

This Agreement is entered into between Kyori Technologies ("Kyori", "we", "us", or "our") and you, the user ("User", "you", or "your"), and sets forth the terms and conditions under which you are provided access to our software starter kit known as "Nexus". The provision of Nexus by us under this Agreement is subject to the terms and conditions stated herein.

1.2 Definitions

"Nexus" refers to the specific software starter kit that is provided by us on a one-time purchase basis. "User Content" means all information and data (including text, images, photos, videos, audio, and documents) or any other content, in any format, that you upload, post or otherwise provide or store in connection with or relating to Nexus. "Confidential Information" refers to any data or information, oral or written, treated as confidential that relates to either party's business operations, strategies, clients, technologies, or finances.

2. Services

2.1 Service Provision

Kyori Technologies will provide the User with a copy of their chosen Nexus variant (Nexus, Nexus Pro, Nexus Enterprise, or Nexus Enterprise) upon receipt of payment. The specific variant provided to the User will correspond with the variant they selected and paid for. The User will have lifetime ownership of this copy. Kyori Technologies grants the User a non-exclusive, non-transferable right to use their specific Nexus variant, subject to the terms and conditions of this Agreement.

2.2 Service Availability

Kyori Technologies will make reasonable efforts to ensure that the chosen variant of Nexus is available for download immediately after the purchase. However, there may be occasions when Nexus or when Nexus or its variants will be unavailable due to maintenance, upgrades, or unforeseen circumstances. Kyori Technologies will not be held liable for any damages resulting from such unavailability.

2.3 Service Modification

Kyori Technologies reserves the right to modify or discontinue, temporarily or permanently, any variant of Nexus with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of any Nexus variant.

3. User Obligations

3.1 User Responsibilities

The User is responsible for all activity occurring under their use of Nexus. The User shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with their use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.

3.2 Account Security

The User is responsible for maintaining the security of their account and password. Kyori Technologies cannot and will not be liable for any loss or damage from User's failure to comply with this security obligation.

3.3 Compliance with Laws

The User agrees to use Nexus in compliance with all applicable laws, including local, state, national, and international laws, rules, and regulations. The User shall not, shall not agree to, and shall not authorize or encourage any third party to use Nexus to upload, transmit, or distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or is otherwise objectionable as reasonably determined by Kyori Technologies.

4. Payment Terms

4.1 Fees

Upon agreement to purchase a specific variant of Nexus (Nexus, Nexus Pro, Nexus Enterprise, or Nexus Enterprise), you agree to pay the associated fees as presented at the time of purchase. All fees are non-refundable except as expressly stated in this Agreement.

4.2 Payment

Payment for Nexus and its variants must be made in advance via the payment method provided at the time of purchase. You represent and warrant that you have the legal right to use the payment method provided.

4.3 Refunds

All sales of Nexus and its variants are final. Given the nature of digital content, we do not generally offer a refund or credit on a purchase unless required under applicable consumer law or other relevant consumer protection laws. If you would like to make a warranty claim or request a refund, please contact us with your reason for requesting the refund, and we will assess your request.

5. Limitation of Liability

5.1 Disclaimer of Warranties

Kyori Technologies provides Nexus and its variants "as is" and "as available," without warranty of any kind. We expressly disclaim all warranties, whether expressed or implied, including, but not but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.2 Limitations on Liability

Kyori Technologies, its affiliates, officers, directors, employees, agents, suppliers, or licensors shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use of Nexus and its variants.

5.3 Indemnification

The User agrees to indemnify and hold Kyori Technologies, its affiliates, officers, directors, employees, agents, suppliers, or licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the User's use of Nexus, violation of this Agreement, or violation of any law or the rights of a third party.

6. Software Bugs and Issues

6.1 Bug Reporting and Fixing

While Kyori Technologies strives to provide software that operates correctly, bugs and issues may occur. Users are encouraged to report any bugs or issues encountered while using any variant of Nexus. Kyori Technologies, at its sole discretion, may provide fixes or updates to address reported bugs or issues, but has no obligation to do so.

6.2 Exclusion of Liability for Software Bugs and Issues

Kyori Technologies will not be liable for any loss or damage, whether direct, indirect, special, consequential, or exemplary, arising from any bugs or issues encountered in Nexus or its variants. its variants. This includes, but is not limited to, data loss, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. Users accept and use Nexus and its variants at their own risk.

7. Intellectual Property Rights

7.1 Ownership

All rights, title, and interest in and to Nexus, including all intellectual property rights therein, are and will remain with Kyori Technologies. Nothing in this Agreement gives the User a right to use Kyori Technologies's name or any of its trademarks, logos, domain names, and other distinctive brand features.

7.2 Licenses

Upon purchase of a specific variant of Nexus, Kyori Technologies grants the User a non-exclusive, non-transferable, non-sublicensable license to use the purchased variant for its intended purpose, in accordance with this Agreement. This license does not imply any right to future updates or upgrades of Nexus. Any such updates or upgrades may be provided at Kyori Technologies's sole discretion and may be subject to additional fees.

Kyori Technologies respects the intellectual property rights of others and expects users of Nexus to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

8. Confidentiality

8.1 Confidential Information

Both parties agree that all information received from the other party, including but not limited to, business operations, strategies, clients, technologies, finances, or any other data or information treated as confidential will be considered Confidential Information. Confidential Information will not include information that is publicly known, already known by the receiving party, or information that is received from a third party not bound by a similar confidentiality agreement.

8.2 Protection of Confidential Information

Both parties agree to protect the other’s Confidential Information with the same degree of care they use to protect their own Confidential Information, but not less than reasonable care. Confidential Information will not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law. Confidential Information will only be used as necessary to perform this Agreement.

9. Termination

9.1 Termination by Kyori Technologies

Kyori Technologies may terminate this Agreement at any time if you have breached any provision of this Agreement or if we are required to do so by law. Upon termination, you shall cease all use of Nexus and delete all copies of Nexus that you have all use of Nexus and delete all copies of Nexus that you have downloaded.

9.2 Termination by User

The User may terminate this Agreement at any time by ceasing all use of Nexus and deleting all copies of Nexus. No refund will be provided upon termination of this Agreement by the User.In the event of termination, all sections of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, use restrictions, indemnity obligations, warranties, and limitations of liability.

10. Dispute Resolution

10.1 Governing Law

This Agreement will be governed by and interpreted according to the laws of the jurisdiction where Kyori Technologies is located, without regard to its conflict of law principles.

10.2 Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the arbitration body designated in the jurisdiction where Kyori Technologies is located. The arbitral tribunal shall consist of one arbitrator to be appointed by the arbitration body. The language of the arbitration shall be the same as the language of this Agreement.

11. Miscellaneous Provisions

11.1 Force Majeure

Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by conditions beyond the parties' respective control, including acts of God, civil commotions, strikes, labor disputes, and governmental demands or requirements.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the User and Kyori Technologies with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such regarding such subject matter.

11.3 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.4 Waiver

The failure of Kyori Technologies to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement.

11.5 Notice

Any notices or other communications provided by Kyori Technologies under this Agreement, including those regarding modifications to this Agreement, will be given by Kyori Technologies via email or by posting to the services. Private Limited via email or by posting to the services.

11.6 Assignment

You may not assign this Agreement without the prior written consent of Kyori Technologies, but we may assign or transfer this Agreement, in whole or in part, without restriction.

12. Transition from Previous Licensing Models

12.1 Transitioning to New Variants

Kyori Technologies has transitioned from the previous licensing models - Single Use License and Unlimited Use License - to the new variants of Nexus: Nexus Pro and Nexus Enterprise. Users who purchased a Single Use License will be eligible for Nexus Pro, and those who purchased an Unlimited Use License will be eligible for Nexus Enterprise.

12.2 Benefit to Users

This transition represents an upgrade for users of the previous licenses. The new variants of Nexus, namely Nexus Pro and Nexus Enterprise, offer more features compared to the previous licenses. While these new variants are more expensive, users who purchased the old licenses will gain access to these new features at no additional cost. Kyori Technologies wishes to express gratitude to these users who have supported the product and contributed to its evolution.

12.3 Discontinuation of Old Licenses

The Single Use License and the Unlimited Use License have been discontinued and are no longer available for purchase. Users who purchased these licenses prior to discontinuation will continue to have access to the features corresponding to their new respective variants, Nexus Pro and Nexus Enterprise, subject to the terms of this Agreement.

12.4 No Liability

Kyori Technologies shall not be liable for any loss, damages, or inconvenience that may arise from the discontinuation of the previous licenses or the transition to the new variants of Nexus. Nexus. Users with the discontinued licenses agree to accept the corresponding variant of Nexus and waive any claims against Kyori Technologies related to this transition.