End User License Agreement

The agreement that governs use of the Boreon software. This is the binding text rather than a summary of it.

Updated 2026-08-16

1. The agreement, and how it is accepted

This End User License Agreement, called the Agreement, is a contract between Boreon Industries LLC, called Boreon, and the organisation licensing the Software, called Customer.

Customer accepts the Agreement on the earliest of the following: signing an Order that refers to it, accepting it on screen when the Software is installed or when a user first signs in, or installing, copying, accessing or otherwise using the Software.

A person who does not accept the Agreement must not install, access or use the Software, and must remove any copy already held.

The individual accepting the Agreement represents that they have authority to bind the organisation named in the Order. Where no organisation is named, the Agreement binds that individual personally.

The license summary published alongside this document is written in plain language so that a reader can understand the shape of the Agreement before reading it in full. It is an explanation and not a substitute. Where the summary and this Agreement differ, this Agreement governs.

2. Definitions

Software: The Boreon platform in object code form, including the gateway, the applications in the suite, the software development kit, the semantic layer, any command line or scripting components, and any Updates supplied under the Agreement.
Documentation: The user and administrator documentation Boreon supplies with the Software, as updated from time to time. Marketing material, website copy, roadmaps, demonstrations and presentations are not Documentation.
Order: A written or electronic ordering document accepted by both parties that identifies the edition, the permitted scope, the term and the fees. An Order incorporates this Agreement by reference.
Server Edition: The self hosted edition, licensed perpetually and deployed into infrastructure Customer controls. Offered commercially as the Enterprise License.
Cloud Edition: The hosted edition, operated by Boreon on dedicated infrastructure in Geneva, Switzerland, and licensed for the duration of a subscription.
Permitted Scope: The limits stated in the Order, which may include named users, concurrent users, instances, environments, connected sites, entities or any other measure the Order specifies.
Customer Data: Data, content, metadata, credentials, configurations and records that Customer or its Users submit to the Software or that the Software reads from systems Customer connects to it.
Output: Reports, exports, audit records, workbooks, scripts, dashboards, findings and other material the Software generates from Customer Data.
AI Features: Any feature of the Software that sends a prompt to a large language model or comparable machine learning service in order to draft, summarise, classify, explain or advise.
User: An individual authorised by Customer to use the Software, including employees, and including contractors and consultants while they are working for Customer.
Updates: Corrections, patches, security fixes and new versions of the Software that Boreon makes generally available to customers holding the same entitlement.
Third-Party Components: Software supplied with or within the Software that is owned by a third party, including open source components, each of which is licensed under its own terms.

3. The license granted

Subject to the Agreement, to the Permitted Scope, and to payment of the applicable fees, Boreon grants Customer a license to install and use the Software, and to use the Documentation, for the internal business purposes of Customer.

The license is non-exclusive, non-transferable, non-sublicensable and revocable in accordance with the termination provisions of the Agreement. It is limited to the edition, the environments and the measures set out in the Order.

What the license covers

Use by Users, within the Permitted Scope.
Use by contractors and consultants while they are working for Customer, on these same terms, with Customer remaining responsible for their acts and omissions as if they were its own.
Making a reasonable number of copies for backup, disaster recovery and archival purposes, each carrying the notices the original carries.
Operating one non-production instance for testing, staging or training purposes for each licensed production instance, unless the Order says otherwise.
Taking Output produced from Customer Data and giving it to auditors, regulators, advisers and the board of Customer. Output belongs to Customer and the Agreement places no restriction on its use.

For the Server Edition, the license is perpetual and continues for as long as Customer complies with the Agreement, subject to the effect of termination. Entitlement to Updates and to support depends on a current maintenance or subscription term as stated in the Order.

For the Cloud Edition, the license continues for the subscription term stated in the Order and ends when that term ends.

4. Evaluation, trial and pre-release use

Boreon may make the Software available for evaluation, as a trial, as a proof of concept, or as a beta, preview or other pre-release version. This section applies to that use and prevails over any conflicting provision of the Agreement.

The license is limited to the period, the number of users and the purpose stated in writing when it is granted, and it is for evaluation rather than production use.
Boreon may suspend, limit, change or withdraw the evaluation at any time, with or without notice, and may delete the environment and its contents when it ends.
Pre-release software may be incomplete, may change materially before release, and may not be released at all.

THE SOFTWARE IS PROVIDED FOR EVALUATION AND PRE-RELEASE USE ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT WARRANTY, SUPPORT, SERVICE LEVEL, INDEMNITY OR REMEDY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF BOREON ARISING OUT OF EVALUATION OR PRE-RELEASE USE FOR WHICH NO FEE WAS PAID IS NIL.

Customer must not place production data that it cannot afford to lose into an evaluation environment, and must not rely on an evaluation environment for a regulatory or audit deadline.

A trial is sometimes accompanied by a separate signed commitment relating to a subsequent license purchase. Where that is the case, that document sets out what each party has promised and this section does not displace it.

5. Restrictions

Except to the extent the Agreement expressly permits, or applicable law expressly permits despite a contractual prohibition, Customer must not, and must not permit any third party to:

Sell, resell, distribute, sublicense, rent, lease, lend, assign, pledge or otherwise transfer the Software, or make it available to any person outside the organisation of Customer.
Operate the Software as a service bureau, as an outsourcing or managed service, or on behalf of any third party, or otherwise permit any person outside the Permitted Scope to use it.
Reverse engineer, decompile, disassemble, translate or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats or data structures of the Software.
Modify, adapt, translate or create derivative works of the Software, or combine it with other software so as to create a derivative work.
Circumvent, disable, or interfere with any license key, entitlement check, access control, usage measurement, audit trail, approval gate or security feature of the Software.
Remove, obscure, alter or fail to reproduce any copyright, trademark, watermark, attribution or other proprietary notice in or generated by the Software.
Use the Software, the Documentation, or any information derived from either, to design, develop, market or support a product or service that competes with the Software.
Publish or otherwise disclose to any third party the results of any competitive benchmark or performance evaluation of the Software without the prior written consent of Boreon. This restriction does not apply to a security finding reported and coordinated under the vulnerability disclosure process described in the acceptable use policy, which governs that disclosure instead.
Use the Software to store or transmit infringing, unlawful or tortious material, or to store or transmit material in violation of any third-party right.
Use the Software in excess of the Permitted Scope, or take any step to make the measured scope appear lower than the scope actually used.

Where the law of a jurisdiction gives Customer a non-excludable right to decompile the Software in order to achieve interoperability, Customer may exercise it. Before doing so, Customer must request the necessary interoperability information from Boreon in writing and allow a reasonable period for Boreon to supply it, and any information obtained may be used only for that purpose.

Customer must not use the Software in any application where failure could lead to death, personal injury, or severe physical, environmental or financial harm, including the operation of aircraft, nuclear facilities, life support systems, weapons systems, or emergency response infrastructure. The Software is not designed, built or tested for those uses.

The acceptable use policy published by Boreon applies to use of the Software and is incorporated into the Agreement by reference.

6. Ownership and reservation of rights

The Software is licensed to Customer, not sold.

Boreon and its licensors own all right, title and interest in and to the Software, the Documentation, the software development kit, all designs, interfaces, methods, know-how and content within them, and all intellectual property rights in any of the foregoing, together with every modification, improvement and derivative work of them however arising.

The names Boreon and TabKit, the names of the applications in the suite, and the logos, marks and visual identity of Boreon are trademarks of Boreon Industries LLC. The Agreement grants no right to use them other than as the Software itself displays them.

All rights not expressly granted in the Agreement are reserved to Boreon and its licensors. Nothing in the Agreement is to be read as granting a right by implication, estoppel or otherwise.

7. Feedback

Customer and its Users may choose to give Boreon suggestions, feature requests, defect reports, comments or other feedback about the Software. Giving feedback is voluntary.

Where feedback is given, Customer grants Boreon a perpetual, irrevocable, worldwide, royalty-free, fully paid and sublicensable license to use, reproduce, modify and incorporate it into any Boreon product or service, without obligation, attribution or payment of any kind.

Feedback is given on a non-confidential basis. Customer must not include in feedback any Customer Data, personal data or third-party confidential information.

8. Customer Data and the responsibilities of Customer

As between the parties, Customer owns Customer Data and all Output. The Agreement transfers no ownership of either to Boreon.

For the Cloud Edition, Customer grants Boreon a limited license to host, process, transmit and display Customer Data solely in order to provide the Software, to maintain and secure it, and to comply with law. Boreon does not use Customer Data to train models and does not use it to develop or improve its products. For the Server Edition the question does not arise, because Customer Data is not transmitted to Boreon at all.

What Customer is responsible for

Having the rights, consents and lawful basis needed for Customer Data to be submitted to and processed by the Software, including in respect of personal data.
The accuracy, quality, legality and integrity of Customer Data.
The acts and omissions of its Users, and any use of the Software by any person using credentials issued to or by Customer.
Configuring the Software, granting and revoking access, and setting the approval gates and controls appropriate to its own risk position.
For the Server Edition, the security, patching, backup, availability and disaster recovery of the infrastructure it runs on, and custody of the bootstrap administrator account and of the secret that keys stored credentials. Boreon holds neither and cannot recover either.
Maintaining its own backups and its own copies of Output where it needs them for retention, audit or continuity purposes.
Notifying Boreon promptly of any unauthorised use of the Software or compromise of its credentials of which it becomes aware.

Processing of personal data is governed by the data processing terms agreed between the parties, which prevail over this section in respect of that processing.

9. AI Features

The Software includes AI Features. They are advisory. The Software does not write to a connected system on the basis of a model output without an action a person takes, and every such action passes through the approval gates of the Software.

How AI Features are supplied

AI Features are optional and are off until Customer enables them.
Customer supplies its own credentials for the model provider it selects, and is the contracting party with that provider. Customer is responsible for the fees, quotas and usage terms of that provider.
Enabling an AI Feature causes prompts, and the context needed to answer them, to be transmitted to the provider Customer has chosen. Where that provider is outside Switzerland, the transmission leaves the Swiss serving footprint. That is a choice Customer makes.
Boreon is not responsible for the availability, accuracy, security, pricing, retention practices or terms of any model provider, and does not control what a provider does with a prompt.

What an Output from an AI Feature is, and is not

Model outputs are produced by statistical inference. They can be incomplete, out of date, internally inconsistent, or confidently wrong. They may misdescribe the very data they were given.

BOREON GIVES NO WARRANTY OF ANY KIND AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR FITNESS OF ANY OUTPUT OF AN AI FEATURE. CUSTOMER MUST HAVE A QUALIFIED PERSON REVIEW ANY SUCH OUTPUT BEFORE RELYING ON IT.

Customer must not use an output of an AI Feature as the sole basis for a regulatory filing, an audit conclusion, a legal position, a personnel decision, a security determination or any other decision with material consequences. Customer is responsible for deciding what weight to give an output and for the consequences of any decision it takes.

Similar or identical outputs may be generated for other customers. The Agreement grants Customer no exclusivity in any output, and Boreon makes no representation that an output is original or that its use will not infringe the rights of a third party.

10. No legal, audit or professional advice, and no warranty of compliance

The Software is a tool. It records, inspects, compares and reports. It does not exercise professional judgement and it is not a substitute for anybody who does.

NOTHING PRODUCED BY THE SOFTWARE IS LEGAL, REGULATORY, AUDIT, ACCOUNTING, TAX, SECURITY OR OTHER PROFESSIONAL ADVICE. BOREON DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL CAUSE CUSTOMER TO ACHIEVE OR MAINTAIN COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, FRAMEWORK, CERTIFICATION, CONTRACT OR AUDIT REQUIREMENT.

Compliance is the responsibility of Customer. It depends on the controls of Customer, the completeness and accuracy of the data it connects, the decisions its people take, the scope it chooses to inspect, and conduct that is outside the Software altogether. Two organisations running identical configurations can reach different regulatory outcomes for reasons the Software neither sees nor controls.

Output is evidence of what the Software observed at the time it ran, within the scope it was given. It is not certification, attestation, assurance, or an opinion, and it must not be presented to a regulator or an auditor as any of those.

Customer is responsible for engaging its own legal, audit and compliance advisers, and for satisfying itself that the Software is appropriate for its purposes before relying on it.

11. Third-Party Components and connected services

The Software includes Third-Party Components, including open source components. Each remains subject to its own license, and those licenses govern that component. Where an open source license grants Customer a right, Customer has that right and the Agreement does not attempt to remove it. Where an open source license conflicts with the Agreement in respect of that component, the open source license prevails for that component.

Boreon supplies Third-Party Components without warranty of any kind on its own account, and the limitations of liability in the Agreement apply to them.

The Software connects to systems operated by third parties, which may include Tableau, Salesforce, Snowflake, Databricks, Microsoft, model providers and infrastructure providers. Those systems are supplied by their own providers under their own terms and are outside the control of Boreon.

Customer is responsible for holding valid entitlements to every system it connects, and for the terms it has agreed with each provider.
Boreon is not responsible for the availability, performance, security, accuracy, pricing or continuation of any third-party system, or for any change a provider makes to its interfaces or its terms.
A change made by a third-party provider that limits or breaks a feature of the Software is not a defect in the Software and is not a breach of the Agreement by Boreon.
Naming a third party describes what the Software connects to. It does not imply endorsement, sponsorship, certification, partnership or review by that third party except where a specific relationship is separately stated.

12. Support, maintenance and Updates

Support, maintenance and any service level commitment are supplied only to the extent stated in the Order or in a separate support agreement. The Agreement itself does not oblige Boreon to supply support, to maintain any particular version, or to meet any response or resolution time.

Boreon may change, improve or discontinue any feature of the Software, and may issue Updates that alter or remove functionality. Boreon will not make a change that materially and adversely reduces the core functionality of a Cloud Edition subscription during its paid term, other than where a change is required by law, by security, or by a third-party provider.

Customer is responsible for installing Updates to the Server Edition. Boreon is not responsible for any loss arising from a defect that a supplied Update would have corrected, or from a version that is no longer supported.

Where maintenance for the Server Edition lapses, the license to run the version already installed continues, and entitlement to further Updates and to support ends until maintenance is reinstated.

13. Fees, taxes and license verification

Fees, the currency, the billing period and the payment terms are stated in the Order. Fees are payable in advance unless the Order says otherwise, and are non-cancellable and non-refundable except where the Agreement expressly provides a refund.

Fees are exclusive of value added tax, sales tax, withholding tax, duties and any similar charge, all of which are payable by Customer other than tax on the net income of Boreon.
Boreon may charge interest on an overdue amount at the lower of one and a half per cent per month or the maximum rate permitted by law, together with the reasonable costs of collection.
Boreon may suspend the Software, in whole or in part, where an undisputed amount remains unpaid thirty days after written notice. Suspension does not relieve Customer of the obligation to pay.
Use in excess of the Permitted Scope is chargeable at the applicable rate from the date the excess use began.

Verification

Customer must keep accurate records sufficient to demonstrate compliance with the Permitted Scope, and must retain them for the term and for two years afterwards.

Boreon may verify compliance no more than once in any twelve-month period, on at least thirty days written notice, during normal business hours, in a manner that does not unreasonably interfere with the operations of Customer, and subject to the confidentiality provisions of the Agreement. Verification is at the expense of Boreon, except that where it establishes underlicensing of more than five per cent, Customer bears the reasonable cost of the verification in addition to the fees due for the unlicensed use.

14. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. The Software, the Documentation, and any performance or security information about them are confidential information of Boreon. Customer Data is confidential information of Customer.

The receiving party must use the confidential information of the other only in order to perform under the Agreement, must protect it with at least the care it applies to its own confidential information and never less than reasonable care, and must not disclose it other than to its personnel and advisers who need it and who are bound by obligations no less protective.

These obligations do not apply to information that is or becomes public without breach, that the receiving party already held free of any duty, that it develops independently without use of the confidential information, or that it lawfully receives from a third party without restriction.

Where disclosure is compelled by law or by a competent authority, the receiving party may disclose the minimum required, and must give prompt notice where it is lawful to do so, so that the other party may seek protective relief.

Each party acknowledges that breach of this section may cause harm for which damages are an inadequate remedy, and that the other party may seek injunctive relief in addition to any other remedy.

15. Limited warranty

Boreon warrants that, for ninety days from the date the Software is first made available to Customer under an Order for which a fee has been paid, the Software will perform substantially in accordance with the Documentation when installed, configured and used in accordance with the Documentation and the Agreement.

Boreon further warrants that it will provide any professional or support services with reasonable skill and care, and that it will not knowingly introduce malicious code into the Software.

The exclusive remedy

Where Customer notifies Boreon in writing of a breach of this warranty within the warranty period, Boreon will, at its option and as the sole and exclusive remedy of Customer, use reasonable efforts to correct or replace the affected Software, or, where it determines that neither is commercially reasonable, terminate the affected license and refund the fees paid for it in respect of the unexpired portion of the then current term.

What the warranty does not cover

Any defect arising from modification of the Software by anybody other than Boreon, or from combination with software, hardware or data not supplied by Boreon.
Any defect arising from use outside the Documentation, outside the Permitted Scope, or in an environment that does not meet the published requirements.
Any defect arising from Customer Data, from a connected third-party system, or from an act or omission of Customer, a User or a third party.
Evaluation, trial, beta, preview and other pre-release use, and any use for which no fee has been paid, all of which are covered by the AS IS provision of the evaluation section.
Any issue Customer does not report within the warranty period.

16. Disclaimer of warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THE PRECEDING SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THE DOCUMENTATION, ANY OUTPUT AND ALL RELATED SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

BOREON AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, BOREON DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT ALL DEFECTS WILL BE CORRECTED, THAT IT WILL OPERATE WITH ANY PARTICULAR THIRD-PARTY SYSTEM OR CONTINUE TO DO SO, THAT IT WILL DETECT EVERY RISK, MISCONFIGURATION, PERMISSION, DEPENDENCY OR ISSUE PRESENT IN A CONNECTED ENVIRONMENT, THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY RESULT WILL BE ACHIEVED.

No advice or information, whether oral or written, obtained from Boreon or through the Software, and no statement in any website, proposal, presentation, demonstration or roadmap, creates any warranty not expressly stated in the Agreement.

Some jurisdictions do not allow the exclusion of certain warranties or of implied terms. Where that is the case, the exclusions above apply only to the extent permitted, and any mandatory right that cannot be excluded is unaffected.

17. Limitation of liability

Excluded categories of loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ANY LICENSOR OR SUPPLIER OF BOREON, IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY OR CONTRACT, FOR ANY LOSS, CORRUPTION OR INACCURACY OF DATA, FOR ANY BUSINESS INTERRUPTION, FOR ANY COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR FOR ANY REGULATORY FINE OR PENALTY IMPOSED ON THAT PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF BOREON, ITS LICENSORS AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SOFTWARE, FOR ALL CLAIMS IN AGGREGATE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO BOREON UNDER THE APPLICABLE ORDER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. WHERE NO AMOUNT HAS BEEN PAID, THAT LIABILITY IS NIL.

What is carved out of these limits

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited. The exclusions and the cap above do not apply to:

Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Gross negligence or wilful misconduct, in any jurisdiction whose law does not permit its exclusion.
The indemnity obligations of either party under the Agreement.
Any breach by Customer of the restrictions section, of the scope of the license, or of the intellectual property rights of Boreon.
Amounts properly due and payable by Customer under an Order.
Any liability that applicable mandatory law does not permit to be excluded or limited.

Why the limits are drawn where they are

These limits are an agreed allocation of risk between the parties and are a fundamental basis of the bargain. The fees reflect them and would be materially higher without them. They apply in aggregate across all claims, they apply regardless of the form of action, and they apply even if a limited remedy in the Agreement is found to have failed of its essential purpose.

Where mandatory local law gives a party rights that these limits would otherwise reduce, those rights are unaffected, and the limits apply only to the extent that law permits.

18. Infringement indemnity given by Boreon

Boreon will defend Customer against any third-party claim alleging that the Software, when used within the Permitted Scope and in accordance with the Documentation and the Agreement, infringes a copyright, a trademark, or a trade secret, or a patent issued in a jurisdiction stated in the Order, and will pay any damages finally awarded against Customer by a court of competent jurisdiction, or any settlement Boreon approves in writing, in respect of such a claim.

Conditions

This indemnity is conditional on Customer giving Boreon prompt written notice of the claim, giving Boreon sole control of the defence and settlement, and giving reasonable cooperation and information at the expense of Boreon. Customer must not admit liability or settle without the written consent of Boreon. Customer may participate at its own expense with counsel of its choosing.

Remedies available to Boreon

Where the Software is held, or in the reasonable opinion of Boreon is likely to be held, to infringe, Boreon may at its option and expense procure the right for Customer to continue using it, replace or modify it so that it is non-infringing while remaining materially equivalent in function, or, where neither is commercially reasonable, terminate the affected license and refund the fees paid for it in respect of the unexpired portion of the then current term, or for the Server Edition a proportion of the license fee amortised on a straight line basis over five years.

Exclusions

Boreon has no obligation in respect of a claim arising from:

Modification of the Software by anybody other than Boreon.
Combination or use of the Software with any product, service, data or system not supplied by Boreon, where the claim would have been avoided without that combination.
Use of the Software outside the Permitted Scope, outside the Documentation, or in breach of the Agreement.
Customer Data, or any content, specification or instruction supplied by Customer.
Continued use of an allegedly infringing version after Boreon has made a non-infringing version available.
Third-Party Components, to the extent the claim arises from the third-party license rather than from the integration by Boreon.
Any version of the Software supplied free of charge, or for evaluation or pre-release use.

This section states the entire liability of Boreon, and the sole and exclusive remedy of Customer, in respect of any claim of intellectual property infringement.

19. Indemnity given by Customer

Customer will defend, indemnify and hold harmless Boreon, its affiliates, and their officers, directors, employees and agents against any third-party claim, and any resulting damages, fines, penalties, losses, liabilities, costs and reasonable legal fees, arising from or relating to:

Customer Data, including any allegation that it infringes a third-party right or was collected, submitted or processed unlawfully.
Use of the Software by Customer, by a User, or by any person using credentials issued to or by Customer, in breach of the Agreement, of the acceptable use policy, or of applicable law.
Any decision, filing, disclosure, representation or action taken by Customer in reliance on Output, including an output of an AI Feature.
Breach by Customer of the restrictions section, of the export control and sanctions section, or of the intellectual property rights of Boreon.
Any claim by a User, a customer, a regulator or another third party of Customer relating to the use by Customer of the Software.

Boreon will give Customer prompt written notice of the claim, will allow Customer to control the defence and settlement, and will give reasonable cooperation at the expense of Customer. Customer must not settle a claim in a way that imposes an obligation or admission on Boreon without the written consent of Boreon.

20. Term, suspension and termination

The Agreement takes effect on acceptance and continues until every Order under it has expired or been terminated.

Termination for cause

Either party may terminate the Agreement or an affected Order on written notice where the other party commits a material breach and fails to cure it within thirty days of written notice describing it. A breach of the restrictions section, of the confidentiality section, or of the intellectual property rights of Boreon is a material breach that is not capable of cure, and Boreon may terminate on notice with immediate effect.

Either party may terminate on written notice where the other becomes insolvent, enters administration, liquidation or an equivalent proceeding, makes an assignment for the benefit of creditors, or ceases to carry on business.

Suspension

Boreon may suspend access to the Software, in whole or in part, where it reasonably determines that continued access presents a security risk, is causing harm to the Software or to another customer, is unlawful, or is materially outside the Permitted Scope, or where an undisputed amount remains unpaid after notice. Boreon will give as much notice as the circumstances reasonably permit and will restore access once the cause is resolved.

What happens on termination

Every license granted under the Agreement ends immediately, other than a perpetual Server Edition license terminated for a reason other than breach by Customer.
Customer must stop using the Software, shut down every instance, and delete or destroy every copy in its possession or control, including backups, and must certify that it has done so on written request.
Customer Data in the Cloud Edition is handled in accordance with the data processing terms. Customer is responsible for exporting what it needs before the term ends.
Output already produced belongs to Customer and remains its property. Termination does not affect it.
Fees that have accrued remain payable, and no refund is due except where the Agreement expressly provides one.

Survival

The following survive termination or expiry: definitions, ownership and reservation of rights, feedback, restrictions, the AI Features section, the no advice section, confidentiality, disclaimer of warranties, limitation of liability, both indemnities, fees accrued and verification, export control, governing law and general terms, together with any provision that by its nature is intended to survive.

21. Export control, sanctions and lawful use

The Software and any technical data supplied with it may be subject to export control and sanctions laws, including those of the United States, Switzerland, the United Kingdom and the European Union.

Customer represents and warrants that it is not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions; that it is not a person named on any applicable restricted party, denied person or sanctions list, and is not owned or controlled by such a person; and that it will not export, re-export, transfer or make the Software available in breach of any applicable export control or sanctions law.

Customer must not use the Software for any purpose prohibited by export control law, including any use related to nuclear, chemical or biological weapons, or missile technology.

Each party will comply with applicable anti-bribery and anti-corruption law, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and with applicable anti-money laundering law.

Boreon may suspend or terminate immediately where it reasonably believes that continued performance would breach any of these laws.

22. United States Government end users

The Software and the Documentation are commercial computer software and commercial computer software documentation as those terms are used in Federal Acquisition Regulation 12.212 and Defense Federal Acquisition Regulation Supplement 227.7202.

Any use, duplication, disclosure, modification or reproduction by or on behalf of the United States Government is subject solely to the terms of the Agreement, and only those rights stated in it are granted. No rights are granted beyond those the Agreement gives to any other customer.

23. Governing law, forum, and the time limit on claims

The Agreement, and any dispute or claim arising out of or in connection with it, including a non-contractual one, is governed by the law stated in the Order, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts stated in the Order, and each waives any objection to that venue on the grounds of inconvenient forum. Either party may nonetheless seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property or confidential information.

Time limit

No action arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action accrued, except for an action for non-payment, and except where applicable law does not permit a period shorter than the one it provides, in which case the shortest permitted period applies.

Waivers

To the extent permitted by applicable law, each party waives any right to a trial by jury, and each party agrees that a claim may be brought only in its individual capacity and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding.

The law and the forum are stated in the Order rather than fixed here, because a license sold to an organisation is governed by the terms that organisation signs. If you are reviewing this document before an Order exists, that is the clause to settle first, and asking us for it is not a difficult request.

24. General terms

Entire agreement

The Agreement, together with each Order and every document it incorporates by reference, is the entire agreement between the parties about its subject matter. It supersedes all prior and contemporaneous proposals, quotations, marketing materials, website copy, presentations, demonstrations, roadmaps, discussions and representations. Each party confirms that it has not relied on any statement, promise or representation not set out in the Agreement, save that nothing excludes liability for fraudulent misrepresentation.

Order of precedence

Where a conflict arises, the order of precedence is: a signed negotiated agreement between the parties, then the Order, then the data processing terms in respect of personal data, then this Agreement, then the acceptable use policy, then the Documentation, then the license summary and any other published material.

A term in a purchase order, vendor portal, standard terms of Customer, or other business form of Customer has no effect, even if Boreon accepts or acknowledges that document.

Changes

Boreon may update the Agreement for new Orders and for renewals. The version in force for an existing term is the version accepted at the start of that term, unless a change is required by law or by security. A change to a signed negotiated agreement requires a document signed by both parties.

Assignment

Customer may not assign or transfer the Agreement, in whole or in part, without the prior written consent of Boreon, including by operation of law or in connection with a merger, acquisition or sale of assets, and any attempt to do so without consent is void. Boreon may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets.

Severability and reformation

Where a provision of the Agreement is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible, and the remainder of the Agreement stays in full force.

No waiver

A failure or delay in exercising a right under the Agreement is not a waiver of it, and a single or partial exercise does not prevent any further exercise.

Force majeure

Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control, including act of God, natural disaster, war, terrorism, civil unrest, epidemic, labour dispute, act of government, failure of a telecommunications or infrastructure provider, cyber attack, or failure of a third-party service.

Notices

Notices to Boreon must be in writing and sent to privacy@boreon.com, and to the address stated in the Order where paper service is required. Notices to Customer are sent to the contact stated in the Order or to the administrator address held in the account. A notice is effective on receipt.

Relationship, beneficiaries and publicity

The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship. It confers no right on any person who is not a party to it, other than the licensors, suppliers, affiliates and indemnified persons of Boreon, who may rely on the disclaimer, limitation of liability and indemnity provisions.

Neither party may use the name, logo or marks of the other in publicity without prior written consent, which may be given by email.

Language and interpretation

The Agreement is drawn up in English, and the English text governs. Where a translation is supplied and differs in meaning, the English text prevails. Headings are for convenience and do not affect interpretation. The word including means including without limitation. A reference to a law includes that law as amended or replaced.

Counterparts

An Order may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.

25. Questions, and getting the signed agreement

Write to privacy@boreon.com for the executable version of this Agreement, for a negotiated enterprise agreement, for the data processing terms, or for the third-party component notice list. That address reaches a person.

A prospective customer may ask for the full text before committing to anything. Boreon will send it. A vendor who will not show the license until after the signature is telling you something.

This document is published so that it can be read, linked, bookmarked, sent to counsel and pasted into a procurement questionnaire. Where Customer has signed a negotiated agreement with Boreon, that agreement governs and this one applies only where it is silent.