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Software License Addendum

Version date: August 13, 2026

This Software License Addendum applies only when an Order Form incorporates it and supplements the Enterprise MSA. It covers downloadable, customer-hosted, on-premises, or offline Valkyr software identified in that Order Form ("Licensed Software"). The MSA controls except for a conflict concerning the Licensed Software, in which case this Addendum controls for that subject.

1. License model​

Subject to the Agreement and payment of fees, Valkyr grants Customer a non-exclusive, non-transferable (except with an assignment permitted by the MSA) license during the License Term to install, execute, and use object-code copies of Licensed Software in the environments, territories, instances, and Authorized User scope stated in the Order Form. The Order Form must state whether a license is subscription or perpetual and identify maintenance and update rights.

Customer may make reasonable backup and disaster-recovery copies and allow contractors to use Licensed Software solely for Customer, subject to confidentiality and Customer responsibility. No source-code rights are granted except under a Source Code License Addendum.

2. Generated Deliverables​

Generated Deliverables are governed by MSA Section 7 and are not Licensed Software merely because the Licensed Software generated them. Ending the License Term does not revoke Customer's ownership of a paid Generated Deliverable or the perpetual embedded-technology license in MSA Section 7.3.

3. Restrictions and verification​

Customer will not distribute, sublicense, lease, or provide Licensed Software as a service bureau; reverse engineer except where law prohibits the restriction; bypass license or security controls; or remove notices. Customer will maintain records reasonably sufficient to verify licensed instances and users. No more than once annually, Valkyr may request a written self-certification. An on-site or technical audit requires at least 30 days' notice, may occur only after a reasonable basis for suspected material noncompliance, must minimize disruption and data access, and must be performed by an independent auditor bound by confidentiality. Valkyr pays audit costs unless underpayment exceeds 5% for the audited period.

4. Customer-managed security and support​

Customer is responsible for infrastructure, network, operating systems, backups, physical security, identity configuration, and timely installation of updates in customer-managed environments. Valkyr is responsible for the Licensed Software's documented security controls and for remediation and support commitments stated in the Order Form. Customer will not be required to provide production data for support when logs or a reproducible test case reasonably suffice.

5. Telemetry and license checks​

The Order Form will disclose required telemetry, remote license validation, update checks, and offline grace periods. Valkyr will collect only data reasonably necessary for licensing, security, support, and Usage Data, and the DPA applies to personal data. Valkyr will not remotely disable a perpetual paid license except to address a material security threat, unlawful use, or confirmed license circumvention and only to the extent permitted by the MSA suspension process.

6. Delivery, acceptance, warranty, and end of term​

Delivery and acceptance criteria are stated in the Order Form or SOW. Valkyr warrants for 90 days after initial delivery, or the subscription term if longer, that Licensed Software will materially conform to Documentation. The MSA provides the exclusive remedy and liability allocation.

At the end of a term license, Customer will stop using and delete Licensed Software, excluding archival copies retained solely for legal compliance. A perpetual license survives termination unless terminated for Customer's uncured material breach of license scope. Generated Deliverables and their embedded-technology license survive as stated in the MSA.