Ngris Agent — End-User License Agreement

This End-User License Agreement (this "Agreement" or "EULA") is a binding legal agreement between you, either an individual or the entity you represent ("you" or "Licensee"), and Ngris Ltd, a private limited company incorporated in England and Wales, together with its affiliates ("ngris," "we," "us," or "Licensor").

1. Introduction and Acceptance

1.1. This Agreement governs your download, installation, and use of the ngris agent — the ngris command-line interface (CLI) client software binary, including any updates, and any accompanying documentation (collectively, the "Software"). The Software is the free client that connects a local service on your machine to the ngris edge platform (the "Service").

1.2. By downloading, installing, copying, accessing, or otherwise using the Software, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not download, install, or use the Software.

1.3. If you do not have a lawful right to receive and use the Software (for example, under the export-control and sanctions provisions in Section 13), you must not use the Software.

2. Definitions

2.1. "Software" means the ngris agent CLI binary described in Section 1.1, in any distribution form (including via Homebrew, winget, GitHub Releases, or a container image), together with any updates, upgrades, patches, and accompanying documentation we make available.

2.2. "Service" means the ngris hosted edge platform, APIs, dashboards, and related online services to which the Software connects, which are governed separately by the ngris Terms of Service (see Section 14).

2.3. "Documentation" means any user manuals, installation instructions, or technical documentation we provide or publish for the Software.

2.4. "Third-Party Components" means the open-source and third-party software libraries and components incorporated into or distributed with the Software, as described in Section 8.

3. License Grant

3.1. Grant. Subject to your continuous compliance with this Agreement, ngris grants you a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, and revocable license to (a) download, install, and run the Software on devices you own or control; and (b) use the Software solely to connect to, access, and use the Service in accordance with this Agreement, the Documentation, and the ngris Terms of Service and Acceptable Use Policy.

3.2. Free of charge. The Software itself is provided to you free of charge. This Agreement grants no rights in the Service; access to and use of the Service may require a separate account and may be subject to fees, plans, and quotas described in the ngris Terms of Service and pricing terms.

3.3. Number of copies. You may make a reasonable number of copies of the Software solely as necessary to install and run it for the licensed purpose, and one copy for backup or archival purposes, provided you reproduce all proprietary notices on each copy.

3.4. Reservation. All rights not expressly granted in this Agreement are reserved by ngris and its licensors. No license is granted by implication, estoppel, or otherwise.

4. License Restrictions

4.1. Except only to the extent that a restriction is expressly prohibited by applicable law (and then only to that extent), you shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted in Section 3;
• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public interfaces of the Software, except and only to the extent this restriction is expressly prohibited by applicable law (for example, limited interoperability rights that cannot lawfully be excluded);
• rent, lease, lend, sell, resell, sublicense, distribute, redistribute, publish, host as a service, or otherwise make the Software available to any third party, whether alone or bundled with other products, and whether or not for a fee;
• remove, alter, obscure, or destroy any proprietary notices, trademarks, copyright notices, or license or attribution notices contained in or on the Software or Documentation;
• use the Software to develop, train, build, market, or operate any product or service that competes with the Software or the Service, or to benchmark the Software for a competing product without our prior written consent;
• use the Software in violation of the ngris Terms of Service, the ngris Acceptable Use Policy, or any applicable law or regulation;
• circumvent, disable, or interfere with any security, authentication, license-enforcement, rate-limiting, or usage-metering features of the Software or the Service; or
• use the Software to gain unauthorized access to, disrupt, or overload any system, network, or the Service.

4.2. The restrictions in Section 4.1 survive any termination of this Agreement to the extent consistent with their nature.

5. Ownership and Intellectual Property

5.1. The Software is licensed, not sold. As between you and ngris, ngris and its licensors own and retain all right, title, and interest in and to the Software, the Documentation, the Service, and all intellectual property rights therein, including all patents, copyrights, trade secrets, trademarks, and other proprietary rights.

5.2. This Agreement does not grant you any rights to any ngris trademarks, service marks, logos, or trade names. The name "ngris" and the ngris logo are proprietary marks of ngris.

5.3. If you provide ngris with any suggestions, feedback, or ideas regarding the Software ("Feedback"), you grant ngris a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and incorporate that Feedback without restriction or obligation to you.

6. Updates and Automatic Updating

6.1. Version check and server discovery. You acknowledge that, on startup and from time to time during operation, the Software performs a version check and a server-discovery request to ngris systems in order to determine the current agent version and the correct edge endpoints to connect to. This functionality is a core part of how the Software operates and connects to the Service.

6.2. Updates. ngris may make available updates, upgrades, patches, or new versions of the Software. Where the Software or your package manager (for example, Homebrew or winget) is configured to update automatically, you consent to the download and installation of such updates. Updates are subject to this Agreement unless the update is accompanied by a separate license, in which case that separate license governs.

6.3. Discontinuation and compatibility. ngris may, at any time, modify, discontinue, or cease supporting any version of the Software, and may require you to update to a supported version to continue connecting to the Service. Older versions may cease to function with the Service.

7. Data, Telemetry, and Privacy

7.1. Connection and diagnostic data. In addition to the version check and server discovery described in Section 6.1, the Software transmits data necessary to authenticate your agent, to establish and maintain tunnels/connections, and to operate the Service. The Software may also transmit limited diagnostic, version, and operational information ("Telemetry") to help ngris operate, secure, and improve the Software and the Service.

7.2. Privacy Policy. ngris's collection and processing of personal data in connection with the Software and the Service is described in the ngris Privacy Policy at https://ngris.com/privacy. Your use of the Software is subject to that Privacy Policy.

7.3. No claim of certification. Nothing in this Agreement is a representation that ngris holds any specific security or compliance certification. Any such certification, if held, will be stated expressly in the ngris security documentation and not implied by this Agreement.

8. Third-Party Components and Open-Source Software

8.1. The Software is written in Go and incorporates or is distributed with open-source and third-party software components, each of which is licensed to you under its own applicable license terms.

8.2. Those Third-Party Components are provided subject to their respective licenses, and nothing in this Agreement limits, restricts, or supersedes your rights, or ngris's obligations, under those licenses. To the extent a Third-Party Component's license conflicts with this Agreement with respect to that component, the Third-Party Component's license governs that component.

8.3. A list of the Third-Party Components and their respective licenses and required attributions is available at https://ngris.com/agent-third-party-notices.

9. Term and Termination

9.1. Term. This Agreement takes effect when you first download, install, or use the Software and continues until terminated as described below.

9.2. Termination by you. You may terminate this Agreement at any time by ceasing all use of the Software and permanently deleting or uninstalling all copies of the Software in your possession or control.

9.3. Termination by ngris. This Agreement and the license granted in Section 3 will terminate automatically and immediately, without notice, if you breach any term of this Agreement. ngris may also suspend or terminate the license, or revoke your access to updates or to the Service, for any lawful reason, including where required to comply with law or to protect the Software, the Service, or other users. The license is expressly revocable at ngris's discretion.

9.4. Effect of termination. Upon any termination or expiration of this Agreement:

• all rights and licenses granted to you under this Agreement immediately cease;
• you must immediately stop using the Software and permanently delete or uninstall all copies of the Software in your possession or control; and
• termination of this EULA does not by itself terminate any separate agreement governing the Service, and termination of a Service agreement does not automatically grant you any continuing right to use the Software.

9.5. Survival. Sections 4, 5, 8, 9.4–9.5, 10, 11, 12, 13, and 15 survive termination.

10. Disclaimer of Warranties

10.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by applicable law, ngris and its licensors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

10.2. ngris does not warrant that the Software will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected. You assume all responsibility for selecting the Software to achieve your intended results and for the installation, use, and results obtained from the Software.

10.3. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of implied statutory rights (including for consumers). To the extent such exclusions are not permitted, the exclusions in this Section apply only to the maximum extent permitted by applicable law, and mandatory statutory rights that cannot be excluded are not affected.

11. Limitation of Liability

11.1. To the maximum extent permitted by applicable law, in no event will ngris or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to this Agreement or the Software, whether based on contract, tort (including negligence), strict liability, or any other theory, even if ngris has been advised of the possibility of such damages.

11.2. To the maximum extent permitted by applicable law, ngris's total aggregate liability arising out of or relating to this Agreement or the Software is limited to the greatest extent permitted by law, taking into account that the Software is provided free of charge.

11.3. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Where such mandatory law applies (including consumer-protection law), the limitations in this Section apply only to the fullest extent permitted by that law.

11.4. The limitations in this Section reflect the allocation of risk between the parties and are a fundamental basis of the bargain, given that the Software is provided free of charge.

12. Indemnification

12.1. To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless ngris and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, losses, and reasonable expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Software in violation of this Agreement; (b) your violation of any applicable law or the rights of any third party in connection with the Software; or (c) your breach of Sections 4, 12, or 13.

12.2. This indemnity is not intended to expand your obligations beyond what applicable law permits, particularly where you use the Software as a consumer; mandatory consumer-protection law is not affected.

13. Export Controls and Sanctions Compliance

13.1. The Software may be subject to export-control and economic-sanctions laws and regulations of the European Union, the United Kingdom, and the United States (including the U.S. Export Administration Regulations (EAR) and regulations administered by the U.S. Office of Foreign Assets Control (OFAC)).

13.2. You represent and warrant that: (a) you are not located in, and will not use or export the Software into, any country or territory subject to comprehensive sanctions or embargo; (b) you are not a person or entity identified on any applicable restricted-party, denied-persons, or sanctions list; and (c) you will not use the Software for any purpose prohibited by applicable export-control or sanctions law.

13.3. You are responsible for complying with all applicable export-control and sanctions laws in your use of the Software.

14. Relationship to the ngris Terms of Service and Privacy Policy

14.1. This Agreement governs the Software (the ngris agent binary). Your access to and use of the Service (the hosted ngris edge platform) is governed by the ngris Terms of Service and the ngris Acceptable Use Policy.

14.2. Your privacy is addressed in the ngris Privacy Policy (Section 7.2).

14.3. In the event of a direct conflict between this Agreement and the ngris Terms of Service, this Agreement controls only with respect to the Software (the binary), and the Terms of Service control with respect to the Service. Except as expressly stated, the documents are intended to be read together and complementary.

15. General

15.1. Governing law and venue. This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the courts located in London, England, except where mandatory law (for example, consumer-protection law) grants you the right to bring proceedings in, or requires application of the law of, another jurisdiction.

15.2. Entire agreement. This Agreement, together with the documents it references, constitutes the entire agreement between you and ngris regarding the Software and supersedes all prior or contemporaneous understandings regarding the Software.

15.3. Changes to this Agreement. ngris may update this Agreement from time to time. The current version will be published at https://ngris.com/agent-license with an updated "Last Updated" date. Your continued use of the Software after an update takes effect constitutes acceptance of the updated Agreement; if you do not agree, you must stop using and uninstall the Software.

15.4. Assignment. You may not assign or transfer this Agreement or any rights under it without ngris's prior written consent. ngris may assign this Agreement without restriction. Any prohibited assignment is void.

15.5. Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions will remain in full force and effect.

15.6. No waiver. No failure or delay by ngris in exercising any right under this Agreement is a waiver of that right.

15.7. U.S. Government end users. If you are a U.S. Government end user, the Software is "commercial computer software" and "commercial computer software documentation," and is provided with only the rights granted to all other end users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

15.8. Contact and notices. Questions or legal notices regarding this Agreement may be sent to ngris at contact@ngris.com.