Software License Agreement

"Agreement" means this Software License and Service Agreement between LinuxGuard Ltd and the Customer, including any Order Forms, Statements of Work, and incorporated policies (including the Privacy Policy and Data Processing Addendum).

"Agent Software" means the LinuxGuard lightweight binary deployed on Customer's Linux servers that collects telemetry and transmits it to the Platform.

"Customer" means the entity or individual that accepts this Agreement and subscribes to the Services.

"Customer Data" means all data, content, and information submitted to, collected by, or generated by the Agent Software on Customer's behalf, including server telemetry, identity data, audit logs, and configuration data.

"Documentation" means any technical or user documentation made available by LinuxGuard for the Platform and Agent Software.

"Effective Date" means 24 February 2026, or the date the Customer first accepts this Agreement, whichever is earlier.

"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights, whether registered or unregistered.

"Order Form" means any written or electronic order document, subscription page, or purchasing document that specifies the Services, fees, and subscription term.

"Platform" means the LinuxGuard SaaS application and associated infrastructure, including the web console, APIs, analytics engine, and all related software services made available by LinuxGuard.

"Services" means the Platform, Agent Software, support services, and any professional services provided by LinuxGuard to the Customer under this Agreement.

"Subscription Term" means the period during which the Customer is authorised to access and use the Services, as specified in the Order Form.

2.1 Platform License. Subject to the terms of this Agreement and payment of applicable fees, LinuxGuard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer's internal business purposes.

2.2 Agent Software License. LinuxGuard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Agent Software on Customer's servers solely for the purpose of enabling the Services.

2.3 Documentation License. LinuxGuard grants Customer a limited, non-exclusive right to use the Documentation solely in connection with Customer's permitted use of the Services.

2.4 Restrictions. Customer shall not: (a) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services or make them available to any third party; (b) modify, copy, or create derivative works of the Services or Agent Software; (c) reverse-engineer, decompile, or disassemble the Services or Agent Software except as permitted by applicable law; (d) access the Services to build a competitive product or service; (e) use the Services to store or transmit unlawful content, malicious code, or in violation of any applicable law; or (f) remove or alter any proprietary notices, labels, or marks on the Services.

2.5 Reservation of Rights. LinuxGuard reserves all rights not expressly granted in this Agreement. No implied licences are granted.

3.1 Deployment. Customer is responsible for deploying and maintaining the Agent Software on its servers in accordance with the Documentation. LinuxGuard shall provide reasonable assistance and Documentation to facilitate deployment.

3.2 System Requirements. Customer is responsible for ensuring its systems meet the minimum requirements specified in the Documentation for Agent Software deployment and Platform access.

3.3 Updates. LinuxGuard may release updates, patches, or new versions of the Agent Software from time to time. Customer is encouraged to maintain the Agent Software at a current version. LinuxGuard may cease to support older Agent Software versions upon reasonable notice.

3.4 Telemetry. The Agent Software collects server telemetry as described in the Documentation and LinuxGuard's Privacy Policy. Customer acknowledges that the Agent Software transmits Customer Data to the Platform for analysis and reporting.

3.5 Security. Customer is responsible for the physical and logical security of its servers on which the Agent Software is installed. LinuxGuard is not liable for security breaches arising from Customer's infrastructure or configuration.

4.1 Service Availability. LinuxGuard shall use commercially reasonable efforts to make the Platform available 99.5% of the time in any calendar month, excluding scheduled maintenance, emergency maintenance, and downtime caused by factors outside LinuxGuard's reasonable control.

4.2 Scheduled Maintenance. LinuxGuard shall provide at least 48 hours advance notice of scheduled maintenance that may affect Platform availability, except in cases of emergency maintenance required to address critical security or stability issues.

4.3 Support. LinuxGuard shall provide technical support to Customer during the Subscription Term via email and online channels. Support response times and scope shall be as specified in the applicable Order Form or support tier documentation.

4.4 Exclusions. LinuxGuard's service level obligations do not apply to: (a) unavailability caused by Customer's systems, networks, or third-party services; (b) misuse of the Services by Customer; (c) force majeure events; or (d) scheduled or emergency maintenance.

5.1 Fees. Customer shall pay the fees specified in the applicable Order Form. All fees are stated in the currency specified in the Order Form and are non-refundable except as expressly provided in this Agreement.

5.2 Invoicing and Payment. Fees are invoiced in advance, unless otherwise specified. Payment is due within 30 days of the invoice date. Fees not paid when due may accrue interest at 1.5% per month (or the maximum permitted by law, if lower).

5.3 Taxes. All fees are exclusive of applicable taxes. Customer is responsible for all taxes, levies, or duties (other than taxes on LinuxGuard's net income) imposed in connection with this Agreement.

5.4 Price Changes. LinuxGuard may adjust fees upon renewal of the Subscription Term with at least 30 days prior written notice to Customer.

5.5 Suspension for Non-Payment. LinuxGuard may suspend Customer's access to the Services if any payment is overdue by more than 15 days, provided LinuxGuard has given Customer at least 7 days prior written notice of the intended suspension.

6.1 Customer Data Ownership. As between the parties, Customer retains all rights, title, and interest in and to Customer Data. LinuxGuard has no ownership rights over Customer Data.

6.2 LinuxGuard's Use of Customer Data. LinuxGuard shall use Customer Data only as necessary to provide the Services, as described in the Documentation and this Agreement. LinuxGuard shall not sell Customer Data to third parties.

6.3 Data Processing. To the extent that LinuxGuard processes personal data on Customer's behalf as a data processor, the parties agree to the terms of LinuxGuard's Data Processing Addendum, which is incorporated by reference and made available at /legal/dpa.

6.4 Aggregated Data. LinuxGuard may use aggregated and anonymised data derived from Customer's use of the Services for product improvement, research, and analytics purposes, provided such data does not identify Customer or its personnel.

6.5 Data Return and Deletion. Upon termination of this Agreement, LinuxGuard shall, at Customer's election: (a) make Customer Data available for export for 30 days; and (b) thereafter delete or destroy Customer Data in accordance with LinuxGuard's data retention policy, except as required by applicable law.

7.1 LinuxGuard IP. LinuxGuard retains all Intellectual Property Rights in and to the Platform, Agent Software, Documentation, and any improvements, modifications, or derivative works thereof, including those developed based on Customer feedback.

7.2 Customer Feedback. If Customer provides suggestions, ideas, or feedback about the Services, Customer grants LinuxGuard a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Services without obligation to Customer.

7.3 No Reverse Engineering. Customer shall not reverse-engineer, decompile, or disassemble the Agent Software or Platform, except as expressly permitted by applicable law and then only after providing LinuxGuard with prior written notice.

8.1 Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to third parties without the Disclosing Party's prior written consent; and (c) use Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.

8.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party at the time of disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

8.4 Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall (to the extent permitted) promptly notify the Disclosing Party and cooperate in seeking a protective order.

9.1 LinuxGuard Warranties. LinuxGuard warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; (b) LinuxGuard will implement and maintain reasonable security measures to protect Customer Data; and (c) to LinuxGuard's knowledge, the Services do not infringe third-party Intellectual Property Rights.

9.2 Customer Warranties. Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Services complies with all applicable laws; and (c) it has obtained all necessary consents to allow LinuxGuard to collect and process Customer Data as described in this Agreement.

9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINUXGUARD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, DATA PROTECTION OBLIGATIONS, INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LINUXGUARD IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions. Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

11.1 LinuxGuard Indemnity. LinuxGuard shall defend, indemnify, and hold harmless Customer against any third-party claim alleging that the Services infringe such third party's Intellectual Property Rights, and shall pay any damages finally awarded (or agreed in settlement). This indemnity does not apply if the alleged infringement arises from: (a) Customer's modification of the Services; (b) use of the Services in combination with products or services not provided by LinuxGuard; or (c) use of the Services in breach of this Agreement.

11.2 Customer Indemnity. Customer shall defend, indemnify, and hold harmless LinuxGuard against any third-party claim arising from: (a) Customer's breach of this Agreement; (b) Customer Data (including any allegation that Customer Data infringes a third party's rights or violates applicable law); or (c) Customer's use of the Services in violation of applicable law.

11.3 Indemnification Process. The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

12.1 Term. This Agreement commences on the Effective Date and continues until the expiry of all Subscription Terms, unless earlier terminated.

12.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach.

12.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or similar proceedings.

12.4 Effect of Termination. Upon termination: (a) all licenses granted under this Agreement shall immediately terminate; (b) Customer shall cease all use of the Services and Agent Software; (c) each party shall return or destroy the other's Confidential Information upon request; and (d) Customer shall remain liable for all fees due up to the date of termination. Sections 1, 7, 8, 10, 11, and 13 shall survive termination of this Agreement.

12.5 No Refunds on Termination for Breach. If LinuxGuard terminates this Agreement due to Customer's breach, LinuxGuard shall not be obligated to refund any prepaid fees.

13.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with this Agreement.

13.2 Entire Agreement. This Agreement (including all Order Forms and incorporated policies) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

13.3 Amendments. LinuxGuard may update this Agreement from time to time by posting a revised version with an updated effective date. Customer's continued use of the Services after the effective date of any revision constitutes acceptance of the revised terms. For material changes, LinuxGuard will provide at least 30 days prior notice.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

13.5 Waiver. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that provision.

13.6 Assignment. Customer may not assign or transfer this Agreement without LinuxGuard's prior written consent. LinuxGuard may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.7 Notices. Notices under this Agreement shall be in writing and sent by email (with confirmation of receipt) or by post to the addresses specified in the Order Form or as otherwise notified.

13.8 Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including natural disasters, acts of government, power failures, or internet disruptions.

13.9 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

Last Updated: 24 February 2026

LinuxGuard Ltd | Company number: 16581101 | Kemp House, 152–160 City Road, London, EC1V 2NX