Kanject Code Libraries License Agreement (KCLLA)

Copyright © 2025 Kanject Business Solutions. All rights reserved.

0. Definitions

"Software" means the Kanject Code libraries, any updates or upgrades supplied by Kanject Business Solutions, and any accompanying documentation. "You" (or "Licensee") means the individual or legal entity exercising rights under this Agreement.

1. Grant of License

Subject to strict compliance with this Agreement, including the revenue-based licensing requirements set forth in Section 1A, Kanject Business Solutions ("KBS") grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Your internal development and testing purposes.

1A. Revenue-Based Licensing Tiers

a. Free Tier. If Your organization's (including all parent companies, subsidiaries, and affiliates) total annual gross revenue in the immediately preceding fiscal year was less than One Million U.S. Dollars (US $1,000,000), You may use the Software under the terms of this Agreement at no cost.

b. Commercial Tier. If Your organization's total annual gross revenue equals or exceeds One Million U.S. Dollars (US $1,000,000), You must obtain a separate commercial license from KBS before using the Software. Contact legal@kanjectbusiness.com for commercial licensing terms.

c. Revenue Calculation. Annual gross revenue includes all revenue from all sources, including but not limited to sales, services, licensing, subscriptions, investment income, grants, and any other income, calculated on a consolidated basis for You and all related entities. Revenue in non-USD currencies shall be converted to USD using the average exchange rate published by xe.com for the relevant fiscal year.

d. Ongoing Compliance. You must discontinue use of the Software immediately upon exceeding the revenue threshold unless You have obtained a valid commercial license within ninety (90) days of exceeding such threshold. You are responsible for monitoring Your revenue status and ensuring compliance.

e. Audit Rights. KBS reserves the right, upon thirty (30) days' written notice, to audit Your compliance with the revenue thresholds set forth herein during normal business hours. You agree to provide reasonable cooperation and access to relevant financial records.

f. Grace Period. If You exceed the revenue threshold during a fiscal year, You have ninety (90) days from the end of that fiscal year to either (i) obtain a commercial license, or (ii) cease using the Software entirely.

2. Restrictions

1. No Redistribution. You shall not distribute, disclose, sublicense, sell, rent, lease, lend, publish, host, or otherwise make the Software, in whole or in part, available to any third party in any form or by any means.

2. Internal-Use-Only Modifications. You may modify the Software exclusively for internal use; any modified version is deemed the Software and remains subject to this Agreement.

3. No Reverse Engineering. Except to the limited extent expressly permitted by applicable law, You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.

4. No Competitive Use. You shall not use the Software to develop or improve a product or service that competes with any KBS offering.

5. Compliance. You must comply with all applicable laws, regulations, and export-control rules in connection with Your use of the Software.

6. Revenue Threshold Compliance. You shall not use the Software if Your annual gross revenue equals or exceeds US $1,000,000 without a valid commercial license from KBS.

3. Ownership and Intellectual Property

The Software is licensed, not sold. KBS and its licensors retain all right, title, and interest, including all intellectual-property rights, in and to the Software. No implied licenses are granted.

4. Support and Updates

KBS may, at its sole discretion, provide updates, upgrades, or support. Any such deliverables are deemed part of the Software and governed by this Agreement unless KBS provides different terms.

5. Term and Termination

1. Term. This Agreement is effective on the earlier of (i) the date You first download, install, copy, or use the Software, or (ii) the date You accept this Agreement.

2. Termination for Convenience. KBS may terminate this Agreement at any time upon thirty (30) days' written notice.

3. Termination for Cause. KBS may terminate immediately if You breach any provision, including failure to comply with revenue-based licensing requirements.

4. Effects of Termination. Upon termination, You must cease all use of the Software and destroy or permanently erase all copies in Your possession or control. Sections 2–3 and 5–15 survive termination.

6. No Warranty

THE SOFTWARE IS PROVIDED "AS IS" AND WITH ALL FAULTS. KBS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KBS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUES, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

You agree to indemnify, defend, and hold harmless KBS and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (i) Your use of the Software in violation of this Agreement, (ii) Your violation of applicable law, or (iii) Your failure to comply with revenue-based licensing requirements.

9. Confidentiality

Any non-public information disclosed by KBS in connection with the Software is KBS confidential information. You must protect such information with at least the same degree of care that You use to protect Your own confidential information, but no less than reasonable care.

10. Export Compliance; International Use

a. Export Laws. You represent that You are not located in, under the control of, or a national or resident of any country to which export or re-export of the Software is prohibited by the United States, Nigeria, or other applicable export laws. You agree not to export, re-export, or transfer the Software to any such country or person.

b. Local Law Compliance. You agree to comply with all applicable local laws and regulations in Your jurisdiction regarding the use of the Software, including but not limited to data protection, privacy, and intellectual property laws.

c. Sanctions Compliance. You represent that You are not subject to any economic sanctions or trade restrictions imposed by any government, and You will not use the Software in violation of any such sanctions or restrictions.

11. U.S. Government End Users

The Software is "commercial computer software" under DFARS 252.227-7014 and FAR 2.101. Government end users acquire the Software only with the rights expressly set forth herein.

12. Governing Law; Venue; Dispute Resolution

a. Primary Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, excluding its conflict-of-laws principles. The parties consent to the jurisdiction and venue of the Federal High Court of Nigeria sitting in Lagos State.

b. Alternative Jurisdiction. If the Nigerian courts decline jurisdiction over You or if enforcement of a Nigerian judgment in Your jurisdiction would be impractical, then this Agreement shall be governed by the laws of the jurisdiction where You are incorporated, domiciled, or conduct Your primary business operations, and You consent to the jurisdiction of the competent courts in such jurisdiction.

c. Arbitration Option. At KBS's sole discretion, any dispute arising under this Agreement may be resolved through binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration. The seat of arbitration shall be Lagos, Nigeria, or such other location as KBS may designate. The arbitration shall be conducted in English.

d. Enforcement. You acknowledge that a breach of this Agreement may cause irreparable harm to KBS for which monetary damages would be inadequate, and You agree that KBS shall be entitled to seek injunctive relief and other equitable remedies in any court of competent jurisdiction without posting bond.

e. Service of Process. If You are not located in Nigeria, You appoint any agent authorized to receive legal documents in Your jurisdiction as Your agent for service of process, or if no such agent exists, You consent to service by internationally recognized courier service to Your registered business address.

13. Severability

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

14. Waiver

Failure or delay by KBS to exercise any right or remedy shall not constitute a waiver of such right or remedy.

15. Entire Agreement; Amendment; Assignment

This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous oral or written communications. No amendment or modification is binding unless in writing and signed by KBS. You may not assign or transfer this Agreement (by operation of law or otherwise) without KBS's prior written consent; any attempted assignment without consent is void. KBS may freely assign this Agreement.

16. Contact Information; Legal Notices

a. Primary Contact: Kanject Business Solutions Email: legal@kanjectbusiness.com Lagos, Nigeria

b. Service of Legal Documents: For formal legal notices and service of process: Kanject Business Solutions Legal Department [Physical Address] Lagos, Nigeria Email: legal@kanjectbusiness.com

c. Commercial Licensing Inquiries: Email: commercial@kanjectbusiness.com Subject Line: "Commercial License Inquiry - [Company Name]"

© 2025 Kanject Business Solutions. All rights reserved.