rConfig Vector MSP Edition – Software Licence Agreement (EULA)

1. Licence Grant; MSP / Vector Scope

1.1 Licence Grant – MSP / Vector Use

Subject to this Agreement and payment of applicable fees, rConfig grants Company a non-exclusive, non-transferable licence to:

• install and operate the Software in Company's own infrastructure (on-prem, private cloud, or hosted environments); and
• use the Software to provide managed network configuration services to multiple third-party customers ("End Clients") on a multi-tenant or logically separated basis.

This includes:

• operating one or more rConfig Vector controllers;
• managing multiple End Clients' networks from shared or dedicated instances;
• bundling access to the Software as part of Company's managed service offering.

The licence does not grant Company or End Clients any ownership rights in the Software.

1.2 Resale & Packaging

Company may:

• package the Software as part of its broader managed service, and
• charge End Clients for that managed service,

but may not resell standalone rConfig licences or represent itself as an authorised rConfig distributor or reseller unless it has a separate written agreement with rConfig.

1.3 End Client Access

End Clients may:

• access the Software (e.g. via a portal, delegated access, or restricted UI/API);
• view and manage their own devices and configuration data,

but:

• End Clients are not direct licencees under this Agreement;
• Company remains fully responsible for End Clients' use and compliance.

1.4 Term

Unless otherwise specified in the order, MSP agreement, or grant letter:

• the Software licence is perpetual;
• usage rights (e.g. device capacity, support, updates) are tied to active subscription or maintenance.

rConfig may suspend or restrict use where fees are overdue or usage exceeds entitlement.

2. Product Entitlement, Deployment & Restrictions

2.1 Product Entitlement

Company's right to use the Software is subject to:

• the Product Entitlement (e.g. max device count, tenant count, regions) in the order, MSP contract, or grant letter; and
• any additional terms agreed in writing with rConfig.

2.2 Multi-Tenant / Hosted Environments

Vector / MSP Edition is expressly intended for:

• multi-tenant deployments,
• hosted environments operated by Company,
• use in public or private cloud infrastructure,
• shared or dedicated instances per End Client.

Company may run the Software in any such environment, subject to this Agreement and applicable law.

2.3 Copies & Installations

Company may:

• install the Software on multiple servers, clusters, regions, and environments as needed;
• make reasonable copies for back-up, archival, disaster recovery, staging and testing;

provided that:

• all usage is controlled by Company;
• device/node usage remains within the contracted Product Entitlement (aggregated across all End Clients and instances).

2.4 Affiliates and Managing Parties

Company may permit use of the Software:

• by its Affiliates (e.g. group entities delivering managed services); and
• by a Managing Party engaged to operate infrastructure on Company's behalf,

provided that:

• such parties use the Software solely to support Company's managed service to End Clients;
• they comply with this Agreement; and
• Company gives written notice to rConfig on request.

Company is fully liable for its Affiliates, Managing Parties, and End Clients.

2.5 General Restrictions

Except as expressly permitted, Company must not:

• sell, rent, or sublicense the Software as a standalone product;
• reverse engineer, decompile, or disassemble the Software (except as allowed by mandatory law, with prior notice to rConfig);
• remove or alter proprietary notices;
• use the Software to build a directly competing product or platform;
• publish benchmarks without rConfig's prior written consent.

3. Support, Maintenance & MSP Service Boundaries

3.1 Support Entitlement

rConfig will provide Support in accordance with:

• the applicable Support plan or MSP agreement, and
• rConfig's Technical Support and Maintenance Terms (incorporated by reference).

Support is provided to Company only, not directly to End Clients. Company is responsible for first-line triage.

3.2 Scope of Support

rConfig's obligations are limited to:

• the Software and its components;
• documented integrations and supported platforms.

rConfig is not responsible for:

• Company's or End Clients' underlying infrastructure;
• unrelated network, OS, or platform issues;
• customisations or forks not approved by rConfig.

3.3 Fair Use

Because Support resources are shared, rConfig may:

• flag excessive ticket volumes or repeated low-value requests, and
• require Company to upgrade to a higher Support tier or MSP package where usage is clearly beyond fair use.

3.4 Customer Conduct & Anti-Abuse

Company, its Affiliates, End Clients, and Managing Parties must:

• act professionally and respectfully in all interactions with rConfig staff;
• not engage in abusive, harassing, threatening, discriminatory, or bad-faith behaviour;
• not flood ticket systems or attempt to bypass agreed support processes;
• not probe, attack, or abuse rConfig's own systems or services.

rConfig may:

• suspend or limit Support for breaches of this section;
• immediately suspend interactions in cases of abuse or threats;
• terminate this Agreement for repeated or severe breaches.

4. Termination

4.1 By Company

Company may terminate this Agreement at any time by:

• ceasing all use of the Software; and
• uninstalling or destroying all copies.

Fees already paid are non-refundable unless otherwise agreed in writing.

4.2 By rConfig for Breach

rConfig may terminate this Agreement, or suspend use, if Company materially breaches this Agreement and fails to cure within 30 days of written notice (or immediately in cases of severe abuse, fraud, or legal risk).

Material breach includes, without limitation:

• persistent overuse beyond Product Entitlement;
• redistribution of standalone licences;
• unauthorised reselling;
• export control violations.

4.3 End-of-Life

Use of specific versions or features is subject to rConfig's End-of-Life policy. On End-of-Life:

• Support, Updates, and security patches for that version/feature may cease;
• Company may need to upgrade to a supported version.

End-of-Life does not automatically terminate the perpetual licence unless expressly stated.

5. Payments, Taxes & Audit

5.1 Fees & Payment Terms

Unless purchased via an Authorised Partner (in which case payment is between Company and that partner):

• Company will pay all invoices within 30 days of the invoice date;
• late payments may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

All payment obligations are non-cancellable and non-refundable unless otherwise agreed.

5.2 Taxes & Withholding

Transaction taxes and withholding tax provisions apply as per standard commercial terms.

5.3 Audit / Deployment Verification

Once per year, rConfig may request a deployment / entitlement report, limited to:

• number of devices managed (aggregated across all End Clients),
• number of tenants / End Clients,
• instance/cluster count,
• licensed features and versions.

If the Software cannot auto-generate such a report, Company will produce a reasonably detailed manual report.

If the report shows overuse or non-compliance, Company must:

• purchase additional capacity or licences,
• pay any applicable back-fees and reinstatement charges, and
• pay any reasonable out-of-compliance fee.

rConfig will conduct audits in a way that minimises disruption to Company's business.

6. Confidentiality

Standard confidentiality provisions apply regarding the disclosure and protection of Confidential Information exchanged between the parties.

7. Intellectual Property

7.1 Ownership

rConfig (and its licensors) own all rights, title, and interest in and to:

• the Software,
• Documentation,
• updates, upgrades, patches,
• underlying designs, schemas, and code,
• derivative works created by or for rConfig.

Company receives only the rights expressly granted in this Agreement.

7.2 Open Source Components

The Software may include third-party free or open-source software ("FOSS") components. Those are:

• licensed under their respective FOSS licences;
• not subject to this EULA where the FOSS licence grants broader rights.

Nothing in this Agreement restricts rights granted under FOSS licences.

7.3 MSP Customisations

Custom integrations, automation, or extensions developed by Company:

• remain Company's IP to the extent they do not constitute derivative works of rConfig's code;
• must not infringe rConfig's IP or expose source code in breach of this Agreement.

Where custom modules are co-developed with rConfig under a Professional Services engagement, ownership will follow the SOW or PS agreement.

8. Limited Warranty; Disclaimer

8.1 Limited Warranty

For 30 days from delivery, rConfig warrants that the Software will perform substantially in accordance with the Documentation.

Company's exclusive remedy is:

• repair or replacement of the Software, or
• refund of fees paid for the affected Software if repair or replacement is, in rConfig's opinion, unreasonable.

8.2 Exclusions

The Limited Warranty does not apply where:

• the Software is used contrary to the Documentation or this Agreement;
• the Software has been modified by anyone other than rConfig or its authorised partners;
• issues are caused by third-party systems, infrastructure, or software beyond rConfig's control.

8.3 Disclaimer

Except for the Limited Warranty:

• the Software and Support are provided "AS IS";
• rConfig disclaims all other warranties to the maximum extent permitted by law.

8.4 High-Risk Systems

The Software is not designed for use in High-Risk Systems (nuclear, life support, aviation, etc.). Company assumes all risk for such use and agrees to indemnify rConfig against related claims.

8.5 Third-Party Products

rConfig does not warrant the operation or accuracy of third-party products or services, even where integrated with the Software.

9. Limitation of Liability

To the maximum extent permitted by law:

• each party's total aggregate liability arising out of or related to this Agreement is limited to the fees paid or payable by Company to rConfig in the twelve (12) months preceding the event giving rise to the claim;
• neither party is liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, loss of data, or business interruption), even if advised of the possibility.

Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law.

10. Indemnification

Standard indemnification provisions apply, including Company's indemnification of rConfig for misuse of the Software and rConfig's IP indemnity for third-party claims, subject to standard indemnity procedures.

11. Evaluation, Beta & FOSS

Software marked as Evaluation or Beta is provided "AS IS" without warranties or Support commitments. FOSS components included with the Software remain subject to their respective open-source licenses.

12. Privacy & Data Protection in MSP Context

12.1 Privacy Policy & DPA

Any processing of Personal Data in connection with the Software is governed by:

• the rConfig Privacy Policy, and
• where applicable, the rConfig Data Processing Addendum (DPA),

both available on www.rconfig.com.

12.2 MSP Role

For data relating to End Clients, Company is typically the controller (or at least the primary contracting party) and:

• is responsible for lawful processing, transparency, and data subject rights;
• must ensure its own contracts with End Clients address processing with rConfig.

12.3 Telemetry & Opt-Out

The Software may, where enabled:

• send usage, diagnostic, and telemetry data to rConfig;
• collect certain system and deployment details.

Where possible, rConfig will provide mechanisms to limit or disable telemetry, subject to reduced functionality or support.

12.4 Customer Obligations

Company is responsible for:

• obtaining any required consents or notices from End Clients and data subjects;
• ensuring its MSP operations comply with applicable data protection laws (including GDPR).

13. Compliance with Laws

Both parties must comply with all applicable export control laws, sanctions regulations, and anti-corruption laws in their performance under this Agreement.

14. General Provisions

This Agreement is governed by the laws of Ireland. Disputes are subject to the exclusive jurisdiction of the Irish courts.

Standard provisions apply regarding:

• relationship
• severability
• no waiver
• force majeure
• governing law (Ireland)
• jurisdiction (Irish courts)
• notices
• assignment

15. Definitions & Interpretation

Key terms used throughout this Agreement include:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Confidential Information" means non-public information disclosed by one party to the other.
• "End Client" means an external customer whose network is managed by Company using the Software.
• "High-Risk System" means any system where failure could result in death, personal injury, or severe environmental damage.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Managing Party" means a third party engaged by Company to operate infrastructure on Company's behalf.
• "Personal Data" has the meaning given in applicable data protection laws.
• "Software" means rConfig Vector / MSP Edition software in object code form.
• "Support" means technical support and maintenance services as defined in the MSP Support Schedule.
• "Tenant" means a logically separated collection of configuration data and devices associated with a particular End Client or group.
• "Update" means bug fixes, patches, and minor improvements.
• "Upgrade" means new major versions or significant feature additions.