Fusion Unchained Software License Agreement

Effective Date: October 1, 2026

Please read this Fusion Unchained Software License Agreement (“Agreement”) carefully before downloading, installing, activating, accessing, or using any Software provided by Fusion Unchained LLC.

By signing or otherwise accepting an Order that references this Agreement, clicking to accept this Agreement, or downloading, installing, activating, accessing, or using the Software after being presented with this Agreement, you acknowledge that you have read, understood, and agree to be bound by it. If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

This Agreement is between you or the entity you represent (“Customer”, “you”, or “your”) and Fusion Unchained LLC (“Fusion Unchained”, “we”, “our”, or “us”).

The Software is intended for business and professional use.

1. Definitions

“Software” means any downloadable software product made available by Fusion Unchained under this Agreement, under any current, prior, or successor product name, including applicable versions, updates, patches, documentation, associated components, and related locally installed services, except where different terms are expressly provided.

“Restricted Mode” means operation of Software without a Commercial License, subject to product-specific restrictions on functionality, capacity, scale, project size, data volume, generated output, automation, concurrency, or other usage characteristics.

“Commercial License” means a paid license granted under an applicable Order.

“Evaluation License” means a temporary license provided for evaluation, proof-of-concept, demonstration, or pre-purchase assessment.

“Pre-Release Software” means Software, versions, or features identified as alpha, beta, preview, early access, release candidate, or similar.

“Node-Locked License” means a license associated with a particular machine, device, system, hardware identifier, or other designated node.

“Floating License” means a license permitting a specified number of concurrent uses, instances, seats, or checkouts administered by a License Server.

“License Server” means a customer-hosted or other authorized system used to distribute, validate, or manage Floating Licenses.

“Authorized User” means an individual authorized to use the Software within the scope of the applicable license.

“Order” means a Fusion Unchained quotation or order form accepted by Customer, another ordering document signed by both parties, or, where no other ordering document exists, a paid Fusion Unchained invoice, in each case identifying the applicable Software, license type, quantity, term, fees, support, deployment terms, or other commercial terms.

“Customer Data” means source code, specifications, logs, register descriptions, designs, configurations, project files, test data, analysis data, and other materials supplied to or processed by the Software on Customer’s behalf.

“Generated Output” means project-specific output produced by the Software from Customer Data or Customer instructions, including source code, RTL, SystemVerilog, UVM components, register definitions, reports, documentation, configuration files, scripts, diagrams, testbench artifacts, analysis results, and similar work product.

“Runtime Components” means Fusion Unchained libraries, packages, base classes, macros, headers, or similar supporting components designated by Fusion Unchained as runtime components and supplied with a code-generation product because they are required to compile, simulate, maintain, or otherwise use Generated Output. Runtime Components do not include separately licensed Framework Software or Fusion VIP.

“Framework Software” means reusable Fusion Unchained verification libraries, packages, classes, components, or other SystemVerilog verification intellectual property licensed as a product or solution in its own right, rather than generated specifically from Customer Data. Framework Software includes separately licensed verification IP such as scoreboarding, stimulus-generation, checking, resource-management, error-injection, and similar reusable verification solutions (“Fusion VIP”). Framework Software may be provided in encrypted or other protected form.

2. Agreement Structure and Orders

This Agreement establishes the general legal terms governing use of the Software.

An Order establishes the commercial scope of a purchase, including the Software licensed, license model, quantity or concurrency, term, fees, support, deployment scope, permitted affiliates or sites where applicable, and any negotiated terms.

A Fusion Unchained quotation becomes an Order when Customer accepts it in writing, signs it, or issues a purchase order that clearly references it before the quotation expires.

Customer purchase orders, supplier portals, vendor forms, and similar Customer documents are accepted for administrative convenience only. Any additional or different legal terms contained or referenced in them are rejected and do not modify this Agreement or an Order unless Fusion Unchained expressly agrees to those terms in writing.

If an Order expressly conflicts with this Agreement, the Order controls for the specific commercial or negotiated term identified in that Order.

Product-specific Restricted Mode limits and technical licensing characteristics may be described in the Software, documentation, or product licensing notices. Those descriptions supplement but do not replace this Agreement.

3. License Grants

3.1 Restricted Mode

Subject to this Agreement, Fusion Unchained grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use Software made available in Restricted Mode.

Restricted Mode is intended to allow prospective and existing users to explore, evaluate, learn, demonstrate, or perform limited work within the technical restrictions imposed by the applicable product.

Restricted Mode limits may include restrictions on project size, data volume, records, registers, CSRs, diagrams, searches, transformations, generated results, automation, concurrency, export, reporting, AI-assisted operations, or other product-specific capacity or functionality.

Fusion Unchained may change Restricted Mode limits in future releases or stop offering Restricted Mode for a future version. Such changes do not alter rights already purchased under an existing Order.

3.2 Commercial Licenses

Subject to payment of applicable fees and compliance with this Agreement and the applicable Order, Fusion Unchained grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the applicable Software during the license term and within the license scope stated in the Order.

Commercial Licenses may include Node-Locked, Floating, individual, team, enterprise, term, perpetual, framework, or other license models described in the Order.

Unless an Order states otherwise, Authorized Users may include Customer’s employees and individual contractors acting on Customer’s behalf. Use by affiliates, additional legal entities, sites, regions, or other organizational units is permitted only to the extent stated in the Order.

3.3 Evaluation Licenses

Evaluation Licenses are for evaluation, proof-of-concept, demonstration, and pre-purchase assessment unless Fusion Unchained expressly authorizes another use in writing.

Customer owns Generated Output created during an Evaluation License on the same basis as Generated Output created under Restricted Mode or a Commercial License. Expiration of an Evaluation License does not affect Customer’s ownership of that Generated Output.

However, ownership of Generated Output does not grant Customer any continuing right to use separately licensed Framework Software or Fusion VIP. If Generated Output references, extends, imports, instantiates, links against, or otherwise depends upon Fusion VIP, Customer must hold a valid license entitlement applicable to that Fusion VIP in order to compile, elaborate, simulate, execute, or otherwise use the functionality dependent upon it.

Runtime Components supplied with a code-generation product are governed by Section 7.3 and are distinct from separately licensed Framework Software and Fusion VIP.

3.4 Pre-Release Software

Pre-Release Software may be incomplete, contain defects, change substantially, or be withdrawn. Fusion Unchained does not promise that a pre-release feature or product will become generally available. Unless stated otherwise in an Order, Pre-Release Software is provided without a support commitment.

Non-public Pre-Release Software and non-public information about it are Fusion Unchained Confidential Information.

4. Activation and License Management

4.1 Node-Locked Licenses

Node-Locked Licenses may require online activation or periodic validation.

Where offered, Fusion Unchained may provide offline activation for air-gapped or otherwise disconnected systems.

Customer may move a Node-Locked License to a replacement machine by deactivating the original installation or, where that is not possible, by contacting Fusion Unchained. Fusion Unchained may apply reasonable limits to prevent a Node-Locked License from being used as a shared or floating license.

4.2 Floating Licenses

Floating Licenses may be administered through a License Server installed or operated within Customer’s environment.

Unless the applicable Order states otherwise, a customer-hosted License Server may distribute up to the purchased number of concurrent entitlements without requiring each licensed client system to communicate directly with Fusion Unchained solely to check out a license.

Any organizational, site, territorial, affiliate, or other deployment scope for a Floating License is defined by the applicable Order.

Customer is responsible for operating and securing its License Server and for remaining within purchased entitlements.

4.3 Licensing Technology

Fusion Unchained may use third-party licensing technology or service providers to implement activation and license management. A particular licensing provider is an implementation detail and may change without changing the license rights granted under this Agreement.

5. Orders, Fees, Term, and Support

Fees, payment terms, license duration, renewal terms, support, updates, maintenance, and other commercial terms are stated in the applicable Order.

Unless an Order states otherwise:

fees are exclusive of applicable transaction, sales, use, value-added, or similar taxes other than taxes imposed on Fusion Unchained’s net income;
invoices are payable in U.S. dollars according to the payment terms stated on the Order or invoice;
Commercial Licenses do not automatically renew;
fees are non-refundable except where required by applicable law;
active term-based licenses include updates generally made available for the licensed product during the paid term;
a perpetual license covers the delivered version and patch releases made generally available for that version, but does not include later major versions, ongoing maintenance, or support unless purchased separately; and
Restricted Mode and Evaluation Licenses do not include a guaranteed support level.

Fusion Unchained may issue time-limited or otherwise conditioned license credentials pending payment and may suspend paid license rights for undisputed overdue fees after reasonable written notice.

Fusion Unchained may change pricing, packaging, or licensing models for future Orders or renewals without changing the terms of an existing Order during its committed term.

6. License Restrictions

Except where expressly permitted by this Agreement, an Order, or applicable law, Customer may not:

copy, distribute, sublicense, lease, rent, sell, transfer, or commercially provide the Software or associated license rights to a third party;
reverse engineer, decompile, disassemble, decrypt, defeat encryption of, or otherwise attempt to derive source code or non-public implementation details of the Software;
modify, adapt, translate, or create derivative works of the Software itself;
remove or alter copyright notices, trademarks, proprietary markings, or licensing notices;
circumvent, disable, falsify, or defeat licensing, activation, concurrency, security, usage-limit, encryption, or copy-protection mechanisms;
use unauthorized license keys, activation mechanisms, or License Servers;
share or pool license entitlements beyond the scope purchased in an Order;
deliberately partition, automate, duplicate, or replicate Restricted Mode use primarily to circumvent its limits;
use the Software to develop a substantially competing product through unauthorized copying or extraction of Fusion Unchained proprietary implementation details;
use the Software in violation of applicable law; or
use the Software in connection with malicious software, unlawful surveillance, unauthorized system access, or illegal data collection.

These restrictions do not limit Customer’s rights in Customer Data or Generated Output granted below.

7. Ownership, Generated Output, and Fusion Unchained Components

The Software is licensed, not sold. Fusion Unchained and its licensors retain all right, title, and interest in the Software and its underlying technology, including source code, executable code, architecture, user interface, algorithms, engines, generators, templates, libraries, models, frameworks, documentation, methods, and know-how.

7.1 Customer Data

As between Customer and Fusion Unchained, Customer owns Customer Data. Fusion Unchained acquires no ownership rights in Customer Data solely because Customer uses the Software.

7.2 Generated Output

As between Customer and Fusion Unchained, Customer owns all right, title, and interest in Generated Output produced through Customer’s authorized use of the Software, including Generated Output created in Restricted Mode, under an Evaluation License, or under a Commercial License. To the extent Fusion Unchained may acquire intellectual property rights in that Generated Output, Fusion Unchained assigns those rights to Customer.

Customer may retain, use, modify, reproduce, distribute, sublicense, incorporate, manufacture from, commercialize, and otherwise exploit Generated Output without further payment to Fusion Unchained, subject to any applicable third-party or open-source license terms.

Fusion Unchained retains ownership of technology that existed independently of the Generated Output or is reusable across customers, including the Software, generators, algorithms, engines, libraries, reusable templates, Runtime Components, Framework Software, Fusion VIP, methods, and know-how (“Fusion Materials”).

Customer ownership of Generated Output does not grant ownership of, or an implied license to, separately licensed Framework Software or Fusion VIP. If Generated Output depends upon Fusion VIP, Customer must maintain the license entitlement required by Section 7.4 to compile, elaborate, simulate, execute, or otherwise use the functionality dependent upon that Fusion VIP.

To the extent other Fusion Materials are embedded in or inseparably incorporated into Generated Output and are not separately licensed Framework Software or Fusion VIP, Fusion Unchained grants Customer a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, with the right to sublicense, to use those embedded Fusion Materials as part of, or as reasonably necessary to use, modify, distribute, and commercialize the Generated Output.

Where Generated Output incorporates third-party or open-source material, that material remains subject to its applicable license terms.

7.3 Runtime Components

Certain code-generation products, including products such as CSRForge, may supply Runtime Components such as base classes, packages, macros, headers, or similar support code that are required for Generated Output to compile, simulate, operate, or otherwise remain usable.

Fusion Unchained retains ownership of Runtime Components. Customer receives a perpetual, worldwide, royalty-free, non-exclusive license to use and reproduce the version of any Runtime Components supplied with the applicable Software solely as reasonably necessary to compile, simulate, maintain, support, modify, and use Generated Output lawfully created through Customer’s authorized use of that Software.

These continuing Runtime Component rights apply to Generated Output lawfully created in Restricted Mode, under an Evaluation License, or under a Commercial License. Their purpose is to ensure that Customer-owned Generated Output does not become unusable solely because a tool evaluation or license term later ends.

Customer may provide Runtime Components to contractors acting on Customer’s behalf and, where reasonably necessary to use Generated Output, to recipients of that Generated Output, provided the Runtime Components remain protected against standalone redistribution or unauthorized use.

Runtime Components may not be distributed, sold, or licensed as standalone products, and may not be used independently to create a competing product.

Separately licensed Framework Software and Fusion VIP are not Runtime Components and do not receive the continuing rights granted by this Section.

7.4 Framework Software and Fusion VIP

Framework Software and Fusion VIP are Fusion Unchained proprietary technology licensed separately from Generated Output and Runtime Components.

Customer does not acquire ownership of Framework Software or Fusion VIP merely because Generated Output references, configures, extends, instantiates, imports, links against, or otherwise uses it.

The applicable Order defines whether Framework Software or Fusion VIP is licensed on a term, annual enterprise, perpetual, site, project, company-wide, or other basis, together with the applicable organizational, deployment, support, and update scope.

Customer must hold a valid license entitlement applicable to the relevant Framework Software or Fusion VIP in order to compile, elaborate, simulate, execute, or otherwise use functionality that depends upon that Framework Software or Fusion VIP.

Expiration or termination of an Evaluation License or term-based Commercial License does not affect Customer’s ownership of its Generated Output. It does, however, end Customer’s right to use Framework Software or Fusion VIP covered by the expired or terminated entitlement, unless the applicable Order or license schedule expressly grants continuing rights.

A perpetual Framework Software or Fusion VIP license permits continued use of the licensed version within the scope stated in the Order.

Unless an Order expressly states otherwise, Customer may not redistribute Framework Software or Fusion VIP as a standalone product or make it available outside the licensed Customer organization.

Framework Software and Fusion VIP may be provided in encrypted or otherwise protected form. Customer may not defeat or attempt to defeat that protection.

7.5 Feedback

Fusion Unchained may use suggestions and feedback concerning the Software without restriction or obligation, provided it does not disclose Customer Data or Customer Confidential Information or identify Customer as the source without permission.

8. Privacy, Licensing Communications, and Confidentiality

8.1 Customer Data and Communications

Except for licensing communications described below, the Software does not transmit Customer project data, source code, design data, diagnostic information, crash reports, or general usage telemetry to Fusion Unchained unless Customer affirmatively enables or initiates the transmission.

If Customer requests support, Customer may choose to provide logs, crash information, project excerpts, screenshots, source code, configuration data, or other information to Fusion Unchained. Such information is treated as Customer Confidential Information.

Online activation or validation may communicate limited installation, product, device, license, or similar identifiers reasonably necessary to activate, validate, administer, or protect a license to Fusion Unchained or an authorized licensing-service provider.

Where offline activation is offered, the licensed system need not establish an external network connection solely for activation or validation, although Customer may need to transfer an activation request and response through an approved offline process.

Fusion Unchained will not use licensing communications to collect Customer project data, source code, logs, or other substantive Customer Data.

8.2 Confidentiality

Each party may receive non-public information from the other that is identified as confidential or reasonably should be understood to be confidential (“Confidential Information”).

Each receiving party will use the disclosing party’s Confidential Information only for the parties’ authorized business relationship; protect it using at least the same degree of care used for its own similar confidential information and no less than reasonable care; and maintain reasonable safeguards appropriate to the nature of the information.

A receiving party may disclose Confidential Information to employees, contractors, professional advisers, and service providers with a legitimate need to know and appropriate confidentiality obligations.

Neither party will otherwise voluntarily disclose the other party’s Confidential Information to a third party without express written consent, except where disclosure is required by law.

Confidential Information does not include information lawfully known without restriction before disclosure, independently developed without use of the Confidential Information, lawfully obtained from another source without a duty of confidentiality, or made public through no breach of obligation.

Where legally permitted, a party required by law to disclose Confidential Information will give reasonable notice and assistance so the other party may seek confidential treatment or a protective order.

These obligations continue for five (5) years after disclosure and, for source code, design data, and trade secrets, for as long as the information remains confidential.

Upon written request, a receiving party will return or destroy Confidential Information in its possession or control, except for routine backups or copies retained as required by law, which remain protected until deleted.

The obligations in this Section require reasonable care but do not guarantee that a security incident or unauthorized access can never occur.

A separate nondisclosure agreement may impose additional or more specific confidentiality obligations. Where a separate NDA conflicts with this Section regarding covered information, the NDA controls.

9. AI Integration

Certain Software may provide interfaces, including Model Context Protocol (“MCP”) interfaces or similar mechanisms, allowing Customer to connect the Software to AI systems selected, supplied, hosted, operated, or approved by Customer.

Unless an Order expressly states otherwise, Fusion Unchained does not provide or operate an AI model-hosting, inference, or AI-backend service.

Customer is responsible for selecting and configuring any external AI provider, locally hosted model, or other AI infrastructure and for determining whether it satisfies Customer’s privacy, security, confidentiality, licensing, and regulatory requirements.

Customer Data is not transmitted to an AI system merely because an integration is available. Transmission occurs only as a result of Customer configuration, invocation, or use.

Fusion Unchained does not control and is not responsible for the availability, security, privacy practices, data retention, contractual terms, or output of a third-party or Customer-operated AI system.

Actions initiated through a Customer-configured AI integration are treated as Customer actions. Customer is responsible for appropriate permissions, approvals, controls, and supervision.

AI-generated or AI-assisted output may contain errors, omissions, insecure constructs, incorrect assumptions, or unintended results and is subject to the same validation responsibilities and disclaimers as other Generated Output.

10. Updates, Availability, and Third-Party Components

Fusion Unchained may provide patches, bug fixes, enhancements, and new Software versions according to the applicable Order.

Fusion Unchained does not guarantee that every feature, integration, API, workflow, licensing implementation, or third-party dependency will remain unchanged in future versions.

Software may include third-party or open-source components governed by their own license terms. Applicable notices may be provided in the Software, distribution package, documentation, or associated notices files. Where a third-party license requires different terms for that component, those terms control for that component.

11. Generated Output Validation and Disclaimer of Warranties

THE SOFTWARE, INCLUDING RESTRICTED MODE, EVALUATION LICENSES, PRE-RELEASE SOFTWARE, GENERATED OUTPUT, AND AI-ASSISTED OUTPUT, IS PROVIDED “AS IS” AND “AS AVAILABLE” EXCEPT TO THE EXTENT AN ORDER EXPRESSLY PROVIDES A DIFFERENT WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUSION UNCHAINED DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

FUSION UNCHAINED DOES NOT WARRANT THAT THE SOFTWARE OR GENERATED OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS, BE COMPLETE, BE FREE OF DEFECTS, OR PRODUCE ACCURATE OR ERROR-FREE RESULTS.

Generated Output may depend on Customer Data, Customer-authored templates, Customer source code, Customer configuration, third-party components, external tools, and Customer-selected AI systems. Although Fusion Unchained endeavors to design and validate its Software carefully, errors and unexpected interactions may occur.

Customer is responsible for reviewing, validating, compiling, simulating, testing, verifying, and approving Generated Output before relying upon it or incorporating it into production, verification, silicon, releases, or other operational workflows.

Unless an Order expressly states otherwise, the Software has not been qualified, certified, or assessed as a tool under functional-safety or design-assurance standards such as ISO 26262, IEC 61508, or DO-254. Customer is responsible for any qualification or independent verification its development flow requires.

12. Limitation of Liability and Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUSION UNCHAINED SHALL NOT BE LIABLE, UNDER ANY THEORY OF LIABILITY, FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR BUSINESS INTERRUPTION;
COSTS OF SILICON RE-SPINS, MASK SETS, WAFERS, PROTOTYPES, FPGA OR BOARD REWORK, TAPE-OUT OR SCHEDULE DELAYS, LOST TIME TO MARKET, PRODUCT RECALLS, FIELD FAILURES, OR REWORK OF CUSTOMER PRODUCTS; OR
COSTS OF PROCURING SUBSTITUTE SOFTWARE OR TECHNOLOGY,

ARISING OUT OF OR RELATED TO THIS AGREEMENT, AN ORDER, THE SOFTWARE, OR GENERATED OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE EXCLUSIONS APPLY WHATEVER THE CAUSE OF THE LOSS, INCLUDING SYSTEM FAILURE, A SECURITY INCIDENT, OR DEFECTIVE OR INCORRECT GENERATED OUTPUT.

12.1 No-Fee Use

RESTRICTED MODE, NO-FEE EVALUATION LICENSES, AND NO-FEE PRE-RELEASE SOFTWARE ARE PROVIDED ENTIRELY AT CUSTOMER’S RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUSION UNCHAINED SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO SUCH NO-FEE USE, INCLUDING GENERATED OUTPUT, DATA LOSS, BUSINESS INTERRUPTION, SYSTEM IMPACT, OR OTHER LOSS OR DAMAGE.

Nothing in this Agreement excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

12.2 Paid Commercial Licenses

Except for liability that cannot lawfully be limited, Fusion Unchained’s total cumulative liability arising out of or related to a paid Commercial License, this Agreement, or the applicable Order shall not exceed the fees paid or payable by Customer for the affected Software during the twelve (12) months preceding the event giving rise to the claim or, for a perpetual license, the one-time license fee paid for the affected Software, whichever applicable amount is greater.

12.3 Indemnification

Unless an Order, master agreement, or separately executed written agreement expressly states otherwise, neither party assumes an obligation to defend, indemnify, or hold the other harmless from third-party claims.

13. Term, Termination, and License Compliance

This Agreement remains effective while Customer possesses or uses the Software.

If Customer materially breaches this Agreement or an Order, Fusion Unchained may provide written notice describing the breach. Customer has thirty (30) days from the date of written notice to cure it.

If Customer fails to cure within that period, Fusion Unchained may suspend or terminate the affected license rights.

Fusion Unchained may suspend or terminate affected license rights more promptly where reasonably necessary to address a breach that cannot meaningfully be cured, deliberate license circumvention, unauthorized distribution of Software or license keys, intentional misappropriation of Fusion Unchained intellectual property, fraud, malicious activity, an immediate security threat, unlawful use, or immediate legal or security risk.

Fusion Unchained may end a no-fee Restricted Mode, Evaluation, or Pre-Release license by reasonable notice.

Upon expiration or termination of a Commercial License, paid functionality ends and the Software may revert to Restricted Mode where technically supported. Customer’s ownership of lawfully created Generated Output and the continuing Runtime Component rights granted in Section 7.3 survive. Rights to use Framework Software or Fusion VIP survive only to the extent provided by an applicable perpetual license, Order, or Framework Software license schedule.

If Fusion Unchained terminates Customer for deliberate license circumvention, unauthorized distribution, or intentional misappropriation of Fusion Unchained intellectual property, Customer must stop using the affected Software and delete copies and license credentials in its possession or control.

Fusion Unchained may use reasonable technical licensing controls to enforce purchased quantities and scope. Upon reasonable written request, Customer will provide written certification from an authorized representative confirming compliance. Unless an Order expressly states otherwise, Fusion Unchained has no general right to conduct an onsite audit of Customer systems, facilities, records, or networks.

14. Export and Trade Compliance

Customer will comply with applicable export-control, economic-sanctions, and trade-control laws and will not export, re-export, transfer, release, or use the Software in violation of applicable restrictions.

Customer represents that it is not prohibited from receiving the Software under applicable trade-control laws.

15. Governing Law and Dispute Resolution

This Agreement and applicable Orders are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.

Before commencing formal litigation, the parties will use reasonable good-faith efforts to resolve a dispute through discussions between representatives authorized to settle it.

The parties may mutually agree in writing to mediation or binding arbitration. An Order or separate agreement may also establish arbitration terms in advance.

Unless the parties have agreed in writing to another forum, disputes arising out of or relating to this Agreement, an Order, or the Software are subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

Either party may seek temporary, preliminary, or injunctive relief where reasonably necessary to protect intellectual property, Confidential Information, security, or other rights requiring immediate protection.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Notices

Routine operational, support, licensing, billing, and product communications may be sent using ordinary business contact information.

Formal legal notices to a party that has designated a legal-notice email and physical address must be sent both:

by email to the designated legal-notice email address; and
by personal delivery, tracked certified or registered mail, or a nationally recognized overnight courier to the designated physical address.

Formal legal notices to Fusion Unchained must be sent to:

Fusion Unchained LLC

2150 N First St, #400

San Jose, CA 95131

United States

Legal-notice email: legal@fusionunchained.com

Formal legal notices to Customer must be sent to the notice contacts stated in the applicable Order or subsequently designated in writing.

If Customer has not designated formal notice contacts, including use without an Order, Fusion Unchained may provide contractual notice to the most recent email address Customer supplied in connection with a download, license, evaluation, support request, or Order.

This Section governs contractual notices and does not alter legal requirements for service of process.

17. Assignment and Change of Control

This Agreement and each Order apply to the Customer legal entity identified in the applicable Order or, where there is no Order, the person or entity accepting this Agreement.

Customer may not transfer license rights to an unrelated third party except with Fusion Unchained’s written consent or as provided below.

If Customer undergoes a merger, reorganization, change of control, or sale of substantially all of the business to which the licensed Software relates, Customer or its successor will notify Fusion Unchained in writing.

If the successor assumes Customer’s obligations, the existing license may continue through its then-current term without an automatic fee increase solely because of the transaction. The transaction does not expand purchased quantities, concurrency, sites, users, business units, affiliates, or other license scope.

At expiration of the current term, renewal requires a new or renewed Order with the applicable successor entity and may reflect updated scope, quantities, pricing, and support.

Fusion Unchained may assign this Agreement in connection with a merger, reorganization, or sale of substantially all of the relevant Fusion Unchained business or assets, provided the successor assumes Fusion Unchained’s obligations under then-current Orders.

18. General

The version of this Agreement identified in or in effect when Customer accepts an Order governs that Order for its then-current term unless the Order states otherwise.

Fusion Unchained may update this Agreement for future downloads, future Orders, renewals, or future Software versions. Updated terms do not retroactively reduce rights purchased under an existing Order during its committed term unless required by law or expressly agreed by Customer.

This Agreement, together with applicable Orders, negotiated amendments, and expressly incorporated documents, constitutes the agreement between the parties concerning the Software and supersedes prior or contemporaneous communications on that subject.

Unless expressly stated otherwise, the order of precedence is:

a negotiated amendment or master agreement signed by both parties;
the applicable Order, for expressly identified commercial terms or negotiated deviations;
this Agreement; and
product-specific licensing notices and documentation.

Customer purchase-order boilerplate and similar business-form terms have no effect except where Fusion Unchained expressly agrees otherwise in writing.

If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.

19. Contact Information