Governs your use of Notus, provided by 4 DOT 0 Solutions LLC.
This End User License Agreement (Agreement) is between 4 DOT 0 SOLUTIONS LLC, a Texas limited liability company (4.0 Solutions, we, us), and the person accepting it (you). If you accept on behalf of a business or other organization, you represent that you have authority to bind it; you then means that organization, and it is responsible for its authorized users’ compliance. This Agreement governs the Notus desktop application and accompanying documentation (Software). An employee does not become personally responsible for an organization’s payment obligations solely by installing or using the Software on its behalf.
IMPORTANT: READ BEFORE ACCEPTING OR BUYING. SECTIONS 9 AND 10 CONTAIN WARRANTY DISCLAIMERS, LIMITS ON LIABILITY, AN ARBITRATION AGREEMENT, AND AN INDIVIDUAL-CLAIMS REQUIREMENT. SECTION 9.5 REQUIRES ORGANIZATIONAL CUSTOMERS TO DEFEND COVERED THIRD-PARTY CLAIMS AND PAY COVERED DEFENSE COSTS AND LOSSES.
By selecting I Agree on the Software’s license-agreement screen, or affirmatively agreeing to this Agreement during checkout, you accept this Agreement. If you do not agree, do not accept it or purchase a License Key; select Decline on the first-launch screen and do not use the Software. Installing the Software alone is not the affirmative acceptance described here. If you buy for an organization, acceptance at checkout must be by a person authorized to bind that organization. Authorized users must comply with the Agreement accepted for the organization.
Core Features means the manual note-taking core, including notebooks, pages, text, drawings, images, shapes, connectors between canvas elements, diagrams, attachments and document embedding, embedded views, search, and available PDF and image exports, together with other functionality identified as free in the applicable version. Connectors between canvas elements are not external data connectors.
Paid Features means external data connectors, including email, calendar, Slack, database, MQTT, and I3X connections; the AI agent and its tools; MCP server integration; terminal functionality; Coding Sessions; voice notes and meeting recording, including transcription and summaries; and other functionality identified as requiring a License Key at purchase, subject to Section 7.
License Key means the credential we issue or authorize to enable Paid Features.
Machine means one physical or virtual computer identified for license administration by a machine fingerprint.
Subscription Term means the paid period disclosed at checkout on 40solutions.com or on an invoice and reflected in your purchase confirmation.
Your Content means notes, notebooks, files, recordings, and data you create in or import into the Software.
Third-Party Services means services or software we do not operate that you elect to use with Notus, including AI and transcription providers, Claude Code, email and calendar services, Slack, databases, MQTT brokers, I3X servers, MCP servers, and third-party websites.
Subject to this Agreement, we grant you a nonexclusive, nontransferable, nonsublicensable license to install and use Core Features on any number of Machines for personal or commercial purposes while this Agreement remains in effect. Core Features do not require a License Key, an account, or any registration. Paid Features remain subject to the License Key, Machine-limit, and Subscription Term provisions of this Agreement.
During the Subscription Term, a valid License Key allows one individual to use Paid Features on up to three Machines, unless you order a different limit through us. You may move an activation from one Machine to another as described in Section 3, within that limit.
If you are an organization, each License Key must be assigned to one named person at a time. You may reassign it to another person, for example when an employee leaves, but you may not use it for more than one person at once.
Keep your License Key confidential and do not give it to anyone other than the person to whom it is assigned under this Section. You may not resell, publicly share, or share a License Key with another person outside these terms. Anyone who has the key may be able to view the list of activated Machines and remove a Machine’s activation, potentially interrupting its access to Paid Features.
Paid Features require online activation on each Machine. The Software normally checks the license with Keygen approximately every 24 hours while running and at launch if the last check was more than 24 hours earlier. It continues checking after expiry so that a renewal can be recognized. You may also use the License screen’s activation control to check an updated license.
Once activated, a Machine does not lose Paid Features merely because it is offline or a licensing-service request fails during an otherwise valid Subscription Term. After more than 30 days without a successful check, the License screen displays an informational notice; that notice alone does not disable Paid Features.
Paid Features ordinarily continue for 14 days after the recorded expiry date. If the Software cannot check after expiry to determine whether the license was renewed, continued access may extend to a maximum of 28 days after expiry. Clock-rollback safeguards may prevent the additional 14-day extension. If the licensing service definitively reports that a key or Machine authorization is invalid, including because it has been suspended, revoked, or removed, a 14-day grace period applies after that determination. A temporary connection failure alone is not such a determination. Grace periods do not renew the subscription, waive payment, or authorize use prohibited by this Agreement.
When a key is removed locally or the applicable grace period ends, Paid Features stop running, connecting, or sending. Existing paid connections close within approximately one minute of the Software detecting that paid entitlement has ended. Existing notebook data is treated as described in Section 8.
You may deactivate an old Machine and activate a replacement within your licensed Machine allowance. If a Machine is lost, broken, or replaced, you may enter the key on the replacement and use the available seat-management controls to release the old Machine’s seat. The Software itself does not impose a transfer-frequency limit. You may not use seat release or reassignment to evade the Machine allowance. A released Machine’s user must stop using Paid Features under the released activation even if technical enforcement is delayed.
Activation, remote seat release, and loading the seat list require the licensing service to be available. Existing activations continue under the validation and expiry rules above during an outage. Local deactivation clears the key from that Machine even if the service cannot be reached; the seat may remain allocated until it can be released through the licensing service. Operating-system changes may produce a new Machine identity and require release of the former seat. Activation may be unavailable on systems without working operating-system-protected credential storage.
Except where this Agreement or applicable law expressly permits, you may not: (a) copy the Software except as reasonably necessary for authorized installation and backup; (b) modify, translate, or create derivative works of it; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except solely to the extent that applicable law expressly prohibits enforcement of this restriction; (d) evade or tamper with licensing or validation controls; (e) publish, resell, or transfer a License Key, share it outside the uses permitted by Section 2, or exceed authorized Machine limits; (f) rent, lease, sublicense, or offer the Software as a hosted or managed service to others; (g) remove proprietary notices; (h) use the Software unlawfully or in breach of terms governing a Third-Party Service you access; (i) use the Software or its nonpublic technical information to develop a substantially similar competing product through unauthorized copying or misappropriation, or publish competitive benchmarks without our written consent; (j) disable, circumvent, or interfere with the Software’s security features or access controls; (k) use the Software to gain unauthorized access to any system, network, account, or data; or (l) use the Software to introduce malicious code, disrupt or impair the operation of any system or network, or engage in other malicious activity. Backup copies do not authorize additional activated Machines or users outside Section 2. This Section does not limit rights that applicable law prohibits us from restricting.
You may not connect the Software to an employer’s, client’s, or other person’s systems, accounts, or data, or use the Software to access, transmit, record, or disclose their information, unless you have all required permissions and approvals. This restriction applies to confidential, proprietary, personal, and other restricted information, whether you access it on a work device or a personal device. You must comply with applicable confidentiality obligations, employment obligations, information-security policies, and restrictions on external services, AI tools, recording, and data transfers.
Purchasing or possessing a License Key, having technical access to information, or being able to activate an integration does not establish permission from an employer, client, data owner, or other rights holder. If the required permission is absent or uncertain, do not connect to the service or provide the information until permission has been obtained. You may not use the Software or a Third-Party Service to bypass a restriction that otherwise applies to that information.
If you are an organization, you are responsible for ensuring that your authorized users comply with these requirements and receive the instructions and restrictions necessary for their use. If you accept in your individual capacity, these requirements apply to your own use even when the information belongs to your employer or a client.
Paid Features subscriptions are purchased through the standard checkout process on 40solutions.com or by invoice with 4.0 Solutions staff. The price, Subscription Term, and Machine limit are reflected in your purchase confirmation or invoice. A purchase confirmation records those transaction details; it is not a separate customer-specific agreement. Payments are processed by Stripe under its disclosed payment terms; your payment obligation to us is governed by this Agreement and the transaction details disclosed at checkout or in the applicable invoice.
Unless checkout or invoice expressly states otherwise, your subscription automatically renews for successive one-year terms unless you cancel before the end of the then-current term. By purchasing an automatically renewing subscription, you authorize us to charge your designated payment method for each renewal, subject to the disclosures and consent required by applicable law. Renewal charges will be at the price disclosed to you for the renewal. Any price increase applies only to a future term after advance notice and any consent required by applicable law.
You may cancel automatic renewal at any time before the end of the then-current term by selecting Cancel renewal on the Licenses page of your 40solutions.com account. We confirm the cancellation by email. You may resume renewal from the same page before the end of the then-current term. The customer portal operated through Stripe remains available as an alternative. You do not need to email us or obtain staff approval to cancel. Cancellation stops the next renewal charge; it does not end your current paid term, and your license to use Paid Features remains active through the end of that term, subject to this Agreement. Expiry and any technical grace period are governed by Sections 3 and 8. After paid entitlement ends, you may continue using Core Features under this Agreement. We will provide any additional cancellation method required by applicable law.
If payment fails, we will retry the charge. If payment continues to fail, we may cancel renewal or suspend the unpaid paid entitlement, subject to any notice required by applicable law. Payment failure does not shorten a term already paid for. Technical cessation of paid functionality follows Section 3.
Fees are non-refundable except to the extent a refund is required by applicable law or expressly promised by us in writing in connection with your purchase. This exception does not itself establish a voluntary refund policy. Subject to that exception, changes to functionality do not create a contractual refund right, as provided in Section 7.5. Nothing in this Agreement excludes a nonwaivable cancellation, withdrawal, refund, or other right.
Prices exclude applicable taxes. You are responsible for transaction sales and use taxes. Complimentary keys remain subject to this Agreement and may have a shorter disclosed term.
We may offer discounted pricing, for example, to students. A discount applies only when you meet its eligibility requirements. If you stop qualifying, we may apply the standard price beginning with your next renewal, after notice under Section 11. A promotion code is for the person it was issued to; you may not share or publish it. Discounted keys are subject to this Agreement like any other key.
As between you and us, you own Your Content. Notus is a local-first application without Notus-operated cloud synchronization. Using Notus does not require an account or registration, and Notus does not upload or synchronize your notebooks. Notebooks are ordinary, unencrypted files on your computer. You are responsible for backups, device security, and any third-party synchronization or sharing you choose. We do not undertake to recover locally stored content and cannot remotely retrieve, lock, or delete your notebook files.
We collect contact information in two cases. If you purchase a License Key, we collect the name and email address associated with your 40solutions.com account and your purchase, to administer your purchase, license, billing, and renewal, to deliver contract and operational communications, and to send the release notices described in Section 11. If you choose to sign up for Notus release updates, we collect only your first name, last name, and email address, and use them solely to send those updates. We do not sell your contact data or use it to market unrelated products or services. We may use service providers to process this information and deliver these communications on our behalf, subject to applicable law and our privacy policy. The privacy policy describes the applicable processing, recipients, retention, and privacy rights. Collection of contact information is separate from the handling of locally stored notebook content and integration credentials described in this Section; it does not authorize us to collect that content or those credentials.
Content may leave your computer when you use integrations, AI, transcription, embedded websites, approved image downloads, or other network features, or when you voluntarily provide it to us for support. If you provide content for support, you authorize us to use it solely to provide that support, subject to the applicable privacy policy.
For activation and validation, the Software sends Keygen the License Key, a fingerprint derived from the operating system’s Machine identifier, and basic platform and processor details. The licensing request does not include your computer’s name, your username, or notebook content. Notus does not include application usage analytics or automatic crash reporting. This does not mean the Software makes no network requests or that connected services collect no technical information.
At startup and approximately every six hours while running, including for Core Feature users and users who do not use AI, the Software downloads OpenRouter’s public model catalog to obtain model pricing and limits. That request does not contain a License Key, provider API key, or notebook content. OpenRouter can receive the IP address and ordinary technical request information. Other services you contact can likewise receive network metadata; framework components and provider software may also make requests or send standard technical details. Installers are delivered through Google Cloud Storage, which receives download requests and associated network metadata.
Integration credentials are generally stored locally in encrypted settings protected through operating-system security facilities. This protection has exceptions:
Current notebook connection settings generally exclude passwords and tokens but may contain server addresses, database names, usernames, account email addresses, and workspace identifiers. Anyone receiving the notebook may be able to read those details. A temporary notebook-open marker beside an open notebook contains the computer’s name, an installation identifier, the app version, and timestamps. It may travel through a folder-sync or sharing service you choose.
Credentials used by an integration are transmitted to the relevant service. Notus does not automatically send integration credentials or notebook content to a 4.0 Solutions-operated application server. This does not cover information you submit through our website, checkout, or support channels. Credential transfers between computers should use the Software’s password-protected credential export; Google and MCP sign-in tokens are not included in that export. Unencrypted MCP settings described above may still appear in settings exports.
Our privacy policy at https://www.40solutions.com/privacy describes our personal-data practices. Third-party providers’ own terms and privacy practices govern their processing.
When you enable an integration, AI feature, transcription, or Coding Session, content, credentials, and instructions may be sent directly from your Machine to the provider or service you configure. This may include information that an AI agent reads from connected sources, not only information you manually paste or upload. Third-Party Services may process and retain that information under their own agreements and practices. Information sent to a Third-Party Service is not kept solely on your Machine merely because Notus is a local-first application.
Before purchasing a License Key for intended use with a Third-Party Service, you are responsible for reviewing and understanding the agreements and policies governing that intended use. Before enabling or using a service, you must review and comply with its then-applicable terms and obtain all permissions required by Section 4. Review must include applicable confidentiality, security, retention, deletion, data-location, onward-disclosure, and AI-training terms, where relevant. Do not submit information if the service’s terms or practices conflict with your obligations or the permissions you have obtained. If you do not understand whether the intended use is permitted, obtain clarification from the relevant provider and the person responsible for authorizing that use before proceeding.
If you are an organization, you must ensure that personnel who select or use integrations understand and comply with the applicable requirements. Purchase approval alone is not approval of every service, data source, or disclosure. If you are an individual using work information, you must obtain any required employer or client approval even if you personally purchased the License Key.
4.0 Solutions does not grant employer or client approval, verify your authority to disclose particular information, or determine whether a Third-Party Service satisfies your contractual, confidentiality, security, or regulatory obligations. Making a connector or service available does not constitute an endorsement of that service or a representation that it is suitable for confidential work information. You are responsible for your selection of services, the information made available to them, and compliance with the obligations applicable to that use.
Third-Party Services have separate fees, terms, privacy practices, and availability. A paid Notus key unlocks the relevant Notus features; it does not include third-party AI, transcription, or other service charges. Provider-based features require the credentials, subscriptions, or API keys applicable to the chosen service. Coding Sessions use Claude Code under your own third-party account. We do not control Third-Party Services or guarantee that their APIs remain available. Section 7.5 addresses changes to functionality, whether made by 4.0 Solutions or resulting from Third-Party Services.
Depending on the permissions and integrations you configure, the AI agent and connected tools may send or delete email, post messages, write to databases, invoke MCP tools and local programs, run terminal commands, drive Coding Sessions, and alter notebooks. Some enabled actions may run without individual confirmation. You are responsible for selecting permissions, limiting access to approved information and systems, reviewing proposed uses and outputs, protecting credentials, and backing up data before enabling consequential actions. Do not give an agent access to information or systems where an unreviewed action or disclosure could cause unacceptable harm or violate an applicable obligation. If you lack approval for an action or disclosure, do not enable permissions that allow it.
AI output may be incorrect, incomplete, or unsafe and must be reviewed before reliance. As between you and us, you own AI output generated for you, subject to applicable provider terms and third-party rights. We do not promise that output is unique or eligible for intellectual-property protection. AI costs are determined by the provider.
The Software is a knowledge and analysis tool, not a real-time industrial control or safety system. Do not use it to control industrial equipment or safety systems or where a failure could cause injury, death, environmental damage, or significant property damage.
4.0 Solutions may, in its discretion, add, modify, replace, restrict, or discontinue any Software functionality, including Paid Features and integrations, at any time, including during a Subscription Term. Purchasing a License Key does not guarantee that any particular feature, integration, or level of functionality will remain available throughout the Subscription Term.
Third-Party Services may also change, restrict, suspend, or discontinue their services, features, APIs, access requirements, or terms. We do not control those decisions or guarantee continued compatibility with any particular Third-Party Service.
To the fullest extent permitted by applicable law, and subject to the refund exception in Section 5, a change, reduction, or discontinuation of functionality, whether made by 4.0 Solutions or resulting from a Third-Party Service, does not entitle you to a refund, credit, replacement functionality, workaround, or other compensation, or to early cancellation of the current paid term. We have no obligation to restore or replace the affected functionality. You may cancel future renewal under Section 5.
Nothing in this Section excludes a right or remedy that applicable law does not permit us to exclude.
We make no general support or service-level commitment under this Agreement. Open-source components are governed by their applicable licenses; required notices are available within the Software under Help → Documentation (Reference → Third-party licenses). Those licenses control the relevant components where they conflict with this Agreement.
This Agreement begins on acceptance and continues until terminated. The Paid Features license lasts for the applicable Subscription Term, subject to the limited grace periods in Section 3. Canceling automatic renewal does not terminate this Agreement or your right to use Core Features. If a paid term expires without renewal, Paid Features cease after the applicable grace period, but Core Features remain available under this Agreement. You do not need to purchase a further subscription to continue using Core Features.
There is no separate general read-only notebook mode. Stored notebook content remains readable, editable, and exportable. Existing paid blocks remain on the page with a license notice, but cannot run, connect, or send without paid entitlement. You may view, edit, disable, or delete existing connector settings; creating or copying new connectors requires paid entitlement. Stored transcripts, summaries, saved database results, audit history, and spending history remain available to the extent saved locally. Live services do not necessarily retain earlier messages, events, or readings in the notebook. Terminal and Coding Session screens are not saved, and AI conversations do not persist in notebooks unless separately saved using available functionality. Expiry does not recover information that was never stored.
You may terminate this Agreement by uninstalling the Software and ceasing use, subject to the limited retained content right below. Cancellation of renewal alone is not termination. We may suspend a License Key or terminate this Agreement for a material breach not cured within 15 days after notice under Section 11. We may act immediately to address licensing circumvention or use presenting a material security or safety threat; where practicable, we will notify you and provide a reasonable route to resolve the issue. We may revoke a key following a refund, reversal, or chargeback, subject to applicable law and any applicable payment-dispute resolution process.
Your cancellation, voluntary termination, uninstalling, nonuse, or reduced use, or our suspension or termination resulting from your breach, licensing circumvention, or prohibited use, does not entitle you to a refund, credit, prorated reimbursement, or term extension, except to the extent a refund or other remedy is required by applicable law or a refund is expressly promised by us in writing in connection with your purchase. This does not authorize charges for future renewal terms after effective cancellation.
Suspension or revocation is administered through the licensing service. It is not a remote deletion or instant shutdown mechanism. A connected Machine generally learns of the change at its next validation and then applies the grace period described in Section 3. An offline Machine may not learn of the change until it reconnects or reaches its recorded expiry and applicable grace period. A technical delay does not authorize continued paid use after the contractual right ends.
On termination, your general right to use the Software ends, except that you retain a limited, nontransferable right to use Core Features solely to access, preserve, edit, and export Your Content already stored on your Machines, subject to Sections 4 and 6. This limited right does not authorize new paid activity, prohibited use, or continued general use of the Software. Exercising this limited right is an exception to the requirement to uninstall and cease use. Your notebook files remain yours and are not automatically deleted. You may access them through other compatible tools independently of a license to use Notus. This limited post-termination right is distinct from continued general use of Core Features after cancellation of renewal or expiry of paid entitlement without termination of this Agreement.
Sections 4, 6 as applicable to retained information, 7 as applicable to prior actions, 8 as applicable to fees and retained content access, 9, 10, 11, and accrued obligations survive termination.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DATA LOSS, OR THAT YOUR USE OF A THIRD-PARTY SERVICE WILL SATISFY YOUR EMPLOYER’S, CLIENT’S, OR ANY OTHER PERSON’S CONFIDENTIALITY, SECURITY, OR DATA-HANDLING REQUIREMENTS. This disclaimer does not negate a specific express commitment in this Agreement and does not exclude nonwaivable rights. It is subject to Section 10’s governing law and mandatory local law protections.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 4.0 SOLUTIONS ACCEPTS NO LIABILITY FOR LOSS, DISCLOSURE, MISUSE, OR OTHER CONSEQUENCES TO THE EXTENT ARISING FROM: (A) YOUR OR YOUR AUTHORIZED USERS’ CONNECTION OF SYSTEMS, ACCOUNTS, OR DATA WITHOUT REQUIRED PERMISSION; (B) YOUR OR YOUR AUTHORIZED USERS’ DISCLOSURE OF CONFIDENTIAL, PROPRIETARY, PERSONAL, OR RESTRICTED INFORMATION IN VIOLATION OF EMPLOYER OR CLIENT POLICIES, CONFIDENTIALITY OBLIGATIONS, OR THIRD-PARTY AGREEMENTS; OR (C) A THIRD-PARTY SERVICE’S INDEPENDENT COLLECTION, USE, RETENTION, DISCLOSURE, SECURITY, OR OTHER HANDLING OF INFORMATION YOU OR YOUR AUTHORIZED USERS MAKE AVAILABLE TO IT. THIS EXCLUSION APPLIES TO DIRECT AS WELL AS INDIRECT LOSS, SUBJECT TO SECTION 9.4.
We do not assume responsibility for independent acts of a Third-Party Service or agent actions initiated through permissions you configure. Neither that statement nor the preceding exclusion excuses our breach of an express obligation under this Agreement, excludes liability for our fraud or intentional misconduct, or excludes liability that cannot lawfully be excluded. Our remaining liability, if any, is subject to Sections 9.3 and 9.4. These provisions do not represent that an employer, client, or other person who has not accepted this Agreement is bound by it.
SUBJECT TO SECTIONS 9.4 AND 9.5 AND SECTION 10’S GOVERNING-LAW AND MANDATORY-LOCAL-LAW PROTECTIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. SUBJECT TO THE SAME EXCEPTIONS AND LEGAL LIMITS, NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER THOSE LOSSES ARE DIRECT OR INDIRECT.
SUBJECT TO THOSE SAME EXCEPTIONS AND LEGAL LIMITS, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF CLAIM, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID US FOR NOTUS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO ANY CLAIM SUBJECT TO THIS CAP; OR (B) US$500.00. THIS IS ONE COMBINED CAP FOR ALL CLAIMS SUBJECT TO IT UNDER THIS AGREEMENT, WHETHER RELATED OR UNRELATED, NOT A SEPARATE CAP PER CLAIM, EVENT, LICENSE KEY, MACHINE, USER, OR SUBSCRIPTION TERM. THE NUMBER OF CLAIMS AND SUBSEQUENT RENEWALS DO NOT RESET OR MULTIPLY THE CAP.
The exclusions and cap above do not excuse payment of properly due fees, reduce the refund required by applicable law or expressly promised by us in writing in connection with your purchase, or limit covered defense and indemnity obligations under Section 9.5. They do not apply to fraud, intentional misconduct, or liability that applicable law prohibits excluding or limiting, as provided in Section 9.4. No amount payable solely under an exception to the cap counts toward or reduces the cap available for claims that remain subject to it.
The exclusions and cap in this Section do not apply to a party’s fraud or intentional misconduct or to liability that applicable law prohibits limiting. The damages exclusions do not excuse your obligation to pay properly due fees, our obligation to issue a refund required by applicable law or expressly promised by us in writing in connection with your purchase, or indemnity obligations under Section 9.5. The cap on our liability does not reduce the refund required by applicable law or expressly promised by us in writing in connection with your purchase. Nothing in this Section limits nonwaivable consumer rights.
THIS SECTION REQUIRES ORGANIZATIONAL CUSTOMERS TO DEFEND COVERED THIRD-PARTY CLAIMS AND PAY COVERED DEFENSE COSTS AND LOSSES. If you accept this Agreement on behalf of a business or other organization, that organization is the customer responsible for these obligations. The person accepting represents that they have authority to bind that organization. A person without that authority must not accept on its behalf. Acceptance solely in an individual capacity does not create an indemnity obligation under this Section or bind an employer or client merely because its information is used with the Software. Organizational status does not waive any statutory protection otherwise available to the customer.
The organization will defend and indemnify 4 DOT 0 SOLUTIONS LLC, its officers, directors, and employees (the Protected Parties) against third-party claims, demands, suits, and proceedings, and resulting covered damages, judgments, settlements permitted under this Section, and reasonable defense costs, including reasonable attorneys’ fees, arising from the organization’s or its users’: (i) unlawful use of the Software; (ii) provision of content that infringes or misappropriates third-party rights; (iii) connection, access, use, or disclosure without permission required by Sections 4 and 7; (iv) breach of applicable confidentiality obligations or Third-Party Service agreements in using the Software; or (v) another material breach of this Agreement directly resulting in the third-party claim. Covered conduct includes agent actions initiated, enabled, or permitted by the organization or its users that fall within these categories.
The organization’s users include people it permits to use the Software under its license or License Key, including when they exceed their permitted use. The organization is not responsible solely because an unrelated person obtains unauthorized access without conduct otherwise covered by this Section.
No Protected Party is entitled to indemnification for loss to the extent caused by that Protected Party’s breach of this Agreement, negligence, fraud, or intentional misconduct. This Section does not require payment of amounts attributable solely to such excluded conduct. It concerns third-party claims, not general reimbursement of all direct losses between the parties. No obligation applies to the extent prohibited by mandatory applicable law.
We will tender a claim by written notice under Section 11, identifying the claim, the affected Protected Parties, the reasonably apparent basis for coverage, and any known response deadline, and providing available claim documents reasonably necessary to assess and defend it. We will provide material additional documents as they become available. An immaterial omission or delay does not discharge an obligation except to the extent it materially prejudices the defense.
The contractual duty to defend begins upon receipt of a tender identifying allegations that, if established, would fall within paragraph (a), subject to paragraph (b) and the allocation rules below. A final finding of customer wrongdoing is not required. This is an express contractual defense obligation, not an agreement to provide insurance. It does not require defense of a claim alleging only excluded or otherwise uncovered conduct.
Within 5 business days after receiving the tender, or sooner to the extent reasonably necessary to meet an identified deadline and reasonably practicable, the organization must confirm whether it will assume the covered defense, identify counsel, and state any specific coverage or allocation objections. Pending a response, we may take reasonable steps necessary to protect the affected Protected Parties; reasonable covered costs are recoverable. A coverage objection does not excuse timely defense and payment of undisputed covered costs. We will reasonably cooperate at the organization’s expense.
Reasonable covered defense costs are payable as incurred, upon reasonably detailed invoices subject to protection of privilege and confidential information. Payment must be made within 30 days after receipt; a specific good-faith dispute concerning an identified amount does not permit withholding undisputed amounts.
For mixed claims, the parties will promptly seek a reasonable provisional allocation using the allegations, available facts, work performed, and relative connection of that work to covered and uncovered matters. Work reasonably necessary to defend covered allegations remains covered even if it also assists with uncovered allegations; work attributable solely to uncovered matters is not covered. Neither party may conclusively determine allocation by itself. Pending resolution, the organization must pay undisputed amounts; disputed allocation is resolved under Section 10, subject to mandatory law. The parties will make appropriate reimbursements after an allocation is established by written agreement or a binding determination under Section 10 or by another competent tribunal. Interim payment is not an admission of coverage or fault and does not override paragraph (b).
The organization may control the covered defense through qualified counsel reasonably acceptable to us, must diligently maintain it, and must keep us reasonably informed of material developments. Defense control does not authorize instructions inconsistent with counsel’s professional duties to a Protected Party. We may participate through separate counsel at our expense unless the following conflict provision applies.
Where joint representation would be prohibited by applicable professional-conduct rules, or a material divergence of interests would prevent counsel from adequately protecting an affected Protected Party, that Protected Party may use independent counsel reasonably selected by us at the organization’s expense for covered matters. Examples include a defense strategy that would establish the customer’s defense by assigning responsibility to the Protected Party. The organization is not required to fund unnecessary duplication, and affected Protected Parties must share counsel where ethically permissible and reasonably adequate. Any waiver of a conflict must be informed, permitted by applicable rules, and given by each affected client; no Protected Party is required to waive a conflict. A dispute about separate counsel must not delay necessary protective steps or payment of undisputed covered costs.
If the organization refuses the required defense, fails to assume or diligently maintain it, fails to appoint reasonably acceptable counsel, or fails to provide required independent counsel, we may take control of the affected defense. We will first give written notice specifying the failure and 5 business days to remedy it, unless a shorter period is reasonably necessary to meet a deadline or prevent material prejudice. We may take immediate reasonable protective action when waiting would cause such prejudice.
The organization remains responsible for reasonable covered defense costs and cooperation. Takeover does not enlarge coverage or establish customer fault. We will keep the organization reasonably informed and consult it on material defense and settlement decisions, subject to privilege and conflicts.
The organization may settle without our prior written consent only if the settlement fully and unconditionally releases all affected Protected Parties from the settled claim; requires solely monetary payments paid entirely by the organization; imposes no payment, admission, restriction, or other nonmonetary obligation on a Protected Party; and does not adversely affect a Protected Party’s intellectual-property rights. Any other settlement requires our prior written consent, not unreasonably withheld, conditioned, or delayed. The organization and its counsel may not make admissions on a Protected Party’s behalf without that Party’s consent.
Where we control the defense, a settlement to be funded by the organization requires its prior written consent, not unreasonably withheld, conditioned, or delayed. However, if the organization refuses a required defense or fails to remedy a defense failure after notice and the applicable opportunity to cure under paragraph (f), we may settle without its consent. We must, where reasonably practicable, give advance notice of the proposed settlement and give an opportunity to comment. Recovery requires us to establish that the settled claim falls within this Section, that the affected Protected Party faced a reasonable potential exposure on that claim, and that the settlement amount and terms were reasonable, made in good faith, and properly allocated to covered matters. Neither a settlement nor a refusal to defend conclusively establishes coverage, fault, or the amount recoverable. These contractual standards apply only to the extent permitted by mandatory law; any mandatory additional proof requirement remains applicable.
The organization’s obligations under this Section are not subject to contractual damages exclusions or liability caps elsewhere in this Agreement. A limitation expressly stated to cap only our liability does not cap the organization’s obligations. This paragraph does not expand our liability or displace any mandatory statutory limit or paragraph (b). There may be no duplicate recovery for the same loss.
This Section survives expiry or termination for claims arising from acts or omissions occurring before expiry or termination, including claims asserted afterward, and for obligations arising from a defense or settlement properly undertaken under this Section.
If mandatory law displaces Texas law for an obligation under this Section, the governing-law and mandatory-law provision in Section 10 applies. In particular, where mandatory law prohibits an advance duty to defend or advance payment of costs but permits reimbursement after liability or coverage is established, the advance obligation does not apply, and the organization instead must reimburse reasonable covered amounts once the conditions required by that law are established. This fallback does not impose an obligation that mandatory law prohibits; transfer excluded Protected Party fault to the organization or convert a prohibited indemnity into a differently named obligation.
Texas law governs this Agreement and contractual disputes arising from it, without regard to its conflict-of-laws rules, except to the extent the law applicable under the mandatory choice-of-law rules of the court or tribunal properly deciding the dispute requires otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
If those mandatory rules require application of another jurisdiction’s law or overriding public policy to a particular issue, that law or policy governs that issue to the extent required. Texas law continues to govern the remaining issues to the extent permitted. The applicable alternative law is determined under those mandatory rules, not selected unilaterally by either party. A customer’s location outside Texas, by itself, does not constitute an agreement to replace Texas law for the entire Agreement.
Nothing in this Agreement deprives a customer of a mandatory protection, remedy, or permissible forum that cannot lawfully be excluded by agreement, including any such protection available to an organizational customer. If a mandatory protection requires a particular notice, procedure, standard of proof, allocation of costs, limitation of liability, or remedy, that requirement controls notwithstanding conflicting language in this Agreement. This does not voluntarily extend a jurisdiction’s protections to customers or transactions to which they do not legally apply.
If a term is unenforceable under the law that must govern it, it will be limited or modified only to the extent the deciding court or tribunal is legally permitted to do so and only as necessary to make it enforceable while preserving its lawful purpose. If modification is prohibited or would defeat a mandatory protection or applicable public policy, the unenforceable part will not apply. The remainder continues only to the extent permitted by that law, without binding the customer to a term that applicable law requires to be removed or invalidating the entire Agreement where the law permits the remainder to stand. No alternative label, remedy, or provision may be used to recover an amount or impose an obligation that the applicable mandatory rule prohibits.
This provision does not expand an arbitrator’s authority beyond applicable law or override mandatory restrictions on arbitration, forum selection, or the enforcement of an award or judgment. The other provisions of Section 10 remain subject to these protections.
PLEASE READ THIS SECTION: YOU AND WE AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN A COURT TRIAL, SUBJECT TO THE EXCEPTIONS AND MANDATORY-LAW PROTECTIONS BELOW. THIS AGREEMENT DOES NOT PROVIDE A VOLUNTARY RIGHT TO OPT OUT OF ARBITRATION.
Before filing arbitration, a party must send a written description of the dispute and relief sought to the other party under Section 11 and allow 30 days for a good-faith effort to resolve it. The parties may agree to mediation, but mediation is not a mandatory prerequisite. This informal process does not prevent an eligible small-claims action or urgent provisional relief described below.
Except as expressly provided below or required by applicable law, disputes arising out of or relating to this Agreement or the Software must be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect when filed, or its Consumer Arbitration Rules if those rules apply. Either party may initiate the required arbitration after the informal resolution period. The Federal Arbitration Act governs this arbitration provision.
One arbitrator will decide the dispute. The hearing will be in English and held remotely unless the parties agree to an in-person hearing in Dallas County, Texas, or applicable AAA rules or nonwaivable protections require another arrangement. Filing, administrative, and arbitrator fees will be allocated under the applicable AAA rules and mandatory law, not by a blanket equal-split requirement. The arbitrator may award relief available under applicable law, subject to the enforceable terms of this Agreement, and judgment on the award may be entered in a court with jurisdiction.
YOU AND WE WILL BRING CLAIMS ONLY IN OUR INDIVIDUAL CAPACITIES, NOT AS A CLASS MEMBER OR REPRESENTATIVE, TO THE EXTENT PERMITTED BY LAW. The arbitrator may not consolidate individual claims without the parties’ agreement except where governing law prohibits that restriction. If the individual-claims requirement cannot be enforced as to a particular claim, that claim will proceed in court rather than arbitration unless applicable law requires a different result.
Either party may bring an eligible individual claim in small-claims court or seek provisional court relief to protect intellectual property or prevent an imminent breach of Section 4. Seeking such relief does not waive arbitration of the remaining dispute. A claim that applicable law prohibits requiring to be arbitrated is not subject to mandatory arbitration under this Section; any nonwaivable right to elect a court proceeding remains preserved.
For claims not subject to arbitration, including a claim directed to court under the individual-claims provision above, the state courts in Dallas County, Texas, and the federal court serving Dallas County have exclusive venue and jurisdiction to the extent lawful, and each party consents to that forum. This forum provision does not prevent an eligible small-claims action in a court authorized by applicable law or the applicable AAA rules, or override any mandatory forum, remedy, or procedural protection. Proceedings to enter or enforce judgment on an arbitration award may be brought in a court with jurisdiction as provided above.
You will comply with applicable export-control and sanctions laws. U.S. Government users receive only the rights granted under this Agreement, subject to applicable law.
We may offer a revised Agreement for future purchases, renewals, or Software versions. Each Agreement has a version label. The Software presents the Agreement for acceptance at first launch and presents a new version for acceptance when its agreement version label changes. The app’s acceptance record is stored locally on that Machine, not sent to us, and identifies the Agreement version, acceptance date and time, and app version; it does not identify an individual user. The checkout acceptance record is separate. You may view the Agreement within the Software under Help → License Agreement or Settings → License.
A material revision will be presented for affirmative acceptance where required and will not reduce your existing paid-term rights without your agreement. Presentation of revised terms does not by itself authorize us to impair existing paid-term access. The terms accepted for that paid term continue to govern it unless you agree otherwise. This restriction on changing accepted terms does not limit the functionality-change rights already granted by Section 7.5 under those accepted terms, subject to applicable law.
You may not assign this Agreement without our written consent; permitted reassignment of a License Key or Machine under Section 2 is not assignment of this Agreement. We may assign this Agreement in a merger, acquisition, or sale of the Notus Software or business.
This Agreement, together with the price, Subscription Term, Machine limit, and renewal details disclosed at checkout on 40solutions.com or in the invoice from 4.0 Solutions, is the entire agreement concerning the Software. Your purchase confirmation records those transaction details and does not create a separate customer-specific agreement or additional warranty, support commitment, feature guarantee, or liability arrangement. The transaction details disclosed at checkout control those specified purchase matters; this Agreement governs the remaining terms. Any refund expressly promised by us in writing in connection with your purchase is preserved as provided in Sections 5, 8, 9.3, and 9.4.
For non-prerelease builds beginning with Notus 1.0.0, this Agreement supersedes prior Notus beta terms for use of those non-prerelease builds; it does not retroactively replace terms governing earlier beta use. The privacy policy describes data practices but does not override the commercial terms here or limit rights that cannot lawfully be waived.
If a provision is unenforceable, its treatment and the continued effect of the remainder are subject to Section 10’s governing law, mandatory local law, and specific arbitration provisions. Failure to enforce a provision is not a waiver.
Core Features do not require you to give us an email address. If you purchase a License Key, keep the email address on your 40solutions.com account current; it is the address we use for your purchase, your license, and notices to you. The address must be one you are authorized to use and can access. If you purchase on behalf of an organization, use an address authorized to receive notices for that organization. You are responsible for monitoring that address and promptly updating it when it changes. Canceling automatic renewal or allowing paid entitlement to expire does not prevent continued use of Core Features under this Agreement.
If you purchased a License Key, we may use your account email address to send individualized contract notices and operational communications concerning the Software, licensing, billing, renewal, security, and this Agreement. An unsubscribe request for optional release updates does not, by itself, cancel renewal, terminate this Agreement, or stop contract and operational communications that we are permitted or required to send. Receiving a notice does not itself constitute acceptance of an amendment that requires separate assent. We use an email address given to us only through the release-update sign-up solely to send release updates.
When we release a new version of Notus, we send an email notice that it is available for download to paid customers and to anyone who has signed up for release updates. Release updates may describe new versions, features, fixes, and compatibility changes. Signing up for release updates is optional, is not a condition of downloading or using the Software, and asks only for your first name, last name, and email address. We will not sell your contact data or use it to market unrelated products or services. We may use service providers to administer release-update sign-ups and deliver communications on our behalf as described in Section 6 and our privacy policy.
Where applicable law requires consent for a release-update email, we will obtain that consent separately before sending it; accepting this Agreement or purchasing a License Key does not, by itself, provide that consent. Consent to optional release updates is not a condition of using the Software. You may unsubscribe from optional release updates using the unsubscribe link included in every release-update email or another preference method we provide, without affecting your license or access. We will honor withdrawals of consent and opt-out requests as required by applicable law.
An email is not treated as a required operational communication merely because it concerns Notus or is described as a release update. Promotional content remains subject to applicable consent and opt-out requirements even if included with operational information. Security, compatibility, or other operational notices may continue only to the extent we are permitted or required to send them.
Notices to us must be sent to 4 DOT 0 SOLUTIONS LLC, 13901 Midway Rd., Suite 102-321, Dallas, TX 75244, United States, with a copy to contact@40solutions.com, except where this Agreement expressly permits another method. Subscription renewal must be canceled through the customer portal described in Section 5, or through any additional method required by applicable law; an email to us is not required to cancel through the portal.
We may send individualized contract notices to the email address on your 40solutions.com account. Unless mandatory law requires otherwise, an email notice is effective when delivered to the recipient’s email system without a delivery-failure response, not merely when we send it. If we receive a delivery-failure response, we will use another available lawful delivery method; the failed email does not start an individual breach-cure period. Merely publishing a notice on our website does not constitute delivery of an individualized contract notice or start such a cure period. We may provide supplemental notices within the Software, but an in-app notice substitutes for email delivery only if permitted by applicable law and actually displayed to the affected user. Mandatory law controls whether it requires a different method, consent, proof of delivery, or timing.
Contact contact@40solutions.com for support or questions.