JSpell Enterprise Application Annual License Agreement

Effective Date: July 1, 2026
Version 2.0

IMPORTANT – READ CAREFULLY: This Enterprise Application Annual License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, referred to as "Licensee") and Page Scholar Inc. ("Licensor") for the JSpell software product, which includes computer software and may include associated media, printed materials, and online or electronic documentation ("Software"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

"Application" means a distinct software system, service, website, or internal tool that utilizes the Software to provide functionality to its users.

"Authorized Domain" means the Internet domain(s) expressly identified in the applicable purchase order or license confirmation for which the Software is licensed.

"Deployment Environment" means a distinct operational stage in the software development and delivery lifecycle, including but not limited to development, testing, quality assurance, user acceptance testing, staging, production, disaster recovery, and business continuity environments.

"Licensed Instance" means a single installation or running copy of the Software on a Server. Each Licensed Instance requires a separate license under this Agreement.

"License Term" means the twelve (12) month period specified in the applicable purchase order or license confirmation during which Licensee is authorized to use the Software.

"Server" means any physical computer, virtual machine, virtual server, container (including but not limited to Docker containers), cloud compute instance, or pod, whether physical or virtual, on which the Software is installed or executed. Each distinct operating system instance or running container executing the Software constitutes a separate Server regardless of the underlying hardware. For serverless or function-as-a-service deployments, the number of Servers is the peak number of concurrent execution environments running the Software.

"Support Contact" means the individual designated by Licensee to receive technical support from Licensor for a Licensed Instance.

2. Grant of License

Subject to Licensee's compliance with the terms of this Agreement and timely payment of all applicable license fees, Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Software for Licensee's internal business purposes during the License Term. This license is limited to the number of Licensed Instances specified in the applicable purchase order or license confirmation.

3. License Scope and Deployment

3.1 Per-Instance Licensing

Each license purchased under this Agreement authorizes ONE (1) Licensed Instance of the Software on ONE (1) Server. Each Server on which the Software is installed or executed requires a separate license, regardless of:

whether the Server is used for a production, non-production, development, testing, quality assurance, staging, disaster recovery, or any other Deployment Environment;
the number of users, sessions, or requests served by that Server;
whether the Server is owned, leased, or operated by Licensee or a third party on Licensee's behalf (including managed hosting or cloud infrastructure providers);
the duration or frequency of use on that Server.

3.2 Multiple Environments

Each Deployment Environment in which the Software is installed or executed requires separate licensing. By way of example and not limitation, if Licensee deploys the Software on one Server in a development environment and one Server in a production environment, two (2) licenses are required.

3.3 Multiplexing and Indirect Access

The required number of licenses is determined by the total number of Servers on which the Software is installed or executed, and is not reduced by any hardware, software, or architectural configuration that pools, multiplexes, redirects, or proxies connections or requests between the Software and any consuming application, service, or user. This includes but is not limited to: load balancers, reverse proxies, API gateways, connection poolers, message queues, service meshes, or any similar intermediary device or software layer. Each Server running the Software must be independently licensed regardless of how requests are routed to it.

3.4 Container and Orchestrated Deployments

In containerized, orchestrated, or dynamically scaled environments (including but not limited to Docker, Kubernetes, Amazon ECS, Azure Container Instances, or similar platforms):

each container, pod, task, or replica that includes or executes the Software constitutes a separate Server requiring its own license;
if auto-scaling or dynamic provisioning is configured, licensing must cover the maximum number of concurrent instances permitted by the applicable scaling policy or configuration;
the use of shared container images or base layers does not reduce the licensing requirement — each running instance derived from such images requires a separate license.

3.5 Cloud and Hosted Deployments

Deployment of the Software on cloud infrastructure (including but not limited to Amazon Web Services, Microsoft Azure, Google Cloud Platform, or any other infrastructure-as-a-service or platform-as-a-service provider) does not alter the licensing requirements of this Agreement. Each cloud compute instance, virtual machine, or function execution environment running the Software requires a separate license.

4. Domain Restrictions

Use of the Software is limited to the Authorized Domain(s) for which the license was originally purchased. Use on additional domains, subdomains under a different top-level domain, or distinct web properties not expressly covered by the license requires a separate or additional license. Licensor reserves the right to request verification of domain usage at any time.

5. Technical Support

5.1 Support Contacts

Licensee may designate one (1) Support Contact per Licensed Instance to receive technical support from Licensor. Additional support contacts require additional licenses under this Agreement.

5.2 Contact Changes

Up to two (2) changes to a designated Support Contact are permitted per License Term without additional fees. Additional contact changes may be subject to an administrative fee at Licensor's discretion.

5.3 Support Scope

Technical support is limited to the Software as delivered by Licensor and does not include customization, integration services, or support for third-party software, hardware, or infrastructure.

6. Annual Renewal and License Continuity

6.1 Annual Renewal Required

The license granted hereby is conditioned upon annual renewal. Licensee must renew the license prior to the expiration of each License Term to maintain the rights granted under this Agreement. If the license is not renewed, all rights under this Agreement will terminate upon expiration of the then-current License Term.

6.2 Renewal Pricing

Renewal pricing is determined at Licensor's then-current published rates at the time of renewal and may differ from the fees paid in any prior License Term. Licensor reserves the right to adjust pricing at each renewal. No prior pricing, discount, or fee structure — whether characterized as "legacy," "promotional," or otherwise — shall be deemed a commitment to future pricing unless expressly agreed in a separate written instrument signed by Licensor.

6.3 Lapse and Backdating

Usage of the Software beyond the expiration of a License Term without timely renewal constitutes unauthorized use. Any subsequent renewal following a lapse in coverage shall be backdated to the expiration date of the most recent License Term, and Licensee shall be responsible for all license fees for the intervening period.

6.4 Non-Renewal Notice

Licensee is encouraged to provide written notice to Licensor at least thirty (30) days prior to the expiration of the License Term if Licensee does not intend to renew. Failure to provide such notice does not create an obligation to renew but may delay the orderly conclusion of support services.

7. Restrictions

Licensee shall not, and shall not permit any third party to:

use the Software across different top-level domains or web properties not expressly covered by the license;
redistribute the Software or any portion thereof;
decompile, reverse engineer, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
create derivative works based on the Software;
rent, lease, lend, sell, sublicense, or transfer the Software or any rights therein to any third party;
host the Software for the benefit of third parties, or make the Software available as part of a service bureau, time-sharing, or managed service offering;
use the Software as part of a Software-as-a-Service (SaaS) offering, multi-tenant platform, or hosted application available to third parties without obtaining a supplemental license from Licensor;
embed, incorporate, or bundle the Software or any portion thereof into any product, application, software component, or offering that is sold, licensed, distributed, or otherwise made available to third parties. Embedding or redistribution of the Software requires a separate OEM/Redistribution License from Licensor;
remove, alter, or obscure any proprietary notices, labels, or markings on or in the Software;
use the Software in any manner that exceeds the scope of the license granted herein, including but not limited to exceeding the licensed number of Instances, Servers, or Authorized Domains;
attempt to circumvent any technical or licensing limitations of the Software.

8. Verification and Audit

8.1 Records

Licensee shall maintain accurate records of all installations and deployments of the Software, including the number and location of Licensed Instances, Servers, and Deployment Environments. Such records shall be maintained for the duration of this Agreement and for two (2) years following its termination or expiration.

8.2 Verification

Upon thirty (30) days' written notice, Licensor may request that Licensee provide a written certification of compliance with the terms of this Agreement, including the number of Licensed Instances in use and the Deployment Environments in which they are deployed. Licensee shall respond to such requests within thirty (30) days.

8.3 Remediation

If verification reveals that Licensee has deployed Licensed Instances in excess of the number authorized under this Agreement, Licensee shall promptly purchase additional licenses for all unauthorized instances at Licensor's then-current published rates, plus any applicable fees for the period of unauthorized use.

9. Intellectual Property

The Software is the intellectual property of Page Scholar Inc. and is protected by copyright and other intellectual property laws. Licensee acknowledges that the source code of the Software is confidential and proprietary. All rights, title, and interest in and to the Software, including all intellectual property rights therein, remain with Licensor. This Agreement does not convey to Licensee any ownership interest in or to the Software, but only a limited right of use as expressly set forth herein.

10. Confidentiality

The source code for the Software (including all files with file name suffixes of .css, .js, .html, .java, .jsp, .asp, .php, and any configuration or data files) is the confidential information of Page Scholar Inc. Licensee shall not disclose or distribute such source code in whole or in part under any circumstances without the express written agreement of Page Scholar Inc. Licensee acknowledges and agrees that any disclosure of source code by Licensee shall be considered a material breach of this Agreement resulting in irreparable harm to Page Scholar Inc. for purposes of obtaining injunctive relief, in addition to which Page Scholar Inc. may seek all related damages.

11. Warranty Disclaimer

Licensee's sole remedy in the event of a defect in the media on which the Software is furnished is replacement of the media, provided the defect is reported within three (3) months from Licensee's receipt of the product.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS." PAGE SCHOLAR INC. DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION.

12. Limitation of Liability

PAGE SCHOLAR INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES) IRRESPECTIVE OF WHETHER PAGE SCHOLAR INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PAGE SCHOLAR INC.'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR INDEMNITY, DEFENSE, OR HOLD HARMLESS OBLIGATIONS) SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), STRICT LIABILITY, OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. U.S. Government Restricted Rights

Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The Software is a "commercial item" as that term is defined at 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth herein.

14. Termination

14.1 Termination for Non-Renewal

This Agreement and all rights granted herein shall automatically terminate upon expiration of the License Term if the license is not renewed in accordance with Section 6.

14.2 Termination for Breach

Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

14.3 Effect of Termination

Upon termination of this Agreement for any reason, Licensee shall immediately cease all use of the Software and, at Licensor's option, return or destroy all copies of the Software in Licensee's possession or control, including any backup or archival copies.

15. General Provisions

15.1 Entire Agreement; Order of Precedence

This Agreement constitutes the complete and exclusive statement of the agreement between Licensee and Licensor with respect to the Software and supersedes all prior or contemporaneous proposals, agreements, or representations, whether written or oral, regarding the subject matter hereof. Any preprinted, standard, or additional terms contained in any purchase order, vendor registration form, procurement portal, or similar document issued by Licensee or any reseller shall be of no force or effect, notwithstanding any acknowledgment or acceptance of such document by Licensor, unless expressly agreed to in a written instrument signed by an authorized representative of Licensor.

15.2 Amendments; Version Applicability

This Agreement may not be modified or amended except by a written instrument signed by an authorized representative of Licensor. Licensor may publish updated versions of this Agreement from time to time. Licenses purchased prior to the Effective Date of this version remain governed by the version of the agreement in effect at the time of purchase for the remainder of their then-current License Term. The then-current published version of this Agreement shall apply upon each renewal of the License Term, and renewal of a license constitutes acceptance of the then-current version.

15.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. Notwithstanding the foregoing, if Licensee is a U.S. state or local government entity, this Agreement shall be governed by the laws of the state in which the Licensee entity is located, and nothing in this Agreement shall be construed as a waiver of any sovereign immunity to which such Licensee may be entitled under applicable law.

15.4 Severability

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

15.5 Assignment

Licensee may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be void.

15.6 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

15.7 Export Compliance

Licensee shall comply with all applicable U.S. export control laws and regulations in its use of the Software and shall not export, re-export, or transfer the Software to any country, entity, or person to which such export is restricted or prohibited under applicable law.

15.8 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by recognized overnight courier to the addresses specified in the applicable purchase order or to such other address as a party may designate in writing.

ACKNOWLEDGEMENT

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PAGE SCHOLAR INC.

Page Scholar Inc.
www.jspell.com