Platform9 Private Cloud Director Community Edition End User License Agreement

Last Updated June 30, 2025

This Platform9 Private Cloud Director Community Edition End User License Agreement (this “Agreement”) governs the use of the Software (defined below) provided by Platform9 Systems, Inc. (“Platform9”) to the user of the Software (“Customer”).

By accepting this Agreement, whether by clicking a box indicating its acceptance or navigating through a login page or other acceptance process where a link to this Agreement is provided, Customer agrees to the terms of this Agreement. If Customer and Platform9 have executed a written agreement governing Customer’s access to and use of the Software, then the terms of such signed agreement will govern and will supersede this Agreement.

PLEASE NOTE THAT IF AN INDIVIDUAL ACCESSES OR USES THE SOFTWARE ON BEHALF OF THEIR EMPLOYER OR ANOTHER ENTITY, OR OTHERWISE SIGNS UP FOR THE BENEFIT OF THEIR EMPLOYER OR ANOTHER ENTITY, THEN (A) THEY WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) THEIR ACCEPTANCE WILL BIND THE EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “CUSTOMER” IN THESE TERMS WILL REFER TO THE EMPLOYER OR THAT ENTITY.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first downloads, accesses or uses the Software (the “Effective Date”). Platform9 reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification, and (ii) Customer’s continued use of the Software.

Platform9 and Customer hereby agree as follows:

“Affiliate” means, with respect to a party, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that party.

“CPU Core” means a processing unit within a central processing unit (CPU) that executes instructions independently of other cores. A CPU Core is a physical device, not emulated or virtualized.

“CPU Socket” means a physical or virtual CPU socket.

“Device” means 24 cores of X86 compute or such other applicable compute technology (e.g., as a vCPU) leveraged for the capacity of such Device.

“Documentation” means the written or online documentation regarding the Software made available by Platform9.

“Node” means any Physical Server or Virtual Server.

“Physical Server” means a computing device running an operating system on which Kubernetes or Openstack are installed. The operating system runs directly on the hardware of the device, not within a hypervisor.

“Software” means, collectively, the Platform9 Private Cloud Director Community Edition, and all modifications, updates, and upgrades thereto and derivative works thereof.

“Users” means individuals or entities that are authorized by Customer to use the Software.

“Virtual Server” means an emulated or virtual server running an operating system in a hypervisor on which Kubernetes is installed.

“vCPU” a virtual CPU core.

           2.1            Right to Access and Use Software. Subject to the terms of this Agreement, Platform9 grants Customer a royalty-free, nonexclusive, nontransferable, worldwide, non-cancelable (except as otherwise expressly permitted under this Agreement) right to (i) download and install the Software on equipment owned or operated by or on behalf of Customer, and (ii) use the Software for one Node and in accordance with any additional usage limitations imposed by Platform9 as described in the Documentation or the Software website (“Usage Limits”). Platform9 reserves the right in its sole discretion to change the Software and Usage Limits at any time, including by modifying or eliminating certain functionality or imposing a fee for the continued use of certain features. Without limiting any other rights and remedies that Platform9 may have, Platform9 may immediately suspend Customer’s access to the Software if Customer exceeds any Usage Limits.

           2.2            Restrictions. Customer will not: (i) access or use (or allow a third party to access or use) the Software in order to monitor the security of the Software, or for any competitive purposes without Platform9’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make the Software available to any third party, except to a third party that manages Customer’s computing environment; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Software, or any of its components; (iv) use the Software to conduct any fraudulent, malicious, or illegal activities (each of (i) through (iv), a “Prohibited Use”).

           3.1           Term. The term of this Agreement will commence on the Effective Date and will continue for as long as Customer possesses a copy of the Software, unless terminated by Platform9 at any time and for any reason (the “Term”).

           3.2           Survival. The following provisions will survive any expiration or termination of the Agreement: 4, 7, 9, 10, and 11.

Customer is responsible for maintaining the servers, network, and other equipment used by Customer to create and maintain its computing environment, including operating systems and regular data backups.

           5.1           Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Platform9’s Confidential Information includes the Software and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data and any information conveyed to Platform9 regarding such Customer Data, its technology, and operations and/or its use of the Product. Confidential Information does not include information which the Receiving Party can demonstrate through reasonable evidence is (i) already known by the Receiving Party without an obligation of confidentiality to the Disclosing Party, other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received by the Receiving Party from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

           5.2           Confidentiality Obligations. Each Receiving Party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of the Receiving Party’s employees, agents and representatives who reasonably have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

           5.3           Additional Exclusions. A Receiving Party will not violate its confidentiality obligations hereunder if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that its counsel advises it is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

The Software will transmit to Platform9 the IP address of the system on which the Software is installed, which Platform9 will use exclusively for the purpose of providing the Software to Customer, and protect using the physical, technical, and administrative safeguards described at http://assets.platform9.net/security.pdf. The Software may also transmit usage data to Platform9, such as data regarding cluster and virtual machine creation, that does not identify Customer and does not contain personal data (“Usage Data”).

           7.1           Platform9 Property. Platform9 owns and retains all right, title, and interest in and to the Software and Usage Data. Except for the limited license granted to Customer in Section 2.1, Platform9 does not by means of this Agreement or otherwise transfer any rights in the Software to Customer.

           7.2            Feedback. Customer may provide comments, suggestions and recommendations to Platform9 regarding the Software such as modifications, enhancements, improvements and other changes (collectively, “Feedback”). Platform9 may freely use and exploit any such Feedback without any obligation to Customer.

           7.3            Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Platform9, except for the limited license set forth in Section 6.

           8.1           Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so.

           8.2           Disclaimer. Except for the limited warranties set forth in this Section 8, the Software is provided “as is” to the fullest extent permitted by law. Platform9 and its licensors expressly disclaim all other warranties, express or implied, including warranties of performance, merchantability, fitness for any purposes, and non-infringement. Platform9 does not warrant that the Software (i) is error-free, (ii) will perform uninterrupted, or (iii) will meet Customer’s requirements.

Customer will indemnify, defend, and hold harmless Platform9, its Affiliates, and their respective owners, directors, members, officers, and employees (together, the “Platform9 Indemnitees”) from and against any claim brought against them by a third party (“Claim”) related to (a) Customer’s or a User’s engaging in a Prohibited Use, and (b) any and all acts or omissions of its Users. Customer will pay any settlement of and any damages finally awarded against any Platform9 Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Platform9 (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Platform9’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

           10.1            NEITHER PLATFORM9 NOR ITS AFFILIATES NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM WILL BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

           10.2            IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PLATFORM9, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, TO THE CUSTOMER FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED $100. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.

This Agreement is the entire agreement between Customer and Platform9 and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by both parties. Customer and Platform9 are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Platform9. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personal jurisdiction and the exclusive venue of the courts in Santa Clara County, California. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets.