Kimura SCM Beta End User License Agreement (EULA)

Effective Date: July 26, 2026

This End User License Agreement ("Agreement") is a legal agreement between you (an individual or legal entity) ("you" or "User") and Kimura Software Inc. ("Kimura", "we", "our", or "us") for the beta version of Kimura SCM software, including Visual Client, Visual Server, the Kimura SCM command-line tools (CLI), Kimura server and file server components, related documentation, and any updates or patches that Kimura provides under this Agreement (collectively, the "Software").

By installing, copying, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

1. Eligibility and Authority
You represent and warrant that you have legal capacity to enter into this Agreement and, if acting on behalf of an organization, that you have authority to bind that organization.

2. License Grant
Subject to your compliance with this Agreement, Kimura grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for your internal personal or business purposes.

3. Beta Nature and No-Fee Use
The Software is a beta release provided at no charge for evaluation and operational use at your own risk.

The beta Software may contain errors, may be incomplete, and may be modified, suspended, or discontinued at any time without notice.

Future commercial versions, license purchases, subscriptions, or paid features may be offered under separate terms.

4. Restrictions
You must not, and must not permit others to:

    4.1. Use the Software for unlawful purposes or in violation of applicable law.
    4.2. Infringe intellectual property, privacy, or other rights through use of the Software.
    4.3. Develop, distribute, or facilitate malware, ransomware, unauthorized access, or other harmful code or security abuse using the Software.
    4.4. Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software, except to the extent such restriction is prohibited by applicable law.
    4.5. Circumvent or interfere with security, licensing, or usage controls in the Software.
    4.6. Use the Software in safety-critical or high-risk systems where failure could lead to death, personal injury, environmental damage, or property damage (including life support, nuclear facilities, aviation control, or similar critical infrastructure).
    4.7. Transfer, assign, lease, lend, resell, or otherwise distribute the Software or your license rights to any third party.

5. User Data and Hosting Responsibility
Kimura SCM is source control software that stores versions of files as directed by administrators and users.

You and your administrators are solely responsible for selecting, configuring, and operating your hosting/storage environment, including security, backups, access control, retention, and compliance obligations.

6. No Telemetry Collection
The Software does not collect or transmit telemetry, usage analytics, crash reports, advertising identifiers, or behavioral tracking data. If this behavior changes in a future release, Kimura will provide updated terms and/or privacy disclosures as required by law.

7. Ownership
The Software is licensed, not sold. Kimura and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted except as expressly stated in this Agreement.

8. Feedback
If you provide suggestions, ideas, or feedback regarding the Software ("Feedback"), you grant Kimura a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to use, modify, reproduce, and otherwise exploit that Feedback without restriction or compensation to you.

9. Third-Party Components
The Software may include or depend on third-party software components made available under separate license terms. Those terms are provided in applicable third-party notices and govern your use of those components to the extent required.

10. Export Controls and Sanctions
You agree to comply with all applicable export control, trade, and sanctions laws and regulations. You may not use, export, or re-export the Software in violation of such laws.

11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

KIMURA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED.

12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIMURA AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIMURA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED CAD $100.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Kimura and its affiliates, officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or related to your use of the Software in violation of this Agreement or applicable law.

14. Termination
This Agreement is effective until terminated.

Kimura may suspend or terminate this Agreement or your license at any time, with or without notice, including if you breach this Agreement.

Upon termination, your license ends immediately and you must stop using the Software and delete all copies in your possession or control.

15. Changes to this Agreement
Kimura may propose updates to this Agreement from time to time. Kimura will provide reasonable advance notice of material changes, including a description of the changes and their effective date, through the Software, the Kimura website, email, or another appropriate channel.

Except where a change is required by law and may lawfully take effect without your consent, a material change will apply to you only after you affirmatively accept the updated Agreement. Changes will not apply retroactively unless you expressly agree or applicable law permits otherwise.

Future releases or updates may be offered under an updated agreement. If you do not agree to the updated agreement, you may decline the release or update and continue using a version already licensed under this Agreement, subject to its terms, or stop using and uninstall the Software.

16. Governing Law
This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law rules.

17. Dispute Resolution and Jurisdiction
The parties will attempt in good faith to resolve disputes arising out of or relating to this Agreement or the Software through informal discussions before commencing court proceedings, where reasonable.

Subject to applicable law, any court proceeding arising out of or relating to this Agreement or the Software must be brought in a court of competent jurisdiction located in Montreal, Quebec, Canada, and the parties consent to that venue and jurisdiction.

Nothing in this Agreement requires arbitration, restricts a consumer's right to bring a dispute before a court, or prevents a consumer from commencing or participating in a class, collective, representative, or consolidated proceeding. Nothing in this section limits any right to bring proceedings in another jurisdiction where that right cannot lawfully be restricted.

18. Severability and Entire Agreement
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

This Agreement constitutes the entire agreement between you and Kimura regarding the Software and supersedes prior or contemporaneous understandings regarding its subject matter.

19. Contact
Kimura Software Inc.
Attn: Legal Notices
Saint-Lambert, Quebec, Canada
info@kimurascm.com
