Directus commercial software license agreement

Revised April 2025

DIRECTUS SELF-HOSTED LICENSE AGREEMENT

This Directus Self-Hosted License Agreement is entered into by Monospace, Inc., dba Directus, a Delaware corporation with offices at 223 Bedford Avenue, Suite A 855, Brooklyn, New York 11211 ("Directus") and the undersigned customer ("Client").

Section 1. Agreement; Overview.

1.1 Agreement. This Directus Self-Hosted License Agreement made between Client and Directus governs the order for the Directus Solution signed by the Parties ("Order") and includes Exhibit 1 (Additional Definitions), Exhibit 2 (Support Services) and Exhibit 3 (Wire Transfer Instructions) (collectively, the "Agreement"). This Agreement grants Client a limited license to use the Directus Solution.

1.2 Overview. Pursuant to this Agreement, Directus provides a software solution to manage backend applications and SQL database content for Client's Projects. The specific Software provided by Directus to Client is described on the Order.

Section 2. License Grants.

2.1 License Grants. Subject to the terms of this Agreement, Directus grants to Client a limited, non-exclusive, non-sublicensable, non-transferable license during the Term to, and to permit its Users to: (a) install and use the Software only for Client's business purposes, (b) reproduce and use the Documentation with the Software, (c) modify the Software source code, if provided by Directus, solely for the purpose of developing bug fixes, customizations and additional features of the Software for Client's business purposes (the "Client Modifications") and (d) use the Client Modifications with the Software for Client's business purposes. Client may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Term, provided that Client also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Directus Solution.

2.2 Delivery and Installation. The Software and Documentation shall be delivered to Client only electronically. Client is responsible for the installation of the Software. Directus has no further delivery obligation to Client after delivery of the Software.

2.3 Limitations. Client's use of the Software is subject to the technical and quantity limitations set forth on the Order. Client shall use the Software only according to the Documentation, use commercially reasonable efforts to prevent unauthorized access to or use of the Directus Solution, and promptly notify Directus of any unauthorized access or use of the Directus Solution. Client is responsible for each User's compliance with this Agreement.

2.4 Restrictions. Client may not use the Directus Solution or Client Modifications in any manner or for any purpose other than as expressly permitted by this Agreement. Client shall not, and shall not permit or enable any third party to: (a) sublicense, distribute or otherwise grant access to or transfer the Directus Solution or Client Modifications to any third party (except as permitted in the Subsection entitled Assignment), (b) alter, create derivative works of or otherwise modify the Directus Solution, except as expressly permitted under Section 2.1(c), (d) perform or disclose the results of stress tests or benchmarking testing of the Directus Solution, provided that Client may compare the Directus Solution to other products for its internal purposes, (e) use the Directus Solution to publish harassing materials, promote hatred or violate applicable laws, or (f) use the Directus Solution or Client Modifications to build a competitive product or service.

Section 3. Directus Professional Services.

Directus will provide professional services to Client as described in each statement of work referencing this Agreement and executed by the Parties, if any (the "Professional Services").

Section 4. Directus Solution Support Services.

If the Order includes support services then, subject to Client's payment obligations listed on the Order, Directus will provide the maintenance and support services for the Directus Solution described at Exhibit 2 (the "Support Services"). Directus does not provide Support Services for Client Modifications.

Section 5. Client Content; Personal Data.

5.1 Client Content. Client is solely responsible for the Client Content, including obtaining any consents and authorizations related to Client's use of the Client Content with the Directus Solution.

5.2 Personal Data. If Client provides Personal Data to Directus under this Agreement, then Directus shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the Personal Data data subject resides including, to the extent applicable, the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code ("CCPA") and the laws of the European Union member states under the General Data Protection Regulation ("GDPR"). Directus is expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Client Personal Data for any purpose, other than the express purpose of providing the Professional Services and Support Services to Client. Directus acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Client under this Agreement.

Section 6. Proprietary Rights, Additional License Grants, Obligations and Restrictions.

6.1 Proprietary Rights.

(a) The Directus Solution and Client Modifications are the exclusive property of Directus and constitute valuable intellectual property and proprietary materials of Directus. Subject to the limited rights expressly granted in this Agreement, Directus reserves all right, title and interest in and to the Directus Solution and Client Modifications and all derivative works thereof, including all Intellectual Property Rights. No rights are granted to Client except as expressly set forth in this Agreement.

(b) As between the Parties, the Client Content is the exclusive property of Client and constitutes valuable intellectual property and proprietary materials of Client. Subject to the limited rights expressly granted in this Agreement, Client reserves all right, title and interest in and to the Client Content, including all Intellectual Property Rights. No rights are granted to Directus except as expressly set forth in this Agreement. Directus is not responsible for the materials included in the Client Content and has no obligation to review the Client Content.

6.2 Feedback. Client hereby grants to Directus a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, license to use and incorporate into the Software suggestions, comments, improvements, ideas or other feedback or materials provided by Client (the "Feedback"). Directus will exclusively own any improvements or modifications to the Software based on or derived from any Feedback including all Intellectual Property Rights in and to the improvements and modifications.

6.3 Trademarks. Directus owns all right, title and interest in and to the Directus Marks and any goodwill arising out of the use of the Directus Marks will remain with and belong to Directus. Client may not copy, imitate or use the Directus Marks without the prior written consent of Directus. Client shall not remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Directus Solution. Client will not in any way dispute, challenge or contend the validity of the Directus Marks or any trademark, service mark or copyright registration owned by Directus.

Section 7. Payments.

7.1 Amount. In exchange for the rights granted to Client under this Agreement, Client agrees to pay the amounts specified in the applicable Order (the "Fee"). The Fee does not include taxes and Client shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Directus' net income. Unless pricing for Renewal Terms is stipulated on the Order, all Renewal Terms are subject to the pricing schedule in effect at the time of such renewal. If a price increase is applicable to any Renewal Term, then Directus will provide Client with notice of such price increase at least thirty (30) days' prior to the deadline for Client's election to opt out of the Renewal Term.

7.2 Payment. The Fee is payable in full, in advance for the Initial Term and any Renewal Term, unless the Order provides otherwise. Payment shall be made by wire transfer according to the wire transfer instructions at Exhibit 3. Directus may impose interest on late payments of undisputed invoices at the lower of 1.5% per month, or the maximum rate allowable by applicable law. Client's payment of the Fee is not contingent on the delivery of future functionality. All invoices are payable net thirty (30) days from date of invoice in United States Dollars. Except as explicitly provided in this Agreement, all payments are non-refundable. If Client's use of the Software exceeds the permitted scope of the license in this Agreement then Directus may invoice Client for any past or ongoing excessive use, and Client will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Directus at law or equity or under this Agreement.

7.3 Invoice Disputes. Client must notify Directus of any invoice dispute within thirty (30) days of the date of the applicable invoice and shall cooperate with Directus in good faith in resolving any such dispute. If the Parties are unable to resolve such dispute within thirty (30) days after Client's notice of the dispute each Party shall have the right to seek any remedies it may have under this Agreement, at law or in equity. For clarity, any undisputed amount must be paid in full. Directus may accept any payment in any amount without prejudice to Directus' right to recover the balance of any amount due or to pursue any other right or remedy. Client shall pay all of Directus' reasonable fees, costs and expenses (including reasonable attorneys' fees) if legal action is required to collect outstanding undisputed balances.

Section 8. Term and Termination.

8.1 Term. This Agreement commences on the Start Date listed on the Order and shall continue in effect until the End Date listed on the Order (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term"), unless Client gives written notice of non-renewal to Directus at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and the Renewal Term(s) (if any) are referred to collectively as the "Term".

8.2 Termination for Material Breach. If either Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice.

8.3 Termination for Insolvency. Either Party may terminate this Agreement (including all related Orders) if the other Party: (a) ceases operation without a successor, (b) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or (c) if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter).

8.4 Effect of Termination.

(a) In General. In the event of any termination or expiration of this Agreement: (i) all of Client's rights under this Agreement will immediately terminate, (ii) the licenses granted in this Agreement will terminate, (iii) all Users will immediately cease any access or use of the Directus Solution, and (iv) Client shall pay in full for the Professional Services performed up to and including the effective date of termination.

(b) Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the miscellaneous provisions of the Section entitled Miscellaneous.

8.5 Remedy. If Client terminates this Agreement due to material breach by Directus under Subsection 8.2, then Directus shall refund any pre-paid fees on a pro rata basis for the remaining Term within thirty (30) days of Client's termination. However, this remedy shall not apply in the case of a breach of the Subsection entitled Support and Professional Services Warranty.

Section 9. Additional Client Obligations.

9.1 System Requirements. Client is solely responsible for ensuring that its systems meet the hardware, software and other system requirements for the Software specified in the Documentation. Directus has no control over and no responsibility for Client's systems.

9.2 Third Party Services. The Software may enable Client to link to, or otherwise access, Third Party Services and to transfer Client Content from the Software to Third Party Services. Directus has no control over and no responsibility for: (a) Third Party Services or (b) Client Content transferred to Third Party Services. Client is solely responsible for its access and use of Third Party Services, including the transfer of Client Content to Third Party Services. If Client causes the Software to access Third Party Services, then Client must ensure that this access is authorized by the terms of service of the Third Party Service.

Section 10. Confidential Information.

10.1 Definition. "Confidential Information" means any information or data disclosed under this Agreement that (a) if tangible, is clearly marked as "Confidential" or with a similar designation; (b) if intangible, is identified by Discloser as confidential at the time of disclosure and confirmed in writing to Recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by Recipient to be confidential. Directus pricing is presumed Directus Confidential Information. Client Content and Client Personal Data are presumed Client Confidential Information.

10.2 Exclusions. Confidential Information does not include any portion of the information or data that Recipient can prove (a) is now or subsequently becomes generally available without violation of this Agreement; (b) Recipient rightfully had in its possession prior to disclosure without an obligation of confidentiality; or (c) Recipient independently developed without the use of any Confidential Information.

10.3 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information solely to fulfill its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, consultants, and agents who (i) have a need to know it in order to carry out its obligations under this Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this Agreement.

10.4 Compelled Disclosures. Recipient may disclose Confidential Information if required by law or legal proceeding only after providing Discloser with sufficient prior notice for Discloser to contest such requirement or to otherwise protect against its disclosure.

Section 11. Limited Warranties and Remedies.

11.1 Mutual Warranties. Each Party hereby represents and warrants to the other Party that (a) the individual executing this Agreement on behalf of such Party is duly authorized to execute this Agreement on its behalf, and (b) this Agreement is a valid and binding obligation of such Party and enforceable against such Party in accordance with its terms.

11.2 Software Warranty. Directus warrants to Client that during the first thirty (30) days of the Initial Term the Software will perform in all material respects in accordance with the Documentation. Client's sole and exclusive remedy and Directus' entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming component of the Software so that the affected component operates as warranted or, if Directus is unable to do so, terminate the license for the Software and refund any pre-paid fees for the Software on a pro rata basis for the remaining Term.

11.3 Support and Professional Services Warranty. Directus represents and warrants that during the Term, the Support Services and Professional Services will be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. Client's sole and exclusive remedy and Directus' entire liability for a breach of the foregoing warranty is to reperform the Support Services or Professional Services.

11.4 No Malicious Code Warranty. Directus warrants to Client that during the Term: (a) Directus applies industry standard tools to identify and eliminate viruses and other malware from the Software and (b) to Directus' knowledge, the Software provided to Client does not include and does not transmit viruses and other malware.

11.5 Exceptions. The warranties in Subsections 11.2 through 11.4 do not apply to: (a) any component of the Software that has been used in a manner other than as set forth in the Documentation and authorized under this Agreement, to the extent such improper use causes the Directus Solution, Support Services or Professional Services to be nonconforming, (b) non-conformities with any warranty caused by Client Content or (c) Force Majeure or any other type of catastrophic damage. Any claim submitted under Subsections 11.2 through 11.4 must be submitted in writing to Directus during the warranty period.

11.6 Disclaimers. Directus does not warrant that the Directus Solution is free from bugs, errors, defects or deficiencies. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, DIRECTUS MAKES NO WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DIRECTUS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SOFTWARE THAT ARISE FROM CLIENT CONTENT, CLIENT MODIFICATIONS OR THIRD PARTY SERVICES. CLIENT ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 11 ARE A MATERIAL PART OF THIS AGREEMENT, AND DIRECTUS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.

Section 12. Indemnification.

12.1 IP Indemnification by Directus.

(a) Directus will, at its expense, either defend Client from or settle any claim, suit or proceeding ("Claim") brought by a third party against Client alleging that Client's use of the Directus Solution in accordance with this Agreement infringes or misappropriates such third party's United States or European Union patent, copyright, trademark or trade secret intellectual property rights.

(b) Directus will indemnify Client from and pay: (i) all damages, costs and attorneys' fees finally awarded against Client in a Claim under Subsection 12.1(a), (ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Client in connection with the defense of a Claim under Subsection 12.1(a) (other than attorneys' fees and costs incurred without Directus' consent after Directus has accepted defense of the Claim); and (iii) all amounts that Directus agrees to pay to any third party to settle a Claim under Subsection 12.1(a). Further, should the Directus Solution become, or in Directus' opinion is likely to become, the subject of a claim of infringement or misappropriation Directus may, at its option and expense: (i) obtain a license to permit Client to continue using the Directus Solution according to the terms of this Agreement, (ii) modify or replace the relevant portion(s) of the Directus Solution with a non-infringing or non-misappropriating alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement by providing notice to Client, and provide Client with a refund of any pre-paid fees for the Directus Solution on a pro rata basis for the remaining Term.

(c) Directus' indemnity obligation will not apply to the extent any infringement or misappropriation arises as a result of: (i) Client Content, (ii) Client Modifications or (iii) a combination of the Directus Solution with software or systems not provided by Directus, or (iv) any failure of Client to comply with this Agreement.

12.2 Indemnification by Client.

(a) Client will, at its expense, either defend Directus from or settle any Claim brought by a third party against Directus caused by or arising out of: (i) Client Modifications or (ii) an assertion that Client has violated Subsection 2.4 (Restrictions).

(b) Client will indemnify Directus from and pay: (i) all damages, costs and attorneys' fees finally awarded against Directus in a Claim under Subsection 12.2(a), (ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Directus in connection with the defense of a Claim under Subsection 12.2(a) (other than attorneys' fees and costs incurred without Client's consent after Client has accepted defense of the Claim); and (iii) all amounts that Client agrees to pay to any third party to settle a Claim under Subsection 12.2(a).

12.3 Process. The indemnified Party will promptly notify the indemnifying Party of any claim subject to this Section 12, but the indemnified Party's failure to promptly notify the indemnifying Party will only affect the indemnifying Party's obligations under this Section 12 to the extent that such failure prejudices the indemnifying Party's ability to defend the Claim. The indemnifying Party may: (a) use counsel of its own choosing to defend against any Claim; and (b) settle the Claim as the indemnifying Party deems appropriate (except that the indemnifying Party may not settle any Claim unless the settlement unconditionally releases the indemnified Party of all liability related to the Claim). The indemnified Party shall provide the indemnifying Party, at the indemnifying Party's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim.

Section 13. Limitations of Liability.

13.1 By Type. EXCEPT FOR EITHER PARTY'S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION) OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY'S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, REMOTE, SPECULATIVE, COVER, PUNITIVE OR EXEMPLARY DAMAGES, (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES.

13.2 By Amount Generally. EXCEPT FOR EITHER PARTY'S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION) OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY'S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE BY CLIENT TO DIRECTUS UNDER THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 By Amount for Certain Matters. EACH PARTY'S AGGREGATE LIABILITY FOR BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION) AND ITS OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).

13.4 Exclusions. No limitation of liability in this Agreement, whether through the exclusion of certain types of damages, a cap on the amount of damages, or other limitation, applies to either Party's liability for violation of the other party's intellectual property rights, gross negligence, intentional misconduct, death or personal injury.

13.5 Allocation of Risk. The Parties agree that the limitations specified in this Section 13 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each Party acknowledges that the foregoing limitations are an essential element of this Agreement and a reasonable allocation of risk between the Parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.

Section 14. Disputes.

14.1 Informal Dispute Resolution. If a dispute arises between the Parties, then the Parties will use reasonable efforts to resolve the dispute through negotiation. If such negotiations result in an agreement in principle to settle the dispute, the Parties shall cause a written settlement agreement to be prepared, signed and dated, whereupon the dispute shall be deemed settled, and not subject to further dispute resolution.

14.2 Unresolved Disputes; Waiver of Jury Trial. Upon the Parties' mutual written agreement, any dispute under this Agreement may be submitted for resolution to mediation to occur at a mutually agreed upon location. The Parties reserve all rights to adjudicate any dispute not submitted to mediation hereunder, in any court of competent jurisdiction located in New York, New York, USA; provided, however, that each Party hereby waives the right to a trial by jury in any such action.

14.3 Exception for Injunctive Relief. The Parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a Party's intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to the dispute resolution process described above and any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

Section 15. Miscellaneous.

15.1 Logo Use. Directus may use Client's name and logo in listings of Directus' customers on the website located at www.directus.io and in other public statements or disclosures for the purposes of marketing the Directus Solution. Client may request that Directus cease or modify any use of Client's name or logo that is misleading or tends to dilute Client's brand.

15.2 Force Majeure. Directus shall not be responsible for any failure to perform under this Agreement which is due to causes beyond its control including, without limitation, problems with the Internet or Client's hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.

15.3 Export. The Directus Solution and related technology are subject to applicable United States export laws and regulations. Client must comply with all applicable United States and international export laws and regulations with respect to the Directus Solution and related technology. Without limitation, Client may not export, re-export or otherwise transfer the Directus Solution or related technology, without a United States government license: (a) to any person or entity on any United States export control list, (b) to any country subject to United States sanctions, or (c) for any prohibited end use.

15.4 Anti-corruption. Client has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Directus personnel or agents in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Client becomes aware of any violation of the above restriction, Client will promptly notify Directus at abuse@directus.io.

15.5 Subcontracting. Directus may use subcontractors, and other third-party providers ("Subcontractors") in connection with the performance of its own obligations under this Agreement as it deems appropriate. Directus shall remain responsible for the performance of each such Subcontractor and shall ensure each Subcontractor complies with the provisions of this Agreement relevant to the Subcontractor's services.

15.6 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

15.7 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.

15.8 Assignment. Except as set forth in this Subsection, neither Party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other Party's prior written consent. Either Party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate, or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.

15.9 Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, U.S.A., without regard to conflicts of law principles. In such case, the sole and exclusive personal jurisdiction and venue for any legal proceedings in connection with this Agreement shall be in the New York State Courts located in New York, New York and the U.S. District Court for the Southern District of New York. The Parties waive any objections related to such jurisdictions and venues. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.

15.10 Notice. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notices required by this Agreement will be in writing and given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the Order (or such other address as may be specified in writing in accordance with this Subsection).

15.11 Additional Definitions. See Exhibit 1.

15.12 Entire Agreement. This Agreement, including any attachments and exhibits constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the Order, (ii) this Directus Self-Hosted License Agreement and (iii) the Documentation. No modification, amendment, or waiver of any provision of this Agreement will be effective unless it exists in writing and is signed by the Party against whom the modification, amendment, or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Exhibit 1 - Additional Definitions

"Client Content" means any software, applications, text, images, audio, video and other other data, including Client Confidential Data, Personal Data and Third Party Content, that Client inputs into or runs on the Software.

"Directus Marks" means any trademarks, service marks, service or trade names, logos, and other designations of Directus.

"Directus Solution" means the Software and the Documentation.

"Discloser" means a Party that discloses any of its Confidential Information to the other Party.

"Documentation" means the documentation describing the Software accompanying the Software.

"Intellectual Property Rights" means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).

"Party" means Directus or Client.

"Personal Data" means any information provided by Client to Directus used to identify a specific natural person, either alone or when combined with other information that is linkable by Directus to a specific natural person. Personal Data also includes other information provided by Client to Directus about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

"Project" means a URL associated with a specific Client project, for example directus.clientname-project1.com.

"Recipient" means a Party that receives any Confidential Information of the other Party.

"Software" means the Directus proprietary software described on the Order and any Updates and Upgrades to the Software.

"Third Party Content" means third party content and information available to Client through Third Party Services.

"Third Party Services" means third party websites, platforms, applications, products or services such as, for example, Facebook® or YouTube®.

"Updates" and "Upgrades" are defined in Exhibit 2 (Support Services).

"User" means Client's current employees, independent contractors, agents and consultants who are authorized or permitted by Client to access and use the Software on behalf of Client; provided that each individual is not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions, (b) on the United States Treasury Department's list of Specifically Designated Nationals, (c) on the United States Department of Commerce's Denied Persons List or Entity List, or (d) on any other United States export control list.

Exhibit 2 - Support Services

Capitalized terms used but not defined in this Exhibit 2 have the meanings assigned them in the Self-Hosted License Agreement.

1. Definitions.

a. "Authorized Contact(s)" means the two (2) representative(s) of Client, who will be the exclusive point of contact with Directus with respect to technical support of the Software. Client will have the right to change the Authorized Contacts by providing written notice to Directus.

b. "Error" means any failure of the latest Update to the Software to substantially conform to its Documentation which is verifiable and reproducible by Directus. "Error" shall not include any such failure that is caused by: (i) the use or operation of the Software with any other software or programming languages, or in an environment other than that intended or recommended by Directus, (ii) modifications to the Software not made by Directus, (iii) any bug, defect or error in other software used with the Software or any other failure of such software to conform to its published specifications; or (iv) any failure, inoperability, loss of data, corruption or system downtime caused by the utilization of custom extensions developed by Client, (v) use of Directus CLI utilities that results in inadvertent upgrades to the Software, (vi) Client's direct access to and edit of the database or (vii) any failure, outage, or issue caused by Client's infrastructure, including but not limited to hosting environment, servers, network connectivity, or hardware.

c. "Error Correction(s)" means a Workaround, Update or Upgrade to the Software that substantially conforms the Software to the Documentation or eliminates any material adverse effect of the Error on Client.

d. "Updates" means a "patch release" (bugfix) or "minor release" (improvement) incorporating standard backward compatible bug fixes and backward compatible new features that are provided by Directus. Patch release Updates are designated by the second digit to the right of the first decimal point (e.g., 1.0.1). Minor release Updates are designated by the first digit to the right of the first decimal point (e.g., 1.1.0).

e. "Upgrades" means "major releases" that are changes to the Software that break backward compatibility. Upgrades are designated by the digit to the left of the first decimal point (e.g., 2.0.0).

f. "Workaround" means a technically feasible and temporary change in the use of the Software which minimizes the effects of an Error on the normal operation of the Software.

2. Support and Maintenance Services.

a. Support Tickets. Client must notify Directus by email to support@directus.io, promptly following the discovery of any potential or actual Error. If requested by Directus, Client shall submit to Directus any data and operating conditions that Directus may reasonably require to verify and reproduce the Error.

b. Error Corrections. Directus shall use commercially reasonable efforts to provide Error Corrections for Errors in the Software reported by Client to Directus.

c. Updates and Upgrades. Directus shall make available to Client any Updates and Upgrades of the Software and Documentation for no extra charge, subject to limitations explicitly set forth in section 2(e) below. Directus will make such Updates or Upgrades available to Client when Directus makes such Updates or Upgrades generally available to its other licensees that have purchased Support Service

d. Delivery. Directus delivers Updates and Upgrades and the related Documentation only electronically.

e. Scope of Support Services. Directus shall make available to Client each Update and Upgrade, and the related Documentation, for no additional fee, when Directus makes such Updates or Upgrades generally available to its other licensees entitled to Support Services.

i. Updates. Directus provides Support Services only for the latest Update of the Software. For example, if Directus releases V11.3.4 then Directus will no longer provide Support Services for V11.3.3.

ii. Upgrades. When Directus releases an Upgrade (for example, by releasing V12.0.0) then Directus will provide a reasonable period for Customer to migrate to the Upgrade (for example, to migrate from V11.3.4 to V12.0.0). We refer to this period as the "Upgrade Window." The length of the Upgrade Window depends on the complexity of the changes between releases. During the Upgrade Window Directus will continue to provide Support Services for the immediately prior Software Update (in our example, V11.3.4). For context, the Upgrade Window for Upgrade V10.0.0 was one month, meaning Directus provided Support Services for V9.z.z for one month after releasing V10.0.0.

f. Exclusions. Client acknowledges that Directus is under no obligation to perform Error Correction services or other professional services with respect to any: (i) hardware provided by Client or third parties, (ii) software provided by Client or third parties or (iii) configuration issues with such hardware or software.

3. Proprietary Rights.

Any Updates or Upgrades to the Software provided under this Exhibit 2 shall be deemed part of the applicable "Software" governed by the terms of the Self-Hosted License Agreement. Any corrections, additions or modifications to the Documentation provided under this Exhibit 2 shall be deemed part of the "Documentation" governed by the terms of the Self-Hosted License Agreement.

4. Support Windows.

a. Standard Hours 9am to 5pm ET. In general, Directus provides Support Services by email to Client's Authorized Contacts between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday, excluding bank holidays in New York, New York ("Standard Hours").

b. Expanded Support Windows.

i. Subscription. If Customer has subscribed to ongoing "Premium" Support Services, as listed on the related Order, then Directus will provide Support Services 24×7 (24 hours a day, every day) for Level 1 - Critical issues for the fee listed on the Order. If Customer's Authorized Contacts initiate a support request under this Subsection outside of Standard Hours and Directus does not confirm the priority classification as Level 1 - Critical, then Directus will respond to the support request in accordance with Table 1 during Standard Hours.

ii. On-Demand. If Customer has not subscribed to ongoing Premium Support Services, then Customer may request support 24×7 for Level 1 - Critical Errors only, on demand and as-needed. Directus will provide these on-demand Premium Support Services at a rate of $250 per hour for a 4-hour minimum period for each support ticket opened by Customer under this Subsection. Any request under this Subsection by an Authorized Contact shall be deemed to be authorized by Customer, and Customer agrees to pay the related fees for each such request.

5. Support Response Times.

When Client submits a support request pursuant to Section 2(a) then Directus will first attempt resolution via email. If Directus cannot resolve the support request and the support request qualifies as an Error, then Directus will assess its priority level and provide Support Services according to Table 1. Client shall specify a priority level when submitting a support request, but Directus reserves the right to reclassify based on the information provided. If a Client repeatedly misclassifies requests at a higher priority than warranted, then Directus may charge for the unnecessary, expedited work at its then-standard professional service rates.

TABLE 1

Priority	Definition	Initial Response Time	Estimated Resolution Time
4 - LOW Information or enhancement request	Information needed or other request	48 hours	If the request is accepted by Directus, then within 90 days
3 - MEDIUM Problem where acceptable workaround is available	Ability to use Software with faults that cause minor disruption to service	8 hours or next business day	As promptly as possible but within 60 days
2 – HIGH Software is operational, but functionality is seriously affected	Ability to use the Software, but Client operation is severely restricted, and no workaround exists	4 hours	As promptly as possible but within 30 days
1 – CRITICAL Software is not operational	Software is non-operational in production environment	1 hour	As promptly as possible but within 15 days

Directus shall use commercially reasonable efforts to initially respond to support tickets within the Initial Response timeframes set forth in Table 1 and to provide Error Corrections in a timely manner, taking into consideration the Estimated Resolution Times set forth in Table 1.

Exhibit 3 - Directus Wire Transfer Instructions

Wire Transfer Instructions:

Silicon Valley Bank
3003 Tasman Drive
Santa Clara, California 95054
ABA/Routing Number: 121140399
SWIFT code: SVBKUS6S
Account Checking: 3304278110