⚠️ Convenience translation. This is an English translation of our Terms and Conditions, provided solely for your convenience. For all legal purposes — including interpretation, enforcement, and dispute resolution — the Spanish version is the sole authoritative and binding text. In case of any discrepancy between this translation and the Spanish original, the Spanish version shall prevail.

Software License and Terms of Use — KbBridge

These Software License and Terms of Use (hereinafter, the "Terms" or the "Agreement") govern the access, licensing, and use of the software known as "KbBridge" and are issued by Foundry Labs SAS, as the producer and original owner of the Software.

These Terms apply to any individual or legal entity that adheres to them through electronic acceptance, subscription, purchase order, account activation, access, implementation, or use of the Software. Such party will be identified for the purposes hereof as the "Licensee," "Customer," or "User," as applicable.

Adherence to these Terms implies full, express, and binding acceptance of their content, as well as of any updates duly notified, and is an essential condition for lawful access to and use of KbBridge.

1. Purpose and Acceptance of the Terms

1.1. These Terms and Conditions establish the contractual framework governing the relationship between Foundry Labs SAS, as the producer and exclusive owner of the "KbBridge" software, and any Licensee who adheres to them. The purpose of these Terms is to grant a license to use KbBridge, a computer program that operates under a proprietary language created by Foundry Labs and designed as a tool to organize code and other Customer Content, without the license granted implying, directly or indirectly, any transfer of ownership rights over the Software.

1.2. The Software has been designed to connect or interact naturally with generic development tools, including those made available by manufacturers such as GeneXus, as well as, potentially, with other similar third-party manufacturer tools. Its main function is to assist the Licensee in managing and organizing the code developed by the Licensee and other Customer Content. Any reference to such third-party tools does not imply affiliation, sponsorship, association, approval, or endorsement by their respective owners.

1.3. Acceptance of these Terms may occur by checking a box or clicking an acceptance button during the subscription process, by acceptance contained in or referenced by a purchase order, service order, or other commercial document, by activating an account, or by accessing, implementing, or continuing to use the Software. Any such conduct shall constitute an express, unequivocal, and binding manifestation of consent by the Licensee, and shall imply full acceptance of these Terms and any future updates duly notified.

2. Definitions

For purposes of these Terms and Conditions, the following terms shall have the meanings set forth below:

Terms or Agreement: Refers to these Software License and Terms of Use, together with any annex, purchase order, service order, commercial conditions, subscription plan, or document incorporated by reference by Foundry Labs or accepted by the Licensee during the onboarding, contracting, subscription, or use of the Software.

Customer Content: Refers to all source code, object code, data, files, text, and any other information or digital material that is owned by the Licensee or over which the Licensee has legitimate rights of use, and that the Licensee uploads, extracts, copies, organizes, or processes using the Software within its own environment or in folders, repositories, or locations under its control. Foundry Labs does not have access to Customer Content, which is presumed to be owned by the Customer or that the Customer has sufficient rights thereto.

GeneXus Code or Similar: Refers to source code, object code, libraries, and other proprietary components of the GeneXus development platform or similar. Foundry Labs declares that the Software does not directly access or manipulate GeneXus Code or any other similar code from another manufacturer.

Foundry Labs or Licensor: Foundry Labs SAS, producer and exclusive owner of the KbBridge Software and holder of all intellectual property rights over it.

Third-Party Tools: Refers to any software, development platform, application, service, library, API, SDK, or technological component not provided by Foundry Labs, including, by way of example, GeneXus or other similar manufacturer tools with which the Software is designed to interact. Any reference to such tools does not imply affiliation, sponsorship, endorsement, or association between Foundry Labs and their respective owners, except by express written agreement.

GeneXus: Refers to the platform, tools, and technologies identified under that trade name, which belong to their respective owners and constitute Third-Party Tools.

Subscription: The commercial or contractual relationship enabling the Licensee to access and use the Software during the contracted term, in accordance with the applicable plan, commercial conditions, and license scope.

Account: The record or profile enabled to identify the Licensee within the licensing, administration, or access systems of the Software.

Access Credentials: The identifiers, keys, passwords, or authentication mechanisms assigned to or used by the Licensee to access the Software or its Account.

Account Data or Subscription Data: Contact, billing, licensing, account administration, support, and commercial relationship data provided by the Licensee or generated in connection with the contracting or administrative use of the Software; expressly distinguished from Customer Content.

Proprietary Language: Refers to the programming language, syntax, algorithms, structure, logic, and software architecture that are the exclusive creation and property of Foundry Labs and on which the KbBridge Software operates.

License: The authorization to use the Software, of a temporary, non-exclusive, and non-transferable nature, granted by Foundry Labs to the Licensee, subject to the terms, conditions, and restrictions set forth in these Terms and Conditions.

Licensee: The individual or legal entity that adheres to these Terms through subscription, purchase order, account activation, electronic acceptance, access, or use of the Software, for use within its commercial or professional activities.

Parties: Refers jointly to Foundry Labs and the Licensee that adheres to these Terms.

SDK (Software Development Kit): The set of development tools, libraries, application programming interfaces (APIs), connectors, and related documentation, provided by a third party, including by way of example tools or components linked to GeneXus or other similar manufacturers, enabling interconnection between different software systems. The connection, configuration, maintenance, and interoperability between the Software and any SDK or API is the sole responsibility of the Licensee.

Software or KbBridge: The computer program called "KbBridge," owned by Foundry Labs, which operates on its Proprietary Language. Its purpose is to act as a tool for the Licensee to organize its own Customer Content, and may interact with generic GeneXus tools or other similar third-party manufacturer tools, without implying affiliation, sponsorship, approval, or association between Foundry Labs and such third parties.

3. Ownership and Intellectual Property

3.1. Ownership of the Software and the Proprietary Language. Foundry Labs is and shall remain the sole and exclusive holder of all copyright, trademark, trade secret, and other intellectual and industrial property rights over the KbBridge Software, its Proprietary Language, associated documentation, and all modifications, updates, and derivative works. This Agreement does not constitute a sale and does not imply, directly or indirectly, any transfer of ownership over the Software or its components. The Licensee acquires only a limited, non-exclusive, non-transferable right to use the Software, subject to these Terms and Conditions.

3.2. Ownership of Customer Content. All Customer Content is and shall remain at all times the exclusive property of the Licensee or its respective owners. Foundry Labs acquires no right, title, or interest over Customer Content beyond the technical, implicit, and limited authorization for the Software to carry out organization, extraction, and copy operations in the Licensee's own folders, repositories, or environments, in accordance with the intended functionality. Foundry Labs does not hold and will not claim any ownership right over source code, object code, data, files, or other materials that the Licensee manages through the Software.

The Licensee represents and warrants that it has all the rights, authorizations, and licenses necessary to use, extract, copy, organize, and process Customer Content through KbBridge, being solely responsible for the lawfulness, legitimacy, and availability of such use. Foundry Labs does not verify and assumes no obligation to verify the ownership, availability, lawfulness, or absence of legal, contractual, or technical restrictions over Customer Content.

3.3. Third-Party Ownership. The Licensee acknowledges that Third-Party Tools, including, by way of example, GeneXus, its respective GeneXus Code, and any associated SDK or component, are the property of their respective owners and are governed by their own terms, conditions, and licenses.

This Agreement does not grant any right over such third-party tools or components. Any reference to such tools is for descriptive purposes only and does not imply affiliation, sponsorship, endorsement, or association between Foundry Labs and their respective owners, except by express written agreement to the contrary.

Additionally, it is the sole responsibility of the Licensee to verify that the manufacturer of the programming language used, or of any derived or associated tools, has the legal capacity to have them organized and operated by programs of the Software's nature. Foundry Labs does not and cannot know the licensing terms the Licensee holds with third parties; therefore, this is the sole responsibility of the Licensee.

3.4. Suggestions and Feedback. If the Licensee provides Foundry Labs with any suggestion, idea, recommendation, observation, or comment related to the Software or its functionalities (the "Suggestions"), the Licensee grants Foundry Labs a free, perpetual, irrevocable, worldwide, non-exclusive, sublicensable, royalty-free license to use, reproduce, adapt, modify, incorporate, exploit, and dispose of such Suggestions for any purpose related to the Software or other Foundry Labs products or services, without any obligation of attribution, payment, or compensation to the Licensee.

3.5. Reservation of Rights. Foundry Labs expressly reserves all rights not expressly granted to the Licensee under these Terms and Conditions. No provision of these Terms may be interpreted as granting, by implication, estoppel, or otherwise, any license, authorization, or right other than those expressly set forth in the applicable License clause.

4. License Grant and Scope of Use

4.1. License Grant. Subject to the Licensee's full compliance with these Terms and Conditions, and payment of the corresponding price pursuant to the applicable subscription, acceptance, or contracting process, Foundry Labs grants the Licensee a License to use the Software. This License is temporary, non-exclusive, non-transferable, revocable, and strictly limited to the scope set forth in this Agreement, for the Licensee's own, internal, and professional use, and exclusively during the Subscription Term. The License does not grant the Licensee any ownership right over KbBridge, its Proprietary Language, its documentation, or any of its components or associated elements.

4.2. Scope and Purpose. The License is granted solely for the Licensee to use KbBridge's functionalities to organize, structure, extract, copy, and manage its own Customer Content within its technical environment, folders, repositories, or locations under its control, as part of its own software development activities. KbBridge may interact with generic GeneXus tools or with similar third-party manufacturer tools or languages, but this does not imply any transfer of rights over such tools or any obligation for Foundry Labs to implement, connect, configure, maintain, or support integrations with SDKs, APIs, or any other third-party components. Any use for the provision of services to third parties, resale, or any other form of commercial exploitation of the Software is expressly excluded, except by express written agreement granted by Foundry Labs.

4.3. Usage Restrictions. The Licensee undertakes not to do, and not to allow third parties to do, directly or indirectly, any of the following:

a. Provide services to third parties using the Software, or resell, lease, sublicense, assign, or otherwise commercialize the Software or its functionalities.

b. Reverse engineer, decompile, disassemble, or otherwise attempt to discover or access the source code, Proprietary Language, underlying ideas, or algorithms of the Software.

c. Use the Software to access, extract, copy, modify, or interfere with source code, object code, SDKs, APIs, or third-party components beyond what is expressly permitted by the applicable third-party terms and by the configuration, connection, or authorizations implemented under the Licensee's sole responsibility.

d. Circumvent, alter, or attempt to compromise the architecture, operating logic, or technical mechanisms of the Software to gain access to Customer Content from environments, infrastructures, or locations outside the Licensee's control.

e. Use the Software, its documentation, its trade name, or any reference to GeneXus or other third parties in a manner that suggests, induces, or implies a non-existent affiliation, sponsorship, certification, endorsement, or official integration with such third parties.

f. Use the Software, its functionalities, or knowledge derived from its use to develop, create, or commercialize a product or service that competes directly or indirectly with KbBridge.

g. Extract data in a massive or automated manner, or use the Software for any purpose other than its natural function of organizing, structuring, extracting, and authorized copying of Customer Content within the environment, folders, repositories, or locations under the Licensee's control.

h. Use the Software to infringe any law, regulation, or third-party right, or in any way that exceeds the authorizations granted in these Terms and Conditions. The Licensee shall be solely responsible for holding all rights, authorizations, and licenses necessary regarding its Customer Content and the Third-Party Tools with which it chooses to interoperate.

i. Remove, hide, or alter any intellectual property, trademark, or copyright notices contained in the Software or associated documentation.

4.4. Reservation of Rights. Any right to use, exploit, or dispose of the Software that has not been expressly granted in these Terms and Conditions shall be deemed not granted and shall remain fully reserved in favor of Foundry Labs.

5. Technical Architecture and Integration Model

5.1. Interaction Model. KbBridge has been designed to operate as an organizational tool within the Licensee's technical environment. Its main function is to interact with Customer Content to assist in its management, structuring, extraction, and copying within folders, repositories, or locations under the Licensee's control. The Software has been designed to connect naturally with generic GeneXus tools and, conceptually, may interact with similar third-party manufacturer tools, without implying any statement of actual current compatibility other than as expressly informed by Foundry Labs.

5.2. Licensee's Sole Responsibility for Integration. The Licensee acknowledges and accepts that the connection, configuration, implementation, enablement, and maintenance of the link between the Software and any SDK, API, or Third-Party Tool is its sole responsibility. Foundry Labs shall not perform, supervise, or be under any obligation to perform or intervene in such connection or integration, except by express written agreement in a separate services agreement. Likewise, the Licensee acknowledges and accepts that Foundry Labs does not access Customer Content or GeneXus Code as part of such integration, and that any interoperability with its own or third-party systems shall be implemented and administered under the Licensee's own control.

5.3. Independence and No Warranty of Compatibility. KbBridge is not a product affiliated, sponsored, endorsed, certified, or associated with GeneXus or any other third-party tool manufacturer, except by express written statement to the contrary. All trademarks, trade names, SDKs, APIs, libraries, and other third-party components belong to their respective owners. Although the Software may interact with GeneXus or with similar third-party manufacturer tools, Foundry Labs does not warrant compatibility, availability, or uninterrupted operation with current or future versions of such tools. The Licensee acknowledges that the viability, scope, and performance of any integration or interoperability depend on factors external to the Software, including configurations, versions, licenses, permissions, technical restrictions, and environments controlled by the Licensee, the manufacturer of the languages/tools, or other third parties.

Without prejudice to the foregoing, Foundry Labs may describe capabilities or features through its communication channels; such descriptions are, in all cases, merely informational, precarious, and subject to continuous change.

6. Customer Content, Code Handling, and Access Limitations

6.1. Operation on Customer Content. The Licensee acknowledges and accepts that the main function of the Software is to act as a tool to organize, structure, and manage Customer Content within the Licensee's own technical environment. For these purposes, and under the Licensee's exclusive direction, configuration, and control, the Software may perform extraction, copy, ordering, and disposition operations on portions of Customer Content only in folders, directories, repositories, environments, or locations designated and controlled by the Licensee.

6.2. No Access by Foundry Labs. It is established as a fundamental principle of these Terms and Conditions that Foundry Labs does not access, view, receive, store, control, or under any circumstances have access to Customer Content. The Software's architecture and mode of operation are designed so that processing, extraction, copying, organization, and structuring tasks related to Customer Content are executed within the Licensee's environment or in systems, folders, repositories, or infrastructures under its direct control, without Foundry Labs being able to know, inspect, modify, capture, or retain such Content.

6.3. Separation from GeneXus Code and Third-Party Code. Likewise, Foundry Labs declares that neither the company nor the Software accesses, at any time, GeneXus Code or any other source code, object code, or proprietary component belonging to Third-Party Tools. Any interaction between the Software and any SDKs, APIs, connectors, libraries, or third-party tools shall depend on the connection, configuration, enablement, and maintenance implemented exclusively by the Licensee, under its own control and responsibility, maintaining a technical and operational separation that excludes Foundry Labs from any access to such third-party assets.

6.4. Licensee's Sole Responsibility. The Licensee is and shall at all times be solely responsible for the lawfulness, ownership, legitimacy, integrity, security, backup, availability, and use of its Customer Content. It also represents and warrants that it has all the rights, authorizations, consents, and licenses necessary to use, extract, copy, organize, and process such Content through the Software. Foundry Labs assumes no responsibility for the loss, corruption, exposure, unlawfulness, lack of authorization, or infringement related to Customer Content, nor for third-party claims related thereto, given that it does not access or exercise control over such Content.

7. Exclusion of Services and Support

7.1. Scope of the License. The License price corresponds exclusively to the right to use the KbBridge Software in its current state, in accordance with the documentation made available by Foundry Labs to the Licensee. This price does not include the provision of professional services, technical support, implementation, integration, configuration, or any operational assistance, unless expressly contracted otherwise.

7.2. Exclusion of Professional Services. Unless subject to a separate, express, written agreement, Foundry Labs assumes no obligation to provide implementation, integration, connection, configuration, customization, consulting, training, education, data migration, technical support services, or to create connections between the Software and SDKs, APIs, GeneXus, or any other Third-Party Tools.

7.3. Separate Service Agreements. If the Licensee requires any of the services mentioned above, they shall be subject to an independent proposal, service order, or contract, which shall set forth their scope, conditions, service levels, and fees, all of which shall be additional to and independent of the License price.

8. Customer Responsibilities and Compliance

8.1. Management of Technical Environment. The Licensee acknowledges, declares, and accepts that it is solely responsible for providing, managing, configuring, integrating, implementing, maintaining, and securing its own technical environment, including, without limitation, hardware, networks, operating systems, repositories, folders, credentials, permissions, connectors, and any other software or component necessary for the operation of KbBridge. Likewise, it acknowledges and accepts that the connection, configuration, implementation, enablement, and maintenance of the link between the Software and any SDK, API, GeneXus, or other Third-Party Tools is the sole responsibility of the Licensee and does not form part of Foundry Labs' obligations, except by express written agreement to the contrary.

8.2. Authorized and Lawful Use. The Licensee undertakes to use the Software in strict compliance with these Terms and Conditions, the scope of the License granted, and all legal, regulatory, and contractual rules applicable to it. The Licensee shall be fully responsible for all activity performed through its Account or under its Access Credentials and shall take all reasonable measures to prevent unauthorized access, misuse, or any use of the Software contrary to these Terms.

8.3. Safeguarding of Own Assets. The responsibility to make periodic and systematic backups of Customer Content, as well as to implement, maintain, and verify appropriate security, integrity, availability, and recovery measures to protect such Content, rests solely with the Licensee. Foundry Labs shall not be responsible for the loss, corruption, unavailability, alteration, or exposure of Customer Content or any other assets, data, or materials under the Licensee's control.

8.4. Compliance with Licenses, Rights, and Authorizations. The Licensee is solely responsible for obtaining and maintaining all licenses, permissions, rights, titles, consents, and authorizations necessary to use Third-Party Tools — including GeneXus, SDKs, APIs, and associated components — as well as to use, extract, copy, organize, and process Customer Content through the Software. The Licensee represents and warrants that it has sufficient legal, contractual, and technical basis to carry out such acts. Foundry Labs does not verify and assumes no obligation to verify the ownership, licensing, availability, compatibility, or lawfulness of Customer Content or Third-Party Tools used by the Licensee.

8.5. Responsibility for Infringements or Breaches Related to Content or Third Parties. Any breach, claim, conflict, or contingency related to intellectual property rights, confidentiality, trade secrets, data protection, licenses, permits, or authorizations regarding Customer Content or any Third-Party Tools used with KbBridge shall be the sole responsibility of the Licensee, who shall fully assume the consequences before third parties and before Foundry Labs in accordance with these Terms and Conditions.

9. Warranties and Disclaimers

9.1. "As Is" Provision. The Licensee acknowledges and accepts that the KbBridge Software is provided "as is" and "as available," to the maximum extent permitted by applicable law, without warranties of any kind, whether express, implied, statutory, or otherwise.

9.2. General Disclaimer of Warranties. Foundry Labs expressly disclaims any warranty, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Likewise, Foundry Labs does not warrant that the Software will meet the Licensee's particular requirements, expectations, or needs, that its operation will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Software will be compatible, interoperable, or functional with third-party platforms, tools, SDKs, APIs, libraries, or solutions, including GeneXus or similar manufacturer tools. Nor does Foundry Labs warrant any specific result regarding the organization, structuring, extraction, copying, or disposition of Customer Content within the Licensee's environment, folders, repositories, or systems, nor regarding connections, integrations, configurations, or implementations carried out by the Licensee or by third parties under its control.

9.3. Acknowledgment of Contractual Balance. The Licensee acknowledges and accepts that the disclaimers and limitations of warranties provided in this clause are an essential element of the License's economic balance, of the contractual allocation of risks, and of the determination of the price applicable to the Software. Consequently, the License has been offered and is accepted on the basis of such disclaimers and limitations.

10. Limitation of Liability and Indemnification

10.1. Aggregate Limitation of Liability. The Licensee acknowledges and accepts that the total and cumulative liability of Foundry Labs, its directors, employees, contractors, affiliates, or licensors, arising out of or related to these Terms and Conditions, the License, or the use of the Software, under any concept and whatever the cause of action — contractual, tort, negligence, or otherwise — shall not, in any case, exceed the total amount effectively paid by the Licensee to Foundry Labs for the use of the Software during the twelve (12) months immediately prior to the event giving rise to the claim.

10.2. Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, Foundry Labs shall not, under any circumstances, be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including, without limitation, loss of profits, loss of revenue, loss of business opportunity, business interruption, loss, corruption, or unavailability of data, loss, corruption, alteration, or exposure of Customer Content, loss or corruption of source code or object code, integration failures, incompatibilities or unavailability related to SDKs, APIs, GeneXus, or other Third-Party Tools, nor for results, errors, or contingencies arising from connections, configurations, implementations, or integrations that are the Licensee's or third parties' responsibility, even if Foundry Labs has been advised of the possibility of such damages. The limitations set forth herein shall not apply in cases of liability arising from willful misconduct or fraud on the part of Foundry Labs, duly established in court.

10.3. Indemnification by the Licensee. The Licensee undertakes to defend, indemnify, and hold harmless Foundry Labs, as well as its directors, employees, agents, contractors, affiliates, and licensors, against any claim, demand, action, or proceeding by third parties, as well as any damage, loss, penalty, fine, liability, cost, or expense (including reasonable attorneys' fees) arising from or related to: (i) the Licensee's use of the Software in violation of these Terms and Conditions or applicable law; (ii) the nature, content, lawfulness, ownership, availability, confidentiality, licensing, or authorizations relating to Customer Content; (iii) any claim, allegation, or controversy that Customer Content, or its extraction, copying, organization, structuring, processing, or use through the Software, or its interaction with SDKs, APIs, GeneXus, or other Third-Party Tools, infringes or affects intellectual property rights, trade secrets, confidentiality obligations, privacy rights, data protection, or other third-party rights; or (iv) the Licensee's breach of licenses, terms of use, permits, restrictions, or conditions applicable to GeneXus or any other Third-Party Tools used together with KbBridge. The Licensee represents and warrants that it has all rights, titles, licenses, permissions, consents, and authorizations necessary to use, extract, copy, organize, and process Customer Content through KbBridge for the purposes contemplated in these Terms and Conditions. Foundry Labs does not verify and assumes no obligation to verify the ownership, availability, lawfulness, or sufficiency of such rights, titles, licenses, permissions, consents, or authorizations.

10.4. Essential Basis of the Agreement. The Licensee acknowledges and accepts that the limitations of liability and indemnification obligations set forth in these Terms and Conditions are an essential element of the economic balance of the License and the contractual allocation of risks, and that the price applicable to the Software has been set in direct consideration of such limitations and allocations.

11. Prices, Payments, and Commercial Conditions

11.1. Price and Payment Method. The License to use the Software is for consideration and is granted under a recurring Subscription model. The price, currency, payment method, periodicity (monthly, annual, or other), commercial scope of the contracted plan, and any applicable economic conditions shall be those informed by Foundry Labs and accepted by the Licensee during the subscription, activation, checkout, purchase order, service order, or any other applicable commercial document or communication. Unless expressly stated otherwise, all amounts are understood to be net of taxes, duties, withholdings, contributions, tariffs, or similar applicable charges, which shall be the sole responsibility of the Licensee.

11.2. Suspension for Non-Payment. In the event of total or partial non-payment of any amount due, Foundry Labs may, upon notice to the Licensee, immediately suspend access to the Software, the Account, the Subscription, and/or the License until the outstanding amounts are paid. Suspension for non-payment shall not give rise to any liability for Foundry Labs for damages, losses, interruptions, or contingencies that such suspension may cause the Licensee or third parties. If non-payment continues for a period exceeding thirty (30) calendar days from the corresponding due date, Foundry Labs may unilaterally terminate these Terms and Conditions and/or the respective Subscription.

11.3. Price Modifications. Foundry Labs reserves the right to unilaterally modify the prices, plans, economic conditions, and commercial scopes of the License or Subscription. Such modifications shall be notified to the Licensee at least thirty (30) calendar days in advance of their entry into force, by email, in-Software notices, publication on the website, or any other means of communication provided in these Terms. Before the entry into force of the new conditions, the Licensee may choose not to renew, cancel its Subscription, or cease use of the Software. Continuation of the Subscription, failure to cancel, or continued use of the Software after the effective date of the new rates or economic conditions shall constitute tacit, express, and binding acceptance thereof.

12. Term, Termination, and Effect of Termination

12.1. Term and Renewal. The term of these Terms (the "Term") shall correspond to the Subscription period selected and paid by the Licensee (for example, monthly or annual) and shall be automatically renewed for successive equal periods, unless the Licensee notifies its intention not to renew or Foundry Labs communicates non-renewal through the channels enabled for such purpose before the end of the current Subscription period.

12.2. Termination by the Licensee. The Licensee may terminate these Terms at the end of each contracted Subscription period, using the channels, mechanisms, or procedures for cancellation, discontinuation, or non-renewal enabled by Foundry Labs.

12.3. Termination by Foundry Labs. Foundry Labs may terminate these Terms under the following circumstances:

a. For Cause: Immediately and without refund, if the Licensee breaches any of its material obligations under these Terms and Conditions, including, without limitation, the usage restrictions set forth in Clause 4.3, non-payment pursuant to Clause 11.2, unauthorized use of the Software, or any breach affecting the intellectual property, security, or operation of the Software.

b. Without Cause: Unilaterally and without the need to state cause, with at least thirty (30) calendar days' notice to the Licensee. In such case, if the Licensee has prepaid for a period that exceeds the effective termination date, Foundry Labs shall reimburse pro rata the amount corresponding to the unused period.

12.4. Effect of Termination. Upon termination or expiration of the Subscription, License, or these Terms and Conditions for any reason, all permissions and rights of use granted to the Licensee shall automatically cease, and the Licensee shall immediately cease all access to and use of the Software. As Foundry Labs does not access, store, or control Customer Content, the Licensee shall be solely responsible for the management of its data, code, backups, operational continuity, and any preservation or migration measures it deems necessary after termination. Clauses that by their nature must survive termination or expiration, including, without limitation, those related to Intellectual Property, Confidentiality, Data Protection, Limitation of Liability, and Indemnification, shall remain in full force.

13. Confidentiality

13.1. Definition of Confidential Information. For purposes of these Terms and Conditions, "Confidential Information" includes all non-public information disclosed by one Party to the other, in oral, written, electronic, or any other form, that is identified as confidential or that, by its nature or the circumstances of its disclosure, should reasonably be considered confidential. Foundry Labs' Confidential Information includes, without limitation, the KbBridge Software, its source code and object code, the Proprietary Language, its architecture, technical documentation, know-how, functional specifications, developments, business plans, and applicable commercial conditions.

13.2. Protection of Customer Content. Customer Content shall at all times be considered Confidential Information of the Licensee. However, the Licensee acknowledges and accepts that Foundry Labs does not access, receive, view, or process such Content in the ordinary course of operation of the Software. Protection of Customer Content is supported by KbBridge's own architecture, which operates as an organizational tool within the Licensee's environment, regarding content, folders, repositories, and locations under its control, with no access by Foundry Labs. This lack of access also extends, on the same terms, to GeneXus Code and other proprietary third-party assets with which the Licensee chooses to interoperate under its sole responsibility.

13.3. Obligations. The Receiving Party undertakes to keep Confidential Information in strict confidence and not to disclose it to third parties or use it for purposes other than the execution, administration, performance, or exercise of rights arising from these Terms and Conditions. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information only to its employees, directors, advisors, contractors, or suppliers who need to know it for such purposes, provided that they are subject to confidentiality and restricted-use duties at least equivalent to those provided herein. This obligation shall not apply to information that: (i) is or becomes part of the public domain without breach by the Receiving Party; (ii) was already legitimately in the possession of the Receiving Party before disclosure and without any obligation of confidentiality; (iii) is legitimately received from a third party without breach of any confidentiality duty; or (iv) must be disclosed in compliance with a legal or regulatory obligation or at the request or order of a competent administrative or judicial authority, in which case the Receiving Party shall, to the extent legally permitted, notify the Disclosing Party in advance so that it may adopt the protective measures it deems appropriate.

13.4. Duration of the Obligation. The confidentiality obligations set forth in this clause shall remain in force throughout the term of the Subscription, the License, and these Terms and Conditions, and shall survive their termination or expiration for any reason for a period of five (5) years. However, with respect to any Confidential Information that constitutes a trade or industrial secret under applicable law, the confidentiality obligation shall remain in force indefinitely for as long as such information retains such status.

14. Data Protection and Records

14.1. No Access to Customer Content. The Licensee acknowledges and accepts as a fundamental principle of these Terms and Conditions that Foundry Labs does not access, receive, store, or process Customer Content. The Software operates within the Licensee's own technical environment, and all management of Customer Content, including backup, security, treatment, and preservation, is the sole responsibility of the Licensee. Consequently, Foundry Labs does not act as a data processor with respect to Customer Content, under the terms of applicable regulations.

14.2. Account Data, Billing, and Minimum Technical Records. Notwithstanding the foregoing, the Licensee authorizes Foundry Labs to collect and process exclusively Account Data or Subscription Data, as well as minimum, non-intrusive technical data related to licensing and administrative operation of the Software, such as activation data, authentication, version, license validity, technical incidents, basic technical usage events, and records necessary for security, support, administrative maintenance of the license, contractual communications, payment management, and compliance with legal obligations. Such processing does not in any case imply access to Customer Content, Licensee source code or object code, GeneXus Code, or other proprietary third-party assets.

14.3. Backup Responsibility. Making periodic and systematic backups of Customer Content, as well as of any other information, code, or material processed through the Software within the Licensee's environment, is the sole responsibility of the Licensee. Foundry Labs does not provide backup services for Customer Content and shall not, under any circumstances, be responsible for its loss, corruption, alteration, exposure, or unavailability.

15. Notices and Communications

15.1. Form of Notices. Any notice, requirement, request, or other communication related to these Terms and Conditions shall be in writing and may be sent, as applicable, by email, publication or notice within the Software, the website, the Licensee's Account, or any other electronic means reasonably suitable for bringing the communication to the attention of its recipient.

15.2. Addresses for Notices:

a. For Foundry Labs:

• Email address: fundrylabs@kbbridge.com
• Physical address: Yaguarón 1407 oficina 909, Montevideo, Uruguay

b. For the Licensee:

• The email address and other contact data provided during the subscription, activation, Account registration, contracting, or use of the Software.
• The physical address, if provided by the Licensee in its Account or in applicable commercial documentation.

15.3. Effectiveness. Notices sent by email shall be deemed received on the date of sending, provided no technical failure notice is received. Notices made by publication or availability within the Software, website, or Licensee's Account shall be deemed received upon publication or availability. Notices sent by postal mail shall be deemed received on the date of reliable delivery at the designated address. It is the sole responsibility of the Licensee to keep contact data up to date and to regularly check its email, Account, and notices published within the Software or on the website.

16. Dispute Resolution, Applicable Law, and Jurisdiction

16.1. Applicable Law. These Terms and Conditions shall be governed and interpreted in all respects by the laws of THE EASTERN REPUBLIC OF URUGUAY.

16.2. Dispute Resolution. Any controversy, dispute, or claim arising between Foundry Labs and the Licensee out of the interpretation, validity, performance, enforcement, or termination of these Terms and Conditions shall be resolved in the courts of the city of Montevideo.

16.3. Injunctive Relief. Notwithstanding the foregoing, Foundry Labs may seek injunctive or provisional relief before competent courts in the city of its domicile or the defendant's domicile to protect intellectual property rights or to ensure compliance with the obligations arising from these Terms and Conditions, without this constituting a waiver of the specified jurisdiction.

17. General Provisions

17.1. Entire Agreement. These Terms and Conditions, together with their annexes, plans, commercial conditions, purchase orders, service orders, and other documents or conditions incorporated by reference or accepted by the Licensee during subscription, activation, contracting, or use of the Software, constitute the entire and exclusive agreement between Foundry Labs and the Licensee regarding the licensing, access, and use of KbBridge, and supersede all prior communications, proposals, statements, or agreements, oral or written, relating thereto.

17.2. Assignment. The Licensee may not assign, transfer, delegate, or dispose of any of its rights or obligations under these Terms and Conditions without Foundry Labs' prior written consent. Any attempted assignment, transfer, or delegation in violation of this clause shall be null and void. Foundry Labs may freely assign its rights and obligations under these Terms and Conditions, including in the context of a corporate reorganization, merger, acquisition, or sale of all or a substantial part of its assets, upon notice to the Licensee.

17.3. Severability. If any provision of these Terms and Conditions is declared null, invalid, or unenforceable by a competent authority, this shall not affect the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect. In such case, the affected provision shall be interpreted and, to the extent legally possible, replaced or applied in the manner that best reflects its original economic and legal purpose within the framework permitted by law.

17.4. Waiver. The failure to exercise, or delay in exercising, by Foundry Labs or the Licensee, any right, power, action, or remedy provided in these Terms and Conditions shall not constitute a waiver of such right, power, action, or remedy, nor shall it prevent its subsequent exercise, in whole or in part.

17.5. Survival. Clauses that by their nature must survive the termination, expiration, or resolution of these Terms and Conditions, including, without limitation, those related to Intellectual Property, Confidentiality, Data Protection, Limitation of Liability, Indemnification, Applicable Law, and Dispute Resolution, shall remain in full force and effect even after such termination, expiration, or resolution.

17.6. Amendments. Foundry Labs may unilaterally modify these Terms and Conditions at any time. Any modification shall be communicated to the Licensee by email, publication on the website, in-Software notices, within the Account, or by any other reasonably suitable electronic means, indicating, when applicable, the effective date of the updated version. If the Licensee disagrees with the modifications, it shall cease use of the Software and, where applicable, not renew or cancel the Subscription before the new terms take effect. Activation, access, renewal of the Subscription, or continued use of the Software after the effective date of the modifications shall constitute full, express, and binding acceptance of the updated Terms and Conditions.