BUILDNINJA END USER LICENSE AGREEMENT

Effective Date: December 1, 2025

IMPORTANT: READ CAREFULLY BEFORE INSTALLING, COPYING, OR USING THIS SOFTWARE

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("Licensee," "Customer," "You," or "Your") and GrapeCity India Private Limited ("Licensor," "Company," "We," "Us," or "Our") (collectively, the "Parties") for the BuildNinja software product, including computer software, associated media, documentation, and any updates or upgrades (collectively, the "Software").

BY CLICKING "ACCEPT," DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. DEFINITIONS

Software: The software program known as BuildNinja in binary form, including its documentation, upgrades provided pursuant to Section 6 of this Agreement, and any third-party software programs integrated with or made part of BuildNinja.

Server: The server part of Software that enables administration of User accounts, manages Build Agents, and performs other services as specified in the documentation.

Build Agent: An auxiliary part of the Software that performs functions requested by the Server as specified in the documentation.

Build Configuration: A set of build parameters and instructions defining how a software build should be executed on the Server.

Concurrent Builds: The maximum number of build tasks that can execute simultaneously at any given time across all connected Build Agents.

Grace Period: The 7-day period after license key installation during which the Software will continue to function even if there are licensing issues, allowing time to resolve any problems.

License Term: The subscription period shall commence on the date the Licensee generates the License from the website (grapehub.io) and shall, by default, remain valid for one (1) year, unless a different subscription term is selected by the Licensee at the time of purchase.

License Account: The Licensee's registered account at grapehub.io through which License Keys are obtained and managed.

License Key: A unique key-code that enables Licensee to run the Software. Only Licensor and/or its representatives are permitted to produce License Keys.

Professional Services: Remote assistance to migrate from existing CI/CD platforms to BuildNinja, including installation support and basic configuration to replicate existing workflows. Services are limited to migration assistance only. Licensor makes no representation or warranty regarding the availability, scope, or outcome of such services.

Shogun Edition License: A license to use Software subject to clause 3.1(b) of this Agreement.

Solo Edition License: A license to use Software subject to clause 3.1(a) of this Agreement.

Third-Party Software: Any software components, libraries, or modules owned by parties other than Licensor that are integrated with or made part of the Software.

User: Any person authorized by Licensee to use Software while performing duties within the scope of their employment or assignment with Licensee, including employees, independent contractors, and temporary workers.

Confidential Information: Non-public information designated confidential, or reasonably understood as such which includes: For Licensor – Software including but not limited to source code, algorithms, structure, documentation, trade secrets, business plans, pricing; For Licensee – User Data and business information.

User Data: All data, information, and content submitted or created by Licensee through the Software.

Personal Data: Information relating to an identified or identifiable natural person as defined under applicable data protection laws.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Ownership of Software

The Software, including all intellectual property rights therein, is and shall remain the sole and exclusive property of GrapeCity India Private Limited. This Agreement conveys a limited license to use the Software, not ownership. Title, ownership rights, and intellectual property rights in and to the Software shall remain with the Licensor.

2.2 Licensor's Intellectual Property

Licensor owns all right, title, and interest in and to:

The Software, including source code, object code, algorithms, structure, sequence, organization, architecture, and user interfaces;
All copyrights, patents, trade secrets, trademarks, service marks, trade names, and other proprietary rights worldwide associated with the Software;
All Documentation, specifications, designs, and technical materials;
All modifications, enhancements, derivative works, improvements, and updates to the Software, whether created by Licensor or suggested by Licensee;
All know-how, methodologies, processes, and technologies embodied in or utilized by the Software.

2.3 Injunctive Relief

Licensee acknowledges that breach of this Section 2 may cause irreparable harm to Licensor for which monetary damages are an inadequate remedy. Accordingly, in addition to any other remedies available at law or equity, Licensor shall be entitled to seek injunctive and other equitable relief to prevent or restrain such breach.

2.4 Survival

The provisions of this Section 2 shall survive any termination or expiration of this Agreement.

3. GRANT OF LICENSE

Subject to the terms, conditions, and limitations in this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable license to use Software as follows:

3.1 License Rights

(a) Solo Edition License:

Install and run unlimited number of Servers
Use up to 10 Users per installation
Execute up to three (3) concurrent builds per Server
Connect unlimited Build Agents to the Server
Purchase additional concurrent build capacity as per subscription plan at published rates, if capacity beyond three (3) simultaneous builds is required
Create up to 100 Build Configurations per Server
Retain build history for 30 days
Use any 1 SSO integration provider (Microsoft, GitLab, Bitbucket, GitHub, or Google)
Receive standard business hours support for the duration of the License Term via email (Monday-Friday, 10 AM - 4 PM IST, excluding Indian public holidays)

(b) Shogun Edition License:

Install and run unlimited number of Servers
Use unlimited Users
Connect unlimited Agents per Server
Create unlimited Build Configurations per Server
Retain build history for unlimited duration, subject to Licensee's available storage capacity
Use all 5 SSO integration providers (Microsoft, GitLab, Bitbucket, GitHub, and Google)
Receive priority business hours support for the duration of the License Term via email (Monday-Friday, 10 AM - 4 PM IST, excluding Indian public holidays) with response time targets of 24 business hours
Access four (4) hours of remote CI/CD assistance (applicable to annual subscriptions only). Upon exhaustion of included hours, the Licensee may purchase additional services by contacting the Licensor's sales team
Receive free migration assistance (annual subscriptions only) limited to three (3) projects

(c) General Rights (Both Editions):

Make backup copies of Software for archival purposes
Benefit from 7-day Grace Period after license key installation to resolve any licensing issues

3.2 License Restrictions

The following actions are strictly prohibited under this license. Licensee shall not:

Sell, redistribute, encumber, give, lend, rent, lease, sublicense, or transfer Software or any portion thereof without prior written consent of Licensor.
Reverse engineer, decompile, disassemble, modify, translate, attempt to discover source code, or create derivative works from Software.
Use more concurrent builds than granted under the applicable license without purchasing additional build capacity (Solo Edition only) or without appropriate Shogun Edition licensing.
Use more Build Configurations per Server than allowed under Solo Edition License.
Use the same License Key for multiple Server installations.
Remove, alter, or obscure any proprietary or copyright notices in the Software.

4. LICENSE REGISTRATION REQUIREMENT

IMPORTANT:

All users must obtain a license key from www.grapehub.io before using BuildNinja.

Mandatory License Registration:

All users must register at www.grapehub.io and obtain a valid license key before first use. Software will not function without a valid license key
Solo Edition: Free license key (no payment required, valid for the License Term)
Shogun Edition: Paid license key (requires active subscription)

7-Day Grace Period:

Following license key installation, the Software shall continue to operate for seven (7) days notwithstanding any licensing validation issues, after which the Software will require successful validation to continue operating. During this grace period, Licensee shall resolve any technical problems without service interruption.

Misuse of Free Solo Edition Keys:

Licensee shall not misuse free Solo Edition license keys, including by creating multiple registrations, providing false or misleading information, circumventing registration limits, or using the keys for commercial, shared, bulk, or otherwise unauthorized purposes. Misuse shall constitute a material breach of this Agreement.

Right to Suspend or Revoke License Keys:

If Licensor determines, in its sole discretion, that any License Keys have been obtained, activated, or used fraudulently or in violation of this Agreement, Licensor may immediately suspend, deactivate, or revoke such License Keys without prior notice and without liability to Licensee.

Consequences of Misuse:

In the event of misuse of free Solo Edition license keys, Licensor may charge the applicable commercial license fees for all unauthorized use, in addition to any other remedies available at law or in equity.

5. THIRD-PARTY SOFTWARE

5.1 Third-Party Components

Software may include Third-Party Software components subject to separate license terms. A complete list and licenses are provided in the LICENSE.txt file included with Software. Licensee is responsible for ensuring third-party licenses are compatible with their internal policies.

5.2 Third-Party Disclaimers

LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, FOR ANY THIRD-PARTY SOFTWARE COMPONENTS. Licensee agrees to comply with all applicable third-party license terms. Licensor bears no responsibility for Third-Party Software performance, support, or compatibility issues.

6. UPGRADES

Licensor shall provide generally available Software upgrades as follows:

Solo Edition: Free upgrades during the License term.
Shogun Edition: Free upgrades during the License Term ("Upgrade Subscription"). Licensee may renew for additional one (1) year period by paying the applicable renewal fees on Licensor's website.

If Licensee does not renew the Upgrade Subscription, Licensee shall retain a license valid for the remaining License Term.

7. FEES AND PAYMENT

7.1 License Fees

Licensee agrees to pay all License Fees as specified at grapehub.io for the applicable license edition.

License Fees are:

Paid in advance as per subscription plan
Non-refundable. Licensee may choose not to renew the license at the end of the License Term
Exclusive of taxes. Taxes, if any, shall be borne by the Licensee

7.2 Pricing Structure

Indian customers receive INR pricing
Global customers receive USD pricing
Pricing is determined by customer's business location

7.3 License Compliance and Overuse

The Software enforces usage limits based on the licensed edition. If Licensee requires additional capacity beyond their current license:

Licensee shall purchase additional license capacity at published rates on grapehub.io.
If Licensee tampers with or bypasses license enforcement mechanisms, Licensor may immediately terminate this Agreement and revoke all License Keys.
Failure to maintain proper licensing or pay required License Fees may result in termination per Section 13.2.

7.4 Payment Methods and Security

All payments due under this Agreement shall be made only through secure, authorized payment channels designated by Licensor. Licensee is responsible for ensuring that payment information is accurate and submitted through the approved secure channels. Licensor shall not be liable for any losses, delays, or errors arising from payments made through unauthorized or insecure methods.

7.5 Audit Rights

Licensor may audit Licensee's Software use upon 30 days' notice, not more than once annually unless prior audit revealed material non-compliance. Licensee shall maintain accurate usage records and cooperate with audits. Third-party auditors must execute confidentiality agreements. If audit reveals excess use exceeding 10%, Licensee shall pay shortfall plus audit costs within 30 days.

8. INDEMNIFICATION

8.1 Customer Indemnification

Licensee shall defend, indemnify, and hold harmless GrapeCity India Private Limited, its officers, directors, employees, and agents from any claims, damages, losses, liabilities and expenses (including reasonable attorney fees) arising from:

Licensee's material breach of this Agreement
Licensee's unauthorized distribution or sharing of the Software or License Keys

8.2 Indemnification Procedure

a. Notice of claim

The Indemnified Party shall notify the Indemnifying Party of any claim within a month (30-days) after becoming aware of the material breach including unauthorized distribution or sharing of the Software or License Keys.

b. Defence and Settlement

The Indemnifying Party shall assume the defence and settlement of the claim. Any settlement of a third-party claim that affects the Indemnified Party's obligations, admissions, performance, intellectual property rights, or business operations shall require the Indemnified Party's prior written consent.

c. Cooperation

The Indemnified Party shall reasonably cooperate in the defence, at the Indemnifying Party's expense.

9. DATA PROTECTION AND RETENTION

9.1 Data Collection

Licensee retains all rights to User Data. Licensor processes User Data solely to provide Software as per Licensee's instructions.
Software collects analytics data such as usage statistics, performance metrics, system information, error logs, IP addresses, and license validation data but does not include source code or build artifacts unless in error reports.
Analytics is used for license validation, Software improvement, support services, feature development, and aggregated statistics.

9.2 Processing Roles

Licensee is data controller; Licensor is data processor for Personal Data in User Data.

9.3 Compliance

Parties comply with: Digital Personal Data Protection Act 2023 (India); IT Act 2000 (India); GDPR (EU); UK GDPR; CCPA/CPRA (California) and/or relevant laws.
Licensor shall:
1. implement appropriate security measures per Section 9.4;
2. ensure personnel confidentiality;
3. assist with data subject requests within 10 days;
4. notify Licensee of law enforcement disclosure requests unless prohibited;
5. assist with compliance obligations;
6. delete or return Personal Data upon termination per Licensee's election;
7. provide compliance information and allow audits.
Sub processors: Licensor may engage third-party service providers (such as payment processors, email services, and cloud hosting) to process account information from grapehub.io. Licensor maintains appropriate data processing agreements with all subprocessors.

9.4 Security Measures implemented by Licensor:

encryption—TLS 1.2+ in transit, encryption at rest for sensitive data;
role-based access controls and MFA;
firewalls and intrusion detection;
continuous security monitoring;
vulnerability management and patching;
secure development practices.

9.5 Data Retention

User Data retained during License Term plus 30 days for retrieval. Analytics will be retained for 24 months then deleted or anonymized.

9.6 Data Location and Control

The Software shall be deployed exclusively on the Licensee's infrastructure. Licensee shall retain full control over data location, storage, backup procedures, and data management.
No User Data shall be transmitted to or stored by Licensor except:
1. Anonymous usage telemetry (if enabled by Licensee);
2. License validation data (license key and installation count);
3. Support diagnostic information (only when explicitly provided by Licensee).
All product data, build artifacts, logs, and user information shall remain within Licensee's infrastructure under Licensee's exclusive control.

10. LIMITED WARRANTY AND ENHANCED DISCLAIMERS

SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Licensor does not warrant that the Software will be uninterrupted or error-free, or that any defects will be corrected. Performance of the Software may be affected by factors outside the Licensor's control.

The Licensee acknowledges and agrees that it is solely responsible for maintaining adequate and up-to-date backups of all data, systems, and content used in connection with the Software. The Licensor shall have no liability for any loss, corruption, or damage to data arising from the use of the Software or from the Licensee's failure to maintain proper backups.

Important: Software is not designed or suitable for safety-critical applications, hazardous environments, or any use where failure could result in death, personal injury, or severe property or environmental damage. Such uses are prohibited.

11. DISCLAIMER OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF USE OR INABILITY TO USE SOFTWARE.
LICENSOR'S ENTIRE LIABILITY WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE DURING THE 12 MONTHS PRECEDING THE CLAIM.

12. EXPORT REGULATIONS AND COMPLIANCE

12.1 Export Control Compliance

Licensee shall comply with all applicable Indian export control laws and any international sanctions that may apply to Software use or distribution.

12.2 Restricted Use

Licensee will not export, re-export, or transfer Software to sanctioned countries, restricted territories, or prohibited persons, or use Software for activities prohibited by export control regulations.

13. TERM AND TERMINATION

13.1 Term

Unless indicated otherwise in the Licensee's license account at grapehub.io, each license is valid for the License Term as defined in Section 1, subject to compliance with this Agreement.

13.2 Termination for Breach

If either party materially breaches this Agreement and fails to cure within thirty (30) days of written notice, the non-breaching party may terminate this Agreement.

13.3 Effect of Termination

Upon termination: Licensee immediately ceases use, uninstalls Software, and returns or destroys Confidential Information.
Licensor may disable Software upon 15 days' notice (no notice for emergencies or material breach) via license revocation or technical restrictions.
Data Retrieval: Licensee is responsible for retrieving User Data from their infrastructure. Licensee may request the Licensor in writing to export their account information from grapehub.io at any time, and Licensor shall provide such data in machine-readable format within thirty (30) business days of the request.

14. GENERAL

14.1 Dispute Resolution

a. Governing Law

This Agreement is governed by the laws of India. Parties consent to the exclusive jurisdiction and venue of courts in Delhi, India.

b. Arbitration

Either party may elect Delhi International Arbitration Centre under Arbitration and Conciliation Act 1996. The seat of arbitration shall be Delhi in English language. The award shall be final and binding, each party bears own costs unless arbitrator awards costs. This shall be confidential proceedings.

c. Litigation

If arbitration does not resolve dispute within 45 days (or extended period), either party may commence litigation. Parties submit to exclusive jurisdiction of courts in Delhi, India and waive objections to jurisdiction or venue. Nothing in this sub section shall preclude any party from approaching an appropriate court for obtaining injunctive reliefs.

14.2 Entire Agreement

This Agreement constitutes the entire agreement concerning Licensee's use of Software and supersedes prior agreements regarding the same subject matter.

14.3 Modifications

Licensor may update this Agreement with thirty (30) days' written notice. Continued Software use after the effective date constitutes acceptance.

14.4 Assignment Restrictions

Licensee shall not assign this Agreement without Licensor's prior written consent. Unauthorized assignment is grounds for termination. Licensor may assign in connection with mergers, acquisitions, or sale of substantially all assets without Licensee consent.

14.5 Equitable Relief

Licensee acknowledges unauthorized disclosure or breach could cause substantial harm. Licensor is entitled to seek equitable relief in addition to other remedies.

14.6 Severability

If any provision is invalid, the remainder remains in full force and effect.

15. FORCE MAJEURE

Neither party liable for failure to perform (except payments) due to events beyond reasonable control: acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, government actions, utility failures, fire, flood, earthquake.
Affected party shall:
1. promptly notify;
2. use reasonable efforts to mitigate and resume;
3. provide regular updates.
If Force Majeure exceeds 60 days, unaffected party may terminate and Licensor refunds prepaid fees pro-rata.

16. CONFIDENTIALITY

16.1 Obligations

Receiving Party shall: (a) protect using same care as own confidential information, minimum reasonable care; (b) use only to exercise rights or perform obligations under Agreement; (c) limit disclosure to employees, contractors with need-to-know under confidentiality obligations; (d) not disclose to third parties except per 16.3.

16.2 Permitted Disclosures

May disclose to: (a) legal advisors, auditors under confidentiality; (b) as required by law with prompt notice to Disclosing Party (unless prohibited).

16.3 Exclusions

Excludes information: (a) publicly available without breach; (b) rightfully possessed before disclosure; (c) rightfully received from third party; (d) independently developed with written proof.

16.4 Return

Upon termination or request, Receiving Party returns or destroys Confidential Information and certifies compliance. May retain as legally required under continued confidentiality.

16.5 Remedies

Unauthorized disclosure causes irreparable harm. Disclosing Party entitled to injunctive relief plus other remedies.

16.6 Survival

Obligations survive 5 years post-termination; trade secrets protected while they remain trade secrets.

17. CONTACT INFORMATION

For questions about this Agreement:

GrapeCity India Private Limited

Address: A-15, Noida Sector 62, Uttar Pradesh, India

Email: hello@grapehub.io

Website: grapehub.io