1. Scope of This Agreement

This End User License Agreement (“Agreement”) is between you or the organization you represent (“you”) and Hidden Point Studio, Inc. (“Hidden Point Studio,” “HPS,” “we,” “us,” or “our”).

This Agreement applies to software distributed or licensed by Hidden Point Studio, including applicable Novenect components, TokenFlow components, desktop or server applications, local service providers, connectors, agents, plugins, command-line utilities, deployment packages, downloadable software, and associated updates and documentation (collectively, the “Software”).

Hosted Novenect services and other online services may also be subject to the Hidden Point Studio Terms of Service and any applicable order form, subscription agreement, early-access terms, or other commercial agreement.

2. License Grant

Subject to this Agreement and your applicable purchase, subscription, entitlement, license tier, or written agreement, Hidden Point Studio grants you a limited, non-exclusive, non-transferable license to install and use the Software for your authorized business or personal use.

The number of authorized users, organizations, installations, devices, environments, customers, sites, workloads, or other permitted uses may depend on the license or entitlement associated with the Software.

3. Ownership and Intellectual Property

The Software is licensed, not sold. Hidden Point Studio and its licensors retain all right, title, and interest in the Software, including source code, object code, architecture, interfaces, designs, documentation, trademarks, copyrights, trade secrets, and other intellectual property rights.

Except for the limited license expressly granted by this Agreement, no ownership interest or intellectual property right is transferred to you.

4. License Restrictions

Unless expressly permitted by a separate written agreement, you may not:

• sell, sublicense, redistribute, publish, lease, rent, or otherwise provide the Software as a standalone product to another party;
• share license credentials, activation credentials, private keys, service credentials, or other protected access mechanisms beyond their authorized scope;
• remove or obscure copyright, trademark, attribution, license, or proprietary notices;
• bypass, defeat, disable, or interfere with licensing, entitlement, authorization, activation, usage, or security controls;
• use the Software in excess of purchased or assigned license, seat, device, organization, environment, or usage limits;
• use Hidden Point Studio source code, confidential materials, or proprietary implementation details to create a competing product where such use would violate applicable law, confidentiality obligations, or this Agreement; or
• use the Software for unlawful, fraudulent, abusive, malicious, or unauthorized purposes.

Nothing in this Agreement is intended to restrict rights that applicable law expressly provides and does not permit the parties to waive.

5. White-Label and Client Deployment Rights

White-label, managed-client, reseller, agency, embedded, or other third-party deployment rights exist only when expressly granted by the applicable license tier, order form, program terms, or separate written agreement.

Authorized white-label rights may permit branding customization or deployment of specified Software as part of your services to clients. Unless explicitly stated otherwise, such rights do not:

• transfer ownership of the underlying Software;
• transfer Hidden Point Studio source code or intellectual property;
• permit unrestricted sublicensing;
• permit resale of the Software as an independently owned standalone product; or
• permit removal of notices that must remain under applicable license terms.

6. Accounts, Activation, Entitlements, and License Enforcement

Certain Software may communicate with Hidden Point Studio or Novenect services to validate licenses, organizations, entitlements, subscriptions, activation state, authorized devices, installations, environments, versions, or access rights.

Hidden Point Studio may suspend, restrict, or disable licensed or premium functionality when an applicable license, subscription, entitlement, or account is expired, canceled, revoked, fraudulent, materially abused, or used beyond its authorized scope.

We may use reasonable technical controls to protect licenses, accounts, infrastructure, customers, and the integrity of the Software.

7. Local Services, Connectors, and Agents

Some Novenect or Hidden Point Studio functionality may operate through software installed in your environment, including local service providers, connectors, deployment agents, integration services, or other customer-operated components.

You are responsible for the systems on which you install those components, including system access, backups, network configuration, operating-system maintenance, credential protection, and authorization of administrative actions.

Where supported, locally installed components may retain configuration, operational state, cache data, synchronization state, logs, or other information required for their documented operation.

8. Updates and Changes

Hidden Point Studio may provide updates, patches, corrections, security fixes, compatibility changes, feature additions, or replacement versions of the Software.

Software behavior, APIs, system requirements, integrations, interfaces, or supported functionality may change between versions.

Certain updates may be required to maintain security, compatibility, support eligibility, or continued connection to hosted services.

9. Beta, Preview, and Early-Access Software

Software identified as alpha, beta, preview, experimental, pre-release, developer beta, private beta, or early access may be incomplete and may contain errors, defects, unfinished workflows, or behavior that changes before general availability.

Such Software may be subject to additional program terms and may have limitations regarding availability, production use, support, data types, uptime, retention, or compatibility.

10. Third-Party Software and Services

The Software may interact with or contain components supplied by third parties, including operating systems, open-source libraries, APIs, cloud providers, payment processors, databases, external applications, or other services.

Third-party products and services may be governed by separate terms, licenses, fees, privacy policies, availability commitments, and technical requirements.

Hidden Point Studio does not control third-party systems and is not responsible for changes, outages, restrictions, failures, or discontinuation caused by a third-party provider.

11. Payments, Refunds, and Payment Disputes

Purchases and subscriptions are subject to the applicable checkout terms, order terms, subscription terms, and Hidden Point Studio Refund Policy.

If a payment is reversed, disputed, charged back, canceled, found to be fraudulent, or otherwise becomes unpaid, Hidden Point Studio may suspend the affected license, subscription, entitlement, account, or paid functionality while the matter is reviewed.

You should contact Hidden Point Studio before initiating a payment dispute when you believe a billing or refund issue can be resolved directly.

12. Suspension and Termination

Your rights under this Agreement may terminate automatically if you materially violate its terms and do not cure the violation where a cure is required by applicable law or agreement.

Hidden Point Studio may suspend or terminate access to licensed functionality for material license abuse, fraud, unlawful use, unauthorized redistribution, security threats, or other material violations of this Agreement.

Upon termination of a license, you must stop using Software for which you no longer have a valid right of use and remove copies where required by the applicable license terms.

13. Your Data and Backups

You remain responsible for maintaining appropriate backups of your own systems and data.

You should not rely on a licensed application, connector, agent, deployment utility, or local service as your sole backup, archival, or disaster-recovery mechanism unless a separate written agreement expressly provides such a service.

14. Confidential Information

Non-public source code, credentials, private APIs, security details, unpublished documentation, pre-release materials, and other information identified as confidential or that reasonably should be understood to be confidential must be protected from unauthorized disclosure.

This section does not apply to information that becomes public through no breach of an obligation, was lawfully known without a duty of confidentiality, or must be disclosed by law.

15. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available.”

Hidden Point Studio disclaims warranties that may otherwise be implied by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, or error-free operation, except where such disclaimers are prohibited.

16. Limitation of Liability

To the maximum extent permitted by applicable law, Hidden Point Studio will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, business interruption, or loss of data, arising from or related to the Software.

Except where prohibited by law or modified by a separate written agreement, Hidden Point Studio’s aggregate liability arising from the Software will not exceed the amount you paid Hidden Point Studio for the affected Software or service during the twelve months preceding the event giving rise to the claim.

17. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Hidden Point Studio, its officers, employees, contractors, affiliates, and licensors from third-party claims, losses, liabilities, and reasonable expenses arising from:

• your unlawful or unauthorized use of the Software;
• your material violation of this Agreement;
• content, data, systems, or services that you control; or
• your use of the Software in a manner that infringes another party’s rights.

18. Governing Law and Dispute Resolution

Unless another written agreement specifies otherwise, this Agreement is governed by the laws of the State of Florida, United States, without regard to conflict-of-law rules.

To the extent enforceable under applicable law, disputes arising from this Agreement that cannot be resolved informally may be resolved through binding individual arbitration in Florida rather than through a jury trial or class proceeding.

Nothing in this section prevents either party from seeking temporary or injunctive relief where necessary to protect intellectual property, confidential information, systems, accounts, or security.

19. Class and Representative Action Waiver

To the maximum extent permitted by applicable law, disputes must be brought on an individual basis and not as a plaintiff or class member in a purported class, collective, consolidated, or representative action.

20. Limitation Period for Claims

To the extent permitted by applicable law, a claim arising from this Agreement or the Software must be brought within one year after the claim arose, unless applicable law requires a longer period.

21. Export, Sanctions, and Legal Compliance

You may not use, export, re-export, transfer, or provide the Software in violation of applicable export controls, sanctions, trade restrictions, or other laws.

You are responsible for ensuring that your own use of the Software complies with laws and regulations applicable to your organization, industry, location, customers, systems, and data.

22. Government and Regulated Use

Use of the Software by government entities, government contractors, regulated organizations, or other users subject to specialized procurement, security, data, licensing, or contractual requirements may require additional written terms.

General availability of a Software feature does not by itself represent certification or compliance with a particular regulatory framework, government standard, or industry requirement.

23. Changes to This Agreement

Hidden Point Studio may update this Agreement as products, laws, business models, or services evolve.

Material changes will apply as permitted by applicable law and any controlling commercial agreement. The current published version will identify its last-updated date.

24. Entire Agreement and Order of Precedence

This Agreement, together with applicable product-specific terms, order forms, subscription terms, early-access terms, and other agreements expressly incorporated by reference, constitutes the agreement governing the licensed Software.

If a signed agreement or order form expressly conflicts with this Agreement, the signed agreement or order form controls to the extent of that conflict.

25. Severability and Waiver

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law.

A failure to enforce a provision on one occasion does not waive the right to enforce that provision or another provision later.

26. Assignment

You may not assign or transfer this Agreement or your Software license without Hidden Point Studio’s prior written consent, except where such restriction is prohibited by law.

Hidden Point Studio may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, corporate restructuring, or transfer of the applicable product or business.

27. Contact

Questions regarding this Agreement, licensing, permitted use, or applicable product terms may be directed to:

Additional legal policies are available through the Hidden Point Studio Legal Center .