LICENSE

Rama main · réplica de lectura del repositorio original.

APEX Source Available License
Version 1.1, 24 September 2026

This license governs the APEX Software distributed with this file. It permits
source access and specified free uses, and requires a separately agreed
commercial license for other uses. It is a source-available license, not an
OSI-approved open-source license. All rights not granted by this license or
applicable law are reserved. Existing separately agreed rights remain governed
by their agreements.

1. Parties, acceptance and definitions

Licensor means the copyright holder, or the person or entity authorized by
that holder, that makes the Software available under this license. Each
Licensor grants only rights it has authority to grant. References to Qunevo
identify the APEX project publisher and do not substitute a trading name for
the legal contracting party in a commercial Order.

Licensee, you or your means the person or organization exercising the rights
granted by this license. Someone acting for an organization must have
authority to bind it. Production entitlements cover the named legal entity or
institution, not its personnel separately or its separately incorporated
affiliates. A branch is part of its legal entity. Individuals may exercise the
source collaboration rights in sections 2 and 5; this does not give them an
independent production or evaluation entitlement for an organization.

Software means the APEX source code, executable code and accompanying
materials made available by the Licensor with this license, except material
identified as separately licensed. Third-party components and materials retain
their own licenses; this license does not relicense them. Modified Software
means a copy or derivative containing protected portions of the Software.

Production Use means using the Software or its outputs to run, guide or
support actual business or institutional operations, including live pilots.
Internal Use means use solely for the licensed entity's own operations.
Manufacturing or selling its own goods remains Internal Use. Scheduling for
another legal entity, including an affiliate, is outside that scope unless
expressly covered by a Custom agreement.

Pricing Schedule means sections 13 and 14 of this license, which define
revenue, Group, Control, assessment dates, currency conversion, Custom
triggers and standard fees. It is part of this license. An accepted Order may
incorporate a separately agreed commercial schedule for that Order. Order
means a license order accepted by both parties identifying the licensed
entity, scope, payment basis, price, term or purchased version, and
incorporated document versions.

The Licensor offers the permissions below on these terms. Exercising an
offered permission after receiving these terms constitutes acceptance to the
extent effective under applicable law. Acts independently permitted by law do
not require acceptance. A paid entitlement requires a separate accepted Order;
downloading, evaluating, exceeding a revenue threshold or continuing
unauthorized use does not itself create an Order or an automatic charge.

2. Source access and modification

Subject to this license, the Licensor grants a worldwide, non-exclusive,
royalty-free right to obtain, inspect, copy and modify the publicly released
source, prepare patches, and maintain private source forks. These source
rights are available regardless of revenue. Compiling source is permitted, but
execution of the Software, including execution through tests, scripts, an API
or a modified build, requires an entitlement under section 3. Source access
and modification alone do not start the evaluation period.

For the duration and scope of an execution entitlement, you may install and
build the Software, maintain necessary copies and backups, execute it, and
make and use internal modifications and private forks. Internal modifications
do not have to be published or contributed. These rights cover all of the
licensed entity's own sites with no user, installation, site, operation,
planning-volume or run limit or related fee.

Modified Software remains subject to the restrictions applicable to the
included APEX code. Renaming, compiling, wrapping, embedding or modifying it
does not remove execution requirements or change revenue assessment. You
retain ownership of your original modifications; this license does not assign
them to the Licensor.

You must retain copyright, license and third-party notices. No trademark
rights or permission to imply endorsement are granted. Descriptive
identification of APEX and the required notices are permitted without
suggesting affiliation.

3. Execution entitlements

3.1 Free internal production use

A single legal entity may execute the Software for Internal Use, including
Production Use, without a license fee when its applicable annual revenue is no
more than EUR 2,000,000 and no Custom deployment trigger applies. The Pricing
Schedule's consolidated Group revenue and annual reassessment rules apply.
Exactly EUR 2,000,000 qualifies.

The entitlement begins with the first qualifying production use and continues
in successive twelve-month assessment periods while the entity qualifies.
Record eligibility at commencement and each annual assessment. Ordinary
revenue changes during a correctly established period do not change the
entitlement mid-period. If the entity no longer qualifies at the next
assessment, further execution requires another applicable entitlement. No paid
conversion occurs automatically.

3.2 Free research and teaching

Schools, universities and non-profit research institutions, and scientists,
students, researchers and other people acting on their behalf, may execute the
Software for non-commercial academic research, classroom teaching, coursework
and associated demonstrations. This entitlement has no revenue threshold and
no evaluation time limit while the activity qualifies.

It does not cover commercial R&D, commissioned operational planning, a paid
scheduling service, or the institution's own operational administration or
production. Commercially funded work qualifies only when it remains
non-commercial academic research and does not deliver operational scheduling
or a service to the sponsor. This section defines the research and teaching
exemption in full.

3.3 Free evaluation

Every legal entity or institution may execute the Software solely for
non-operational evaluation for 90 consecutive calendar days, beginning with
its first execution for evaluation. This includes organizations whose intended
production use would require Custom. The entity must retain its evaluation
start date.

Evaluation includes sandbox trials, retrospective comparisons and isolated
shadow tests whose outputs are not acted on. It must not control or influence
live operations, replace a production system or provide a scheduling service
to third parties. A pilot affecting actual operations requires a production
entitlement from the start.

New installations, versions, accounts, evaluators or forks do not restart the
entity's evaluation period. At the end, further execution requires an
independently applicable Free entitlement or an accepted paid Order.
Evaluation creates no automatic charge. Source collaboration and retention
after evaluation are governed by sections 2, 5 and 8; they do not extend
execution rights.

3.4 Paid internal use

A paid internal-use Order grants one of the following entitlements for the
named entity and agreed scope:

- Subscription: twelve months, paid annually in advance, including execution
  and access to versions published by the Licensor during the entitlement
  period. The Order records start and end dates. Renewal requires another
  agreement under section 7.
- Perpetual: indefinite Internal Use of the specific purchased version and its
  internal modifications and private forks, for the individually agreed
  one-time fee. The Order identifies the version by release identifier and an
  immutable commit or artifact digest. Future Licensor versions and upgrades
  are separate.

The Pricing Schedule supplies the selected subscription fees and perpetual
starting price. The Order fixes the actual price and payment arrangements.
Individually agreed payment arrangements determine when a paid entitlement
begins; downloading a version is not evidence of purchase.

No later revenue true-up for perpetual use. Once purchased, later revenue
growth, including crossing EUR 10,000,000 or EUR 50,000,000, does not cause
reassessment charges, additional license fees, a compulsory tier change or a
new Custom agreement for the agreed use of that version. There is no annual
renewal or recurring license fee. Additional legal entities and new types of
use outside the purchased scope require a separate agreement. The transfer and
ownership provisions in section 10 preserve this protection.

3.5 Custom use

An express Custom agreement is required before ordinary production use at
applicable revenue of EUR 50,000,000 or more, or before group-wide or other
multi-entity operational use, SaaS, OEM or White Label use, regardless of
revenue. These terms have the meanings in the Pricing Schedule. An agreement
must identify the covered entities and grant the relevant service, hosting,
embedding, distribution or branding rights expressly; paying for an ordinary
internal-use tier does not grant them.

Qualifying research and teaching and non-operational evaluation remain
available under sections 3.2 and 3.3. Existing perpetual use remains protected
by section 3.4. The limited source collaboration permission in section 5 is
not itself a Custom trigger; it grants no production service or
product-distribution rights.

4. Personnel, contractors and infrastructure hosting

Personnel and contractors may access and operate the Software solely on the
Licensee's behalf within its entitlement. The Licensee must ensure their
compliance and remains responsible to the extent provided by applicable law.
They receive no right to use that entitlement for their own operations or
other customers. Copies supplied for this work must carry the required license
and attribution notices.

Internal self-hosting may use infrastructure supplied by a provider acting
solely for the Licensee. Administration, implementation and infrastructure
hosting for that deployment do not grant the provider a right to market or
offer APEX functionality as its own scheduling service. A service delivering
scheduling to other entities requires the relevant Custom rights.

5. Public source forks, patches and contributions

You may redistribute the Licensor's publicly released source and your
authorized source modifications, without a charge for access, in a public
source repository or as source patches for inspection and collaboration. You
must:

1. Include this complete license, including its Pricing Schedule, and required
   notices with the source, keeping the applicable version identifiable and
   available to recipients.
2. Mark your changes and identify the upstream release or revision, without
   presenting your fork as an official Qunevo release.
3. State clearly that execution requires an entitlement under section 3 and
   that each recipient must establish its own eligibility. A public fork
   grants no additional free execution rights.
4. Have authority to publish all included modifications and material. Do not
   publish confidential information, personal data, credentials or material
   whose terms conflict with this permission.
5. Grant recipients rights in your included modifications sufficient to
   exercise this same source collaboration permission and their applicable
   execution entitlement. You may not relicense the included APEX code under
   more permissive terms.

Recipients obtain rights in the original APEX code directly from the Licensor
under this license; you do not sublicense that code or sell commercial APEX
entitlements. This permission covers source collaboration only. It does not
authorize redistribution of executable releases, container images or
installers, sale or embedding as a third-party product, White Label
distribution, or offering an executable hosted service. Those activities
require an express Custom grant, except for copies supplied under section 4 or
rights that cannot lawfully be restricted. Ordinary source-repository
infrastructure is not itself an executable scheduling service.

Publishing a fork does not transfer ownership of your changes or automatically
give the Licensor unrestricted commercial sublicensing rights in them.
Upstream incorporation requires a separately accepted contributor agreement
covering the necessary source and commercial licensing rights. Internal
changes need no such agreement. The Licensor is not obliged to accept
contributions. Posting an issue, patch or pull request does not itself
constitute acceptance of a separate contributor agreement.

6. Scope, third-party rights and outputs

Rights not expressly granted are reserved, subject to applicable law. There is
no right to resell entitlements or to permit another entity to use your
production entitlement. No contractual restriction limits rights that cannot
lawfully be excluded, including applicable rights concerning backups,
observation, testing, interoperability or exhaustion. Third-party licenses
govern their own components independently.

To the extent the Licensor controls patent claims necessarily infringed by the
unmodified Software, it grants a non-exclusive, royalty-free patent license
for acts permitted by this license, for the duration of those permissions.
This does not cover claims infringed only by your additions or by combinations
not supplied as part of the Software, or grant rights under third-party
patents.

You retain your rights in input data and scheduling outputs. The Licensor
claims no ownership of those materials through this license. Ordinary
scheduling outputs do not become licensed Software merely because APEX
produced them; any reproduced Software code retains its own terms. Generating
outputs and using them must fall within the relevant entitlement, and section
8 governs outputs already lawfully generated when an entitlement ends.

7. Duration and renewal

Source collaboration permissions continue while this license is complied with,
subject to section 9. Execution continues only for the relevant entitlement
under section 3. The Licensor has no ordinary right to revoke a compliant
perpetual entitlement or a compliant entitlement during its agreed term.

A subscription expires at its stated end date without a cancellation notice.
There is no automatic renewal. A further twelve-month term requires an
accepted renewal Order recording the then-applicable tier, price and document
versions. Continued possession or unauthorized execution creates no automatic
renewal. A proposed renewal price does not amend the current term.

Ordinary cancellation during the fixed subscription term is not provided for.
Rights to terminate for cause, withdraw or reduce payment remain available
under applicable law. Defect remedies and damages are subject to section 11,
including its mandatory exceptions. A perpetual entitlement has no ordinary
term expiry; it is subject only to the agreed scope, section 9 and applicable
law.

8. Rights after execution ends

At expiry or termination of an execution entitlement, cease execution under
that entitlement, including automated jobs, APIs, tests and use through
contractors. Another independently valid entitlement may permit further
execution within its own scope. No general production transition period is
included; an extension requires express agreement.

The expiry of an evaluation or subscription does not itself end compliant
source collaboration permissions under sections 2 and 5. Source and
modifications may be retained, inspected, edited and redistributed within
those permissions, but retaining or compiling them does not authorize
execution. You may retain inactive binary copies and backups for evidence,
archival or legal-retention purposes without executing or externally
distributing them.

You may retain, export and use your data and outputs lawfully generated while
a production entitlement was valid, including implementing an already
generated production plan. New or revised calculations after expiry require a
valid execution entitlement. Evaluation outputs remain subject to the
restriction against use for actual operations, including after evaluation
ends, unless an applicable production entitlement covers that use. Data
extraction requiring execution after expiry needs an agreed extension or an
independent legal right; export required data before expiry where possible.

An independently purchased perpetual entitlement remains usable within its
agreed scope after an unrelated subscription expires. Expiry or termination
does not transfer ownership of your modifications or data to the Licensor.
Confidentiality, accrued payment obligations, notices, retained-copy
restrictions and provisions intended to apply after expiry continue as
applicable.

9. Breach and termination for cause

A party alleging a remediable material breach must give notice describing it
and a reasonable opportunity to remedy it, normally at least 30 calendar days
from receipt. Termination for cause remains subject to applicable legal
requirements; a shorter period or immediate termination is available only
where justified under applicable law. A correction period does not authorize
use beyond an existing entitlement or after its normal expiry.

Termination must identify the affected agreement and rights. A breach does not
automatically terminate unrelated versions or separately purchased
entitlements. Reinstatement after an effective termination requires agreement
or an applicable legal right. Rights independently available under mandatory
law remain unaffected.

An incorrect eligibility declaration must be corrected without undue delay
after discovery. Ordinary later revenue growth is not an incorrect
declaration. The parties must establish the correct original assessment and an
appropriate prospective entitlement; this clause does not create a contractual
penalty, automatic invoice, unilateral retroactive Order or usage-based fee.
Any claim concerning earlier unauthorized use is governed by applicable law.
Correctly purchased perpetual use remains protected against later
revenue-growth charges.

The Licensee may terminate for a material breach by the Licensor subject to
the same applicable notice and remedy requirements. Refund, damages and other
remedies remain available as provided by applicable law and section 11. On
effective termination, section 8 applies to affected execution rights; if
source collaboration rights are also validly terminated, active copying,
modification and redistribution under those rights must cease as well, subject
to lawful retention and mandatory rights.

10. Transfers and changes of control

Except for permitted source redistribution and mandatory rights, transferring
an entitlement to a different legal entity requires the Licensor's prior
agreement in text form. Such agreement must identify the successor and prevent
concurrent use by an unlicensed predecessor. Mandatory transfer, succession
and exhaustion rules are not excluded by this clause.

A change in ownership of the same licensed legal entity does not by itself
transfer its entitlement, add affiliates to its scope or terminate it. For
Free production use and subscriptions, a change of Group is reflected at the
next annual assessment, using the Pricing Schedule. Expansion to other
entities or a new type of use requires an appropriate agreement before
expansion.

For a valid perpetual entitlement, a change of control of the same licensed
entity, or later growth in its or its Group's revenue, does not by itself
impose an additional fee or compulsory tier change for the purchased scope. A
merger into another entity or transfer of the Software entitlement is
addressed under the transfer rule and mandatory law. The Licensee must notify
the Licensor of a relevant ownership or entity change without undue delay;
this creates no continuous revenue-reporting obligation.

11. Releases, operation, defects and liability

11.1 Agreed functionality and absence of additional promises

The agreed description of the covered release determines its contractual
functionality. The Licensor gives no additional guarantee of uninterrupted or
entirely error-free operation, compatibility with an undisclosed environment,
a globally optimal schedule, production throughput, cost savings or any other
particular business outcome, unless expressly agreed. This does not override
agreed functionality or requirements imposed by applicable law.

Source access, examples, benchmarks, demonstrations and the ability to modify
the Software do not constitute a quality guarantee or a promise to develop,
maintain, repair or support the Licensee's own changes. Distinguish the legacy
v2 implementation, the runnable Rust implementation and proposed architecture
or draft data models; design proposals are not promised release capabilities.

The license includes no individual maintenance, support, response times,
service level, hosting, integration, customization or future feature
commitment. Such services require a separate agreement. AI model and provider
charges are separate. The absence of purchased support does not by itself
remove an otherwise applicable defect remedy.

11.2 Self-hosting, inputs and modifications

For a self-hosted deployment, the Licensee is responsible for its
infrastructure, access control, configuration, backups and recovery
procedures; the accuracy and completeness of its inputs and planning rules;
and testing its deployment and changes before operational use. It must apply
safeguards proportionate to its operations, including schedule validation,
risk-appropriate supervision and fallback procedures before outputs influence
live operations. The Licensor does not operate or supervise that deployment
merely by granting a license.

The Licensor is not responsible for a defect or loss to the extent caused by
the Licensee's or an independent third party's changes, unsuitable
configuration, inaccurate inputs, use outside the agreed scope, or systems and
services outside the Licensor's contractual responsibility. This allocation
does not exclude responsibility for an original Software defect, or for an
integration, configuration or modification for which the Licensor is
responsible under an agreement.

Making changes does not automatically void claims for unrelated defects. A
party relying on a customer-side cause remains subject to the applicable rules
on causation and burden of proof. Any failure to maintain reasonable backups
or mitigate loss is assessed under the applicable rules on contributory fault;
it does not automatically eliminate all liability. Section 11.4 prevails.

11.3 Defects and warranties for free and paid permissions

For gratuitous source access, Free use, research and teaching, and evaluation,
the Software is provided "AS IS" and "AS AVAILABLE". No additional express or
implied warranty is given as to quality, merchantability, fitness for a
particular purpose or non-infringement. Claims for defects are excluded to the
extent such claims may validly be excluded for the relevant gratuitous grant,
subject to sections 11.4 and 11.5 and any rights that cannot lawfully be
waived. No contractual duty to supply corrections, updates, maintenance or
support is assumed merely by providing that free grant.

This gratuitous-use exclusion does not apply to rights or services supplied
for consideration under a paid agreement, even if a component is also
obtainable for free. Statutory protections or reduced liability applicable to
genuinely gratuitous grants remain available to the Licensor; this license
does not extend them to a transaction that is legally paid or otherwise
outside their scope.

For a paid subscription or perpetual entitlement, the agreed functionality and
applicable statutory defect remedies govern. No additional guarantee is given
beyond the agreement. The Licensee must give reasonably available information
about a reported defect and a reasonable opportunity for the Licensor to
investigate and provide any required remedy. This does not impose a
contractual forfeiture period or require disclosure of unrelated confidential
data.

Where applicable law permits the Licensor to choose the form of cure, it may
correct the Software or provide an equivalent replacement. A workaround
qualifies only if it restores the agreed functionality without an unreasonable
burden on the Licensee. Statutory rights to price reduction, withdrawal,
termination or other relief where cure fails, is refused, is unreasonable or
is not legally required before relief remain available. Damages are governed
by sections 11.4 to 11.7.

Source access does not require the Licensee to repair a defect at its own
expense instead of exercising a valid claim against the Licensor. Source
inspection, execution or payment alone does not waive claims for undisclosed
defects or constitute a separate acceptance of defective performance. No
statutory limitation period is shortened by this license.

11.4 Exceptions that take precedence

No exclusion, allocation of responsibility or limitation in this license
excludes or limits liability or remedies arising under applicable law:

- for intent, gross negligence, fraud or fraudulent concealment of a defect;
- for death or injury to body or health;
- under an expressly assumed guarantee, to the extent covered by that
  guarantee;
- under mandatory product-liability law, including the German Product
  Liability Act where applicable; or
- under other mandatory law, including consumer protections and other rights
  that cannot lawfully be excluded or limited.

These exceptions apply to the Licensor's legal representatives and persons
whose conduct is attributed to it as well as to the Licensor itself. They
preserve liability where it exists; they do not create a cause of action or
guarantee that would not otherwise exist.

11.5 Limits on liability for ordinary negligence

Subject to section 11.4, the Licensor is liable for ordinary negligence only
for breach of a material contractual obligation. A material contractual
obligation is one whose performance is necessary for proper performance of the
agreement and on whose performance the Licensee may ordinarily rely.

For an ordinarily negligent breach of such an obligation, liability is limited
to the loss foreseeable at formation of the relevant agreement and typical of
that agreement. Liability for other ordinarily negligent breaches is excluded.
These rules do not impose liability where applicable law provides none or
broaden statutory liability for gratuitous grants.

Claims for lost profit, business interruption, production loss, wasted
material, loss of data or other consequential loss are subject to this same
test. They are not categorically excluded where they arise from a material
obligation and are foreseeable and typical, or where section 11.4 applies. No
zero-fee or license-fee-only damages cap is imposed by this license.

11.6 Initial defects under German rental law

If a paid software-use agreement with a business or institutional customer is
governed by German law and classified as a rental agreement, the Licensor's
no-fault liability in damages for defects already present when the agreement
was made under section 536a(1), first alternative, of the German Civil Code is
excluded. Section 11.4 takes precedence.

This exclusion does not remove an obligation to remedy defects, a statutory
rent-reduction right, liability based on fault or delay in remedying a defect,
or other remedies not covered by that specific exclusion. It does not apply to
consumer agreements or by analogy to agreements governed by other law.

11.7 Scope of these provisions

Sections 11.4 and 11.5 apply to damages and reimbursement of wasted
expenditure, whether claimed in contract, tort or on another legal basis, and
also benefit the Licensor's legal representatives, employees and persons
performing its obligations to the extent legally permissible. They do not
extinguish independently available performance, cure, reduction, withdrawal or
termination rights.

Separate paid hosting, support, integration or development services are
governed by their own agreement. The free-use disclaimer in section 11.3 does
not apply to those paid services. Any valid individually agreed guarantee or
liability provision takes precedence within its stated scope. Existing
agreements are not amended merely by publication of this license version.

12. Document versions and precedence

For a paid Order, individually agreed provisions prevail, followed by the
accepted Order or Custom agreement, this license and any additional commercial
terms expressly incorporated in that Order. An Order must identify any express
departure from this license. Free source and execution permissions are fully
governed by this license, including sections 13 and 14. Other repository
documents, contract templates and website terms are not incorporated by
reference and do not impose additional conditions on those free permissions.

Later repository, website or price-list edits do not amend existing
entitlements or remove rights in already covered versions. A future version
may be offered under different terms, requiring acceptance for that version.
Revenue reassessment uses the rules incorporated into the relevant
entitlement, not a silently substituted schedule. No passage of time
automatically converts this license into an open-source license.

This license does not select a governing law or exclusive court. Applicable
law and jurisdiction are determined by the relevant legal rules, including
conflict-of-laws rules. A separately accepted commercial agreement may make
its own valid choice. Mandatory legal protections remain unaffected.

Contractual notices must identify the sender and be capable of retention and
unchanged reproduction. Notices may be sent to the contact designated in the
relevant Order, or otherwise to the recipient's publicly designated legal or
business contact, subject to applicable requirements for effective notice.
This does not require a free user to register an account or provide contact
details before exercising an otherwise valid permission. A notice or cure
period in section 9 begins on effective receipt under applicable law.
Individually agreed arrangements retain their precedence under applicable law.
If a provision is ineffective, applicable law determines the consequences; no
replacement restriction or fee is automatically inserted.

13. Revenue assessment and entity scope

13.1 Revenue and assessment date

Revenue is total worldwide revenue from ordinary activities recognized in the
applicable annual accounts under consistently applied accounting standards,
after discounts, returns and sales taxes or VAT. It means turnover, not
profit, enterprise value, funding raised or only revenue attributable to APEX.

Assess eligibility before first production use and at each subsequent annual
assessment for Free production use or an agreed subscription term. Use the
most recent completed fiscal year as of that date, not a rolling twelve-month
period or forecast where a completed year exists. If final accounts are
unavailable, use documented provisional figures for that year and correct the
assessment when final figures become available. Incorrect original
declarations are addressed under section 9.

If no fiscal year has been completed, use a documented good-faith estimate for
the first fiscal year. Reassess using the latest completed fiscal year at the
next applicable annual assessment. Ordinary later revenue changes do not
change an accurately established Free entitlement or subscription tier during
its twelve-month assessment period.

Perpetual pricing and eligibility are assessed at purchase. A valid perpetual
entitlement has no later revenue reassessment, surcharge or compulsory tier
change for its agreed scope, including when revenue crosses a Custom
threshold.

13.2 Groups

Control means direct or indirect ownership of more than 50 percent of voting
rights, or the power to direct an entity's management. A Group consists of the
ultimate controlling parent and all entities it controls, including the
Licensee. Entities under common control are affiliates.

For a Group member, use the Group's worldwide consolidated revenue for its
latest completed fiscal year, eliminating intra-group revenue. Where
consolidated accounts are not prepared, use an equivalent aggregation for that
period with intra-group revenue eliminated. A small subsidiary cannot use only
its own revenue to determine eligibility.

If members have different reporting years, use documented accounting records
covering the same group fiscal period. Any necessary alternative estimation
method must be agreed with the Licensor before relying on a tier. A change of
Group of the same licensed entity is reflected at the next annual assessment
for Free production use and subscriptions. Section 10 governs changes of
control and transfers and preserves the protection for valid perpetual
entitlements.

Revenue measurement does not enlarge license scope. Free, Business and
Business Plus each cover one entity and all its own sites. Shared access,
planning or operation for more than one entity requires Custom regardless of
revenue. A single Group member may use a standard tier when consolidated
revenue qualifies and no other Custom trigger applies.

13.3 Currency conversion

If the applicable accounts report in EUR, use that amount. Otherwise convert
the fiscal-year revenue using the arithmetic mean of daily rates into EUR for
the same completed fiscal year:

1. Use the European Central Bank reference-rate series for days in that fiscal
   year on which a reporting-currency-per-EUR rate is published.
2. Divide 1 by each daily reporting-currency-per-EUR rate to obtain EUR per
   unit of reporting currency.
3. Take the arithmetic mean of those daily inverse rates and multiply by the
   fiscal-year revenue. Round only the resulting EUR revenue to cents before
   comparison with the thresholds.

For Group accounts, convert the consolidated reporting-currency total, without
converting subsidiaries a second time. For a first-year estimate, use the same
method for the twelve months preceding assessment until a completed fiscal
year is available. Do not select a single favorable day or use today's spot
rate.

If the ECB does not publish the currency, or the series is unavailable, agree
and document an alternative public central-bank series and equivalent
averaging method with the Licensor before relying on a tier. These rates
determine eligibility, not invoice exchange rates.

13.4 Eligibility records

Keep a reasonable record of the assessment date, fiscal year, revenue figure,
Group perimeter and conversion method. The Licensor may request a declaration
and proportionate supporting evidence for an applicable assessment. This does
not create continuous revenue reporting, usage metering, remote inspection
rights or access to production data. Redacted records may be supplied where
reasonably sufficient.

The Licensor must treat non-public eligibility information as confidential,
use it only for license administration, eligibility verification or legal
claims, restrict access to people and advisers who need it, and disclose it
only with permission or where legally required. Personal-data processing
remains subject to applicable law. Purchased perpetual use is not subject to
later annual revenue reporting.

14. Commercial schedule and Custom uses

14.1 Standard tiers

The following bands apply to ordinary Internal Use at the applicable
assessment:

- Free: revenue up to and including EUR 2,000,000; no license fee.
- Business: revenue above EUR 2,000,000 and below EUR 10,000,000; EUR 2,148
  per twelve-month subscription term, equivalent to EUR 179 per month.
- Business Plus: revenue at least EUR 10,000,000 and below EUR 50,000,000; EUR
  4,308 per twelve-month subscription term, equivalent to EUR 359 per month.
- Custom: revenue at least EUR 50,000,000, or a Custom deployment under
  section 14.3; individual quotation.

Exactly EUR 2,000,000 qualifies for Free; exactly EUR 10,000,000 falls into
Business Plus; exactly EUR 50,000,000 requires Custom. The research and
teaching and evaluation permissions in sections 3.2 and 3.3 apply
independently of these revenue bands and do not authorize operational services
outside their scope.

Standard subscriptions are paid annually in advance, plus applicable taxes.
Monthly amounts are comparison figures only; they do not create monthly
billing or cancellation rights. A Custom subscription is also twelve months,
paid annually in advance, unless expressly agreed otherwise.

A paid entitlement requires an Order accepted by both parties in text form,
identifying their legal names, the covered entity or entities, scope,
entitlement type, start date, subscription end date or purchased version,
price, taxes, payment arrangements and incorporated document versions. The
price schedule alone is not an accepted Order. The full annual subscription
fee is due before the term starts unless expressly agreed otherwise. These
prices create no automatic payment obligation or paid conversion.

14.2 Perpetual alternative

Perpetual licenses are individually quoted from EUR 8,000 once, plus
applicable taxes, based on company size and deployment scope at purchase.
Larger companies and broader deployments are quoted higher. No fixed Business
Plus perpetual price, future upgrade price or upgrade credit is included.

The accepted Order fixes the exact one-time price, covered entities and use,
purchased version identified by release and immutable commit or artifact
digest, entitlement start and payment arrangements. Source access, internal
modifications and private forks of that version are included. There is no
annual renewal or recurring fee and no additional license charge for later
revenue growth within the agreed scope. Future Licensor versions, upgrades and
separately agreed services are not included.

14.3 Uses requiring Custom

The following require express Custom rights regardless of revenue or whether a
fee is charged to the third party:

- Group-wide or other multi-entity operational use, including shared
  scheduling centers serving separately incorporated affiliates.
- SaaS: giving third parties access to APEX functionality through hosting, a
  managed service or an API, including running APEX to perform their
  scheduling.
- OEM: distributing or embedding APEX or Modified Software in a third-party
  product, appliance or solution.
- White Label: making APEX or Modified Software available to third parties
  under another brand.

The source collaboration permission in section 5 and contractor access in
section 4 are expressly permitted exceptions within their stated scope. They
do not grant executable product distribution or an independent right to
provide scheduling services. Selling the Licensee's own manufactured goods
does not by itself constitute SaaS or OEM use. Separately purchased
infrastructure hosting for its own deployment does not authorize offering APEX
functionality to others.

The parties must expressly agree the additional entities and distribution,
hosting, embedding, service or branding rights in a Custom Order. No such
rights arise merely because the Licensee pays for an ordinary internal-use
subscription or perpetual license.

14.4 Included scope and separate costs

Standard internal-use entitlements cover all of the named entity's own sites,
without user, installation, site, operation, planning-volume or run limits or
related charges. The commercial tiers do not introduce usage metering.

Integration, hosting, customization, support, maintenance commitments and
service levels are included only if separately agreed. This license does not
promise these services; defect remedies and liability are governed by section
11. AI model and provider charges are separate from the APEX license.