This SysIDE Subscription License Agreement (the “Agreement”) is between Sensmetry UAB, a limited liability company established and operating under the laws of the Republic of Lithuania, company number 305079257, having the registered address at J. Jasinskio st. 16A, 03163 Vilnius, Lithuania, company’s data is collected and stored in the Register of Legal Entities of Lithuania (“Licensor”), and you (“Licensee” or “you”). 

This Agreement governs your use of the SysIDE software, documentation, and any updates or upgrades provided by the Licensor (collectively, the “Licensed Software”). By installing, accessing, or using the Licensed Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, access, or use the Software. 

1. DEFINITIONS 

1.1 Authorised User. Any employee, contractor, or agent of Licensee who is authorised by Licensee to access and use the Licensed Software. 

1.2 Business Day. A day other than a Saturday, a Sunday, or any public holiday in the Republic of Lithuania. 

1.3 Confidential Information. Any non-public information, technical data, or know-how disclosed by one party (“Discloser”) to the other party (“Recipient”), including but not limited to information relating to the Licensed Software, its source code, business plans, financial projections, customer lists, business forecasts, patents, patent applications, research, inventions, processes, designs, drawings, engineering, or marketing. 

1.4 Documentation. The user manuals, technical manuals, and any other materials provided by the Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Licensed Software. 

1.5 Intellectual Property Rights. All intellectual property rights, titles, and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, and similar rights of any type, including any applications, continuations or other registrations concerning any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority. 

1.6 Laws. All laws, statutes, ordinances, regulations, rules, codes, constitutions, treaties, common law, governmental orders, and other regulations or requirements of law of any governmental authority. 

1.7 Licensed Applications. The software applications developed by the Licensee using the Licensed Software. 

1.8 Merchant of Record. A legal entity that serves as the seller of record in a transaction, responsible for processing payments, remitting taxes, and ensuring compliance with relevant financial regulations on behalf of Licensor. 

1.9 Models. Any content created or modified by Licensee using the Licensed Software, including but not limited to system descriptions, specifications, requirements, behaviours, analyses, parametric constraints, metamodels, model libraries, digital engineering artifacts, and any derivatives thereof in the KerML language or the SysML v2 language formats, or exported to other formats. 

1.10 Paddle. Paddle.com Market Limited, Licensor’s authorised payment processor, who acts as the Merchant of Record and handles all Subscription payments. Paddle’s Terms and Conditions apply to this Agreement. For businesses, see https://www.paddle.com/legal/invoiced-business-terms; for individuals, see https://www.paddle.com/legal/invoiced-consumer-terms. 

1.11 Permits. All permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances, and similar rights obtained or required to be obtained from any governmental authority. 

1.12 Subscription. The right to access and use the Licensed Software for the Subscription Term, according to the Subscription Tier selected by Licensee. 

1.13 Subscription Term. The period for which Licensee has purchased a Subscription to use the Licensed Software, including any renewal periods. 

1.14 Subscription Tier. The level of Subscription purchased by Licensee, which determines the features, functionality, and number of Authorised Users permitted to use the Licensed Software. 

1.15 Trial License. The optional 30-day trial licence provided in Section 3.7, which Licensee may elect to take to decide whether to enter into the Subscription. 

1.16 Unlicensed Application. Any computer program other than a Licensed Application. 

2. LICENSE GRANT AND RESTRICTIONS 

2.1 License Grant. Subject to the terms and conditions of this Agreement and Licensee’s payment of the applicable Subscription Fees, Licensor hereby grants to Licensee, a non-exclusive, non-transferable, non-sublicensable, revocable, limited license (the “License”) during the Subscription Term to: 

2.1.1 install and use the Licensed Software for Licensee’s internal business purposes only, in accordance with the Documentation and the Subscription Tier purchased by Licensee; 

2.1.2 allow Authorised Users to use the Licensed Software, provided that the number of Authorised Users does not exceed the number permitted under the applicable Subscription Tier; 

2.1.3 make a reasonable number of copies of the Licensed Software solely for backup or archival purposes; and 

2.1.4 make a reasonable number of copies of the Documentation for Licensee’s internal use in connection with Licensee’s use of the Licensed Software. 

Provided that, if Licensee initially just takes the Trial License, the license shall, until the full Subscription is taken, be limited to the rights in Section 2.1.1 above for internal, non-commercial use for evaluation purposes only. 

2.2 License Restrictions. Unless expressly permitted under the License granted in this Agreement, Licensee shall not, and shall not permit any Authorised User or third party to: 

2.2.1 sell, distribute, transmit, rent, sublicense, lease, loan, transfer, or otherwise provide access to or use of the Licensed Software to any third party or unauthorised user; 

2.2.2 modify, translate, adapt, or create derivative works based on the Licensed Software or Documentation; 

2.2.3 reverse engineer, disassemble, or decompile the Licensed Software or otherwise attempt to determine their underlying source code, or the underlying ideas, algorithms, structure, or organization, except to the extent that such activity is expressly permitted by applicable law; 

2.2.4 alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices or License files on or in copies of a Licensed Software or Documentation, including copies made for backup or archival purposes; 

2.2.5 share access credentials or otherwise allow unauthorised users to access the Licensed Software; 

2.2.6 provide access (directly or indirectly) to any Unlicensed Application via a web, network, or programming interface; 

2.2.7 exceed the number of concurrent users or instances allowed under the applicable Subscription Tier; 

2.2.8 share a single user license among multiple users or create pooled license arrangements not expressly permitted by the Documentation or applicable Subscription Tier. 

2.2.9 attempt to circumvent or disable any technical limitations or security mechanisms in the Licensed Software; 

2.2.10 use Licensed Software except as part of Licensed Applications as described in this Agreement; 

2.2.11 use the Licensed Software in any manner that violates any applicable law, regulation, or third-party right; 

2.2.12 resell the Licensed Software or use the Licensed Software to develop a competing product or service; 

2.2.13 brand Licensed Applications with third-party marks without the third party owner’s licence or permission; 

2.2.14 change Licensed Application names or use Licensed Software as part of releases with materially different functionality without the Licensor’s prior written approval;  

2.2.15 access, enable access to, modify, translate, use, or otherwise make available temporary intermediate files produced by a Licensed Software; 

2.2.16 use the Licensed Software in any manner that violates applicable export control regulations, including but not limited to ITAR or EAR requirements; or 

2.2.17 use automated tools or scripts to extract, mine, or gather data from the Licensed Software beyond its intended usage patterns. 

2.3 Compliance Verification. Upon reasonable request, Licensee shall certify its compliance with this Agreement, including the number of Authorised Users. If non-compliance is discovered, Licensee shall promptly remedy such non-compliance and pay for any excess usage. 

2.4 Reservation of Rights. All rights not expressly granted to Licensee in this Agreement are reserved by Licensor. Licensor reserves the right to modify, suspend, or discontinue the Licensed Software at any time, with or without notice. Licensor may also impose limits on certain features and services or restrict Licensee’s access to parts or all of the Licensed Software without notice or liability. 

2.5 Third-Party Software. For any third-party software included with the Licensed Software (“Third-Party Software“), each version of the Licensed Software will be accompanied by a listing of all items of the Third-Party Software included in that version. Licensee’s use of Third-Party Software shall be governed by the respective third-party licence terms, if any, accompanying such Third-Party Software. Licensor shall not be liable for and gives no warranty regarding any Third-Party Software but shall endeavour to pass on the benefit of any warranty given by the third party licensor. 

3. SUBSCRIPTION, BILLING AND RENEWAL 

3.1 Subscription Tiers. Licensor offers various Subscription Tiers with different features, functionality, and pricing. The specific terms of each Subscription Tier are set forth on Licensor’s website or in a separate order form. 

3.2 Subscription Term. The initial Subscription Term begins on the date of purchase and continues for the period specified in the order form or during the purchase process. 

3.3 Automatic Renewal and Cancellation. Unless otherwise specified or if either party provides written notice of non-renewal at least thirty (30) days before the expiration of the current Subscription Term, Subscriptions automatically renew for an additional period equal to the expiring Subscription Term. Licensee expressly authorises Licensor, through Paddle, to charge the applicable Subscription Fees to Licensee’s designated payment method at the time of renewal. Licensee may cancel the Subscription at any time through Paddle’s customer portal or by following the cancellation instructions provided by Licensor.  

3.4 Subscription Fees. Licensee shall pay all Subscription Fees in accordance with the pricing and payment terms in effect at the time of purchase or renewal. Licensor may increase the Subscription Fees for any renewal Subscription Term by providing written notice to Licensee at least thirty (30) days prior to the end of the then-current Subscription Term. 

3.5 Payment. All payments will be processed through Paddle.com Market Limited (“Paddle“), who acts as the Merchant of Record for all transactions. Licensee agrees to comply with Paddle’s terms of service in connection with purchases of the Licensed Software. All payment obligations are non-cancelable, and all fees paid are non-refundable, except as expressly provided in this Agreement. If Paddle is unable to process a payment, Licensor may suspend or terminate Licensee’s access to the Licensed Software until payment is successfully processed. 

3.6 Taxes. The Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes“). Licensee is responsible for paying all Taxes associated with its purchases under this Agreement, excluding Taxes based on Licensor’s net income. Paddle may calculate, collect, and remit certain Taxes on behalf of Licensor as required by applicable law. 

3.7 Free Trial. Licensor offers a 30-day free trial of the Licensed Software (“Trial License”). To initiate a trial, Licensee must provide valid payment details through Paddle. No charges will be applied during the trial period. Unless Licensee cancels before the end of the trial period, Licensee’s Subscription will automatically begin at the end of the trial period, and Licensee will be charged the applicable Subscription Fee. During the initiated free trial, Licensee’s use of the Licensed Software is limited to internal, non-commercial use for evaluation purposes only. Licensor reserves the right on written notice to modify or terminate the trial offering at any time. 

4. DELIVERY, ACCEPTANCE AND USER RESPONSIBILITIES AND ACCEPTABLE USE 

4.1 Delivery. Licensor shall deliver the Licensed Software to Licensee via secure download from Licensor’s designated server or through other secure electronic means as specified by Licensor. 

4.2 Acceptance. The Licensed Software shall be deemed accepted by the Licensee upon delivery unless the Licensee notifies the Licensor in writing of any material non-conformity within thirty (30) days of delivery. If the Licensee provides notice of material non-conformity during this period, Licensor shall have thirty (30) days to correct such non-conformity, and Licensee shall provide reasonable cooperation to help identify and resolve the issue. Licensee’s continued use of the Licensed Software after the acceptance period shall constitute acceptance. 

4.3 Account Information and Security. Licensee is responsible for maintaining the confidentiality of access credentials and for all activities that occur under Licensee’s account. Licensee shall notify Licensor immediately of any unauthorised use of Licensee’s account or any other breach of security. 

4.4 Authorised Users. Licensee shall ensure that all Authorised Users comply with the terms and conditions of this Agreement. This includes limiting them to internal, non-commercial use for evaluation purposes in the case of the Trial License. Licensee is responsible for all actions and omissions of Authorised Users and any breach of this Agreement by an Authorised User shall be deemed a breach by Licensee. 

4.5 Acceptable Use. Licensee shall use the Licensed Software only for lawful purposes and in accordance with this Agreement. Licensee shall not use the Licensed Software: 

4.5.1 in any way that violates any applicable federal, state, local, or international law or regulation; 

4.5.2 to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; 

4.5.3 to impersonate or attempt to impersonate Licensor, a Licensor employee, another user, or any other person or entity; or 

4.5.4 to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Licensed Software, or which, as determined by Licensor, may harm Licensor or users of the Licensed Software or expose them to liability. 

4.6 System Requirements. Licensee is responsible for obtaining and maintaining all computer hardware, software, communications equipment, and network connections necessary to access and use the Licensed Software, and for paying all third-party fees and access charges incurred while using the Licensed Software. Licensee shall be responsible for implementing and maintaining proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other malicious code. 

5. OWNERSHIP AND INTELLECTUAL PROPERTY 

5.1 Ownership of Licensed Software. Licensor retains all right, title, and interest in and to the Licensed Software and Documentation, including all Intellectual Property Rights therein. The Licensed Software is licensed, not sold, to Licensee. Nothing in this Agreement constitutes a sale of the Licensed Software or Documentation or any portion thereof. 

5.2 Ownership of Models. Licensee retains all right, title, and interest in and to the Models created by Licensee using the Licensed Software, including all Intellectual Property Rights therein, subject to Licensor’s ownership of the Licensed Software. Models generated under the Trial License may only be used for internal evaluation and not commercially exploited or disclosed or licensed outside Licensee’s organisation. 

5.3 Feedback. If Licensee provides any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) to Licensor regarding the Licensed Software, Licensee hereby grants to Licensor a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, distribute, perform, display, and otherwise exploit such Feedback without restriction. If Licensor uses that Feedback to improve the Licensed Software, the Intellectual Property Rights in such improvements shall be owned by Licensor. Accordingly, Licensee hereby by way of future assignment assigns its rights in such improvements to Licensor free of all third party right, title and interest. 

5.4 Brand Names and Logos. SysIDE and other Licensor product names, logos, and slogans are proprietary to Licensor. Licensee shall not use Licensor’s product names, logos, or slogans without the prior written permission of Licensor, except as reasonably necessary to identify the Licensed Software in the normal course of use. 

6. CONFIDENTIALITY 

6.1 Confidentiality Obligations. Neither party (Recipient) shall use any Confidential Information disclosed by the other party (Discloser) for any purpose other than exercising its rights and fulfilling its obligations under this Agreement. Each party shall take all reasonable measures to protect the confidentiality and avoid disclosure or use of Confidential Information of the other party to prevent it from falling into the public domain or the possession of unauthorised persons. Upon the Discloser’s request, any materials containing Confidential Information shall be promptly returned to the Discloser party or destroyed, with written certification of such destruction if requested. 

6.2 Exceptions. The obligations in Section 6.1 will not apply to information that the Recipient can demonstrate in writing: (a) was in the Recipient’s possession at the time of disclosure, as shown by the Recipient’s records immediately prior to disclosure; (b) is or becomes generally available to the public through no fault of Recipient; (c) was known to Recipient prior to its disclosure by Discloser without breach of any obligation to Discloser; (d) is received from a third party without breach of any obligation to Discloser; or (e) was independently developed by Recipient without use of or reference to Discloser’s Confidential Information. 

6.3 Compelled Disclosure. If Recipient is compelled by law to disclose Confidential Information of Discloser, it shall: (a) provide Discloser with reasonable prior notice of such compelled disclosure (to the extent legally permitted); (b) provide reasonable assistance to Discloser, at Discloser’s cost, if Discloser wishes to contest or limit such disclosure; and (c) only disclose that portion of Confidential Information that it is legally required to disclose. 

7. SERVICE LEVELS AND TECHNICAL SUPPORT 

7.1 Service Levels. Licensor shall use commercially reasonable efforts to make the Licensed Software available 24 hours a day, 7 days a week, except for: (a) planned downtime (which Licensor shall schedule to the extent practicable during non-business hours); and (b) any unavailability caused by circumstances beyond Licensor’s reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks. 

7.2 Technical Support. During the Subscription Term, Licensor shall provide technical support services in accordance with the terms and conditions specified in the applicable Subscription Tier. Licensor may, at its discretion, modify the technical support services offered, provided that such modifications do not materially reduce the level of technical support available to Licensee during the then-current Subscription Term. Such support shall not be available under the Trial License. 

7.3 Updates and Upgrades. Licensor may provide updates or upgrades to the Licensed Software. Licensee shall promptly install any updates that address security or stability issues in the Licensed Software. Licensor may, at its sole discretion, require Licensee to install certain updates or upgrades as a condition of continued use of the Licensed Software. 

8. WARRANTIES AND DISCLAIMERS 

8.1 Limited Warranty. No warranties are given under the Trial License. Should Licensee take the Subscription, Licensor warrants that, during the Subscription Term, the Licensed Software will perform materially in accordance with the Documentation. Licensor does not warrant that the Licensed Software will be error-free or that the operation of the Licensed Software will be uninterrupted. This warranty shall not apply if Licensee is in breach of any of its obligations hereunder. 

8.2 Remedy for Breach of Warranty. Licensor’s sole obligation, and Licensee’s exclusive remedy, for any breach of the warranty set forth in Section 8.1 shall be for Licensor to use commercially reasonable efforts to correct the non-conforming Licensed Software at no additional charge to Licensee. If Licensor is unable to correct the non-conformity within a reasonable time, either party may terminate this Agreement, and Licensor will refund to Licensee a pro-rated portion of the prepaid Subscription Fees for the remaining unused portion of the Subscription Term. This remedy is contingent upon Licensee providing sufficient information to enable Licensor to reproduce and analyse the non-conformity. 

8.3 No Viruses. Licensor warrants that before delivering any version of the Licensed Software to Licensee, Licensor has used and will use commercially available anti-virus software to scan the Licensed Software to detect, and if so detected, eliminate any viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. 

8.4 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 8.1, 8.2, AND 8.3, THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. 

8.5 User-Generated Content. Licensor has no responsibility for the accuracy, quality, integrity, legality, reliability, or appropriateness of any Models or other content created by Licensee using the Licensed Software. 

9. LIMITATION OF LIABILITY 

9.1 Exclusion of Consequential and Related Damages. IN NO EVENT WILL THE LICENSOR HAVE ANY LIABILITY TO THE LICENSEE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW UNDER SECTION 9.4 BELOW. 

9.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR THE SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT LICENSEE’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. 

9.3 Essential Purpose. The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. 

9.4 Exclusions from Liability Cap. The limitations in this Section 9 do not apply to liability for death or personal injury caused by gross negligence, fraud or fraudulent misrepresentation, or any other liability which may not be limited or excluded by Law. 

9.5 Specific Exclusions. Licensor shall not be liable if: 

9.5.1 inability to use the Licensed Software is a result of maintenance, suspension, change, or removal of any part of the Licensed Software; 

9.5.2 there was unauthorised access to Licensed Software that led to alteration, deletion, destruction, damage, loss, or failure to store data; 

9.5.3 an event is caused by an Internet, Cloud, or Network access problem or related problems beyond the demarcation point of Service or Licensor’s control; or 

9.5.4 there was illegal or unlawful use of the Licensed Software by the Licensee or any third party. 

10. INFRINGEMENT AND INDEMNIFICATION 

10.1 Infringement. During the Subscription Term, if the Licensed Software becomes, or in Licensor’s opinion is likely to become, the subject of a claim that its use infringes any third party intellectual property rights, Licensee’s sole remedy shall be that Licensor shall, at its option and expense: (a) procure for Licensee the right to continue using the Licensed Software; (b) replace or modify the Licensed Software so that it becomes non-infringing while maintaining substantially equivalent functionality; or (c) terminate this Agreement and refund to Licensee a pro-rated portion of the prepaid Subscription Fees for the remaining unused portion of the Subscription Term. The foregoing obligations shall not apply to claims arising from: (i) modification of the Licensed Software by anyone other than Licensor; (ii) use of the Licensed Software in combination with other products, processes, or materials not provided or specified by Licensor, where the alleged infringement relates to such combination; (iii) Licensee’s continued use of the Licensed Software after being notified of the alleged infringement; or (iv) Licensee’s use of the Licensed Software in a manner not in accordance with this Agreement or the Documentation. 

10.2 Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim alleging that any Models or other content created by Licensee using the Licensed Software infringes any patent, copyright, trademark, or trade secret of such third party. 

10.3 Indemnification Procedure. The indemnifying party’s obligations under this Section 10 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) delivering to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding; and (c) giving the indemnifying party full conduct of the claim and providing to the indemnifying party all available information and reasonable assistance necessary to settle or defend the claim, at the indemnifying party’s expense. The indemnified party shall not make any admission, communication, or payment to, or compromise or settlement with, the third-party claimant without the indemnifying party’s prior written consent. 

10.4 Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure. Furthermore, invoking any indemnity hereunder shall not negate the indemnified party’s obligation to prove causation or mitigate its loss. 

10.5 Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy in connection with the indemnifiable proceedings described in this Section 10. Furthermore, the remedies in this Section 10 only apply if Licensee takes the Subscription and do not apply under the Trial License. 

11. TERM AND TERMINATION 

11.1 Term. This Agreement commences on the date Licensee first accepts it and continues until all Subscriptions have expired or been terminated. 

11.2 Termination for Cause. Each party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party if: 

11.2.1 the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 days after the injured party delivers notice to the breaching party reasonably detailing the breach; or 

11.2.2 the other party becomes insolvent or an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purposes of solvent amalgamation or reconstruction), or if an administrator, administrative receiver, receiver, liquidator or trustee in bankruptcy (or equivalent) is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt. 

11.3 Termination for Convenience. Licensee may terminate this Agreement at any time by cancelling its Subscription through Paddle’s customer portal or by contacting Licensor’s customer support. Upon such termination, Licensee will not be entitled to any refund of prepaid Subscription Fees, except as expressly provided in this Agreement. 

11.4 Return of Property. On Licensor’s request, Licensee shall promptly return to Licensor all Licensor’s information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in Licensee’s possession or direct or indirect control. 

11.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason: 

11.5.1 all licenses granted herein will immediately terminate; 

11.5.2 Licensee shall immediately cease all use, reproduction, and distribution of the Software and Documentation; 

11.5.3 if not already returned pursuant to Section 11.4, Licensee shall promptly return to Licensor all Licensor information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in Licensee’s possession or direct or indirect control. 

11.5.4 each party shall return or destroy all Confidential Information of the other party in its possession or control, if requested by the other party; 

11.5.5 any amounts owed by Licensee to Licensor under this Agreement shall become immediately due and payable; and 

11.5.6 in case of termination by Licensor for Licensee’s material breach under Section 11.2, no refunds of any prepaid Subscription Fees shall be issued. In case of termination by Licensee for Licensor’s material breach under Section 11.2, Licensor shall refund the pro-rated portion of any prepaid Subscription Fees for the remaining unused portion of the Subscription Term. Except as expressly provided in this Agreement, no refunds shall be provided for termination for convenience under Section 11.3. 

11.6 Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections 1 (Definitions); 3 (Subscription, Billing, and Renewal) as it relates to any outstanding payment obligations; 5 (Ownership and Intellectual Property); 6 (Confidentiality); 8.5 (Disclaimer of Warranties); 9 (Limitation of Liability); 10 (Indemnification); 11.5 (Effect of Termination);  12 (Compliance and Export Control); 13.5 (Notices); 13.7 (Severability); 13.9 (Governing Law); 13.10 (Dispute Resolution). 

12. COMPLIANCE AND EXPORT CONTROL 

12.1 Compliance with Laws. Each party shall comply with all Laws relevant to this Agreement. 

12.2 Export Control Compliance. Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this Agreement and all transactions contemplated under this Agreement. 

12.3 No Representation by Licensor. Licensor makes no representation that the Licensed Software is appropriate or available for use outside of the United States or the European Union, and Licensee shall be solely liable for its licensing and use of the Licensed Software complying with the International Traffic in Arms Regulations (ITAR) and any other relevant export control or security Laws. 

12.4 Licensee Status. Licensee represents that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods on the United States Treasury Department’s List of Specially Designated Nationals or United States Commerce Department’s Table of Deny Orders. 

13. GENERAL 

13.1 Force Majeure. Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects, provided that the party so affected uses reasonable endeavours to minimize the impact of the circumstance in question. If such force majeure persists for more than 30 days, the other party may terminate this Agreement on 30 days written notice. The provisions of this Section 13.1 shall not apply to any failure to pay sums due under this Agreement. 

13.2 Publicity and References. The parties agree to the following terms regarding public references and marketing: 

13.2.1 Licensor Marketing. Licensor may identify Licensee as a user of the Licensed Software in Licensor’s promotional materials, customer lists, press releases, and public statements only if Licensee has explicitly opted-in to such references during the registration process or through Paddle account settings. If Licensee opts-in, Licensor may use Licensee’s name and logo for such purposes, provided that such use complies with any brand guidelines provided by Licensee. Licensee may withdraw this permission at any time by updating their preferences in their account settings or by providing written notice to Licensor, after which Licensor shall cease new uses of Licensee’s name and logo within thirty (30) days. 

13.2.2 Licensee References. Licensee may publicly disclose that it uses the Licensed Software. Licensee may use Licensor’s name and the SysIDE name for this limited purpose, but shall not use Licensor’s logos or other brand elements without Licensor’s prior written permission. 

13.2.3 Case Studies. Licensor shall not publish detailed case studies or testimonials regarding Licensee’s use of the Licensed Software without Licensee’s prior written approval of the specific content. 

13.3 U.S. Government End Users. The Licensed Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Licensed Software and Documentation by the U.S. Government shall be governed solely by the terms of this Agreement. 

13.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party will have the authority to, and will not, act as an agent for or on behalf of the other party or represent or bind the other party in any manner. 

13.5 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the seventh Business Day after mailing; or (c) the first Business Day after sending by email. Notices to Licensor shall be sent to the address listed at the beginning of this Agreement or by email to legal@sensmetry.com. Notices to Licensee shall be sent to the email address provided by Licensee during the registration process. 

13.6 Waiver. No failure or neglect by either party to enforce any rights under this Agreement will be deemed to be a waiver of that party’s rights. A waiver or extension is only effective if it is in writing and signed by the party granting it. A party’s failure or neglect to enforce any of its rights under this Agreement will not be deemed to be a waiver of that or any other of its rights. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. 

13.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 

13.8 Assignment. Out of both parties, only the Licensor may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. The Licensor has the right to subcontract its obligations hereunder. Any attempted assignment in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. The Licensor has the right to subcontract its obligations hereunder. Any attempted assignment in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 

13.9 Governing Law. This Agreement shall be governed exclusively by the laws in force in England and Wales, excluding its conflict of law’s provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 

13.10 Dispute Resolution. Any dispute, controversy, or claim arising out of, or in connection with, this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the English courts provided that Licensor may apply for an injunction or other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction. 

13.11 Amendments to Agreement. Licensor reserves the right to modify this Agreement from time to time. Licensor will notify Licensee of any material changes by posting the new version on the Licensor’s website, sending Licensee an email, or by a notification within the Licensed Software at least thirty (30) days before the changes take effect. If Licensee does not agree to the modified terms, Licensee’s exclusive remedy is to terminate the Agreement and stop using the Licensed Software. Licensee’s continued use of the Licensed Software after the effective date of any changes constitutes Licensee’s acceptance of such changes. Non-material changes may be made without notice. 

13.12 Entire Agreement. This Agreement, including any exhibits and addenda hereto and any terms incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted, except as permitted under Section 13.11 (“Amendments to Agreement”). 

13.13 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. Electronic signatures shall be binding for all purposes. 

13.14 Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 

13.15 Legal Costs. If any party brings legal proceedings to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable legal costs and expenses incurred in connection with such proceedings and any appeal, such costs to be assessed on a solicitor and client basis if not agreed. 

13.16 Equitable Relief. Each Party acknowledges that their breach or threatened breach of their obligations under Section 6 (“Confidentiality”) may result in irreparable harm to the other Party that cannot be adequately relieved by monetary damages alone. Accordingly, the Parties hereby acknowledge their mutual intent that after any breach of the confidentiality obligations, the non-breaching Party may request any applicable equitable remedies from a court, including injunctive relief, without needing that Party to post any security. 

14. DATA PROTECTION AND PRIVACY 

14.1 Data Protection. To the extent Licensor processes any personal data on behalf of Licensee in connection with the Licensed Software, such processing shall be governed by Licensor’s Privacy Policy, which is incorporated herein by reference and available at Privacy Policy. 

14.2 Data Security. Licensor shall implement and maintain appropriate technical and organisational measures to protect Licensee’s data against unauthorised or unlawful processing, accidental loss, destruction, or damage. Licensor shall ensure that all personnel who have access to Licensee’s data are subject to appropriate confidentiality obligations. 

14.3 Usage Data and Analytics. Licensor does not collect usage data or analytics regarding Licensee’s use of the Licensed Software. Should Licensor wish to implement any usage data collection or analytics in the future, Licensor will: (a) provide clear notice to Licensee; (b) obtain Licensee’s explicit opt-in consent before collecting any such data; (c) only collect data in accordance with the scope of Licensee’s consent; and (d) provide Licensee with the ability to withdraw consent at any time. 

14.4 Data Protection Compliance. Licensor does not collect personal data, only the necessary information needed to provide the Licensed Software, as detailed in Licensor’s Privacy Policy. 

14.5 Data Minimisation. The Licensed Software is designed to process minimal personal data. Licensee is responsible for ensuring that its use of the Licensed Software complies with applicable data protection laws. 

15. PROFESSIONAL SERVICES 

15.1 Professional Services. Licensor may provide professional services related to the Licensed Software (“Professional Services”), such as implementation, training, or consulting services. Any Professional Services provided by Licensor shall be governed by a separate agreement or statement of work between the parties.