This Syside Business Evaluation 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 the entity to whom a license key has been issued by Licensor (“Licensee” or “you”).

This Agreement governs Licensee’s 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 Licensed 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. A license key may be shared among any number of Authorised Users on a floating basis, subject to the concurrent seat limit specified at the time of issuance.

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

1.3 CI/CD Environment. Any continuous integration or continuous delivery pipeline, automated build system, or server-side automated workflow used as part of Licensee’s internal software development or engineering operations.

1.4 Commercial Software. Any software used or developed by Licensee for external commercial purposes, including licensing or selling such software to third parties, providing such software on a software-as-a-service basis, or otherwise directly commercially exploiting such software. For the avoidance of doubt, Commercial Software is expressly excluded from the definition of Licensee Software.

1.5 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.

1.6 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.

1.7 Evaluation Term. The time-limited period during which Licensee is permitted to use the Licensed Software under this Agreement, as communicated to Licensee by Licensor at the time of license key issuance. Licensor may, at its sole discretion, extend the Evaluation Term at any time by providing written notice to Licensee.

1.8 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.

1.9 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.

1.10 Licensee Software. The software used by Licensee in their internal operations, expressly excluding any Commercial Software.

1.11 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.

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

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license (the “License”) during the Evaluation Term, at no charge, to:

2.1.1 install and use the Licensed Software for Licensee’s internal evaluation purposes only, in accordance with the Documentation;

2.1.2 deploy and use the Licensed Software, including Syside Automator, in server and CI/CD Environments as part of Licensee Software, provided such use remains internal, is solely for evaluation purposes, and does not serve any Commercial Software purposes; and

2.1.3 allow Authorised Users to use the Licensed Software on a floating basis, such that any issued license key may be shared among Authorised Users, provided that no more concurrent users access the Licensed Software at any one time than the number of concurrent seats specified at the time of license key issuance.

2.2 Evaluation Use Only. The License is granted solely for the purpose of evaluating the Licensed Software. Licensee shall not use the Licensed Software for any production, commercial, or revenue-generating purposes during the Evaluation Term. Models created under this Agreement may not be commercially exploited or disclosed or licensed outside Licensee’s organisation.

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

2.3.1 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;

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

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

2.3.4 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 the Licensed Software or Documentation;

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

2.3.6 provide access to the Licensed Software (directly or indirectly) to any Commercial Software via a web, network, or programming interface;

2.3.7 exceed the number of concurrent users permitted under the floating license as specified at the time of license key issuance; or allow simultaneous access by more users than the number of concurrent seats issued;

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

2.3.10 use the Licensed Software with or as a part of any Commercial Software;

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

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

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

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

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

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

Any breach of the above restrictions shall constitute a material breach of this Agreement.

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. DELIVERY AND ACCEPTANCE

3.1 Delivery. Licensor shall deliver the Licensed Software and license key to Licensee via the email address provided by Licensee to Licensor, or through other secure electronic means as specified by Licensor.

3.2 Acceptance. The Licensed Software shall be deemed accepted by Licensee upon delivery unless Licensee notifies Licensor in writing of any material non-conformity within seven (7) days of delivery. Licensee’s continued use of the Licensed Software after the acceptance period shall constitute acceptance.

3.3 Account Information and Security. Licensee is responsible for maintaining the confidentiality of access credentials and license keys and for all activities that occur thereunder. Licensee shall notify Licensor immediately of any unauthorised use or any other breach of security.

3.4 Authorised Users. Licensee shall ensure that all Authorised Users comply with the terms and conditions of this Agreement. 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.

3.5 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:

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

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

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

3.5.4 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.

3.6 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. 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.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 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.

4.2 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 and the use restrictions set out in Section 2.2.

4.3 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.

4.4 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.

5. CONFIDENTIALITY

5.1 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 or destroyed, with written certification of such destruction if requested.

5.2 Exceptions. The obligations in Section 5.1 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.

5.3 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.

6. WARRANTIES AND DISCLAIMERS

6.1 Disclaimer of Warranties. THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL 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.

6.2 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.

6.3 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.

7. LIMITATION OF LIABILITY

7.1 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 7.3 BELOW.

7.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED EUR 100. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

7.3 Exclusions from Liability Cap. The limitations in this Section 7 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.

7.4 Specific Exclusions. Licensor shall not be liable if:

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

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

7.4.3 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

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

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the date Licensee first installs or uses the Licensed Software and continues until the end of the Evaluation Term, unless earlier terminated in accordance with this Agreement.

8.2 Termination for Cause. Either party may terminate this Agreement with immediate effect by delivering written notice to the other party if:

8.2.1 the other party materially breaches any of its obligations under this Agreement and the breach continues for a period of 14 days after the injured party delivers written notice reasonably detailing the breach; or

8.2.2 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.

8.3 Termination for Convenience. Licensor may terminate this Agreement at any time for convenience by providing written notice to Licensee. Licensee may terminate this Agreement at any time by ceasing all use of the Licensed Software and destroying all copies in its possession.

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

8.4.1 all licenses granted herein will immediately terminate;

8.4.2 Licensee shall immediately cease all use of the Licensed Software and Documentation, including any server or CI/CD deployments, and destroy all copies in its possession or control;

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

8.4.4 Sections 4 (Ownership and Intellectual Property), 5 (Confidentiality), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8.4 (Effect of Termination), 9 (Compliance and Export Control), and 10 (General) shall survive expiration or termination of this Agreement.

9. COMPLIANCE AND EXPORT CONTROL

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

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

9.3 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 the United Kingdom, 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.

9.4 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.

10. GENERAL

10.1 Force Majeure. Neither party shall be liable for any failure of or delay in the performance of this Agreement due to causes beyond their reasonable control that could not reasonably have been foreseen or provided against, provided that the affected party uses reasonable endeavours to minimise the impact. If such force majeure persists for more than 30 days, the other party may terminate this Agreement on written notice.

10.2 Publicity and References. Licensor may identify Licensee as an evaluator of the Licensed Software only with Licensee’s prior written consent. Licensee may publicly disclose that it is evaluating the Licensed Software and may use Licensor’s name and the Syside name for this limited purpose only.

10.3 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.

10.4 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 legal@sensmetry.com. Notices to Licensee shall be sent to the email address to which the license key was issued.

10.5 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.

10.6 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 and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

10.7 Assignment. Licensee may not assign any of its rights or obligations under this Agreement without the prior written consent of Licensor. Licensor may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in breach of this section shall be void.

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

10.9 Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts, provided that Licensor may apply for an injunction or other interim relief in any court of competent jurisdiction.

10.10 Amendments. Licensor reserves the right to modify this Agreement by providing written notice to Licensee at the email address to which the license key was issued. Licensee’s continued use of the Licensed Software after the effective date of any changes constitutes acceptance of such changes.

10.11 Entire Agreement. This Agreement 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.

10.12 Equitable Relief. Each party acknowledges that breach of Section 5 (Confidentiality) may cause irreparable harm that cannot be adequately remedied by monetary damages. Accordingly, the non-breaching party may seek equitable remedies, including injunctive relief, from any court of competent jurisdiction without the need to post security.

11. DATA PROTECTION AND PRIVACY

11.1 Data Protection. To the extent Licensor processes any personal data in connection with the issuance or administration of this Agreement, such processing shall be governed by Licensor’s Privacy Policy, available at [Privacy Policy link].

11.2 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.

11.3 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.