End User Licence Agreement

1. Acceptance of Terms

This Agreement is a legally binding contract between you ("User", "you", or "your") — whether an individual acting in a personal capacity or a representative acting on behalf of a company or other legal entity — and Adaptive.s Code ("Licensor", "we", "us", or "our"), a company registered at 52 Paris Street, Cluj-Napoca, Romania.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms. In that case, "you" and "your" refer to that entity.

Your use of the Software constitutes your acceptance of this Agreement as of the date of first use ("Effective Date"). This Agreement supersedes any prior agreements, representations, or understandings between the parties relating to the Software.

2. Definitions

• "Software" means any application, platform, API, SDK, tool, dashboard, or service developed and provided by Adaptive.s Code, including all updates, patches, and documentation.
• "Documentation" means any technical specifications, user guides, API references, and other written materials provided by us relating to the Software.
• "Authorised Users" means the individual(s) permitted by the licence to access and use the Software on your behalf.
• "Client Data" means any data, content, or materials you upload to, generate within, or process through the Software.
• "Output" means results, reports, code, documents, or other content generated by the Software based on your inputs.
• "Licence Key" means any access credentials, API keys, or authentication tokens issued to you to access the Software.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and any other proprietary rights recognised in any jurisdiction.

3. Licence Grant

Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• Install and use the Software on devices owned or controlled by you, solely for your internal business purposes;
• Access and use any associated APIs, SDKs, or web services in accordance with the Documentation;
• Make a reasonable number of copies of the Software solely for backup or archival purposes.

This licence is granted for the term of your agreement with us and is subject to any scope, volume, or usage restrictions specified in your Order Form, Subscription Agreement, or Statement of Work.

No licence is granted by implication, estoppel, or otherwise. All rights not expressly granted in this Agreement are reserved by Adaptive.s Code.

4. Licence Restrictions

You must not, and must not permit or facilitate any third party to:

• Copy or reproduce the Software beyond what is expressly permitted in Section 3;
• Modify, adapt, translate, or create derivative works based on the Software, except where expressly authorised in writing;
• Reverse engineer, decompile, disassemble, or attempt to extract source code from the Software, except to the extent that applicable law expressly permits this and only after notifying us;
• Sell, sublicence, rent, lease, lend, transfer, assign, or otherwise dispose of the Software or any rights in it to any third party without our prior written consent;
• Remove, alter, or obscure any proprietary notices, labels, trademarks, or branding on or within the Software;
• Use the Software to develop a competing product or service, or use it to benchmark against a competitor's product without our prior written consent;
• Access the Software by automated means (bots, scrapers, crawlers) in a manner that circumvents usage controls or rate limits;
• Use the Software to process or store data in violation of any applicable law, including data protection legislation;
• Circumvent or bypass any security, access control, or licence enforcement mechanism in the Software;
• Share Licence Keys or access credentials with unauthorised individuals or entities.

5. Intellectual Property

5.1 Our Intellectual Property

The Software, including all source code, object code, algorithms, models, interfaces, documentation, and all related intellectual property, is and remains the exclusive property of Adaptive.s Code and its licensors. This Agreement does not transfer any ownership rights in the Software to you.

5.2 Your Data and Content

You retain all ownership rights in your Client Data. By using the Software, you grant us a limited, non-exclusive, royalty-free licence to process your Client Data solely as necessary to provide and improve the Software, in accordance with our Privacy Policy.

5.3 Output

Subject to your compliance with this Agreement and applicable law, Output generated by the Software using your Client Data is owned by you. We make no warranty as to the accuracy, completeness, or fitness for purpose of any Output. You are solely responsible for reviewing Output before relying on it for any purpose.

5.4 Feedback

If you provide suggestions, ideas, enhancement requests, or feedback about the Software ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and commercialise such Feedback in any way without restriction or compensation to you.

5.5 Trademarks

Nothing in this Agreement grants you any right to use the name "Adaptive.s Code", our logo, or any other trade names or trademarks without our prior written consent.

6. User Obligations and Acceptable Use

You agree to use the Software only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations. In particular, you must not use the Software to:

• Violate any applicable law or regulation, including data protection, export control, anti-money laundering, or anti-bribery laws;
• Infringe the intellectual property rights, privacy rights, or other rights of any third party;
• Transmit, store, or process material that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;
• Introduce, distribute, or execute any malware, virus, worm, Trojan horse, or other harmful or disruptive code;
• Conduct or facilitate any denial-of-service attack, network intrusion, or similar security attack;
• Attempt to gain unauthorised access to any part of our systems, networks, or infrastructure;
• Use the Software in any safety-critical application where failure could lead to death, personal injury, or significant property damage, without obtaining our prior written approval and applicable safety certifications;
• Engage in any activity that could disproportionately burden or disrupt the Software's infrastructure or other users' access.

You are responsible for all activity that occurs under your account and Licence Keys, and for ensuring that all Authorised Users comply with this Agreement.

7. Data, Privacy and Security

7.1 Data Processing

To the extent the Software processes personal data on your behalf, we act as a data processor and you act as the data controller. Processing is governed by our Data Processing Agreement (DPA), which is incorporated by reference into this Agreement and is available on request. Our Privacy Policy governs any personal data we collect directly from you as a data controller.

7.2 Your Responsibilities as Data Controller

Where you upload or process personal data through the Software, you are responsible for:

• Ensuring you have a valid legal basis for processing under GDPR, CCPA/CPRA, or other applicable law;
• Providing appropriate privacy notices to data subjects;
• Obtaining any required consents;
• Ensuring the personal data you upload is accurate, lawfully obtained, and not in excess of what is necessary;
• Complying with all applicable data protection laws in your use of the Software.

7.3 Security

You are responsible for maintaining the security of your account credentials, API keys, and access tokens. You must notify us immediately at hello@adaptivescode.com if you suspect any unauthorised access to or use of your account. We are not liable for any loss or damage arising from your failure to maintain adequate credential security.

7.4 Data Residency

Unless otherwise agreed in writing, Client Data may be processed in any country where we or our sub-processors operate. Where this involves transfers outside the EEA, we ensure appropriate safeguards are in place as described in our Privacy Policy.

8. Third-Party Components and Services

The Software may incorporate third-party open-source components, libraries, or services. Such components are subject to their respective licences, which take precedence over this Agreement with respect to those components. A list of material third-party components and their licences is available on request.

The Software may also integrate with third-party services (e.g., cloud platforms, AI model providers, identity providers). Your use of such third-party services is governed by their respective terms of service and privacy policies. We are not responsible for the availability, accuracy, or conduct of any third-party service.

We may change, discontinue, or add third-party integrations at any time. We will provide reasonable notice of material changes that may affect your use of the Software.

9. Updates, Modifications and Availability

9.1 Updates and Patches

We may release updates, patches, bug fixes, or new versions of the Software at any time. Unless expressly stated otherwise, all updates are subject to this Agreement. You are responsible for installing updates in a timely manner, particularly security patches. We may cease support for older versions with reasonable notice.

9.2 Modifications

We reserve the right to modify, suspend, or discontinue any feature or functionality of the Software at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes that could significantly impact your use of the Software.

9.3 Availability

We do not guarantee uninterrupted or error-free access to the Software. Availability commitments, if any, are set out in a separate Service Level Agreement (SLA). We perform scheduled and emergency maintenance that may temporarily affect availability and will endeavour to minimise disruption.

10. Disclaimer of Warranties

To the fullest extent permitted by applicable law, we expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement;
• Any warranty that the Software will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• Any warranty that the Output will be accurate, complete, reliable, or fit for any particular purpose;
• Any warranty regarding the results that may be obtained from the use of the Software.

You assume all risk for the selection and use of the Software and any Output generated. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you in full.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

To the fullest extent permitted by applicable law, in no event shall Adaptive.s Code, its directors, employees, agents, partners, or licensors be liable for any:

• Loss of profits, revenue, data, business, or anticipated savings;
• Loss of goodwill or reputation;
• Business interruption losses;
• Indirect, incidental, special, exemplary, punitive, or consequential damages;

arising out of or related to your use of or inability to use the Software, even if we have been advised of the possibility of such damages.

11.2 Cap on Liability

Our total aggregate liability to you for any and all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total fees paid by you to us in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred euros (€100).

11.3 Essential Basis

The limitations and exclusions in this Section 11 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. This Agreement would not have been entered into without these limitations.

11.4 Consumer Rights

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law, including mandatory consumer protection rights under EU law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Adaptive.s Code and its officers, directors, employees, contractors, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Software in violation of this Agreement or applicable law;
• Your Client Data, including any claim that such data infringes the rights of a third party;
• Your breach of any representation, warranty, or obligation under this Agreement;
• Your violation of any third party's rights, including intellectual property, privacy, or data protection rights.

We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting available defences.

13. Term and Termination

13.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section or until expiry of your subscription or licence period.

13.2 Termination by You

You may terminate this Agreement at any time by ceasing all use of the Software, destroying all copies in your possession, and notifying us in writing. Termination does not entitle you to a refund of any prepaid fees unless expressly provided in your subscription terms.

13.3 Termination by Us

We may terminate this Agreement immediately on written notice if:

• You materially breach this Agreement and fail to remedy the breach within 14 days of receiving written notice;
• You become insolvent, enter administration, liquidation, or any similar insolvency process;
• We are required to do so by law or a competent regulatory authority;
• We cease to offer the Software to any users generally.

13.4 Effect of Termination

Upon termination of this Agreement for any reason:

• All licences granted to you immediately cease;
• You must promptly cease all use of the Software and destroy or return all copies;
• We may delete your account and Client Data after providing reasonable notice, subject to our data retention obligations under applicable law;
• Any provisions of this Agreement that by their nature should survive termination (including Sections 5, 7, 10, 11, 12, 15, and 16) will survive.

14. Export Controls and Regulatory Compliance

The Software may be subject to export control laws and regulations, including EU dual-use regulations, the U.S. Export Administration Regulations (EAR), and the sanctions regimes administered by OFAC and other authorities. You agree to comply with all applicable export control and sanctions laws in connection with your use of the Software.

You represent and warrant that you are not located in, a national or resident of, or under the control of any country subject to a comprehensive trade embargo; and that you are not listed on any applicable restricted party list.

You must not export, re-export, or transfer the Software, directly or indirectly, to any prohibited country, entity, or individual without first obtaining all required governmental authorisations.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Romania, and where applicable, the laws of the European Union, without regard to conflict of law principles.

15.2 Jurisdiction

The courts of Cluj-Napoca, Romania shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Notwithstanding the foregoing, we reserve the right to seek injunctive or other equitable relief in any jurisdiction to protect our intellectual property rights.

15.3 Consumer Dispute Resolution (EU)

If you are a consumer resident in the European Union, you may also refer a dispute to the European Online Dispute Resolution (ODR) platform at ec.europa.eu/consumers/odr. Nothing in this Agreement affects your mandatory rights under the laws of your country of habitual residence.

15.4 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute informally by notifying the other party in writing and engaging in good-faith negotiations for at least 30 days.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with any Order Form, Subscription Agreement, DPA, or Statement of Work, constitutes the entire agreement between the parties relating to the Software and supersedes all prior agreements, representations, and understandings.

16.2 Amendments

We may amend this Agreement at any time by posting the updated version on our website and notifying you by email (where we hold your address). Continued use of the Software after the effective date of any amendment constitutes your acceptance of the revised terms. If you do not accept the changes, you must stop using the Software and terminate this Agreement.

16.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.4 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.5 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, government action, labour disputes, or failures of internet infrastructure, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

16.7 Notices

Notices under this Agreement must be in writing. We will send notices to the email address associated with your account. You should send notices to hello@adaptivescode.com or to our registered address at 52 Paris Street, Cluj-Napoca, Romania.

16.8 Language

This Agreement is provided in English. If this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or inconsistency.

17. Contact Information

If you have any questions about this Agreement, wish to report a violation, or need to contact us for any legal purpose, please reach out to:

• Adaptive.s Code
• 52 Paris Street, Cluj-Napoca, Romania
• Email: hello@adaptivescode.com
• Website: www.adaptivescode.com

For data protection matters specifically, please refer to Section 12 of our Privacy Policy.