Subscription Terms of Service

This Agreement is between you (“Subscriber,” “you,” or “your”) and Aradyne Limited, a company registered in the Republic of Cyprus under registration number HE 486706, with its registered office at Orfeos 3a, Nicosia 1070, Cyprus (“Aradyne,” “we,” “us,” or “our”).

1. DEFINITIONS

“Additional Usage Charges”means charges for infrastructure, compute, storage, network, third-party, or AI/model usage attributable to your Tenant that exceeds the standard usage envelope included in your Base Subscription Fees, charged in accordance with the Pricing Schedule.

“Affiliate”means any entity which directly or indirectly controls, is controlled by, or is under common control with, either Party. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“AI Assistant”means the artificial intelligence-powered assistant integrated into the Service that provides recommendations, suggestions, analysis, data insights, and, where enabled by the Subscriber, may execute operations within the Service on the Subscriber’s behalf, including but not limited to creating, modifying, or deleting records, generating documents, triggering workflows, and performing automated tasks.

“AI Tools”means any artificial intelligence, machine learning, large language model, computer vision, optical character recognition, natural language processing, generative AI, or similar automated technology or tool, whether operated by a human or autonomously, including but not limited to tools that analyse, interpret, extract, reproduce, or generate content from visual, textual, or digital inputs.

“Authorized Parties”means you, your Affiliates, and your and your Affiliates’ employees, consultants, contingent workers, independent contractors, and agents whom you authorize to access the Service in accordance with this Agreement.

“Base Subscription Fees”means the recurring fees for the subscription tier or plan you select in the Order Form, exclusive of Additional Usage Charges, taxes, and duties.

“Clinical Data”has the meaning given in the Clinical Data Schedule.

“Clinical Layer”has the meaning given in the Clinical Data Schedule; it is disabled for every Tenant unless enabled as provided in Section 9.5.

“Confidential Information”means all information, material and data of either Party (i) labelled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the disclosing Party advises the receiving Party is proprietary or confidential, or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure, the receiving Party knows or reasonably should know is confidential or proprietary, including, but not limited to, software, source code, object code, algorithms, user interface designs, screen layouts, workflows, business logic, data models, API specifications, system architecture, information relating to financial data, plans, forecasts, intellectual property, methodologies, agreements, market intelligence, technical concepts, customer information, strategic analyses, and internal developments. Confidential Information does not include information (a) which is or becomes publicly known without any fault of or participation by the receiving Party, (b) was in receiving Party’s possession prior to the time it was received from disclosing Party, (c) is lawfully obtained from a source other than disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (d) is independently developed by the receiving Party by persons not having exposure to disclosing Party’s Confidential Information.

“Documentation”means Aradyne’s electronic and hardcopy user guides, help documentation, API documentation, and technical specifications for the Service, which may be updated by Aradyne from time to time.

“EU AI Act”means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence (Artificial Intelligence Act), as amended or supplemented from time to time, together with any implementing or delegated acts adopted thereunder.

“Intellectual Property Rights”means any and all common law, statutory, and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured, or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Law”means any local, state, national, and/or foreign law, treaties, and/or regulations applicable to a respective Party, including but not limited to the laws of the Republic of Cyprus, applicable European Union regulations and directives (including the GDPR, the EU AI Act, the Digital Services Act, and the Data Act), and any other applicable jurisdiction.

“Malicious Code”means viruses, worms, time bombs, Trojan horses, corrupted files, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another.

“Order Form”means the electronic order, subscription page, or checkout process through which you select and subscribe to the Service, including any tier, plan, or pricing selection.

“Personal Data”has the meaning given to it in Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and includes any information that is related to an identified or identifiable individual provided as Subscriber Data within the Service.

“Platform”means the Aradyne cloud-based software-as-a-service branded as PeakSpitz, including all websites, web applications, mobile applications, APIs, endpoints, domains, subdomains, and all associated content, user interfaces, screen layouts, workflows, business logic, data models, and system architecture operated or provided by Aradyne.

“Platform Content”means all content displayed on, transmitted through, or otherwise made available via the Platform, including but not limited to text, graphics, images, icons, screen layouts, user interface designs, page structures, navigation flows, colour schemes, typography, visual arrangements, workflows, reports, dashboards, forms, and any other visual or textual elements.

“Price Index”means the official all-items consumer price index (or equivalent harmonised index of consumer prices) published by the national statistical authority of the country in which the Subscriber is established, as stated in the Order Form or the Subscriber’s billing address; or, where no such index is reliably published for that country, the all-items Harmonised Index of Consumer Prices for the Euro Area published by Eurostat. If a Price Index ceases to be published, or its basis or methodology materially changes, Aradyne may, acting reasonably, substitute a successor or substantially equivalent index.

“Pricing Schedule”means Aradyne’s then-current schedule of Base Subscription Fees and unit rates for Additional Usage Charges, as made available by Aradyne to the Subscriber and as it may vary according to region, deployment configuration, and usage profile.

“Reverse Engineering Activities”means any attempt to reverse engineer, decompile, disassemble, decode, decrypt, extract, derive, or otherwise attempt to discover the source code, object code, underlying algorithms, data models, business logic, system architecture, API specifications, database schemas, or any other proprietary or trade secret information of the Platform, Service, or Documentation, whether by manual inspection, automated tools, AI Tools, or any other method.

“Screenshot”means any image, photograph, screen capture, screen recording, video recording, or any other visual reproduction or recording of all or any portion of the Platform, the Service, or Platform Content, regardless of the method or tool used to create such reproduction.

“Service”means Aradyne’s software-as-a-service application(s) branded as PeakSpitz, delivered by Aradyne and subscribed to by you through the Order Form, including the AI Assistant.

“Subscriber Data”means the electronic data or information submitted by you, your Users, or Authorized Parties to the Service.

“Subscriber Input”means suggestions, enhancement requests, recommendations, or other feedback provided by you, your Users, and Authorized Parties relating to the operation or functionality of the Service.

“Subscription Fees”means all amounts invoiced and payable by you for the Service, comprising the Base Subscription Fees and any Additional Usage Charges, as set forth in the Order Form and the Pricing Schedule.

“Tenant”means a unique instance of the Service, with a separate set of Subscriber Data held by Aradyne in a logically separated database.

“User”means any individual whom you authorize to access and use the Service under your account.

2. ACCEPTANCE AND ACCOUNT REGISTRATION

2.1 Electronic Acceptance.

This Agreement is formed electronically. By accessing or using the Service, creating an account, or clicking “I Agree” or any similar button, you accept and agree to be bound by this Agreement. No physical signature is required. Your continued use of the Service constitutes ongoing acceptance of these terms as amended from time to time.

2.2 Account Registration.

To use the Service, you must create an account and provide accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You shall promptly notify Aradyne of any unauthorized use of your account.

2.3 Authority.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity and its Affiliates to this Agreement. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Service.

2.4 Business Use Only; No Consumers.

The Service is offered solely to businesses and other organizations, and to individuals acting in a commercial, business, or professional capacity, for their internal business purposes. The Service is not directed to, intended for, or offered to consumers. By accepting this Agreement, you represent and warrant that you are entering into it in the course of a trade, business, craft, or profession, and not as a consumer, and you acknowledge that mandatory consumer-protection laws do not apply to this Agreement.

3. PROVISION OF SERVICE

3.1 Aradyne Obligations.

During the Term, Aradyne shall: (i) make the Service available to you in accordance with the Documentation and the SLA; (ii) not use Subscriber Data except to provide the Service, to prevent or address technical problems, to verify improvements, or in accordance with your instructions; and (iii) not disclose Subscriber Data to anyone other than Authorized Parties.

3.2 Subscriber Obligations.

You may enable access of the Service for use only by Authorized Parties solely for your internal business purposes. You are responsible for all Authorized Party use of the Service and compliance with this Agreement. You shall: (a) have sole responsibility for the accuracy, quality, and legality of all Subscriber Data; (b) comply with all rules and regulations in the Documentation; (c) be responsible for all electronic communications and data entered through the Service; and (d) take commercially reasonable efforts to prevent unauthorized access to the Service and notify Aradyne promptly of any such unauthorized access.

3.3 Delivery and Provisioning of the Service.

The Service is cloud software delivered electronically; no physical goods are shipped, and no shipping, handling, or delivery charges apply. On acceptance of this Agreement and successful payment (or, for a pre-provisioned workspace, on completion of onboarding), Aradyne provisions your Tenant and makes the Service available at your designated workspace address (subdomain) — ordinarily immediately, and in any event without undue delay. Access to the Service at that address constitutes delivery.

4. PROHIBITED CONDUCT

4.1 General Prohibitions.

You shall not, and shall ensure that no Authorized Party or third party acting on your behalf shall:

• use the Service in violation of Law or in such a manner as is likely to harm Aradyne, its Affiliates, service providers, licensors, suppliers, and/or customers;
• send or store infringing, obscene, threatening, or otherwise unlawful material, including material that violates privacy rights;
• send or store Malicious Code in connection with the Service;
• interfere with or disrupt the performance of the Service;
• attempt to breach the security of the Service or access data belonging to third parties;
• attempt to gain access to the Service or its related systems in a manner not set forth in this Agreement or the Documentation;
• perform any penetration testing, vulnerability assessments, or security assessments on the Service without Aradyne’s prior written consent;

4.2 Reverse Engineering and AI Prohibitions.

You shall not, and shall ensure that no Authorized Party or third party acting on your behalf shall, under any circumstances:

• engage in any Reverse Engineering Activities of any kind with respect to the Platform, the Service, or the Documentation, whether by manual inspection, the use of debugging tools, decompilers, disassemblers, network traffic analysers, packet sniffers, HTTP/API interceptors, browser developer tools (used for purposes of reverse engineering), web scrapers, crawlers, bots, AI Tools, or any other automated or manual method;
• use any AI Tools to analyse, interpret, extract, reproduce, replicate, or generate any content, code, design, layout, functionality, business logic, workflow, data model, or any other element from the Platform, the Service, the Platform Content, or the Documentation, including but not limited to: (1) feeding Screenshots, screen recordings, or any visual representation of the Platform into any AI Tool; (2) using AI Tools to extract, interpret, or reconstruct user interface designs, page layouts, navigation flows, or visual arrangements; (3) using AI-powered code generation, design-to-code, or screenshot-to-code tools to replicate or approximate any aspect of the Platform; or (4) training, fine-tuning, or providing input data derived from the Platform to any machine learning model;
• use web scraping tools, crawlers, bots, spiders, automated scripts, browser extensions, or any other automated data collection or extraction tools to access, collect, copy, index, store, or reproduce any Platform Content, data, code, or other information from the Platform;
• capture, intercept, record, replay, or analyse any network traffic, API calls, HTTP requests or responses, WebSocket communications, or any other data transmitted to or from the Platform, except as expressly authorized in the Documentation for integration purposes;
• access the Service or Documentation in order to build or assist in building any commercially available product or service, or any product, service, or platform that competes with or is a substitute for the Platform;
• copy any features, functions, integrations, interfaces, or graphics of the Service or Documentation;

5. SCREENSHOTS AND VISUAL REPRODUCTIONS

5.1 Limited Screenshot Permission.

Subject to the restrictions in this Section 5, you and your Authorized Parties may take a reasonable number of Screenshots solely for the following permitted purposes:

• internal business use within your organization, including internal presentations, training materials, internal reports, and internal communications;
• communicating with Aradyne’s support team for bug reporting, requesting assistance, or providing feedback;
• documenting your own Subscriber Data for your own internal record-keeping; and
• including in proposals, marketing materials, or case studies that reference your use of the Service, provided such use does not disclose Aradyne’s Confidential Information or trade secrets.

5.2 Absolute Prohibitions on Screenshot Use.

You and your Authorized Parties shall NOT, and shall ensure that no third party acting on your behalf shall:

• use any Screenshot as input to, or in connection with, any AI Tool for the purpose of analysing, interpreting, extracting, reproducing, replicating, approximating, or generating any Platform Content, user interface design, code, functionality, business logic, workflow, data model, or any other element of the Platform;
• use any Screenshot to reverse engineer, reconstruct, or derive any aspect of the Platform’s source code, algorithms, architecture, design patterns, or trade secrets;
• use any Screenshot to create, develop, or assist in the creation or development of any competing product, service, or platform;
• distribute, publish, share, or make available any Screenshot to any third party for any purpose that would enable or facilitate replication of any aspect of the Platform;
• use any Screenshot in connection with any commercial service or product offering that competes with or substitutes the Platform; or
• systematically or repeatedly take Screenshots with the intent of comprehensively capturing the Platform’s user interface, functionality, workflows, or content.

5.3 Monitoring and Enforcement.

Aradyne reserves the right to implement technical measures to detect, prevent, or limit the taking of Screenshots. You agree not to circumvent, disable, or interfere with any such technical measures. Any violation of this Section 5 shall constitute a material breach and may result in immediate termination.

6. AI ASSISTANT – TERMS, DISCLAIMERS, AND LIMITATIONS

6.1 Nature of the AI Assistant.

The Service includes an integrated AI Assistant that provides recommendations, suggestions, analysis, data insights, and other AI-generated outputs (“AI Outputs”). Depending on your configuration settings, the AI Assistant may also execute operations within the Service on your behalf, including creating, modifying, or deleting records, generating documents, triggering workflows, and performing automated tasks (“AI-Executed Operations”).

6.2 EU AI Act Classification.

Aradyne has assessed the AI Assistant in accordance with the EU AI Act (Regulation (EU) 2024/1689) and has determined that the AI Assistant, as deployed within the Service, is not a high-risk AI system within the meaning of Article 6 of the EU AI Act, and operates as a limited-risk AI system subject to the transparency obligations of Article 50 of the EU AI Act. The AI Assistant is not intended for, and shall not be used for, any purpose that would classify it as a prohibited AI practice under Article 5, or as a high-risk AI system under Article 6 and Annex III, of the EU AI Act. Aradyne complies with the transparency obligations applicable to the AI Assistant under Article 50 of the EU AI Act, including clearly disclosing to Users that they are interacting with an AI system and, where applicable, marking AI-generated content as artificially generated or manipulated.

Under the EU AI Act, Aradyne is the “provider” and the Subscriber is the “deployer” of the AI Assistant. Accordingly: (i) Aradyne, as provider, is responsible for ensuring that the AI system is designed and developed in compliance with applicable requirements, maintaining technical documentation and conformity records, providing transparency disclosures (including notifying Users that they are interacting with an AI system), monitoring the AI system for risks, and reporting serious incidents to the relevant competent authority; (ii) the Subscriber, as deployer, is responsible for using the AI Assistant in accordance with Aradyne’s instructions and Documentation, implementing and maintaining human oversight measures for AI-Executed Operations, monitoring the AI Assistant’s operation within the Subscriber’s environment, ensuring that the AI Assistant is not used for any purpose that would elevate its risk classification to high-risk under the EU AI Act, and informing affected individuals (including employees) when they are subject to decisions informed by the AI Assistant.

6.3 No Professional Advice.

THE AI ASSISTANT DOES NOT PROVIDE, AND SHALL NOT BE CONSTRUED AS PROVIDING, PROFESSIONAL ADVICE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LEGAL, FINANCIAL, ACCOUNTING, TAX, REGULATORY, MEDICAL, COMPLIANCE, OR INVESTMENT ADVICE.AI Outputs are generated algorithmically based on patterns in data and may be inaccurate, incomplete, outdated, or inappropriate for your specific circumstances. You are solely responsible for independently verifying all AI Outputs before relying on them or taking any action based thereon.

6.4 Subscriber Responsibility for AI-Executed Operations.

YOU ACKNOWLEDGE AND AGREE THAT:

• Human oversight:You are solely responsible for configuring the AI Assistant, including enabling or disabling its ability to execute operations. When AI-Executed Operations are enabled, you accept full responsibility for all actions performed by the AI Assistant on your behalf;
• Review and verification:You shall implement reasonable review procedures to verify the accuracy and appropriateness of all AI Outputs and AI-Executed Operations before they affect your business operations, financial records, or legal obligations;
• Data quality:The quality and accuracy of AI Outputs depend on the quality and completeness of the Subscriber Data you provide. Aradyne shall not be liable for AI Outputs that are inaccurate or inappropriate due to incomplete, inaccurate, or insufficient Subscriber Data;
• No automation of critical decisions:The AI Assistant shall not be used as the sole basis for making decisions that have significant legal, financial, or material effects on individuals or entities without appropriate human review and intervention; and
• Audit trail:Aradyne provides logging capabilities for AI-Executed Operations. You are responsible for monitoring these logs and promptly reporting any unauthorized or erroneous operations; and
• Safeguards:You shall not disable, circumvent, or weaken any safety control, confirmation step, approval gate, or guardrail of the AI Assistant; doing so is at your sole risk.

6.5 AI Disclaimer of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARADYNE DISCLAIMS ALL LIABILITY FOR ANY LOSS, DAMAGE, OR HARM ARISING FROM OR RELATED TO: (i) ANY AI OUTPUT, WHETHER OR NOT YOU RELIED UPON SUCH OUTPUT; (ii) ANY AI-EXECUTED OPERATION, REGARDLESS OF WHETHER THE OPERATION WAS CORRECTLY OR INCORRECTLY PERFORMED; (iii) ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANY THIRD PARTY BASED ON AI OUTPUTS; (iv) ANY INACCURACY, ERROR, OMISSION, OR BIAS IN AI OUTPUTS; OR (v) YOUR FAILURE TO INDEPENDENTLY VERIFY AI OUTPUTS OR TO IMPLEMENT ADEQUATE HUMAN OVERSIGHT PROCEDURES. THIS DISCLAIMER APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

6.6 AI Indemnification.

You shall indemnify, defend, and hold harmless Aradyne from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of or reliance on AI Outputs or AI-Executed Operations; (b) your failure to implement adequate human oversight of AI-Executed Operations; (c) any claim by a third party arising from actions taken based on AI Outputs; or (d) your use of the AI Assistant in a manner that would constitute a prohibited or high-risk use under the EU AI Act.

6.7 Changes to AI Functionality.

Aradyne reserves the right to modify, update, suspend, or discontinue any aspect of the AI Assistant at any time, including its capabilities, accuracy, response formats, and underlying models. Aradyne shall use reasonable efforts to notify Subscribers of material changes to AI Assistant functionality, but shall not be liable for any changes made to the AI Assistant.

6.8 AI Output Ownership and Use Restrictions.

All AI Outputs generated by the AI Assistant are jointly owned by Aradyne and the Subscriber (“Co-Owned Outputs”). The Subscriber may use Co-Owned Outputs solely for the purpose of advancing its own use of the Service. Without limiting the foregoing, the Subscriber shall not: (i) use any Co-Owned Output to train, fine-tune, or otherwise provide input to any machine learning model, artificial intelligence system, or AI Tool, whether operated by the Subscriber or any third party; (ii) use any Co-Owned Output as input to, or in connection with, any software, platform, tool, or service other than the Service; (iii) distribute, publish, license, sell, or make available any Co-Owned Output to any third party except as strictly necessary for the Subscriber’s internal business operations in connection with its use of the Service; or (iv) use any Co-Owned Output to develop or assist in the development of any product, service, or platform that competes with the Service. Aradyne may use Co-Owned Outputs for the purposes of improving, maintaining, and operating the Service, including for aggregated and anonymised analytics in accordance with Section 7.5, but shall not use Co-Owned Outputs that contain Personal Data for any purpose other than providing the Service to the Subscriber, except as permitted under the Data Processing Addendum.

6.9 Prohibited Input Data.

The Subscriber shall not submit to the Service, or permit any User to submit to the Service, any of the following categories of data (“Prohibited Input Data”): (i) special categories of personal data within the meaning of Article 9 of the GDPR, including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, or data concerning health, sex life, or sexual orientation; (ii) financial account credentials, payment card numbers, bank account numbers, or any data subject to the Payment Card Industry Data Security Standard (PCI DSS); (iii) government-issued identification numbers, including national identity numbers, social security numbers, passport numbers, or tax identification numbers; (iv) data subject to the Health Insurance Portability and Accountability Act (HIPAA) or equivalent health data protection legislation; or (v) data classified at any level under any governmental security classification scheme. Aradyne shall have no liability for any loss or damage arising from the Subscriber’s submission of Prohibited Input Data to the Service in breach of this Section 6.9, and the Subscriber shall indemnify Aradyne against all claims, liabilities, and costs arising therefrom.

Clinical Data exception. Limbs (i) and (iv) of this Section 6.9 do not apply to Clinical Data submitted to a Tenant for which the Clinical Data Schedule, available at https://eu.peakspitz.com/clinical-data, has been executed and Aradyne has enabled the Clinical Layer in accordance with Section 9.5, for so long as both remain the case; such Clinical Data is processed in accordance with the DPA as supplemented and modified by Part B of the Clinical Data Schedule. The exception is limited to Clinical Data as defined in the Clinical Data Schedule: all other data within limbs (i) and (iv), and all data within limbs (ii), (iii), and (v), remain Prohibited Input Data for every Subscriber, and Clinical Data submitted before those conditions are met, or to any other Tenant, is Prohibited Input Data.

6.10 Per-Action Transparency and Informed Authorization.

Before the AI Assistant executes any AI-Executed Operation that creates, modifies, or deletes records or otherwise changes the state of the Service or the Subscriber Data, Aradyne will, where the operation is configured to require approval, present to the authorizing User a description of the action it proposes, the reason for it, its expected effect, and (where applicable) its reversibility, sufficient for the User to make an informed decision at that point in time. By approving a proposed AI-Executed Operation, or by enabling a class of operations to execute without per-action approval, the Subscriber and its authorizing Users provide informed authorization for that operation and accept responsibility for the operation and its outcomes, whatever they may be. Each proposed action, the approval or rejection, and the outcome are recorded; operations the Subscriber has enabled to run automatically are recorded in the audit trail referred to in Section 6.4 for the Subscriber’s monitoring.

6.11 Risk-Management Practices.

Aradyne employs risk-management practices intended to detect potentially high-impact, anomalous, or irreversible operations and, where such situations are detected, to apply additional safeguards — such as requiring explicit confirmation, narrowing the scope of an operation, or declining to proceed automatically. These practices are provided on a commercially reasonable, best-efforts basis as a feature of the Service; they are NOT a warranty or guarantee that any risk will be detected, prevented, or mitigated, do not reduce or replace the Subscriber’s obligation to maintain human oversight under Section 6.4, and do not transfer to Aradyne any responsibility for AI Outputs or AI-Executed Operations.

6.12 Versioned Automated Behaviors; Upgrades; Staged Rollout.

(a) Versioned behaviors.Where the Subscriber authorizes the AI Assistant to perform an operation or class of operations automatically, that authorization is bound to the specific version of the behavior and the specific input parameters and scope presented to and approved by the Subscriber at the time of authorization. The Service binds each such authorization to the state of the targeted records at the time of approval and will not execute the operation if that state has materially changed since the proposal. A new or modified version of a behavior does not take effect under an existing authorization; Aradyne will notify the Subscriber of a materially changed version, and the Subscriber may elect to upgrade to it.

(b) Sole discretion; staged rollout.All AI Assistant behaviors, features, models, and version upgrades are developed and made available at Aradyne’s sole discretion. Aradyne may release behaviors in preview or limited availability, may make them available to some Subscribers and not others, may stage or region-gate their rollout, and may modify, withhold, or withdraw any behavior at any time, with or without notice. No Subscriber is entitled to any particular behavior, model, version, or feature. This Section expands upon, and does not limit, Section 6.7.

(c) Third-party models.The AI Assistant relies in part on foundation models and other technologies provided by third parties. The availability, behavior, and performance of such models are subject to those third parties, and Aradyne is not liable for changes to, degradation of, or discontinuation of any third-party model.

(d) Preview behaviors.Behaviors designated as preview, beta, or experimental are provided “AS IS”, without any service-level commitment or warranty, and may change or be discontinued at any time.

6.13 High-Risk and Automated-Decision Use.

Without limiting Section 6.2 or Section 6.4, the Subscriber shall not use the AI Assistant to make, or as the sole or primary basis for, any automated decision that produces legal effects concerning, or similarly significantly affects, any individual — including decisions in the fields of employment (such as the screening, filtering, or evaluation of job applicants or candidates), creditworthiness or financial services, insurance, housing, education, healthcare, legal matters, or the provision of essential public or private services — without qualified human review and intervention. The AI Assistant is not intended for, and is not provided as, a high-risk AI system within the meaning of Annex III of the EU AI Act. Should the Subscriber elect to deploy the AI Assistant in any such high-risk context, the Subscriber does so as the sole provider and deployer for that purpose, expressly assumes all resulting regulatory obligations (including human oversight, transparency to affected persons, lawful basis, impact assessment, and record-keeping), and shall indemnify Aradyne in accordance with Section 6.6.

6.14 Communications Sent on Your Behalf.

Where the AI Assistant generates or sends communications to third parties on the Subscriber’s behalf (including emails, requests for quotation, reminders, and other outreach), the Subscriber is responsible for the content of those communications and for compliance with all applicable communications, marketing, anti-spam, and data-protection laws, including consent and opt-out requirements.

7. PROPRIETARY RIGHTS

7.1 Ownership.

Aradyne and its licensors own all right, title, and interest in and to the Service, the Platform, the Platform Content, the Documentation, the AI Assistant (including its models, algorithms, and training data), and all Intellectual Property Rights therein. No rights are granted to you other than as expressly set forth in this Agreement.

7.2 Restrictions.

You shall not: (i) modify, copy, or create derivative works of the Service; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or make the Service available to any third party other than Authorized Parties; (iii) reverse engineer or decompile any portion of the Service; (iv) access the Service to build any competing product or service; or (v) copy any features, functions, integrations, interfaces, or graphics of the Service.

7.3 Subscriber Data Ownership.

As between Aradyne and you, you own your Subscriber Data. You grant Aradyne a worldwide, limited-term license to host, copy, store, transmit, display, and use Subscriber Data as reasonably necessary to provide the Service.

7.4 Subscriber Input.

Aradyne shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Subscriber Input. Aradyne shall have no obligation to implement Subscriber Input.

7.5 Aggregated Data.

Aradyne owns aggregated and anonymized statistical data derived from the operation of the Service. Aradyne may use such data for improving the Service, benchmarking, and statistics, provided that such use will not reveal your identity or Personal Data to any third party. Without limiting the foregoing, Aradyne may collect and use operational telemetry data (including system performance metrics, error logs, API call metadata, and feature-usage statistics) for the purpose of improving, maintaining, and training machine learning models that form part of the Service, provided that such telemetry data: (i) does not contain Subscriber Data or Personal Data; (ii) cannot reasonably be used to identify the Subscriber or any individual; and (iii) is processed in accordance with the Data Processing Addendum. The Subscriber may opt out of non-essential telemetry collection by written notice to legal@aradyneltd.com, in which case Aradyne shall cease such collection within thirty (30) days, except to the extent that the telemetry is strictly necessary for the provision, security, or integrity of the Service.

7.6 Injunctive Relief.

The Parties acknowledge that, in the event of a breach of Section 4, Section 5, or Section 7, the non-breaching Party will not have an adequate remedy at law. The non-breaching Party shall be entitled to obtain injunctive relief from any court of competent jurisdiction, without the necessity of posting a bond, in addition to all other remedies available at law or in equity.

8. CONFIDENTIALITY

8.1 Obligations.

A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations under this Agreement. Each Party shall protect the other Party’s Confidential Information using the same degree of care it uses for its own, but in no event less than a reasonable standard of care.

8.2 Compelled Disclosure.

A disclosure required by Law shall not be considered a breach, provided the disclosing Party gives prompt prior notice (to the extent legally permitted) and provides reasonable assistance if the other Party wishes to contest the disclosure.

8.3 Remedies.

A Party that discloses or threatens to disclose Confidential Information in breach of this Agreement shall be subject to injunctive relief in addition to any other available remedies.

9. DATA PROTECTION AND PRIVACY

9.1 GDPR Compliance.

To the extent that Aradyne processes Personal Data on your behalf, Aradyne shall act as a data processor within the meaning of the GDPR. The terms of processing shall be as set forth in the Data Processing Addendum (DPA), which is incorporated herein by reference and available at https://eu.peakspitz.com/dpa. To the extent that the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”), or any other US state privacy law applies to Aradyne’s processing of Personal Data on behalf of the Subscriber, Aradyne shall act as a “service provider” (as defined under the CCPA) or equivalent role under the applicable state law. Aradyne shall not sell or share (as those terms are defined under the CCPA) Personal Data received from or on behalf of the Subscriber, and shall not retain, use, or disclose such Personal Data for any purpose other than the business purposes specified in the DPA or as otherwise permitted by applicable law.

9.2 Data Security.

Aradyne has implemented reasonable technical and organizational measures to protect Subscriber Data, including encryption during transmission and at rest, firewalls, access controls, and regular security assessments. However, you acknowledge that the Internet is an open system and Aradyne cannot guarantee that Subscriber Data will not be intercepted by third parties.

9.3 Data Upon Termination; Frozen Access, Export, and Customer-Controlled Wipe.

Upon cancellation or termination of this Agreement, your tenant environment will be placed into a read-only (“frozen”) state. While frozen, you retain full access to browse and to export all of your Subscriber Data, but the Service may no longer be used to create or modify records. The frozen state will be maintained for thirty (30) days, extendable to sixty (60) days upon written request.

You control when your frozen environment is wiped. At any time during the frozen period you may instruct Aradyne in writing to delete (“wipe”) your Subscriber Data — typically once you have confirmed that you have successfully exported your data and re-imported it into your destination system, although the timing of that instruction is at your sole discretion. Aradyne will calculate and issue any refund due to you under Section 13.5 upon, and conditional on, your approval to wipe your service. If you give no instruction, your Subscriber Data will be wiped, and any refund due issued, at the end of the frozen period. Thereafter, all Subscriber Data will be permanently deleted, subject to applicable legal retention requirements.

Aradyne will provide you with reasonable assistance to export the entirety of your Subscriber Data in widely-used, openly-readable file formats (including comma-separated values (CSV) and a structured JSON archive of your database) that are capable of being re-imported into the Service. Aradyne provides your data in these standard, portable formats only; Aradyne does not undertake to format, convert, or package exported data for import into any specific third-party or competing vendor platform.

Your rights, and Aradyne’s obligations, in relation to switching to another provider or to an on-premises ICT arrangement and porting your Subscriber Data — including the applicable timelines and the phasing-out of switching charges required by Regulation (EU) 2023/2854 (the EU Data Act) — are set out in the Cloud Switching & Exit Schedule at https://eu.peakspitz.com/switching, which forms part of this Agreement. Where this Section 9.3 and that Schedule address the same subject matter, the provision more favourable to the Subscriber applies.

9.4 Digital Operational Resilience (DORA).

To the extent that the Subscriber is a “financial entity” within the meaning of Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”), the contractual provisions required by Article 30 of DORA are set out in Aradyne’s DORA Schedule, available at https://eu.peakspitz.com/dora and incorporated into this Agreement by reference. The Subscriber shall notify Aradyne in writing, prior to or promptly after entering into this Agreement, that it is a financial entity, whereupon the Parties shall execute the DORA Schedule. Part A of the DORA Schedule reflects the provisions required for all ICT services supporting a financial entity under Article 30(2) of DORA; Part B reflects the additional provisions required under Article 30(3) of DORA (including unrestricted rights of access, inspection, and audit for the Subscriber and its competent authorities, and a documented exit strategy) and applies where the Subscriber classifies the Service as supporting a “critical or important function”. Nothing in this Section 9.4 relieves the Subscriber of its own obligations under DORA, including its responsibility to assess and manage ICT third-party risk in accordance with Articles 28 and 29 of DORA.

9.5 Clinical Data (GDPR Article 9).

A Subscriber that provides health care and wishes to submit Clinical Data to the Service shall notify Aradyne in writing, whereupon the Parties may execute the Clinical Data Schedule, available at https://eu.peakspitz.com/clinical-data and, once executed for a Subscriber, incorporated into this Agreement by reference for that Subscriber. Nothing in this Agreement obliges Aradyne to offer or to execute the Clinical Data Schedule. Part A of the Clinical Data Schedule sets out the conditions on which the exception in Section 6.9 applies and the Subscriber’s obligations as controller; Part B sets out the terms on which Aradyne processes Clinical Data as the Subscriber’s processor, including the particulars required by Article 28(3) of the GDPR, and supplements the DPA. The Clinical Layer is disabled for every Tenant by default, irrespective of the Subscriber’s industry or of the vertical, template, or configuration from which its Tenant was provisioned. It is enabled for a Tenant only by Aradyne, as an operator action taken for that Tenant alone after the Clinical Data Schedule has been executed for the Subscriber that holds that Tenant; it is never enabled by default for any industry or vertical, and it cannot be enabled by the Subscriber, by any User, or through any setting available within the Service. Until the Clinical Data Schedule has been executed and the Clinical Layer enabled, Section 6.9 applies to the Subscriber in full.

10. LIMITED WARRANTIES; DISCLAIMER

10.1 Limited Warranty.

Aradyne warrants that the Service will perform in all material respects as described in the Documentation. Aradyne does not warrant that the Service will be error-free or uninterrupted.

10.2 Disclaimer.

EXCEPT AS PROVIDED IN SECTION 10.1, THE SERVICE (INCLUDING THE AI ASSISTANT AND ALL AI OUTPUTS) IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARADYNE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE OR THE AI ASSISTANT WILL MEET YOUR REQUIREMENTS, THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10.3 No Reliance on Future Functionality.

You agree that your subscription is not contingent on the delivery of any future functionality or feature, and that you are not relying on any oral or written public comment, product roadmap, or statement regarding future functionality made by Aradyne. Aradyne may change its product roadmap and planned functionality at any time.

11. LIMITATION OF LIABILITY

11.0 Liabilities That Cannot Be Excluded.

Nothing in this Agreement excludes or limits either Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct, to the extent that such liability cannot be excluded or limited under the governing law or under a mandatory rule of the law of the forum; (d) any liability under applicable product-liability law that cannot lawfully be excluded or limited (including, once it takes effect, liability under Directive (EU) 2024/2853); (e) the Subscriber’s obligation to pay Fees that are due; or (f) any other liability that cannot lawfully be excluded or limited under applicable law. Each of limbs (a) to (f) operates independently, and the invalidity or unenforceability of any one limb does not affect the others. Every other provision of this Section 11 applies subject to this Section 11.0.

11.1 Exclusion of Damages.

SUBJECT TO SECTION 11.0, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap.

SUBJECT TO SECTION 11.0, AND EXCEPT FOR BREACHES OF SECTIONS 4, 5, 7, OR 8, ARADYNE’S CUMULATIVE LIABILITY FOR ANY LOSS OR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Application.

SUBJECT TO SECTION 11.0, ALL LIMITATIONS ON LIABILITY, DAMAGES, AND CLAIMS ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

11.4 Data-Protection Liability.

The allocation of liability between the Parties for claims relating to the Processing of Personal Data, including the apportionment of liability as between the Parties under Article 82 of the GDPR, is set out in Section 13 of the Data Processing Addendum and applies in addition to this Section 11. Nothing in this Agreement or the Data Processing Addendum limits or excludes the right of a data subject to claim compensation directly under Article 82(1) of the GDPR.

12. INDEMNIFICATION

12.1 By Aradyne.

Aradyne will defend you against any claim brought by an unaffiliated third party alleging that the Service, as provided by Aradyne and used in accordance with this Agreement, infringes or misappropriates that third party’s Intellectual Property Rights, and will indemnify you against the damages and costs finally awarded against you by a court of competent jurisdiction, or agreed by Aradyne in settlement, in respect of such claim, provided that you (i) give Aradyne prompt written notice of the claim, (ii) grant Aradyne sole control of the defence and settlement of the claim, and (iii) provide reasonable cooperation at Aradyne’s expense. If your use of the Service is, or in Aradyne’s reasonable opinion is likely to become, the subject of such a claim or to be enjoined, Aradyne may, at its option and expense: (a) procure for you the right to continue using the Service; (b) modify or replace the Service so that it becomes non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription on written notice and refund any Fees prepaid for the unused portion of the then-current subscription term. Aradyne has no obligation under this Section 12.1 to the extent a claim arises from or relates to: (1) Subscriber Data or any content, materials, or instructions provided by you; (2) modification of the Service by any person other than Aradyne; (3) the combination, operation, or use of the Service with products, services, software, or data not provided by Aradyne, where the claim would not have arisen but for such combination, operation, or use; or (4) your use of the Service in breach of this Agreement or after Aradyne has notified you to cease an allegedly infringing use. THIS SECTION 12.1 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND ARADYNE’S ENTIRE LIABILITY, FOR ANY CLAIM OF INTELLECTUAL-PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

12.2 By Subscriber.

You shall indemnify, defend, and hold harmless Aradyne from and against any claims arising out of: (i) any breach of this Agreement, including Sections 4, 5, or 7; (ii) your use of the Service, including the AI Assistant; (iii) your Subscriber Data; or (iv) any violation of applicable Law by you or your Authorized Parties.

13. TERM, FEES, AND TERMINATION

13.1 Term.

The initial term commences upon your first use of the Service or acceptance of this Agreement. The subscription period is as specified in your Order Form, defaulting to one (1) year. Your subscription will automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least thirty (30) days prior to expiration. Aradyne will endeavour to send you a reminder, by email to your account address, in advance of each automatic renewal and of the applicable non-renewal deadline. Fees, payment, price adjustment, and usage-based charges are governed by Sections 13.8 to 13.12.

13.2 Termination for Breach.

Either Party may terminate this Agreement upon thirty (30) days’ prior written notice of a material breach if such breach remains uncured. Suspension and termination for failure to pay Fees are governed by Section 13.6.

13.3 Immediate Termination for IP Breach.

Aradyne may terminate this Agreement immediately upon written notice if you or any Authorized Party breach Section 4 (Prohibited Conduct), Section 5 (Screenshots), or Section 7 (Proprietary Rights). Such termination is without prejudice to any other rights or remedies available to Aradyne.

13.4 Effect of Termination.

Upon termination, you shall immediately cease using the Service and all Confidential Information. Termination shall not relieve you of the obligation to pay any Fees accrued prior to the effective date of termination.

13.5 Cancellation; Amounts Due; Refund of Prepaid Fees.

You may cancel the Service at any stage. At any stage of the subscription, you are liable only for the amounts actually due for the Service rendered up to the effective date of cancellation. Any Subscription Fees prepaid in respect of a period after that date are refundable to you on a pro-rata basis, calculated and issued in accordance with Section 9.3 (that is, upon your approval to wipe your frozen environment, or at the end of the frozen period if you give no instruction). Aradyne charges no early-termination penalty, exit fee, or data-rescue charge. This Section 13.5 does not apply to termination by Aradyne under Section 13.6 (Non-Payment) or Section 13.7 (Abuse, Fraud, or Illicit Activity).

13.5A Termination for Convenience by Aradyne.

In addition to its other rights under this Section 13, Aradyne may terminate this Agreement, or any individual subscription, for convenience and for any reason or for no reason, on thirty (30) days’ prior written notice to your account email address. Where Aradyne terminates under this Section 13.5A, Aradyne will refund to you any Subscription Fees you have prepaid in respect of the period after the effective date of termination, on a pro-rata basis, calculated and issued in accordance with Sections 9.3 and 13.5, and the frozen-state access, export, and Customer-controlled wipe process in Section 9.3 will apply so that you may export your Subscriber Data. Termination under this Section 13.5A is without further liability of either Party to the other by reason only of the termination, save for rights, remedies, and obligations accrued before the effective date and for those provisions that survive under Section 14.4. This Section 13.5A does not apply to, and does not limit, termination by Aradyne under Section 13.2 (breach), Section 13.3 (IP breach), Section 13.6 (non-payment), or Section 13.7 (abuse, fraud, or illicit activity), the notice and refund provisions of which govern in those cases.

13.6 Suspension and Termination for Non-Payment.

If any undisputed Subscription Fee is not paid when due, Aradyne will notify you in writing of the missed payment. If the amount remains unpaid, Aradyne may place your tenant environment into the read-only frozen state described in Section 9.3 (with browse and export access retained) ten (10) days after the date of that notice, and may permanently delete your Subscriber Data and terminate this Agreement thirty (30) days after the date of that notice. Reinstatement of full access before deletion is conditional on payment of all amounts then due.

13.7 Suspension for Abuse, Fraud, or Illicit Activity.

Where Aradyne reasonably suspects abuse of the Service, fraud, or illicit, unlawful, or otherwise illegitimate activity, Aradyne will communicate with you without undue delay and may immediately suspend (“freeze”) your access to the Service to protect the Service, Aradyne, and other Subscribers. Suspension under this Section may be imposed without prior notice and without refund of any prepaid Fees. Aradyne may thereafter terminate this Agreement and delete Subscriber Data in accordance with applicable law and any applicable legal-hold or investigatory obligations. This Section operates without prejudice to Aradyne’s rights under Section 4 (Prohibited Conduct), Section 13.3, and the Acceptable Use Policy.

13.8 Fees and Payment; Authorization to Charge.

(a) Currency; taxes.All Subscription Fees are stated and payable in euro (EUR) unless the Order Form specifies another currency, and are exclusive of value-added tax (VAT) and any other taxes and duties, which you shall pay in accordance with Section 14.10.

(b) Invoicing.Base Subscription Fees are invoiced in advance for each subscription period. Additional Usage Charges are invoiced monthly in arrears in accordance with Section 13.11.

(c) Authorization to charge.You authorize Aradyne and its payment processors to charge the payment method you provide and keep on file (the “Payment Method”) for all Subscription Fees as and when they fall due, including recurring Base Subscription Fees on each renewal and any Additional Usage Charges. You shall keep your Payment Method valid and current. Where you pay by invoice rather than a stored Payment Method, undisputed invoices are payable within thirty (30) days of the invoice date.

(d) Disputed amounts.If you dispute any charge in good faith, you shall notify Aradyne in writing within fifteen (15) days of the invoice date, pay all undisputed amounts when due, and cooperate in good faith to resolve the dispute promptly. Aradyne will not suspend the Service under Section 13.6 on account of amounts that are the subject of a bona fide dispute raised in accordance with this Section 13.8(d).

13.9 Annual Price Adjustment.

Aradyne may adjust the Base Subscription Fees and the unit rates set out in the Pricing Schedule with effect from the start of each renewal term. Any such adjustment will be by no less than the percentage change in the Price Index applicable to you over the most recent twelve-month period for which the Price Index has been published as at the date of notice, and may exceed that percentage at Aradyne’s sole discretion (no maximum applies). Where the change in the Price Index is negative, Aradyne is under no obligation to reduce the Fees. Aradyne will notify you of the adjusted Fees by written notice to your account email address at least sixty (60) days before the start of the renewal term to which they apply, so that, if you do not wish to accept the adjusted Fees, you may give notice of non-renewal under Section 13.1 before your non-renewal deadline. Your renewal of the Service after such notice constitutes acceptance of the adjusted Fees. A price adjustment made in accordance with this Section 13.9 is not an amendment requiring separate acceptance under Section 14.7. Aradyne’s not exercising its right to adjust Fees on any occasion is not a waiver of its right to do so on any later occasion.

13.10 Resource Efficiency; Standard Usage Envelope.

The Service is engineered to deliver its functionality with high resource efficiency, including through multi-tenant architecture and the efficient use of compute, storage, network, and AI resources. Your Base Subscription Fees are predicated on resource and AI usage within the standard, efficient usage envelope ordinarily associated with your subscription tier. This Section 13.10 describes Aradyne’s design approach and the basis on which its Fees are set; it is a statement of design philosophy and pricing basis only, is not a representation, condition, or warranty as to performance, resource consumption, or cost, and does not limit the disclaimers in Section 10.

13.11 Additional Usage Charges; Advance Notice.

Where the provision of the Service to you requires, or you request or are expected to require, infrastructure, compute, storage, network, third-party, or AI/model resources beyond the standard usage envelope included in your Base Subscription Fees — including dedicated or additional infrastructure, elevated AI usage, or usage materially exceeding the typical efficient usage for your tier — the resulting Additional Usage Charges will be charged in accordance with the Pricing Schedule and added to your monthly bill, subject to this Section 13.11.

(a) Usage you initiate.Where the additional usage arises from your own configuration, request, election, or use of the Service, the corresponding Additional Usage Charges accrue from the time the usage occurs and are billed automatically. Aradyne will identify such charges on your bill and, where practicable, notify you when your usage is trending toward Additional Usage Charges.

(b) Additional resources Aradyne initiates.Where Aradyne proposes to provision additional or dedicated infrastructure, or other additional resources, that are not triggered by your own usage, Aradyne will notify you in advance of the nature of those resources and the associated Additional Usage Charges, and will not begin charging for them until you have approved them. If you do not approve, Aradyne is under no obligation to provision the additional resources, and the Service will continue to be provided within your existing resource envelope.

(c) Billing.Additional Usage Charges are invoiced monthly in arrears and charged to your Payment Method under Section 13.8(c), notwithstanding that your Base Subscription Fees may be billed annually or for another multi-month period.

(d) Aradyne’s own obligations.Additional Usage Charges do not include, and Aradyne will not pass through to you, costs that Aradyne incurs to meet its own obligations under the SLA or to provide the standard functionality of your subscription tier.

13.12 Variable Infrastructure Costs; Pricing Schedule.

You acknowledge and agree that the underlying costs of infrastructure, compute, storage, network, third-party services, and AI/model usage vary over time and differ according to geographic region, deployment configuration, and usage profile, and that the Additional Usage Charges and the Pricing Schedule reflect those varying costs. Aradyne will use commercially reasonable efforts to publish, and to keep reasonably current, a Pricing Schedule setting out the unit rates for Additional Usage Charges applicable to your region, deployment configuration, and usage profile, and to make the applicable Pricing Schedule available to you on request or within the Service. The Pricing Schedule may be updated by Aradyne from time to time to reflect changes in those underlying costs; an updated Pricing Schedule applies to usage occurring after it is published or notified to you.

14. GENERAL TERMS

14.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law provisions. To the extent that European Union regulations and directives are directly applicable in Cyprus (including but not limited to the GDPR, the EU AI Act, the Digital Services Act, and the Data Act), such EU law shall apply in addition to and take precedence over conflicting provisions of Cyprus national law.

14.2 Jurisdiction.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by negotiation between senior representatives, which either Party may initiate by written notice to the other. If the dispute is not resolved within thirty (30) days of that notice, it shall be subject to the exclusive jurisdiction of the courts situated in Limassol, Cyprus, to which each Party irrevocably submits and waives any objection as to jurisdiction or venue. Nothing in this Section prevents either Party from applying to any court of competent jurisdiction for injunctive or other interim or urgent relief at any time.

14.3 Severability.

If any provision is declared void or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Survival.

Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14, together with any other provision that by its nature should survive, shall survive the termination of this Agreement.

14.5 No Waiver.

The failure of either Party to enforce any provision shall not be deemed a waiver of such provision or the right to enforce it at a later time.

14.6 Assignment.

You may not assign your rights under this Agreement without Aradyne’s prior written consent, except in connection with a merger or acquisition of all or substantially all of your assets.

14.7 Amendment; Updates to Policies, Documents, and Statements.

Aradyne reserves the right to amend this Agreement, and to update, modify, or replace the Privacy Policy, the Data Processing Addendum (DPA), the Service Level Agreement (SLA), the Acceptable Use Policy (AUP), the Documentation, and any other policies, guidelines, notices, or statements published by Aradyne (together with this Agreement, the “Aradyne Documents”), from time to time. Any amendment to this Agreement, or update to an Aradyne Document, is effective thirty (30) days after the updated version is posted on Aradyne’s website, except where a specific Aradyne Document provides its own notice period, in which case that period applies. Your continued use of the Service after the effective date of an amendment or update constitutes acceptance of the updated terms. Where required by applicable law, Aradyne will provide notice of material changes and obtain any consent required.

14.8 Notices.

All notices under this Agreement shall be in writing. Notices to you may be sent to the email address associated with your account. Notices to Aradyne shall be sent to legal@aradyneltd.com or to Aradyne Limited, Orfeos 3a, Nicosia 1070, Cyprus.

14.9 Entire Agreement.

This Agreement, together with the Order Form, the SLA, the DPA, and the Pricing Schedule, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. In the event of a conflict concerning pricing, the Order Form prevails over the Pricing Schedule, and the Pricing Schedule prevails over the general provisions of this Agreement. More generally, in the event of a conflict between the documents comprising this Agreement, the following order of precedence applies (from highest to lowest): (i) the Order Form; (ii) the Data Processing Addendum, the DORA Schedule, the Cloud Switching & Exit Schedule, and (where executed) the Clinical Data Schedule, each in respect of its own subject matter, provided that Part B of the Clinical Data Schedule prevails over the Data Processing Addendum in respect of Clinical Data; (iii) the body of this Agreement; (iv) the SLA, the Acceptable Use Policy, and the Pricing Schedule; and (v) the Documentation. No term contained in any purchase order, vendor-onboarding form, supplier portal, or other ordering or procurement document issued by the Subscriber has any force or effect, and any such terms are expressly rejected, notwithstanding any acknowledgement, signature, or other act by Aradyne that might otherwise indicate acceptance.

14.10 Taxes.

You shall pay all applicable taxes and duties levied by reason of the transaction contemplated under this Agreement, excluding income taxes on Aradyne’s net profits.

14.11 Force Majeure.

Neither Party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, government actions, or disruption of telecommunications or internet services.

14.12 Publicity.

Subject to the Subscriber’s right to opt out as set forth below, Aradyne may identify the Subscriber as a customer of the Service and use the Subscriber’s name, trade name, and logo on Aradyne’s website, in marketing materials, in customer lists, and in case studies. Aradyne shall not publish any case study or detailed description of the Subscriber’s use of the Service without the Subscriber’s prior written consent. The Subscriber may opt out of all publicity uses under this Section 14.12 at any time by providing written notice to legal@aradyneltd.com, in which case Aradyne shall remove the Subscriber’s name and logo from its marketing materials within thirty (30) days of receipt of such notice.

14.13 Export Control and Sanctions.

Each Party shall comply with all applicable export control, customs, and economic-sanctions laws and regulations, including those of the European Union (including Regulation (EU) 2021/821 on dual-use items), the Republic of Cyprus, the United Kingdom, the United States, and the United Nations. You represent and warrant that you and your Authorized Parties are not, and shall not become: (i) located in, organised under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive trade sanctions or embargo; (ii) identified on any list of sanctioned, restricted, or denied parties maintained by the European Union, the United Kingdom, the United States (including the U.S. Treasury Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List), or the United Nations; or (iii) owned or controlled by, or acting on behalf of, any such party. You shall not use, export, re-export, or otherwise make the Service available in violation of any such laws, and shall not use the Service for any prohibited end-use, including any military, weapons-of-mass-destruction, or proliferation end-use.

14.14 Anti-Bribery and Anti-Corruption.

Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, and the anti-corruption laws of the Republic of Cyprus, and shall not, directly or indirectly, offer, promise, give, request, agree to receive, or accept any bribe, kickback, or other improper financial or other advantage in connection with this Agreement.

14.15 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Except as expressly stated, nothing in this Agreement, whether express or implied, confers on any third party any right, benefit, or remedy, and no person who is not a Party may enforce any of its terms. Nothing in this Section affects the statutory rights of a data subject under applicable data-protection law.

14.16 Relationship of the Parties.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the Parties, and neither Party has authority to bind the other or to incur obligations on the other’s behalf.

14.17 Limitation of Actions.

Except for (i) Aradyne’s claims for non-payment of Fees and (ii) any liability referred to in Section 11.0, and to the fullest extent permitted by applicable law, neither Party may bring any claim or action arising out of or relating to this Agreement more than twelve (12) months after the cause of action first accrued.