END USER SOFTWARE LICENSE AGREEMENT

This Software License Agreement (“Agreement”) is entered into by and between:

Cloud Ursa Ltd., a company registered in the United Kingdom under company number 10224582, with its registered office located at The Bungalow, Hive Road, Ely, CB6 2LE (“Licensor” or “Cloud Ursa Ltd.”)
and
You (the “Licensee“), who is either an individual or an entity that has agreed to the terms of this Agreement by installing, using, or accessing the software product RingsTrue (“Software”).

RECITALS

WHEREAS, Licensor has developed and owns the software product RingsTrue (“Software”);
AND WHEREAS, the Licensee desires to use the Software subject to the terms and conditions of this Agreement;

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:

Software: The product RingsTrue, including any associated media, documentation, updates, or enhancements provided by Licensor.

License: The right granted to the Licensee to use the Software as set forth in this Agreement.

User: Any individual or entity authorized by the Licensee to use the Software under this License.

License Term: The duration of the License granted under this Agreement, as specified in the applicable purchase or subscription agreement, or as otherwise agreed.

Confidential Information: Any proprietary information, data, or materials shared by Licensor, including but not limited to source code, business plans, and technical documentation, which are not publicly available.

2. GRANT OF LICENSE

2.1 License to Use the Software
Subject to the terms and conditions of this Agreement, Cloud Ursa Ltd. grants to the Licensee a non-exclusive, non-transferable, revocable license to install and use the Software during the License Term solely for its internal business purposes or personal use (as applicable), and in accordance with any limitations specified in the accompanying documentation or purchase agreement.

2.2 Restrictions

The Licensee shall not:

Copy, distribute, sublicense, lease, or rent the Software;

Modify, decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;

Use the Software in a manner that violates any applicable laws or regulations;

Transfer, assign, or sublicense the Software or the License to any third party without the prior written consent of Cloud Ursa Ltd.;

Remove, alter, or obscure any copyright or proprietary notices contained in or on the Software.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership

The Software and all associated intellectual property rights, including any copyrights, patents, trademarks, and trade secrets, are owned exclusively by Cloud Ursa Ltd. and its licensors. Nothing in this Agreement shall be construed as transferring any ownership rights in the Software to the Licensee.

3.2 Licensee Data

Cloud Ursa Ltd. does not claim ownership of any data, content, or information that the Licensee inputs or generates using the Software, but grants the Licensee a right to use the Software to process such data in accordance with the terms of this Agreement.

4. SUPPORT AND MAINTENANCE

4.1 Support Services

Cloud Ursa Ltd. may provide support services for the Software during the License Term, subject to the availability of such services. Support services may include troubleshooting, updates, bug fixes, and general technical assistance, but are not guaranteed.

4.2 Updates and Upgrades

Cloud Ursa Ltd. may, at its discretion, provide updates or upgrades to the Software. The Licensee acknowledges that such updates or upgrades may be subject to additional terms, and the continued use of the Software following such updates or upgrades constitutes acceptance of those terms.

5. CONFIDENTIALITY

5.1 Obligations of Confidentiality

The Licensee agrees to keep confidential any proprietary or confidential information disclosed by Cloud Ursa Ltd. in connection with the Software. The Licensee will take all reasonable precautions to prevent the unauthorized disclosure of such information.

5.2 Exceptions

The obligations of confidentiality shall not apply to information that:

Is or becomes publicly available without breach of this Agreement;

Was independently developed by the Licensee without reference to the confidential information;

Is required to be disclosed by law or regulation.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Liability

To the fullest extent permitted by law, Cloud Ursa Ltd. shall not be liable to the Licensee or any third party for:

Any loss of profits, revenue, or data, or for indirect, consequential, special, incidental, or punitive damages arising out of or related to the use of the Software;

Any errors, omissions, or bugs in the Software that result in damage or loss.

6.2 Liability Cap

The total aggregate liability of Cloud Ursa Ltd. arising from any claims related to the Software, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount paid by the Licensee for the Software during the 12 months preceding the claim.

6.3 No Warranty

The Software is provided “as-is” and “as available,” and Cloud Ursa Ltd. makes no representations or warranties of any kind, express or implied, regarding the Software, including but not limited to:

Any warranties of merchantability, fitness for a particular purpose, or non-infringement;

That the Software will be error-free or operate without interruption.

7. TERM AND TERMINATION

7.1 Term

This Agreement shall begin on the date of acceptance by the Licensee and shall continue for the duration of the License Term unless terminated earlier in accordance with the provisions of this Agreement.

7.2 Termination for Convenience

Either party may terminate this Licnsee Agreement by providing written notice to the other party at least thirty (30) days in advance of the intended termination date.

In instances where a minimum contract duration has been agreed, the cancellation fee will be equal to the remaining contract length.

7.3 Termination for Breach

Cloud Ursa Ltd. may terminate this Agreement immediately if the Licensee breaches any material term of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice of the breach.

7.4 Consequences of Termination

Upon termination of this Agreement, the Licensee must immediately cease all use of the Software and destroy all copies of the Software in their possession. Any provisions of this Agreement that by their nature should survive termination will remain in effect, including provisions relating to confidentiality, intellectual property, and limitation of liability.

8. DATA PROTECTION AND PRIVACY

8.1 Compliance with Data Protection Laws

Both parties agree to comply with the applicable data protection laws, including the General Data Protection Regulation (GDPR) and the UK Data Protection Act 2018, in the processing of any personal data collected or processed in connection with the Software.

8.2 Data Processing Agreement

Where applicable, a separate Data Processing Agreement (DPA) will be entered into to govern the processing of personal data between the parties.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through mediation or, if unsuccessful, through arbitration in accordance with the rules of the London Court of International Arbitration (LCIA).

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior agreements, understandings, or communications between the parties, whether oral or written, with respect to the Software.

10.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

10.3 Waiver

No waiver of any provision of this Agreement shall be deemed to be a waiver of any other provision or of any subsequent breach of the same or any other provision.

10.4 Assignment

The Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Cloud Ursa Ltd.

By using the Software, the Licensee acknowledges that they have read, understood, and agree to be bound by the terms and conditions set out in this Agreement.

Cloud Ursa Ltd