Alefbits Master End User License Agreement (Software Products)

This Master End User License Agreement (the "Agreement") is entered into between Alefbits GmbH ("Licensor") and the entity identified on the applicable Order Form ("Licensee"), and governs Licensee's use of the Alefbits software products identified on the Order Form (e.g. the UCAN Studio platform).

1. Structure of the Agreement

1.1 This Agreement consists of this master document plus the Schedules and Addenda applicable to the part numbers on the Order Form:

1.2 Order of precedence: Order Form → Addenda → Schedules → this master document.

1.3 Procurement through authorized channel. Licensee may procure licenses and hardware through a Licensor-authorized distributor or reseller. In that case (a) this Agreement nevertheless applies directly between Licensor and Licensee; (b) "Order Form" includes the authorized channel partner's corresponding order documentation identifying Licensee as end user; (c) commercial terms (price, payment) are between Licensee and the channel partner, while license grant, entitlements and support entitlement derive from Licensor's records; and (d) the channel partner is not authorized to modify this Agreement or grant rights beyond it.

2. Definitions

• "Software" — the Alefbits software product(s) licensed on the Order Form (e.g. the UCAN Studio platform), including desktop applications, backend services, SDK, CLI, headless agent runtime, and any Add-On Packs licensed on the Order Form, in object-code form, together with Documentation.
• "Add-On Pack" — a separately licensed extension (e.g. charging simulators, conformance suites, AI capabilities).
• "Node-Locked License (NL)" — a license bound to a single identified machine (host ID). One NL seat licenses one machine.
• "Floating License (FLT)" — a counted license served by a Licensee-hosted license server; the number of purchased slots limits the number of concurrently running licensed instances. Client machines are not individually bound.
• "M&S" — Maintenance & Support as described in Schedule 3.
• "Order Form" — Licensor's quote or order confirmation listing part numbers, quantities, prices and term.

3. License grant

3.1 Subject to payment and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Software identified on the Order Form, in the license model (NL/FLT) and for the term (perpetual/subscription) designated by each part number, solely for Licensee's internal business purposes.

3.2 Node-locked seats. Each NL seat may be installed and used on the one machine whose host ID it was activated against. Add-On seats must be bound to the same machine as the base-product seat they extend (e.g. UCAN Studio Core). Rehosting is permitted per the published rehost policy (currently two rehosts per license per contract year).

3.3 Floating slots. Licensee may operate a license server on infrastructure under its control (on-premises or in Licensee's cloud account) and allow any number of client machines to check out slots, provided concurrent usage never exceeds the purchased slot count. Circumventing concurrency counting (including linger/heartbeat manipulation) is a material breach.

3.4 SDK outputs. Scripts, behaviors, test suites, topologies, dashboards and other artifacts created by Licensee using the Software are Licensee's property. Redistribution of the Software itself, the SDK runtime, or license files is prohibited.

3.5 Backup/cold-standby copies are permitted provided they are not used concurrently with production installations.

4. Restrictions

Licensee shall not: (a) reverse engineer, decompile or disassemble the Software except to the extent mandatory law permits; (b) circumvent, disable or interfere with the license manager or feature gating; (c) rent, lease, lend, or provide the Software as a service bureau or hosted offering to third parties; (d) use the Software to develop a competing product; (e) remove proprietary notices; (f) use evaluation licenses for productive work.

5. Third-party and open-source components

The Software includes third-party and open-source components licensed under their own terms (delivered in the THIRD-PARTY-NOTICES file). FlexNet Publisher components are subject to Flexera's redistribution terms. To the extent an open-source license conflicts with this Agreement for a given component, the open-source license prevails for that component.

6. Ownership

The Software is licensed, not sold. Licensor and its licensors retain all right, title and interest in the Software and Documentation.

7. Confidentiality

Pricing, license keys, non-public Documentation and product roadmaps are Licensor's Confidential Information. Licensee's projects, traces, databases and test IP processed by the Software are Licensee's Confidential Information. The Software does not transmit Licensee content to Licensor (see Addendum A for AI model traffic, which flows to the model provider selected and contracted by Licensee).

8. Limited warranty; IP indemnity

8.1 Licensor warrants for ninety (90) days from delivery that the Software substantially conforms to the Documentation. Licensor's sole obligation for breach is repair, replacement, or refund of the affected license fee.

8.2 EXCEPT AS EXPRESSLY STATED, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SOFTWARE IS AN ENGINEERING TOOL; LICENSEE REMAINS SOLELY RESPONSIBLE FOR THE SAFETY, HOMOLOGATION AND RELEASE DECISIONS CONCERNING ITS OWN PRODUCTS.

8.3 IP indemnity. Licensor will defend Licensee against third-party claims that the unmodified Software, as delivered and used per the Documentation, infringes a copyright, trade secret or patent, and will pay resulting damages finally awarded (or settlements Licensor agrees to), provided Licensee gives prompt notice, sole control of the defense to Licensor, and reasonable cooperation. If a claim arises, Licensor may procure the right to continue use, modify or replace the Software with functional equivalence, or — as last resort — terminate the affected license and refund the fee (perpetual: depreciated straight-line over five years; subscription: pro-rated prepaid amounts). This Section does not apply to claims arising from: combinations with items not supplied by Licensor, Licensee's modifications or scripts, AI-generated artifacts, use contrary to the Documentation, or use after Licensor provided a non-infringing update. THIS SECTION STATES LICENSOR'S ENTIRE LIABILITY FOR IP INFRINGEMENT.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, DATA OR USE. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTHING LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Verification / audit

No more than once per contract year, on 30 days' notice, Licensor may request a self-declaration of deployment and, for floating licenses, the license server usage logs. A formal on-site audit requires reasonable cause. Shortfall usage is remedied by purchasing the missing licenses at then-current list price (no retroactive penalties absent willful circumvention).

11. Term and termination

11.1 This Agreement remains in force while any license or M&S term is active. Either party may terminate for material breach uncured 30 days after written notice.

11.2 On termination for Licensee's uncured breach: subscription licenses end; perpetual licenses survive only if the breach is not a breach of Sections 3 or 4. Sections 6–10 and 12 survive termination.

12. General

Export-control compliance; no assignment without consent (except to a successor in interest); notices in writing; governing law and venue: Germany, courts of Munich (to be confirmed on the Order Form where deviating); entire agreement; amendments in writing. Purchase-order terms are void.