Subscription Terms of Service

IMPORTANT – PLEASE READ CAREFULLY.By accessing or using the PeakSpitz AIERP™ platform (the “Service”), clicking “I Agree,” “Accept,” or any similar button, or by creating an account, you acknowledge that you have read, understood, and agree to be bound by these Subscription Terms of Service (this “Agreement”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not agree to these terms, do not access or use the Service.

This Agreement is between you (“Subscriber,” “you,” or “your”) and Aradyne Limited LTD, 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

“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.

“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 AIERP™, 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.

“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 AIERP™, 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, as set forth in the Order Form.

“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.

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.

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, constitutes a low-risk AI system within the meaning of Article 6 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 high-risk, unacceptable-risk, or general-purpose AI system under the EU AI Act. Aradyne commits to maintaining transparency obligations applicable to low-risk AI systems, including clearly disclosing to Users that they are interacting with an AI system.

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 beyond low-risk, 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.

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 exceeds the low-risk classification or that would constitute a 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.

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 [email protected], 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://en-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.

Upon termination of this Agreement, Subscriber Data shall be made available to you for export for a period of thirty (30) days. Thereafter, all Subscriber Data shall be deleted, subject to applicable legal retention requirements.

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 Subscriber shall notify Aradyne in writing prior to, or promptly after, entering into this Agreement. Upon receipt of such notification, Aradyne shall make available a supplementary DORA Addendum addressing: (i) Aradyne’s obligations as a third-party ICT service provider under Article 28 of DORA; (ii) information security and incident reporting requirements under Articles 17–23 of DORA; (iii) audit and access rights of the Subscriber and its competent authorities under Article 28(3) of DORA; and (iv) exit strategy and data portability provisions under Article 28(8) of DORA. The DORA Addendum, once executed, shall be incorporated into and form part of this Agreement. Nothing in this Section 9.4 shall relieve the Subscriber of its own obligations under DORA, including the Subscriber’s responsibility to assess and manage ICT third-party risk in accordance with Article 28 of DORA.

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.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages.

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.

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.

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.

12. INDEMNIFICATION

12.1 By Aradyne.

Aradyne will indemnify and hold you harmless against claims by an unaffiliated third party that the Service infringes its Intellectual Property Rights, provided you give prompt notice, sole control of the defence, and full cooperation.

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 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.

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. Aradyne may terminate upon fifteen (15) days’ notice for failure to pay Fees.

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.

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.

Any dispute arising out of or in connection with this Agreement shall be resolved in the courts situated in Limassol, Cyprus. Each Party irrevocably consents to the jurisdiction of such courts and waives any objections to such jurisdiction or venue. Each Party waives any right to jury trial.

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, 10, 11, 12, and 14 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.

Aradyne reserves the right to amend this Agreement from time to time. Any amendment is effective thirty (30) days after the updated version is posted on Aradyne’s website. Your continued use of the Service after an amendment constitutes acceptance of the updated terms.

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 [email protected] or to Aradyne Limited LTD, Orfeos 3a, Nicosia 1070, Cyprus.

14.9 Entire Agreement.

This Agreement, together with the Order Form, the SLA, and the DPA, 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.

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 [email protected], 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.