Soply License Agreement

Soply hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software by your Authorized Users, in accordance with the roles and permissions configured by you, solely for your internal business purposes and subject to this Agreement.

“Authorized Users” means employees, contractors, or agents authorized by Customer to access the Software under Customer’s account.

You shall not:

• Copy, modify, or create derivative works of the Software;
• Reverse engineer, decompile, or disassemble the Software;
• Use the Software to create a competing product;
• Sell, resell, rent, lease, or otherwise commercially exploit the Software;
• Interfere with or circumvent the Software’s security features or usage limits;
• Attempt to bypass, escalate, or misuse role-based permissions or access controls;
• Upload any unlawful, harmful, or infringing content into the system.

All intellectual property rights in and to the Software, including all improvements, modifications, and derivatives, are and shall remain the sole property of Soply or its licensors. This Agreement does not convey any ownership rights to the Customer.

You retain all rights to the data you upload (“Customer Data”). You grant Soply a limited license to use, process, and analyze Customer Data solely to provide and improve the Software, including performance analytics, support, and AI model optimization. All data used for model improvement shall be anonymized.

To the extent Customer Data includes personal data under applicable data protection laws, Customer acts as the data controller and Soply acts as the data processor. Data processing shall be governed by Soply’s Data Processing Agreement, which is incorporated by reference into this Agreement.

The Software may generate AI-assisted content. You acknowledge that:

• AI outputs are generated without human review and may contain inaccuracies;
• You are solely responsible for reviewing and validating any AI-generated content before use;
• Soply disclaims all liability for actions taken based on AI outputs.

This disclaimer does not limit Soply’s obligations regarding data protection, confidentiality, or security under this Agreement.

Each party agrees to protect the other party’s confidential information and not disclose it to third parties except as required by law or to provide the Software. Soply shall implement reasonable technical and organizational measures designed to protect the security, confidentiality, and integrity of the Software and Customer Data.

The Software is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, or non-infringement. Any service levels, availability commitments, or support obligations are defined, if at all, in the applicable service agreement or order form.

To the fullest extent permitted by law:

• Soply’s total liability under this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim;
• Soply shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including lost profits, loss of data, or business interruption.

Customer shall comply with all applicable laws and regulations related to its use of the Software and shall be responsible for the acts and omissions of its Authorized Users, ensuring they are aware of and comply with this License Agreement.

Role-Based Access Control

The Software includes role-based access control features that allow Customer to assign permissions to Authorized Users. Customer is solely responsible for:

• configuring roles and permissions;
• managing user access, including adding, removing, or modifying Authorized Users;
• ensuring permissions granted are appropriate for each user’s responsibilities.

Soply shall not be liable for unauthorized access, data exposure, or misuse arising from Customer’s configuration or management of roles or permissions.

This license will terminate automatically:

• upon expiration or termination of the main service agreement; or
• if the Customer breaches any term of this License Agreement.

Soply may suspend or restrict access to the Software, including specific users or roles, if it reasonably believes that Customer’s use or configuration violates this Agreement or poses a security risk.

Upon termination, Customer must cease all use of the Software and destroy or return all related materials in its possession.

Soply may update this License Agreement from time to time. Any changes will be posted at https://soply.io/license or communicated through the Customer dashboard. Continued use of the Software after such notice constitutes acceptance of the modified terms.

This Agreement shall be governed by the laws of the Netherlands. Any dispute arising under or in connection with this Agreement shall be resolved by the courts of Amsterdam, unless otherwise agreed in writing.

This Agreement, together with the main service agreement, Data Processing Agreement, and Privacy Policy, constitutes the entire agreement between the parties concerning the Software and supersedes all prior agreements or understandings.