Soply License Agreement

Effective Date: 01.04.2025

Version: 1.0

Company: Soply B.V. ("Soply")

Product: Soply (the "Software")

This License Agreement (“Agreement”) is a legal agreement between the Customer (“You” or “Customer”) and Soply Technologies B.V. regarding the use of Soply’s software and services. By accessing or using Soply, you agree to the terms of this License Agreement.

1. Grant of License

Soply hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business purposes and subject to this Agreement.

2. Restrictions

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;

- Upload any unlawful, harmful, or infringing content into the system.

3. Ownership

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.

4. Customer Data

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.

5. AI Output Disclaimer

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.

6. Confidentiality

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 service.

7. Warranty Disclaimer

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.

8. Limitation of Liability

To the fullest extent permitted by law:

- Soply’s total liability under this Agreement shall not exceed the fees paid by Customer in the past twelve (12) months;

- Soply shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including lost profits or business interruption.

9. Compliance and Use

Customer shall comply with all applicable laws and regulations related to their use of the Software and ensure their users are aware of and comply with this License Agreement.

10. Termination

This license will terminate automatically:

- Upon expiration or termination of the main service agreement;

- If the Customer breaches any term of this License Agreement.

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

11. Modifications

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.

12. Governing Law

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.

13. Entire Agreement

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