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Contextal Platform End User License Agreement

Effective Date: May 13, 2025

IMPORTANT NOTE: PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE CONTEXTAL PLATFORM SOFTWARE ("SOFTWARE").

THIS EULA IS AN AGREEMENT BETWEEN YOU ("YOU," "USER," OR "YOUR") AND CONTEXTAL PROSTA SPÓŁKA AKCYJNA (POLISH SIMPLE JOINT STOCK COMPANY) WITH ITS REGISTERED SEAT IN TORUŃ, KOŁŁĄTAJA 18A/8 STREET, ZIP CODE 87-100 TORUŃ, POLAND, ENTERED INTO THE REGISTER OF ENTREPRENEURS OF THE NATIONAL COURT REGISTER UNDER KRS NO. 0001009552 ("COMPANY", "WE," "OUR," OR "US"). BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE SOFTWARE YOU, AND THE PERSON OR ENTITY ON BEHALF OF WHICH THE INDIVIDUAL INSTALLING THE SOFTWARE IS ACTING, (1) UNCONDITIONALLY AGREES TO THE TERMS OF THIS AGREEMENT (2) ENSURES THAT ALL USERS' USE OF THE SOFTWARE SHALL BE IN ACCORDANCE WITH THIS EULA AND SHALL BE RESPONSIBLE FOR THE COMPLIANCE OF THOSE USERS WITH THE TERMS OF THIS EULA AS IF SUCH USER WERE A PARTY HERETO [BY "USERS" WE MEAN ANY INDIVIDUAL WHO, REGARDLESS OF LEGAL BASIS OR ROLE, IS WORKING FOR THE PERSON OR ENTITY ON BEHALF OF WHICH THE INDIVIDUAL INSTALLING THE SOFTWARE IS ACTING]. IF YOU DO NOT WANT TO BE BOUND BY THIS AGREEMENT YOU SHALL NOT BE ABLE NOR ENTITLED TO ACCESS OR OTHERWISE USE THE SOFTWARE.

1. License Grant​

1.1 Subject to the terms and conditions of this Agreement, Company grants You a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to install and use the Software either (a) on a single device, or (b) in a clustered or private cloud environment utilizing multiple devices or virtual machines, provided that the total use of the Software remains within the scope of the license(s) obtained. Each instance of the Software deployed in such environments must be properly licensed, and use must conform to any applicable usage limits or metrics set forth in the applicable order form, documentation, or licensing terms.

1.2 The Software is available with two license types:

  • Free Edition: The Free Edition comes with a standard set of features and without any support. It is intended for professional, non-profit activities and can be used for free by:

    • Individual Professional Users conducting business activity,
    • Small Companies: Companies with up to 50 employees – considering the entire commercial group (parent companies, subsidiaries, etc.)
    • Academic Institutions, Non-Governmental Organizations (NGOs), and Similar Entities: These entities may use the Free Edition without any time limit for their educational, research, or non-profit activities.

  • Business Edition: The Software may be offered in various paid tiers, potentially with additional features and support. The Business Edition is intended for entities that don't qualify for the Free Edition or want to use the Software directly in for-profit activities. The Business Edition comes with a 30-day trial period (which does not include any commercial support), after which a license key should be purchased to continue using the Software.

1.3 You shall not directly, or indirectly and shall not attempt to, or permit anyone else to:

  • copy, distribute, or disclose any part of the Software in any medium, including without limitation by any automated or non-automated "scraping."
  • modify, adapt, translate, or create derivative works based on the Software.
  • reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • sublicense, resell, rent, lease, loan, distribute, market, transfer rights or usage to the Software or any modified version or derivative work of the Software.
  • use the Software for any purpose that is illegal or beyond the scope of the Software's intended use (as determined solely by Company).

1.4 You agree not to remove, alter, or obscure any proprietary notices (including copyright, trademark, and proprietary notices) on the Software.

1.5 The Software may contain third-party components that are subject to separate licensing terms. By using the Software, you agree to comply with all applicable third-party licensing terms. A list of third-party components and their respective licensing terms can be found on the Software's information screen or the Company's website.

2. Intellectual Property Rights​

2.1 All rights, title, and interest in and to the Software, including all intellectual property rights, are and shall remain the exclusive property of Company or its licensors. This Agreement does not grant you any rights to use the trademarks, logos, or service marks of Company.

2.2 Except for the limited license expressly granted herein, no license is granted to you or implied under any intellectual property rights owned or controlled by Company or its licensors.

3. Installation and Use​

3.1 You may install the Software on a single device or, if applicable, in a clustered or private cloud environment involving multiple devices or virtual machines, provided that each installation or instance is properly licensed in accordance with the terms provided by Company.

3.2 Company may provide updates, upgrades, or patches to the Software from time to time. It is highly recommended to install such updates and understand that failing to do so may result in reduced functionality or security of the Software.

3.3 Unless explicitly stated otherwise, Company does not guarantee any specific service level or uptime for the Software.

3.4 The Software may be subject to certain usage limits, such as the number of queries, files processed, or other similar metrics. Usage beyond these limits may require the purchase of an additional license or result in limited functionality.

4. Data Collection and Privacy​

4.1 The Software does not collect, transmit, or transfer any data to Company.

4.2 You are responsible for ensuring that your use of the Software complies with all applicable laws and regulations regarding the collection, storage, and processing of data, including personal data.

5. Support and Maintenance​

5.1 Paid versions of the Software may include support services as specified in the purchase agreement or applicable documentation. Company will provide such support with reasonable skill and care.

5.2 Company reserves the right to discontinue support for older versions of the Software, which may include stopping the provision of updates, bug fixes, or technical support for such versions.

6. Fees and Payment​

6.1 If You have purchased a paid version of the Software, You agree to pay all fees associated with the license in accordance with the pricing and payment terms provided at the time of purchase. The license key would only be issued after all agreed fees are accounted on Company's bank account.

6.2 You are responsible for all applicable taxes, including but not limited to sales, use, and value-added taxes, unless otherwise specified by Company.

6.3 All sales are final. Refunds may be provided at the sole discretion of Company in accordance with applicable law.

6.4 If You believe that a billing error has occurred, You must notify Company in writing within 30 days of the charge date.

7. Warranties and Disclaimers​

7.1 Company warrants that, for thirty (30) days following the date of purchase of Business Edition Software's license, the Software will be capable of functioning substantially in accordance with its technical specifications, provided it was properly installed and used with the proper version of the Contextal Platform technology, for which it was designed. Company does not warrant that the Software will meet Your requirements, that the Software will operate in the combinations that You may select for execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. When you use the Software, you are doing so at Your own risk. The warranty set forth in this Section 7 does not apply to the extent that Company provides you with the Software free of charge, and especially it does not apply to the Free Edition license and the 30-day trial period of the Business Edition license. This warranty is VOID if failure of the Software is due to accident, negligence, abuse, improper installation or misuse of the Software.

7.2 Except for the limited warranty provided above, the Software is provided on an "as is" and "as available" basis without any warranties [including statutory warranties] of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

7.3 Company does not warrant that the Software will be uninterrupted, errorfree, secure, or that any defects will be corrected.

7.4 The Software may provide access to third-party content, which is provided "as is." Company makes no warranties or representations regarding the accuracy, reliability, or availability of any third-party content and assumes no liability for any such content.

7.5 If Company is promptly notified in writing within the 30-day warranty period promptly upon discovery of the nonconformity and examination of the Software discloses that such nonconformity exists, Your sole and exclusive remedy for breach of the limited warranty shall be, at Company's discretion, either (i) repair or replacement of the Software, or (ii) a refund of the fees paid for the affected Software, covering the period from when the nonconformity occurred until the end of the existing license term.

8. Limitation of Liability​

8.1 We limit our liability as much as legally allowed. Our responsibility for damages is excluded or otherwise reduced to the maximum extent permitted by applicable law. In no event shall the Company be liable for any damages in case of Company's lack of due diligence, negligence or gross negligence.

8.2 To the fullest extent permitted by applicable law, in no event shall Company, its affiliates, officers, directors, employees, agents, licensors, or partners be liable to You for any indirect, incidental, special, punitive, or consequential damages whatsoever, including but not limited to damages for loss of profits, goodwill, data, or other intangible losses, arising out of or related to Your use of or inability to use the Software, even if Company has been advised of the possibility of such damages.

8.3 In no event shall Company's total liability to You for all damages, losses, and causes of action arising out of or related to this Agreement exceed the amount paid by You for the Software for the period of the existing license term prior to the occurrence of the circumstances causing the damage.

8.4 Company shall not be liable for any loss of data, including but not limited to accidental or unauthorized deletion, corruption, or inability to access data due to system or software failures.

8.5 Company does not guarantee the security of the Software and shall not be liable for any unauthorized access, use, or disclosure of data resulting from a breach of security.

9. Indemnification​

9.1 You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and partners from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from Your use of the Software, violation of this Agreement, or infringement of any intellectual property or other rights of any third party.

9.2 Company shall promptly notify You of any claim for which it seeks indemnification under this Agreement, provided that any delay in notice shall not relieve You of Your indemnification obligations unless such delay materially prejudices Your ability to defend the claim.

10. Confidentiality​

10.1 "Confidential Information" means the Software (both object and source code), the accompanying documentation, any consultancy deliverable and related specification and all related technical and financial information and any information, technical data or know-how, including, without limitation, that relates to computer software programs or documentation, specifications, source code, object code, license keys, research, inventions, processes, designs, drawings, engineering, products, services, licensees, prices, markets or finances of the disclosing party (either You or Company) that (i) has been marked as confidential or proprietary; (ii) is identified as confidential at the time of disclosure either orally or in writing; or (iii) due to its character and nature, a reasonable person under like circumstances would understand to be confidential.

10.2 The receiving party ("Receiving Party") may use the Confidential Information of the disclosing party ("Disclosing Party") solely for the purpose of this Agreement and shall not disclose the Confidential Information to any third party, other than to employees, contractors and advisors of the Receiving Party who need to have access to and knowledge of the Confidential Information solely for the purpose authorized above and provided that each such employee, contractor and advisor is subject to use and disclosure restrictions that are at least as protective as those set forth herein. The Receiving Party shall exercise the same care, but not less than reasonable care, it uses to safeguard its own Confidential Information or similar nature and importance, but no less than reasonable care. Confidential Information disclosed to the Receiving Party by any affiliate or agent of the Disclosing Party is subject to this Agreement.

10.3 The Receiving Party shall have no obligation of confidentiality with respect to information that (i) was rightfully in possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party as established by documentary evidence; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality, provided that such source is not and was not prohibited from disclosing such information to the Receiving Party by a legal, fiduciary or contractual obligation; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; or (v) is disclosed by the Receiving Party pursuant to and in accordance with a valid order issued by a court or government agency, provided that the Receiving Party provides (a) to the extent it may legally do so, prior written notice to the Disclosing Party of such order and (b) the Disclosing Party prior opportunity to oppose or restrict such disclosure.

11. Governing Law and Jurisdiction​

11.1 This Agreement shall be governed by and construed in accordance with the Polish law, without regard to its conflict of laws principles, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11.2 You agree to submit to the exclusive jurisdiction of the court competent for the registered office of Company, to resolve any legal matter arising from this Agreement.

11.3 Before seeking legal remedies, You agree to attempt to resolve any dispute by contacting Company. If a dispute is not resolved within 30 days of the initial notice, either party may initiate legal proceedings.

12. Termination​

12.1 You may terminate this Agreement at any time by uninstalling the Software and ceasing all use of the Software.

12.2 Company may terminate this Agreement immediately, with or without notice, if You fail to comply with any term or condition of this Agreement.

Upon termination, all rights granted to You under this Agreement will cease, and You must destroy all copies of the Software.

12.3 Upon termination of this Agreement, You will immediately cease all use of the Software and destroy any copies of the Software in Your possession or control. Sections 2, 4, 6, 7, 8, 9, 10, 11, and 12 of this Agreement will survive termination.

12.4 Upon termination of this Agreement due to reasons attributable to You, no refund of any fees paid for the Software will be provided.

13. Miscellaneous​

13.1 This Agreement, together with any applicable purchase agreements or Company's terms of sale, constitutes the entire agreement between You and Company with respect to the Software and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties.

13.2 Company reserves the right to modify this Agreement at any time. Any changes will be effective within 30 days after posting on the Software's information page or our website. Shall there be any substantial changes to this Agreement, the users of the Business Edition will be informed via email, and users of the Free Edition are responsible for checking regularly Software's information screen and our website. Your continued use of the Software following the posting of any changes constitutes Your acceptance of those changes.

13.3 If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect. Upon such a determination, the parties agree to negotiate in good faith to modify the affected provision in a way that most closely reflects the original intent of the parties while ensuring the enforceability and continued use of the Software to the fullest extent possible as initially intended.

13.4 The failure of Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

13.5 You may not assign this Agreement or any rights or obligations under this Agreement without the prior written consent of Company. Any attempted assignment without such consent will be null and void.

13.6 Company shall not be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, riots, terrorism, epidemics, labor disputes, embargoes, government orders, or any other force majeure event.

14. Contact Information​

If you have any questions or concerns about this Agreement, please contact us at: Contextal, P.S.A., Kołłątaja 18A/8 Street, 87-100 Toruń, Poland; e-mail: info@contextal.com