SaaS License Agreement

Aribot — Cloud Security & Compliance Platform

Effective Date: [EFFECTIVE DATE]

Last Updated: [EFFECTIVE DATE]

This SaaS License Agreement ("Agreement") is entered into as of the Effective Date by and between:

Licensor: Aristiun Samsad B.V., a company incorporated under the laws of the Netherlands ("Aristiun" or "Licensor")

and

Licensee: The entity or individual identified in the applicable Order Form or account registration ("Customer" or "Licensee")

collectively referred to as the "Parties" and individually as a "Party."

This Agreement governs the Customer's access to and use of the Aribot cloud security and compliance platform ("Platform"), available at https://aribot.ayurak.com, and is supplemented by any Order Form executed between the Parties.

1. Definitions

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting securities.

1.2. "Authorized Users" means the Customer's employees, contractors, and agents authorized by Customer to access the Platform, up to the number specified in the applicable Order Form or Subscription Plan.

1.3. "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, including technical, business, financial, and operational information, whether disclosed orally, in writing, or electronically. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction.

1.4. "Customer Data" means all data, content, code, configurations, and information uploaded, submitted, or transmitted to the Platform by or on behalf of Customer.

1.5. "Documentation" means the user guides, API documentation, help articles, and other technical materials made available by Aristiun describing the Platform's features and functionality.

1.6. "Order Form" means a written or electronic document executed by the Parties specifying the Subscription Plan, number of Authorized Users, fees, subscription term, and any additional terms.

1.7. "Platform" means the Aribot cloud security and compliance SaaS platform, including all features, updates, APIs, and related services.

1.8. "Subscription Plan" means the specific tier of service selected by Customer, as described in the applicable Order Form or on the Aribot pricing page.

1.9. "Subscription Term" means the initial period specified in the Order Form and any renewal periods.

2. Grant of License

2.1. License Grant. Subject to the terms of this Agreement and payment of all applicable fees, Aristiun grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes in accordance with the applicable Subscription Plan and Documentation.

2.2. Scope. The license granted hereunder permits:

• Access to the Platform by the number of Authorized Users specified in the Order Form;
• Use of all features included in the applicable Subscription Plan;
• Generation and download of security reports, threat assessments, and compliance findings;
• Integration with Customer's cloud infrastructure accounts via the Platform's documented connectors;
• Use of the Platform's APIs in accordance with published rate limits and documentation.

2.3. Affiliate Use. Customer's Affiliates may use the Platform under this Agreement, provided that: (a) Customer is responsible for its Affiliates' compliance with this Agreement; (b) Affiliate usage counts toward Customer's licensed user limits; and (c) Customer is liable for its Affiliates' acts and omissions.

3. License Restrictions

3.1. Customer shall not, and shall not permit any third party to:

(a) Sublicense, resell, rent, lease, or lend access to the Platform to any third party;

(b) Copy, modify, or create derivative works of the Platform or any component thereof;

(c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by applicable law (including Article 6 of EU Directive 2009/24/EC);

(d) Use the Platform for competitive purposes, including benchmarking, competitive analysis, or development of a competing product or service;

(e) Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;

(f) Access the Platform in order to build a similar or competitive product or service;

(g) Exceed the usage limits specified in the applicable Order Form or Subscription Plan;

(h) Use the Platform to process data in violation of applicable laws, including data protection, export control, and anti-corruption laws;

(i) Attempt to access other customers' data or Platform infrastructure beyond Customer's authorized scope.

4. Customer Data Ownership

4.1. Customer Ownership. As between the Parties, Customer retains all right, title, and interest in and to all Customer Data, including all intellectual property rights therein. Nothing in this Agreement transfers ownership of Customer Data to Aristiun.

4.2. License to Aristiun. Customer grants Aristiun a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely for the purpose of providing and maintaining the Platform and Services. This license terminates upon expiration or termination of this Agreement, subject to the data retention and deletion provisions herein.

4.3. Aggregated Data. Aristiun may create anonymized, aggregated statistical data derived from Customer's use of the Platform ("Aggregated Data"), provided that such data cannot reasonably be used to identify Customer or any individual. Aristiun owns all Aggregated Data.

5. Aristiun Intellectual Property

5.1. Platform IP. Aristiun and its licensors retain all right, title, and interest in and to the Platform, including:

• All software, source code, and object code;
• AI models, algorithms, and machine learning systems;
• User interfaces, designs, and visual elements;
• Compliance frameworks, rule sets, and security check libraries;
• Report templates and formatting structures;
• Documentation and training materials;
• All patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein.

5.2. No Implied Rights. Except for the express license granted in Section 2, no other rights are granted to Customer under this Agreement, whether by implication, estoppel, or otherwise.

5.3. Trademarks. Each Party retains ownership of its trademarks and neither Party may use the other's trademarks without prior written consent.

6. Subscription Terms and Renewal

6.1. Initial Term. The initial Subscription Term begins on the Effective Date and continues for the period specified in the Order Form (or, if no Order Form, the billing cycle selected during account registration).

6.2. Auto-Renewal. Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the subscription automatically renews for successive periods equal to the initial term (or one year, whichever is shorter).

6.3. Cancellation. Customer may cancel the subscription by providing written notice at least thirty (30) days before the next renewal date. Cancellation takes effect at the end of the then-current Subscription Term.

6.4. Downgrades. Customer may request a downgrade to a lower Subscription Plan effective at the next renewal date. No refunds or credits are provided for mid-term downgrades.

6.5. Upgrades. Customer may upgrade to a higher Subscription Plan at any time. Fees for the upgrade are prorated for the remainder of the current billing period.

7. Fees and Payment

7.1. Fee Structure. Fees are based on the Subscription Plan selected by Customer and may be structured as:

• Per-seat pricing: Based on the number of Authorized Users;
• Per-company pricing: A flat fee for the Customer organization; or
• As specified in the applicable Order Form.

7.2. Annual Discount. Annual subscriptions are offered at a discount compared to monthly billing, as published on the Aribot pricing page or specified in the Order Form.

7.3. Payment Terms. Unless otherwise specified in the Order Form:

• Monthly subscriptions are payable in advance at the beginning of each billing cycle;
• Annual subscriptions are payable in advance at the beginning of each annual period;
• Invoices are due and payable within thirty (30) days of the invoice date.

7.4. Late Payment. Overdue amounts bear interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until paid in full. Aristiun may suspend access to the Platform if payment is overdue by more than fifteen (15) days, upon five (5) days' prior written notice.

7.5. Taxes. All fees are exclusive of applicable taxes (including VAT, sales tax, and withholding tax). Customer is responsible for all applicable taxes, except for taxes based on Aristiun's net income.

7.6. Fee Increases. Aristiun may increase fees upon sixty (60) days' prior written notice, effective at the next renewal date. If Customer does not agree to the increase, Customer may terminate the Agreement by providing notice of non-renewal.

8. Confidentiality

8.1. Obligations. Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only for the purposes of this Agreement.

8.2. Permitted Disclosures. A Party may disclose the other Party's Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

8.3. Compelled Disclosure. If a Party is compelled by law or legal process to disclose Confidential Information, it shall provide prompt notice to the other Party (to the extent legally permitted) and cooperate in seeking a protective order.

8.4. Return or Destruction. Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party, except as required for legal or regulatory compliance.

8.5. Survival. The confidentiality obligations in this Section 8 survive for three (3) years after termination or expiration of this Agreement, or indefinitely for trade secrets.

9. Warranties

9.1. Platform Performance. Aristiun warrants that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation. Customer's sole remedy for breach of this warranty is, at Aristiun's option: (a) correction of the non-conformity; or (b) if Aristiun is unable to correct the non-conformity within sixty (60) days of notice, termination of this Agreement and a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

9.2. Authority. Each Party warrants that it has the legal authority to enter into this Agreement.

9.3. Compliance. Each Party warrants that it will comply with all applicable laws in the performance of its obligations under this Agreement.

9.4. Non-Infringement. Aristiun warrants that, to its knowledge, the Platform does not infringe any third party's intellectual property rights.

9.5. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE PLATFORM IS PROVIDED "AS IS" AND ARISTIUN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARISTIUN DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL SECURITY VULNERABILITIES WILL BE IDENTIFIED.

10. Indemnification

10.1. By Aristiun. Aristiun shall indemnify, defend, and hold harmless Customer from any third-party claim that the Platform, as provided by Aristiun and used in accordance with this Agreement, infringes a valid patent, copyright, or trademark ("IP Claim"). Aristiun's obligations are contingent upon Customer: (a) promptly notifying Aristiun in writing; (b) granting Aristiun sole control of the defense and settlement; and (c) providing reasonable cooperation at Aristiun's expense. If the Platform becomes, or in Aristiun's opinion is likely to become, the subject of an IP Claim, Aristiun may, at its option: (i) procure the right for Customer to continue using the Platform; (ii) modify the Platform to be non-infringing; or (iii) terminate this Agreement and provide a pro-rata refund.

10.2. By Customer. Customer shall indemnify, defend, and hold harmless Aristiun from any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Platform in violation of this Agreement or applicable law; or (c) Customer's breach of its representations and warranties.

10.3. Data Breach. In the event of a data breach attributable to a Party's failure to comply with its security obligations, the responsible Party shall indemnify the other Party for reasonable costs, including regulatory fines (to the extent legally permissible), notification costs, and credit monitoring services.

10.4. Limitation. The indemnifying Party's liability under this Section 10 is subject to the limitations set forth in the applicable Order Form or, if no Order Form, three (3) times the total fees paid or payable by Customer in the twelve (12) months preceding the claim.

11. Limitation of Liability

11.1. Cap. EXCEPT FOR OBLIGATIONS UNDER SECTIONS 8 (CONFIDENTIALITY) AND 10 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.2. Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. Applicability. The limitations in this Section 11 apply to the maximum extent permitted by applicable law. They do not apply to: (a) Customer's payment obligations; (b) liability arising from willful misconduct or gross negligence; or (c) liability that cannot be limited under applicable law.

12. Audit Rights

12.1. Usage Audit. Aristiun may, no more than once per twelve (12) month period and upon at least thirty (30) days' prior written notice, audit Customer's use of the Platform to verify compliance with the licensed usage limits.

12.2. Audit Process. Audits may be conducted through automated usage monitoring within the Platform or, if necessary, through review of Customer's relevant records. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Customer's operations.

12.3. Remediation. If an audit reveals that Customer has exceeded its licensed usage, Customer shall promptly pay for the excess usage at Aristiun's then-current list prices, plus any audit costs if the excess exceeds 5% of the licensed amount.

13. Termination

13.1. Termination for Convenience. Either Party may terminate this Agreement by providing written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

13.2. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

• The other Party materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
• The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

13.3. Termination for Breach of Acceptable Use. Aristiun may terminate this Agreement immediately if Customer breaches the license restrictions in Section 3 or the acceptable use policy in the Terms of Service.

13.4. Effect of Termination.

• All licenses granted hereunder immediately terminate;
• Customer shall cease all use of the Platform;
• Each Party shall return or destroy the other Party's Confidential Information;
• Customer may export its Customer Data within thirty (30) days of termination (the "Export Window");
• After the Export Window, Aristiun shall delete Customer Data in accordance with the Data Processing Agreement;
• Accrued payment obligations and the provisions of Sections 4, 5, 8, 9.5, 10, 11, and 15 survive termination.

14. Force Majeure

Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, governmental actions, labor disputes, power failures, internet outages, or failures of third-party infrastructure providers ("Force Majeure Event"), provided that the affected Party: (a) provides prompt written notice; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance promptly when the Force Majeure Event ceases. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement upon written notice.

15. General Provisions

15.1. Assignment. Customer may not assign this Agreement without Aristiun's prior written consent. Aristiun may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

15.2. Entire Agreement. This Agreement, together with any Order Forms, the Terms of Service, Privacy Policy, Data Processing Agreement, and AI Usage Policy, constitutes the entire agreement between the Parties with respect to its subject matter. In the event of a conflict, the order of precedence is: (a) Order Form; (b) this Agreement; (c) Terms of Service; (d) other policies.

15.3. Amendment. This Agreement may be amended only by a written instrument signed by both Parties or, for policy documents referenced herein, in accordance with the modification procedures specified in those documents.

15.4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5. Waiver. Failure to exercise or delay in exercising any right under this Agreement shall not constitute a waiver of that right.

15.6. Notices. All notices under this Agreement shall be in writing and sent to:

• Aristiun: legal@aristiun.com
• Customer: The email address specified in the Order Form or account registration

15.7. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

15.8. Third-Party Beneficiaries. This Agreement does not confer any rights on any third party.

15.9. Governing Law. This Agreement is governed by the laws of the Netherlands, without regard to conflict of law principles.

15.10. Dispute Resolution. Disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions in the Terms of Service (arbitration in Amsterdam under NAI rules).

16. Contact Information

Aristiun Samsad B.V. The Netherlands

• Legal: legal@aristiun.com
• Support: support@aristiun.com
• General: info@aristiun.com
• Website: https://aribot.ayurak.com

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

| | Aristiun Samsad B.V. | Customer | |---|---|---| | Signature: | _________________________ | _________________________ | | Name: | _________________________ | _________________________ | | Title: | _________________________ | _________________________ | | Date: | _________________________ | _________________________ |

This SaaS License Agreement was last updated on [EFFECTIVE DATE].