Validibot Commercial License Agreement

Version 1.0 — Effective Date: March 2026

IMPORTANT — READ CAREFULLY

This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single legal entity, "Licensee" or "you") and McQuillen Interactive Pty. Ltd., an Australian proprietary limited company ("Licensor", "we", "us", or "our"), for the Validibot Pro software and/or hosted service, including any associated documentation, updates, and support services (collectively, the "Software").

This Agreement applies to both self-hosted deployments and cloud-hosted subscriptions. Terms specific to each deployment mode are set out in the applicable Schedule:

Schedule A applies to self-hosted deployments.
Schedule B applies to Validibot Cloud subscriptions.

The applicable Schedule is determined by the Licensee's Order or subscription type and forms part of this Agreement. In the event of any conflict between the base terms and a Schedule, the Schedule prevails to the extent of the conflict.

BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

1. DEFINITIONS

1.1 "Acceptance Date" means the earlier of: (a) the date Licensee first installs or accesses the Software; (b) the date Licensee executes an Order Form referencing this Agreement; or (c) the date Licensee pays any Subscription Fee.

1.2 "Authorised Users" means employees, contractors, and agents of Licensee who are authorised by Licensee to use the Software on Licensee's behalf.

1.3 "Commercial Features" means the features and functionality provided by the Software that are not included in the open source Validibot Community Edition.

1.4 "Community Edition" means the version of the Validibot software available under the GNU Affero General Public License version 3.0 (AGPL-3.0) at https://github.com/danielmcquillen/validibot.

1.5 "Customer Data" means any data, files, content, or materials that Licensee or its Authorised Users upload, submit, store, or transmit to or through the Software, including building models, simulation files, validation results, and any other content processed through the Software.

1.6 "Documentation" means the user guides, technical documentation, and other materials provided by Licensor relating to the Software.

1.7 "Host" means any physical or virtual machine, container, or cloud instance controlled by Licensee on which the Software is installed or executed.

1.8 "License Key" means the unique code provided by Licensor that activates the Software for use under this Agreement.

1.9 "Order" means any Order Form, purchase confirmation, invoice, or subscription selection that specifies the Software edition, deployment mode, fees, Subscription Period, and other commercial terms.

1.10 "Subscription Period" means the period during which Licensee is entitled to use the Software, as specified in the applicable Order, typically twelve (12) months for self-hosted or monthly/annually for cloud subscriptions, unless otherwise agreed.

1.11 "Subscription Fee" means the fee payable by Licensee for the Software license during each Subscription Period.

2. LICENSE GRANT

2.1 Grant of License. Subject to the terms of this Agreement and payment of the applicable Subscription Fee, Licensor grants to Licensee a non-exclusive, non-transferable, limited license to use the Software in accordance with the applicable Schedule and the Documentation.

2.2 Self-Hosted Licensees (Schedule A) may:

(a) Install and use the Software on an unlimited number of Hosts controlled by Licensee;

(b) Allow an unlimited number of Authorised Users to access and use the Software;

(c) Modify the Software for Licensee's own internal use, provided that such modifications are not distributed to third parties;

(d) Make a reasonable number of copies of the Software for archival and backup purposes; and

(e) Use the Documentation in connection with permitted use of the Software.

2.3 Cloud Licensees (Schedule B) receive a non-exclusive, non-transferable right to access and use the Software via the hosted service during the Subscription Period for Licensee's internal business purposes, subject to the user limits and usage limits of Licensee's subscription plan.

2.4 License Restrictions. Licensee shall not:

(a) Sublicense, sell, lease, rent, loan, or otherwise transfer the Software or any rights therein to any third party;

(b) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software or Documentation;

(c) Use the Software to provide managed services to unaffiliated third parties where the primary value delivered is access to the Software itself (if Licensee wishes to distribute the Software as part of a product sold to Licensee's own customers, Licensee must contact licensing@mcquilleninteractive.com to negotiate a separate OEM/Embedded License Agreement);

(d) Use the Software to develop a product or service that directly competes with Validibot's core functionality as a building simulation validation platform;

(e) Share, publish, or disclose License Keys or Account credentials to any third party;

(f) Use the Software in any manner that violates applicable laws or regulations;

(g) Circumvent or disable any license verification, usage tracking, access controls, or security features of the Software;

(h) (Cloud only) Attempt to access, probe, or test the vulnerability of the Service or any related system or network, or breach any security or authentication measures;

(i) (Cloud only) Interfere with or disrupt the integrity or performance of the Service or any related systems; or

(j) (Cloud only) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying technology of the Service (except to the extent such restriction is prohibited by applicable law); or

(k) Upload, transmit, store, or process through the Software any data, or use the Software to conduct any activity, in breach of the Acceptable Use Policy published at https://validibot.com/legal/aup (the "AUP"). The AUP is incorporated into this Agreement by reference and forms a binding part of Licensee's obligations under this Agreement. In the event of any conflict between this Agreement and the AUP with respect to permitted use of the Software, the more restrictive provision prevails.

2.5 Ownership. The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of Licensor.

2.6 Trademarks and Branding. "Validibot", the Validibot logo, the Validibot robot character, and all other trademarks, service marks, graphics, and logos used in connection with the Software (collectively, "Marks") are trademarks or registered trademarks of Licensor. This Agreement does not grant Licensee any right to use the Marks except as follows:

(a) Licensee may use the Marks solely to identify that Licensee uses the Software, in a manner consistent with Licensor's trademark guidelines (if any) and in a way that does not suggest endorsement, sponsorship, or affiliation beyond the license relationship;

(b) Licensee shall not use the Marks in any manner that disparages Licensor or the Software, or that dilutes, tarnishes, or brings into disrepute the Marks;

(c) Licensee shall not register or attempt to register any trademark, domain name, or social media account that incorporates or is confusingly similar to any of the Marks; and

(d) Licensee shall not remove, alter, or obscure any Marks appearing in the Software or Documentation.

All goodwill arising from use of the Marks inures solely to the benefit of Licensor.

2.7 Dual Licensing and Community Edition. The Validibot Community Edition is available under the AGPL-3.0 at https://github.com/danielmcquillen/validibot. Purchasing a commercial license grants Licensee an alternative license for the entire codebase (Community Edition plus Pro components), allowing Licensee to use Validibot without any obligations of the AGPL-3.0. This means commercial licensees can use the Community Edition code without sharing modifications, run Validibot in proprietary environments without source disclosure, and combine Validibot with proprietary software without AGPL copyleft requirements.

Nothing in this Agreement limits Licensee's rights under, or grants Licensee rights that supersede, the terms of any applicable open source license for third-party components included in the Software.

2.8 Feedback. If Licensee provides suggestions, enhancement requests, or other feedback regarding the Software, Licensor may use such feedback without restriction or obligation to Licensee.

3. SUBSCRIPTION AND PAYMENT

3.1 Subscription Period. This license is granted for the Subscription Period specified in Licensee's Order. Unless terminated earlier in accordance with this Agreement, the Subscription Period will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current period.

3.2 Subscription Fee. Licensee agrees to pay the Subscription Fee as set forth in the applicable Order or as listed at https://validibot.com/pricing. All fees are quoted and payable in Australian Dollars (AUD) unless otherwise specified. Renewal fees may be adjusted with at least sixty (60) days' notice before the renewal date.

3.3 Payment Terms. For self-hosted licenses, payment is due within thirty (30) days of invoice date unless otherwise agreed in writing. For cloud subscriptions, payment is processed automatically via the payment method on file. Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.4 Taxes. All fees are exclusive of applicable taxes, including GST. Where GST applies, Licensor will include GST on invoices and Licensee agrees to pay such GST. Licensee is responsible for all other taxes, withholdings, duties, and levies arising from the purchase (excluding taxes based on the net income of Licensor).

3.5 Credit Packs (Cloud only). Licensee may purchase credit packs to supplement the credits included in Licensee's subscription plan. Each credit pack consists of the number of credits specified at the time of purchase. Credits are consumed when Licensee uses compute-intensive features as described in the Documentation. Purchased credits do not expire during an active Subscription Period. On cancellation or downgrade, unused purchased credits remain available until the end of the current Subscription Period but are not carried over and are not refundable. Credits are non-transferable between accounts or organisations. Licensor reserves the right to adjust credit consumption rates with at least thirty (30) days' notice.

3.6 Refunds. If the Software fails to perform substantially in accordance with the Documentation within fourteen (14) days of initial delivery or initial subscription, and Licensor is unable to remedy such failure within a reasonable time, Licensee may request a full refund of Subscription Fees paid for the current period. After this fourteen-day period, fees are non-refundable except as required by applicable law or as otherwise provided in this Agreement (e.g., service credits under Schedule B). This is Licensee's sole remedy for non-conforming Software.

3.7 Price Changes. Licensor may change Subscription Fees with at least thirty (30) days' notice before the next renewal date. Price changes take effect at the start of the next Subscription Period.

4. SUPPORT AND MAINTENANCE

4.1 Support Services. During the Subscription Period, Licensor will provide support services as described on the Validibot website or as otherwise agreed in writing. Support typically includes:

(a) Email support during business hours (Australian Eastern Time);

(b) Access to software updates, bug fixes, and new releases at no additional charge; and

4.2 Response Times. Licensor will use commercially reasonable efforts to respond to support requests within the timeframes specified for Licensee's subscription tier, but does not guarantee specific response or resolution times.

4.3 Support Scope. Support is limited to the current release and the immediately preceding release of the Software. Support services do not include:

(a) Issues arising from Licensee's modifications to the Software;

(b) Issues arising from use with unsupported software, hardware, or systems;

(d) On-site support or training (unless separately agreed); or

(e) Development of custom features or integrations.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Acceptance Date and continues until terminated in accordance with this Section.

5.2 Cancellation. Licensee may cancel its subscription at any time through the Account settings (Cloud) or by providing written notice (self-hosted). Cancellation takes effect at the end of the current Subscription Period.

5.3 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches Section 2.4 (License Restrictions), including any breach of Section 2.4(k) (Acceptable Use Policy). In addition, Licensor may, without terminating this Agreement, suspend Licensee's access to the Software immediately and without prior notice where Licensor reasonably believes that continued access would breach the AUP, expose Licensor or any third party to material legal, regulatory, reputational, or security risk, or is required by law or binding regulatory order.

5.4 Termination for Non-Payment. Licensor may suspend or terminate access to the Software if Licensee fails to pay any amount due within thirty (30) days of the due date.

5.5 Termination for Insolvency. Either party may terminate this Agreement if the other party ceases operation without a successor, or seeks protection under any bankruptcy, receivership, or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within sixty (60) days.

5.6 Effect of Termination. Upon termination or expiration of this Agreement:

(a) All licenses granted hereunder immediately terminate;

(b) Licensee must cease all use of the Software and Commercial Features;

(c) (Self-hosted) Licensee must destroy all copies of the Software in Licensee's possession or control, and certify such destruction in writing upon Licensor's request;

(d) (Cloud) Customer Data will be available for export for thirty (30) days, after which Licensor may delete it in accordance with Schedule B;

(e) Licensee's access credentials and License Keys will be revoked;

(f) Any amounts owed to Licensor become immediately due and payable; and

(g) The sections specified in Section 11 (Survival) survive termination.

5.7 Effect of Non-Renewal. If this Agreement expires due to non-renewal (as opposed to termination for breach), Licensee may continue to use any existing self-hosted installations of the Software solely with Validibot Community Edition features, subject to the AGPL-3.0 license. Commercial Features will be disabled upon expiration.

6. DISCLAIMER OF WARRANTIES

6.1 AS IS. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.2 NO GUARANTEE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS.

6.3 VALIDATION RESULTS. SIMULATION AND VALIDATION RESULTS PROVIDED THROUGH THE SOFTWARE ARE APPROXIMATIONS ONLY. RESULTS MUST BE INDEPENDENTLY VERIFIED BEFORE USE IN ANY CRITICAL, SAFETY-RELATED, OR REGULATORY APPLICATION. LICENSOR ACCEPTS NO LIABILITY FOR DECISIONS MADE BASED ON OUTPUTS FROM THE SOFTWARE.

6.4 AUSTRALIAN CONSUMER LAW. If the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or similar consumer protection legislation applies and cannot be excluded, then to the extent permitted by such legislation, Licensor's liability for breach of any implied consumer guarantee is limited to:

(a) In the case of goods: the replacement of the goods, the supply of equivalent goods, or the payment of the cost of replacing the goods or acquiring equivalent goods; and

(b) In the case of services: the supply of the services again, or the payment of the cost of having the services supplied again.

7. LIMITATION OF LIABILITY

7.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR DATA;

(d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,

ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION 7 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. INDEMNIFICATION

8.1 By Licensee. Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Licensee's use of the Software in violation of this Agreement;

(b) Licensee's violation of applicable laws or regulations;

(d) Any claim arising from Licensee's provision of services to third parties using the Software.

8.2 By Licensor (IP Indemnification). Licensor will defend, indemnify, and hold harmless Licensee from and against any third-party claim that the Software (as provided by Licensor and used in accordance with this Agreement) infringes any third-party copyright, patent, or trademark ("IP Claim"), and will pay any damages finally awarded or settlements agreed to, provided that:

(a) Licensee promptly notifies Licensor in writing of the IP Claim;

(b) Licensor has sole control of the defence and any settlement negotiations;

(d) Licensee does not admit fault or agree to any settlement without Licensor's prior written consent.

8.3 Exclusions from Licensor Indemnification. Licensor's obligations under Section 8.2 do not apply to IP Claims arising from:

(a) Modifications to the Software made by Licensee or any third party;

(b) Combination of the Software with products, services, or technologies not provided or approved by Licensor, where the infringement would not have occurred but for such combination;

(d) Use of a non-current version of the Software where the infringement would have been avoided by use of the then-current version; or

(e) Licensee's continued use of the Software after being notified of the alleged infringement and provided with a non-infringing alternative.

8.4 Infringement Remedies. If the Software becomes, or in Licensor's reasonable opinion is likely to become, the subject of an infringement claim, Licensor may at its sole option and expense: (a) modify the Software to make it non-infringing while maintaining substantially equivalent functionality; (b) procure for Licensee the right to continue using the Software; or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement and refund to Licensee a pro-rata portion of any prepaid Subscription Fees for the remainder of the then-current Subscription Period.

8.5 Sole Remedy. This Section 8 states each party's sole and exclusive obligations and the other party's sole and exclusive remedies with respect to indemnified claims.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party acknowledges that it may receive confidential information of the other party in connection with this Agreement. "Confidential Information" includes License Keys, pricing information, business plans, technical information, and any other information designated as confidential or that reasonably should be understood to be confidential.

9.2 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such information to third parties without prior written consent; and (c) use such information only for purposes of this Agreement. These obligations do not apply to information that is publicly known through no fault of the receiving party, was known to the receiving party prior to disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

10. DATA PROCESSING

10.1 Telemetry and License Verification. The Software may transmit limited data to Licensor solely for the purposes of license verification and anonymised usage statistics. Such data does not include Licensee's business data, user data, or validation results. Details of any data transmitted are described in Licensor's Privacy Policy at https://validibot.com/privacy.

10.2 Data Processing Addendum. A Data Processing Addendum ("DPA") is available at https://validibot.com/legal/dpa and may be incorporated into this Agreement by reference where applicable. Cloud Licensees should refer to Schedule B for details. Self-hosted Licensees may request a DPA by contacting licensing@mcquilleninteractive.com.

11. SURVIVAL

The following sections shall survive termination or expiration of this Agreement for any reason: Section 1 (Definitions), Section 2.5 (Ownership), Section 2.6 (Trademarks and Branding), Section 6 (Disclaimer of Warranties), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Confidentiality), Section 10 (Data Processing), this Section 11 (Survival), Section 12.1 (Governing Law), and any provisions of the applicable Schedule that by their nature should survive.

12. GENERAL PROVISIONS

12.1 Governing Law. This Agreement is governed by the laws of the State of Victoria, Australia, without regard to its conflict of laws principles.

12.2 Dispute Resolution. The parties submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia for the resolution of any dispute arising out of or relating to this Agreement.

12.3 Entire Agreement. This Agreement (including the applicable Schedule), together with any Order, the Privacy Policy, the AUP, and (where applicable) the DPA, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings.

12.4 Amendment. Licensor may update this Agreement from time to time. Material changes will be communicated to Licensee at least thirty (30) days before taking effect. Amendments apply to new purchases and renewals. Existing license terms are not retroactively changed during an active Subscription Period. If Licensee does not agree with updated terms, Licensee may cancel its subscription before the changes take effect.

12.5 Assignment. Neither party may assign or transfer this Agreement or any rights hereunder without the other party's prior written consent, except that either party may assign this Agreement without consent to an acquirer of all or substantially all of its business or assets, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this section is void.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

12.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver of that right.

12.8 Notices. All notices under this Agreement must be in writing. Provider may send notices to Licensee via email to the address associated with Licensee's Account or Order. Licensee may send notices to Licensor at licensing@mcquilleninteractive.com or to such other address as Licensor may designate.

12.9 Force Majeure. Neither party shall be liable for any delay or failure to perform obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, or failures of telecommunications or internet infrastructure.

12.10 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship between the parties.

12.11 Export Compliance. Licensee agrees to comply with all applicable laws and regulations regarding export, re-export, or redistribution of the Software and any data processed through it.

13. CONTACT INFORMATION

McQuillen Interactive Pty. Ltd. Email: licensing@mcquilleninteractive.com Website: https://validibot.com

SCHEDULE A — SELF-HOSTED TERMS

This Schedule applies where Licensee deploys the Software on Licensee's own infrastructure. It supplements the base Agreement above.

A.1 SELF-HOSTED DEPLOYMENT

A.1.1 Self-Hosted Nature. The Software is designed for self-hosted deployment on Licensee's own infrastructure. Licensor does not host, operate, or have access to any installation of the Software or any Customer Data processed by Licensee's installation.

A.1.2 Licensee's Sole Responsibility. Licensee is solely responsible for:

(a) The security, availability, and operation of the infrastructure on which the Software is deployed;

(b) Network security, firewalls, access controls, and other security measures;

(d) Applying security patches and updates provided by Licensor;

(e) Proper configuration and hardening of the Software;

(f) Compliance with applicable data protection and privacy laws; and

(g) All Customer Data processed, stored, or transmitted through Licensee's installation.

A.1.3 No Security Guarantees. Licensor provides no warranties or guarantees regarding security. While Licensor endeavours to follow security best practices and promptly address reported vulnerabilities, Licensor expressly disclaims any warranty that the Software is free from security vulnerabilities, defects, or errors. Licensee acknowledges that no software can be guaranteed to be completely secure.

A.1.4 Security Incident Notification. If Licensor becomes aware of a security vulnerability in the Software that may materially affect Licensee, Licensor will use commercially reasonable efforts to notify affected Licensees and provide remediation guidance. However, Licensor is not responsible for security incidents arising from Licensee's infrastructure, configuration, customisations, or failure to apply available patches.

A.1.5 No Access to Licensee Data. Licensor has no access to, and accepts no responsibility or liability for, any Customer Data that Licensee or its users process, store, or transmit using the Software.

A.2 SELF-HOSTED DATA PROCESSING

A.2.1 Self-Hosted Data Processing. Because the Software is self-hosted, Licensor does not process, store, or have access to Licensee's Customer Data. Licensee is the sole data controller for all Customer Data processed through its installation of the Software.

A.3 SOFTWARE DELIVERY

A.3.1 Delivery. The Software is delivered via the private package index to which Licensee is granted access at the time of purchase. Access credentials are confidential and may not be shared outside Licensee's organisation.

A.3.2 Updates. During the Subscription Period, Licensee will receive access to all updates, bug fixes, and new releases at no additional charge via the private package index.

SCHEDULE B — CLOUD TERMS

This Schedule applies where Licensee accesses the Software as a hosted service ("Service") at https://app.validibot.com or such other URL as Licensor may designate. It supplements the base Agreement above.

B.1 SERVICE ACCESS AND AVAILABILITY

B.1.1 Service Access. Subject to this Agreement and payment of the applicable Subscription Fee, Licensor will make the Service available to Licensee and its Authorised Users during the Subscription Period.

B.1.2 Account Security. Licensee is responsible for maintaining the confidentiality of its Account credentials. Licensee must promptly notify Licensor of any unauthorised access to or use of its Account.

B.1.3 Usage Limits. The Service is subject to usage limits based on Licensee's subscription plan, including but not limited to the number of Authorised Users, validation runs, storage, and API calls. If Licensee exceeds the limits of its plan, Licensor may restrict access to the Service or require Licensee to upgrade to a higher tier.

B.2 CUSTOMER DATA

B.2.1 Ownership. Licensee retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Licensor.

B.2.2 License to Customer Data. Licensee grants Licensor a limited, non-exclusive, worldwide license to host, store, process, and display Customer Data solely as necessary to provide the Service and as described in this Agreement.

B.2.3 Data Processing. Licensor processes Customer Data solely to provide the Service. Licensor will not access, use, or disclose Customer Data except as necessary to provide the Service, to comply with applicable law, or as otherwise permitted by Licensee in writing.

B.2.4 Data Location. Customer Data is processed and stored in the region(s) specified in the Documentation or Order. Licensor will not transfer Customer Data to a different region without notifying Licensee, unless required to comply with applicable law.

B.2.5 Data Portability. Licensee may export Customer Data at any time during the Subscription Period through the Service's export functionality. Upon termination or expiration, Licensor will make Customer Data available for export for thirty (30) days, after which Licensor may delete Customer Data in accordance with its standard data retention practices.

B.2.6 Data Deletion. Upon Licensee's written request, Licensor will delete Customer Data from its systems within thirty (30) days, except to the extent Licensor is required to retain such data by applicable law. Backup copies will be deleted in accordance with Licensor's standard backup rotation schedule, not to exceed ninety (90) days.

B.3 PRIVACY AND SECURITY

B.3.1 Privacy Policy. Licensor's collection and use of information related to Licensee's use of the Service is described in the Privacy Policy at https://validibot.com/privacy.

B.3.2 Security Measures. Licensor will implement and maintain commercially reasonable technical and organisational security measures to protect Customer Data against unauthorised access, loss, destruction, or alteration. These measures include, but are not limited to:

(a) Encryption of Customer Data in transit (TLS 1.2 or later) and at rest;

(b) Access controls and authentication requirements for Licensor personnel;

(d) Incident response procedures.

B.3.3 Security Incident Notification. If Licensor becomes aware of any unauthorised access to Customer Data ("Security Incident"), Licensor will:

(a) Notify Licensee without undue delay, and in any event within seventy-two (72) hours of becoming aware of the Security Incident;

(b) Investigate the Security Incident and take reasonable steps to mitigate its effects;

(d) Cooperate with Licensee's reasonable requests in connection with Licensee's notification obligations under applicable data protection laws.

B.3.4 Data Processing Addendum. The DPA at https://validibot.com/legal/dpa is incorporated into this Agreement by reference and governs Licensor's processing of personal data on Licensee's behalf in connection with the Service.

B.3.5 Sub-Processors. Licensor may engage sub-processors to assist in providing the Service. A current list of sub-processors is available at https://validibot.com/legal/sub-processors. Licensor will notify Licensee at least thirty (30) days before engaging a new sub-processor, and Licensee may object to a new sub-processor by contacting Licensor within that period.

B.4 SERVICE LEVELS

B.4.1 Availability Target. Licensor will use commercially reasonable efforts to maintain the Service with a monthly uptime percentage of at least 99.5%, measured as ((total minutes in month - downtime minutes) / total minutes in month) x 100.

B.4.2 Scheduled Maintenance. Licensor will provide at least forty-eight (48) hours' notice before scheduled maintenance that may affect Service availability. Scheduled maintenance windows do not count toward downtime for SLA purposes.

B.4.3 Exclusions. The availability target does not apply to:

(a) Force majeure events (as defined in Section 12.9);

(b) Features designated as "beta", "preview", or "experimental";

(d) Issues caused by Licensee's misuse of the Service; or

(e) Scheduled maintenance performed during the designated maintenance window.

B.4.4 Service Credits. If the Service fails to meet the availability target in a given month, Licensee may request a service credit as follows:

Monthly Uptime	Credit (% of monthly fee)
99.0% - 99.49%	5%
95.0% - 98.99%	10%
Below 95.0%	25%

Service credits must be requested within thirty (30) days of the month in which the downtime occurred. Credits are applied to future invoices and do not entitle Licensee to a cash refund. Service credits are Licensee's sole and exclusive remedy for Licensor's failure to meet the availability target.

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.