End User Licence Agreement

IMPORTANT — PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE. This End User License Agreement ("EULA") is a legally binding agreement between you ("Licensee", "you", or "your") and Venuvo AB (org.nr 559499-4484), a company registered under the laws of Sweden ("Licensor", "Venuvo", "we", "us", or "our"). This EULA governs your use of the Venuvo platform software, including all updates, upgrades, and associated services (the "Software").

BY INSTALLING, ACCESSING, COPYING, OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE. IF YOU ARE ACCEPTING ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION.

1. Definitions

Software

The Venuvo platform application, including all modules, components, libraries, databases, user interfaces, APIs, and associated files, whether accessed through a web browser, desktop application, mobile application, API, or any other means. The Software includes all updates, patches, bug fixes, and new versions made available by Venuvo during the license term.

License

The limited, conditional, revocable right to access and use the Software as specified in this EULA. This is a license grant, not a sale or transfer of ownership.

Licensee

The individual or legal entity that has been granted a License under this EULA through a valid Subscription.

2. License grant

2.1 Scope of License

Subject to your compliance with this EULA and payment of applicable fees, Venuvo AB grants you a LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE, REVOCABLE license to access and use the Software solely as a cloud-hosted service during your valid Subscription Term and solely for your internal business purposes.

THIS LICENSE DOES NOT CONSTITUTE A SALE. No ownership of any part of the Software — in whole or in part — is transferred to you under any circumstances. The Software is licensed, not sold. All rights not expressly granted to you under this EULA are reserved by Venuvo.

2.2 License Conditions

Your License is subject to the following conditions:

• You may only access the Software through the access methods provided or authorized by Venuvo (web browser, authorized applications, or authorized API access).
• You may only allow access to the number of Authorized Users specified in your Subscription.
• You may not use the Software for any purpose not expressly authorized by this EULA.
• You must comply with all applicable laws, regulations, and the Acceptable Use Policy when using the Software.

3. License restrictions

You shall NOT, and shall not permit, enable, or assist any third party to:

• Copy or Reproduce: Copy, reproduce, duplicate, or create copies of any part of the Software, except as incidental to normal authorized use (such as browser caching).
• Modify or Adapt: Modify, adapt, translate, port, or create derivative works based on the Software or any component thereof.
• Reverse Engineer: Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, underlying algorithms, data structures, architecture, or trade secrets of the Software. This prohibition applies to the fullest extent permitted by applicable law.
• Distribute: Sublicense, sell, resell, lease, rent, loan, distribute, publish, or otherwise make the Software available to any third party, whether for commercial purposes or otherwise.
• Compete: Use the Software, its outputs, or any information derived from the Software to design, build, market, or operate a product or service that competes with the Software or any Venuvo offering.
• Benchmark: Conduct, publish, or disclose any performance testing, benchmarking, or competitive analysis of the Software without Venuvo's prior written consent.
• Circumvent: Circumvent, disable, interfere with, or attempt to bypass any security, authentication, licensing, access control, rate limiting, or copy protection mechanisms in the Software.
• Remove Notices: Remove, alter, cover, or obscure any proprietary notices, labels, trademarks, copyright notices, or other identifiers placed on or embedded in the Software.
• Service Bureau: Use the Software to provide service bureau, time-sharing, outsourcing, or similar services to third parties without Venuvo's prior written consent.
• Exceed Limits: Access or use the Software in excess of the authorized number of users, API calls, storage limits, or other usage limits specified in your Subscription.
• Automated Access: Access the Software through automated means (bots, crawlers, scrapers) except through authorized API access with valid API keys.

Why these restrictions exist: These restrictions protect the intellectual property that makes the Software possible, ensure fair use among all customers, and maintain the security and performance of the platform for everyone.

4. Intellectual property ownership

All Intellectual Property Rights in and to the Software — including but not limited to all source code, object code, compiled code, bytecode, algorithms, machine learning models, neural networks, training data, databases, data structures, schemas, APIs, protocols, user interfaces, visual designs, graphics, icons, animations, audio elements, text, documentation, trade secrets, patents, patent applications, copyrights, trademarks, service marks, and trade dress — are and shall remain the sole and exclusive property of Venuvo AB.

No implied licenses are granted. Any rights not expressly granted in this EULA are reserved. Your use of the Software does not give you ownership of any intellectual property in the Software.

The structure, organization, and code of the Software constitute valuable trade secrets of Venuvo. You agree to maintain the confidentiality of this information and to take all reasonable precautions to prevent unauthorized access to or disclosure of the Software's proprietary components.

5. Ai-powered features

The Software may include artificial intelligence and machine learning features. By using these features, you acknowledge and agree that:

• No guarantees of accuracy: AI features provide suggestions, predictions, and recommendations based on statistical models. They may not always be accurate, complete, or appropriate for your specific situation.
• Human oversight required: You are solely responsible for reviewing, validating, and making decisions based on AI outputs. AI outputs should not be the sole basis for decisions with legal, financial, or significant business consequences without human review.
• Venuvo retains all IP: All AI models, algorithms, training methodologies, weights, architectures, and related intellectual property are and remain the exclusive property of Venuvo. Your use of AI features does not transfer any rights in the underlying AI technology.
• Improvement data: Aggregated, anonymized usage patterns from AI features may be used to improve the accuracy and performance of the AI for all customers, in accordance with our Privacy Policy.
• No extraction: You may not attempt to extract, reverse engineer, replicate, or reconstruct the AI models, training data, or algorithms through any means, including but not limited to systematic querying, output analysis, or model distillation techniques.

6. Data and content

You retain ownership of your Customer Data submitted to the Software, subject to the license granted in the Terms of Service. However:

• The structure, schema, organization, indexing, and presentation of data within the Software are proprietary to Venuvo.
• You may not extract, scrape, or re-use the database structure, table schemas, API response formats, or data models of the Software for any purpose.
• Export functionality is provided for Customer Data portability. Use of export features to systematically replicate the Software's data architecture is prohibited.

7. Updates and modifications

Venuvo may, at its sole discretion, release updates, patches, bug fixes, security fixes, and new versions of the Software. Such updates may be deployed automatically without advance notice. Updates may modify, add, enhance, or remove features or functionality. By continuing to use the Software after an update, you accept the updated version. Venuvo is under no obligation to maintain backward compatibility, support previous versions, or provide any specific updates or features.

8. Term and termination

8.1 Term

This EULA is effective from the date you first access or use the Software and continues for the duration of your valid Subscription Term, including any renewal periods.

8.2 Automatic Termination

This EULA terminates automatically and without notice upon: (a) expiration or termination of your Subscription for any reason; (b) your material breach of any term of this EULA; (c) your insolvency, bankruptcy, or cessation of business operations; (d) your attempt to reverse engineer, circumvent security measures, or violate the license restrictions in Section 3.

8.3 Effect of Termination

Upon termination: (a) your License and all rights granted under this EULA immediately and automatically cease; (b) you must immediately stop all use of the Software; (c) you must delete any cached or locally stored copies of the Software; (d) Venuvo may immediately disable your access to the Software. Termination does not relieve you of any obligations that accrued prior to termination, including payment obligations.

9. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. VENUVO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, COMPATIBILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

VENUVO DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, DELAY, OR ERROR; (C) THE RESULTS OBTAINED FROM THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENUVO, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR ANTICIPATED SAVINGS. VENUVO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Export compliance

You shall comply with all applicable export control laws and regulations, including EU export controls, Swedish export regulations, and any applicable sanctions or embargo requirements. You shall not export, re-export, or provide access to the Software to any country, entity, or individual prohibited by applicable export laws.

12. Governing law and jurisdiction

This EULA is governed by the laws of Sweden, without regard to conflict of laws principles. Disputes shall be resolved by the District Court of Örebro (Örebro tingsrätt) as court of first instance. Notwithstanding the foregoing, Venuvo may seek injunctive relief in any court of competent jurisdiction.

13. Entire agreement

This EULA, together with the Terms of Service and all incorporated policies, constitutes the entire agreement regarding your License to use the Software. In the event of a conflict between this EULA and the Terms of Service, this EULA shall control with respect to license terms and restrictions; the Terms of Service shall control with respect to all other matters.

14. Contact

Venuvo AB

Org.nr: 559499-4484

Örebro, Sweden

Email: info@venuvo.net

Website: https://www.venuvo.net