MAY 2025

NOUMENA CLOUD
LICENCE AND TERMS OF USE

THESE TERMS OF USE CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE NOUMENA CLOUD OFFERING (THE “OFFERING”) BY YOU. THESE TERMS OF USE AND THE ORDER FORM TOGETHER CONSTITUTE THE AGREEMENT.

NOTE THAT NOUMENA AND EACH THIRD-PARTY CLOUD PROVIDER MAY NAME THE OFFERING DIFFERENTLY ON THEIR RESPECTIVE MARKETPLACES.

BACKGROUND

NOUMENA DIGITAL AG, a company incorporated in Switzerland, with registered number CHE-289.789.695 and registered address Oberdorfstrasse 9, Baar, CH-6340, Switzerland (Licensor, we, us or NOUMENA) has developed a language, the NOUMENA Protocol Language (NPL), a runtime system for this language (NPL Runtime Environment) and development and DevOps tools to support the usage of the aforementioned language and runtime.

NOUMENA is providing these and other products and services as Offerings which are hosted by different cloud providers and available to purchase on different marketplaces. References to an “Offering” are to any Offering which you purchase through a marketplace (Marketplace) operated by either NOUMENA or a third-party cloud provider (Third-Party Cloud Provider).

THE THIRD-PARTY CLOUD PROVIDER IS NOT A PARTY TO THIS AGREEMENT, NOR IN ANY WAY RESPONSIBLE FOR THE PARTIES’ ACTIONS OR OBLIGATIONS UNDER THIS AGREEMENT. ONCE YOU CREATE A NOUMENA CLOUD ACCOUNT THROUGH THE THIRD-PARTY CLOUD PROVIDER’S MARKETPLACE, ITS STANDARD TERMS AND CONDITIONS RELATING TO PAYMENT PROCESSING, BILLING, SUBSCRIPTION MANAGEMENT, AND DELIVERY LOGISTICS WILL TAKE PRECEDENCE OVER THE TERMS OF THIS AGREEMENT IN RELATION TO THE ACCOUNT ONLY.

FOR ALL OTHER MATTERS, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY, LICENSING, USAGE, LIABILITY, DATA PROTECTION, AND CONFIDENTIALITY, THIS AGREEMENT TAKES PRECEDENCE. ANY THIRD-PARTY TERMS ATTEMPTING TO OVERRIDE PROVISIONS OF THE AGREEMENT BEYOND PAYMENT PROCESSING, BILLING, SUBSCRIPTION MANAGEMENT, AND DELIVERY LOGISTICS ARE NULL AND VOID.

The User (you, yours) is licensed to use the Offering pursuant to this Agreement.

THE PERSON ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF THE USER REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND THE USER TO THIS AGREEMENT UNLESS USER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF THE OFFERING.

The specific components of the Offering licensed to you are determined by your Order, as defined below. Details of available components, features, and licensing options are maintained at https://documentation.noumenadigital.com/licenses/, which we may update from time to time.

Some components of the Offering may require certain third-party software. The specific third-party software needed for each component of the Offering is detailed on the following page: https://documentation.noumenadigital.com/licenses/#required-third-party-software-and-licenses. Please review this information to understand which third-party software is necessary for you to access, use and operate the Offering.

NOUMENA ACCEPTS NEITHER RESPONSIBILITY NOR LIABILITY FOR THE USAGE OF ANY THIRD PARTY TOOLS WHICH MAY BE NECESSARY FOR USING THE OFFERING.

AGREED TERMS

1. Interpretation

The definitions and rules of interpretation in this Section apply in this Agreement.

Account: your User account; the details of which are confirmed, on completion of the registration process in an Account registration e-mail.

Account owner: the person who created the NOUMENA CLOUD account, this person may be a private person or a person acting as the representative of a company.

Applicable Law: any law (including common law or other binding law), statute, regulation, code, ordinance, rule, judgement, order, decree or directive or any determination by or requirement of a competent authority, as amended from time to time and as applicable to each party in relation to its provision of services to the other party pursuant to this Agreement.

Authorised User: a natural person or system that (i) is either your employee, contractor, service account, or agent under your direct control; and (ii) is authorised by you to access and use the Offering within the scope of your Account and this Agreement. Each Authorised User must have a demonstrable operational relationship to the Account Owner or the entity represented by the Account Owner.

Client Application: an application that you have written in NPL and that will run within a NOUMENA CLOUD environment.

Confidential Information: information of commercial value, in whatever form or medium disclosed by the party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies.

Credentials: The login name and password for accessing your account and any (temporary) access tokens generated by the NPL Runtime NOUMENA-Cloud console for accessing the NPL Runtime Environment APIs of your Client Application.

Data: means the proprietary data which you may share with us, including Personal Data. For the avoidance of doubt, data that has been fully anonymized in accordance with Data Protection Legislation, such that it cannot be used to identify any individual or Data Subject, is not considered Personal Data.

Data Protection Legislation: any and all data protection or privacy law applicable anywhere in the world to the Processing of Personal Data including Regulation 2016/679/EU, Directive 95/46/EC (GDPR), any and all national implementations of that directive including the UK GDPR, Data Protection Act 2018 and any and all similar or comparable laws, legislation and/or regulations in force from time to time in the whole.

The terms “Controller”, “Data Subject”, “Personal Data”, “Process”, and “Processor” shall have the meaning set out in the GDPR.

Derivative Works: NPL or any other source code, object code, documentation, configuration files, or other content generated by you using the Offering, including any components of the NOUMENA Software that are licensed to you under this Agreement. For clarity, Derivative Works include the Client Applications created by you but exclude the NOUMENA Software itself.

Development and DevOps Tools: An overview of the available development and DevOps tools, along with instructions on how to access them, can be found here: https://documentation.noumenadigital.com/licenses/.

Effective Date: means the date specified as the effective date, start date or similar in the applicable Order Form. If no date is specified, the Effective Date shall be the date on which this Agreement is last agreed to by the parties.

Health Data: a special category of personal data which relates to a person’s physical or mental health.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.

Licence: your right to access the Offering, as set out in Section 2.

Marks:

any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
any identifying slogans and symbols;
any abbreviation, contraction or simulation of any of the items in paragraph (1) or paragraph (2); and
the "look and feel",

of a party to this agreement, whether or not registered.

NOUMENA Software: any software and source code developed by us, including but not limited to NOUMENA CLOUD, the NPL Runtime Environment and the Development and DevOps Tools, including any new releases thereof during the Term.

Order: any request or purchase of the Offering, whether placed through an Order Form on NOUMENA’s own marketplace or via a third-party marketplace. Each Order is subject to acceptance by NOUMENA or the applicable marketplace provider and, upon acceptance, becomes binding under the terms of this Agreement.

Order Form(s): a purchase confirmation that specifies the Offering’s subscription terms, fees, and other relevant terms agreed between you and NOUMENA placed through NOUMENA’s or any Third-Party Cloud Provider’s Marketplace (as the case may be) Each Order Form is subject to the terms of this Agreement.

Personal Data: has the meaning set out in the Data Protection Legislation.

Purpose: to manage and operate NPL applications, which are deployed using the Offering either directly through the NOUMENA CLOUD management console, or via the DevOps tools.

Services: the delivery and maintenance of the Offering by us.

Subscription Term: The duration of an Order for a specific Offering, as specified in the applicable Order Form, which may be fixed (e.g., 30 days) or renewable as agreed. Term: the duration commencing on the Effective Date of this Agreement and continuing through the end date specified in the Order Form, unless terminated earlier in accordance with Section 12.

Website: https://documentation.noumenadigital.com/licenses/

2. Grant of Licence

2.1 Subject to your adherence to the terms of the Agreement, we grant you a worldwide, non-exclusive, non-transferable license to access and use the Offering in its scope as defined by your Order and for the Purpose during the Term.

2.2 You shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

2.2.1 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NOUMENA Software;

2.2.2 access all or any part of the NOUMENA Software in order to build a competing product or service;

2.2.3 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially or non-commercially exploit, or otherwise make the NOUMENA Software available to any third party, except to Authorised Users acting under your Account and under your direct control. You may not sublicense the Offering or the NOUMENA Software;

2.2.4 Install or use any third-party software or technology in any way that would subject our intellectual property to any third-party license terms; or

2.2.5 Use an Offering for any unlawful purpose.

2.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Offering and, in the event of any such unauthorised access or use, promptly notify us.

2.4 You shall use appropriate hardware and software to access the Offering, in accordance with the specifications notified to you and will take appropriate reasonable security precautions to prevent unauthorised access to your computer systems.

2.5 You may not access or use the Offering other than as specified in this Agreement without our prior written consent.

3. Use of the Offerings

3.1 After you create your Account on a Marketplace, and the completion of the registration process using the Credentials, you will be provided with a secure log-in. It is your responsibility to keep the log-in details (including passwords) safe and not disclose these to any third party.

3.2 You will be notified of any restrictions associated with your chosen Offering (Limits) which apply to your Account when your Account is activated. You will not exceed the Limits. If you wish to increase your use of the Offering beyond the Limits, you can upgrade via your chosen marketplace.

3.3 You will use the Offering only for the Purpose.

3.4 You are responsible for compliance with the provisions of this Agreement by any of your Authorised Users and for any and all activities that occur under your Account, which we may verify from time to time. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Offering is compliant with all Applicable Law.

3.5 You shall not use or operate Client Applications which you have developed using NPL on any environment other than one provided by the Offering, unless you have acquired the required licenses directly from NOUMENA or any of its licensors. You can find the different licensing options on our Website. We reserve the right to audit your usage of Client Applications, Derivative Works, and related materials at any time to verify compliance with this restriction. If an audit reveals unauthorized use, you shall promptly acquire the necessary licenses at the then-current list price. You may be liable for reasonable audit costs if the unauthorized use constitutes material non-compliance with your licensed Offering.

4. Access to Services and Support

4.1 We provide the Offering on a best-efforts basis unless you have purchased an applicable Service Level Agreement (SLA) as part of your Order. No SLAs, including guarantees of continuous or uninterrupted use, apply unless specified in your Order. The Offering may be subject to interruptions for routine maintenance, repairs, reconfigurations, upgrades, or circumstances beyond our control. If you have not purchased an SLA, general support requests may be submitted via the support contact methods listed on our Website. Response times are not guaranteed, and we make no commitment regarding resolution timelines or other service levels beyond reasonable efforts to maintain the Offering during the Subscription Term.

4.2 If you have purchased an SLA, the specific availability, support, and performance obligations for your Offering will be set forth at the applicable URL or in your Order Form.

4.3 We may suspend your access to any Offering without notice and without any liability to you:

4.3.1 if you are using the Offering in breach of this Agreement, including failing to pay for applicable fees (Section 8);

4.3.2 if there is a breach of security in respect of which we reasonably believe that the suspension of the Services is necessary to protect your or our network or a third party network;

4.3.3 if due to unavailability of third party networks and/or services, including without limitation telecommunications services;

4.3.4 if required by law, regulation or court order or as compelled by a law enforcement or government agency or other relevant regulatory agency;

4.3.5 in the event that our hosting service provider suspends its service due to your actions or omission; or

4.3.6 in the event that the Third-Party Cloud Provider suspends your Account for any reason.

4.4 You shall arrange appropriate internet access for all Authorised Users. Other end-users who wish to access the Client Applications will need to arrange appropriate internet access for themselves. We shall not be liable for any failure to provide the Services if you, or your end-users, fail to comply with this Section.

4.5 By using the Offering, you consent to your Data to be uploaded to the cloud provider hosting the Offering and acknowledge and agree that we may use your Data in a fully anonymized form, which is not considered Personal Data under Data Protection Legislation, to improve our services, including but not limited to enhancing functionality, performance, and user experience.

4.6 In the event of service suspension in accordance with Section 4.3, your Data will be retained for a period of up to thirty (30) days unless otherwise required by law. If the cause of suspension is resolved within this period, access may be reinstated. After this period, we reserve the right to terminate the Agreement and permanently delete your Data in accordance with Section 11.8.

5. Intellectual Property Rights

5.1 All copyright and other Intellectual Property Rights in the Offering, NOUMENA CLOUD, and the NOUMENA Software shall belong to us and you shall have no rights in respect of any of them except the right, as expressly granted under this Agreement, to use them in accordance with this Agreement.

5.2 You shall own all right, title and interest in and to all of the Client Applications and Derivative Works which you create using the Offering and shall grant a limited, non-exclusive, non-sublicensable, royalty-free license to us to access and use the Client Applications for the sole purpose of operating, maintaining, and supporting the Offering during the Term.

5.3 Nothing in this Agreement shall prevent us or any of the other Account Owners or Authorised Users from creating applications or other software products which are similar to your Client Applications.

6. Your Obligations

6.1 You undertake:

6.1.1 to ensure that each Authorised User is either a natural person or a system under your direct control and affiliated with you or your organization in a commercial or operational capacity;

6.1.2 to maintain accurate and up-to-date records of the e-mail addresses of all Authorised Users;

6.1.3 to accept full responsibility for all acts and omissions of your Authorised Users and any other individual or system to whom you grant access to the Offering;

6.1.4 to ensure that access is not granted to any person or system unrelated to your internal operations or without a legitimate operational relationship;

6.1.5 to comply with the Acceptable Usage Policy and Privacy Policy, each available on our Website;

6.1.6 to comply with all Applicable Laws and regulations in relation to your activities under this Agreement;

6.1.7 to cooperate with any reasonable request by us to verify the affiliation or appropriateness of an Authorised User and acknowledge that we may suspend or restrict access if non-compliance is suspected.

6.2 You confirm and warrant that you will not infringe any of our Intellectual Property Rights as defined in Section 5.1 of this Agreement.

6.3 You confirm that we are not responsible for checking any Data that you upload as part of the Services provided to you. We shall not be responsible or liable for any loss, destruction, alteration or disclosure of your Data or damage to your business systems, software or hardware caused by any third party.

6.4 You represent and warrant that: (a) you have the full right, power, and authority to enter into this Agreement and to use the Offering; (b) your use of the Offering, and any Data or Client Applications you upload, submit, or distribute via the Offering will not violate any Applicable Law, infringe third-party rights, or result in any liability for us.

7. Our Obligations

7.1 We will use reasonable care and skill in performing and providing the Services.

7.2 We will use reasonable efforts to maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this Agreement. Additionally, we warrant that the Offering, when used in accordance with this Agreement and without modification, does not, to the best of our knowledge, infringe any third-party Intellectual Property Rights.

7.3 We will take appropriate security measures that are required by Data Protection Legislation and in accordance with good industry practice relating to data security.

7.4 Except as expressly provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, availability, reliability, suitability, performance or fitness for purpose of the and Services provided hereunder is given or assumed by us. Certain components of the Offering may include or rely upon third-party open-source software. These components are provided under their respective licenses, and we make no warranties with respect to such components beyond those contained in the applicable open-source terms. Details can be found on the following page: https://documentation.noumenadigital.com/licenses/#required-third-party-software-and-licenses.

7.5 In the event of any loss or damage to your Data caused by our Offering, your sole and exclusive remedy shall be for us to use reasonable endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by us. We do not accept responsibility or liability howsoever arising for any loss, destruction, alteration or disclosure of your Data.

7.6 We maintain commercially reasonable business continuity and disaster recovery measures to help ensure resilience and minimize service disruption. Further details may be provided upon written request, subject to confidentiality obligations.

8. Payment and Compliance with Third-Party Cloud Provider’s Policies

8.1 You will pay all undisputed fees, and other charges, as specified on the applicable Order Form(s) and as otherwise provided herein (Fees). The Fees are exclusive of all direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessment of any nature, including value-added, sales, use or withholding taxes (Taxes). You are solely responsible for payment of all Taxes related to this Agreement. NOUMENA may be required to collect and remit Taxes from you unless you provide NOUMENA with a valid tax exemption certificate. Neither party shall be responsible for any Taxes levied against the other party’s net income.

8.2 If you purchased the Offering through a Third-Party Cloud Provider Marketplace, the Fees will be invoiced by the Third-Party Cloud Provider and charged to you under the terms of the respective Marketplace’s terms of use and the Order Form. NOUMENA is not responsible for any Third-Party Cloud Provider’s billing and payment process. Purchases made through a Third-Party Cloud Provider’s Marketplace will also be subject to the relevant Third-Party Cloud Provider’s privacy and other website policies.

8.3 If you place an Order directly with NOUMENA (e.g., through NOUMENA’s Marketplace) the following payment terms apply:

Fees must be paid in full either via credit card or within thirty (30) days of your receipt of the invoice, depending on your selected payment method. All Fees are non-cancellable and non-refundable. You are responsible for payment of fees for the Offering for the entire Subscription Term, whether or not actually used. Fees are stated and payable in the currency specified in the applicable Order or as indicated in the relevant marketplace, unless otherwise agreed in writing.

8.3.1 Any undisputed payment not received by the due date may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum penalty permitted by law (whichever is lower), plus all reasonable costs of collection. NOUMENA reserves the right to suspend your access to the Offering or Services if circumstances reasonably suggest an inability or unwillingness to pay.

8.3.2 If you dispute any Fees in good faith, you may withhold payment of the disputed amount while the parties work to resolve the matter. You must notify NOUMENA in writing within ten (10) business days of receipt of the invoice, providing reasonable details of the dispute. All undisputed amounts must be paid in accordance with this Agreement. The parties will negotiate in good faith to resolve disputes within thirty (30) days.

8.4 You must purchase sufficient licenses or usage rights to cover your use of the Offering. If your usage exceeds the licensed amount (Excess Usage), NOUMENA reserves the right to invoice you at the then-current list price without any applicable discounts. NOUMENA may audit your usage with reasonable notice and, if an audit reveals unpaid Excess Usage exceeding five percent (5%) or a material failure to maintain accurate records, you will be responsible for additional license or usage fees and audit costs.

8.5 Upon your written request and no more than once per calendar year, we shall provide you with reasonable information and documentation necessary to demonstrate our compliance with our obligations under this Agreement, including but not limited to our adherence to Data Protection Legislation and security measures as set forth in Section 7.3. Such information may be provided through a self-attestation, security questionnaire, or, at our discretion, a summary report from an independent third-party auditor, subject to confidentiality obligations under Section 20. You shall bear your own costs associated with such verification.

9. Defence of Third-Party Claims and Indemnification

9.1 You will defend us and any of our affiliates (if relevant) (Affiliates) from and against any and all third-party claims, actions, suits, or proceedings arising from or related to: (a) your or any of your Authorized User’s breach of this Agreement or any applicable use terms; or (b) any content, data, or materials provided, uploaded, or transmitted by you through the Offering ; or (c) any loss alleged to be suffered by a third party as a result of using the results or output of the Offering (a “Claim Against NOUMENA”). You will indemnify us and our Affiliates for all reasonable attorneys’ fees incurred, damages, and other costs finally awarded against us or our Affiliates in connection with or as a result of, and for amounts paid under a settlement approved by you in connection with a Claim Against NOUMENA. We must provide you with prompt written notice of any such claim and allow you the right to assume the exclusive defence and control of the claim and to cooperate with any reasonable requests in assisting your defence or settlement of such matter.

9.2 We will defend you against any and all third-party claims, actions, suits, or proceedings alleging that: (a) the Offering, when used in accordance with this Agreement and without modification, infringes or misappropriates a third party’s Intellectual Property Rights; or (b) the Offering violates applicable laws, including Data Protection Legislation (a “Claim Against User”). We will indemnify you for all reasonable attorneys’ fees incurred, damages, and other costs finally awarded against you in connection with, or as a result of, and for amounts paid by you under a settlement approved by us in connection with a Claim Against User.  We will have no liability under this Section 9.2 if a Claim Against User arises from: (1) User Data or any non-NOUMENA product, service, or third-party software; (2) any modification, combination, or development of the Offering not performed or authorized in writing by us, including the use of any application programming interface (API); or (3) use of the Offering in a manner not permitted by this Agreement or by the Third-Party Cloud Provider’s terms and conditions relating to the Account. You must provide us with prompt written notice of any such claim and allow us the right to assume exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of the matter. This Section 9.2 sets out our sole liability and your exclusive remedy for any Claim Against User.

9.3 Notwithstanding Sections 9.1 and 9.2:

9.3.1 An indemnified party may choose its own legal counsel at its own expense; and

9.3.2 No indemnifying party may enter into a settlement without the express written consent of the indemnified party (such consent not to be unreasonably withheld) if:

(a) the third party asserting the claim is a governmental or regulatory authority;

(b) the settlement involves an admission of liability or fault by the indemnified party;

(c) the settlement does not include a full and unconditional release of the indemnified party; or

(d) the settlement includes terms beyond a full release of liability and the payment of monetary damages.

9.4 You will indemnify us and keep us indemnified against any loss, damage, claim or expense arising out of any claim that (a) the storage of your Data via the Services by us infringes the Intellectual Property Rights of any third party; or (b) Personal Data uploaded by you to the Offering infringes Data Protection Legislation, including breach of Section 19.3. Upon our request, you shall, within ten (10) business days, provide us with reasonable evidence of all necessary authorizations, consents, and legal bases for the upload and processing of such Data and Personal Data, as required by Sections 19.3 and 19.8. Your failure to provide such evidence shall not limit your indemnity obligations under this Section.

10. Limitation of Liability

10.1 Nothing in this Agreement shall in any way exclude or limit our liability for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law is not possible to exclude or limit.

10.2 Our Offerings are not certified to host Health Data or any other Special Categories of Personal Data (as defined in Art 9 GDPR) in any jurisdiction. You shall not use any Offering to host applications which contain Health Data or any other Special Categories of Personal Data. You shall ensure compliance with this restriction and implement appropriate technical and organizational measures to prevent such uploads. We reserve the right to audit your compliance with this restriction, with at least ten (10) business days’ notice, to verify that no Health Data or any other Special Categories of Personal Data is processed. If an audit reveals non-compliance, you shall promptly remedy the violation, and you may be liable for reasonable audit costs if the violation is material. We do not accept any liability to you or the relevant Data Subjects in relation to Health Data uploaded in breach of this Section

10.3 For each Offering, each party’s maximum aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the total fees paid by User for the Offering during the12-months prior to the event giving rise to the incident, subject to the following:

10.3.1 In the event of unauthorized access, use, or disclosure of User Data resulting from NOUMENA’s breach of its obligations under Section 7, NOUMENA’s maximum liability will not exceed two times (2x) the total amount paid by User during the 12 months prior to the incident

10.3.2 For any Claim Against User related to violation of third-party Intellectual Property Rights as defined in Section 9.2, NOUMENA's maximum liability will not exceed four times (4x) the total amount paid by User for the Offering during the 12 months prior to the incident

10.3.3 For Offerings provided free of charge, NOUMENA’s liability is limited to direct damages finally awarded up to USD 1,000.

10.4 In no event will either party be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or business interruption, regardless of cause or theory of liability, even if advised of the possibility of such damages.

10.5 The limitations and exclusions in this Section 10 do not apply to liability arising from: (1) your indemnification obligations pursuant to Section 9.1 or any other infringement or misappropriation of our Intellectual Property Rights; or (2) either party’s gross negligence, willful misconduct, or fraud.

11. Term and Termination

11.1 This Agreement will commence on the Effective Date and remains active for the Term of each Offering unless terminated in accordance with the remainder of this Section.

11.2 You may unsubscribe from any Offering directly on the relevant Marketplace. Once you have unsubscribed, your access to the Offering will continue until the end of the applicable Term, after which your right to use the Offering will terminate and the terms of this Agreement no longer apply to it. The terms of this Agreement will continue to apply to any live Offering to which you are subscribed.

11.3 We may terminate any live Offerings and this Agreement at any time with fifteen (15) days’ written notice if we reasonably believe that you are in material breach of this Agreement, or our acceptable usage policy of privacy policy (links can be found in section 6.1.3) and you have failed to remedy the breach.

11.4 We may terminate any live Offerings and this Agreement with ten (10) days’ written notice if we reasonably believe that your use of the Offering materially compromises the security of the Offering or our reputation, provided you fail to cure such breach within the notice period. Notwithstanding the foregoing, we may terminate any live Offerings and this Agreement immediately without notice if we reasonably believe that your use poses an imminent and significant threat to the security of the Offering or our reputation that cannot be cured.

11.5 On termination of this Agreement however caused, the Licence shall terminate and accordingly your right to use all live Offerings will cease.

11.6 We will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated by you without cause.

11.7 WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ITS TERMINATION OF YOUR RIGHT TO USE OR OTHERWISE ACCESS AN OFFERING.

11.8 Upon expiration or termination of the Subscription Term or this Agreement for any reason: (a) We will retain your Data, including any Personal Data, for a period of thirty (30) days, solely to allow for data export, unless you request earlier deletion in writing. (b) During this period, you may request to download or export your Data using available tools or by contacting us. (c) After this retention period, we will permanently delete your Data, including backups, unless otherwise required by law. (d) In case of suspension of access (not termination), we will retain your Data for the duration of the suspension and provide you the opportunity to cure the breach or resume access. You acknowledge that it is your responsibility to maintain appropriate backups of your Data and that we are not obligated to retain or restore Data beyond the timeframes specified in this Section. Notwithstanding the foregoing, we may retain certain registration, account, and billing information as required to comply with our legal, tax, or regulatory obligations.

11.9 Each of the following provisions of this Agreement shall remain in full force and effect after termination: Section 5 (Intellectual Property Rights), Section 9 (Defence of Third-Party Claims and Indemnification), Section 10 (Limitation of Liability)), this Section 11 (Termination), Section 14 (Notices), Section 17 (Entire Agreement), Section 18 (Third Party Rights), Section 19 (Data Protection), Section 20 (Confidentiality), Section 21 (No Partnership or Agency), and Section 22 (Governing Law).

12. Force Majeure

12.1 No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this Section 12 shall excuse you from any payment obligations under this Agreement. If any such event continues for more than ninety (90) days and provided substantial performance is still impeded either party may terminate this Agreement forthwith by prior written notice without prejudice to the accrued rights of either party.

13. Assignment

13.1 We may assign, sub-contract or otherwise transfer any of our rights or obligations under this Agreement without your consent. You may only assign, sub-contract or otherwise transfer any of your rights or obligations with our prior written consent.

14. Notices

14.1 Any notice required to be given pursuant to this Agreement must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to us must be sent to the address stated in the Order. Notices to you will be sent by email or other electronic form to the contact details provided when registering the Account.

15. Severability

15.1 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

16. Waiver

16.1 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

17. Entire Agreement

17.1 This Agreement and any document expressly incorporated in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.

17.2 Any changes to the text of this Agreement will be published on https://documentation.noumenadigital.com/licenses/ and will take effect immediately upon publication. If you do not agree with the changes, you may terminate this Agreement by unsubscribing from the Offering through your chosen marketplace within thirty (30) days from the date of publication. Continued use of the Offering constitutes acceptance of the revised Agreement.

18. Third Party Rights

18.1 A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19. Data Protection

19.1 Each party shall comply with its obligations under the Data Protection Legislation. Neither party shall by any act or omission, deliberately put the other party in breach of the Data Protection Legislation and each party shall use all necessary measures to ensure that it does not put the other party in breach of the Data Protection Legislation.

19.2 For the purposes of Data Protection Legislation, you are the Controller of any Personal Data you upload to or process through the Offering. We act as a Processor only with respect to Personal Data processed through the Offering infrastructure as required to deliver, maintain, and secure the Offering. You remain solely responsible for the lawfulness, security, and integrity of Personal Data processed within your own applications or workflows built on the Offering.

19.3 We will use your Personal Data and any information we obtain from you to provide you with our Services. We will use all appropriate technical and organisational measures to protect the Personal Data at all times.

19.4 The Client Applications which you create using the Offering may contain third party Personal Data. You must ensure that you have the relevant authorisation to upload the third party’s Personal Data to the Offering.

19.5 We engage third-party cloud providers as subprocessors to host the Offering. A list of current subprocessors, including their names and processing locations, is available at the applicable URL and may be updated from time to time. You acknowledge that these subprocessors are essential to the provision of the Services and consent to their use, subject to our compliance with Data Protection Legislation. You are responsible for ensuring that your use of the Offering complies with Data Protection Legislation, including any additional requirements imposed by such third-party cloud provider’s data protection terms.

19.6 We will not, except in accordance with your documented instructions, transfer any Personal Data to a country or territory outside the European Economic Area (EEA) unless such country or territory ensures an adequate level of protection for the rights and freedoms of data subjects, as determined by the European Commission, or appropriate safeguards such as the Standard Contractual Clauses (SCCs) are in place. It remains your responsibility to ensure your selected cloud provider adheres to your applicable data protection obligations.

19.7 You shall ensure that no Health Data or any other Special Categories of Personal Data is uploaded or processed through the Offering, in accordance with Section 10.2. You shall implement and maintain appropriate safeguards to prevent such uploads and promptly notify us of any breach of this obligation.

19.8 Where required by Data Protection Legislation, we will enter into a Data Processing Agreement (DPA) with you to govern the processing of Personal Data under this Agreement. You may request a DPA by contacting us. The DPA will be based on the standard contractual clauses approved by the European Commission or other applicable authority, as relevant, and will take effect upon mutual execution.

19.9 You confirm that you have all necessary licenses and consents to enable us to access your or a relevant third party’s Personal Data as set out in this Section, and you shall indemnify us against any liability that we may incur as a result of your failure to obtain such consents.

20. Confidentiality

20.1 The parties agree not to use or disclose each other’s Confidential Information, received or disclosed during the Term, save for use or disclosure required in order to provide or use (respectively) the Services. Disclosure shall be limited to the receiving party’s employees, officers, agents or contractors directly involved in performing obligations under this Agreement.

20.2 The parties agree that information is not to be regarded as Confidential Information and that you will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.

20.3 For the avoidance of doubt a Client Application is considered to be your Confidential Information.

20.4 You acknowledge that we may use your name and the fact that you are using the Offering in our marketing materials.

20.5 Operational metadata generated by your use of the Offering, such as usage logs, performance metrics, and system analytics, is not considered Confidential Information provided that it is anonymized and/or aggregated so that neither you nor your Client Applications can be directly or indirectly identified. We may use such metadata solely to monitor, improve, and optimize the Offering unless otherwise prohibited by Applicable Law.

20.6 The obligations under this Section 20 shall continue during the Term and, for all Confidential Information received prior to termination or expiration of this Agreement, shall remain in effect for a period of five (5) years following the date of such termination or expiration, except for Confidential Information that constitutes a trade secret under Applicable Law, which shall remain confidential for as long as it retains its status as a trade secret.

21. No Partnership or Agency

21.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Governing Law

22.1 This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the jurisdiction of the courts of Zug, Switzerland.

22.2 Before initiating any legal proceedings in relation to this Agreement, each party agrees to first attempt to resolve any dispute in good faith through discussions between senior representatives. If no resolution is achieved within thirty (30) days of such initiation, either party may proceed with legal remedies.

NOUMENA CLOUD LICENCE AND TERMS OF USE