Proprietary Software License Agreement

Copyright © 2025 HGE Group. All rights reserved.

This Proprietary Software License Agreement (“Agreement”) is a legally binding contract between you, either as an individual or as a legal entity (“Licensee”), and HGE Group, based in Germany (“Licensor” or “HGE Group”), governing your use of the software product known as Uslimato, including all associated modules, documentation, interfaces, data, and updates (collectively, the “Software”).

BY ACCESSING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THESE TERMS, LICENSEE MUST NOT ACCESS OR USE THE SOFTWARE.

1. Ownership

The Software and all copies thereof, including all source code, object code, algorithms, data structures, user interfaces, documentation, trade secrets, and any other intellectual property embodied therein, are and shall remain the sole and exclusive property of HGE Group. The Software is protected by applicable intellectual property laws, including but not limited to German copyright law (Urheberrechtsgesetz — UrhG), Directive 2009/24/EC of the European Parliament and of the Council on the legal protection of computer programs, and applicable international treaties including the Berne Convention and the TRIPS Agreement.

Nothing in this Agreement transfers any ownership right, title, or interest in or to the Software to Licensee. All rights not expressly granted herein are reserved exclusively by HGE Group.

2. Grant of License

Subject to Licensee’s full compliance with the terms of this Agreement and any applicable subscription or service agreement entered into with Licensor, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software during the term of the applicable subscription for Licensee’s own business operations.

2.1 Scope of Use — Affiliates. The licence extends to Licensee’s Affiliates, defined as any legal entity that is directly or indirectly controlled by Licensee, controls Licensee, or is under common control with Licensee, where “control” means ownership of more than fifty percent (50 %) of the voting shares or equivalent ownership interest. In addition, Licensee may extend the licence to other entities explicitly designated in the applicable subscription or service agreement (“Contractually Defined Entities”). Both Affiliates and Contractually Defined Entities are bound by all terms of this Agreement, and Licensee remains fully liable for their compliance. HGE Group may enforce the terms of this Agreement directly against any Affiliate or Contractually Defined Entity that uses the Software, as if such entity were a party to this Agreement.

2.2 Named-User Licensing. The Software is licensed on a strictly per-named-user basis. Each licence entitles one (1) identified natural person to access the Software. The following rules apply:

1. Licences are personal and non-transferable between individuals, except that a licence may be permanently reassigned to a replacement user when the original user no longer requires access (e.g. due to role change or departure).
2. Shared, generic, or group accounts are not permitted for personal use. Functional accounts (e.g. for automated jobs, system integrations, or scheduled tasks) are permitted provided they are not used by individuals as a substitute for a personal named-user licence.
3. Concurrent or simultaneous login by multiple individuals under a single user account is prohibited where the purpose or effect is to circumvent the named-user licensing model.
4. HGE Group reserves the right to monitor licence usage through technical and organisational measures — limited to aggregated and technical usage data (e.g. login frequency, session counts, concurrent access patterns) and not extending to the content of Licensee’s data — and to take appropriate action, including suspension of access, adjustment of licence fees, or termination of this Agreement, in the event of a breach of these provisions. Any processing of personal data in connection with such monitoring is subject to the applicable privacy policy and data processing agreement referenced in Section 4A.

2.3 Source Code. This licence does not include any right to access the Software’s source code unless explicitly agreed in a separate written agreement signed by an authorised representative of HGE Group.

3. Restrictions

Licensee shall not, and shall not permit any third party to, directly or indirectly:

1. copy, reproduce, duplicate, or make any reproduction of the Software or any portion thereof, in whole or in part, in any form or medium;
2. distribute, publish, sell, resell, transfer, assign, sublicense, rent, lease, lend, loan, or otherwise make available the Software or any rights therein to any third party, except as expressly permitted under Section 3A (Authorised Distribution Channels);
3. modify, adapt, translate, localise, port, create derivative works of, or otherwise alter the Software or any part thereof;
4. reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive, reconstruct, or discover the source code, underlying algorithms, data structures, or any trade secrets of the Software. Nothing in this Section shall restrict Licensee’s rights under § 69e of the German Copyright Act (UrhG) regarding decompilation for interoperability, or any other mandatory provisions of applicable law that cannot be excluded by contract;
5. remove, alter, cover, or obscure any proprietary notices, copyright notices, labels, legends, or marks affixed to or contained in the Software or its documentation;
6. use the Software to develop, offer, or operate any product or service that competes with the Software or with any product or service of HGE Group;
7. circumvent, disable, or tamper with any technical protection measures, digital rights management mechanisms, access controls, licence enforcement mechanisms, or security features of the Software;
8. use the Software in any manner that exceeds the scope of the licence granted herein, or beyond any applicable usage limits, user counts, or tenant restrictions;
9. use the Software for any unlawful purpose, or in violation of any applicable law, regulation, or the rights of any third party;
10. allow any person or entity other than Licensee’s (or its Affiliates’ or Contractually Defined Entities’) authorised employees or contractors — each holding a valid named-user licence and bound by confidentiality obligations at least as protective as those in this Agreement — to access or use the Software.

3A. Authorised Distribution Channels

3A.1 HGE Integration Partner Programme. The Software may be promoted, recommended, and referred to end customers exclusively by third parties that have been formally admitted to the HGE Integration Partner Programme (“Integration Partners”) under a separate written partner agreement with HGE Group. Details of the programme, including eligibility criteria, certification requirements, and partner obligations, are governed by the applicable HGE Integration Partner Agreement.

3A.2 Referral and Agent Model. Integration Partners act solely as referral agents. They do not acquire, hold, or grant any licence to the Software. All subscription and licence agreements are entered into directly between HGE Group and the end customer. Integration Partners utilise HGE Group’s support infrastructure and may not provide first-level or second-level technical support for the Software unless expressly authorised in the partner agreement.

3A.3 Managed Service Providers. Managed Service Providers (MSPs), IT service companies, system integrators, and similar entities that operate or administer the Software on behalf of their clients must be certified as Integration Partners under the HGE Integration Partner Programme before deploying, configuring, or managing the Software for any third party. Each end customer of an MSP must hold a separate, direct licence agreement with HGE Group.

3A.4 Prohibition of Unauthorised Resale. Any distribution, resale, referral, or commercial exploitation of the Software by entities not certified under the HGE Integration Partner Programme is strictly prohibited and constitutes a material breach of this Agreement.

3B. API and Integration Hub — Fair Use

3B.1 Scope. The Software provides application programming interfaces (“API”) and an integration hub (“Integration Hub”) that allow Licensee to programmatically access data and functionality within the Software, and to connect the Software with third-party systems. Use of the API and Integration Hub is subject to this Agreement and the following additional terms.

3B.2 Reasonable Use and Quota. API and Integration Hub usage must remain within the usage quotas defined by Licensee’s applicable billing plan (including, without limitation, rate limits, request volumes, and data transfer allowances). Licensee shall use the API and Integration Hub only in a manner that is proportionate to its legitimate business needs and shall not attempt to circumvent, manipulate, or artificially inflate these quotas through technical or organisational means. HGE Group reserves the right to throttle, suspend, or revoke API access in the event of usage patterns that materially exceed the contractually agreed quotas or that negatively impact the availability, performance, or security of the Software for other licensees.

3B.3 Prohibited Uses. Without limiting Section 3, Licensee shall not use the API or Integration Hub to:

1. systematically extract, replicate, mirror, or synchronise all or a substantial portion of the data, functionality, user interface logic, workflows, or business rules of the Software for the purpose of creating, training, or operating a product or service that replicates, substitutes for, or competes with the Software or any part thereof;
2. reverse engineer, reconstruct, or derive the Software’s proprietary algorithms, data models, or architectural patterns through analysis of API inputs, outputs, or behaviour;
3. build, offer, or contribute to any database, data set, or machine-learning model that reproduces or approximates the Software’s core functionality;
4. resell, redistribute, or sublicense API access or Integration Hub connectivity to third parties, except as part of an integration that operates within Licensee’s own licensed environment and for Licensee’s own business purposes;
5. use automated scripts, bots, or similar mechanisms to access the API at volumes or frequencies that are disproportionate to Licensee’s legitimate business needs, or that are designed to exhaust quotas, degrade service quality, or probe for vulnerabilities.

3B.4 Monitoring and Enforcement. HGE Group monitors API and Integration Hub usage through automated metering and logging. In the event of a suspected breach of this Section 3B, HGE Group may — without prejudice to any other rights or remedies — request an explanation from Licensee, impose temporary usage restrictions, or immediately suspend API access where continued access poses a risk to the Software’s integrity or availability.

4. Confidentiality

The Software contains proprietary and confidential information of HGE Group, including trade secrets. Licensee agrees to maintain the confidentiality of the Software with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Licensee shall not disclose any non-public information relating to the Software to any third party without the prior written consent of HGE Group.

4A. Data Processing and Privacy

4A.1 Roles. To the extent that HGE Group processes personal data on behalf of Licensee in the course of providing the Software, Licensee acts as the controller and HGE Group acts as the processor within the meaning of Art. 4 of Regulation (EU) 2016/679 (General Data Protection Regulation — “GDPR”).

4A.2 Data Processing Agreement. In accordance with Art. 28 GDPR, the parties shall enter into a separate Data Processing Agreement (“DPA”) that governs the scope, nature, and purpose of processing, the categories of personal data and data subjects, the technical and organisational measures implemented by HGE Group, sub-processor arrangements, and the rights and obligations of both parties. The DPA will be made available upon request and shall form an integral part of this Agreement upon execution.

4A.3 Data Location. Licensee’s data is stored and processed on servers located within the European Union (currently Germany). HGE Group will not transfer personal data to countries outside the EU/EEA without appropriate safeguards in accordance with Chapter V GDPR, and will notify Licensee of any such transfer in advance.

4A.4 Sub-Processors. HGE Group engages third-party service providers (sub-processors) for specific aspects of the Software’s operation, including but not limited to authentication, content delivery, and infrastructure hosting. A current list of sub-processors will be maintained and made available to Licensee upon request. HGE Group will notify Licensee of any intended changes to its sub-processors with reasonable advance notice, and Licensee may object to such changes on legitimate data protection grounds.

4A.5 Privacy Policy. HGE Group’s privacy policy, describing the processing of personal data in connection with the Software — including data collected for licence monitoring purposes under Section 2.2 — will be published at the Software’s website and updated as required by applicable law.

5. Updates and Modifications

HGE Group may, at its sole discretion and without obligation, provide updates, patches, bug fixes, new features, or new versions of the Software (“Updates”). Any Updates provided to Licensee shall be deemed part of the Software and subject to this Agreement unless accompanied by a separate licence agreement, in which case the terms of that agreement shall govern.

6. Term and Termination

6.1 Term. This Agreement is effective from the date Licensee first accesses or uses the Software and continues for the duration of the applicable subscription term. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term, the subscription shall automatically renew for successive periods of equal length.

6.2 Termination for Cause. Either party may terminate this Agreement by written notice if the other party materially breaches any provision hereof and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail. Where a breach is incapable of being cured, the non-breaching party may terminate immediately upon written notice.

6.3 Effects of Termination. Upon expiry or termination of this Agreement for any reason: (i) all licences granted hereunder shall immediately cease; (ii) Licensee shall immediately cease all use of the Software; (iii) Licensee shall destroy or return all copies of the Software and any related materials in its possession or control and, upon request, certify such destruction in writing to HGE Group; and (iv) HGE Group shall, upon Licensee’s written request made within thirty (30) days of termination, make Licensee’s data available for export in a standard machine-readable format, after which HGE Group may delete such data in accordance with its data retention policies and the applicable DPA.

6.4 Survival. Sections 1, 3, 3A, 3B, 4, 4A, 7, 8, 9, 10, and 11 shall survive termination or expiry of this Agreement.

7. Warranty

7.1 HGE Group warrants that the Software will perform substantially in accordance with its documentation during the subscription term. If the Software does not conform to this warranty, HGE Group shall, at its option, repair or replace the non-conforming Software within a reasonable period. If HGE Group is unable to remedy the defect within a reasonable time, Licensee may reduce the subscription fee proportionally or, in the case of a material defect, terminate this Agreement in accordance with Section 6.2.

7.2 The warranty does not apply to defects caused by (a) use of the Software in violation of this Agreement or the documentation, (b) modifications made by Licensee or third parties not authorised by HGE Group, (c) third-party software or hardware, or (d) force majeure events.

7.3 Beyond the express warranty in Section 7.1, and to the maximum extent permitted by applicable law, HGE Group makes no additional warranties, whether express, implied, or statutory, including implied warranties of fitness for a particular purpose. HGE Group does not warrant uninterrupted or error-free operation of the Software. This limitation does not affect mandatory statutory warranty rights that cannot be excluded or limited under applicable law.

8. Limitation of Liability

8.1 Unlimited Liability. Nothing in this Agreement excludes or limits HGE Group’s liability for (a) damages caused intentionally (Vorsatz) or through gross negligence (grobe Fahrlässigkeit), (b) injury to life, body, or health, (c) liability under the German Product Liability Act (Produkthaftungsgesetz), or (d) any other liability that cannot be excluded or limited by applicable mandatory law.

8.2 Essential Contractual Obligations. In the event of a slightly negligent breach of an obligation that is essential for the proper performance of this Agreement (wesentliche Vertragspflicht / Kardinalpflicht), HGE Group’s liability shall be limited to the foreseeable, contract-typical damages. This applies in particular to the obligation to provide the Software in a condition substantially conforming to the documentation, to maintain reasonable availability, and to protect Licensee’s data with reasonable care.

8.3 Other Liability. Subject to Sections 8.1 and 8.2, HGE Group shall not be liable for damages arising from slightly negligent breaches of non-essential contractual obligations, including but not limited to indirect, incidental, or consequential damages, loss of profits, loss of data (to the extent not caused by a breach of Section 8.2), or business interruption.

8.4 Aggregate Cap. Subject to Section 8.1 (which remains unlimited), HGE Group’s total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Licensee to HGE Group in the twelve (12) months immediately preceding the event giving rise to the claim.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent courts at the registered seat of HGE Group. Notwithstanding the foregoing, HGE Group reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

Language. This Agreement is drawn up in English. In the event of a dispute before a German court, a certified German translation may be required. Unless a binding German-language version is expressly agreed between the parties, the English version shall prevail in the interpretation of this Agreement.

10. Brand Assets and Name

10.1 Ownership of Brand Assets. The name “Uslimato”, the Uslimato logo (commonly referred to as the “Tidal Icon”), the associated wordmark, all colour schemes, visual design elements, and any other brand identifiers used in connection with the Software (collectively, the “Brand Assets”) are the exclusive intellectual property of HGE Group. The Brand Assets are protected under applicable intellectual property and unfair competition laws, including but not limited to German trademark law (Markengesetz — MarkenG), the EU Trade Mark Regulation (Regulation (EU) 2017/1001), and the Paris Convention for the Protection of Industrial Property. HGE Group reserves all rights in and to the Brand Assets.

10.2 No Implied Licence. This Agreement does not grant Licensee any right, title, licence, or interest in or to the Brand Assets, whether by implication, estoppel, or otherwise. Licensee acknowledges that any goodwill arising from the use of the Brand Assets inures exclusively to the benefit of HGE Group.

10.3 Permitted Use by Authorised Partners. Third parties that have entered into a formal, written partnership, integration, or co-marketing agreement with HGE Group (“Authorised Partners”) may use the Brand Assets solely to the extent expressly authorised in such agreement. Any such use must comply with the brand guidelines published by HGE Group (currently available at docs.uslimato.com) and is subject to HGE Group’s prior written approval for each specific use case. HGE Group may withdraw such approval at any time upon reasonable written notice.

10.4 Prohibited Uses. Without limiting the generality of the foregoing, no person or entity may, without the prior written consent of HGE Group:

1. use the Brand Assets, or any confusingly similar marks, names, logos, or designs, in connection with any product, service, or activity not authorised by HGE Group;
2. modify, distort, animate, recolour, or create derivative works of the Brand Assets;
3. use the Brand Assets in any manner that suggests endorsement, sponsorship, affiliation, or partnership with HGE Group where no such relationship exists;
4. incorporate the Brand Assets into any third-party trademark, trade name, service mark, domain name, social media handle, or business identifier;
5. use the Brand Assets in any manner that is misleading, defamatory, disparaging, obscene, or otherwise objectionable, or in any manner that may damage or dilute the reputation or goodwill associated with the Brand Assets or HGE Group;
6. use the name “Uslimato” or any phonetically or visually similar variation as part of any product name, company name, or commercial offering.

10.5 Enforcement. HGE Group reserves the right to take any and all legal action available under applicable law to enforce its rights in the Brand Assets, including seeking injunctive relief, damages, and recovery of legal costs. Any unauthorised use of the Brand Assets may constitute a material breach of this Agreement and may give rise to additional claims under applicable intellectual property and unfair competition laws.

11. General Provisions

Entire Agreement. This Agreement, together with any applicable subscription or service agreement, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings relating thereto.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No Waiver. Licensor’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorised representative of HGE Group.

Assignment. Licensee may not assign or transfer any rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of HGE Group. Any purported assignment in violation of this section is null and void. HGE Group may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. If this Agreement is assigned to an entity that is a direct competitor of Licensee, Licensee may terminate this Agreement upon thirty (30) days’ written notice following notification of the assignment.

Export Compliance. Licensee shall comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Software to any country, entity, or person in violation of such laws.

Contact. For licensing inquiries, please contact HGE Group at www.hge-group.com.