This On-Premise Software License Agreement (the “Agreement”) is entered into between xyzt.ai BV (“xyzt.ai”) and the entity identified in the applicable Order Form (“Licensee”).
This Agreement governs Licensee’s installation and use of the Licensed Software on Licensee’s own infrastructure.
Interpretation & Definitions
1.1 “Licensed Software” means the object-code version of the xyzt.ai software identified in the Order Form.
1.2 “Documentation” means the user manuals and technical documentation made available by xyzt.ai.
1.3 “Order Form” means a mutually executed ordering document referencing this Agreement.
1.4 “License Type” means Perpetual or Term, as specified in the Order Form.
1.5 “License Metric” means the usage basis (node-based or user-based) specified in the Order Form.
1.6 “Confidential Information” has the meaning assigned in the xyzt.ai SaaS Agreement.
1.7 “Support Services” and “Professional Services” have the meanings assigned in the Order Form.
1.8 “Authorized Personnel” means Licensee’s employees and contractors who have a legitimate business need to access the Licensed Software and who are bound by written confidentiality and use restrictions at least as protective as those in this Agreement.
Grant of License and Use Rights
2.1 Subject to payment of applicable fees and compliance with this Agreement, xyzt.ai grants Licensee a non-exclusive, non-transferable, non-sublicensable license to install and use the Licensed Software solely for Licensee’s internal business purposes in accordance with the Documentation.
2.2 If a Perpetual License is selected, the license is granted for an indefinite duration subject to the terms of this Agreement.
2.3 If a Term License is selected, the license is granted for the specified term and expires automatically unless renewed.
2.4 Use of the Licensed Software is limited to the License Metrics specified in the Order Form.
2.5 “Internal business purposes” means use of the Licensed Software exclusively within Licensee’s organization for Licensee’s own operations and does not include providing services to, or processing data on behalf of, any third party, except as permitted under Section 3.3(d).
License Restrictions and Prohibited Uses
3.1 Licensee shall not reverse engineer, decompile, disassemble, modify, create derivative works of, sublicense, rent, lease, distribute, or make the Licensed Software available to third parties.
3.2 Licensee shall not remove, alter, or obscure any proprietary notices, labels, or marks on the Licensed Software or Documentation.
3.3 Service Provider Prohibition. Licensee shall not use the Licensed Software to:
(a) Provide any services to third parties, including as a service bureau, time-sharing arrangement, or software-as-a-service (SaaS) offering;
(b) Deploy the Licensed Software in any multi-tenant environment where third parties can access the Licensed Software or its output;
(c) Develop, market, or offer any product or service that is substantially similar to, derived from, or based on the Licensed Software, including any product or service that replicates its core functionality, analytical methods, workflows, or user experience;
(d) Process data, perform computation, or provide analysis as a commercial service offering to third parties, except where such processing is performed as part of Licensee’s internal operations, statutory mandate, or contracted project delivery;
(e) Resell, sublicense, or otherwise make the Licensed Software or its capabilities available to any third party; or
(f) Use the Licensed Software to develop, train, or improve any competing or similar software product or service.
3.4 Benchmarking Prohibition. Licensee shall not conduct or publish any benchmarking tests or comparative analyses of the Licensed Software against competing products without xyzt.ai’s prior written consent.
3.5 Documentation Restrictions. Licensee shall not distribute, disclose, or make available the Documentation to any third party except to Authorized Personnel or as required by law.
Security Obligations and Data Protection
4.1 Security Measures. Licensee shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to:
(a) Prevent unauthorized access to, use of, copying of, or disclosure of the Licensed Software;
(b) Protect the Licensed Software from loss, theft, destruction, or damage;
(c) Restrict access to the Licensed Software to Authorized Personnel only; and
(d) Monitor and log access to the Licensed Software and conduct periodic security reviews.
4.2 Access Controls. Licensee shall:
(a) Maintain a current list of all Authorized Personnel with access to the Licensed Software;
(b) Ensure that all Authorized Personnel are bound by written confidentiality obligations and use restrictions consistent with this Agreement;
(c) Immediately revoke access rights upon termination of any Authorized Personnel’s employment or engagement; and
(d) Ensure that access to the Licensed Software is promptly revoked upon termination of employment, role change, or cessation of engagement of any Authorized Personnel.
4.3 Security Incident Notification. Licensee shall notify xyzt.ai in writing without undue delay and in any event within seventy-two (72) hours of becoming aware of:
(a) Any unauthorized access to, use of, copying of, or disclosure of the Licensed Software;
(b) Any suspected or actual breach of security relating to the Licensed Software;
(c) Any loss, theft, or destruction of any copy of the Licensed Software; or
(d) Any actual or suspected violation of the restrictions in Section 3.
4.4 Cooperation and Remediation. Following any security incident, Licensee shall:
(a) Cooperate reasonably with xyzt.ai in investigating and remediating the incident;
(b) Provide xyzt.ai with relevant information regarding the incident to the extent lawfully available;
(c) Take reasonable steps to mitigate the impact of the incident and prevent recurrence; and
(d) Bear reasonable costs and expenses associated with investigation and remediation of any incident to the extent resulting from Licensee’s breach of its security obligations under this Agreement.
4.5 Data Protection Compliance. Licensee is solely responsible for all data processed using the Licensed Software and for compliance with all applicable data protection, privacy, and security laws and regulations.
Delivery, Installation, and Acceptance
5.1 The Licensed Software is delivered electronically or as otherwise agreed in the Order Form.
5.2 Unless Professional Services are purchased, installation, configuration, and integration are Licensee’s sole responsibility.
Support and Maintenance (Optional)
6.1 Support Services are provided only if expressly ordered in the Order Form and subject to payment of applicable fees.
6.2 Updates, upgrades, and enhancements are included only with an active Support Services subscription.
Professional Services (Optional)
7.1 Professional Services, if any, are governed by this Agreement and described in the Order Form or a Statement of Work.
7.2 All deliverables resulting from Professional Services remain the intellectual property of xyzt.ai unless expressly agreed otherwise in writing.
Fees and Payment
8.1 All fees are non-refundable unless expressly stated in the Order Form.
8.2 Invoices are payable within the period stated on the Order Form. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
8.3 All fees are exclusive of applicable taxes, duties, and levies, which shall be borne by Licensee.
Intellectual Property Rights
9.1 All intellectual property rights in and to the Licensed Software, Documentation, and any modifications, enhancements, or derivative works thereof remain exclusively with xyzt.ai and its licensors.
9.2 No rights are granted to Licensee except as expressly stated in this Agreement. All rights not expressly granted are reserved by xyzt.ai.
9.3 Licensee acknowledges that the Licensed Software contains valuable trade secrets and confidential information of xyzt.ai and that unauthorized disclosure or use would cause irreparable harm to xyzt.ai.
Confidentiality
10.1 Each Party shall protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
10.2 Neither Party shall disclose the other Party’s Confidential Information except to Authorized Personnel who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
10.3 The Licensed Software and Documentation constitute Confidential Information of xyzt.ai.
Audit Rights
11.1 Compliance Audits. Upon reasonable advance written notice (not less than fifteen (15) business days), xyzt.ai or its designated representatives may audit Licensee’s use of the Licensed Software to verify compliance with:
(a) The License Metrics and other usage restrictions specified in the Order Form;
(b) The license restrictions and prohibited uses set forth in Section 3;
(c) The security obligations set forth in Section 4; and
(d) All other terms and conditions of this Agreement.
11.2 Audit Procedure. Audits shall be conducted during normal business hours and in a manner designed to minimize disruption to Licensee’s business operations. Licensee shall provide reasonable cooperation and access to relevant personnel, systems, records, and documentation reasonably necessary for the audit purpose.
11.3 Audit Frequency. xyzt.ai may conduct audits no more than once per calendar year unless a prior audit revealed a material breach or non-compliance.
11.4 Audit Findings. If an audit reveals that Licensee has exceeded the License Metrics or otherwise failed to comply with this Agreement:
(a) Licensee shall promptly pay xyzt.ai for any underpaid fees, calculated at xyzt.ai’s then-current rates, plus interest from the date such fees were due;
(b) If the underpayment exceeds five percent (5%) of the fees paid during the audited period, Licensee shall reimburse xyzt.ai for the reasonable costs of the audit; and
(c) xyzt.ai reserves the right to terminate this Agreement for material non-compliance in accordance with Section 14.
11.5 Self-Certification. Upon request (no more than annually), Licensee shall provide xyzt.ai with a written certification signed by an authorized officer confirming compliance with this Agreement.
Warranties and Disclaimers
12.1 Mutual Warranties. Each Party warrants that it has full authority to enter into this Agreement and that its performance will not violate any other agreement to which it is a party.
12.2 Limited Warranty. xyzt.ai warrants that the Licensed Software will materially conform to the Documentation for ninety (90) days following delivery. Licensee’s sole remedy for breach of this warranty is, at xyzt.ai’s option, repair, replacement, or refund of the license fee paid.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.2, THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. XYZT.AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Limitation of Liability and Indemnification
13.1 Liability Cap. Except as provided in Section 13.3, xyzt.ai’s total aggregate liability under this Agreement shall not exceed the fees paid by Licensee to xyzt.ai during the twelve (12) months immediately preceding the event giving rise to liability.
13.2 Consequential Damages. EXCEPT AS PROVIDED IN SECTION 13.3, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Exceptions to Limitations. The limitations in Sections 13.1 and 13.2 shall not apply to: (a) Licensee’s willful breach of the license restrictions in Section 3; (b) Licensee’s willful breach of the security obligations in Section 4; (c) Licensee’s willful breach of confidentiality obligations; or (d) Either Party’s gross negligence or willful misconduct.
13.4 Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless xyzt.ai and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Licensee’s breach of this Agreement; (b) Licensee’s violation of any law or regulation in connection with its use of the Licensed Software; (c) Any unauthorized access to, use of, copying of, or disclosure of the Licensed Software resulting from Licensee’s failure to implement adequate security measures; (d) Any use of the Licensed Software by Authorized Personnel or third parties with access through Licensee; or (e) Any claim that Licensee’s use of the Licensed Software infringes or misappropriates any third-party rights if such infringement results from Licensee’s modification, misuse, or combination of the Licensed Software with other products.
13.5 Indemnity Cap. Licensee’s total indemnification liability under Section 13.4 shall be capped at two (2) times the fees paid by Licensee to xyzt.ai during the twelve (12) months immediately preceding the event giving rise to the claim, except in cases of willful misconduct.
Term and Termination
14.1 Term. This Agreement commences on the Effective Date specified in the Order Form and continues until terminated in accordance with this Section 14.
14.2 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.
14.3 Immediate Termination. xyzt.ai may terminate this Agreement immediately upon written notice if: (a) Licensee breaches any provision of Section 3 (License Restrictions and Prohibited Uses); (b) Licensee fails to notify xyzt.ai of a security incident as required by Section 4.3; (c) Licensee breaches any confidentiality obligation; (d) An audit reveals material non-compliance with the License Metrics or other material terms; or (e) Licensee becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
14.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) All licenses granted hereunder shall immediately terminate; (b) Licensee shall immediately cease all use of the Licensed Software and Documentation; (c) Within ten (10) business days, Licensee shall uninstall, delete, and destroy all copies of the Licensed Software and Documentation in its possession or control, including all backup copies; (d) Licensee shall provide xyzt.ai with a written certification signed by an authorized officer confirming compliance with subsection (c); (e) Upon xyzt.ai’s request, Licensee shall permit xyzt.ai to conduct a final audit to verify compliance with this Section 14.4, except for Government and Public Sector Customers as described in Section 16; and (f) All fees owed to xyzt.ai shall become immediately due and payable.
14.5 Survival. Sections 3 (License Restrictions), 4 (Security Obligations), 9 (Intellectual Property), 10 (Confidentiality), 11 (Audit Rights), 13 (Limitation of Liability and Indemnification), 14.4 (Effect of Termination), 14.5 (Survival), and 17 (Miscellaneous) shall survive termination or expiration of this Agreement.
Governing Law and Dispute Resolution
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws specified in the Order Form, without regard to its conflict of laws principles.
15.2 Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts specified in the Order Form for any legal action or proceeding arising out of or relating to this Agreement.
15.3 Injunctive Relief. Licensee acknowledges that any breach of Sections 3, 4, 9, or 10 may cause irreparable harm to xyzt.ai for which monetary damages would be an inadequate remedy. Accordingly, xyzt.ai shall be entitled to seek equitable relief, including injunction and specific performance, without the necessity of proving actual damages or posting a bond.
Government and Public Sector Customers (Optional)
16.1 Government customers are not subject to automatic renewals unless expressly stated in the Order Form.
16.2 xyzt.ai has no access to Licensee systems or data unless explicitly agreed to in writing in the Order Form or a separate data processing agreement.
16.3 Licensee retains full responsibility for implementing and maintaining security controls, conducting security assessments, and obtaining any required accreditations or certifications.
16.4 Nothing in this Agreement restricts Licensee’s participation in open and competitive procurement processes required by applicable law.
16.5 The Licensed Software operates independently of external cloud services unless explicitly configured otherwise by Licensee.
16.6 Audits conducted under Section 11 are limited strictly to verification of license compliance and do not extend to Licensee’s internal operations, data, or other systems.
Miscellaneous
17.1 Entire Agreement. This Agreement, together with the Order Form and any referenced documents, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
17.2 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
17.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the Parties’ original intent.
17.4 Waiver. No waiver of any provision or breach of this Agreement shall be deemed a waiver of any other provision or breach. Any waiver must be in writing and signed by the waiving Party.
17.5 Assignment. Licensee may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without xyzt.ai’s prior written consent. Any attempted assignment in violation of this provision shall be void. xyzt.ai may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
17.6 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, pandemic, or governmental action, provided the affected Party promptly notifies the other Party and uses reasonable efforts to resume performance.
17.7 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email, certified mail, or reputable courier service to the addresses specified in the Order Form. Notices shall be deemed given upon receipt or, if earlier, three (3) business days after mailing.
17.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
17.9 Export Compliance. Licensee shall comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Licensed Software to any prohibited country, entity, or person.
17.10 Publicity. Neither Party may use the other Party’s name, logo, or trademarks in marketing or promotional materials without the other Party’s prior written consent, except that xyzt.ai may identify Licensee as a customer in its customer lists and marketing materials unless Licensee objects in writing.
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