End User License Agreement (EULA)

This End User License Agreement ("EULA") is a legal agreement between the individual or entity downloading, installing, accessing, or using the Software or Services ("Customer", "you") and Exate Technology Limited ("Exate", "we", "us", "our").

By downloading, installing, accessing, or using the Software or Services, you acknowledge that you have read and understood this EULA and agree to be bound by its terms. If you do not agree, do not download, install, access, or use the Software or Services.

1. Definitions

"Software" means Exate's proprietary software, including any updates, upgrades, and related documentation.

"Services" means any hosted, SaaS, support, or professional services provided by Exate.

"Order Form" means any ordering document, statement of work, or commercial agreement agreed between the parties that specifies the Software, Services, fees, term, and applicable usage limits.

"Deployment Model" means the method by which the Software is provided, including:

SaaS (hosted by Exate or its providers)
On-Premise (installed in Customer-controlled environments)
Hybrid (combination of SaaS and on-premise components)

"Authorised Users" means employees or contractors permitted by Customer to use the Software.

2. Licence Grant

Subject to this EULA and any applicable Order Form or agreement, Exate grants Customer a:

non-exclusive
non-transferable
non-sublicensable (except as expressly permitted)

licence to access and use the Software and/or Services during the applicable term.

Use is limited to:

Customer's internal business purposes
the agreed Deployment Model
any usage limits (users, environments, execution environments, data volume)

3. Deployment Terms

3.1 SaaS Deployment

Where provided as SaaS:

Software is hosted by Exate or its cloud providers
Customer is granted access via internet-based interfaces
Exate manages infrastructure, updates, and availability

3.2 On-Premise Deployment

Where installed on Customer systems:

Customer is responsible for infrastructure, installation, and environment
Exate provides installation guidance and documentation
Customer must meet minimum technical requirements

3.3 Hybrid Deployment

Where both SaaS and on-premise components are used:

Responsibilities are shared as defined above
Customer is responsible for secure integration between environments

4. Acceptable Use & Restrictions

Customer shall not:

copy, modify, or create derivative works of the Software
reverse engineer, decompile, or disassemble
resell, sublicense, or commercially exploit the Software
use the Software for third parties unless expressly permitted
bypass or interfere with security mechanisms
use the Software in violation of applicable laws

Customer is responsible for all actions of Authorised Users.

5. Data Protection & Security

5.1 Roles

For SaaS deployments, Customer is the Data Controller and Exate acts as Data Processor where processing personal data on Customer's behalf.
For On-Premise and Hybrid deployments, Customer remains the Data Controller and Exate does not act as a Data Processor where Exate does not access or process Customer personal data.

5.2 SaaS Data Processing (Applicable to SaaS Only)

Where Exate processes personal data in a SaaS deployment, Exate shall:

process personal data only on documented instructions from Customer
implement appropriate technical and organisational security measures
ensure personnel are subject to confidentiality obligations

5.3 Security Measures

Exate maintains safeguards appropriate to the Deployment Model, including where applicable:

encryption (in transit and/or at rest)
access controls and authentication mechanisms
monitoring and incident response procedures

5.4 Sub-processors (SaaS Only)

For SaaS deployments, Exate may use sub-processors, including cloud infrastructure providers (e.g. AWS).

Exate shall:

use reputable providers that maintain appropriate security and compliance standards
make information about key sub-processors available upon request

Customer acknowledges that such providers operate under their own terms and compliance frameworks, and Exate does not assume direct responsibility for their independent compliance obligations.

5.5 Data Breach (SaaS Only)

For SaaS deployments, Exate shall notify Customer without undue delay upon becoming aware of a personal data breach affecting Customer data.

5.6 Data Transfers (SaaS Only)

To the extent that personal data is processed in SaaS deployments, and where such data is transferred outside the UK/EEA, Exate shall rely on the data transfer mechanisms made available by its infrastructure providers (e.g. AWS) and their applicable safeguards (such as Standard Contractual Clauses or equivalent).

Customer acknowledges that SaaS environments are typically used for evaluation or limited data scenarios unless otherwise agreed in writing.

5.7 Data Retention & Deletion

For SaaS deployments: Customer data will be returned or deleted within a reasonable period following termination.
For On-Premise and Hybrid deployments: Customer is responsible for data retention and deletion within its own environments.

6. Intellectual Property

All intellectual property rights in the Software and Services remain with Exate or its licensors.

This EULA does not transfer ownership, only limited usage rights.

7. Third Party Components

The Software may include third-party or open-source components subject to their own licence terms.

Such components are provided "as is".

8. Support & Updates

Support services may be provided under a separate agreement
Updates may be provided at no additional cost
Upgrades or new features may require additional fees

9. Warranties

Exate warrants that it will provide the Software and Services with reasonable skill and care.

Except as expressly stated:

Software is provided "as is"
no guarantee of uninterrupted or error-free operation

10. Limitation of Liability

To the maximum extent permitted by law:

Exate shall not be liable for indirect or consequential losses
including loss of profits, data, or business interruption

Total liability shall not exceed fees paid in the preceding 12 months.

Nothing excludes liability for:

death or personal injury
fraud
any non-excludable liability

11. Term & Termination

This EULA continues for the duration of Customer's right to use the Software.

Unless otherwise specified in an applicable Order Form, the EULA shall automatically renew for successive renewal terms.

Either party may terminate this EULA for convenience by providing at least sixty (60) days' written notice prior to the end of the then-current term. If such notice is not provided, the EULA will automatically renew for the next renewal term.

Exate may terminate this EULA immediately if Customer breaches this EULA.

Upon termination:

access ceases immediately
Customer must delete or uninstall all Software

12. Confidentiality

Each party shall protect the other's confidential information and use it only as required under this EULA.

13. Compliance

Customer shall comply with all applicable laws in its use of the Software.

Customer is solely responsible for compliance with any applicable export control and sanctions laws relating to its access to, use of, or transfer of the Software, including any cross-border access or use.

Exate makes no representation that the Software is appropriate for use in all jurisdictions.

14. General

This EULA may be supplemented by Order Forms or commercial agreements
In case of conflict, the commercial agreement prevails
If any provision is invalid, the remainder remains in force

15. Governing Law

This EULA is governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

16. Acceptance

No physical or digital signature is required for this EULA to take effect. Your download, installation, access, or use of the Software or Services constitutes acceptance of these terms, effective from the date of that first download, installation, access, or use, and continuing for as long as you use the Software or Services.

End of Agreement