SOFTQUANTUS SOFTWARE LICENSE TERMS
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Version 2.0, September 2026

Copyright (c) 2024-2026 SoftQuantus innovative OÜ. All rights reserved.

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE INSTALLING, COPYING OR USING
THE SOFTWARE.

These Software License Terms ("Terms") are a legal agreement between you
(an individual or a single legal entity, "Licensee" or "you") and
SoftQuantus innovative OÜ, a private limited company registered in the
Republic of Estonia under registry code 17048927 ("SoftQuantus", "we" or
"us"), for the SoftQuantus software product identified in the accompanying
Product Schedule (the "Software").

BY INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE SOFTWARE YOU AGREE
TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE
THE SOFTWARE. IF YOU ARE ACCEPTING ON BEHALF OF A LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY.

These Terms are the default license for SoftQuantus software. Components
that SoftQuantus distributes under an open-source or source-available
license are identified in the Product Schedule and are NOT governed by these
Terms (see Section 4).

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1. DEFINITIONS
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1.1 "Software" means the SoftQuantus computer program identified in the
    Product Schedule, in object code or source code form, together with its
    Documentation, updates, upgrades and any copies, excluding Open
    Components and Third-Party Components.

1.2 "Documentation" means the user manuals, API references and other
    materials that SoftQuantus provides with the Software.

1.3 "Product Schedule" means the file named LICENSING.md distributed with
    the Software, or the equivalent section of an Order, which identifies
    the product, its trademarks, its Open Components, its Third-Party
    Components and its Support Period.

1.4 "Order" means a purchase order, order form, subscription record or
    other written document under which Licensee acquires the right to use
    the Software, including the applicable plan, quantities, fees and term.

1.5 "Subscription Term" means the period stated in the Order during which
    Licensee is entitled to use the Software, or, for an evaluation, the
    period stated in Section 2.3.

1.6 "License Key" means a key, token, certificate, signed license artifact
    or other credential issued by SoftQuantus that enables or scopes the use
    of the Software.

1.7 "Open Components" means portions of the Software that the Product
    Schedule identifies as licensed under the Apache License, Version 2.0,
    the Functional Source License, Version 1.1, or another license named
    there.

1.8 "Third-Party Components" means software owned by third parties that is
    distributed with the Software, as identified in the Product Schedule or
    in a file named THIRD_PARTY_NOTICES (or NOTICE) distributed with the
    Software.

1.9 "Services" means any hosted, cloud or online service operated by
    SoftQuantus that the Software may access. Services are governed by the
    SoftQuantus Terms of Service and, where applicable, a Data Processing
    Agreement and Service Level Agreement, not by these Terms.

1.10 "Affiliate" means an entity that controls, is controlled by or is
    under common control with a party.

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2. LICENSE GRANT
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2.1 Grant. Subject to Licensee's compliance with these Terms and payment of
    the fees stated in the Order, SoftQuantus grants Licensee a limited,
    non-exclusive, non-transferable, non-sublicensable license, during the
    Subscription Term, to:

    (a) install and run the Software on systems owned or controlled by
        Licensee or its Affiliates, within the quantities and scope stated
        in the Order;

    (b) use the Software for Licensee's internal business purposes,
        including to develop, test and operate Licensee's own products and
        services that interoperate with the Software;

    (c) make a reasonable number of copies of the Software for backup and
        archival purposes; and

    (d) where the Product Schedule designates a component as
        "Redistributable", distribute that component in object code form
        solely as embedded in Licensee's own products, under terms no less
        protective of SoftQuantus than these Terms.

2.2 Scope. Use is limited to the plan, seats, instances, throughput or
    other metrics stated in the Order. Use outside that scope requires an
    additional Order.

2.3 Evaluation. If the Software is provided for evaluation without an Order,
    Licensee may use it for thirty (30) days solely to evaluate whether to
    purchase a license. Evaluation use is provided free of charge, without
    support and, to the extent permitted by law, without warranty.

2.4 Reservation. The Software is licensed, not sold. All rights not
    expressly granted are reserved by SoftQuantus and its licensors.

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3. RESTRICTIONS
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3.1 Except as expressly permitted by these Terms, the Product Schedule or
    applicable mandatory law, Licensee shall not, and shall not permit any
    third party to:

    (a) copy, modify, translate, adapt or create derivative works of the
        Software;

    (b) rent, lease, lend, sell, sublicense, assign, distribute, publish or
        otherwise make the Software available to third parties, including
        as a service bureau, time-sharing or hosted offering;

    (c) decompile, disassemble, reverse engineer or otherwise attempt to
        derive the source code, algorithms or trade secrets of the
        Software, subject to Section 3.2;

    (d) remove, alter or obscure any copyright, trademark, attribution or
        other proprietary notice, or any license or usage metering
        mechanism, of the Software;

    (e) circumvent, disable or interfere with License Keys or any
        technological measure that controls access to or use of the
        Software;

    (f) share License Keys, API keys or other credentials with, or use them
        on behalf of, anyone other than the Licensee to whom they were
        issued;

    (g) use the Software to build a product or service that substitutes for
        the Software or that offers substantially the same functionality
        as the Software, or use the Software for competitive benchmarking
        whose results are published without SoftQuantus's prior written
        consent;

    (h) use the Software in violation of applicable law, including export
        control and sanctions laws (Section 12); or

    (i) exceed the scope of use stated in the Order.

3.2 Mandatory-law carve-out. Nothing in these Terms restricts any act that
    Licensee is entitled to perform under mandatory provisions of applicable
    law and that cannot be excluded by contract, including, in the European
    Union, the acts permitted by Articles 5(2), 5(3) and 6 of Directive
    2009/24/EC on the legal protection of computer programs (observing,
    studying and testing the functioning of the program; making a back-up
    copy; and decompilation to the extent indispensable to achieve the
    interoperability of an independently created program) and, in Estonia,
    the corresponding provisions of the Copyright Act. Before exercising a
    right of decompilation for interoperability, Licensee shall first
    request the necessary interface information from SoftQuantus at
    licensing@softquantus.com; SoftQuantus will make the information
    available on reasonable terms.

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4. OPEN COMPONENTS AND THIRD-PARTY COMPONENTS
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4.1 Open Components. Each Open Component is licensed to Licensee under the
    license identified for it in the Product Schedule (for example the
    Apache License, Version 2.0, or the Functional Source License, Version
    1.1, ALv2 Future License), whose text accompanies that component. For
    Open Components, that license governs and these Terms do not apply, and
    nothing in these Terms limits the rights that license grants.

4.2 Third-Party Components. Third-Party Components are licensed under their
    own terms, which are reproduced or referenced in the THIRD_PARTY_NOTICES
    or NOTICE file distributed with the Software. Those terms govern the
    Third-Party Components. SoftQuantus makes no warranty and accepts no
    liability for Third-Party Components beyond what their own terms and
    mandatory law require.

4.3 Interfaces. Application programming interfaces, data formats, protocol
    specifications and schemas that the Product Schedule designates as Open
    Components may be freely implemented by Licensee, including in products
    that compete with the Software, under the license stated for them.

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5. INTELLECTUAL PROPERTY
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5.1 Ownership. SoftQuantus and its licensors own all right, title and
    interest in and to the Software, including all copyright, patent, trade
    secret, trademark and other intellectual property rights, and all
    modifications and derivative works of the Software by whomever made.

5.2 Trademarks. "SoftQuantus", "QCOS", "QuantumLock", "SynapseX", "GlassBox"
    and the other marks identified in the Product Schedule are trademarks
    or registered trademarks of SoftQuantus innovative OÜ. These Terms grant
    no right to use any SoftQuantus trademark except to identify the
    Software accurately as required to exercise the license in Section 2.
    Use of any "SoftQuantus Compatible", "Verified" or similar
    certification mark requires a separate written trademark license.

5.3 Feedback. If Licensee provides suggestions, bug reports or other
    feedback about the Software, SoftQuantus may use that feedback without
    restriction or obligation, provided that SoftQuantus does not identify
    Licensee as its source without consent.

5.4 Patents. No patent license is granted under these Terms except the
    right to use the Software as licensed in Section 2. Patent rights for
    Open Components are governed by their own licenses.

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6. LICENSE KEYS, ACTIVATION AND TELEMETRY
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6.1 License Keys. The Software may require a License Key to operate.
    Licensee shall keep License Keys confidential and shall use them only
    on the systems and within the scope stated in the Order.

6.2 Activation and validation data. To issue, validate, renew or revoke a
    License Key, the Software may transmit to SoftQuantus: the License Key
    identifier, the product name and version, a non-reversible fingerprint
    of the host system, the time of the request and the result of the
    validation. The Software does not transmit Licensee's workloads, input
    data, results or personal data of Licensee's users for this purpose.
    Any additional data collected by a specific product is described in
    the Product Schedule and in the SoftQuantus Privacy Policy at
    https://softquantus.com/privacy.

6.3 Legal basis. Where activation or validation data constitutes personal
    data under Regulation (EU) 2016/679 (GDPR), SoftQuantus processes it as
    necessary for the performance of these Terms (Article 6(1)(b)) and for
    its legitimate interest in protecting the Software against unlicensed
    use (Article 6(1)(f)). SoftQuantus retains such data for no longer than
    is necessary for those purposes and for the applicable limitation
    periods.

6.4 Offline use. Where the Product Schedule states that a product supports
    offline validation, the Software validates License Keys locally and
    Section 6.2 applies only when Licensee chooses to connect to the
    Services.

6.5 Enforcement. SoftQuantus may suspend or revoke a License Key that is
    used in breach of these Terms or in connection with an unpaid Order,
    after notice to Licensee where practicable.

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7. SECURITY, VULNERABILITY HANDLING AND SUPPORT PERIOD
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7.1 Support Period. SoftQuantus will provide security updates for the
    Software during the Support Period stated in the Product Schedule. The
    Support Period is never shorter than the period required by Regulation
    (EU) 2024/2847 (Cyber Resilience Act) for products with digital
    elements to which that Regulation applies.

7.2 Vulnerability reporting. Security vulnerabilities in the Software may be
    reported to security@softquantus.com. SoftQuantus operates a coordinated
    vulnerability disclosure process and will acknowledge reports, provide
    remediation or mitigation for actively exploited vulnerabilities without
    undue delay, and inform affected Licensees of security updates through
    the release channel stated in the Product Schedule.

7.3 Software bill of materials. SoftQuantus will provide, on request, a
    software bill of materials (SBOM) in a machine-readable format for each
    released version of the Software within its Support Period.

7.4 Licensee obligations. Licensee shall install security updates that
    SoftQuantus makes available within a reasonable time and shall not
    operate versions of the Software that are outside their Support Period
    in production environments without a written extended-support Order.

7.5 Support and maintenance. Technical support, service levels and
    maintenance beyond security updates are provided as stated in the Order
    or the applicable SoftQuantus support policy.

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8. FEES AND PAYMENT
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8.1 Fees. Licensee shall pay the fees stated in the Order. Unless the Order
    states otherwise, fees are due within thirty (30) days of invoice, are
    stated exclusive of VAT and other applicable taxes, and are
    non-refundable except as required by applicable law or expressly stated
    in the Order.

8.2 Plans, quotas and prices. Plans, quotas and prices are set out in the
    Order and in the SoftQuantus Terms of Service or price list current at
    the time of the Order. They are not part of these Terms and may change
    for subsequent Orders.

8.3 Late payment. SoftQuantus may suspend the license, and any related
    Services, after fifteen (15) days' written notice of non-payment, and
    may charge statutory interest on overdue amounts.

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9. TERM AND TERMINATION
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9.1 Term. These Terms take effect when Licensee first accepts them and
    continue for the Subscription Term and any renewals.

9.2 Termination for breach. Either party may terminate these Terms on
    written notice if the other party materially breaches them and fails to
    cure the breach within thirty (30) days of notice. SoftQuantus may
    terminate immediately on notice if Licensee breaches Section 3 or
    Section 12.

9.3 Termination for insolvency. Either party may terminate these Terms if
    the other party becomes insolvent, enters liquidation or has a receiver
    or administrator appointed over its assets.

9.4 Effect. On expiry or termination, the license in Section 2 ends,
    Licensee shall cease all use of the Software and, within thirty (30)
    days, delete or destroy all copies in its possession and certify that
    it has done so on request. Sections 1, 3, 4, 5, 6.3, 9.4, 10, 11, 12,
    13, 14 and 15 survive. Open Components remain available under their own
    licenses.

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10. WARRANTY
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10.1 Limited warranty. SoftQuantus warrants that, for ninety (90) days from
     first delivery under a paid Order, the Software will perform
     substantially in accordance with the Documentation. Licensee's sole
     remedy for breach of this warranty is, at SoftQuantus's option, repair,
     replacement or a refund of the fees paid for the non-conforming
     Software for the remainder of the Subscription Term.

10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 10.1 AND TO THE
     MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED
     "AS IS" AND SOFTQUANTUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
     IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
     PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOFTQUANTUS DOES NOT WARRANT
     THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY
     CRYPTOGRAPHIC, QUANTUM OR STATISTICAL RESULT MEETS A PARTICULAR
     STANDARD OR CERTIFICATION UNLESS THE PRODUCT SCHEDULE SAYS SO, OR THAT
     EVALUATION SOFTWARE IS FIT FOR PRODUCTION USE.

10.3 Consumers. If Licensee is a consumer under applicable law, Licensee has
     statutory rights that these Terms do not limit.

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11. LIMITATION OF LIABILITY
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11.1 Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
     PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
     PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL
     OR DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE
     SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTQUANTUS'S
     TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE
     TERMS OR THE SOFTWARE SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY
     LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT
     GIVING RISE TO THE CLAIM, OR ONE THOUSAND EUROS (EUR 1,000) IF NO FEES
     WERE PAID.

11.3 Exceptions. Nothing in these Terms excludes or limits either party's
     liability (a) for death or personal injury caused by its negligence;
     (b) for fraud, intent or gross negligence; (c) under mandatory product
     liability law, including national law implementing Directive (EU)
     2024/2853, to the extent it cannot be excluded; (d) for breach of
     Section 3 or Section 5 by Licensee; or (e) for any other liability
     that cannot be excluded or limited under applicable law.

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12. EXPORT CONTROLS AND SANCTIONS
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12.1 The Software may be subject to export control laws, including
     Regulation (EU) 2021/821 on dual-use items as amended, the national
     export control laws of the Republic of Estonia and, where applicable,
     the export control laws of other jurisdictions. Licensee shall comply
     with all such laws and shall not export, re-export, transfer or make
     the Software available (a) to any country, territory, entity or person
     subject to EU, UN or other applicable sanctions; (b) to any person or
     entity on an applicable denied-party list; or (c) for any prohibited
     end use, including the development of weapons of mass destruction.

12.2 Licensee represents that it is not, and is not owned or controlled by,
     a sanctioned person or entity, and shall notify SoftQuantus promptly
     if that ceases to be true. SoftQuantus may suspend or terminate the
     license immediately if continued performance would violate applicable
     export control or sanctions law.

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13. DATA PROTECTION AND CONFIDENTIALITY
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13.1 Roles. For personal data that Licensee processes using the Software on
     Licensee's own systems, Licensee is the controller and SoftQuantus has
     no access to that data. For personal data processed by the Services,
     the Data Processing Agreement referenced in the Terms of Service
     applies.

13.2 Confidentiality. Each party shall keep confidential the non-public
     information of the other party that it receives under these Terms,
     including the Software's source code, License Keys, pricing and
     security information, and shall use it only to perform these Terms.
     This obligation does not apply to information that is or becomes
     public without breach, was independently developed, or must be
     disclosed by law, provided the disclosing party gives prompt notice
     where lawful. Open Components are not confidential information.

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14. GOVERNING LAW AND DISPUTES
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14.1 Governing law. These Terms are governed by the laws of the Republic of
     Estonia, excluding its conflict-of-laws rules. The United Nations
     Convention on Contracts for the International Sale of Goods does not
     apply.

14.2 Jurisdiction. The courts of Tallinn, Estonia (Harju County Court as
     court of first instance) have exclusive jurisdiction over any dispute
     arising out of or in connection with these Terms, without prejudice to
     SoftQuantus's right to seek injunctive relief to protect its
     intellectual property in any competent court.

14.3 Consumers. If Licensee is a consumer resident in the European Union,
     Licensee also benefits from the mandatory consumer protection rules and
     jurisdiction of its country of residence, and may use the EU online
     dispute resolution platform at https://ec.europa.eu/consumers/odr.

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15. GENERAL
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15.1 Entire agreement. These Terms, the Product Schedule and the Order form
     the entire agreement between the parties concerning the Software and
     supersede all prior or contemporaneous agreements and communications.
     In case of conflict: the Order prevails over the Product Schedule,
     which prevails over these Terms; the license of an Open Component or
     Third-Party Component prevails for that component.

15.2 Amendment; waiver. Amendments must be in writing and signed by both
     parties. A failure to enforce a provision is not a waiver of it.

15.3 Severability. If any provision is held invalid or unenforceable, it
     shall be enforced to the maximum extent permitted and the remaining
     provisions remain in full force.

15.4 Assignment. Licensee may not assign or transfer these Terms without
     SoftQuantus's prior written consent, except to a successor in a merger
     or sale of substantially all of its assets, on notice to SoftQuantus.
     SoftQuantus may assign these Terms to an Affiliate or successor.

15.5 Audit. On thirty (30) days' notice, not more than once per year,
     Licensee shall provide SoftQuantus with reasonable information to
     verify compliance with the scope of the Order.

15.6 Notices. Notices to SoftQuantus shall be sent to legal@softquantus.com
     with a copy to the registered address below. Notices to Licensee shall
     be sent to the contact details in the Order.

15.7 Language. These Terms are drafted in English. Translations are for
     convenience only; the English text prevails.

15.8 Versioning. SoftQuantus may publish new versions of these Terms.
     A new version applies to Software delivered under Orders placed after
     its publication date, unless the Order states otherwise.

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16. LICENSOR
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SoftQuantus innovative OÜ
Registry code: 17048927
VAT number: EE102767458

Registered address:
Veskiposti tn 2-1002
Kesklinna linnaosa, Tallinn
Harju maakond, 10138
Estonia

Licensing:  licensing@softquantus.com
Legal:      legal@softquantus.com
Security:   security@softquantus.com
Support:    support@softquantus.com
Website:    https://softquantus.com

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SoftQuantus, QCOS, QuantumLock, SynapseX and GlassBox are trademarks of
SoftQuantus innovative OÜ. All other trademarks are the property of their
respective owners.

SPDX-License-Identifier: LicenseRef-SoftQuantus-Proprietary-2.0
