PLATFORM-AS-A-SERVICE LICENSE AGREEMENT  

Agreement Version: October 2024

This Platform-as-a-Service (PaaS) License Agreement (“Agreement”) is entered into by and between TECHFINUK LTD, a legal entity registered under the laws of England and Wales with its registered number 14960822 (“Licensor”), and You (“Licensee,” or “You”), an individual or entity accessing or using the Software Platform for Transaction Processing, SDK.finance (“SPTP” or “Software”) on an as-a-service basis.

YOU ARE REQUIRED TO CAREFULLY REVIEW AND ACCEPT THIS AGREEMENT IN ORDER TO ACCESS AND USE THE SPTP. BY CLICKING “I AGREE” OR BY SIGNING THIS AGREEMENT ELECTRONICALLY ON THE LICENSOR’S WEBSITE, YOU CONFIRM THAT YOU HAVE REVIEWED AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, REFRAIN FROM CLICKING “I AGREE” OR SIGNING THIS AGREEMENT AND DO NOT ACCESS OR USE THE SPTP.

1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, and revocable license to access and use the SPTP on an as-a-service basis for the duration of the Licensee’s subscription.

1.2. Licensee shall not: (a) sublicense, sell, lease, or distribute the Software to any third party; (b) modify, adapt, translate, or create derivative works of the Software; (c) reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software; (d) remove, alter, or obscure any proprietary notices or labels on the Software; (e) use the Software to develop a competing product; or (f) use the Software for any unlawful purpose or in violation of any applicable laws or regulations.

1.3. Licensee shall use the Software in accordance with the terms and conditions of this Agreement and shall not engage in any activities that may: (a) infringe upon or violate the intellectual property rights or proprietary rights of the Licensor or any third party; (b) interfere with or disrupt the integrity, security, or performance of the Software or any related systems or networks; (c) attempt to gain unauthorized access to the Software or any related systems or networks; (d) use the Software for any unlawful, harmful, or fraudulent purposes; or (e) modify, adapt, translate, or create derivative works based on the Software without the prior written consent from the Licensor.

1.4. Licensee shall use the Software solely for its own business purposes and in compliance with all applicable laws and regulations. Licensee is not permitted to use the Software for any kind of illegal activities, scams, Ponzi schemes, or other unethical actions. Licensor has the right to immediately revoke access to the Software in the case of discovering that the Licensee is not in compliance with the law or is involved in such schemes.

2. INTELLECTUAL PROPERTY 

2.1. Licensee acknowledges and agrees that all intellectual property rights, including but not limited to copyrights, patents, and trademarks, related to the Software and any modifications or enhancements made by the Licensor shall remain the sole property of the Licensor.

2.2. The Software, including all its components, features, and related documentation, is protected by intellectual property laws and international treaties. Licensor retains all rights, title, and interest in and to the Software, including any improvements, modifications, or derivative works thereof. The Parties acknowledge that the license to the Software does not grant the Licensee any ownership rights in the Software or its underlying intellectual property. Licensee undertakes not to remove, alter, or obscure any copyright, trademark, or proprietary notices contained in or on the Software.

 3. DATA AND PRIVACY  

3.1. Licensee retains ownership of all data, content, and information uploaded or transmitted through the Software. All information related to any live transactions run by the Licensee within the Licensee’s project remains on the Licensee’s databases on the Licensee’s servers as further described in Section 6.5. of the Agreement. Licensor does not collect, store, or process any information related to live transactions conducted by the Licensee on the Staging and Production Environments.
3.2. Within the scope of this Agreement and for the purposes of its proper execution, Licensor shall collect and process certain data and information about the Licensee (for example, data that should be provided by Licensee on the last page of this Agreement). Please note that due to the nature of its business, the Licensor may request Licensee to additionally provide certain information in order to perform KYC/AML/CFT checks before the activation of Licensee’s account. 

3.3. Licensee is responsible for ensuring the accuracy, legality, and appropriateness of any data or content it provides to the Licensor under this Agreement. Licensee grants Licensor a limited license to use, display, and transmit Licensee’s data as may be necessary for the Licensor to provide the Software and related services to the Licensee or to comply with Licensor’s legal obligations.

3.4. Licensee shall implement appropriate security measures to protect its data and ensure the confidentiality, integrity, and availability of its information when using the Software. 

3.5. Licensee shall not access, retrieve, or store any data or information from the Software that it is not authorized to access or that belongs to the Licensor or any third parties. 

3.6. Licensee acknowledge that the Software may integrate or interact with third-party software, services, or platforms. Licensee shall comply with the terms and conditions of any third-party software or services used in conjunction with the Software. 

3.7. Licensee shall comply with any Licensor’s guidelines that may be provided by the Licensor to the Licensee regarding the use of the Software in addition to this Agreement. Licensee shall refrain from engaging in any activities that violate the Licensor’s guidelines. 

3.8. Licensee shall be responsible for maintaining the confidentiality of its user account(s), password(s), and any other login credentials associated with the Software. Licensee shall not share, disclose, or permit any unauthorized use of its user accounts or credentials. Licensee shall immediately notify Licensor of any unauthorized use, suspected security breaches, or any other unauthorized activity related to Licensee’s user accounts or credentials. 

3.9. Upon termination or expiration of the Agreement, the Licensor may retain certain data about Licensee for a reasonable period, as necessary to comply with legal obligations. 

4. FEES, PAYMENTS AND TAXES

4.1. Licensee agrees to pay the Licensor the applicable fees for the use of the Software under the terms of this Agreement. The fees structure and rates are specified in the Sections 4, 10 of the Agreement and in the Appendix A hereto.
4.2. Licensee shall be responsible for the payment of any applicable taxes, duties, fees, or other governmental charges (“taxes”) arising out of or related to the Licensee’s use of the Software under this Agreement, including, but not limited to, value-added taxes or other similar taxes imposed by state or foreign authorities. Licensor’s fees are exclusive of all such taxes.
4.3. All payments for subscription fees shall be made via wire transfer in accordance with the Licensor’s invoices. Licensee agrees to initiate the wire transfer to the bank account details provided by the Licensor, based on the amounts and payment instructions specified in the invoices. Payments must be made on a recurring monthly basis, and the Licensee is responsible for ensuring that funds are transferred in a timely manner..
4.4. Licensee must ensure that sufficient funds are available in their bank account to cover the subscription fees when initiating the wire transfer.
4.5. If the Licensee fails to make the payment within 20 (twenty) calendar days from the payment due date, the Licensor reserves the right to hold the Licensee’s subscription and deactivate the Licensee’s application. Licensee may reactivate the application and renew the subscription by paying the outstanding invoice and a switch-on fee of $1,000 (one thousand US dollars). This fee covers the costs associated with deactivating and reactivating the Licensee’s application. 

4.6. If the Licensee fails to make the payment within 60 (twenty) calendar days from the payment due date, the Licensor reserves the right to terminate the Licensee’s subscription and delete the Licensee’s application and environment from its infrastructure. However, the Agreement will remain in effect unless terminated by either party. In the event of deletion, the Licensee may request a new setup, subject to a non-refundable setup fee of $2,500 (two thousand five hundred US dollars).

4.7. Licensee agrees that all payments are non-refundable. 

5. COMMUNICATION MATRIX

5.1. For the purpose of ensuring effective communication and proper performance of this Agreement, the Parties shall create and keep an up-to-date Communication Matrix (“Matrix”). The Matrix is a list of responsible individuals, their areas of responsibility (qualifications), and their full contact details from both Parties. It could be in the format of a shared spreadsheet or a shared Google Docs file.

5.2. Parties agree to use email as the main official channel of communication between each other, Slack as a messaging system for ongoing communication, and Google Meet as a service for video calls. In some cases, other messaging systems or video call systems can be used by mutual agreement.

5.3. Parties agree to inform each other when any point of contact is added or replaced by any other point of contact and to keep the Matrix up to date.

5.4. Failure to provide accurate and updated information within the Communication Matrix may result in delays, misunderstandings, or disruptions in the provision of software and related services, or their availability.

5.5. All information provided within the Communication Matrix shall be treated as confidential and used solely for the purpose of this Agreement. The Parties shall not disclose any information contained within the Matrix to any third party without the prior written consent of the other Party.

 6. SOFTWARE SETUP AND ENVIRONMENTS  

6.1. Software Setup. After this Agreement is accepted by Licensee and the setup fee is paid, the Licensor’s specialists will assist the Licensee with the environment setup procedures. As part of the set-up service the Licensor provides the Licensee with three instances: Development Environment (DEV) hosted inside the SPTP ecosystem, Staging (STAGE) Environment and Production Environment (LIVE). 

• The Development Environment (DEV) is a separate environment in the SPTP infrastructure dedicated to the development of new features, and to test everything before migrating to the Production Environment (LIVE). DEV simulates real-world conditions and interactions and processes test transactions only, allowing developers and testers to assess the functionality, performance, compatibility, and reliability of software modifications without impacting live operations. 
• The Staging Environment can be used for additional testing and integration before deploying to Production.
• The Production Environment (LIVE) is a separate environment in the SPTP infrastructure dedicated to the deployment of the stable production version of the SPTP, available for end customers and processing real transactions by the Licensee’s real customers.

6.2. The set-up and configuration of the Staging and Production Environments will be performed by the Licensor after receiving a relevant request from the Licensee before transition of Licensee’s project to the Production mode.
6.3. Development (DEV) Environment set-up.

6.3.1. After this Agreement is accepted by Licensee and the setup fee is paid, the Licensor’s specialists will configure a dedicated Development Environment within the Licensor’s infrastructure. 

6.3.2. To set-up the DEV Environment Licensee shall provide Licensor with the following data:

• Project name
• List of currencies to be used within the system. 

6.3.3. Licensee shall host the software components in its internal infrastructure providing access to the Licensee’s team for testing and developing the Software or Application.

6.2. Production Environment

6.2.1. Infrastructure Vendors for Production Environment. By default, the Licensor sets up the back-end functionality of the Software and back-office on Amazon Web Services (AWS) infrastructure. Other infrastructure vendors can be used for setup and further maintenance by mutual agreement of the Parties. The application server setup is handled by the Licensor’s specialists within the Licensor’s AWS account or the Licensor’s account with another vendor for Staging and Production environments. Licensee is obligated to use the AWS infrastructure under their own account for databases and front-end interfaces if no other infrastructure has been agreed upon with the Licensor.

6.2.2. In order to facilitate the setup and configuration of the Software on the Staging and Production Environment for the Licensee, the Licensee shall provide the following information to the Licensor before the transition to the Production mode. This list is not exhaustive and may include additional requirements as deemed necessary by the Licensor:

• Brand logo URL for email template.
• Sub-domain names for the Frontend and Back-office (admin) components.
• Wildcard SSL certificate.
• Certificate chain and Certificate key for the domain.
• SES credentials for sending emails or SMTP credentials.
• Private VPS ID and owner ID.
• PostgreSQL credentials (Host, login, password).
• MongoDB credentials (Host, login, password).
• List of planned currencies to be used, if applicable.
• SNS credentials for sending SMS, if applicable.

6.2.3 Licensee acknowledges and agrees to provide the aforementioned information to the Licensor 10 (ten) working days before the  planned start of the transition to the Production Environment. Failure to provide such information in a timely manner may result in delays in configuration of the Software, for which the Licensor shall not be held responsible.

6.2.4. Licensee shall ensure that all information provided to the Licensor for the setup and configuration of the Software is accurate, complete, and up-to-date. Any changes or updates to the provided information shall be promptly communicated to the Licensor.

6.3. Databases.
6.3.1. The Databases for the Development Environment (DEV) will be set up and configured by the Licensor  on Licensor’s infrastructure following the best security practices. Licensee may request access to the DEV environment databases anytime upon need.

6.3.2. Please note, that for the Staging and Production Environment all the information related to any transactions run by the Licensee within the Licensee’s project remains on the Licensee’s databases on the Licensee’s servers. Licensor does not collect, store, or process any information related to such live transactions. The Software, by virtue of back-end APIs, automatically transmits such information to the databases. Licensee should always be solely responsible for the security of the databases. Databases on Staging and Production environments are managed solely by the Licensee.

6.3.3. Database Setup for Staging and Production instances:

• Licensee deploys the databases on the Licensee’s infrastructure, configures a security access list, and provides credentials for accessing databases from the SPTP software side. 
• In case the Licensee does not have a development team, the Staging Environment (STAGE) database setup can be handled by the Licensor’s specialists within the Licensee’s AWS account after provisioning administrator permissions. The maintenance and security of the databases remain the responsibility of the Licensee.

7. SUPPORT AND MAINTENANCE
7.1. Support and SLA
7.1.1. The parties agree that the primary channels for receiving answers to questions related to the Platform’s functionality and operation are the publicly available Knowledge Base at https://sdk.finance/knowledge-base and the ChatGPT-based service, which has access to the SDK.finance documentation and is available here: https://chatgpt.com/g/g-4AFVKifGg-sdk-finance-platform-consultant.
7.1.2. The Licensor provides support within its regular business hours: Monday to Friday, 9 a.m. to 6 p.m. EET. If required by the Licensee, calls with the Licensor’s representatives can be scheduled no earlier than one (1) business day in advance.
7.1.3. The parties agree and confirm that the Licensor’s technical support obligations are limited to issues directly related to the Software’s functionality, features, and configuration. The Licensor does not guarantee that all technical issues can be resolved or that the Software will be error-free. However, the Licensor will make commercially reasonable efforts to resolve reported issues within a reasonable timeframe and provide updates to the Licensee regarding the status of the resolution process.
7.1.4. Technical support does not cover training the Licensee’s personnel or providing professional services beyond the scope of this Agreement. The Licensor may offer separate training or consulting services, subject to a separate agreement and applicable fees.
7.1.5. Prioritization of Issues
To ensure efficient and timely resolution of issues, the Licensor and Licensee agree to the following prioritization of support requests based on the environment in which the issue occurs:

• Critical Issues in Production Environment (LIVE): Any issue that causes a total or severe disruption of the Software’s functionality in the production environment, such that the Licensee or its end-users are unable to conduct essential operations, will be classified as a critical issue. Critical issues will receive the highest priority, and the Licensor commits to initiating a resolution process within four (4) business hours of receiving the report. The Licensor shall make commercially reasonable efforts to resolve critical production issues as swiftly as possible and may engage additional resources if required.
• Non-Critical Issues in Production Environment (LIVE): Issues in the production environment that do not prevent essential operations but may cause limited functionality, performance degradation, or minor inconveniences will be considered non-critical. These will be addressed within regular support hours, and the Licensor will aim to initiate a resolution process within one (1) business day of receiving the report.
• Issues in Development (DEV): Any issue reported in the development environment (pre-production) that does not directly affect production services will be assigned a lower priority unless it is flagged by the Licensee as critical for an upcoming release. These issues will be handled during regular support hours, with the Licensor committing to respond within two (2) business days and resolve them within a reasonable timeframe, depending on the complexity of the issue.

7.1.6. Service Level Targets

The Licensor aims to achieve the following service level targets for issue resolution based on priority and environment:

• Critical Issues in Production: Resolution or an acceptable workaround within one (1) business day.
• Non-Critical Issues in Production: Resolution within five (5) business days.
• Issues in Development: Resolution within ten (10) business days unless otherwise agreed upon.

7.2. Support That Is Not Included in This Agreement

7.2.1. Any IT consulting related to the implementation or extensive use of this Platform, beyond the support described above, is outside the scope of this Agreement and is considered a paid service. This includes, but is not limited to, functional and scenario-based support, consulting on various methods of implementing the Licensee’s Product, integrating third-party systems or services, tailoring workflows to fit the Licensee’s specific operational needs, infrastructure setup (including cloud or on-premises environments), data migration, and in-depth custom development of new features or enhancements.

7.2.2. Should the Licensee require assistance with platform customization, implementation of the Licensee’s unique business requirements, complex integrations, system architecture design, optimization of performance, business process automation, or compliance-related adaptations, a separate paid agreement will be required.

7.3. Software Defects.

In the event any defects within the Software are discovered, the following procedure shall apply:

• The defect must be reported to the Licensor.
• The defect is checked by the Licensor.
• If the defect is confirmed by the Licensor, it is passed to the Licensor’s development team.
• The defect is investigated and fixed by the Licensor’s development team.
• The fix is applied as a separate patch or within the scope of the new Software version to the Development Environment (DEV).
• The fix is checked and confirmed by the Licensee.
• Once the fix is confirmed by the Licensee, it is applied to the Production Environment (LIVE).

7.4. Software Feature and New Integrations Development.

7.4.1. If there is any functionality (either internal functionality or any new integration) that is not covered by the Software but is required by the Licensee’s project, the Licensee has two options:

• Develop the new functionality on the Licensee’s application side using APIs of the Software, which is possible in many cases. For example, for the integration of a new vendor, the Licensee can use these APIs: https://sdk.finance/knowledge-base/use-case-api-flows/. Any functionality developed by the Licensee must be tested on the Development Environment (DEV) before deployment to the Production Environment (LIVE). Any erroneous transactions performed on the Production Environment (LIVE) caused by the Licensee’s functionality are considered valid and subject to payment.
• Request the Licensor to develop it, with the understanding that the Licensor has the right to reject or postpone any new feature development without providing reasons.  

7.4.2. If the Licensor commits to developing a new feature, the implementation can be done:

• Free of charge for the Licensee, and this feature will become part of the Software and available to all other Licensees of the Licensor.
• For an implementation fee (subject to a separate agreement and invoice), in which case this feature will be exclusively deployed on the infrastructure of the Licensee only.

8. SOFTWARE VERSION UPDATE PROCESS
8.1. Licensor’s development team continuously works on the improvements of the Software. In certain cases, there is a risk that the application of the new version of the Software may cause damage to the Licensee’s project. To mitigate these risks and ensure the proper application of the new Software version to the Licensee’s project, it is paramount for the Licensee to follow the procedures for Software updates specified in this Section.

8.2. Licensor typically releases new versions of the Software on a monthly basis. However, the Licensor retains the discretion to determine the frequency and timing of such releases and therefore has no obligation to release new versions with any specific frequency. Following each release, the Licensor shall send an email containing Release Notes to the Licensee using the contact details specified in the Communication Matrix. The Release Notes will provide a detailed description of recent changes, feature enhancements, or bug fixes made to the Software.

8.3. Upon receipt of the Release Notes, the Licensee shall have a period of 1 (one) month to review and acknowledge the changes described therein. Licensee shall promptly notify the Licensor of any concerns or questions regarding the new version of the Software.

8.4. Environment Updates:

• Development Environment (DEV): After the 1 (one) month acknowledgment period has elapsed, the new version of the Software will be automatically deployed to the Licensee’s Development Environment (DEV).
• Production Environment (LIVE): Following a period of 2 (two) months from the initial release of the new version of the Software and after confirmation with the Licensee, the Licensee’s Production Environment (LIVE) will be updated to the new version of the Software.

8.5. Licensee acknowledges that timely acknowledgment of the Release Notes and cooperation in the update process are essential for maintaining the Software’s effectiveness and security. Failure to acknowledge or respond to the Release Notes may result in delays in deploying updates or potential disruptions in the Software’s functionality. Licensor shall not be held responsible for any consequences arising from the Licensee’s failure to review the Release Notes in a timely manner. Please also note that Software version updates may sometimes lead to database migrations that cannot be reversed.

 9. DEVELOPMENT OF FEATURES UPON LICENSEE REQUEST

9.1. The Licensee hereby acknowledges and agrees that the Software is provided on an “AS IS” basis, and that the Licensor is under no obligation, express or implied, to develop or implement any specific features or integrations in response to the Licensee’s requests.
9.2. The Licensor reserves the right to determine and prioritize the development of features and improvements to the Software in accordance with its internal development roadmap. The Licensor may, at its sole discretion, provide the Licensee with access to or information regarding such roadmap.
9.2. In the event the Licensee requests the development of specific functionality, including but not limited to integrations or features not currently available in the Software and not included in the Licensor’s development roadmap, the Licensor may, at its sole discretion, but is under no obligation to, accommodate such a request. Should the Licensor elect to develop the requested functionality, the Licensee agrees to pay a development and implementation fee as determined by the Licensor. The Licensee further acknowledges and agrees that any functionality developed pursuant to such a request, regardless of the payment of the implementation fee, shall be incorporated into the Software and made available to the Licensor’s other clients without restriction, meaning that the Licensee shall, under no circumstances, acquire any exclusive rights to such functionality.
9.4. The amount of the implementation fee shall be determined at the sole and absolute discretion of the Licensor, taking into consideration factors such as, but not limited to, the current capacity of the Licensor’s development team, the urgency of the Licensee’s request, and any other relevant considerations.
9.5. The Licensee expressly acknowledges and agrees that any functionality or feature developed by the Licensor, including those requested by the Licensee and for which the Licensee has paid an implementation fee, shall remain the sole and exclusive property of the Licensor.

10. PAYMENT TERMS AND CONTRACT EXIT CONDITIONS

10.1. This Agreement shall commence on the date of its acceptance by the Licensee (the “Effective Date”) and continue until terminated as provided herein. The Effective Date of this Agreement is specified on the Signature Page. 

10.2. Either Party may terminate this Agreement for convenience by providing written notice to the other Party via email. The termination notice must be sent to the designated contact email of each Party. The Licensor’s contact email is: support@sdk.finance.
10.3. Either Party may terminate this Agreement with immediate effect in the event the other Party materially breaches any term of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach.
10.4. The Licensor reserves the right to terminate this Agreement under the circumstances outlined in Section 1.4 of this Agreement.
10.5. Upon termination of this Agreement, the Licensee’s subscription to the Software shall be automatically canceled. The Licensee’s rights to access and use the Software shall immediately cease, and the Licensee shall promptly return or, at the Licensor’s request, destroy all confidential information, proprietary materials, and any other property of the Licensor in the Licensee’s possession or control.
10.6. Termination of this Agreement shall not relieve the Licensee of its obligation to settle any outstanding debts or amounts due to the Licensor as of the termination date.
10.7. Upon the execution of this Agreement and the commencement of the development stage (“Development Mode” or “DEV Mode”), the minimum contract duration shall be 6 (six) months. The payment for this initial 6 (six) months period is non-refundable under any circumstances.
10.8. Upon transitioning the project to the operational stage (“LIVE Mode”), the minimum contract term shall be 12 (twelve) months. In the event of termination of this Agreement by either Party during this period, the Licensee shall be liable for the full payment of the 12 (twelve) months period, regardless of the termination date.
10.9. If the Licensee elects to terminate this Agreement during the DEV Mode, the payment for the full 6 (six) months period shall remain non-refundable.
10.10. If the Licensee elects to terminate this Agreement within the first 12 (twelve) months of the LIVE Mode, the Licensee shall be obligated to pay the remaining balance for the full 12 (twelve) months period. Such payment shall be non-refundable.
10.11. After the completion of the initial 12 (twelve) months period in the LIVE Mode, either Party may terminate this Agreement by providing no less than 3 (three) months’ prior written notice. The Licensee shall be responsible for payment for the full 3 (three) months notice period.
10.12. Should the Licensor wish to terminate this Agreement for any reason other than those set forth in Section 10.4, the Licensor must provide the Licensee with at least 3 (three) months’ prior written notice.

11. CONFIDENTIALITY

11.1. Both Parties acknowledge that during the term of this Agreement, they may have access to certain confidential and proprietary information of the other Party. Each Party agrees to maintain the confidentiality of such information and not to disclose or use it for any purpose other than as required for the performance of this Agreement.

12. WARRANTIES AND DISCLAIMERS

12.1.Licensor represents and warrants that it has the necessary rights and authority to grant the license for the Software.

12.2. Software is provided “AS IS” without warranty of any kind, whether express, implied, or statutory. Licensor disclaims all warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the Software will be error-free or uninterrupted. Licensee acknowledges that the Software may not satisfy all of the Licensee’s requirements or be compatible with the Licensee’s systems. Licensee assumes all risks and responsibility for the selection, use, and results obtained from the Software.

13. LIMITATION OF LIABILITY

13.1. In no event shall the Licensor (including, without limitation, its affiliates, directors, officers, employees, contractors, agents, licensors, or suppliers) be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with this Agreement, including, but not limited to, loss of revenue, profits, or data.

13.2. The total aggregate liability of the Licensor, arising out of or in connection with the Agreement, shall be limited to the amount actually paid by the Licensee for the use of the Software during the 12 (twelve) months immediately preceding the claim giving rise to such liability.

13.3. The limitations of liability contained herein reflect the allocation of risk between the Parties. The Parties agree that these limitations of liability are an essential basis of the bargain between the Parties and shall apply regardless of whether any limited remedy fails its essential purpose. The above limitations of liability shall not apply to any liability that cannot be excluded or limited by applicable law.

13.4. Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any claims, liabilities, damages, losses, costs, expenses, or demands, including reasonable attorneys’ fees, arising out of or in connection with its use of the Software, violation of any term of this Agreement by the Licensee, or any violation of the rights of a third party by the Licensee.

 14. CUSTOMER CASE STUDIES AND MARKETING MATERIALS 

14.1. Licensor reserves the right to create and publish case studies, blog posts, articles, website content, and other Marketing Materials (collectively, “Marketing Materials”) that showcase the successful collaboration with the Licensee. These Marketing Materials may include but are not limited to, the Licensee’s company logo, brand name, quote and photo of a Licensee company representative (if applicable), a general description of the services provided, and the resulting solution. Licensor will use commercially reasonable efforts to portray the Licensee positively. These Marketing Materials may be published on the Licensor’s website, official social media accounts, used for events, and other promotional materials, etc.

14.2. Licensee acknowledges and agrees that the Licensor has the sole discretion to determine the content and format of the Marketing Materials. Licensor agrees not to include any confidential Licensee information in the Marketing Materials. “Confidential Information” is defined as any non-public information of the Licensee that is designated as confidential or that, by its nature, ought to be considered confidential under the circumstances.

14.3 While the Licensor retains sole discretion over the content of the Marketing Materials, the Licensor will provide the Licensee with a reasonable opportunity to review the Materials before publication, focusing on factual accuracy and portrayal. This review period should be up to 10 (ten) business days from the date of receiving the Materials for review.

14.4. Licensor reserves the right to request a quote or testimonial from the Licensee and incorporate the Licensee’s testimonial into the Marketing Materials published on the Licensor’s website, official social media accounts, events, and other promotional materials, etc.

14.5. Following the termination of this Agreement, the Licensor reserves the right to retain and utilize the Marketing Materials that were produced before the Agreement termination date, provided they were not subject to specific termination clauses or agreements.

15. GENERAL PROVISIONS  

15.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

15.2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.3. All notifications between the Parties relating to this Agreement must be made in writing. Such notifications should be made via authorized email. In case such correspondence fails to be delivered, though it had been sent to the proper email address, it will be considered delivered immediately after it is sent to the email of the respective addressee, provided this email participated in the emailing process between the Parties at least once and no email error was displayed after and in response to the notification sent.

16. JURISDICTION AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

16.2. Any dispute, controversy, proceeding, or claim between the Parties arising out of or relating to this Agreement, including any questions regarding its existence, validity, or termination, shall be resolved initially through negotiations within 30 (thirty) calendar days after one of the Parties has notified the other of the dispute(s) and initiated negotiations.

16.3. In case such disputes cannot be resolved by negotiations, any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved according to the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.

 APPENDIX A: SCOPE OF DELIVERY AND  SUBSCRIPTION POLICY

1. SCOPE OF DELIVERY

1.1. Licensor provides the Licensee with the functionality of the Software in the following components.

• Software component 1:

• • • Back-end. Licensor delivers the back-end functionality of the Software in the format of Application Programming Interfaces (APIs).

• Software component 2:

• • Back-office. Licensor provides the back-office interface for system management, which is built on top of the back-end APIs.

1.2. The functionality of the Software component 1 is:

• The list of APIs is available at: https://back-endapi.sdk.finance/swagger/.
• The Knowledge Base is available at: https://sdk.finance/knowledge-base/.

1.3. The functionality of the Software component 2 is:

• Demo: https://back-office.sdk.finance/sign-in 

1.4. By accepting this Agreement, the Licensee undertakes to use the accounting model specified at https://sdk.finance/knowledge-base/accounting-model/ and confirms that this model suits the business needs of the Licensee.

1.5. Software Component 2 offers a degree of customization for the Licensee. This customization is limited to the following options:

• Incorporation of the Licensee’s Logo: The login and signup pages, as well as the pages inside the back office, can be customized to incorporate the Licensee’s company logo.
• Modification of Text Color Scheme: The color scheme for text elements within Software Component 2 can be adjusted upon request. Licensees must provide the desired colors in CMYK format.
• Modification of Button Color Scheme: The color scheme for buttons within Software Component 2 can be adjusted upon request. Licensees must provide the desired colors in CMYK format.
• Customization of Email Templates: The content of email notifications generated by Software Component 2 can be tailored to meet the specific needs of the Licensee.

To facilitate the customization process, Licensees are required to complete a brief information. This information should include the Licensee’s company logo and the desired CMYK color values for both text and buttons. Additionally, any desired modifications to the email templates should be clearly outlined within the document.

2. SUBSCRIPTION POLICY. GENERAL.

2.1. This Subscription Policy is dedicated to regulating the subscription services related to the Licensee’s use of the Software. The list of current subscription plans offered by the Licensor is always available at: https://sdk.finance/pricing/.

2.2. Please note that the Licensor reserves the right to change the subscription plans at any time. For Licensees with an active subscription, the Licensor provides 3 (three) months’ prior notice about the change of subscription plans. Licensor undertakes to maintain the Licensee’s then-current subscription plan until the end of the then-current billing term.

2.3. Subscription fees are recurring and shall be paid on a monthly basis, except during the DEV Mode, which requires a non-refundable upfront payment for a minimum duration of six (6) months.

2.4. Development Mode or DEV Mode refers to the stage in the software development life cycle where the Licensee’s project has just started initial development, testing, and customization using the Software before providing the Product to end Customers of the Licensee. During this phase, the Licensee uses the Software primarily for internal purposes, such as building, refining, and debugging their Product or Application. The Development Mode subscription plan entails a fixed monthly subscription fee, irrespective of project scale or usage, to support the Licensee’s development efforts until the project is ready for deployment in a Production Environment (LIVE).  

2.5. LIVE Mode refers to the operational phase of the Licensee’s project, wherein the software application or platform using the Software is deployed and accessible to the Licensee’s end-users or customers for regular use. In LIVE Mode, the Licensee’s project is fully functional and actively processing transactions, serving its intended purpose in a Production Environment (LIVE). The LIVE Mode subscription plan involves payment based on the number of successful transactions processed through the Software, with a minimum monthly subscription fee applicable. This mode reflects the ongoing usage and deployment of the Licensee’s project to serve end-users or customers in real-world scenarios. 

2.6. No Refunds. Any payments the Licensee has made for the use of the Software are non-refundable. Please note that the Licensor does not offer prorated refunds for canceled subscription plans. Subscription fees will automatically become due at the end of each paid subscription period. As such, all subscription fees will continue to be charged unless a subscription cancellation has been requested.

3. SUBSCRIPTION POLICY. 

3.1. This section specifies the subscription policy and fees for the Software components 1 & 2:

• Back-end: Licensor shall deliver the back-end functionality of the Software in the format of Application Programming Interfaces (APIs).
• Back-office interface for system management, which is built on top of the back-end APIs.

3.2. Before using, the Licensee is required to pay a non-refundable one-time setup fee of $2,500 (two thousand five hundred US dollars) for both Software components.

3.3. In addition to the setup fee specified above, the Licensee is required to pay a monthly subscription fee. The monthly subscription fee differs for Development Mode and Live Mode:

3.3.1. Upon the commencement of the subscription, the Licensee’s project shall enter DEV Mode. The Licensee shall pay a non-refundable upfront fee of $5,400 (five thousand four hundred US dollars), which is equivalent to a 6 (six) months period in DEV Mode.

3.3.2. DEV Mode cannot extend beyond 6 (six) months. At the end of this period, the Licensor has the right to charge the Licensee based on the pricing of LIVE Mode whether the switch to LIVE occurred or not.

3.3.3. Starting from the first day after the Licensee’s project goes live in LIVE Mode, the Licensee shall pay for the number of successful transactions processed through the Software. If the number of successful transactions ranges from 0 to 25,000, a minimum monthly subscription fee of $2,500 (two thousand five hundred US dollars) applies. For clarity, one (1) successful transaction means a successfully performed action by means of the Software, such as placing, transferring, or withdrawing funds that achieved its intended result. For example, a successfully completed transfer of money from one account to another will be considered one (1) transaction. A detailed breakdown of the monthly subscription fee per transaction and examples of its calculation are provided below.

As the transaction volume increases, the Licensor’s price per transaction decreases once the Licensee reaches specific milestones.

transactions/month – cost per transaction

0+          minimum monthly fee

25,000+       $0.1

35,000+       $0.09

45,000+       $0.08

55,000+       $0.07

75,000+        $0.06

100,000+     $0.05

250,000+     $0.03

500,000+     $0.02

1,000,000+ $0.01

5,000,000+ $0.005

10,000,000+ $0.001

100,000,000+ $0.0005

250,000,000+ $0.0001

500,000,000+ $0.00005

3.3.4. Examples of calculation

For example,
if Licensee did 44,000 transactions in a specific month, the factual price would be 44,000*$0.09=$3,960.
if Licensee did 46,000 transactions, the price would be 46,000*$0.08=$3,680.
if Licensee did 99,000 transactions, the price would be 99,000*$0.06=$5,940.
if Licensee did 101,000 transactions, the price would be 101,000*$0.05=$5,050.
etc.

4. SUBSCRIPTION HOLD AND CANCELLATION

4.1. Licensor reserves the right to hold the Licensee’s subscription and deactivate the Licensee’s application if the Licensee fails to make the payment within 20 (twenty) calendar days from the payment due date. Licensee may reactivate the application and renew the subscription by paying the outstanding invoice and a switch-on fee of $1,000 (one thousand US dollars). This fee covers the costs associated with deactivating and reactivating the Licensee’s application.
4.2. Licensor reserves the right to terminate the Licensee’s subscription and delete the Licensee’s application and environment from its infrastructure if the Licensee fails to make the payment within 60 (sixty) calendar days from the payment due date. Licensee may request a new setup, subject to a non-refundable setup fee of $2,500 (two thousand five hundred US dollars).
4.3. Licensor reserves the right to cancel the Licensee’s subscription at any time if the Licensor suspects that the Licensee’s subscription purchase was fraudulently made or the Licensee’s account was fraudulently set up. 

4.4. In the event that the Licensor cancels the Licensee’s subscription due to non-payment of fees or charges as specified in this Agreement, such subscription cancellation shall not constitute termination of the Agreement. Notwithstanding the subscription cancellation, the Licensee shall remain liable for any overdue payments or outstanding fees accrued up to the date of subscription cancellation. Licensor reserves the right to pursue legal remedies to recover any outstanding amounts owed by the Licensee.

INFORMATION ABOUT LICENSEE AND SIGNATURES
Information about Licensee

BY SIGNING BELOW, THE LICENSEE ACKNOWLEDGES AND AGREES TO THE FOLLOWING:

THE LICENSEE CONFIRMS THAT THEY HAVE THOROUGHLY REVIEWED AND FULLY UNDERSTAND ALL TERMS AND CONDITIONS SET FORTH IN BOTH THE LICENSE AGREEMENT AND APPENDIX 1 THERETO. 

THE LICENSEE AGREES THAT THEY ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH THE LICENSOR, WHICH COLLECTIVELY CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, INCORPORATING BOTH THE LICENSE AGREEMENT AND THE APPENDIX 1 THERETO AS A SINGLE, UNIFIED CONTRACT.