SaaS License Agreement

Date:______________

This Software-as-a-Service License Agreement  (the “Agreement”) is concluded by and between TECHFINUK LTD, a legal entity registered under the law of England and Wales with its registered number: 14960822 (the “Company”) and the User whose details are set out in the chart below (the “User”). For the purpose of this Agreement, Company and User may be individually referred to as a “Party” and collectively as the “Parties”.

• GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Company grants User a non-exclusive, non-transferable, revocable license to access and use the Software Platform For Transaction Processing (“SPTP”, the “Software”) as a service during the term of this Agreement.

1.2. User 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. User shall use the Software in accordance with the terms and conditions of this Agreement. User shall not engage in any activities that may: (a) infringe upon or violate the intellectual property rights or proprietary rights of the Company 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; (e) modify, adapt, translate, or create derivative works based on the Software without prior written consent from the Company. 

1.4. User shall use the Software solely for its internal business purposes and in compliance with all applicable laws and regulations. The User shall not use the Software to provide services to third parties or for any purposes other than those expressly permitted by the Company and this Agreement.  

• INTELLECTUAL PROPERTY 

2.1. User 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 Company shall remain the sole property of Company or its respective licensors.  

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

• DATA AND PRIVACY  

3.1. User retains ownership of all data, content, and information uploaded or transmitted through the Software. Company shall not use or disclose such data except as necessary to provide the services under the Agreement.
3.2. Company may collect and process certain data and information related to User’s use of the Software, as described in the Company’s Privacy Policy. By using the Software, User consents to the collection, use, and processing of its data in accordance with Company’s Privacy Policy. Please note that due to the nature of its business, the Company may request User to additionally provide certain information in order to perform KYC/AML/CFT checks before the activation of User’s account. 

3.3. User is responsible for ensuring the accuracy, legality, and appropriateness of any data or content it uploads or transmits through the Software. Company does not claim ownership of User’s data, but User grants Company a limited license to use, display, and transmit User’s data as may be necessary to provide the Software and related services. 

3.4. User 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. User shall not access, retrieve, or store any data or information from the Software that it is not authorized to access or that belongs to other users or third parties. 

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

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

3.8. User shall be responsible for maintaining the confidentiality of its user accounts, usernames, passwords, and any other login credentials associated with the Software. User shall not share, disclose, or permit any unauthorized use of its user accounts or credentials. User shall immediately notify Company of any unauthorized use, suspected security breaches, or any other unauthorized activity related to its user accounts or credentials. 

3.9. Upon termination or expiration of the Agreement, the Company may retain the User’s data for a reasonable period, as necessary to comply with legal obligations. The User may request the deletion or return of its data in accordance with the terms specified in the Agreement.

• FEES AND PAYMENT 

4.1. User agrees to pay Company the fees for the subscription to the Software as specified in Appendix A of the Agreement (“Fees”). The User acknowledges that Appendix A is an integral part of this Agreement and is incorporated herein by reference.

• SOFTWARE SETUP, TECHNICAL SUPPORT, MAINTENANCE, COMMUNICATION

5.1. This section outlines the Software setup process, technical support and maintenance and the key communication methods between the Company and the User. These measures are designed to improve the User’s experience when utilizing the Software. Both Parties hereby explicitly agree to follow the procedures described in this section.
 

Environments. After this Agreement is signed and the setup fee and deposit are paid, Company’s specialists will assist User with the environment setup procedures. 

For that, Company provides User with 2 instances: pre-production and production.

• Pre-production – separate environment in the SPTP product infrastructure dedicated to development, testing and bug fixing of customisations of SPTP developed by User.
• Production – separate environment in the SPTP product infrastructure dedicated to the deployment of the stable production version of the SPTP available for the live mode use of SPTP by the User and its end customers.  

Database setup. First step is to set up the pre-production environment following the Company’s instructions available at https://sdk.finance/knowledge-base/aws-database-setup/. By default, Company is setting up the SPTP environment using Amazon Web Services (AWS) infrastructure.
Databases are managed solely by the User.

• In case the User has a development team, the pre-production database setup is handled on the User’s side. User deploys the databases on User’s servers, configures a security access list, and provides credentials to access to databases from the SPTP software side. Please note that all the information related to any transactions run by the User within the User’s project remains with the User’s databases on the User’s servers. Company does not collect, store or process any information related to such transactions. The Software (backend in API) automatically transmits such information to the databases. The User should always be solely responsible for the security of the databases.
• In case the User does not have a development team, the pre-production database setup can be handled by Company’s specialists within the User’s AWS account after provisioning administrator permissions. The maintenance and security of the databases remains the responsibility of the User.

In case the User has a development team, it is recommended to design and implement production database architecture based on the regulations and requirements of the User’s project.

Application server setup is handled on the Company’s side (by Company’s specialists within the Company’s AWS account) for all of the instances. Software copies uploaded to the User’s pre-production and production environment are similar and do not differ in the functionality.

Support and SLA. Once after the User Agreement is signed, the Company’s Customer Success Manager has to be added into User’s Slack in order to foster communication with the User and the User’s development team. Company provides customer support with Company’s regular business hours: Monday – Friday, 9 am – 6 pm EET. If required by the User, calls with Company’s Customer Success Manager (and, optionally, with Company’s specialists) can be scheduled 1 (one) business day in advance. In case an involvement of Company’s developers or other specialists is required, allocation will be made based on available capacity of the resources only through a request sent to Company’s Customer Success Manager. In order to provide User with all the necessary information about how to use Software, the Company has prepared the Knowledge Base that is available at: https://sdk.finance/knowledge-base/. If User has questions not covered by the Knowledge Base, the questions should be addressed to the Company’s Customer Success Manager. Please note that Company’s specialists can advise or provide recommendations in relation to required integrations, but final decisions have always to be adopted solely by the User.

Software management and maintenance. The use of Software should be based on the specific Company’s accounting model specified at https://sdk.finance/knowledge-base/accounting-model/. The User undertakes to use the described Company’s accounting model and confirms that the model has been validated. If there is any functionality that is not covered by the Software but is required by the User’s project, the User shall contact the Company’s Customer Success Manager. Additional requirements will be gathered and passed to the Company’s development team. If confirmed by the Company, the requested functionality will be implemented and introduced in future Software versions based on the priority and Company’s development team capacity. In case, the requested functionality is of higher priority then the one assigned by the Company’s development team, the User can always implement the functionality on the User’s application side. 

Any functionality developed by the User has to be tested on the pre-production environment prior deployment to production. Any false transactions performed on production caused by the User’s functionality are considered valid and applicable for payment.

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

• The defect has to be reported to the Company’s Customer Success Manager
• The defect is checked by the Company
• If the defect is confirmed by the Company, the defect is passed to the Company’s development team
• The defect is investigated and fixed by the Company’s development team
• The fix is applied as as separate patch or in scope of the new Software version to the pre-production environment 
• The fix is checked and confirmed by the User
• Once the fix is confirmed by the User, it is applied to the production environment 

The Company development team is continuously working on the improvements of the Software and the updates of the Software are applied as follows:

• Once the new version of the Software is developed, the release version documentation is prepared and shared with the User
• User is requested to review the release notes 
• In case any changes have to be applied to the User’s application, it has to be reported to the Company’s Customer Success Manager 
• Once the changes are applied or in case no changes are needed, the User has to accept the new Software version and confirm it to the Company’s Customer Success Manager
• After confirmation, the new Software version is applied to the pre-production environment
• The new Software version is checked and confirmed by the User
• After confirmation, the new Software version is applied to the production environment

The Company will implement the new Software version only upon receiving the User’s explicit confirmation to proceed.  In cases when the application of the Software version causes damage to the User’s project, the User shall be solely responsible for managing and mitigating such damage. Please note that sometimes Software version updates may lead to database migrations that can not be reversed.

5.2. Parties agree and confirm that Company’s technical support obligations are limited to issues directly related to the Software functionality, features, and configuration. Company does not guarantee that all technical issues can be resolved or that the Software will be error-free. However, the Company will make commercially reasonable efforts to resolve reported issues within a reasonable time frame and provide updates to User regarding the status of the resolution process. 

5.3. Technical support does not cover the training of User’s personnel or the provision of professional services beyond the scope of this Agreement. Company may offer separate training or consulting services, subject to a separate agreement and applicable fees.
5.4. Any customizations, integrations, or modifications to the Software requested by User may be subject to additional fees and shall not be covered under the standard technical support provided by Company under the terms of this Agreement unless otherwise agreed by the Parties in writing.

• TERM AND TERMINATION

6.1. This Agreement shall commence on the date specified on the page 1 of this Agreement (the “Effective Date”) and continue until terminated as provided herein.

6.2. Either Party may terminate this Agreement for convenience by providing written notice to the other party at least 30 (thirty) days prior to the desired termination date.

6.3. Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 (thirty) days after receiving written notice thereof.

6.4. Upon termination of this Agreement, User’s right to access and use the Software shall cease immediately, and User shall promptly return or destroy any confidential information or proprietary materials provided by the Company. 

• CONFIDENTIALITY

7.1. Confidential Information: 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 disclose or use it for any purpose other than as required for the performance of this Agreement. 

• WARRANTIES AND DISCLAIMERS

8.1. Company represents and warrants that it has the necessary rights and authority to grant the license to the Software.

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

• LIMITATION OF LIABILITY

9.1. In no event shall Company (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.  

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

9.3. 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 they 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. 

9.4. User agree to indemnify, defend, and hold harmless the Company 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 User, or any violation of any rights of a third party by User.  

• GENERAL PROVISIONS  

10.1. 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.

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

10.3. All notifications between the Parties relating to this Agreement must be made in writing. Such notifications may be made by registered postal service, express courier service, fax or authorized email. In case such correspondence failed to be delivered though had been sent to proper address it will be considered delivered immediately after it is sent to e-mail of the respective addressee provided this email participated in emailing process between Parties at least once and no e-mail-error was displayed after and in response to notification sent. 

• JURISDICTION AND DISPUTE RESOLUTION

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

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

11.3. In case of such dispute(s) cannot be resolved by negotiations, any disputes arising out of or in connection with this Agreement, including any question(s) regarding its existence, validity or termination, shall be referred to and finally decided 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. 

• SIGNATURES OF THE PARTIES  

By signing below, the Parties acknowledge their acceptance and agreement to the terms of the Agreement.