This End User License Agreement (“EULA”) governs your use of our Application, software and upgrades, patches and updates thereof (“Application”), as well as related services (if any) provided by us now or in the future.

This EULA details both your rights and your obligations in using the Application. By purchasing, downloading, installing, and using (including but not limited to accessing, displaying, and executing) the Application, you agree to accept and to be bound by this EULA at all times. This EULA includes disclaimers of warranty limitations, limitations of liability, and exclusive remedies. If you disagree with the terms of this EULA, do not purchase, download, install, or use the Application. If you enter this EULA on behalf of a legal entity, you represent that you have the authority to bind such entity to its terms.

Unless you have another written agreement with us regarding the Application, your use of the Application is governed only by this EULA.

Please take time to read through this EULA.

ABOUT US

Noctuai Sp offers the Application and related services. z o.o., a company incorporated under the laws of Poland with its registered office in 00-695 Warsaw, Poland, ul. Nowogrodzka 56A, registered in the register of entrepreneurs of the National Court Register (KRS) kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under the KRS number 0000420156, VAT ID: 1132856632, share capital PLN 111 200.00 (“Noctuai,” “we,” “us,” and “our”).

MINIMUM REQUIREMENTS

The Application is compatible with hardware devices that meet the minimum technical and system requirements specified in each case in the Application’s documentation.

If your system or hardware device does not meet these requirements, the Application may not work on your device as intended.

If you are using a hardware device that doesn’t belong to you, you must get permission from the owner of that device if you want to install and use the Application on that device. By installing, using, accessing, displaying, and executing the Application, you accept responsibility by this EULA whether or not you own the device.

OUR INTELLECTUAL PROPERTY RIGHTS

All title, ownership rights, and intellectual property rights, including copyrights, in and to the Application (including, without limitation, source code, object code, text, graphics, user interfaces, and any other elements that are part of the Application, individually or in combination) and all copies thereof are owned by us or our licensors.

The Application may include certain licensed elements, and, in that event, our licensors may enforce their rights in case of any breach of this EULA.

The Application is licensed to you, not sold. That means that the Application belongs to us and our licensors, and we and our licensors continue to own the Application after it is purchased, installed, and used on the hardware device you own or control.

Except as expressly stipulated in this EULA, all rights not granted hereunder to you are expressly reserved by us.

We reserve the right to examine whether the use of the Application is within the scope of the rights granted. To the best of your ability, you shall support us or an authorized third party in performing such an examination. You shall make available all information necessary to demonstrate compliance with this EULA. The study will be announced with a reasonable notice period. The study shall be carried out remotely or at your premises in a way that guarantees the continuity of your normal business operations and in a manner that respects your trade secrets and confidentiality of personal data processed. During the examination, it shall be ensured that no personal data is transmitted to us or an authorized third party.

LICENSE TO USE THE APPLICATION

Under this EULA, we grant you a limited, personal, worldwide, non-assignable, non-sublicensable, non-transferable, and non-exclusive license for agreed remuneration to download, install, and use (including but not limited to access, display, and execute) the Application on devices (either a physical device or cloud environment) you own or control at one time or on cloud environment controlled by us. The granted license has limitations regarding the number of video streams to be processed by the Application and the availability of a cloud environment controlled by us, resulting from what you have purchased.

You may not use the Application on a different hardware device you own or control or in any other way that will cause it to exceed the limits of the license granted.

You must not:

Trade, distribute, sell, let for use, rent out, or lease the Application or a copy thereof, in whole or in part, subject to the provisions of the following sentence. The license includes the right to use the Application as part of your product made available to your end customers. You are responsible for the actions and omissions of your end customers and your acts and omissions. Within the meaning of this EULA, your “end customer” means any individual or entity that, directly or indirectly, through you, accesses or uses the Application as part of your product and

modify, adapt, translate, or create derivative works of the Application, nor decompile, disassemble, or reverse engineer the Application, in whole or in part, except in cases expressly permitted by the applicable law; and

provide the unlawful content, and

remove or change any copyright, trademark, or other proprietary notices.

Using the Application for any other purpose is prohibited, which may be considered inconsistent with this EULA or otherwise unlawful. Any use of the Application that violates the applicable law or violates this EULA shall be regarded as a material breach of this EULA, causing the whole license for the Application to lapse with immediate effect and without notice, driving any further use of the Application to be unlawful.

In particular, the license does not cover the use of the Application for the purpose or in connection with a violation of the principles of the UN Global Compact Initiative relating basically to the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination when personnel is engaged and employed, the responsibility for the environment and the prevention of corruption (https://www.unglobalcompact.org/what-is-gc/mission/principles). Any such use is prohibited and is a material breach of this EULA, causing the whole license for the Application to lapse with immediate effect without notice, causing any further use of the Application to be unlawful.

TERM AND TERMINATION

This EULA is effective from purchasing, downloading, or starting to use the Application, whichever comes first.

You may terminate this EULA at any time, upon notice, or immediately without warning.

We may terminate this EULA at any time, upon notice or with immediate effect without notice, in the event of a material breach of this EULA. We also reserve the right to terminate this EULA at any time, upon notice, or immediately without notice for other secular reasons, including legal, security, technical, or commercial reasons.

Upon termination of this EULA, regardless of the reason, you are obliged to immediately stop using the Application and uninstall all copies of the Application from the hardware devices you own or control.

CHANGES TO THE APPLICATION

We reserve the right to modify the Application for any reason or without any specific reason at any time at our sole discretion, particularly for technical reasons, such as updates or maintenance activities, to improve the performance or change the Application’s functionality. We recommend that you immediately install all updates to ensure access to the latest version of the Application.

We do not guarantee that the Application will have certain functionalities during the entire period of its use by you. We reserve the right to add, remove, or modify individual functionalities of the Application for any reason or without any specific reason, at any time at our sole discretion, without the right to raise claims by you in this respect.

We reserve the right to withdraw the Application from our offer at any time for legal, security, technical, or commercial reasons without the right to raise claims by you in this respect. To the extent possible, we will inform you in the appropriate advance of withdrawing the Application from our offer.

SUPPORT

If you need technical support about the Application, particularly in the case of any problems you have using the Application, including any errors, bugs, or interruptions, please contact our support team via our web portal or at contact@noctuai.com or one of our Partners.

We endeavor to respond to your support inquiry promptly – we anticipate a maximum response time of 2 business days (8/5 remote helpdesk, 9.00 – 17.00 CEST from Monday to Friday, excluding public holidays).

DISCLAIMER OF WARRANTIES

To the fullest extent permissible under applicable law, the Application and any related services (if any) are provided without any express warranty on an “AS IS” and “AS AVAILABLE” basis.

We do not make, and to the fullest extent permissible under applicable law, at this moment disclaim any guarantees, conditions, or warranties of any kind, express, implied, or statutory or other terms, including but not limited to the statutory warranty for defects, merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

This means you accept that the Application may contain errors, bugs, or inaccuracies. We do not guarantee that the Application is complete, reliable, and accurate, nor do we ensure that any errors, bugs, or inaccuracies in the Application will be fixed, that the Application will meet your requirements, or that it will achieve an intended result established by an individual user.

The Application still needs to be developed to meet your requirements. The Application provides ready AI models trained using only external data. Solutions offered by the Application may not be suited to the place and method of their use by you and your end-customer. In the case of AI image analytics software solutions, changes regarding, e.g., surroundings, distances, or camera angles can affect the results. For these reasons, we do not guarantee a quantified level of model performance.

We do not guarantee uninterrupted access to the Application at any particular time or location. We may need to interrupt access to the Application for maintenance purposes on a scheduled or emergency basis. We will endeavor to notify you before any planned interruption in access to the App. Moreover, access to the Application may be interrupted for reasons outside our reasonable control (force majeure).

LIMITATION OF LIABILITY

You acknowledge and accept that you purchase, download, install, and use the Application at your own risk. You acknowledge and assume that the Application contains a proprietary artificial intelligence video analytics solution, i.e., it uses neural networks to extract defined information from video frames, so you have to be aware that the achievement of any functionality dependent on this solution, either generally or according to the specific case, cannot be guaranteed by us. If you use the Application not as a secondary support tool, which is not the primary or sole reason for your and your end customer’s decision, and the conclusions drawn from the analysis of information provided by the Application will not be verified each time with due professional diligence and concluding data from other sources, you should take into account the nature of the applied solution described above and take preventive measures appropriate for yourself and the end customer by the applied risk analysis.

To the fullest extent permissible under applicable law, under no circumstances shall we be liable to you or any third party (including your end customer) for any damages (including but not limited to any indirect, incidental, punitive, special, or consequential damages, lost profits) arising from of or in connection with the purchase, download, installation or use of the Application and related services, even if we have been advised of the possibility of such damages.

Moreover, we shall not be liable for damages caused by improper and unlawful use of the Application, malfunction of the hardware device you own or control, malfunction of third party software, acts or omissions of third parties for whom we are not responsible or reasons beyond our reasonable control (force majeure).

Where we are found to be liable to you or any third party (including your end customer), our total liability (regardless of the number of claims brought) shall be the full value of the remuneration you paid for the Application.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. In other words, we do not exclude or limit our liability to you or any third party (including your end customer) for any liability that cannot be excluded or limited by law, including but not limited to liability for damages caused intentionally.

INDEMNIFICATION

You agree upon demand to indemnify our representatives (including members of our corporate bodies, employees, and agents) and us against and from any claim, demand, liability, expense, or loss, including reasonable attorneys’ fees, directly or indirectly attributable to you resulting from a breach of this EULA and unlawful use of the Application.

EXPORT RESTRICTIONS

You agree to comply with all applicable export and re-export control laws and sanctions regulations about your purchase, download, installation, and use of the Application and related services, including but not limited to the rules and regulations of Poland, the European Union, the United States of America or any other jurisdiction involved.

You must only export or re-export the Application, in whole or in part, to any country, person, or entity subject to export restrictions under applicable laws and regulations with obtaining prior authorization from the competent government authorities as required by those laws and regulations.

You expressly agree not to export or re-export the Application, in whole or in part: (a) to any country to which the United States has embargoed goods, including a national or resident of such country; (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals And Blocked Persons List (SDN) or the U.S. Commerce Department’s Table of Denial Orders.

By purchasing, downloading, installing, and using the Application, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

CHANGES TO THIS EULA

We reserve the right to amend this EULA at any time at our sole discretion, for material reasons, including legal, security, technical, or commercial reasons, particularly in connection with modifications to the Application, including the extension of its functionality.

If we plan to amend this EULA, we will endeavor to notify you 30 days in advance unless we are legally obliged to introduce such amendments sooner.

If you continue to use the Application and related services after the amendments to this EULA come into force, you thereby accept the new terms of this EULA.

Should you object to any amendments to this EULA, your sole recourse is to terminate this EULA with immediate effect without notice before the amendments to this EULA come into force. In case of termination of the EULA, you must immediately stop using the Application and uninstall all copies of the Application from the hardware devices you own or control.

We recommend that you review the terms of this EULA periodically for any changes. We will make the latest version of this EULA available on the Application’s page on our website.

GOVERNING LAW. JURISDICTION

To the extent permitted by applicable law, this EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed by the laws of Poland. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The Polish ordinary courts competent for the registered seat of Noctuai shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the EULA or its subject matter or formation.

FINAL PROVISIONS

We reserve the right to assign any or all of our rights and obligations under this EULA, but we will ensure that the transfer will not affect your rights hereunder. Without our written consent, you may not assign any of your rights and obligations hereunder.

The invalidity or unenforceability of any one or more provisions of this EULA shall not affect the validity or enforceability of its remaining provisions, and each provision of this EULA shall be adequate to the maximum extent permissible under applicable law.

Any failure or delay by us to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.

This EULA constitutes the parties’ entire agreement relating to the subject matter.