Intelligence Products End-User Licence Agreement 1.0

ACCEPTANCE OF THESE TERMS

1.1 These Bluefort Intelligence Products End-User Licence Terms and Conditions (the “Agreement”) govern access to and use of Bluefort’s Intelligence Products. This Agreement is accepted, and becomes binding on the Licensee, upon the earliest of: (a) the Licensee’s signature of a License Order Form referencing this Agreement; (b) the Licensee’s electronic acceptance of this Agreement presented during a purchase or activation flow within the Licensed Program; or (c) the Licensee downloading, installing, accessing, activating, or using any Licensed Program. If you do not agree, do not download, install, access, activate, or use the Licensed Program.
1.2 If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case, “Licensee”, “you” and “your” refer to that entity. This Agreement is intended for business use only.
1.3 One agreement, two routes. This Agreement governs both (a) subscriptions ordered under a signed License Order Form and (b) direct subscriptions accepted electronically in-product. Where a License Order Form exists, its commercial terms prevail over the standard direct subscription terms of this Agreement to the extent of any conflict.

2. Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“AI Model” means a machine-learning model (including any large language model or other generative model) provisioned and operated under the Licensee’s BYO AI Subscription and used with the Licensed Program.

“AppSource” means Microsoft’s AppSource distribution channel (where applicable to a Licensed Program).

“Authorised Users” means the Licensee’s personnel and contractors permitted to access or use the Licensed Program on its behalf and, in respect of a Managed Environment, personnel of the relevant End Customer whom the Licensee authorises for review and approval purposes.

“BYO AI Subscription” means the Licensee’s own Microsoft Azure subscription and Microsoft Azure AI Foundry deployment (or such successor or equivalent Microsoft-supported AI deployment as Bluefort designates in the Documentation) through which AI Models are provisioned, configured, operated, and paid for by the Licensee directly with Microsoft or the relevant provider.

“Documentation” means the operating manuals, user instructions, technical literature, supported-model lists, and other related materials that Bluefort makes available for a Licensed Program.

“End Customer” means a named end customer for whom the Licensee activates and manages a Managed Environment.

“Environment” means a specific Microsoft Dynamics 365 Business Central environment identified by its environment identifier and Microsoft Entra tenant identifier or, for any other platform designated in the Intelligence License Guide, the environment or instance identified by the equivalent identifiers stated in the Intelligence License Guide. One licence unit corresponds to one bound Environment.

“Gateway Services” means the Bluefort-operated routing and orchestration services through which data submitted to the Licensed Program transits to and from the Licensee’s BYO AI Subscription.

“Generated Output” means the code, extensions, configurations, tests, documentation, and other artefacts produced through the Licensed Program at the direction of the Licensee or its Authorised Users.

“Intelligence License Guide” means Bluefort’s Intelligence licensing guide as updated from time to time (available on Bluefort’s website or otherwise made available by Bluefort), which describes (among other things) the products designated as Intelligence Products, licensing metrics, dependencies, prerequisites, usage conditions, and the applicable support model.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, rights in designs, rights in software, database rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

“Licensed Program” means the Bluefort software product(s), modules, services, and related components that Bluefort designates from time to time as Bluefort Intelligence Products in the Intelligence License Guide — including, at the date of this Agreement, ARVO and the ARVO Studio application — together with any Updates and Upgrades made generally available by Bluefort.

“License Key” means any files or codes which give access to the Licensed Program or enable its activation where technically required.

“License Order Form” means a written order form signed by the Licensee and Bluefort which references this Agreement and states the ordered Licensed Program, Environment entitlements, term, fees, and any additional commitments.

“Licensor / Bluefort” means Bluefort Limited, a company incorporated and registered in Malta with company number C 66163 whose registered office is at Ardent Business Centre, Oratory Street, Naxxar, NXR2504, Malta.

“Managed Environment” means an Environment that the Licensee activates and manages on behalf of a named End Customer, bound to that End Customer’s tenant and environment identifiers.

“Order” means the License Order Form or, for direct subscriptions, the subscription confirmation and in-product acceptance record (including the accepted Agreement version, timestamp, user, and tenant) under which the Licensee obtains rights to use the Licensed Program.

“Production Environment” means an environment designated or used for live business operations.

“Sandbox Environment” means a non-production environment controlled by the Licensee (or, for a Managed Environment, by the relevant End Customer) and designated as a sandbox on the applicable platform.

“Subscription Term” means the initial and any renewal term applicable to the Licensee’s rights to use a Licensed Program, as set out in the Order.

“Third-Party Services” means third-party platforms, services, models, plugins, marketplaces, and providers that interoperate with or are used in connection with the Licensed Program, including the BYO AI Subscription, AI Models, Microsoft platform services, and payment providers.

“Update” means content related to the Licensed Program (including bug fixes, patches, and policy updates) made generally available by Bluefort.

“Upgrade” means improvements or new versions of the Licensed Program made generally available by Bluefort.

“Usage Learnings” means de-identified, aggregated insights, statistics, patterns, know-how, benchmarks, and machine-learning models, in each case derived from or trained on the use and operation of the Licensed Program, which contain no personal data and no identifiable Licensee content.

“Usage Telemetry” means usage and performance information about the Licensed Program, including activation records, Environment and tenant identifiers, Authorised User counts and identifiers reasonably necessary for licence administration, feature usage, build and pipeline events, and performance and diagnostic events.

3. Grant of licence

3.1         The Licensor grants to the Licensee a revocable, non-exclusive, non-transferable, non-sublicensable, limited licence to install and use the Licensed Program in each licensed Environment, in accordance with this Agreement, the applicable Order, the then-current Intelligence License Guide, and any usage instructions in the Documentation. If this Agreement and the Intelligence License Guide conflict, this Agreement governs.

3.2         The Licensed Program is strictly confidential to the Licensor, and the Licensor exclusively owns and reserves all right, title, and interest in and to the Licensed Program, including all Intellectual Property Rights in it, except to the extent of the licence granted in this Agreement. This Agreement is not an agreement of sale. All ideas, methods, algorithms, processes, templates, prompts, pipeline designs, and concepts used in developing or incorporated into the Licensed Program, all Updates and Upgrades, all derivative works of the foregoing, and all copies of the foregoing are and remain the Intellectual Property Rights of the Licensor.

3.3         Users included. Access to the Licensed Program is licensed per Environment, with no per-user fee. The Licensed Program may be accessed and used only by Authorised Users, for the Licensee’s internal business purposes or, in respect of Managed Environments, for the delivery of the Licensee’s services to the relevant End Customer. The Licensee must not provide access to the Licensed Program to any third party outside the licensed relationship. The Licensee is responsible for its Authorised Users’ compliance with this Agreement; any breach by an Authorised User is deemed a breach by the Licensee.

3.4         Managed Environments. Where the Order so provides, the Licensee may activate Managed Environments on behalf of named End Customers. The Licensee remains fully responsible for each Managed Environment and for its End Customers’ and their personnel’s use of and access to the Licensed Program. No direct licence from Bluefort to any End Customer arises under this Agreement; any rights the Licensee grants an End Customer (including in respect of Generated Output) are granted by the Licensee under its own terms and at its own responsibility.

3.5         The Licensed Program may be distributed via Microsoft AppSource, in-product flows, and/or other mechanisms made available by Bluefort from time to time. Bluefort may issue a License Key where technically required and may change activation and delivery methods from time to time.

4. Environments, activation, and sandbox-only operation

4.1         Licence metric. One licence unit corresponds to one Environment, bound to that Environment’s environment identifier and tenant identifier through Bluefort’s activation mechanism.

4.2         Sandbox-only rule. The Licensed Program (including ARVO Studio) may be installed and operated in Sandbox Environments only and must never be installed in, or operated from, a Production Environment. Production Environments may receive only Generated Output, promoted through the gated administrative promotion flow of the applicable platform following the human approval described in clause 8.4. This clause is a condition of the licence.

4.3         Activation, deactivation, and cool-off. Activation binds an Environment entitlement to a specific tenant and environment. Entitlements may be reassigned to another environment or tenant only through Bluefort’s activation mechanism, and only after at least ninety (90) days have passed since the entitlement’s most recent activation (the “cool-off period”). Deactivating an Environment before the cool-off period has elapsed does not release the entitlement: the entitlement remains consumed, and unavailable for reassignment, until ninety (90) days from its most recent activation have passed. This clause applies to all Environment entitlements, including Managed Environments.

4.4         Fair use. A single Environment entitlement may not be used to serve more than one End Customer, and the Licensed Program may not be used beyond the entitlements stated in the Order. On any breach of this clause, Bluefort may invoice the shortfall at then-current rates (back-dated to the start of the excess use) and/or suspend the affected entitlements in accordance with clause 15.

4.5         Verification. Bluefort may verify usage against entitlements by means of Usage Telemetry and, on reasonable prior written notice, by inspection of relevant records. Any verified shortfall is invoiced in accordance with clause 4.4.

5. Subscriptions, fees, and renewal

5.1         Use of the Licensed Program requires an active paid subscription, unless expressly stated otherwise in the applicable Order or the Intelligence License Guide. The Subscription Term is as stated in the Order.

5.2         License Order Form subscriptions. Where the Licensee subscribes under a License Order Form: fees are invoiced annually in advance unless the License Order Form states otherwise; Environments added during a Subscription Term are invoiced at the then-current per-Environment rate for the remainder of that term, co-terminous with the base subscription; and the subscription renews at the then-current Environment count on a single renewal date, in accordance with the renewal and cancellation mechanics of the License Order Form.

5.3         Direct subscriptions. Where the Licensee subscribes in-product: the subscription is a monthly recurring charge per Environment to the payment method on file, processed through Bluefort’s hosted checkout; it renews automatically each month; and the Licensee may cancel at any time with effect from the end of the then-current billing period. Amounts paid are not refunded on cancellation. If a recurring charge fails and is not remedied within the retry period, the licence enters the degraded mode described in clause 15.2 before suspension or termination.

5.4         Taxes. Fees are exclusive of VAT and other applicable taxes unless stated otherwise in the Order or invoice.

5.5         Non-refundable fees. Fees are non-cancellable and non-refundable except as expressly stated in this Agreement or required by applicable law.

5.6         Late payment. Where Bluefort invoices the Licensee directly, any undisputed amount not received when due shall accrue interest at eight per cent (8%) per annum, accruing daily until paid in full, without prejudice to Bluefort’s other rights.

5.7         Price changes. Pricing may change at renewal or on new orders. For direct subscriptions, Bluefort will give at least thirty (30) days’ notice before a changed monthly price applies. For License Order Form subscriptions, any agreed rate hold in the License Order Form prevails.

6. Bring-your-own AI

6.1         Customer-funded AI capacity. The Licensed Program orchestrates AI Models operated under the Licensee’s BYO AI Subscription. All AI consumption is procured, configured, and paid for by the Licensee directly with Microsoft or the relevant provider. AI capacity is never included in the fees for the Licensed Program, and Bluefort does not resell, supply, or absorb AI capacity, tokens, or model consumption of any kind. This clause is a fundamental term of this Agreement.

6.2         Model terms are a condition of use. Before using any AI Model with the Licensed Program, the Licensee must accept and must at all times comply with all terms applicable to its BYO AI Subscription and to each selected AI Model, including the applicable Microsoft product terms and any model-specific licence and acceptable-use terms. A breach of those terms in connection with the Licensed Program is a breach of this Agreement.

6.3         Model and service constraints. Bluefort gives no warranty or commitment regarding the availability, performance, quality, pricing, behaviour, or continuity of any AI Model, of the BYO AI Subscription, or of the underlying Microsoft or other third-party cloud services on which they run. Those services are operated by third parties and may be subject to throttling, rate limits, quotas, capacity constraints, latency, regional availability restrictions, and data-sharing, data-residency, or feature limitations imposed by the relevant provider. Any such constraint, and its effect on the responsiveness, throughput, or output of the Licensed Program, is not a defect in the Licensed Program. If an AI Model is deprecated, changed, withdrawn, or restricted, the Licensee is responsible for selecting an alternative supported AI Model. Bluefort may update the list of supported AI Models in the Documentation from time to time.

6.4         Regulatory role. As between the parties, the Licensee is the deployer and operator of the AI Models used under its BYO AI Subscription for the purposes of applicable AI regulation, as further described in clause 12.

7. Data, telemetry, and usage learnings

7.1         Data flow. Content submitted to the Licensed Program by the Licensee or its Authorised Users transits Bluefort-operated Gateway Services solely for the purposes of routing that content to and from the Licensee’s BYO AI Subscription and operating the governed build pipeline. Bluefort does not access or use content transiting the Gateway Services except to provide, secure, and support the Licensed Program and as expressly stated in this clause 7.

7.2         De-identification before retention. Prompts and other inputs are de-identified within the Licensee’s own BYO AI Subscription before any retention in Bluefort systems. Bluefort does not retain identifiable Licensee content submitted through the Licensed Program.

7.3         Usage Telemetry. The Licensee consents to Bluefort collecting, processing, and retaining Usage Telemetry for the purposes of operating, securing, supporting, and improving the Licensed Program and verifying compliance with entitlements. Usage Telemetry is retained during the Subscription Term and thereafter in de-identified and aggregated form. This consent is a condition of the licence and is given in consideration of the licence terms and pricing made available under this Agreement.

7.4         Usage Learnings. Bluefort may derive, own, and use Usage Learnings to develop, benchmark, and improve its products and services, including to train, fine-tune, evaluate, and operate machine-learning models owned by Bluefort for the purpose of improving the performance and quality of the Licensed Program. Usage Learnings, and any model trained under this clause, are derived only from de-identified data and contain no personal data and no identifiable Licensee content. Bluefort applies technical measures designed to prevent any such model from reproducing Licensee content or attributing any output to a Licensee or End Customer.

7.5         Bluefort commitments. Bluefort does not: (a) use identifiable Licensee content or Generated Output to train any AI model, or contribute Licensee content or Generated Output to the training of any third-party AI foundation model; (b) sell Licensee data; or (c) use identifiable Licensee data or content for product improvement. De-identification under clause 7.2 is performed before retention, within the Licensee’s own BYO AI Subscription, and any training permitted under clause 7.4 is performed only on data de-identified in that manner.

7.6         Personal data. Each party will comply with applicable data protection laws. Bluefort acts as an independent controller of account, licensing, billing, acceptance, and Usage Telemetry records, which it processes in accordance with its privacy notice(s). To the extent Bluefort processes personal data on behalf of the Licensee — including personal data contained in content transiting the Gateway Services — such processing is governed by Bluefort’s Data Processing Agreement (DPA), made available by Bluefort and incorporated into this Agreement by reference. The Gateway Services and the Licensed Program’s data store are hosted within the European Union. Payment card data is processed by Bluefort’s payment provider and is not collected or stored by Bluefort.

8. Generated Output — ownership and responsibility

8.1         Ownership. As between the parties, ownership of Generated Output, including its Intellectual Property Rights, vests in the Licensee upon its creation, subject to payment of the applicable fees, and survives expiry or termination of this Agreement. For Generated Output produced in a Managed Environment, ownership vests in the Licensee, and the Licensee is responsible for any onward assignment or licence to its End Customer under the Licensee’s own terms.

8.2         Embedded Bluefort components. To the extent any Generated Output incorporates pre-existing Bluefort components, templates, or libraries, Bluefort grants the Licensee a perpetual, irrevocable, royalty-free, worldwide licence to use those components as incorporated in that Generated Output. Nothing in this clause grants any rights in the Licensed Program itself, or in Bluefort’s components, templates, patterns, or know-how as standalone assets.

8.3         Non-exclusivity. AI Models are probabilistic, and similar or identical output may be produced for other licensees. Nothing in this Agreement grants the Licensee any exclusivity in, or any Intellectual Property Rights over, any idea, method, pattern, or structure reflected in Generated Output, other than the Licensee’s rights in the specific Generated Output under clause 8.1.

8.4         Review and approval. The Licensee is solely responsible for reviewing, testing, and approving Generated Output — including for quality, security, regulatory compliance, and third-party rights — before any promotion or deployment. A human approval of Generated Output recorded in the Licensed Program constitutes the Licensee’s acceptance of that Generated Output. Any promotion of Generated Output to a Production Environment is exclusively the Licensee’s decision and responsibility.

8.5         Feedback. The Licensee grants Bluefort a perpetual, irrevocable, royalty-free licence to use suggestions, ideas, and feedback about the Licensed Program without restriction or obligation.

8.6         Licence for de-identified improvement. The Licensee grants Bluefort a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use de-identified derivations of prompts, inputs, and Generated Output for the purposes set out in clause 7.4, including the training and operation of Bluefort-owned models. This licence does not affect the Licensee’s ownership of Generated Output under clause 8.1, confers no right to use or disclose identifiable Licensee content, and survives expiry or termination of this Agreement.

9. Restrictions

9.1         Subject to clause 9.2, the Licensee undertakes not to translate, adapt, vary, modify, disassemble, decompile, or reverse engineer the Licensed Program or any License Key without the Licensor’s prior written consent.

9.2         Where and to the extent permitted by applicable law, the Licensee may incidentally decompile the Licensed Program only if essential to achieve interoperability with another software program or hardware (the “Permitted Purpose”), provided the information obtained is used only for the Permitted Purpose, is not disclosed to any third party without the Licensor’s prior written consent, and is not used to create software substantially similar to the Licensed Program. The Licensee undertakes to first consult the Licensor regarding any information required for interoperability so that the Licensor may consider making it available.

9.3         The Licensed Program must not be used to develop a competing product, to train or improve a competing system, or to circumvent usage limits or entitlements.

9.4         The Licensed Program must not be used in a manner that would require Bluefort to assume regulatory or compliance obligations not expressly agreed in writing. Where the Licensed Program interoperates with Third-Party Services, the Licensee is responsible for ensuring it has appropriate rights to use those services and for complying with their terms.

10. Intellectual property indemnity (platform only)

10.1       The Licensor shall defend at its own expense any claim brought against the Licensee alleging that the Licensed Program, as delivered by Bluefort and used in accordance with this Agreement, infringes the Intellectual Property Rights of a third party (an “Intellectual Property Claim”), and shall pay all costs and damages finally awarded or agreed in settlement, provided that the Licensee: (i) gives the Licensor prompt written notice of the claim; (ii) provides reasonable assistance; and (iii) gives the Licensor sole authority to defend or settle the claim.

10.2       If an Intellectual Property Claim arises or is likely, the Licensor may: (a) procure the right for the Licensee to continue using the Licensed Program; (b) modify or replace the Licensed Program to make it non-infringing; or (c) terminate the affected rights and refund the prepaid fees for the remaining unexpired Subscription Term of the affected entitlements.

10.3       Exclusions. Clause 10.1 does not apply to any claim arising from: (a) Generated Output, or its use, deployment, distribution, or combination with other materials; (b) use of the Licensed Program in combination with software, services, data, or AI Models not supplied by the Licensor; (c) content or materials provided by the Licensee or its Authorised Users; (d) modifications not made or authorised by the Licensor; or (e) use in breach of this Agreement. For clarity, assessment and clearance of Generated Output for third-party rights forms part of the Licensee’s review responsibility under clause 8.4, and this clause 10 is the Licensee’s sole and exclusive remedy for third-party infringement claims.

11. Warranties and disclaimers

11.1       Platform warranty. For the duration of the Subscription Term, the Licensor warrants that the then-current generally available version of the Licensed Program, when used in accordance with the Documentation and this Agreement, shall conform in all material respects to the Documentation and be provided with reasonable professional care and skill. The Licensor does not warrant that the Licensed Program will be uninterrupted or error-free. The Licensor’s sole obligation and the Licensee’s exclusive remedy for breach of this warranty shall be for the Licensor, at its option and expense, to (a) remedy the non-conformity, (b) provide a workaround or functionally equivalent solution, or (c) if the foregoing are not commercially reasonable, refund the prepaid fees for the affected entitlements for the remaining unexpired Subscription Term and terminate the affected rights.

11.2       The warranty in clause 11.1 does not apply to non-conformities caused by: (i) use not in accordance with the Documentation or this Agreement; (ii) modifications not made or authorised by the Licensor; (iii) Third-Party Services, AI Models, or the BYO AI Subscription; or (iv) failure to install required Updates or Upgrades.

11.3       No warranty on Generated Output. Generated Output is produced by AI Models operated under the Licensee’s BYO AI Subscription and is inherently probabilistic. To the maximum extent permitted by applicable law, the Licensor makes no warranty or representation of any kind in relation to Generated Output — including as to its accuracy, completeness, quality, performance, security, fitness for any purpose, non-infringement, or compliance with any law or standard — and all such warranties are expressly disclaimed. The controls embedded in the Licensed Program (including approvals, testing, audit logging, and gated promotion) support, but do not replace, the Licensee’s own review under clause 8.4.

11.4       Third-party services. The Licensed Program depends on Third-Party Services — including Microsoft cloud services, the BYO AI Subscription, and AI Models — whose availability, performance, quality, latency, throughput, throttling, quotas, regional availability, and data-sharing or data-residency limitations are determined solely by the relevant provider. The Licensor makes no warranty regarding any Third-Party Service or AI Model, does not warrant any level of responsiveness or output quality that depends on them, and any failure or degradation of the Licensed Program caused by a Third-Party Service does not constitute a non-conformity under clause 11.1. The Licensee must comply with those services’ terms.

11.5       No professional advice. The Licensed Program and Generated Output are not legal, tax, accounting, or compliance advice, and are not intended to ensure the Licensee’s compliance with any regulatory obligation. The Licensee remains solely responsible for its own compliance, including in respect of any solution it promotes to a Production Environment.

11.6       Support. Bluefort provides support for the Licensed Program as described in the Intelligence License Guide. Any stated response targets are targets only and not guarantees.

12. AI regulation — allocation of roles

12.1       Bluefort provides the Licensed Program as a governed orchestration platform incorporating human-in-the-loop approvals, audit logging, permission mapping, and deactivation controls. As between the parties: the Licensee is the deployer of the AI Models it selects and operates under its BYO AI Subscription; the provider obligations relating to any general-purpose AI model rest with the relevant model provider; and the Licensee is the operator of any Generated Output it approves and promotes.

12.2       The Licensee is responsible for its own compliance with applicable AI laws and regulations (including, where applicable, Regulation (EU) 2024/1689, the EU AI Act, as amended) in its selection, configuration, and use of AI Models and in its deployment and operation of Generated Output. Bluefort will make available such information about the Licensed Program as Bluefort reasonably holds and as the Licensee reasonably requires to support that compliance.

12.3       Each party will reasonably cooperate with the other in responding to lawful requests of competent regulators concerning the Licensed Program, at the requesting party’s reasonable cost.

13. Confidentiality

13.1       Each party will keep confidential the non-public information of the other party disclosed in connection with this Agreement, will use it only for the purposes of this Agreement, and will protect it with no less than reasonable care. Licensee content transiting the Gateway Services is treated as the Licensee’s confidential information, subject to clauses 7.2 to 7.5. The Licensed Program, its Documentation, and its pricing under a License Order Form are Bluefort’s confidential information.

13.2       Clause 13.1 does not apply to information that is or becomes public other than through breach, was lawfully known without restriction, is independently developed, or must be disclosed by law or a competent authority (with notice to the other party where lawful). Usage Learnings and de-identified, aggregated Usage Telemetry are not the Licensee’s confidential information.

14. Liability

14.1       In no event will the Licensor be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, or for any damages that are an indirect or secondary consequence of the use of the Licensed Program, whether or not such damages were reasonably foreseeable.

14.2       Generated Output. To the maximum extent permitted by applicable law, the Licensor has no liability whatsoever arising from or in connection with: (a) Generated Output or any reliance on it; (b) the Licensee’s review, approval, promotion, deployment, or operation of Generated Output in any environment; (c) the acts, omissions, outputs, unavailability, or performance of any AI Model or of the BYO AI Subscription; or (d) the performance, quality, degradation, throttling, rate limiting, quotas, latency, regional unavailability, data-sharing or data-residency restrictions, suspension, or modification of any Microsoft cloud service or other Third-Party Service, each of which is outside the Licensor’s control.

14.3       The Licensee expressly agrees that the Licensor’s maximum and total liability under this Agreement shall be limited to the subscription fees actually received by the Licensor for the affected Licensed Program in the twelve (12) months prior to the first incident giving rise to liability.

14.4       The Licensee’s statutory rights (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations apply regardless of the form of action, whether under statute, in contract, or in tort (including negligence). For the purposes of this clause, the “Licensor” includes its employees, sub-contractors, and suppliers. Nothing in this Agreement excludes or limits liability for fraudulent misrepresentation or any liability that cannot be excluded or limited under applicable law.

15. Suspension and termination

15.1       Termination by the Licensee. The Licensee may terminate this Agreement by ceasing all use of the Licensed Program and cancelling its subscription in accordance with the applicable Order. Uninstalling or removing the Licensed Program does not by itself cancel any subscription that is still in force.

15.2       Degraded mode. On expiry of any payment grace or retry period, or on cancellation with effect from the end of a billing period, the affected entitlements enter a degraded mode in which the Licensed Program operates read-only and no new builds may be initiated, before any suspension or termination takes effect. Bluefort does not delete Licensee data held in the Licensee’s Environments on suspension.

15.3       Suspension and termination by Bluefort. Bluefort may suspend the Licensed Program and/or terminate this Agreement, in whole or in part, by written notice if: (a) any undisputed amount remains unpaid ten (10) days after written notice; (b) the Licensee commits a material breach (including of clauses 4.2, 4.4, 6.1, 6.2, or 9) which, if remediable, is not cured within fifteen (15) days after written notice; or (c) the Licensee becomes insolvent, enters into composition with creditors, or an analogous event occurs under applicable law. Suspension shall be proportionate and limited to the scope reasonably necessary; resumption shall occur promptly after cure.

15.4       Effect of termination. On termination or expiry, the Licensee must immediately cease use of, and uninstall, the Licensed Program from all Environments. The Licensee’s ownership of Generated Output (clause 8.1) and the licence to embedded components (clause 8.2) survive, and nothing in this clause requires the removal of Generated Output already promoted to a Production Environment. Clauses 7.3 to 7.6 (in respect of de-identified and aggregated data), 8, 10.3, 11, 12, 13, 14, and 16 to 25 survive termination.

15.5       No refunds shall be made except as expressly provided in this Agreement, and there shall be no liability for damage caused by suspension or termination effected in accordance with this clause 15.

16. Third-party services

16.1       The Licensed Program interoperates with Third-Party Services, which are governed by their own terms. Bluefort is not responsible for their availability, performance, quality, security, or fees. The performance and output of the Licensed Program depend on Third-Party Services and may be affected by constraints those providers impose — including throttling, rate limits, quotas, and regional availability — and such constraints do not constitute a defect in, or non-conformity of, the Licensed Program. Product-specific dependencies are described in the Intelligence License Guide and the Documentation.

17. Interpretation

17.1       In this Agreement, unless the context otherwise requires: words importing any gender include every gender; the singular includes the plural and vice versa; persons include firms, companies, and corporations; references to numbered clauses are to clauses of this Agreement; references to any document incorporated by reference (including the Intelligence License Guide and the DPA) are to that document as updated from time to time in accordance with this Agreement; headings do not affect interpretation; references to an enactment include that enactment as amended or replaced; an obligation not to do something includes an obligation not to allow it to be done; and a party fulfils an obligation to do something if it procures that it is done.

18. Agency and partnership

18.1       This Agreement shall not constitute or imply any partnership, joint venture, agency, or fiduciary relationship between the parties other than the contractual relationship expressly provided for in it.

19. Entire agreement and order of precedence

19.1       This Agreement, together with (i) the applicable Order and (ii) the Intelligence License Guide, constitutes the entire agreement between the parties for the Licensed Program and supersedes any prior or contemporaneous terms relating to it.

19.2       Order of precedence (highest to lowest): (1) the applicable License Order Form (for the commercial terms and commitments it states); (2) this Agreement; (3) the Intelligence License Guide. Any separate agreement between the Licensee and an End Customer does not bind or amend this Agreement.

20. Force majeure

20.1       Neither party shall have any liability under, or be deemed in breach of, this Agreement for delays or failures in performance resulting from circumstances beyond its reasonable control. If such circumstances continue for more than three (3) months, either party may terminate this Agreement by written notice.

21. Notices

21.1       All notices under this Agreement shall be in writing and shall be deemed duly given: when delivered by courier or registered mail during the recipient’s normal business hours; when transmitted by e-mail with a successful delivery or read receipt; on the fifth business day after mailing by national ordinary mail; or, for notices from Bluefort to the Licensee, when displayed in-product or via AppSource messaging, upon display.

22. Changes to this Agreement

22.1       Bluefort may update this Agreement from time to time by posting an updated version on its website or by in-product notice. The “Last updated” date indicates when changes take effect. If a change is material, Bluefort will use reasonable efforts to provide notice (e.g., by e-mail or in-product notice). For direct subscriptions, continued use after the effective date constitutes acceptance; if the Licensee does not agree, it must stop using the Licensed Program and cancel with effect from the end of its then-current billing period. For subscriptions under a License Order Form, updates apply from the start of the next renewal term, except for changes required by law or that do not materially reduce the Licensee’s rights.

23. Severance and waiver

23.1       If any provision of this Agreement is judged unlawful, void, or unenforceable, it shall, to the extent required, be severed and rendered ineffective as far as possible without modifying the remaining provisions, which remain in force.

23.2       No delay or forbearance by either party in enforcing any term shall be a waiver of, or prejudice, any right under this Agreement. No right or remedy conferred on either party is exclusive of any other right or remedy available to it.

24. Language

24.1       This Agreement is made only in the English language. If there is any conflict between the English language version and any translation, the English language version prevails.

25. Proper law, jurisdiction, and compliance

25.1       This Agreement and all matters arising from it shall be governed by and construed in accordance with Maltese law, save that: (a) the Licensor shall have the right to sue to recover its fees in any jurisdiction in which the Licensee is operating or has assets; and (b) the Licensor shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets in any country where it believes an infringement or breach may be taking place. The place of performance of this Agreement is agreed to be the Republic of Malta.

25.2       Each party will comply with all applicable laws, rules, and regulations in respect of its activities under this Agreement, including applicable export control and sanctions laws. The Licensee represents that it is not subject to sanctions that would prohibit its use of the Licensed Program.

Version: BLUEFORT_INTELLIGENCE_EULA_1.0

Revision date: 7 August 2026