PIARA Lite License Agreement

Copyright (c) 2025 PIARA Inc

PIARA Lite License Agreement

IMPORTANT. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE SOFTWARE. THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT IT, THOUGH AFFIRMATIVE CONSENT OR USE OF THE SOFTWARE, AND THE INDIVIDUAL ACCEPTING THE AGREEMENT REPRESENTS THEY ARE AUTHORIZED ON BEHALF OF THE CUSTOMER TO ENTER INTO THIS AGREEMENT AND BIND THE CUSTOMER TO ITS TERMS.

This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or an entity, either of which is referred to as “Customer”) and PIARA, Inc, a Pennsylvania Corporation (“PIARA”) and is effective as of the date you install, update, or first use the PIARA Lite software (“PIARA Lite” or “the Software”). If you do not agree with the terms of this Agreement, you are not permitted to use the PIARA Lite offering. If at any time this Agreement is updated and you do not agree with the changes made to it, your sole and exclusive remedy is to uninstall and stop using the Software.

General Terms

License to Use the Software

1. Licenses for Software. Software is licensed and not sold. Subject to Customer’s compliance with this Agreement, PIARA grants Customer a nonexclusive, non-transferable, and limited license to use the Software as provided in this Agreement. This license is solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

2. Duration of licenses. Software is licensed during the term of use only, which can be terminated by PIARA or Customer as set forth in the section Term and Termination below. PIARA Lite is limited to licensing for a single instance of the core services. Additional instances and services are available via the PIARA Premium offering.

3. End Users. For Customers that are entities, the End User is the individual employee or contractor authorized to use the Software. For Customers that are individuals, the End User and Customer are the same. Customer controls access to, and use of, the Software by the End User and is responsible for any use of the Software that does not comply with this Agreement.

4. Reservation of Rights. PIARA reserves all rights not expressly granted in this Agreement. Software is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel.

5. Restrictions. Except as expressly permitted in this Agreement or Software documentation, Customer must not (and is not licensed to): a. reverse engineer, decompile, or disassemble the Software, or attempt to do so (except where applicable law permits despite this limitation); b. install or use third-party software or technology in any way that would subject PIARA’s intellectual property or technology to any other license terms; c. work around any technical or license limitations in the Software or restrictions in Software documentation; d. separate and run parts of the Software contrary to the license terms; e. transfer all or parts of a Software; or f. distribute, sublicense, rent, lease, or lend the Software, in whole or in part, or use them to offer hosting services to a third party.

6. Acceptable Use Policy. PIARA may limit Customer’s use or terminate any license to the Software or Services in the event it is discovered that Customer is using the Software for any of the following reasons: a. illegal or fraudulent activity; b. to violate the rights of PIARA or others; c. to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm to individuals or governments; d. to generate, distribute, or evade detection with regard to content or activity that promotes child sexual exploitation or abuse; or e. to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device. PIARA may investigate any suspected violation of this Acceptable Use Policy and remove or disable access to any content or instance as remedy for a detected violation.

Connected Technology and Open Source Software

1. Open Source. The Software may contain third party proprietary or open source programs or components that are licensed under separate terms that are presented to Customer during installation or in the "OSS License File" file accompanying the Software. The Software may also contain third party open source programs that PIARA, not the third party, licenses to Customer under this Agreement.

2. Connected Technology. Customer may also be presented choices when linking the Software to third party content, libraries, applications, or connections (“Connected Technology”). Connected Technology is provided under separate terms by the providers of the Connected Technology. PIARA is not a party to the terms between Customer and the third party. PIARA makes no warranties and assumes no responsibility or liability whatsoever for Connected Technology. Customer is solely responsible and liable for its use of Connected Technology.

License Compliance

1. Compliance Verification. PIARA may verify Customer’s and its Affiliates’ compliance with this Agreement manually or through automated technology. Customer must promptly provide any information and documents PIARA reasonably requests related to the verification. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

2. Remedies. If verification reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use and purchase any additional licenses necessary to continue use.

Data Protection and Processing

PIARA will process Customer Data and Personal Data as provided in this Agreement and the privacy notice posted at privacy.piarainc.com, which is incorporated by reference. Before providing Personal Data to PIARA, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and data protection laws.

Confidentiality

1. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.

2. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its employees, contractors, advisors, and consultants (“Representatives”), and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

4. Duration of Confidentiality obligation. These obligations apply for a period of seven years after a party receives the Confidential Information.

Warranties

WARRANTY DISCLAIMER. PIARA LITE IS AVAILABLE AT NO COST AND IS PROVIDED WITHOUT WARRANTY OR PERFORMANCE COMMITMENTS. PIARA LITE IS PROVIDED “AS-IS” AND WITH ALL FAULTS. PIARA PROVIDES NO WARRANTIES OR CONDITIONS AND DISCLAIMS ANY OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING WARRANTIES AND CONDITIONS OF QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. To the extent permitted by applicable law, Customer waives any warranty claims.

Defense of third-party claims

To the extent permitted by applicable law, Customer will defend PIARA against any third-party claim to the extent it alleges that: (1) any Customer use of the Software or choice of Third Party Connection misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of the Software, alone or in combination with anything else, violates the law or harms a third party. Customer will pay the amount of any resulting adverse final judgment or approved settlement, and subject to PIARA’s right to control the defense and any settlement of it. PIARA will provide Customer with all requested assistance, information, and authority. Customer will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.

Limitation of liability

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIARA IS NOT LIABLE FOR ANY OF THE FOLLOWING: (i) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET PIARA SYSTEMS REQUIREMENTS.

2. THE ABOVE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PIARA AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE, AND ITS RESPECTIVE USE.

3. PIARA Lite and Open Source Software. To the extent that direct damages cannot be disclaimed under the law, and because PIARA Lite software may contain or be associated with open source software that Customer may be authorized to redistribute to third parties, all of which provided free of charge and with no financial obligations to PIARA under this Agreement, PIARA’s liability will be limited to direct damages finally awarded up to US$20.

4. Applicability. To the extent permitted by applicable law, the limitations, exclusions, and exceptions set forth in this Limitation of Liability section apply to all claims and damages under or relating to this Agreement or the Software provided under this Agreement, including, without limitation, breach of contract, breach of warranty, strict liability, and negligence and other torts, even if the parties knew or should have known about the possibility of the damages.

Account Creation

While PIARA Lite software is provided at no cost, Customer must provide contact information via PIARA’s payment processor for the purposes of transacting the license key. By providing PIARA’s payment processor with contact information, Customer (1) consents to PIARA’s processing and use of that contact information for purposes of creating and transaction an account; and (2) represents that the contact information provided was established and is used primarily for commercial purposes and not for personal, family or household use.

Term and termination

1. Term. This Agreement is effective until terminated by a party, as described below.

2. Termination without cause. Either party may terminate this Agreement without cause on 30 days’ notice. Customer may terminate this Agreement by ceasing use of the PIARA Lite software and deleting all copies and license keys from its possession.

3. Termination for cause. PIARA may terminate this Agreement on 3 business days’ notice for material breach if the other party fails to cure the breach within the 3 business day notice period. Upon such termination, all licenses granted under this Agreement will terminate immediately.

4. Suspension. During any period of material breach by Customer, PIARA may suspend Software access without terminating this Agreement. PIARA will give Customer 10 days’ notice before such suspension unless PIARA reasonably believes immediate suspension is required to ensure the ongoing confidentiality, integrity, availability, or resilience of PIARA’s systems and services.

5. Termination to comply with laws. PIARA may modify or discontinue offering PIARA Lite in any country or jurisdiction where there is any current or future government requirement or obligation that (1) subjects PIARA to any regulation or requirement that is not generally applicable to businesses operating there; (2) presents a hardship for PIARA to continue offering the Software without modification; or (3) causes PIARA to believe this Agreement or the Software may conflict with any such requirement or obligation.

Modifications to this Agreement

PIARA may update this Agreement from time to time. Changes will apply upon notice to Customer when ordering new Software or upon renewal if existing licenses to PIARA Lite are renewed after the initial period.

Miscellaneous

1. Independent contractors. The parties are independent contractors. Customer and PIARA each may develop products independently without using the other’s Confidential Information.

2. Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others.

3. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

4. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

5. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

6. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.

7. Notices. All notices must be in writing. Official notices to PIARA regarding the terms of this Agreement, any dispute hereunder, or any claim involving legal obligations or liability must be sent to the following address and will be deemed received on the date received at that address: PIARA Inc. 643 First Ave. Suite 600 Pittsburgh, PA 15219 PIARA may provide Customer with information and notices electronically, including via email, through the portal for the system interface with the Software. Notice is given as of the date it is made available by PIARA.

8. Applicable law. This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania and federal laws of the United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.

9. Jurisdiction and Venue. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the courts located in Allegheny County, Pennsylvania. The parties consent to personal jurisdiction in those courts. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.

10. Government procurement rules. If Customer is a government entity or is otherwise subject to government procurement requirements, Customer represents and warrants that (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements. Software is licensed only as Commercial Computer Software under DFARS 227.7202-3

11. Compliance with Trade Laws. The Software may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Software, including, without limitation, trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”). Customer will not take any action that causes PIARA to violate U.S. or other applicable Trade Laws. PIARA may suspend or terminate this Agreement to the extent that PIARA reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws.

12. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between this Agreement and any other document(s), the terms of this Agreement shall control.