COMMERCIAL SaaS API LICENSE AGREEMENT

Copyright (c) 2025 Cloudpliant
All rights reserved.

IMPORTANT – READ CAREFULLY: This Commercial SaaS API License Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Cloudpliant (“Licensor”) for access to and use of the API product (the “Software”). By accessing or using the Software, you agree to be bound by the terms of this Agreement.

1. License Grant.
   Licensor hereby grants you a non-exclusive, non-transferable, worldwide license to access and use the Software solely for your internal business purposes in connection with your products and services.

2. Restrictions.
   a. You shall not resell, sublicense, rent, lease, or otherwise distribute access to the Software to any third party.
   b. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
   c. You shall not modify or create derivative works based on the Software without the express written consent of Licensor.

3. Ownership.
   The Software, including all intellectual property rights therein, is licensed, not sold. Licensor retains all rights, title, and interest in and to the Software.

4. Service Level & Support.
   Licensor may offer maintenance and support services under separate terms and conditions. The API is provided “as is” without any warranties except as explicitly stated in this Agreement.

5. Term and Termination.
   This Agreement becomes effective upon your acceptance and continues until terminated. Licensor may terminate this Agreement immediately if you breach any provision herein. Upon termination, you must cease all use of the Software and destroy all copies.

6. Disclaimer of Warranty.
   THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability.
   IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification.
   You agree to indemnify, defend, and hold harmless Licensor and its affiliates from any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from your use of the Software or breach of this Agreement.

9. Governing Law.
   This Agreement shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law principles.

10. Entire Agreement.
    This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.

For support or further questions regarding this Agreement, please contact:

Cloudpliant
support@cloupliant.com