Software Subscription and License Agreement

1. Agreement structure

This Software Subscription and License Agreement (“Agreement”) is between AethosHub Pvt Ltd (“AethosHub”) and the customer identified in an order form that references this Agreement (“Customer”). It governs the software, documentation, support, and professional services identified in that order. Each executed order form, this Agreement, the Support SLA selected in the order, any applicable Data Processing Addendum, and any executed statement of work together form the “Contract”.

If documents conflict, the following order of precedence applies: the order form; a DPA solely for personal-data processing terms; the applicable statement of work solely for the described services; this Agreement; then the Support SLA and Documentation. A purchase order is administrative only. Any additional or inconsistent purchase-order terms are rejected unless expressly signed by AethosHub.

2. Definitions

• Affiliate means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of voting interests.
• Authorized User means Customer personnel and individual contractors whom Customer authorizes to administer or use the Software for Customer's internal business.
• Customer Data means data, content, credentials, configuration, prompts, responses, audit records, and other information Customer or its users submit to or process through the Software.
• Documentation means the then-current technical and administrative materials AethosHub supplies for the Software, including published documentation and versioned release materials.
• Order means an order form signed by both parties identifying the edition, deployment scope, fees, Subscription Term, support plan, and any other commercial terms.
• Software means the object-code AethosHub product and generally available updates identified in the Order, excluding Third-Party Components.
• Subscription Term means the subscription period in the Order.
• Third-Party Component means software governed by separate open-source or third-party license terms.

3. Subscription license

3.1 Grant

Subject to the Contract and timely payment, AethosHub grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to install and run the Software in Customer-controlled infrastructure and permit Authorized Users to use it for Customer's internal business, within the edition, number and type of deployments, environments, clusters, Affiliates, and other scope stated in the Order.

3.2 Affiliates and contractors

An Affiliate may use the Software only if the Order includes it. Customer may allow contractors to use the Software solely to provide services to Customer, remains responsible for their acts and omissions, and must ensure they are bound by protective terms at least as strict as the Contract. No Affiliate or contractor receives an independent right to use or retain the Software.

3.3 Non-production environment

A non-production deployment included in an Order may be used for development, testing, training, staging, disaster-recovery testing, and upgrade validation, but not to serve ordinary production workloads.

4. License restrictions

Except to the extent applicable law does not permit the restriction, Customer must not:

• sell, resell, sublicense, rent, lease, distribute, host for third parties, outsource, or provide the Software as a service bureau or managed service;
• copy the Software except for permitted installation and reasonable backup, or exceed the licensed deployment scope;
• reverse engineer, decompile, disassemble, derive source code, or circumvent technical license controls;
• modify, translate, or create derivative works of the Software, or remove proprietary notices;
• use the Software or non-public Documentation to build, train, or improve a competing product;
• publish non-public benchmark or comparative test results without AethosHub's prior written consent, which will not be unreasonably withheld for a fair and reproducible assessment;
• use the Software unlawfully, to infringe rights, or in a way that creates an unreasonable security risk; or
• permit access by a direct competitor for competitive analysis.

The Software is not designed as a substitute for human authorization in uses where failure is reasonably likely to cause death, personal injury, or catastrophic physical damage. Customer is responsible for deciding whether its use is appropriate and for maintaining necessary human and technical safeguards.

5. Delivery, activation, and Third-Party Components

AethosHub will make the licensed release and Documentation available through its designated delivery channel after the applicable prerequisites are met. Customer is responsible for installation unless the Order includes implementation services. Software may verify local license or activation information; AethosHub will not use a license mechanism to collect Customer gateway traffic or credentials.

Third-Party Components are governed by their identified licenses, notices, and disclaimers, which control only for those components. Nothing in the Contract restricts rights a third-party license grants directly to Customer. AethosHub remains responsible for the Software as a whole to the extent expressly stated in this Agreement.

6. Customer responsibilities and Customer Data

6.1 Environment and operation

Customer selects, provisions, secures, monitors, backs up, and operates its infrastructure, networks, DNS, TLS, identity systems, databases, secret stores, model-provider accounts, MCP systems, and other dependencies. Customer must follow Documentation, use supported versions, protect delivery and activation material, and limit access to Authorized Users.

6.2 Customer Data

As between the parties, Customer retains all rights in Customer Data and determines why and how it is processed. Customer represents that it has the rights and lawful basis necessary to process Customer Data and configure the Software as it does. Normal product operation occurs inside Customer-controlled infrastructure and does not require Customer Data to be sent to AethosHub.

6.3 Support material

If Customer chooses to provide diagnostic material, it grants AethosHub a limited right to use it only to provide support, security response, or services. Customer must remove secrets and unrelated personal data first. Where AethosHub processes personal data on Customer's documented instruction, the incorporated DPA applies.

6.4 Usage verification

On reasonable written request no more than once per year, Customer will certify its deployment count, edition, environments, and included Affiliates. If AethosHub reasonably suspects material overdeployment, the parties will first review records in good faith. Any inspection requires reasonable notice, occurs during business hours, avoids Customer Data where practicable, and must not unreasonably disrupt operations. Customer will purchase rights for verified use beyond the Order from the date that use began.

7. Support, updates, and professional services

AethosHub provides the support plan identified in the Order under the Support SLA. Updates and security patches generally made available for the licensed edition are included during the Subscription Term. AethosHub may end support for a release after reasonable notice and availability of a supported upgrade path.

Professional services are provided only under an Order or SOW. Customer owns its pre-existing materials and Customer-specific configuration and data. AethosHub owns its pre-existing materials, Software, generalized tools, templates, methods, and know-how. Subject to payment, Customer may internally use deliverables specifically identified for delivery in the SOW with the Software during the Subscription Term.

8. Fees, invoicing, and taxes

Customer will pay fees in the currency and within the period stated in the Order. Unless the Order says otherwise, fees are invoiced annually in advance, are non-cancellable and non-refundable except as this Agreement expressly provides, and payment is due within 30 days of invoice. Undisputed overdue amounts may accrue interest at 1% per month or the maximum lawful rate, whichever is lower. Customer must notify AethosHub of a good-faith invoice dispute before the due date and timely pay the undisputed portion.

Fees exclude applicable indirect taxes, duties, and levies. Customer will pay them except taxes on AethosHub's net income. If law requires withholding, Customer will provide valid documentation and cooperate in obtaining available relief. The parties will verify any payment-instruction change through an established contact before payment.

9. Ownership and feedback

AethosHub and its licensors retain all rights in the Software, Documentation, updates, service materials, technology, and intellectual property not expressly granted. No source-code license is granted. Customer retains all rights in Customer Data and Customer-owned systems. Customer may provide feedback voluntarily; AethosHub may use it without restriction or payment, provided it does not identify Customer publicly or disclose Customer Confidential Information.

10. Confidentiality

“Confidential Information” means non-public information disclosed by a party that is marked confidential or should reasonably be understood as confidential, including the Software and non-public Documentation, security information, product plans, credentials, business terms, and Customer Data. It excludes information the recipient can document: is public without breach; was lawfully known without restriction; is received lawfully from a third party without duty; or is independently developed without use of the discloser's Confidential Information.

The recipient will use Confidential Information only to perform or exercise rights under the Contract, protect it with at least reasonable care, and disclose it only to personnel, Affiliates, contractors, and advisers who need to know and are bound by confidentiality obligations. If law compels disclosure, the recipient will give advance notice where lawful and disclose only what is required. Each party may seek injunctive relief for threatened misuse. These obligations continue for five years after disclosure; trade secrets and Customer credentials are protected while they remain confidential under applicable law.

11. Warranties and disclaimers

11.1 Mutual authority

Each party warrants that it has authority to enter the Contract and will comply with laws applicable to its performance.

11.2 Software warranty

AethosHub warrants during the Subscription Term that the Software will materially conform to its Documentation when used in a supported configuration. Customer must report a reproducible breach with reasonable detail. AethosHub's obligation is to use commercially reasonable efforts to correct the Software or provide a reasonable workaround. If neither is commercially reasonable and the non-conformity materially prevents licensed use, either party may terminate the affected Order and AethosHub will refund prepaid unused subscription fees for the terminated remainder.

11.3 Services warranty

AethosHub warrants that professional services will be performed professionally and materially in accordance with the applicable SOW. Customer must report a material breach within 30 days after the affected service. AethosHub will reperform the non-conforming service or, if re-performance is not commercially reasonable, refund the fees paid for it.

11.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, SUPPORT, AND SERVICES ARE PROVIDED “AS IS”. AETHOSHUB DISCLAIMS IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING. AETHOSHUB DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT EVERY THREAT OR POLICY VIOLATION WILL BE DETECTED, OR THE AVAILABILITY OR OUTPUT OF CUSTOMER OR THIRD-PARTY SYSTEMS. THE EXPRESS REMEDIES IN THIS SECTION ARE CUSTOMER'S EXCLUSIVE REMEDIES FOR WARRANTY BREACH.

12. Third-party intellectual-property claims

AethosHub will defend Customer against a third-party claim that Customer's authorized use of the unmodified Software infringes that party's patent, copyright, or trademark, and will pay finally awarded damages or a settlement AethosHub approves. Customer must promptly notify AethosHub, give AethosHub control of the defense and settlement, and provide reasonable cooperation. AethosHub may procure continued use, modify or replace the affected Software, or terminate the affected Order and refund prepaid unused subscription fees.

This obligation does not apply to claims arising from Customer Data; Customer or third-party technology; unauthorized modification or combination; continued use after notice of a supplied replacement; use outside the Contract; or Third-Party Components to the extent governed by their own terms. This section states AethosHub's entire obligation for third-party intellectual-property claims.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR USE, ARISING FROM THE CONTRACT, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THE CONTRACT WILL NOT EXCEED FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

The exclusions and cap do not apply to: Customer's payment obligations; breach of the license grant or restrictions; a party's fraud, fraudulent misrepresentation, or wilful misconduct; death or personal injury caused by negligence where liability cannot be limited; AethosHub's obligations under Section 12; or liability that law does not permit to be excluded or limited. Liability for breach of confidentiality or applicable data-protection obligations is capped at two times the general cap. These allocations apply regardless of legal theory and are essential to the commercial terms.

14. Term, suspension, and termination

This Agreement begins on the first Order effective date and continues while an Order remains active. Each Order runs for its Subscription Term. Renewal occurs only as stated in the Order or by a new signed Order; there is no automatic renewal unless expressly agreed.

Either party may terminate an affected Order or the Contract for a material breach not cured within 30 days after written notice, or within 10 days for non-payment. Either party may terminate immediately if the other enters insolvency proceedings not dismissed within 60 days, ceases business, or cannot lawfully continue performance. AethosHub may suspend delivery, activation, updates, or support for undisputed overdue fees or a material security or license violation after reasonable notice, limiting suspension to what is necessary where practicable.

On expiration or termination, licensed rights end and Customer must stop using and delete the affected Software, delivery credentials, and AethosHub Confidential Information, except archival copies required by law and Third-Party Components retained under their own licenses. Customer remains responsible for exporting and retaining Customer Data before shutdown. Sections intended by their nature to survive do so, including fees accrued, restrictions, ownership, confidentiality, disclaimers, liability, and general terms.

15. Legal, export, and sanctions compliance

Each party will comply with anti-bribery, export-control, sanctions, and other laws applicable to its performance. Customer will not export, re-export, transfer, or use the Software in violation of applicable restrictions and represents that it and its permitted users are not prohibited parties. Customer is responsible for laws applying to its AI use cases, Customer Data, model providers, connected tools, and decisions made using outputs.

16. General

Neither party is liable for delay caused by circumstances beyond reasonable control, excluding payment obligations; the affected party will promptly notify the other and mitigate. The parties are independent contractors. The Contract creates no partnership, agency, fiduciary duty, or third-party beneficiary.

Neither party may assign the Contract without the other's prior written consent, not to be unreasonably withheld, except to an Affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee is not a direct competitor and can perform the obligations. Customer may not assign to an AethosHub competitor without consent.

Notices under the Contract must be in writing and sent to the notice contacts in the Order; operational support messages are not legal notices. This Agreement is governed by the laws of India without regard to conflict-of-law rules. Courts with competent jurisdiction at the location of AethosHub's registered office have exclusive jurisdiction, although either party may seek urgent injunctive relief in any competent court.

If a provision is unenforceable, it will be modified only as necessary and the remainder continues. A waiver must be written and is limited to the stated instance. The Contract is the entire agreement about its subject and supersedes prior proposals and discussions. Amendments must be signed by authorized representatives, except AethosHub may update Documentation and operational policies prospectively so long as an update does not materially reduce contracted rights during a current Subscription Term. Electronic signatures and counterparts are effective.