Software and Services License Agreement

TWIGEX SIA
Software and Services License Agreement

IMPORTANT, READ CAREFULLY. This Software and Services License Agreement (“Agreement”) is a binding legal agreement between Twigex SIA, a limited liability company (sabiedrība ar ierobežotu atbildību) organized under the laws of the Republic of Latvia, registration No. 40103875706, with its registered office at Gustava Zemgala 78-1, Riga, LV-1039, Latvia (“Twigex”, “we” or “us”), and the individual or legal entity that orders, accesses, installs, downloads or uses the Software or Services (“Customer” or “you”).

BY CLICKING “I ACCEPT” (OR A SIMILAR CONTROL), BY PLACING AN ORDER, OR BY ACCESSING, INSTALLING OR USING THE SOFTWARE OR SERVICES, WHICHEVER IS EARLIEST, YOU AGREE TO BE BOUND BY THIS AGREEMENT AS OF THAT DATE (THE “EFFECTIVE DATE”). If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree, do not access, install or use the Software or Services, and delete and destroy all copies of the Software in your possession or control.

This Agreement governs both self-hosted and cloud-managed Subscriptions and applies to the paid, proprietary components of the Twigex platform. The open-core components of the Twigex platform are licensed to you under the GNU Affero General Public License, version 3 (“AGPL”), as described in Section 2.2(a); and, for Customers holding a valid paid Subscription, those same Twigex-owned open-core components are additionally offered under the commercial (dual-license) terms of this Agreement as an alternative to the AGPL, as described in Section 2.2(b). Capitalized terms have the meanings given in Exhibit A, below.

Exhibit A: Definitions

These terms are defined here, at the start of the Agreement, for reference while reading the sections that follow.

“AGPL” means the GNU Affero General Public License, version 3.0, under which the Community Edition is licensed.

“Applicable Data Protection Law” means all laws relating to data protection and privacy applicable to a party, including EU Regulation 2016/679 (the “GDPR”), Latvian data-protection law, and, where applicable to a Customer, other national or state privacy laws (such as the U.S. state privacy laws or, where relevant, HIPAA and the Gramm-Leach-Bliley Act).

“Authorized User” means an employee, agent, contractor or supplier of Customer who is authorized by Customer to access and use the Software or Services and who uses a unique identity to do so. Where an individual activates a license key on servers accessing more than one database, each such database counts as a separate Authorized User instance, as further described in the Documentation.

“Cloud Subscription” means a Subscription under which Twigex hosts and operates the Software as a managed service.

“Community Edition” means the open-core components of the Twigex platform licensed under the AGPL, excluding the Enterprise Features; the Twigex-Owned Community Code within the Community Edition is additionally available to paid subscribers under the commercial dual-license terms of Section 2.2(b).

“Customer Data” means all non-public information, content and data provided by or on behalf of Customer or its Authorized Users, and stored by or at Customer's direction, through use of the Software and Services.

“Delivery” means the making available of the Software (including Updates) to Customer by electronic means, regardless of when Customer installs or uses it.

“Documentation” means the user guides, manuals, technical specifications, training materials and other materials made available by Twigex for the Software and Services, in printed or electronic form, as updated from time to time.

“DPA” means the Twigex Data Processing Agreement referenced in Section 9.2.

“Enterprise Features / Twigex Proprietary Code” means the proprietary components of the Twigex platform made available under paid Business and Enterprise tiers, on which Twigex claims copyright and which are not made available under the AGPL or any other Open Source License.

“Licensed Software” means the Enterprise Features and, for so long as Customer holds a valid paid Subscription and uses such code under the commercial license in Section 2.2(b), the Twigex-Owned Community Code. The term is used to identify the code covered by the warranty in Section 5.1 and the intellectual-property indemnity in Section 7.1.

“Open Source License” means any license that provides for free or open-source software, including the AGPL, the MIT, Apache and BSD licenses, and similar licenses.

“Order” means any document agreed between the parties that identifies the Subscriptions or Professional Services purchased and the applicable pricing and terms, including a Twigex quote accepted by the parties, a Customer purchase order accepted by Twigex, a self-service or in-product purchase accepted by Customer via the Twigex website, and any Twigex invoice accepted by Customer.

“Professional Services” means the implementation, configuration, migration, advisory, training and related services described in Section 4.

“Self-Hosted Subscription” means a Subscription under which Customer installs and operates the Software on infrastructure Customer controls (directly or through a third party engaged by Customer).

“Services” means the Software and related services made available by Twigex to Authorized Users in accordance with the Documentation and this Agreement, including the Cloud Services.

“Software” means the Twigex platform, comprising the Community Edition and the Enterprise Features, together with Updates and Documentation, as licensed under this Agreement and the applicable Open Source Licenses.

“Subscription” means a licensed right to use the Enterprise Features and receive Updates and Support for a Subscription Term, at the tier specified in an Order.

“Subscription Term” means the term of a Subscription as set out in Section 1.3.

“Support Terms” means the support terms referenced in Section 1.8.

“Term” means the period from the Effective Date until this Agreement terminates or all Subscriptions expire, as described in Section 10.1.

“Twigex-Owned Community Code” means those portions of the Community Edition in which Twigex holds the copyright or otherwise has sufficient rights to grant a commercial license, excluding any third-party component licensed under an Open Source License that Twigex does not own or control.

“Update” means any enhancement, modification, correction or addition to the Software made available by Twigex from time to time.

1. Orders; Subscriptions; Editions; Delivery; Support; Customer Responsibilities

1.1 How to Order; Pricing

During the Term and subject to Customer's compliance with this Agreement (including payment of applicable fees), Customer may purchase Subscriptions and Professional Services by (a) agreeing to an Order that references this Agreement, or (b) completing a self-service purchase through the Twigex website. Subscription tiers (including the Free/Community, Business and Enterprise tiers), features and current pricing are described at twigex.com/pricing (or a successor URL). For any paid Subscription, Customer must provide accurate, current and complete billing information.

1.2 Editions

Subscriptions are offered as (a) “Self-Hosted” Subscriptions, installed and operated by Customer (or a third party engaged by Customer) on infrastructure Customer controls; and/or (b) “Cloud” Subscriptions, hosted and operated by Twigex or its subprocessors as a managed service. Certain provisions apply only to Self-Hosted or only to Cloud Subscriptions, as indicated.

1.3 Subscriptions; Term; Renewal

The proprietary components of the Software are licensed, and the Services are provided, on a Subscription basis for the term stated in the applicable Order (the “Subscription Term”). If no term is stated, the Subscription Term is one (1) year. Unless the Order states otherwise, paid Subscriptions automatically renew for successive periods equal to the initial Subscription Term at Twigex's then-current fees, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. For self-service Subscriptions, Customer may manage renewal and cancellation through its account or the payment interface.

1.4 Delivery

All Software (including Updates) is delivered electronically and is deemed accepted upon Delivery. Renewals require no re-delivery and are deemed Delivered on the first day of the renewal term.

1.5 Control of the Cloud Service

For Cloud Subscriptions, the method and means of providing the Services are under Twigex's exclusive control. Twigex will provide the Services in a professional and commercially reasonable manner in accordance with applicable law and the Documentation. Each party retains sole responsibility for its own information-technology infrastructure.

1.6 Customer Responsibilities

Customer will:

• provide accurate registration and administrative information and keep it current;
• require its Authorized Users to maintain credential security and account confidentiality;
• be responsible for all activity under its accounts and for the acts and omissions of its Authorized Users; and
• use the Software and Services only in accordance with this Agreement, the Documentation and applicable law.

For Self-Hosted Subscriptions, Customer is solely responsible for provisioning, securing, operating, backing up and maintaining its deployment.

1.7 Enterprise Accounts; Domain Control

Where accounts are created using a Customer-controlled email domain, all data and accounts associated with that domain are deemed controlled by Customer, and Twigex will reasonably cooperate to transfer administrative control to Customer upon verified written request.

1.8 Support

Subject to Customer's compliance with this Agreement and the applicable Subscription tier, Twigex will provide support as described in the Support Terms at twigex.com/support-terms (or a successor URL). Support levels, response targets and channels vary by tier and Edition as set out in the Support Terms.

1.9 Support of Modified or Community Software

Twigex may require Customer to reproduce a reported issue on an unmodified, currently supported version of the Software before providing support. Twigex is not obligated to support Customer-developed modifications, Community-Edition-only deployments beyond the applicable paid tier, or third-party code, except as expressly agreed in writing.

2. Ownership; License Grants; Open Source; Restrictions

2.1 Ownership

The Software contains valuable proprietary and confidential information of Twigex and its licensors. Except for the rights expressly granted in this Agreement and, as applicable, under the AGPL and other Open Source Licenses, Twigex and its licensors retain all right, title and interest in and to the Software, the Services, the Documentation and all related intellectual property. Except for code contributions to open-core repositories (which are governed by the applicable open-source contribution terms), Customer assigns to Twigex all right, title and interest in any suggestions, feedback, enhancement requests or recommendations it provides regarding the Software or Services, which Twigex may use without restriction or obligation.

2.2 License Grants

(a) Open-Core Components (AGPL)

The open-core components of the Twigex platform (the “Community Edition”) are free and open-source software licensed to Customer under the AGPL. Customer's rights to the Community Edition are governed by the AGPL and any notices contained in the source (including “license”/“copying” files or source headers), and not by this Agreement. Nothing in this Agreement limits, supersedes or adds conditions to any right Customer has under the AGPL with respect to the Community Edition. Twigex does not seek to restrict, or to receive compensation for, the exercise of AGPL rights in the Community Edition. To the extent the AGPL requires an offer of source code, that offer is hereby made; requests should be directed to opensource@twigex.com. Customer acknowledges that the AGPL imposes network-use obligations (AGPL Section 13) and is solely responsible for its own AGPL compliance when it modifies and deploys the Community Edition.

(b) Commercial License to the Community Edition (Dual Licensing)

Twigex dual-licenses the Twigex-Owned Community Code. In addition to, and as an alternative to, the AGPL, Twigex grants any Customer holding a valid paid Subscription, during the Subscription Term, a limited, non-exclusive, non-transferable (except as expressly permitted), non-sublicensable, royalty-bearing commercial license to install, run, use, modify, integrate and deploy the Twigex-Owned Community Code under the terms of this Agreement instead of under the AGPL. Where Customer uses the Twigex-Owned Community Code under this commercial license, the copyleft and network-use obligations of the AGPL (including the source-disclosure obligation of AGPL Section 13) do not apply to that use, and Customer's use is instead governed by this Agreement (including, to the extent applicable, the restrictions in Section 2.3). For clarity:

• this commercial license covers only the Twigex-Owned Community Code and does not extend to third-party components licensed under an Open Source License (Section 2.2(d)), which remain governed by their own licenses regardless of any election by Customer;
• Customer's baseline rights under the AGPL are not reduced, this Section only offers a commercial alternative; and
• this commercial license is co-terminous with the paid Subscription, and upon its expiration or termination Customer's continued use of the Twigex-Owned Community Code is thereafter governed solely by the AGPL.

Because certain third-party components bundled with the Community Edition may themselves be licensed under the AGPL, GPL or other copyleft licenses that Twigex does not own and cannot relicense, Customer remains responsible for compliance with those third-party licenses even where it elects this commercial license.

(c) Proprietary Components (Enterprise Features)

Conditioned on a valid paid Subscription and Customer's compliance with this Agreement (including payment), Twigex grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable (except as expressly permitted), non-sublicensable, royalty-bearing license to:

• for Self-Hosted Subscriptions, install, run and use the Twigex Proprietary Code (the “Enterprise Features”) for the number of Authorized Users covered by the Subscription;
• for Cloud Subscriptions, access and use the Enterprise Features via the Twigex-provided service; and
• use the Documentation to support such use.

The Enterprise Features are licensed, not sold, and are not provided under the AGPL or any other Open Source License. If a paid Subscription expires or terminates, Customer's right to use the Enterprise Features ends, although Customer may continue to use the Community Edition under the AGPL.

(d) Other Open Source

Third-party components included in the Software that are licensed under an Open Source License are provided under the terms of that license. A list of such components and their licenses is available in the Documentation or the source distribution.

(e) Backup Copies (Self-Hosted)

Customer may make a reasonable number of back-up copies of the Software consistent with its ordinary backup practices, subject to this Agreement.

(f) Customer Data License (Cloud)

For Cloud Subscriptions, Customer grants Twigex a worldwide, non-exclusive, royalty-free license to host, store, process, transmit and display Customer Data solely as necessary to provide, secure, maintain and support the Services, and as further described in the DPA. Customer is solely responsible for the accuracy, quality, legality of, and its right to use, Customer Data.

2.3 License Restrictions

Except as expressly permitted by this Agreement or, for the Community Edition and other open-source components, by the applicable Open Source License, Customer will not, and will not permit any Authorized User or third party to:

• remove, alter or obscure any proprietary notices in the Enterprise Features;
• with respect to the Enterprise Features, reverse engineer, decompile or disassemble, or copy, modify or create derivative works of them, except to the extent this restriction is prohibited by applicable law;
• sublicense, sell, resell, rent, lease, distribute or make the Enterprise Features or Services available to any third party, or use them in a service-bureau or outsourcing offering, except for Customer's own internal business purposes or as expressly permitted;
• circumvent or disable any license key, usage metering or technical limitation, or access features or Editions not included in the Subscription;
• exceed the Authorized User count or other usage limits of the Subscription; or
• use the Enterprise Features or Services to build a competing product or service.

None of the foregoing restrictions applies to the Community Edition or other components to the extent Customer exercises rights granted under the applicable Open Source License.

2.4 Additional Cloud Restrictions

For Cloud Subscriptions, Customer will not:

• upload or transmit anything unlawful, infringing, malicious or that violates third-party rights;
• introduce viruses, malware or harmful code;
• interfere with or disrupt the integrity or performance of the Services or other customers' use;
• attempt to gain unauthorized access to the Services or related systems or data; or
• exceed the storage or usage allotment of its Subscription.

3. Fees; Payment; Taxes; Usage; Audit

3.1 Fees; Payment Processors

Customer will pay all fees for Subscriptions and Professional Services stated in the applicable Order or on the Twigex pricing page. Online and self-service payments are processed by third-party payment processors (currently Stripe and/or Adyen); Customer's use of those payment services is subject to the processors' own terms, and Customer authorizes Twigex and its processors to charge the payment method provided. Where payment is not by pre-authorized card, Twigex will invoice Customer, and payment is due within thirty (30) days of the invoice date. Except as expressly stated in this Agreement, all fees are non-cancellable and all payments are non-refundable.

3.2 Recurring Billing; Authorization

For card-based Subscriptions, Customer authorizes recurring charges in advance of each Subscription Term (including renewals) until Customer cancels in accordance with Section 1.3, and is responsible for all recurring charges until cancellation. Twigex may suspend Services or Subscriptions for non-payment after reasonable notice and may recover reasonable costs of collecting past-due amounts.

3.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, withholding and similar taxes and duties, excluding taxes on Twigex's net income. Where the VAT reverse-charge mechanism or an exemption applies, Customer will provide a valid VAT identification number or exemption certificate. Twigex will charge VAT where required by Latvian and EU law.

3.4 Usage Reporting; Additional Users (Self-Hosted)

For paid Self-Hosted Subscriptions, within fifteen (15) days after the end of each calendar quarter Customer will report the actual number of Authorized Users during that quarter, certified by an authorized representative. If actual Authorized Users exceed the number purchased, Twigex will invoice for the additional Authorized Users, pro-rated for the remainder of the Subscription Term. No downward adjustments or refunds are made for reduced usage.

3.5 Audit

No more than once per year and on thirty (30) days' notice, Twigex may audit Customer's compliance with Authorized User limits and license terms, during normal business hours, using an independent auditor bound by confidentiality, and conducted so as to minimize disruption. If an audit reveals underpayment exceeding ten percent (10%), Customer will pay the shortfall and reimburse the reasonable costs of the audit.

4. Professional Services

4.1 Professional Services

Twigex may provide implementation, configuration, migration, architectural guidance, training and other professional services (“Professional Services”) under a mutually agreed Statement of Work (“SOW”) or Order.

4.2 Engineering Supervision / Advisory

Where expressly agreed, Twigex may provide advisory oversight or engineering supervision. Such supervision does not transfer to Twigex responsibility for Customer-developed code or Customer-managed infrastructure.

4.3 Deliverables; Intellectual Property

Unless an SOW states otherwise:

• Twigex retains ownership of all generally applicable enhancements, tools, methodologies and know-how, including non-customer-specific improvements;
• Customer owns deliverables created specifically for Customer that are inseparable from Customer's Confidential Information; and
• Customer grants Twigex a non-exclusive, royalty-free license to use such deliverables to support Customer and improve the Software's interoperability.

Any contribution to open-core repositories is governed by the applicable open-source contribution terms.

4.4 Support Eligibility; Remediation

Modifications developed by Twigex under paid Professional Services remain eligible for standard support. Remediation required as a result of unsupported Customer modifications may be billed at Twigex's then-current rates.

5. Warranties; Disclaimers

5.1 Warranties

Twigex warrants, solely to Customer and during the Subscription Term, that:

• it has the rights and licenses necessary to grant the licenses and perform the Services under this Agreement;
• it will not knowingly introduce into the Licensed Software delivered to Customer any malicious code intended to disrupt, disable or damage systems (excluding license-enforcement mechanisms disclosed in the Documentation); and
• the unmodified Licensed Software, when properly installed and used, will materially conform to the Documentation during the Subscription Term.

For Cloud Subscriptions, Twigex warrants that it will provide the Services in accordance with the Documentation and any applicable service levels.

5.2 Exclusive Remedy

For breach of Section 5.1(c), Customer's exclusive remedy and Twigex's sole obligation is, at Twigex's option, to repair or replace the affected Licensed Software or, if Twigex cannot do so within a reasonable time, to terminate the affected Subscription and refund the pre-paid, unused fees for the affected period.

5.3 High-Risk Activities

The Software and Services are not designed for use in hazardous environments requiring fail-safe performance (e.g., nuclear facilities, air-traffic control, life-support systems). Twigex disclaims any warranty of fitness for such High-Risk Activities.

5.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND TWIGEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TWIGEX DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. Nothing in this Agreement excludes or limits any warranty, right or liability that cannot be excluded or limited under mandatory applicable law, including mandatory Latvian or EU consumer-protection law.

5.5 Community Edition and Beta

The Community Edition and any beta, preview, trial or free/non-paid offering are provided “AS IS,” without warranty, indemnity or support of any kind under this Agreement, as further described in Section 13.

6. Limitation of Liability

6.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXCLUDED MATTERS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

6.2 Aggregate Cap

EXCEPT FOR THE EXCLUDED MATTERS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TWIGEX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 Excluded Matters

The exclusions and cap above do not apply to:

• Customer's payment obligations;
• Customer's breach of the license scope or restrictions (Sections 2.2 through 2.4);
• either party's breach of confidentiality;
• Twigex's indemnification obligations under Section 7.1;
• Customer's indemnification obligations under Section 7.4;
• breach of Section 11 (Export Controls and Sanctions);
• a party's gross negligence, willful misconduct or fraud; and
• any liability that cannot be limited under mandatory applicable law (including death or personal injury caused by negligence).

6.4 Free/Beta Cap

Notwithstanding anything to the contrary, for the Community Edition and any free/non-paid, trial or beta offering, Twigex's total aggregate liability will not exceed one hundred euro (€100).

7. Indemnification

7.1 Indemnification by Twigex (Intellectual Property)

Twigex will defend Customer against any third-party claim alleging that the unmodified Licensed Software, as delivered by Twigex, infringe such third party's copyright, trademark, or an EU or U.S. patent, and will indemnify Customer for damages and costs finally awarded (or agreed by Twigex in settlement) for such claim.

7.2 Exclusions

Twigex has no obligation for claims arising from:

• the Community Edition or other open-source components (governed by their Open Source Licenses);
• modification of the Software other than by Twigex;
• combination of the Software with items not provided by Twigex where the claim arises from the combination;
• Customer's continued allegedly infringing use after notice and provision of a non-infringing update; or
• Customer's breach of this Agreement.

7.3 Mitigation; Procedure; Sole Remedy

If the Licensed Software becomes, or Twigex believes it may become, the subject of an infringement claim, Twigex may, at its option and expense: (i) procure the right for Customer to continue using them; (ii) modify them to be non-infringing without material loss of functionality; or (iii) replace them with non-infringing equivalents; and if none is commercially reasonable, terminate the affected Subscription and refund pre-paid, unused fees. Twigex's obligations are conditioned on Customer promptly notifying Twigex, giving Twigex sole control of the defense and settlement (provided Twigex will not, without Customer's consent, enter a settlement admitting Customer's liability or imposing a financial obligation on Customer), and reasonably cooperating. This Section states Twigex's entire liability and Customer's exclusive remedy for intellectual-property infringement.

7.4 Indemnification by Customer

Customer will defend and indemnify Twigex against any third-party claim and related damages and costs arising out of:

• Customer Data or Customer's use of the Software or Services in breach of this Agreement or applicable law;
• Customer's violation of any Applicable Data Protection Law or of third-party privacy or intellectual-property rights in Customer Data;
• for Self-Hosted deployments, Customer's operation, configuration or security of its deployment; and
• Customer's breach of Section 11 (Export Controls and Sanctions).

8. Confidentiality

8.1 Definition; Obligations

“Confidential Information” means non-public information disclosed by one party that is designated confidential or that reasonably should be understood to be confidential, including the Software (source and object code), pricing, product roadmaps, business and financial information, and the terms of this Agreement. Each party will protect the other's Confidential Information with at least reasonable care (and no less care than it uses for its own), and will use it only to perform under this Agreement. Neither party will disclose the terms of this Agreement except as required by law.

8.2 Exceptions; Compelled Disclosure

Confidential Information excludes information that is or becomes public through no fault of the recipient, was rightfully known without a confidentiality obligation, is rightfully received from a third party without restriction, or is independently developed. A party may disclose Confidential Information if legally compelled, provided it gives prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

8.3 Telemetry; Aggregated Data

For Self-Hosted Subscriptions, Customer may disable telemetry/diagnostic functionality. If not disabled, or for Cloud Subscriptions, Twigex may collect aggregated or de-identified data about configuration, activation and performance to verify licensing, provide support, and improve the Software and Services. Twigex will not use such data to identify individuals, and any processing of personal data is governed by Section 9 and the DPA.

8.4 Injunctive Relief; Return

Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate; the disclosing party may seek injunctive relief. On termination, the receiving party will, on request, return or destroy Confidential Information, subject to routine backup retention and legal-hold requirements, and provided it continues to protect any retained copies under this Agreement.

9. Data Protection; GDPR; Security

9.1 Roles

For Cloud Subscriptions, in respect of personal data contained in Customer Data, Customer (or its own customers) is the controller and Twigex acts as processor, processing personal data solely to provide, secure and support the Services and on Customer's documented instructions. For Self-Hosted Subscriptions, Twigex does not process Customer Data, and Customer is solely the controller (or processor) of personal data in its deployment.

9.2 Data Processing Agreement

The parties' data-protection obligations for Cloud Subscriptions, including the subject-matter, duration, nature and purpose of processing, the types of personal data and categories of data subjects, the Article 28 GDPR processor terms, security measures and international-transfer mechanisms (including the EU Standard Contractual Clauses where applicable), are set out in the Twigex Data Processing Agreement (“DPA”) at twigex.com/dpa (or a successor URL), which is incorporated by reference and forms part of this Agreement for Cloud Subscriptions. In case of conflict on data-protection matters, the DPA prevails.

9.3 Subprocessors

Customer authorizes Twigex to engage subprocessors to provide the Cloud Services, subject to written terms imposing data-protection obligations no less protective than the DPA, and subject to the notice-and-objection process in the DPA.

9.4 International Transfers

Twigex will not transfer personal data outside the EEA except in accordance with the DPA and Chapter V of the GDPR, including under an adequacy decision or the EU Standard Contractual Clauses. Given Twigex's establishment in the EU, Customer acknowledges that Twigex processes personal data under EU law.

9.5 Security Program

Twigex maintains a written information-security program with administrative, technical and organizational measures aligned with recognized industry standards and appropriate to the risk, including the measures described in the DPA and/or the security documentation at twigex.com/security.

9.6 Security Incidents

Twigex will notify Customer without undue delay after becoming aware of a personal-data breach affecting Customer Data in the Cloud Services, and will provide information reasonably necessary to enable Customer to meet its own breach-notification obligations, as further described in the DPA.

9.7 Architecture

For Self-Hosted Subscriptions, all Customer Data remains within Customer-controlled infrastructure. For Cloud Subscriptions, Twigex logically isolates Customer instances.

10. Term; Termination; Suspension; Data Export

10.1 Term

This Agreement is effective on the Effective Date and continues until all Subscriptions have expired or the Agreement is terminated under this Section.

10.2 Termination for Cause

Either party may terminate this Agreement or an affected Subscription or Order for the other party's material breach not cured within thirty (30) days after written notice (fifteen (15) days in the case of non-payment).

10.3 Termination or Suspension by Twigex

Twigex may suspend or terminate the Services or a Subscription:

• as required to comply with law or a governmental order;
• if Customer's use violates applicable law or Section 11;
• for Cloud Subscriptions, if Customer's use poses a security or integrity threat to the Services, infrastructure or other customers (suspension limited to the extent necessary); or
• for non-payment.

Twigex will use reasonable efforts to give notice where practicable and lawful.

10.4 Effect of Termination

On expiration or termination of a paid Subscription:

• Customer's right to use the affected Enterprise Features and (for Cloud) the Services ends;
• for Self-Hosted, Customer will cease using and, on request, delete or destroy the Enterprise Features (Customer may continue to use the Community Edition under the AGPL); and
• accrued payment obligations remain due.

Termination is without prejudice to other remedies.

10.5 Data Export and Deletion (Cloud)

For Cloud Subscriptions, for thirty (30) days after termination Customer may export Customer Data using available tools; thereafter Twigex will delete Customer Data in accordance with the DPA, unless retention is required by law.

10.6 Survival

Provisions that by their nature should survive, including Sections 2.1, 2.2(a) and (d), 2.3, 3, 5.4 through 5.5, 6, 7, 8, 9 (as applicable), 10.4 through 10.6, 11, 12, 14, 15 and Exhibit A, survive termination or expiration.

11. Export Controls; Sanctions; Restricted Uses

11.1 Compliance

The Software, Services and any technical data are subject to the export-control and economic-sanctions laws of the European Union and its Member States (including Latvia), the United States, and other applicable jurisdictions (“Export and Sanctions Laws”). These include, without limitation, EU Regulation 2021/821 (dual-use), EU restrictive-measures (sanctions) regulations, the U.S. Export Administration Regulations (EAR), and regulations administered by the U.S. Office of Foreign Assets Control (OFAC). Each party will comply with all applicable Export and Sanctions Laws.

11.2 Restricted Parties and Territories

Customer represents and warrants that it, its Authorized Users, and its ultimate beneficial owners are not:

• located in, organized under the laws of, or ordinarily resident in any country or territory that is the target of comprehensive sanctions (including applicable Russia- and Belarus-related restrictions and comprehensively embargoed territories); or
• a person on any EU or U.S. restricted-party or sanctions list (including the EU Consolidated List of persons subject to restrictive measures, the OFAC Specially Designated Nationals (SDN) List, and the U.S. Denied Persons or Entity Lists).

Customer will not use, export, re-export, transfer or make the Software or Services available, directly or indirectly, to any such territory or person, for any prohibited end-use, or in any manner that would cause Twigex to violate Export and Sanctions Laws.

11.3 No Circumvention; Right to Decline

Customer will not use the Software or Services to circumvent EU or U.S. sanctions, including through re-export or onward transfer via third countries. Twigex may decline, suspend or terminate any Order, Subscription or Service, without liability, where Twigex reasonably believes that provision would violate, or create a risk of circumvention of, Export and Sanctions Laws.

12. U.S. Government Rights

The Software and Documentation are “commercial products,” “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101, and were developed at private expense. If licensed by or on behalf of a U.S. Government executive agency, the Government acquires only the rights in the Software and Documentation customarily provided to the public under this Agreement, in accordance with FAR 12.211/12.212 and, for the Department of Defense, DFARS 227.7202. Any rights not granted under this Agreement must be separately negotiated in writing. This Section is in lieu of, and supersedes, any conflicting FAR, DFARS or other clause regarding U.S. Government rights in software or technical data.

13. Free/Community Edition; Trials; Beta

13.1 Community Edition

The Community Edition is licensed under the AGPL as described in Section 2.2(a) (or, for Customers holding a valid paid Subscription who so elect, under the commercial dual-license terms in Section 2.2(b)). When used under the AGPL and without a paid Subscription, the Community Edition is provided without charge, warranty, indemnity or support under this Agreement.

13.2 Trials and Beta

Twigex may offer free trials and beta/preview features, which may carry additional limitations described on the pricing page or in an Order and may be changed or discontinued at any time. Notwithstanding anything to the contrary, trials and beta features are provided “AS IS,” without warranty or indemnity, and either party may terminate a free/non-paid Subscription at any time on notice. On expiry of a trial, the Subscription reverts to the prior paid tier (if any) or terminates.

14. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, failures of utilities or telecommunications, cyber-attacks, and changes in law or governmental action (including the imposition of new sanctions or export restrictions).

15. General

15.1 Governing Law; Jurisdiction

This Agreement is governed by the laws of the Republic of Latvia, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The courts of the Republic of Latvia have exclusive jurisdiction, unless mandatory law provides otherwise.

15.2 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to a successor in a merger or sale of all or substantially all of its assets or equity; provided that Customer may not assign to a Twigex competitor. Twigex may assign to an affiliate and may assign or grant a security interest in its rights to payment. This Agreement binds and benefits the parties' permitted successors and assigns.

15.3 Entire Agreement; Order of Precedence

This Agreement, together with the DPA, the Support Terms, any applicable Orders and SOWs, and the pricing page referenced herein, is the entire agreement of the parties and supersedes all prior and contemporaneous agreements and communications, and any conflicting or additional terms in a Customer purchase order (which are expressly rejected). In case of conflict: an executed Order or SOW prevails over the body of this Agreement for its subject matter; the DPA prevails on data-protection matters; and otherwise the body of this Agreement prevails over documents referenced by URL.

15.4 Amendments

For negotiated Orders, amendments require a writing signed by both parties. For self-service or website Subscriptions, Twigex may update this Agreement prospectively by posting an updated version and, for material changes, providing reasonable advance notice; Customer's continued use after the effective date of the changes constitutes acceptance, and if Customer does not agree, its sole remedy is to stop using the Software and Services and cancel in accordance with Section 1.3.

15.5 Notices

Notices must be in writing in English and delivered by courier, registered mail or email to the addresses stated in the Order or account. Notices to Twigex: legal@twigex.com; Twigex SIA, Gustava Zemgala 78-1, Riga, LV-1039, Latvia.

15.6 Publicity

Twigex may reference Customer as a customer, and use Customer's name and logo for that purpose, only with Customer's prior written consent (which may be given in an Order), subject to Customer's trademark-usage guidelines.

15.7 Non-Solicitation

During the Term and for twelve (12) months afterward, neither party will knowingly solicit for employment the other party's personnel who are directly involved in the Services, excluding responses to general public advertisements.

15.8 Miscellaneous

The parties are independent contractors. This Agreement confers no rights on any third party. If any provision is held invalid or unenforceable, the remaining provisions continue in effect, and the parties will substitute a valid provision that best achieves the original intent. A party's failure or delay in exercising a right is not a waiver. Headings are for convenience only. This Agreement may be executed in counterparts and by electronic signature.

15.9 Language

This Agreement is executed in the English language, which governs its interpretation, notwithstanding any translation.