SMIDDLE Software License Agreement

Last updated: 11.02.2026

IMPORTANT! PLEASE, READ CLOSELY!

This End User License Agreement (hereinafter – the “License Agreement”) for the use of the Software (software products) of Smiddle International OÜ (hereinafter – the “Licensor”) is a legally binding agreement between you, a legal entity obtaining permission to use an intellectual property object (hereinafter – the “Licensee”), and the Licensor. The License Agreement applies after the Licensee receives a License from the Partner or the Licensor. The Licensor has the right to amend the terms of this Agreement. New terms may be provided to the Licensee together with Software updates, placed within the program interface, or published on the Licensor’s website. New rules come into effect from the moment of their publication or installation together with the next Software update. By performing installation, copying, downloading, or other use of the Software, you, as the Licensee, agree to comply with the terms of this License Agreement. If you, as the Licensee, do not agree with the terms of the License Agreement, you must not install, copy, download, or otherwise use the Licensor’s Software.
If you enter into this License Agreement not as an individual but on behalf of a company, the term “you” means such company, which undertakes to comply with this License Agreement. If you act in legal relations with us on behalf of a company, you confirm that you have all legal grounds and authorizations to act on behalf of such company and are not limited by any of its internal regulations or other legally binding documents.

1. License
1.1 The Licensor grants the Licensee a term-based, non-exclusive license to use the Software (hereinafter – the “License”) exclusively as an End User. The Software is intended solely for the Licensee’s own use and shall not be operated by third parties (including on the basis of a sublicense), nor for marketing purposes or further distribution as separate software or as a component of any other product.
1.2 A condition for granting the License is the Licensee’s use of the number of licenses provided by the Licensor or the Partner (acquired) and refraining from unlawful actions aimed at bypassing license protection.
A condition for granting the License is the obligation of the Licensee to use exclusively the number of licenses acquired from the Licensor or its Partner, as well as to refrain from any actions aimed at bypassing or disabling the means of license protection of the Software. The Licensee has the right to acquire additional Licenses at any time.
1.3 The License is confirmed by a License Certificate, which may contain a License key, information on the number of licenses, start and end dates of validity (term), territory of validity, as well as information about authorized representatives of the Licensee and their contact details.
1.4 After expiration of the License Term, the Licensee automatically loses the right to use the Software unless the Licensee has acquired a License for the next period of use (extended the License).

2. Intellectual Property Rights
2.1 The rights to use the License granted to the Licensee constitute exclusively a License. No provisions of this License Agreement or any other document grant the Licensee any ownership rights to the Software in whole or in part.
2.2 The Software, all its copies, and all Intellectual Property Rights in the Software and its copies belong to the Licensor. The Software is protected by copyright and other intellectual property laws and treaties.
2.3 The Licensor confirms that the Software is an object of copyright and that the Licensee at any time (before or after termination of the License Term) shall not perform or permit any actions that violate copyright.
2.4 The Licensor retains all rights to the Software and the Licenses not expressly granted to the Licensee under this License Agreement.

3. Trial License
3.1 The Licensor has the right to provide the Licensee with a trial License to evaluate the Software.
3.2 In case of provision of a trial License, the Licensee has the right to download, install, use, and operate the Software only during a limited period of time and shall ensure that the Software is accessible exclusively to a limited number of temporary users agreed between the Licensor and the Licensee.
3.3 At the end of the trial period, the Software must be removed from the hardware and from the Licensee’s system, and all copies of the Software in the Licensee’s possession must be destroyed.

4. Technical Support and Updates
4.1 From time to time, the Licensor may provide updates, upgrades, patches, bug fixes, and other modifications to improve the Software (“Updates”). The Licensee may be required to install Updates to continue using the License. Installation of Updates may be carried out automatically or manually by the Licensee, the Partner, or directly by the Licensor. The Licensee has the right to refuse periodic Updates; however, the Licensor may release updates that fix critical errors and increase the security level of the Software.
4.2 Provision of Updates, bug fixes, and Technical Support is governed by a separate Agreement (or Annex) on Technical Support. The License itself does not grant the right to receive Updates.

5. License Fees
5.1 In exchange for granting the License, the Licensee shall pay the License Fee. The Licensee shall pay all Fees within the established payment terms. Failure to receive Fees within the established payment terms results in immediate termination of the Licenses granted under this License Agreement, and such Licenses shall be deemed unpaid.

6. Rights and Restrictions
6.1 Using the granted licenses, the Licensee is obliged to use the number of licenses provided by the Licensor or the Partner (acquired). Any unlawful actions and circumvention of license protection that result in changing the number of acquired licenses without the knowledge of the Licensor are prohibited.
6.2 The Licensee has the right to install the Software and ensure its availability for use on hardware resources that belong to the Licensee, are leased by it, or are fully controlled by it.
6.3 If, in accordance with clause 6.2 of this License Agreement, the Licensor provides the Licensee with written consent to install the Software on other resources (“Other System”), the Licensee shall ensure that the terms of this License Agreement are complied with by users in the Other System as well. The Licensee shall indemnify the Licensor for any expenses and losses incurred by the Licensor in connection with the installation and use of the Software in the Other System.
6.4 The Licensee has no right to modify, adapt, transform, lease or rent, lend, sublicense, market, sell, distribute, transfer, or create any derivative program based on the Software or any part thereof, including Embedded Software, Available Code, or Protected Code.
6.5 The Software contains trade secrets, and the Licensee has no right to perform decompilation, reverse engineering, disassembly, or other transformation of the Software into a human-readable form. The Licensee agrees not to disclose, directly or indirectly, any such trade secrets of the Licensor’s Software to any person until they cease to be confidential.
6.6 The Licensee undertakes to use the Software as a single integrated product, not to use any of its components, databases, or graphical elements separately from the rest of the Software, not to perform decompilation, reverse engineering, or analysis of the program code, and not to make any modifications to the functional structure of the program or attempt to obtain access to any separate element or component of the Software.
6.7 The Licensee shall not copy or embed elements of Available Code contained in the Software into other software.
6.8 Subject to the terms of this License Agreement, the Licensor has the right to modify Available Code for the purpose of developing bug fixes, adaptation, or installation of additional functions.

7. Embedded Software
7.1 The Licensee acknowledges that the Software may contain Embedded Software of other vendors and that, in addition to the obligations provided by this License Agreement regarding any use of Embedded Software of other vendors, additional obligations may apply.
7.2 For the installation and use of any Embedded Software, the Licensee shall contact the Licensor and the relevant third party to obtain any necessary license and consent.

8. Licensing Mechanisms and Penalties
8.1 If at any time the Licensor has a reasonable suspicion that the Software has been distributed or obtained by any person without the written consent of the Licensor, or that Embedded Software has been modified, accessed, or used separately from the Software, or that the Licensee has otherwise violated the terms of this License Agreement, the Licensor may require the Licensee to provide a certificate prepared by an Independent Auditor, which unconditionally confirms the Licensee’s compliance with the terms of the License Agreement.
8.2 If the Independent Auditor of the Licensee fails to provide such certificate within 90 days from the date the Licensor sends the relevant request to the Licensee (or within a longer period that the Licensor may agree at its sole discretion), the Licensee shall be deemed to have violated the terms of this License Agreement, and the Licensor shall obtain the right to terminate the License Agreement and revoke all licenses granted on its basis.
8.3 If the violation consists of distribution or use of the Software in excess of the purchased number of Licenses or in the use, attempted use, or distribution of Embedded Software, the Licensor has the right to retroactively charge the Licensee a fee calculated based on the number of cases of prohibited distribution or use of Licenses in accordance with the valid declared prices charged by the Licensor for the Software or Embedded Software (depending on the circumstances). Such charge shall be in addition to any other rights or claims that the Licensor may have against the Licensee, as well as in addition to any other Fees payable by the Licensee under this License Agreement.

9. Publications
9.1 The Licensee grants the Licensor the right to indicate the Licensee as a client of the Licensor in the Licensor’s advertising and marketing materials, including those размещённые on the company’s Internet website.
9.2 The Licensee may withdraw the rights granted in clause 9.1 by sending a written notice to the Licensor no later than 30 days prior to such withdrawal.

10. Termination
10.1 The term of this License Agreement is determined by the License Certificate for any of the licenses acquired by the Licensee.
10.2 The Licensor has the right to terminate the License with immediate effect by sending written notice in the following cases:
- the Licensee fails to pay the Fees within the established payment terms;
- the Licensee violates any terms of this License, and the violation has not been remedied within 14 (fourteen) days after receiving written notice from the Licensor.
10.3 In case of termination of the License for any reason:
a) the Licensee shall prohibit any access to the Software, and all Authorized Users shall cease any use of the Software;
b) the Licensee shall remove all copies of the Software from its hardware and from its system, as well as from the Other System, delete or destroy all copies of the Software and all Available Code that are in its possession, custody, or control;
c) the Licensee may be required to provide the Licensor with a certificate issued by the Licensee’s auditor that unconditionally confirms compliance with clauses 10.3(a) and 10.3(b);
d) the Licensor has the right to seize the Software and any property of the Licensor that is in the possession, custody, or control of the Licensee;
e) the Licensor shall be released from any further obligations under this License Agreement.
10.4 Withdrawal of the Software from operation by the Licensee terminates the effect of this License Agreement between the Licensor and the Licensee.
10.5 In case of termination of the License or non-use of the License for any reason, the Licensee shall not be entitled to full or partial reimbursement of License Fees or any other amounts paid for the License and the Software.
10.6 Termination of this License Agreement does not prejudice any rights that the Licensor may have as a result of violation of this License by the Licensee or an Authorized User.

11. Assignment or Transfer
11.1 The Licensee has the right to assign this License exclusively to its legal successors in the event of merger, acquisition, or change of legal control over the legal entity of the End User, provided that:
- the Licensee notifies the Licensor of such event within 60 (sixty) days from the date of its occurrence;
- the assignee to whom the right to the License is transferred agrees to comply with the terms of the License Agreement;
- in the event of transfer or assignment of rights under the License, including as a result of merger or acquisition, the transferring Licensee shall completely cease using the Software, delete or destroy all existing copies of the Software on its devices, servers, and media, and guarantee that the software product will not remain under its actual control or in the possession of third parties.
11.2 Any planned assignment or transfer of the Software by the Licensee in a manner other than provided for in this Section 11 shall be invalid and shall grant the Licensor the right to terminate this Agreement in accordance with Section 10.
11.3 The Licensor is entitled to assign its rights and obligations under this License Agreement without the consent of the Licensee. Any authorized assignee shall be obliged to comply with the terms of this Agreement.

12. Disclaimer and Limitation of Remedies
12.1 The Software is provided on an “as is” basis. The Licensee acknowledges that by its nature software is an imperfect product and may contain defects, errors, omissions, and other anomalies.
12.2 The Licensor warrants to the Licensee that the Software will in all material respects conform to the technical specifications of the Software throughout the entire license term from the date of its installation to the Licensee, provided that it is used in accordance with ordinary industry technologies and conditions, the Licensor’s recommendations, and has not been modified. However, the Licensor does not warrant that operation of the Software will be uninterrupted or error-free.
12.3 To the extent permitted by applicable law, the Licensor expressly disclaims any warranties regarding the Software, including any warranties of merchantability and/or fitness for a particular purpose, performance warranties, as well as any warranties that may otherwise arise from course of dealing or usage.
12.4 Under no circumstances shall the Licensor be liable for any incidental, special, indirect, direct, or consequential damages or loss of profit, interruption of business, loss of business capacity or goodwill, for any claims of indirect or special damages or punitive damages, for third-party claims, or for any indirect or consequential damages or related expenses that may arise in connection with installation or use of the Software, including due to its defects, misuse, as well as for loss or inaccuracy of data of any kind, regardless of whether the Licensor was aware of the possibility of such damage or losses.
12.5 The Licensor shall not be liable for misuse, distribution, including unauthorized distribution by the Licensee and/or Partner of Software products and data obtained through the use of the granted License.
12.6 The Licensor shall not be liable for the collection, use, storage, including without prior consent of third parties, by the Partner and/or the Licensee of any data obtained through the use of Software products.
12.7 The Licensor shall not be liable for violation of personal rights and freedoms of third parties, causing harm to third parties that may arise as a result of the use of Software products or failure to inform third parties about the use of Software products by the Partner and/or the Licensee in its business activities.
12.8 If the Licensor violates any provision of this License Agreement, the exclusive and maximum liability of the Licensor, whether in contract, tort, or otherwise, shall under no circumstances exceed the total amount of the License Fee paid by the Licensee for the Licenses.
12.9 The express warranty provided in clause 12.2 applies only to the Licensee and is not transferable. In connection with the use of the Software, the Licensor provides no other warranties, express or implied.
12.10 Nothing in this Agreement is intended to or shall be construed as excluding or modifying any statutory rights, warranties, or conditions applicable to this License Agreement or the Software that under applicable law cannot be excluded or modified.

13. Indemnification
13.1 In the event that the Software becomes or may become the subject of a claim in connection with infringement of any Intellectual Property Rights of third parties, the Licensor may, at its sole discretion:
- obtain for the Licensee the right to use the License without creating any liability;
- replace or modify the Software in such a way that it ceases to infringe Intellectual Property Rights;
- reimburse the Licensee the License Fees paid by it in connection with the Licenses.
13.2 The remedies described in clause 13.1 constitute the exclusive liability of the Licensor and provide the exclusive remedies of the Licensee in connection with the Licensor’s infringement of Intellectual Property Rights in the Software or other components supplied by the Licensor under this License Agreement.
13.3 The Licensee confirms and agrees that in the event of its violation of this License Agreement and causing damage, loss, or expenses to the Licensor, directly or indirectly as a result of such violation, the Licensor has the right to file a legal claim directly against the Licensee.
13.4 The Licensee shall indemnify the Licensor and hold the Licensor harmless from any expenses, damages, and claims against the Licensor arising from any infringement of the Licensor’s Intellectual Property Rights or those of any third party resulting from modification by the Licensee or an Authorized User of any part of the Software or other components supplied by the Licensor, or from any violation of this License Agreement.
13.5 The Licensee agrees that any legal claims or proceedings arising out of this License Agreement or the use of the Software may be initiated within 1 (one) year from the date the grounds for such claim arise or the damage is caused.

14. Dispute Resolution
14.1 The Parties agree to comply with the dispute resolution provisions of this Section 14 with respect to any dispute arising between the parties under this License Agreement before initiating any judicial or arbitration proceedings.
14.2 Notice of dispute. In the event of a dispute between the parties, either party may send to the other party by mail a notice containing a detailed description of the nature of the dispute and indicating that it is a notice of dispute pursuant to this Section 14.
14.3 Response notice. Within 5 working days after delivery of the notice of dispute, the recipient shall send to the other party a response notice:
- confirming receipt of the notice of dispute;
- indicating that such notice is sent in accordance with clause 14.3;
- providing a brief description of any information that, in the opinion of the party, is directly related to the dispute.
14.4 Initial meeting
- Within 10 working days after delivery of the notice of dispute, the parties shall meet or conduct an online conference and attempt to resolve the dispute.
- Each party shall use its best efforts to resolve the dispute.
14.5 Continuation of Agreement. Each party shall continue to perform its respective obligations under this Agreement until the dispute is resolved.
14.6 Survival. Section 14 shall survive refusal to perform, termination, or expiration of this Agreement.

15. Restrictions
15.1 Export of the Software from the country of original purchase may be subject to control or restrictions in accordance with applicable local legislation.
15.2 The Licensee shall:
- determine the existence and applicability of any local laws to the intended export and obtain all necessary consents and permits;
- refrain from exporting the Software if this violates any legal restrictions.

16. Survival
16.1 The provisions of Sections 2 (Intellectual Property Rights), 6.4, 6.5, 6.6, 6.7, 6.8 (Rights and Restrictions), 8 (Licensing Mechanisms and Penalties), 10.3, 10.5 (Termination), 12 (Disclaimer and Limitation of Remedies), 13.4, 13.5 (Indemnification), 14 (Dispute Resolution), 17.2 (General Provisions), 18 (Interpretation) shall remain in force in the event of refusal to perform, expiration, or termination of this License Agreement.

17. Privacy Policy
17.1 By purchasing and using the Licenses and Software of the Licensor, the Licensee confirms accession to this License Agreement and also agrees with the Privacy Policy set forth on the Licensor’s website (https://smiddle.com).
17.2 By purchasing and using the Licenses and Software of the Licensor, the Licensee confirms that the information collected by it about users and clients in the course of using the Licenses was obtained with the full and unconditional consent of the owners of such data, with understanding of the scope of their use, as well as the purposes of use.

18. General Provisions
18.1 The Licensee shall immediately notify the Licensor if at any time it becomes aware of a breach of its obligations under this License Agreement.
18.2 This License Agreement shall be governed by and interpreted in accordance with the applicable legislation of Estonia.

19. Definitions
19.1 Available Code means source code that is not protected and is available in the Software; this concept includes, among other things, program assemblies, script files, macros, individual reports, and process diagrams.
19.2 Additional Software means updates, fixes, new functions, add-ons, plugins, individual modifications, or new functions developed specifically for the needs of the Licensee, or other components of the Software that are additionally connected.
19.3 Authorized User means a person authorized by the Licensee to access and use the Software under the User License.
19.4 Licensor means Smiddle International OÜ, VAT number: EE101990284, registered at: Harju maakond, Tallinn, Kesklinna linnaosa, Viru väljak 2, ESTONIA, 10111.
19.5 Embedded Software means any third-party software that may contain Available or Protected Code licensed by the Licensor from a third party and embedded in the Software.
19.6 License Agreement means this document and any amendment or supplement thereto.
19.7 License Fees mean all fees and expenses payable by the Licensee to the Licensor or Sales Partner in connection with the acquisition of Licenses and the Software.
19.8 Intellectual Property Rights mean rights established by any patent, copyright, industrial design, or trademark, whether under common law or statutory law, the right to apply for registration under law of such or similar rights, as well as rights to protection of trade secrets, goodwill, or confidential information.
19.9 Protected Code means any source code for which the Licensor or a third party has taken measures to protect access.
19.10 Sales Partner means a person that sells or distributes the Licensor’s products and has been authorized for these purposes by the Licensor.
19.11 Software means the software whose use is accompanied by this License Agreement, including computer software, Additional Software, Available Code, Protected Code, and related media, printed materials, network or electronic documentation, Internet-accessible services, and Embedded Software.
19.12 User License means a license or licenses granted by the Licensor to the Licensee under this License Agreement that allow Authorized Users to access and use the Software. The number of User Licenses granted to the Licensee depends on the amount of Fees paid by it.
19.13 Software Updates mean a new, improved version of the Software that may include: bug fixes, addition of new functions and features, security system updates, optimization of Software performance, etc., to ensure compliance of the Software with certain standards and requirements.
19.14 Technical Support means a professional service for maintenance of the Software provided by the Licensor or an authorized (certified) Partner of the Licensor for the purpose of ensuring stable operation of the Software, receiving Updates, etc., in accordance with the terms of the service level agreement concluded with the Licensee.
19.15 License Certificate means an official legal document or electronic record issued by the Licensor that certifies the Licensee’s right to use a specific copy of the Software. The Certificate confirms the legality of the License, the number of users, the license term, and serves as the basis for Technical Support.
19.16 End User means a legal entity, the Licensee, that directly uses the Licenses and the Software to solve its tasks and does not engage in its development or technical support. The Licensee is a party to the License Agreement.
19.17 Independent Auditor means a certified specialist or legal entity that is independent of the Licensee, acts on a contractual basis, and conducts verification of the Licensee’s compliance with the terms of the License Agreement. The key requirement for an Independent Auditor is the absence of a conflict of interest with any of the parties to the License Agreement.