ASTROCYTE SOFTWARE LICENSE AGREEMENT

Product: Data Gateway

Provider: Astrocyte, Inc. (“Astrocyte”)

This Software License Agreement (“Agreement”) governs the licensing and use of the Astrocyte Data Gateway software and related documentation (collectively, “Software”), whether delivered on-premises or via cloud marketplaces including but not limited to Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (collectively, “Cloud Providers”).

By installing, accessing, or using the Software, Customer agrees to be bound by this Agreement.

1. Grant of License

(a) On-Premises Use. Subject to this Agreement and the applicable order or schedule (“Schedule”), Astrocyte grants Customer a non-exclusive, non-transferable, limited license to install and use the object code version of the Software for internal business purposes.

(b) Cloud Use. Where Software is accessed or deployed through a Cloud Provider marketplace, Customer’s license is subscription-based and subject both to this Agreement and to the applicable Cloud Provider’s terms of service.

(c) Restrictions. Customer shall not:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code.

Modify, sublicense, lease, rent, assign, or provide Software to third parties except as expressly permitted.

Circumvent license metering, access controls, or usage limitations.

2. Ownership

The Software is licensed, not sold. Astrocyte retains all rights, title, and interest, including intellectual property rights, in the Software.

3. Customer Data and Cloud Responsibility

(a) Customer Data. Customer retains ownership of all data processed by the Software. Customer is solely responsible for ensuring compliance with applicable data protection, privacy, and regulatory obligations.

(b) Cloud Responsibility Disclaimer. Astrocyte is not responsible for:

Availability, performance, or security of any Cloud Provider infrastructure or services;

Loss, corruption, or disclosure of Customer data caused by the Cloud Provider;

Cloud Provider billing errors, payment failures, or refunds.

4. Maintenance and Support

(a) If Customer purchases Maintenance, Astrocyte will provide updates, enhancements, and technical support for the current release and the immediately preceding release.

(b) Maintenance does not include training, customization, professional consulting, or third-party software support unless expressly agreed in writing.

5. Limited Warranty

(a) For ninety (90) days from delivery (or from the commencement of subscription for cloud deployments), Astrocyte warrants that the Software, when used as directed, will materially conform to its documentation.

(b) Customer’s sole and exclusive remedy for breach of this warranty is repair, replacement, or refund of fees paid for the affected Software.

(c) EXCEPT AS PROVIDED IN THIS SECTION, THE SOFTWARE IS PROVIDED “AS IS,” AND ASTROCYTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6. Termination

(a) Either party may terminate this Agreement upon thirty (30) days’ written notice of a material breach not cured within such period.

(b) Upon termination, Customer must cease all use of the Software and destroy or return all copies.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) Cap on Liability. ASTROCYTE’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PRO-RATED IF APPLICABLE.

(b) Exclusion of Damages. IN NO EVENT SHALL ASTROCYTE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

(c) Cloud Provider Disclaimer. ASTROCYTE SHALL HAVE NO LIABILITY WHATSOEVER FOR FAILURES, OUTAGES, SECURITY INCIDENTS, OR DAMAGES CAUSED BY AWS, MICROSOFT AZURE, GOOGLE CLOUD, OR ANY OTHER CLOUD PROVIDER.

(d) Essential Basis. Customer acknowledges that the limitations of liability in this Section are an essential element of this Agreement and that Astrocyte would not enter into this Agreement without them.

8. Export Compliance

Customer agrees to comply with all applicable export control laws and regulations when using the Software.

9. Governing Law

This Agreement shall be governed by the laws of [Insert State/Country], without regard to conflict of laws principles.

10. Entire Agreement

This Agreement, together with any applicable Schedules or marketplace terms, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior agreements.