AppDNA SDK End User License Agreement

Proprietary Software License

Version 1.2

This AppDNA SDK End User License Agreement (this "EULA") is a binding contract between AppDNA AI, Inc., a Delaware corporation ("AppDNA," "we," "us," or "our"), and the entity or individual identified in the AppDNA account ("Customer," "you," or "your"). This EULA, together with the AppDNA Terms of Service published at https://appdna.ai/legal/terms (the "Terms"), the AppDNA Privacy Policy at https://appdna.ai/legal/privacy, and (where applicable) the AppDNA Data Processing Agreement (the "DPA"), constitutes the "Commercial Agreement" referenced in the AppDNA SDK LICENSE file published at https://github.com/appdna-ai.

BY DOWNLOADING, INSTALLING, INTEGRATING, OR USING THE APPDNA SDK (THE "SDK"), OR BY CLICKING "I ACCEPT" OR ANY EQUIVALENT BUTTON, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SDK.

Self-Service vs. Enterprise Customers. This EULA governs Customer’s use of the SDK on a self-service (clickwrap) basis. Customers who have entered into a signed Statement of Work or Master Services Agreement with AppDNA (collectively, an "SOW") are governed by the SDK license provisions of that SOW (typically Section XII of the SOW), which control over this EULA. In case of conflict between this EULA and a signed SOW, the SOW prevails. Where Customer is operating under a signed SOW, this EULA does not apply.

For enterprise customers who have signed a Statement of Work ("SOW") or Master Services Agreement with AppDNA, the SOW or Master Services Agreement supersedes this EULA on any conflicting matter and governs your relationship with AppDNA.

Important: Please Read

YOU ARE AGREEING TO SIGNIFICANT TERMS BY USING THE SDK, INCLUDING: (i) a limited, revocable license to use the SDK only in your own application(s) and only while your account remains in good standing; (ii) strict prohibitions on copying, modification, redistribution, reverse engineering, and competitive use; (iii) AppDNA’s right to automatically suspend the SDK in your application for non-payment or material breach; (iv) a US$750 reinstatement fee per SDK suspension event; (v) AppDNA’s right to audit your MTPU calculations; (vi) a 30-day post-termination obligation to remove the SDK; (vii) limitations of liability and warranty disclaimers; and (viii) Delaware governing law and venue. These terms are explained in detail below.

1. License

1.1 Grant. Subject to your continuing compliance with this EULA, the Terms, the Privacy Policy, the DPA (if applicable), and timely payment of all applicable fees, AppDNA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of your active subscription, to: (a) integrate the SDK into the software application(s) that you own or control and that you have identified to AppDNA via the Console (each, a "Licensed Application"); and (b) distribute the SDK solely as embedded within and as a non-separable component of the Licensed Applications, to end users via the Apple App Store, Google Play Store, or other distribution channels you have disclosed to AppDNA in advance.

1.2 Proprietary Software; No Open-Source License. The SDK is proprietary software of AppDNA. The SDK’s public visibility on GitHub does not constitute, and shall not be construed as, a grant of any open-source license. Your sole rights to use the SDK arise from this EULA (or another Commercial Agreement) and are subject to the restrictions in Section 1.3.

1.3 Restrictions. You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, internal architecture, algorithms, or trade secrets of the SDK, except to the extent that this restriction is expressly prohibited by applicable law notwithstanding this EULA; (b) modify, translate, or create derivative works of the SDK; (c) copy the SDK except as strictly necessary for the integration permitted by Section 1.1; (d) remove, obscure, or alter any copyright, trademark, or proprietary notices in the SDK; (e) use the SDK to design, develop, train, or market a product or service that competes with the AppDNA Console or SDK; (f) circumvent, disable, throttle, or interfere with any technical measures implemented by AppDNA in the SDK or its servers, including metering, telemetry, license validation, kill-switches, throttling, or remote configuration; (g) under-report MTPU (defined in Section 4 below), manipulate event signals, or otherwise interfere with the accuracy of billing or analytics; (h) use the SDK in any application or service that violates the Terms, applicable law, or Apple App Store or Google Play Store guidelines; (i) license, sublicense, sell, resell, rent, lease, or otherwise distribute the SDK except as embedded in a Licensed Application; (j) use the SDK in any environment other than a Licensed Application that you own or control (including, without limitation, embedding the SDK in a third-party developer’s application, providing the SDK as a service to third parties, or making the SDK available through a software-development platform you operate); or (k) use the SDK for any purpose other than the operation of the Services for which you have a paid subscription.

1.4 Pre-Signup Evaluation Limited to Public Materials. Prior to entering into this EULA, prospective customers may evaluate AppDNA only by (i) viewing the AppDNA SDK GitHub repository through the GitHub web interface, and (ii) reading the public documentation at https://docs.appdna.ai. No download, installation, integration, execution, or other use of the SDK is permitted prior to acceptance of this EULA or another Commercial Agreement, regardless of whether such use is for development, testing, staging, or production purposes. AppDNA does not offer a free evaluation or trial license for the SDK.

1.5 Reservation of Rights. AppDNA retains all right, title, and interest in and to the SDK, the Console, and all related software, models, frameworks, documentation, configurations, and intellectual property, including all enhancements, improvements, derivative works, and feedback you provide. No rights are granted to you other than those expressly set forth in this EULA. All rights not expressly granted are reserved by AppDNA.

1.6 Confidentiality of SDK. You acknowledge that the SDK contains valuable trade secrets and confidential information of AppDNA. You shall maintain the SDK in confidence using at least the same degree of care you use to protect your own confidential information of like importance, and in no event less than reasonable care. You shall not disclose the SDK or any portion thereof to any third party except as necessary for the operation of the Licensed Application, and only under written confidentiality obligations no less protective than those in this Section.

2. Critical Security and Compliance Updates

Notwithstanding any approval workflow, AppDNA may push to the SDK and Console critical updates required to (i) remediate a material security vulnerability, (ii) comply with applicable law, court order, or regulator instruction, or (iii) preserve compliance with Apple App Store or Google Play Store policies. AppDNA will use commercially reasonable efforts to provide advance notice where feasible, and post-deployment notice in all cases.

3. Aggregated Data

AppDNA may collect, generate, and use Aggregated Data (data that has been de-identified and/or aggregated such that it does not identify, and cannot reasonably be used to identify, you, any end user, any specific application, or any individual) for AppDNA’s lawful business purposes, including service operation, improvement, machine-learning model training, benchmarking, analytics, and product development, both during and after your subscription. Aggregated Data is not your Confidential Information or Personal Data.

4. MTPU Billing, Audit, and Tax

4.1 SDK Pricing. SDK fees are calculated per the published SDK tier schedule by Monthly Tracked Paying Users ("MTPU") set out at https://appdna.ai/pricing or in your Console. SDK fees are billed monthly in arrears based on the prior calendar month’s MTPU as recorded by the Console.

4.2 Payment Method for SDK Fees. SDK fees may be paid only by credit or debit card on file. You must maintain a valid payment card on file at all times during your subscription. Failure to maintain a valid card constitutes a payment default for purposes of Section 5.

4.3 MTPU Audit Right. AppDNA may, no more than once in any twelve (12) month period and upon at least thirty (30) days’ prior written notice, audit (directly or through an independent auditor under reasonable confidentiality obligations) your MTPU calculations, SDK integration integrity, and compliance with this EULA. You will reasonably cooperate. If the audit reveals an understatement of MTPU greater than five percent (5%) for any audited period, you will pay (i) the underpayment, (ii) interest at the lesser of 2.25% per month or the maximum allowed by law, and (iii) the reasonable cost of the audit.

4.4 Tax Matters — EU/UK B2B. For supplies to customers established in the European Union or the United Kingdom who are taxable persons for VAT purposes (B2B), AppDNA’s invoices will be issued without VAT pursuant to the reverse charge mechanism (Articles 44 and 196 of EU Directive 2006/112/EC, or equivalent UK law); you are responsible for self-accounting for VAT under the reverse charge in your jurisdiction and will provide AppDNA with a valid VAT registration number prior to the first invoice. Where you are not a taxable person or fail to provide a valid VAT number, AppDNA may invoice the applicable VAT and you shall pay it.

5. Suspension of Service for Non-Payment or Breach

5.1 Console Suspension. If any invoice (or portion thereof) remains unpaid for more than seven (7) calendar days after the due date set forth on such invoice (or, for automated card payments, seven (7) calendar days after a failed charge attempt that has not been cured), AppDNA may, in its sole discretion and without further notice, suspend your access to the Console and any managed services that depend on Console access, until all then-outstanding amounts are paid in full. No reinstatement fee applies to Console-only suspension.

5.2 SDK Suspension for Non-Payment. If any invoice (or portion thereof) on your account remains unpaid for more than fourteen (14) calendar days after the due date of the earliest then-outstanding invoice on your account (whether the unpaid invoice relates to Console access, SDK fees, or any other service), AppDNA may, in its sole discretion, automatically (via remote configuration) or manually disable, throttle, or otherwise suspend the operation of the SDK in your Licensed Application(s), in addition to any prior Console suspension. You expressly acknowledge that the SDK controls revenue-generating features and that suspension may interrupt those features; you expressly assume this risk and waive any claim against AppDNA for resulting loss of revenue, lost profits, lost data, lost end users, third-party claims, reputational harm, app-store consequences, or any other direct or indirect damages arising from a suspension imposed in accordance with this Section.

5.3 SDK Suspension for Breach. AppDNA may immediately suspend the SDK upon written notice (email to your account email sufficient) for any material breach of this EULA, the Terms, the Privacy Policy, the DPA (if applicable), the LICENSE file, applicable law, or for any conduct that creates a material security, legal, or reputational risk to AppDNA or to other AppDNA customers, including any violation of Section 1.3 (Restrictions). The reinstatement procedures and fees in Section 5.4 apply equally to suspension under this Section 5.3.

5.4 Reinstatement Fee for SDK Suspension. Reinstatement of the SDK following any suspension under Section 5.2 or 5.3 is conditioned on your payment, in cleared funds, of: (i) all then-outstanding invoiced amounts on your account, plus accrued interest and any reasonable collection costs; and (ii) a one-time reinstatement fee of seven hundred fifty United States dollars (US$750) per SDK suspension event (the "SDK Reinstatement Fee"). No reinstatement fee applies to Console-only suspension under Section 5.1. Each separate occurrence in which the SDK is suspended and subsequently reinstated constitutes one SDK suspension event. The SDK Reinstatement Fee compensates AppDNA for the administrative, technical, and operational costs of suspension and reinstatement, which the parties acknowledge are difficult to ascertain precisely; the parties agree the SDK Reinstatement Fee is a reasonable pre-estimate of such costs and is not a penalty. Reinstatement will occur within two (2) business days following AppDNA’s confirmed receipt of cleared funds. AppDNA may charge the SDK Reinstatement Fee to the payment card on file.

5.5 Effect of Suspension. Suspension does not (i) relieve you of the obligation to pay fees that accrue during the suspension period (subscription fees continue to accrue), (ii) toll any minimum-term commitment, (iii) constitute termination, or (iv) waive AppDNA’s right to terminate your account for non-payment. AppDNA has no liability to you or any third party for loss arising from a suspension imposed in accordance with this Section.

5.6 Courtesy Notice. Although suspension under this Section may occur without further notice, AppDNA will use commercially reasonable efforts to provide at least three (3) business days’ prior written notice (email to your account email sufficient) before SDK Suspension under Section 5.2 takes effect, except where AppDNA reasonably determines that immediate action is necessary to protect its legitimate interests, including but not limited to repeat default, suspected fraud, or imminent termination.

6. Term and Termination

6.1 Term. This EULA takes effect upon your acceptance and continues until terminated by either party in accordance with this Section.

6.2 Termination for Convenience. You may terminate this EULA at any time by canceling your account through the Console or by written notice to AppDNA. AppDNA may terminate this EULA upon thirty (30) days’ written notice for convenience, or immediately for cause as described in Section 6.3.

6.3 Termination for Cause. AppDNA may terminate this EULA and your account immediately upon written notice if (a) any invoice remains more than thirty (30) calendar days past its due date; (b) you commit a material breach of this EULA, the Terms, the Privacy Policy, the DPA, the LICENSE file, or applicable law, and (where curable) fail to cure such breach within fourteen (14) days after written notice; or (c) you become insolvent, file for bankruptcy, or cease ordinary business operations.

6.4 Effect of Termination on License. On termination of this EULA for any reason, the license granted under Section 1.1 immediately terminates. You shall remove the SDK from all Licensed Applications and ship a release that excludes the SDK within thirty (30) calendar days of termination. AppDNA may, after such 30-day period, automatically disable SDK functionality in any Licensed Application that continues to embed the SDK, and may pursue any remedies available for continued unauthorized use, including injunctive relief and damages for copyright infringement and breach of contract.

6.5 Survival. Sections that by their nature should survive termination shall survive, including without limitation Sections 1.3 (Restrictions), 1.5 (Reservation of Rights), 1.6 (Confidentiality), 4 (with respect to amounts accrued before termination, audit rights, and tax), 5 (with respect to the SDK Reinstatement Fee), 6.4 (post-termination removal obligations), 7 (Warranties), 8 (Limitation of Liability), 9 (Indemnification), and 10 (General).

7. Warranties and Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS OR THIS EULA, THE SDK AND CONSOLE ARE PROVIDED "AS IS" AND "AS AVAILABLE." APPDNA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. APPDNA DOES NOT WARRANT THAT THE SDK WILL BE ERROR-FREE, COMPATIBLE WITH ALL THIRD-PARTY SOFTWARE OR LIBRARIES, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. YOU ARE SOLELY RESPONSIBLE FOR TESTING THE SDK IN A STAGING ENVIRONMENT BEFORE PRODUCTION ROLLOUT, AND FOR ENSURING YOUR APPLICATION GRACEFULLY HANDLES A SUSPENDED OR DISABLED SDK STATE WITHOUT CRASH, DATA LOSS, OR END-USER HARM. APPDNA IS NOT LIABLE FOR DELAYS, REJECTIONS, OR REMOVALS BY APP STORES OR ANY THIRD-PARTY PLATFORM.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE CARVE-OUTS BELOW, APPDNA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS, THIS EULA, AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO APPDNA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). APPDNA IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

Carve-Outs. The limitations in this Section 8 do not apply to: (a) your indemnification obligations; (b) your breach of Section 1 (License) or other infringement or misappropriation of AppDNA’s intellectual property; (c) your payment obligations; (d) a party’s gross negligence, willful misconduct, or fraud; and (e) liability that cannot be limited as a matter of applicable law.

9. Indemnification

You will defend and indemnify AppDNA, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from (i) your content, data, or applications; (ii) your violation of law (including data protection law) or third-party rights; (iii) your breach of Section 1 (License), Section 1.6 (Confidentiality of SDK), or unauthorized use of the SDK; or (iv) your end-user disclosures or consents.

10. Data Protection

Where AppDNA processes Personal Data (as defined under applicable Data Protection Laws) on your behalf in connection with the SDK or Console, the AppDNA Data Processing Agreement ("DPA") applies. If you are established in the European Union, the United Kingdom, Switzerland, or are otherwise subject to GDPR, UK GDPR, or equivalent law, you must execute or accept the DPA before going live in production. The DPA is available at https://appdna.ai/legal/dpa or by request to privacy@appdna.ai. You are responsible for the lawful collection of, consent for, and disclosures regarding end-user data, including any consents required for analytics, attribution, push messaging, paid advertising, and experimentation. You acknowledge that the SDK and Console may perform automated decision-making affecting your end users; you are responsible for any legally required disclosures and consents under the EU AI Act, GDPR, ePrivacy, and other applicable laws.

11. General Provisions

11.1 Governing Law and Venue. This EULA is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction and venue of the state and federal courts in Wilmington, Delaware (New Castle County), and waive any objection based on inconvenient forum. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. Notwithstanding the foregoing, AppDNA may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

11.2 Modifications. AppDNA may modify this EULA from time to time. Material changes apply on thirty (30) days’ notice (by email or through the Console); your continued use of the SDK after the effective date of a change constitutes acceptance. If you object to a material change, your sole remedy is to terminate your account and cease using the SDK before the change takes effect.

11.3 Conflict. In the event of any conflict between this EULA and the Terms, this EULA controls with respect to the SDK. In the event of a conflict between this EULA and a signed SOW or Master Services Agreement, the SOW or Master Services Agreement controls. In the event of a conflict between this EULA and the SDK LICENSE file on GitHub, this EULA controls.

11.4 Severability, Waiver, Cumulative Remedies. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be valid and enforceable, and the remaining provisions shall remain in full force. No waiver is effective unless in writing. Except where this EULA expressly provides otherwise, all remedies are cumulative.

11.5 Assignment. You may not assign this EULA without AppDNA’s prior written consent. AppDNA may assign this EULA freely, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

11.6 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. Force Majeure does not excuse your obligation to pay fees for services rendered or properly accrued.

11.7 Electronic Acceptance. Your acceptance of this EULA (by clicking "I agree," using the SDK in production, or as otherwise agreed) is valid and enforceable as a signed agreement under the U.S. ESIGN Act, the Delaware Uniform Electronic Transactions Act, eIDAS Regulation (EU) No 910/2014, and other applicable electronic-signature law.

11.8 Notices. AppDNA may send legal notices to you at the email address associated with your account; such notices are effective on delivery. You shall send legal notices to AppDNA at legal@appdna.ai with a courtesy copy to AppDNA AI, Inc., 1007 N Orange St., 4th Floor Suite #4331, Wilmington, DE 19801, United States.

11.9 Export and Sanctions Compliance. You represent that you are not located in, and will not use the SDK from, a country subject to comprehensive U.S. trade sanctions, and that you are not on any U.S., UK, or EU restricted-parties list.

11.10 Language. This EULA is executed in the English language; any translation is provided for convenience only and the English version controls.

Contact

• Licensing questions: legal@appdna.ai

• Billing questions: billing@appdna.ai

• Privacy / DPA: privacy@appdna.ai

• Support: support@appdna.ai

AppDNA AI, Inc.

1007 N Orange St., 4th Floor Suite #4331, Wilmington, DE 19801, United States