# Software License Agreement ## Software License Agreement **ins-pi YouDesign Transformation Suite — Terms & Conditions** | | | | --------------------- | ------------------------------------------------------------- | | **Document Version** | 1.0 | | **Effective Date** | \[DATE] | | **Last Updated** | March 2026 | | **Supplier Entities** | ins-pi Inc. (Miami, FL, USA) · ins-pi GmbH (Cologne, Germany) | | **Contact** | | ins-pi Inc. and ins-pi GmbH (each, a "Supplier" as applicable per the Product Table) provide a license for the use of the YouDesign Transformation Suite applications to Customers on the condition that Customers accept all of the terms contained in this Agreement and any applicable Statement of Work. This Agreement is entered into by and between the applicable Supplier entity and Customer including its Affiliates ("Customer") and Customer's Service Providers. Supplier and Customer are each a "Party" and collectively the "Parties" to this Agreement. **ANY CHANGES TO THESE STANDARD TERMS AND CONDITIONS MAY CAUSE A PRICE INCREASE.** ### Recitals 1. Customer desires to obtain from Supplier, and Supplier desires to provide to Customer, a license for the use of one or more Applications within the YouDesign Transformation Suite ("App" or "Apps") through a subscription. 2. Customer and Supplier have agreed upon certain standard provisions that will govern the Apps contemplated by this Agreement. 3. This Agreement, including its schedules and any amendments thereto executed by the Parties, documents the terms and conditions under which Customer agrees to access and use the Apps and Supplier agrees to license the Apps. 4. This Agreement supersedes any prior electronic version accepted by the Customer in the ServiceNow Store for any of the Applications listed herein. The Parties agree as follows: **ANY CHANGES TO THE STANDARD TERMS AND CONDITIONS CONTAINED HEREIN MAY CAUSE A PRICE INCREASE.** ### Definitions For the purposes of this Agreement, the capitalized terms below shall have the following meanings: **"Affiliate"** of a Party shall mean an entity: (i) which is directly controlling such Party; (ii) which is under the same direct ownership or control as such Party; or (iii) which is directly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty-one percent (51%) or more of votes in such entity, is able to direct its affairs and/or to control the composition of its boards of directors or equivalent body. **"Agreement"** shall mean this executed Agreement and all schedules, addendums, and Statements of Work hereto, which are hereby incorporated by reference in their entirety, as any of the foregoing may be amended from time to time in accordance with the terms and conditions hereof. **"AI Features"** means the optional artificial intelligence-assisted capabilities available in certain Applications (as identified in the Product Table), which, when enabled and configured by the Customer, transmit data from the Customer's ServiceNow instance to an external AI provider API selected and contracted by the Customer. AI Features are entirely optional and are not required for the core operation of any Application. **"AI Provider"** means the third-party provider of artificial intelligence services selected and contracted by the Customer for use with the AI Features. The AI Provider relationship is directly between the Customer and the AI Provider; Supplier is not a party to that relationship. **"App License"** refers to the license provided by Supplier to Customer for the subscription to an App, allowing Customer the right to: (i) install the Application on a single authorized production instance of the ServiceNow Platform; (ii) install the Application on any number of non-production instances associated with the ServiceNow production instance; (iii) receive full product features, updates, support, and online Documentation within the subscription Term; and (iv) access the Application through an Embedded Platform Runtime User License (EPRL) to perform read, create, write, update, and delete data required for each End User. No license under this Agreement includes any ServiceNow Platform licenses. A ServiceNow Platform license must be purchased separately from ServiceNow. **"Application" or "App"** shall mean one or more of the software applications within the YouDesign Transformation Suite offered by Supplier, as identified in the Product Table below. **"Business Day"** means any day that is not a weekend or public holiday in either the United States of America or the Federal Republic of Germany, as applicable based on the Supplier entity for the relevant Application. **"Confidential Information"** is defined in the Confidential Information section of this Agreement. **"Contractor"** means any subcontractor(s), supplier(s), service provider(s), licensor(s), contract manufacturer(s), or contractor(s) of any Party and its Affiliates. **"Customer"** means any person, company, corporation, or other entity who obtains or intends to obtain a Subscription and License to use any of the Applications and/or Services as set out in this Agreement. For purposes of this Agreement, "Customer" shall include Customer's Affiliates, agents, and Contractors. **"Data Masking"** means the built-in capability in certain Applications (as identified in the Product Table) that replaces sensitive data content with masked values within the Customer's ServiceNow instance before data is transmitted to an AI Provider API, when enabled and configured by the Customer. **"Disclosing Party"** is defined in the Confidential Information section of this Agreement. **"Documentation"** means any and all technical documentation, user manuals, and other materials regarding the Applications located solely online as set out in the Documentation section below. **"Editor"** refers to a named user of the App authorized to create, update, write, and delete content. An EPRL is required for each Editor (except for YouDesign Freelucy) and includes Viewer access. **"Embedded Platform Runtime User License" or "EPRL"** refers to the ServiceNow Embedded Platform Runtime User licenses required by each named End User to access certain Applications (as identified in the Product Table). The EPRL provides the rights through the Applications to use the ServiceNow core platform functionalities, e.g., reporting, workflow, etc. Each End User requires a single EPRL per Application that requires it. **"End User"** refers to the EPRL Editors and/or Viewers that will utilize the App on the ServiceNow Platform, who may be employees or contractors in the ordinary course of business of the Customer. **"Entitlement"** means the technical assignment of Customer's purchased App licenses to its ServiceNow instance(s). After receiving the Customer's Purchase Order, the Supplier will inform ServiceNow to entitle the licenses on the Customer's instance(s). Supplier has no influence or responsibility for the entitlement process. **"Force Majeure Event"** means any event or circumstance beyond a Party's reasonable control, including acts or omissions of the other Party or third parties, natural disasters, health crises such as epidemics and pandemics, riots, war, terrorism, civil disorder, court orders, acts or regulations of governmental bodies, labor disputes (other than those limited to the affected Party's own workforce), or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment failures, which it could not have prevented by reasonable precautions or could not have remedied by the exercise of reasonable efforts, provided that the exercise of such reasonable precautions or efforts would not require the incurrence of any additional cost or expense. **"Intellectual Property"** means any materials, know-how, methodologies, processes, techniques, tools, forms, templates, software (whether written or machine-readable), and Intellectual Property Rights (collectively, "Materials") that are: (i) owned or licensed by a Party, its Contractors, or their respective Affiliates; (ii) developed by a Party, its Contractors, or their respective Affiliates independently of the Services; and (iii) modifications, enhancements, and derivative works of the Materials described in the preceding clauses (i) and (ii). **"Intellectual Property Rights"** means all registered and unregistered rights in respect of copyright, industrial and other designs, databases, circuit layouts, trademarks, know-how, confidential information and trade secrets, patents, inventions, discoveries, and domain names. **"License"** refers to an App License. **"Party" or "Parties"** in this Agreement, Supplier and Customer including Affiliates, Service Providers, agents, and Contractors may be referred to individually as a "Party" and together as the "Parties." **"Product Table"** means the table in the Applications Covered section of this Agreement identifying each Application, its Supplier entity, license type, EPRL requirement, AI Feature availability, and governing law. **"Purchase Order" or "PO"** means a document issued by Customer in an electronic format containing the unique purchase order number, and in which Customer requests Supplier to deliver Applications and/or Services in accordance with the terms and conditions of this Agreement. Such Applications and/or Services are itemized with the corresponding price, ordered quantity, item identification, and time schedule. Any pre-printed general terms and conditions in any such PO shall not apply. **"Receiving Party"** is defined in the Confidential Information section of this Agreement. **"ServiceNow"** refers to ServiceNow, Inc. **"ServiceNow Platform"** means ServiceNow® hosted software and services. **"Service Provider"** means a company or entity that offers information technology (IT) services and solutions to businesses or individuals, specializing in delivering comprehensive information technology solutions to clients. **"Subscription"** refers to Customer's right to have access to the App and related Services identified herein, upon acceptance of this Agreement, an applicable SOW or PO, and payment of the Subscription Fees (if applicable) for the Term of the Subscription and any renewal terms. The minimum subscription term is 12 months. No Subscription Fee is required for YouDesign Freelucy. **"Supplier"** refers to ins-pi Inc. or ins-pi GmbH, as applicable. The Supplier entity for each Application is identified in the Product Table. ins-pi Inc. is the Supplier for YouDesign Blueprints, YouDesign Models, and YouDesign Processes. ins-pi GmbH is the Supplier for YouDesign Freelucy and YouDesign Command. **"Viewer"** is a user who has read-only access to the Application and can read content, e.g., boards, board content, diagrams, and models but cannot edit or change content. All Applications include unlimited Viewer licenses. **"YouDesign Transformation Suite"** means the suite of Applications offered by Supplier under the YouDesign brand, comprising YouDesign Freelucy, YouDesign Blueprints, YouDesign Models, YouDesign Processes, and YouDesign Command. ### Applications Covered This Agreement covers the following Applications within the YouDesign Transformation Suite: | Application | Supplier | License | EPRL | AI Features | Governing Law | | ----------- | ----------- | --------- | ---- | ----------- | ------------- | | Freelucy | ins-pi GmbH | Free | No | No | Germany | | Blueprints | ins-pi Inc. | Paid | Yes | No | Florida | | Models | ins-pi Inc. | Paid | Yes | Optional | Florida | | Processes | ins-pi Inc. | Bundled\* | No | No | Florida | | Command | ins-pi GmbH | Paid | Yes | Optional | Germany | *\* YouDesign Processes is a shape library that complements YouDesign Models and is included in the YouDesign Models subscription at no additional charge. YouDesign Processes does not require a separate EPRL or Subscription Fee.* These Applications are solely intended and licensed for use on the ServiceNow Platform provided by ServiceNow. The Applications are installed as certified plugins from the ServiceNow Store on the ServiceNow Platform and cannot run standalone. ServiceNow is not responsible for (and will have no liability to the Customer in connection with) any Application or this Agreement. ### §1 Ownership of Software The Apps are protected by copyrights and other Intellectual Property Rights. Customer acknowledges and agrees that all worldwide copyright and other Intellectual Property Rights in the Apps, and all copies of the Apps however made, are the exclusive property of Supplier. All rights in and to the Apps not expressly granted to Customer in this Agreement are reserved by Supplier. There are no implied licenses under this Agreement. ### §2 Subscription Upon payment by Customer of the applicable Subscription Fees (or, in the case of YouDesign Freelucy, upon acceptance of this Agreement), the App will be enabled for Customer's own internal use and use by Customer's employees, Affiliates, Contractors, and Service Providers to perform Customer's internal work and support Customer's processes, during the Term (defined below), through a single authorized production instance of the ServiceNow Platform, and any number of non-production instances associated with the production instance (the App License). For Applications identified in the Product Table as requiring EPRL, each End User performing editing, creation, or deletion tasks requires one Embedded Platform Runtime User License per App, which must be purchased through the Supplier as part of the App Subscription. YouDesign Freelucy and YouDesign Processes do not require EPRL licenses. Neither the App Subscription, App License, nor the EPRL includes a ServiceNow Platform license or subscription, or access to other billable ServiceNow add-ons, or a license to administrate the ServiceNow Platform. The App License and EPRLs allowing access to Customer's ServiceNow Platform instances of the Licensed App will be entitled by ServiceNow after execution of the PO. Access to the Now™ Platform must be separately purchased from ServiceNow. Customer is not entitled to delivery of a copy of the App apart from its deployment on Customer's authorized instance(s) of the ServiceNow Platform. ### §3 Restrictions on Use of the Software Customer may not do (or permit others to do) any of the following: (a) modify, adapt, alter, translate, or create derivative works of the App, except that Customer may configure and customize the App solely to the extent that it is possible to do so using the features and functionalities of the ServiceNow Platform in their ordinary and intended manner; (b) merge or otherwise integrate the App with external components or other software, i.e., making the App part of another application, except for components of the ServiceNow Platform, e.g., REST API; (c) sub-license, lease, rent, loan, assign, or otherwise transfer the App or any license hereunder to any third party; (d) host, upload, use, or access the App via a time-sharing, service bureau, virtualization, hosting, or other remote access arrangement, except for Customer's authorized instance(s) of the ServiceNow Platform as hosted by ServiceNow or a Managed Service Provider ("MSP"); (e) reverse engineer, decompile, or disassemble the App or otherwise attempt to derive the source code of the App, except and only to the limited extent that Supplier provides such source code or that such activities are expressly permitted by applicable law notwithstanding this limitation; (f) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Supplier or its suppliers on, in, or displayed by the App; (g) reproduce or use the App except as expressly authorized under §2 and for backup purposes (without limiting the foregoing, Customer may not use the App apart from the ServiceNow Platform); or (h) circumvent, or provide or use a program intended to circumvent, technological measures provided by the Supplier to control access to or use of the App. ### §4 Application Scope For the avoidance of doubt, the Customer acknowledges the following: 1. Supplier does not host or provide a platform as part of this Agreement. 2. The Apps require a separate ServiceNow Platform subscription. 3. The Applications are installed as certified plugins from the ServiceNow Store on the ServiceNow Platform and cannot run standalone. 4. The Supplier Apps are certified by ServiceNow and run fully within the ServiceNow Platform's security perimeter. 5. Each App release, including hot fixes and patches, is certified by ServiceNow and exclusively distributed through the ServiceNow Store. 6. The Apps inherit all ServiceNow Platform features and security through the EPRL license. 7. Supplier is not responsible for Customer's ServiceNow instance. 8. Supplier cannot access Customer's instance(s) or data unless Customer grants access to the Supplier. 9. Supplier does not store or host any Customer data. 10. The Apps do not provide features allowing Supplier access to Customer's instance or data. 11. The Apps do not store or send information to Supplier. 12. Supplier does not host, store, or manage personal data as part of the Apps. 13. The Apps are not business critical. 14. Certain Applications offer optional AI Features as identified in the Product Table. When AI Features are enabled by the Customer, data may be transmitted from the Customer's ServiceNow instance to an external AI Provider as described in §4a (AI Features) of this Agreement. No data is transmitted to or through any Supplier infrastructure. ### §4a AI Features This section applies only to Applications identified in the Product Table as having optional AI Features (currently YouDesign Models and YouDesign Command). When AI Features are not enabled, these Applications operate identically to Applications without AI Features. #### AI Provider Configuration The Customer is solely responsible for selecting, contracting with, and configuring the connection to their chosen AI Provider. The Customer configures the AI Provider API connection (including endpoint URL, API key, and authentication credentials) directly within their ServiceNow instance. Supplier does not provide, manage, host, or have access to the AI Provider service, the Customer's AI Provider credentials, or the Customer's AI Provider account. #### Data Flow When AI Features are invoked, data is transmitted directly from the Customer's ServiceNow instance to the Customer's configured AI Provider. No data passes through any Supplier infrastructure. The AI Provider's response is received directly by the Customer's ServiceNow instance and processed by the Application within that instance. #### Data Masking Applications with AI Features include a built-in Data Masking capability that operates within the Customer's ServiceNow instance. When enabled, Data Masking replaces sensitive data content with masked values before any data is transmitted to the AI Provider API. The Customer has the option to configure whether Data Masking is applied and may customize masking rules. Supplier provides the Data Masking capability as a tool; the Customer is solely responsible for enabling, configuring, testing, and validating masking rules in accordance with their own data governance and compliance requirements. Supplier does not warrant that the Data Masking capability will satisfy any particular regulatory, contractual, or organizational requirement of the Customer. #### AI Usage Costs and Assists Supplier does not charge any fees for the use of AI Features. The Customer is solely responsible for any costs associated with their AI Provider subscription, API usage, and any ServiceNow Assists consumed through the use of AI Features. The Customer is responsible for monitoring and managing their own AI API usage, rate limits, and associated costs. Supplier has no visibility into, control over, or responsibility for the Customer's AI Provider costs or ServiceNow Assists consumption. #### Customer Responsibilities for AI Features The Customer is solely responsible for: (a) selecting and contracting with an AI Provider, including evaluation of the AI Provider's privacy, security, and data handling practices; (b) configuring and managing the AI Provider API connection, including credentials and access controls; (c) determining whether the data transmitted (masked or unmasked) meets the Customer's compliance and data protection requirements; (d) ensuring compliance with applicable laws and regulations regarding the use of AI services, including any requirements related to automated decision-making; (e) ensuring adequate ServiceNow Assists entitlement and AI Provider subscription capacity for the Customer's intended usage; and (f) conducting Data Protection Impact Assessments (DPIAs) where required by applicable data protection law in connection with the use of AI Features. Supplier does not recommend, endorse, certify, or assume any responsibility for any third-party AI Provider. The Customer's agreement with their AI Provider governs the AI Provider's handling of any data received. #### Supplier's Role in AI Features Supplier's role is strictly limited to providing the Application code that enables the AI Feature functionality. Supplier does not: (i) act as an intermediary, proxy, or relay for any data transmitted to AI Providers; (ii) access, intercept, log, or store any data transmitted between the Customer's instance and the AI Provider; (iii) provide, host, or operate the AI Provider service; (iv) process any data as a data processor or sub-processor in connection with the AI Features; or (v) have access to the Customer's API credentials or AI Provider account. ### §5 Technical Support The Apps' availability is dependent on the ServiceNow Platform availability. Supplier does not provide Technical Support for the ServiceNow Platform. Limited Technical Support for the Apps is available during the support hours indicated below. Customer may notify Supplier if the App is not performing in accordance with the App Documentation. Contact your internal Information Technology (IT) support in case of issues not directly related to the App. ServiceNow will notify Supplier if the problem lies with the App, and in that event, the Supplier shall comply with the response and resolution times below. | | | | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------- | | **Support Hours of Operation** | 08:00–17:00 CET | | **Support Days of Operation** | Monday–Friday | | **Promised Issue Response Time** | Next Business Day | | **Promised Issue Resolution Time** | Within 5–10 Business Days of response (may extend up to 3 additional weeks if ServiceNow certification is required) | | **Primary Contact** | ins-pi Service Desk | | **Support Portal** | | | **Support Email** | | #### Obtaining Technical Support ("Logging a Case") To obtain Technical Support from Supplier, the Customer is responsible for complying with the following procedure: 1. App user finds an Application-related problem and reports it to Customer's IT support. 2. Customer's IT contact takes ownership of the problem and attempts to find a timely solution, identifying the nature of the problem, including eliminating Customer network, ServiceNow Platform issues, and non-Supplier Application plugins and configurations outside of the Application scope as possible problem causes. 3. Customer's IT contact reproduces the error if possible and documents the steps needed to do so. 4. Customer's IT contact is unable to resolve the problem; the contact activates Technical Support by logging a case, providing the Application handle, events that led up to the problem, the problem description, and Customer's assessment of the business impact. 5. Customer's IT contact describes to Supplier the parameters, procedures, and conditions resulting from the problem in sufficient detail to permit Supplier to isolate the cause of the problem. 6. Customer's IT contact provides Supplier with all data files, configuration, and system access and sufficient rights, together with remote access, reasonably believed necessary by Supplier to reproduce and analyze the problem. If the problem cannot be reproduced, no further action will be taken by Supplier. Supplier will record delays. The following delays will not be counted in elapsed time: (i) excessive delay in testing or deploying a proposed solution due to Customer or Customer's resource constraints; (ii) Customer delay in supplying sufficient information to commence or continue problem resolution; (iii) inability to remotely access Customer's system to resolve a problem; (iv) if, with Customer's agreement, a fix is deferred to a later patch release, or a temporary fix is in place, then the time to deliver the permanent fix is not included. #### Technical Support Exclusions App Subscription and Technical Support do not include installation, program development, coding, isolation of coding problems, training, assistance to or consulting or implementation of Customer's App on the system, customization of Supplier tools, or integration of Supplier tools with Customer's system. Data recovery services are not included. Technical Support does not include on-site assistance. Decommissioning and disposal of App configuration is not included. Supplier shall not be obligated to provide Technical Support if defects are caused by or related to: (i) Customer's mishandling, abuse, misuse, or use of the App other than in accordance with Supplier's operating instructions; (ii) use of the App with other software or ServiceNow releases not expressly specified by Supplier; (iii) changes to Customer's environment; (iv) actions or omissions of persons other than Supplier; (v) repair of the App by someone other than Supplier; (vi) failure to implement all App updates, releases, and configuration changes in the correct sequence; (vii) modifications by someone other than Supplier unless directed or approved by Supplier in writing; (viii) modifications by Supplier in accordance with Customer's request; (ix) third-party products; or (x) a Force Majeure Event. Supplier shall not be obligated to provide Technical Support except for the most recent (Major or Minor) App Release and supported App Releases published on the App Roadmap, only when used with Supplier-specified configurations and recommended ServiceNow releases and internet browser versions. Supplier shall have no obligation to provide Technical Support if Customer is using any third-party software that has been superseded by a current release more than twelve (12) months prior to the then-current date. ### §6 Documentation The App Documentation is only available online on the Supplier's website. Supplier has the right to update and remove articles and functionality without notifying Customer. Documentation URLs: * YouDesign Transformation Suite: ### §7 App License Upon acceptance of this Agreement, Supplier hereby grants to the Customer an App License for the use of the subscribed Application(s) within the specified Term as outlined in the SOW/PO. Such App License includes the right to: (a) install and run the Application on a single authorized production instance of the ServiceNow Platform; (b) install and run the Application on any number of non-production instances associated with the ServiceNow production instance; (c) receive full product features, updates, Technical Support, and online Documentation within the subscription Term; and (d) access the Application through an Embedded Platform Runtime User License to perform read, create, write, update, and delete data required for each End User (EPRL not required for YouDesign Freelucy and YouDesign Processes). Supplier acknowledges that the App License also allows Customer's Service Providers and Contractors access to the Application as necessary to enable their provision of services to Customer, provided that Customer shall be responsible for ensuring compliance with this Agreement by such Service Providers and Contractors. The App License shall include unlimited Viewer access to Customer End Users. Should there be a need for additional production instances of the ServiceNow Platform, each additional instance necessitates an additional App Subscription and corresponding App License. ### §8 Software Dependencies **ServiceNow Requirements:** The Apps necessitate a compatible version of the ServiceNow Platform, including at least the basic ServiceNow Platform installation. No additional paid ServiceNow modules are required for the Apps' core operation. **ServiceNow and Open-Source Components:** The ServiceNow Platform incorporates various open-source software components. While the Apps may rely on these components, Supplier does not offer warranties and explicitly disclaims any liability for damages arising from the use of the ServiceNow Platform or its embedded open-source software components. **Apps' Open-Source Software Components:** The Apps incorporate specific open-source software components. A comprehensive list of all open-source software used is available upon request. **Source Code Accessibility:** Access to the Apps' source code by the Customer is strictly prohibited. Supplier does not permit source code escrow or any similar services involving the source code. ### §9 Fees and Payment Customer's rights under §2 (Subscription) are conditioned upon payment by Customer of the applicable Subscription Fees to Supplier (either directly or through the ServiceNow Store). Subscription Fees are payable annually in advance. Fees are payable within 30 days of receipt by Customer of a valid invoice unless otherwise specified in the Agreement. Such invoice may include a buyer code, if one is provided by Customer to Supplier. No Subscription Fees are required for YouDesign Freelucy or YouDesign Processes. **ALL FEES ARE NON-REFUNDABLE AND NON-CANCELABLE, except as expressly provided in this Agreement, and do not include sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, withholding tax, shipping, or customs duties and similar transactional taxes and fees, all of which Customer is responsible for paying above and beyond the Subscription Fees due to Supplier.** Failure to pay Fees when due may result in the withdrawal of Customer's App from Customer's ServiceNow instance(s). For the avoidance of doubt, Supplier does not charge any fees in connection with the use of AI Features. Any costs associated with the Customer's AI Provider subscription, API usage, or ServiceNow Assists consumption are the sole responsibility of the Customer. ### §10 Warranty, Indemnity, and Disclaimer of Warranty Supplier warrants that: (a) the Apps and Supplier-developed App components (excluding third-party open-source software components referenced in §8) will perform in accordance with the App Documentation and the ServiceNow certification results alongside the ServiceNow Platform; (b) the Apps do not contain any device (including any software, code, file, program, worm, Trojan horse, virus, or other similar things) which may (i) prevent, impair, or otherwise adversely affect the operation of any of Customer's computer software, hardware, or network, any telecommunications service, equipment or network, or any other service or device; or (ii) prevent, impair, or otherwise adversely affect access to or the operation of any program or data; (c) use of the Apps by Customer in accordance with this Agreement will not adversely affect the performance of the ServiceNow Platform; and (d) the provision and use of the Apps in accordance with this Agreement will not infringe or contribute to the infringement of any third-party Intellectual Property Rights. Supplier agrees to indemnify Customer and hold harmless Customer and its Affiliates against any loss, liability, damage, cost, or expense, including reasonable legal fees, arising from any claim that the provision and use of the Apps in accordance with this Agreement infringes the Intellectual Property Rights of a third party. **EXCEPT AS SET OUT ABOVE, THE APPS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SUPPLIER EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE APPS ARE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF THE APPS. TO THE EXTENT THAT SUPPLIER MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.** **WITHOUT LIMITING THE FOREGOING, SUPPLIER MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE OF ANY OUTPUT GENERATED BY AI FEATURES, OR THE SUITABILITY OF ANY DATA MASKING CONFIGURATION FOR THE CUSTOMER'S SPECIFIC REGULATORY OR COMPLIANCE REQUIREMENTS. AI FEATURE OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT.** ### §11 Limitations of Liability **EXCEPT TO THE EXTENT THAT DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL SUPPLIER, SERVICENOW, OR ANY OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO CUSTOMER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES ARISING FROM LOSS OF REVENUE, USE, DATA, OR PROFITS, INJURY TO REPUTATION OR GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES) WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE.** **IF, UNDER APPLICABLE LAW, LIABILITY FOR DIRECT DAMAGES CANNOT BE EXCLUDED (NOTWITHSTANDING THE FOREGOING), THEN THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT AND THE APPS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES (IF ANY) THAT CUSTOMER PAID TO SUPPLIER IN THE PREVIOUS 12-MONTH PERIOD. FOR FREE APPLICATIONS (YOUDESIGN FREELUCY), SUPPLIER'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED US$100.00. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.** **EITHER PARTY ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SERVICENOW WILL HAVE NO LIABILITY TO CUSTOMER UNDER THIS AGREEMENT OR IN RELATION TO THE APPS. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.** **WITHOUT LIMITING THE FOREGOING, SUPPLIER SHALL HAVE NO LIABILITY FOR: (I) ANY ACTS, OMISSIONS, OR DATA HANDLING PRACTICES OF ANY AI PROVIDER SELECTED BY THE CUSTOMER; (II) ANY COSTS, CHARGES, OR FEES INCURRED BY THE CUSTOMER WITH ANY AI PROVIDER OR IN CONNECTION WITH SERVICENOW ASSISTS CONSUMPTION; (III) THE ACCURACY, COMPLETENESS, OR LEGALITY OF ANY AI FEATURE OUTPUT; OR (IV) ANY LOSS OR DAMAGE ARISING FROM THE CUSTOMER'S CONFIGURATION OR USE OF DATA MASKING.** ### §12 Term and Termination The term of this Agreement ("Term") will commence on the Effective Date and will remain in effect for a period of one (1) year; thereafter the Term shall automatically terminate unless actively renewed by Customer. Unless Supplier notifies Customer in writing of its intention not to renew at least 60 days prior to expiration of the then-current Term, Supplier shall, not less than 30 days before the expiration of any renewal term, provide Customer with a quotation detailing the pricing for the subsequent renewal term. The Parties shall negotiate the pricing for any renewal term in good faith. Where the Parties are not able to agree on pricing for a renewal term, the pricing during any renewal term shall be aligned with: (i) for Applications offered by ins-pi Inc., the prior year's subscription fee plus the percentage change over the prior year's U.S. Consumer Price Index for Urban Consumers, All U.S. Cities Average, published by the Bureau of Labor Statistics; (ii) for Applications offered by ins-pi GmbH, the prior year's subscription fee adjusted by the inflation rate index published at ; in either case, not to exceed 10% above the applicable pricing in the prior term. Customer may terminate this Agreement at any time and for any reason by giving written notice to Supplier at least 30 days before the intended date of termination; provided, however, that Customer will not be entitled to a refund of any fees paid hereunder except as set out below. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party: (a) for Supplier, if Customer fails to pay any portion of the Subscription Fees when due and fails to cure such non-payment within thirty (30) days after receipt of notice; or (b) if either Party otherwise breaches any provision of this Agreement and fails to remedy such breach within 30 days after receipt of notice. Upon expiration or termination of this Agreement, Customer's License and right to use or access the Apps terminate, and the Apps must be removed from the Customer's instance of the ServiceNow Platform. In the event Customer terminates this Agreement for Supplier's uncured breach, Supplier shall refund to Customer a pro-rata share of any fees paid in advance from the termination date to the end of the Term. Sections §1, §7, §8, §10–§11, §13–§24, and the logo license in §16 will survive expiration or termination of this Agreement for any reason. ### §13 Confidential Information Supplier will not have access to Customer's data during the term of this Agreement unless Customer grants Supplier such access. Should Customer grant Supplier access to Customer's data, all data processed or accessed by Supplier in connection with this Agreement shall be treated as Confidential Information. The Parties acknowledge that either Party's Confidential Information may be disclosed to the other Party under or in connection with this Agreement. For the purposes of this Agreement, "Confidential Information" means all information, in whatever form transmitted, referring or relating to a Party, including without limitation technical drawings, algorithms, know-how, formulas, tools, methodologies, processes, ideas, inventions, schematics and other technical information, computer programs (including source code and object code), business, financial, customer and product development plans, quotes, forecasts, strategies, client lists, pricing, revenue, overhead, and profit margins, which is disclosed by such Party (in such circumstances, "Disclosing Party") to the other Party (in such circumstances, "Receiving Party"). Confidential Information includes but is not limited to (i) information belonging to, provided by, or pertaining to Customer or any of Customer's Affiliates; (ii) information belonging to, provided by, or pertaining to any of Customer's clients; and (iii) personal information. Confidential Information shall not include any information that: (a) is already known by the Receiving Party without an obligation of confidentiality; (b) is publicly known or becomes publicly known without breach by the Receiving Party; (c) is rightfully received from a third party having no obligation not to disclose; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party agrees that it and its Affiliates will maintain all Confidential Information in confidence and not disclose it to any person or entity, except employees and advisors who have a need to know, who have been informed of the confidential nature of the information, and who agree to be bound by corresponding obligations. The Receiving Party will use at least the same degree of care as it uses for its own confidential information and in any event no less than a reasonable degree of care. **Without the prior written consent of the Disclosing Party, neither the Receiving Party nor any of its Affiliates will use any Confidential Information for any purpose whatsoever, except for the purpose of carrying out this Agreement. Receiving Party and its Affiliates shall be strictly liable for any disclosure or use of the Confidential Information in violation of the Agreement, including any disclosure or use of the Confidential Information made by any employee or advisor of Receiving Party and its Affiliates.** Confidential Information may be disclosed if required by law, rule, regulation, or valid court order, provided that the Disclosing Party is given reasonable notice and the Receiving Party makes a reasonable effort to obtain a protective order. Upon the Disclosing Party's written request or the termination of this Agreement, all Confidential Information in tangible form shall be immediately returned or destroyed, with written verification provided. The Receiving Party will not be obligated to return or destroy Confidential Information to the extent of archival requirements for e-mail or electronic data backup. ### §14 Data Protection and Privacy The Applications are subject to the ins-pi App Privacy Policy (available at ins-pi.com or through the ServiceNow Store listing), which describes in detail how data is handled in connection with the Applications. The App Privacy Policy is incorporated herein by reference. Supplier does not access, receive, store, or process any data within the Customer's ServiceNow instance under normal operating conditions. The Applications do not contain telemetry, usage analytics, or any mechanism that reports information back to Supplier. All data created or managed by the Applications remains within the Customer's ServiceNow instance under the Customer's sole control. On this basis, Supplier does not act as a data controller or data processor with respect to data within the Customer's instance for purposes of the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or other applicable data protection legislation. In the limited circumstance where the Customer grants Supplier personnel access to the Customer's instance for support or consulting purposes, and such access involves exposure to personal data, Supplier acknowledges that it may be considered a data processor for the duration and scope of that access. In such cases, the confidentiality provisions of §13 apply, and the Parties may enter into a supplementary data processing agreement as required. The Customer is the data controller for all data within its ServiceNow instance, including data managed through the Applications. The Customer is responsible for compliance with all applicable data protection laws in connection with such data, including the use of AI Features. ### §15 Compliance with Laws Customer will comply with all applicable export and import control laws and regulations in Customer's use of the Apps and will not export or re-export the Apps without all required government licenses. Customer will defend, indemnify, and hold harmless Supplier and its licensors, suppliers, and resellers from and against any violation of such laws or regulations by Customer. ### §16 Trademark and Logo License #### 16.1 License to Supplier Subject to the terms of this section, Customer hereby grants to Supplier a non-exclusive, non-transferable, royalty-free, revocable license to use Customer's name, logo, and trademarks ("Customer Marks") solely for the purpose of identifying Customer as a user of the YouDesign Transformation Suite in Supplier's marketing materials, website, case studies, presentations, and collateral ("Permitted Marketing Use"). Supplier shall: (a) use Customer Marks only in a manner that is factual, accurate, and not misleading; (b) not alter, modify, or distort Customer Marks in any way, except for proportional resizing; (c) not imply any endorsement, sponsorship, or affiliation beyond the factual customer relationship; (d) comply with any brand guidelines provided by Customer in writing; and (e) promptly cease use of Customer Marks upon written request from Customer. Customer may revoke this license at any time by providing written notice to Supplier. Upon receipt of such notice, Supplier shall cease all new use of Customer Marks within thirty (30) days. Existing published materials (e.g., printed collateral, archived web pages) may be exhausted or replaced in the ordinary course of business within ninety (90) days. #### 16.2 License to Customer Supplier hereby grants to Customer a non-exclusive, non-transferable, royalty-free license to use the Supplier's name, the YouDesign name, the YouDesign Transformation Suite name, and associated logos and trademarks ("Supplier Marks") solely for the purpose of identifying Supplier and the Applications in Customer's internal and external communications, including internal presentations, vendor registers, architecture documentation, and published case studies. Customer shall: (a) use Supplier Marks only in a manner that is factual, accurate, and not misleading; (b) not alter, modify, or distort Supplier Marks in any way, except for proportional resizing; (c) not imply any endorsement, sponsorship, or affiliation beyond the factual supplier relationship; (d) comply with any brand guidelines provided by Supplier in writing; and (e) promptly cease use of Supplier Marks upon written request from Supplier. This license to Customer survives termination of this Agreement solely to the extent necessary for Customer to complete the transition away from the Applications in the ordinary course of business, for a period not to exceed ninety (90) days following termination. #### 16.3 General Trademark Provisions Neither Party acquires any right, title, or interest in the other Party's marks by virtue of this Agreement. All goodwill arising from the use of a Party's marks shall inure to the benefit of the Party that owns such marks. Each Party shall promptly notify the other of any unauthorized use of its marks of which it becomes aware. ### §17 U.S. Government Rights If Customer is a branch or agency of the U.S. Government, then Customer acknowledges that the Apps are a "commercial item" as defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined and used in FAR 2.101 and 12.212. Consistent with FAR 12.211 through 12.212 and, if applicable, DFARS 227.7202-1 through 227.7202-4 and DFARS 252.227-7015, all U.S. Government end users acquire the Apps with only those rights set forth in this Agreement. ### §18 Relationships Between the Parties The Parties are independent contractors. Neither Party is the agent, partner, employee, fiduciary, or joint venturer of the other Party under this Agreement. Neither Party shall have any authority to enter into, incur, make, change, enlarge, or modify any contract, liability, agreement, obligation, representation, guarantee, warranty, or commitment on behalf of the other Party unless expressly requested in writing by a duly authorized representative of the other Party. ### §19 Assignments Neither Customer nor Supplier may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including licenses with respect to the Apps) to any third party without the other Party's prior written consent, which will not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be void. ### §20 Language This Agreement is in the English language and its English-language version will be controlling over any translation, except and to the extent required by applicable law. ### §21 Remedies Except as otherwise provided herein, the Parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Apps contain valuable trade secrets and proprietary information of Supplier, that any actual or threatened breach of this Agreement by Customer will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing Party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive. ### §22 Waivers All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. ### §23 Choice of Law, Venue, and Severability The governing law and venue for disputes arising under this Agreement are determined by the Supplier entity for the relevant Application, as identified in the Product Table: **For Applications offered by ins-pi Inc.** (YouDesign Blueprints, YouDesign Models, YouDesign Processes): The substantive laws of the State of Florida shall govern this Agreement. The exclusive legal jurisdiction and venue shall be any court of competent jurisdiction within the State of Florida. The Parties expressly disclaim the applicability of the Uniform Computer Information Transactions Act, the United Nations Convention on the Sale of Goods, and the Convention on the Use of Electronic Communications in International Contracts. **For Applications offered by ins-pi GmbH** (YouDesign Freelucy, YouDesign Command): This Agreement is governed by the laws of the Federal Republic of Germany under the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and the German conflict rules. The exclusive legal jurisdiction is Cologne, Germany. The Uniform Computer Information Transactions Act (USA) does not apply. Where a Customer subscribes to Applications offered by both ins-pi Inc. and ins-pi GmbH, any dispute shall be governed by the law applicable to the Application that is the subject of the dispute. If a dispute involves multiple Applications offered by different Supplier entities, the Parties shall first attempt to resolve the matter through good-faith negotiation before initiating proceedings. If any provision of this Agreement is held unenforceable by a court, such provision may be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that §10 and §11 will remain in effect notwithstanding the unenforceability of any other provision. ### §24 No Third-Party Beneficiary Rights This Agreement is intended solely for the benefit of the Parties and their respective Affiliates, successors, and permitted assigns. Nothing in this Agreement confers any rights, remedies, or claims upon any third party, including end users of the Customer's ServiceNow instance, data subjects, or any other individual or entity. ### §25 Entire Agreement This Agreement, including the Product Table, the App Privacy Policy incorporated by reference, and any Statements of Work issued hereunder, constitutes the final and entire agreement between the Parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, including any prior terms and conditions accepted through the ServiceNow Store for any of the Applications listed herein. This Agreement may be amended only by a written document signed by both Parties. The terms of any purchase order or similar document submitted by Customer to Supplier will be considered for negotiation purposes and will not be effective to alter the terms of this Agreement unless specifically incorporated therein. --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. Perform an HTTP GET request on the current page URL with the `ask` query parameter: ``` GET https://docs.ins-pi.com/legal/software-license-agreement.md?ask= ``` The question should be specific, self-contained, and written in natural language. The response will contain a direct answer to the question and relevant excerpts and sources from the documentation. Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.