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License Agreement

Effective date: 2026-04-20

By selecting the “I Agree” button (or any equivalent confirmation mechanism) made available at the time of purchase, or by downloading, installing, copying, saving on your device, or otherwise using the Licensor’s Software or support, you become a party to this License Agreement (hereinafter referred to as "LA") and agree to be bound by all the terms and conditions set forth below.

If you do not accept the terms of this LA, no license is granted to you in respect of the Licensor’s Software, and you must not download, install, copy, access, or otherwise use the Licensor’s Software, in whole or in part. If the Licensor’s Software has already been downloaded or installed, you must immediately cease all use and permanently uninstall, remove, and delete it and all copies thereof from your systems and devices.

1. INTRODUCTION

This LA is a legal agreement between a legal entity (hereinafter referred to as “Customer” or „Licensee”) and BIANALYTICS CONCEPT SRL (“TribeBlend”, “Licensor”, “We”, “Our”, or “Us”) governing the access to and use of the software, components, documentation, demos, add-ins, updates, and other related materials made available by TribeBlend (hereinafter referred to as "TribeBlend Software").

TribeBlend Software is a desktop data analytics application that enables users to connect to data warehouses (such as Databricks), write SQL queries, visualize data, and perform bidirectional synchronization with their data sources.

The TribeBlend Software processes Customer Data locally on the Customer's device; Customer Data is not transmitted to TribeBlend servers. Certain AI Features, if enabled by the Customer, may transmit inputs to third-party AI providers as described in Section 10 (AI in Product). Telemetry data, limited to technical, diagnostic, usage, and performance information, may be transmitted to TribeBlend as described in Section 23 (Telemetry).

The TribeBlend Software is licensed, not sold.

2. GRANT OF LICENSE

Provided that the Customer always complies with this LA and pays all required license fees, the Customer is permitted to install and use the Tribeblend Software under a license that is limited in scope, non-exclusive, non-transferable, non-assignable, and does not allow sublicensing.

This right applies only for the duration of the applicable license period, within the scope of the License Type described in Section 3, and on the permitted number of machines, in a manner specified in the terms of this LA. Each license is tied to a specific number of machine activations as defined by the Customer’s subscription plan. The Customer may deactivate machines through their account dashboard to free up activations.

3. LICENSE TYPES

3.1 Enterprise License - For Databricks teams with governance and support requirements

Each new customer receives a 14-day Enterprise trial license upon creating an account on the TribeBlend website. During the trial, the customer has full access to the features described below. At the end of the 14-day trial period, the license expires automatically and access to the TribeBlend Software is suspended, unless the customer enters into a paid Enterprise subscription. The trial license is non-transferable and limited to one per organization.

The Enterprise License is designed for organizations requiring advanced governance, security, and operational support.

Under the Enterprise License, TribeBlend grants the Customer a non-exclusive, non-transferable and non-assignable license to install, access, and use the TribeBlend Software within the organization in accordance with this LA and the additional terms specified in the Enterprise Order Form, which will include applicable commercial terms and may also include additional contractual provisions.

Enterprise licenses include the following capabilities:

  1. Single Sign-On (SSO) authentication

  2. SAML-based authentication and service principal authentication

  3. Administrative dashboards

  4. Unlimited audit logging capabilities

  5. Dedicated account management support

  6. Custom onboarding and rollout services for teams with 25 or more analysts

3.2 Evaluation Demo

TribeBlend may provide access to the TribeBlend Software for evaluation purposes to allow prospective customers to assess whether the TribeBlend Software fits their Databricks workflows, operational requirements, and governance expectations.

Evaluation or demonstration access may include product demonstrations, guided evaluation sessions and technical guidance from the TribeBlend team. Such sessions may be tailored to the roles and evaluation objectives of the prospective customer.

As part of the evaluation process, prospective customers may be requested to provide certain contextual information regarding their team structure, platform setup, workflows, or evaluation goals. This information may be used by TribeBlend solely for the purpose of tailoring the evaluation session to the prospective customer’s use case. Scheduling of demonstration sessions may be made available only after such preliminary information is provided.

During the evaluation process, TribeBlend may demonstrate or make available certain functionalities of the TribeBlend Software, including:

  1. the connection of TribeBlend to Databricks through OAuth authentication;

  2. Ask TribeBlend functionality for natural-language interaction with Databricks data;

  3. spreadsheet-native modeling, analysis, and validation workflows;

  4. governed write-back capabilities and conflict review mechanisms;

  5. validation and review processes applicable to AI-generated SQL queries before execution;

  6. workspace connection setup and Unity Catalog alignment;

  7. seat, machine, and administrative workflow overview;

  8. the role of TribeBlend in relation to Databricks platform controls and data warehouse governance mechanisms;

  9. potential rollout paths depending on the size of the customer’s team and intended use cases.

Evaluation sessions may take place using a TribeBlend demonstration environment or, at the customer’s discretion, using the customer’s own Databricks workspace where technically feasible.

Evaluation access does not grant the customer any license rights in the TribeBlend Software. Continued use of the TribeBlend Software following the evaluation period requires the purchase of an applicable paid license.

Evaluation access is temporary, non-exclusive, non-transferable, and revocable, and may be modified, suspended, or terminated by TribeBlend at any time.

3.3 The TribeBlend Software may not be resold, sublicensed, redistributed, assigned, transferred, leased, rented, timeshared, or otherwise made available to any third party by the Customer. The Customer may not use the TribeBlend Software for any purpose prohibited by applicable law or this LA, including any use restricted under License Restrictions or any use exceeding the scope of the rights expressly granted herein.

4. PRICES AND PAYMENT TERMS

All fees shall be paid by the Customer using a valid electronic payment method. In relation to payment by card or any other form of payment agreed on a monthly or annual basis (“Recurring Payments”), by purchasing the TribeBlend subscription, the Customer authorizes TribeBlend or its agents to charge the Customer’s payment card automatically for all fees due under this LA, including fees for any renewed subscription plans.

Customer agrees that the Payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns or is otherwise legally authorized to use, and that Customer will maintain sufficient funds in the account to make Recurring Payments.

If a Recurring Payment fails, TribeBlend will retry the charge. If payment fails on two (2) consecutive occasions, TribeBlend will cancel the subscription and will suspend the Customer’s access key and the Customer’s access to the TribeBlend Software until effective payment is made.

The Customer may cancel Recurring Payments at any time through the Customer’s account or by contacting TribeBlend. The cancellation will take effect from the next billing cycle and shall not entitle the Customer to a refund for any current billing period already paid.

Refund Policy

We offer a 14-day money-back guarantee for new subscriptions. If you are not satisfied with the Software within the first 14 days of your initial subscription, contact us at contact@tribeblend.com for a full refund.

Refunds are not available for subscription renewals or for subscriptions that have been active for more than 14 days.

5. TAXES AND DEDUCTIONS

We are a company duly incorporated and operating under the laws of Romania and registered for value added tax (VAT) purposes.

All prices for the TribeBlend Software displayed on the TribeBlend website are exclusive of VAT and any other applicable taxes, duties, or charges.

Any applicable taxes, including but not limited to value added tax (VAT) or other similar taxes imposed by applicable law will be added to the invoice issued to the Customer, where required.

If the Customer is eligible for VAT exemption or reverse charge mechanisms under applicable law, the Customer must provide TribeBlend with a valid VAT identification number or other relevant tax documentation. The Customer is solely responsible for the accuracy and validity of such information.

The Customer shall be solely responsible for any taxes, duties, or similar governmental charges applicable in its jurisdiction, including any withholding taxes. All payments to TribeBlend shall be made in full, without any deduction or withholding.

Depending on your payment method and issuing bank, additional currency conversion or international transaction fees may be applied by your payment provider. We do not control or receive any portion of these fees.

6. EXPIRATION OF THE SUBSCRIPTION TERM

Upon expiration of the subscription term, the Customer must either renew the subscription to continue using the TribeBlend Software or cease using the TribeBlend Software and uninstall all installed copies.

If TribeBlend's list price has changed prior to renewal, any renewal will be charged at the then-current list price in effect at the time of renewal, or at the price separately agreed in the Customer's Enterprise Order Form.

7. SUSPENSION OR TERMINATION FOR NON-PAYMENT

If the Customer fails to pay any amount on time, TribeBlend may suspend the Customer’s access to the TribeBlend Software until all outstanding amounts have been paid in full or may terminate this LA. TribeBlend shall have no liability for any unavailability, loss of access, loss of functionality, or deletion of data resulting from such suspension or termination.

If the Customer’s access to the TribeBlend Software is suspended due to failure to pay, the Customer must pay the entire outstanding amount to restore access to the TribeBlend Software.

Restoration of access may be subject to processing time, and TribeBlend does not guarantee that any data, content, inputs, files, prompts, configurations, or other materials submitted to, processed by, or used in connection with the TribeBlend Software (“Customer data”) will remain available following suspension.

8. TRIBEBLEND SOFTWARE ACTIVATION

The TribeBlend Software is delivered electronically. To access it, the Customer must first create an account on the TribeBlend website, confirming acceptance of this License Agreement, the Terms of Use, and the Privacy Policy. Upon account creation, the Customer receives a 14-day Enterprise trial license; the Customer may then download the TribeBlend Software from the "Download" section of the Customer's account dashboard, in the version corresponding to the Customer's operating system (macOS or Windows).

The access key issued at account creation enables use of the TribeBlend Software during the trial period and, upon payment in full of the applicable Enterprise subscription fee, during the paid subscription term. The access key is unique to the Customer's organization and may not be shared with any third party.

TribeBlend does not ship physical products. The Customer is responsible for maintaining a valid account and accurate contact details, including a valid email address, for account, delivery, and communication purposes.

9. CREDENTIALS

The Customer shall keep its access credentials confidential and shall not disclose or share them with any third party, except with its duly authorized persons. The Customer shall be solely responsible for all activities carried out using its access credentials.

10. AI IN PRODUCT

TribeBlend Software contains AI features. The AI features require an internet connection and an active term for the license to function.

The Customer warrants that it has all necessary rights or permissions to submit and use any data, content, or materials in connection with the TribeBlend Software. The Customer acknowledges that all such submissions are made at its own risk and remains solely responsible for the accuracy, legality, and use of such data, as well as for any consequences arising from its use within the TribeBlend Software.

Customer acknowledges and agrees that AI Features may generate outputs, suggestions, recommendations, SQL queries, summaries, classifications, or other results (“Outputs”) that may be inaccurate, incomplete, outdated, inconsistent, misleading, biased, non-unique, or otherwise unsuitable for Customer’s intended purposes. TribeBlend does not warrant or represent that any Output will be correct, reliable, lawful, fit for purpose, or free from errors.

Customer remains solely responsible for any decision to use, implement, act on, or rely on any Outputs generated by the AI Features, and for any consequences, liabilities, losses, or damages arising therefrom. Customer shall review and validate all Outputs prior to any such use or reliance and shall not treat the AI Features or any Output as a substitute for human judgment, professional advice, or independent review.

To the extent AI Features are enabled through or rely upon third-party providers, models, APIs, or infrastructure, Customer acknowledges that such third-party services may be subject to separate terms, technical limitations, availability constraints, and changes beyond TribeBlend’s control. TribeBlend shall have no liability for any unavailability, degradation, error, interruption, modification, suspension, discontinuation, or inaccuracy attributable in whole or in part to such third-party AI services. Customer is solely responsible for reviewing and determining whether it agrees to the terms applicable to such third-party AI services, and if Customer does not agree to such terms, Customer must not use the TribeBlend Software.

TribeBlend may monitor, limit, suspend, modify, or disable access to any AI Features at any time where reasonably necessary to prevent abuse, mitigate legal or security risk, comply with applicable law or third-party requirements, or protect TribeBlend, its customers, its service providers, or any third party.

11. UPDATES

Following activation of a valid subscription, the Customer is entitled to access and use the TribeBlend Software, together with any updates that may be made available by TribeBlend during the subscription period. Access to future releases of the TribeBlend Software and any related support services is conditional upon the Customer maintaining a valid and active license.

12. TECHNICAL SUPPORT

Technical support (“Support”) is provided by TribeBlend and is intended primarily to assist with usage-related issues and to identify and mitigate bugs and other problems related to the TribeBlend Software.

The Customer may access such assistance by submitting requests through the communication channels provided by TribeBlend, such as email or ticketing systems. TribeBlend shall address such requests in line with the support level applicable to the Customer’s subscription plan.

Support is provided as follows:

  1. During the 14-day trial, Customers have access to email-based Support. The standard response time is two (2) to three (3) business days, during the working hours of the Support team.

  2. Customers with an active Enterprise subscription benefit from priority Support, including direct access to the technical team. The standard response time for such Support requests is one (1) to two (2) business days, during the working hours of the Support team.

The Support team operates during standard working hours, namely 9:00 AM to 6:00 PM, Monday to Friday, excluding public holidays.

TribeBlend shall use reasonable efforts to provide high-quality and timely Support but does not guarantee that all queries or issues will be resolved.

Support is available only for Customers with an active subscription. If Your subscription has expired or has been terminated, TribeBlend shall have no obligation to provide Support.

13. CUSTOMER RESPONSIBILITIES

The Customer shall:

  1. be responsible for all access to and use of the TribeBlend Software under its account, including by its users, and ensure compliance by its users with this LA;

  2. create and maintain its account on the TribeBlend website and manage all access rights, roles, and permissions granted to its users;

  3. maintain the confidentiality and security of its account credentials, usernames, passwords, access keys, license keys, and any other access credentials, and ensure that such credentials are not disclosed to unauthorized persons;

  4. promptly revoke access to the TribeBlend Software for any user who is no longer authorized to use it or who has breached this LA, and notify TribeBlend without undue delay of any suspected or unauthorized access to or use of the TribeBlend Software;

  5. use commercially reasonable efforts to prevent unauthorized access to or misuse of the TribeBlend Software;

  6. configure and manage any connections between the TribeBlend Software and the Customer’s data sources, systems, environments, or third-party services, and ensure that all necessary rights, permissions, and authorizations have been obtained for such connections and use;

  7. use the TribeBlend Software in accordance with this LA, instructions communicated by TribeBlend, and all applicable laws and regulations;

  8. maintain, at its own expense the technical environment necessary for use of the TribeBlend Software, including any required hardware, software, network connectivity, and compatible systems;

  9. remain solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, including ensuring that the Customer has all necessary rights, permissions, and legal bases to use and provide such Customer Data;

  10. review and validate any outputs, recommendations, results, or actions generated by or through the TribeBlend Software and determine their suitability for the Customer’s intended use prior to reliance or implementation;

  11. where applicable, adopt and comply with any internal policies, notices, or contractual terms required under applicable law in connection with the Customer’s use of the TribeBlend Software, including privacy notices and internal governance requirements;

  12. defend, indemnify, and hold harmless TribeBlend, its affiliates, officers, directors, employees, contractors, and partners from and against any claims, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) the Customer’s or its users’ use of the TribeBlend Software; (ii) any breach of this LA by the Customer or its users; (iii) any Customer Data or any inputs or outputs relating thereto, including any alleged or actual infringement, misappropriation, or violation of third-party rights; or (iv) any dispute between the Customer and any third-party arising from or in connection with the Customer’s use of the TribeBlend Software.

14. LICENSE RESTRICTIONS

The Customer shall not, and shall not permit any user or third party to:

  1. use the TribeBlend Software in excess of any applicable subscription scope, usage limits, authorized users, workspaces, environments, or other limitations set forth in this LA or otherwise communicated by TribeBlend;

  2. reverse engineer, decompile, disassemble, decode, translate, or otherwise attempt to derive, discover, or access the source code, underlying structure, ideas, know-how, algorithms, or non-public interfaces of the TribeBlend Software, in whole or in part;

  3. copy, reproduce, modify, adapt, alter, enhance, or create derivative works of the TribeBlend Software, in whole or in part;

  4. sell, resell, license, sublicense, distribute, assign, transfer, disclose, lease, rent, timeshare, outsource, or otherwise make the TribeBlend Software available to any third party;

  5. remove, alter, obscure, or destroy any copyright, trademark, logo, confidentiality notice, or other proprietary rights notice appearing on or within the TribeBlend Software;

  6. interfere with, disable, circumvent, or tamper with any license controls, usage tracking mechanisms, security features, access restrictions, or technical protections of the TribeBlend Software;

  7. access or use the TribeBlend Software for the purpose of building, training, benchmarking, or improving a competing product or service, or for comparative analysis;

  8. disclose, publish, share, or otherwise make available any license key, access key or similar access mechanism to any unauthorized person;

  9. use the TribeBlend Software in any manner not expressly authorized under this LA.

Any breach of this Section shall constitute a material breach of this LA and may result in the immediate suspension or termination of the Customer’s access to the TribeBlend Software, without prejudice to any other rights or remedies available to TribeBlend.

TribeBlend may monitor license usage and technical compliance with this LA, including compliance with applicable subscription scope, usage limits, authorized users, machine activations, workspaces, environments, and other applicable restrictions. If TribeBlend reasonably suspects or determines that the Customer has violated this LA, TribeBlend may suspend access to the TribeBlend Software, require the Customer to purchase additional licenses or pay the applicable fees for such excess use, and/or exercise any other rights or remedies available under this LA or applicable law.

15. PROHIBITED CONDUCT

The Customer shall not, and shall ensure that its users do not, use the TribeBlend Software:

  1. for any unlawful, fraudulent, deceptive, or abusive purpose, or in violation of any applicable law;

  2. in any manner that violates the rights of any third party, including intellectual property rights, privacy rights, publicity rights, confidentiality obligations, or data protection rights;

  3. to upload, submit, transmit, store, or otherwise introduce any viruses, worms, malware, ransomware, Trojan horses, malicious code, or other harmful or disruptive material;

  4. in any manner that interferes with, disrupts, damages, or compromises the operation, integrity, security, or availability of the TribeBlend Software or any related systems, networks, servers, or services;

  5. to gain unauthorized access to any system, account, environment, data, or service, or to attempt to probe, scan, test, or exploit any vulnerability of the TribeBlend Software or any related system;

  6. to impersonate any person or entity, misrepresent identity or affiliation, or otherwise engage in fraudulent or misleading activity;

  7. in a manner that could cause harm to TribeBlend, its customers, its service providers, or any third party, including through misuse of outputs, unauthorized automation, or abusive or excessive activity inconsistent with the intended use of the TribeBlend Software;

  8. to assist, enable, or permit any third party to engage in any of the activities prohibited under this Agreement.

TribeBlend may investigate any actual, suspected, or threatened violation of this Section and may suspend or terminate access to the TribeBlend Software if it considers such action necessary to prevent harm, mitigate risk, comply with applicable law, or protect the TribeBlend Software, its users, or third parties.

16. COPYRIGHT AND INTELLECTUAL PROPERTY OWNERSHIP

All right, title, and interest in and to the TribeBlend Software, including all intellectual property rights (such as copyrights, trademarks, trade secrets, know-how, and any other proprietary rights), are and shall remain the sole and exclusive property of Licensor and/or its third-party licensors, if applicable.

For the purposes of this LA, the TribeBlend Software includes, without limitation, all source code, object code, architecture, structure, organization, algorithms, file formats, user interfaces, documentation, demos, designs, text, images, audio-visual materials, and any related materials, as well as any copies thereof.

Except for the limited rights expressly granted to Customer under this LA, Licensor has all rights, title, and interests in and to the TribeBlend Software and any related intellectual property rights. No right or license is granted by implication, estoppel, exhaustion, or otherwise.

If Customer or any of its users provides Licensor with any suggestions, ideas, comments, recommendations, requests, corrections, or other feedback regarding the TribeBlend Software or related services (“Feedback”), Licensor shall be free to use, disclose, reproduce, modify, license, transfer, distribute, and otherwise exploit such Feedback without restriction, acknowledgment, payment, or other obligation to Customer. To the extent necessary for the foregoing, Customer hereby assigns to Licensor all right, title, and interest in and to such Feedback.

Customer shall not, directly or indirectly, contest, challenge, oppose, assist others in challenging, or otherwise take any action inconsistent with Licensor’s or its licensors’ ownership of, or rights in, the TribeBlend Software or any related intellectual property rights.

Customer acknowledges that any actual or threatened breach of this Section may cause Licensor immediate and irreparable harm for which monetary damages alone may be inadequate. Accordingly, Licensor shall be entitled, in addition to any other rights and remedies available under this LA or applicable law, to seek immediate injunctive relief, specific performance, or any other equitable remedy, without the requirement to prove actual damages or to post bond, to the fullest extent permitted by applicable law.

Certain components of the TribeBlend Software may be licensed from third parties. All rights in such third-party materials remain vested in the relevant rights holders and are protected under applicable intellectual property laws and applicable license terms. Nothing in this LA shall be construed as granting Customer any broader rights in such third-party materials than those lawfully made available by Licensor under this LA.

All updates, upgrades, patches, enhancements, and modifications provided by Licensor shall be deemed part of the TribeBlend Software and shall remain the exclusive property of Licensor and/or its licensors.

17. THIRD-PARTY PRODUCTS

If Customer connects, installs, enables, or uses any third-party products, services, software, content, connectors, or integrations with the TribeBlend Software (“Third-Party Products”), Customer acknowledges and agrees that such Third-Party Products are provided by parties other than TribeBlend and are used at Customer’s sole discretion and risk.

Customer further acknowledges that the providers of such Third-Party Products may access, receive, use, process, store, transmit, modify, or delete Customer Data as necessary for the integration, operation, support, or use of those Third-Party Products with the TribeBlend Software.

Customer acknowledges that each Third-Party Product is subject to its own terms, conditions, privacy policies, and security practices, and that the processing of Customer Data by the relevant third-party provider shall be governed solely by such third-party terms and policies. TribeBlend does not assume any responsibility for any Third-Party Product, including any use, disclosure, access, transmission, modification, corruption, loss, or deletion of Customer Data, or for the availability, functionality, performance, security, legality, or accuracy of any Third-Party Product.

TribeBlend does not guarantee that any Third-Party Product will be compatible with the TribeBlend Software, or that any integration with a Third-Party Product will continue to be available, uninterrupted, or error-free. Third-party providers may modify, suspend, or discontinue their products, services, or APIs at any time, and TribeBlend shall have no liability arising from or relating to any such modification, suspension, discontinuation, or incompatibility.

Customer is solely responsible for: (i) selecting whether to use any Third-Party Product; (ii) reviewing and complying with the terms applicable to such Third-Party Product; (iii) obtaining any necessary rights or authorizations required for the access, transfer, and processing of Customer Data by the relevant third-party provider; and (iv) ensuring that Customer’s use of any Third-Party Product complies with applicable law.

18. DISCLAIMER OF WARRANTY

To the fullest extent permitted by applicable law, the TribeBlend Software is provided on an “as is” and “as available” basis.

Licensor does not warrant that the TribeBlend Software will operate uninterrupted or error-free, that all defects or non-conformities can or will be corrected, or that the TribeBlend Software will be compatible with Licensee’s systems, infrastructure, or intended use.

No oral or written information, statement, or representation given by Licensor or on Licensor’s behalf shall create any warranty.

Licensee assumes full responsibility for selecting the TribeBlend Software and for its installation, configuration, use, and the results obtained from its use, including with respect to suitability for Licensee’s intended purposes, compatibility with Licensee’s systems, infrastructure, and business environment.

Any content, files, software, or data downloaded or otherwise obtained using the TribeBlend Software are obtained at Licensee’s own discretion and risk. Licensee is solely responsible for any damage to its systems, devices, software, or data, including any loss, corruption, or unavailability of data, resulting from such download, access, or use.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Licensor shall not be liable towards Licensee for any damages, loss of profit, loss of revenue, loss of business or business opportunities, loss of contracts, loss of anticipated savings, loss of goodwill or reputation, business interruption, or for any loss, corruption, unavailability, or recovery of data.

During any suspension of access to the TribeBlend Software, for any reason, TribeBlend shall have no liability whatsoever for any unavailability, loss of access, degraded functionality, loss, corruption or unavailability of Customer Data, configurations, customizations, integrations, or outputs, or for any consequences arising from delayed reinstatement of access.

In all cases where Licensor’s liability may be validly engaged, Licensor’s total aggregate liability arising out of or in connection with this Agreement, regardless of the legal basis of the claim, shall be limited to the total amount of fees actually paid by Licensee to Licensor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Certain features and functionalities of the TribeBlend Software may depend on Databricks, third-party licensors, APIs, internet connectivity and Customer’s systems, infrastructure, or environment. TribeBlend shall not be in breach of this LA, and shall have no liability, to the extent any unavailability, delay, error, degradation, or failure of the TribeBlend Software results from or relates to any of the foregoing.

Nothing in this clause shall exclude or limit Licensor’s liability in any other circumstances where such exclusion or limitation is not permitted by the mandatory, non-derogable provisions of applicable law.

20. MALICIOUS CODE

Licensor will use commercially reasonable efforts to ensure that the TribeBlend Software, as made available by Licensor, does not contain viruses, worms, Trojan horses, back doors, or other malicious code. Licensor does not warrant that the TribeBlend Software will be entirely free from malicious code in all circumstances, particularly where the TribeBlend Software has been modified, tampered with, downloaded from unauthorized sources, or used in environments outside Licensor’s reasonable control.

Licensee acknowledges that, to preserve the integrity and authenticity of the TribeBlend Software, it must download the TribeBlend Software only from Licensor’s official website.

21. MODIFICATION OF THE TRIBEBLEND SOFTWARE

Licensor has the right at any time to modify, update, enhance, suspend, or discontinue the TribeBlend Software, in whole or in part, whether temporarily or permanently, including by adding, removing, limiting, or changing any features, functionalities, or technical requirements.

To the fullest extent permitted by applicable law, Licensor shall not be liable for any modification, update, enhancement, suspension, or discontinuation of the TribeBlend Software, or for any resulting inability to access or use the TribeBlend Software, in whole or in part.

22. INDEMNITY

Licensee shall defend, indemnify, and hold harmless Licensor, its affiliates, and their respective directors, officers, employees, contractors, and agents (together, the “TribeBlend Indemnified Parties”) from and against any third-party claim, action, proceeding, demand, or investigation, and any related losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable and documented legal fees, arising out of or relating to:

(a) Licensee’s unauthorized use of, misuse of, or breach of this LA in connection with the TribeBlend Software;

(b) Licensee’s violation of applicable law in connection with its access to or use of the TribeBlend Software;

(c) any Customer Data or any other materials or content provided, uploaded, transmitted, or otherwise made available by Licensee through or in connection with the TribeBlend Software, including any actual or alleged infringement, misappropriation, or violation of any third-party intellectual property, confidentiality, privacy, or other proprietary right; or

(d) Licensee’s use of or reliance on the TribeBlend Software or any Customer Data or other materials or content made available by Licensee through or in connection with the TribeBlend Software.

Licensor shall reasonably cooperate with Licensee, at Licensee’s expense, in connection with the defense of such claim. Licensor may participate in the defense with its own counsel at its own expense.

Licensee shall not settle any claim in a manner that admits liability or fault on the part of any TribeBlend Indemnified Party, imposes any payment or non-monetary obligation on any TribeBlend Indemnified Party, or otherwise adversely affects any TribeBlend Indemnified Party, without Licensor’s prior written consent.

23. TELEMETRY

TribeBlend may collect, use, process, and analyze technical, diagnostic, usage, and performance data relating to the Customer’s use of the TribeBlend Software for purposes of providing, securing, supporting, enforcing, improving, and developing the TribeBlend Software, including license compliance monitoring. Such data shall not include Customer Data except to the extent necessary for the foregoing purposes.

24. TERMINATION

24.1 Cancellation of subscription

The Customer may cancel the renewal of its Subscription at any time through its account on the TribeBlend website.

Such cancellation shall take effect at the end of the then-current subscription term, and this LA shall remain in full force and effect until the expiry of that subscription term. Cancellation shall not relieve the Customer from the obligation to pay any fees accrued and due up to the effective date of termination.

24.2 Termination for breach of essential obligations

The Parties expressly agree that the obligations set out in paragraphs (A) through (D) below are essential obligations of the Customer. In the event of breach of these obligations, this LA shall be terminated ipso jure, with immediate effect, without prior notice, without any cure period, and without the intervention of any court or other authority, by the mere fact of such breach. TribeBlend shall therefore be entitled to terminate this LA immediately, as of right, if:

(A) the Customer fails to pay any subscription fees or other amounts due under this LA when due, including where payment fails on two (2) consecutive occasions in the case of Recurring Payments;

(B) the Customer uses the TribeBlend Software in breach of license restrictions, use limitations, or prohibited conduct;

(C) TribeBlend reasonably determines that the Customer’s account, or any use associated with it, is unauthorized, unlawful, or fraudulent; or

(D) any information provided by the Customer to TribeBlend in connection with the Customer’s account is materially incomplete, inaccurate, legally invalid, or cannot be verified;

(E) any essential obligation as defined under this LA.

For the avoidance of doubt, the Customer expressly acknowledges and agrees that the breaches listed above are sufficiently serious to justify termination as of right, without prior notice and without any other prior formality.

The parties agree that any breach by Licensee of its essential obligations under this LA shall cause substantial harm to Licensor that may be difficult to quantify precisely. Licensee shall pay Licensor a contractual penalty of no less than EUR 50,000 for each such breach, payable upon Licensor’s first written demand, without prejudice to Licensor’s right to seek and recover higher damages to the extent Licensor proves that its actual loss exceeds such amount.

24.3 Termination for other breaches

TribeBlend may terminate this LA and the associated subscription without the intervention of any court or other authority if the Customer materially breaches any obligation under this LA other than the essential obligations set out above and fails to remedy such breach within 5 (five) days after written notice.

24.4 Termination for legal or business reasons

TribeBlend may also terminate this Agreement with immediate effect if it is required to do so by applicable law or by a binding decision, order, or request of a competent authority, or if the provision of the TribeBlend Software to the Customer is, or becomes, unlawful.

TribeBlend may also terminate this Agreement if it discontinues the TribeBlend Software, in whole or in part. In such case, unless otherwise required by applicable law, termination shall take effect from the date specified by TribeBlend.

24.5 Effects of termination

Upon termination of this Agreement for any reason, the Customer shall immediately cease all use of the TribeBlend Software and shall delete or uninstall the TribeBlend Software and all of its component parts, including any related documentation.

Termination shall not affect any rights or remedies accrued prior to the effective date of termination, including TribeBlend’s right to recover any amounts due and payable up to that date.

All fees paid prior to the effective date of termination are non-refundable, with the sole exception set out in Section 4.

Any provisions which by their nature are intended to survive termination, including those relating to intellectual property, confidentiality, limitations of liability, accrued payment obligations, governing law, and dispute resolution, shall survive termination of this LA.

25. CHANGES TO THIS AGREEMENT

Licensor may update this LA from time to time to reflect changes to the TribeBlend Software, applicable law, security requirements, business operations, or the manner in which the TribeBlend Software is made available or provided to Licensee.

If Licensor updates this LA, Licensor will make the updated version available on its website and may also notify Licensee by any of the following means: (i) by displaying the updated LA within the TribeBlend Software; (ii) by making it available through Licensee’s account on Licensor’s website; or (iii) by sending notice to the email address associated with Licensee’s account.

Any updated version of this LA shall become effective on the effective date stated in the updated version.

By continuing to access or use the TribeBlend Software after the effective date of the updated LA, Licensee agrees to be bound by the updated LA.

If Licensee does not agree to the updated LA, Licensee may cancel its subscription by written notice to Licensor within thirty (30) days following the effective date of the updated LA. In such case, Licensee’s right to use the TribeBlend Software shall terminate at the end of the then-current subscription period.

26. MISCELLANEOUS

26.1 Relationship of the parties

The parties are independent contractors. Nothing in this LA shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties.

26.2 Governing Law and Jurisdiction

This LA shall be governed by and construed in accordance with the laws of Romania.

The parties shall attempt in good faith to resolve amicably any dispute arising out of or in connection with this LA. If such dispute is not resolved within ten (10) days from the date on which one party notifies the other party of the dispute in writing, the dispute shall be submitted to the competent courts of Bucharest, Romania.

26.3 Severability

If any provision of this LA, or any part thereof, is held to be invalid under applicable law, that provision shall, to the extent required, be deemed severed from this LA, and the remaining provisions shall remain in full force and effect.

26.4 No Waiver

No failure or delay by either party in exercising any right, power, or remedy under this LA shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Any waiver of any provision of this LA shall be effective only if made in writing and signed by the party granting such waiver.

26.5 Notices

Any notice or other communication under or in connection with this LA shall be made in writing.

Licensor may deliver any notice to Licensee by: (i) email to the email address associated with Licensee’s account; (ii) making the notice available through Licensee’s account on Licensor’s website; (iii) registered mail with acknowledgment of receipt; (iv) personal delivery; or (v) express courier.

Licensee shall deliver any notice to Licensor by email to the contact address designated by Licensor for notices, or by registered mail, courier, or personal delivery to Licensor’s registered office or other contact details notified by Licensor in writing.

Unless proven otherwise, any notice shall be deemed received: (i) if sent by email, on the date of transmission, provided that no delivery failure message is received by the sender; (ii) if made available through Licensee’s account, on the date it is so made available; (iii) if delivered personally, on the date of delivery; and (iv) if sent by registered mail or courier, on the date of delivery evidenced by the applicable delivery confirmation.

26.6 Assignment

The Customer may not assign, transfer, delegate, or otherwise dispose of this LA, in whole or in part, whether by operation of law or otherwise, without TribeBlend’s prior written consent. Any purported assignment in breach of this Section shall be null and void. TribeBlend may assign or transfer this LA, in whole or in part, without the Customer’s consent, including to an affiliate or in connection with a merger, reorganization, sale of assets, or other corporate transaction.