END-USER LICENSE AGREEMENT (EULA)

Jotelulu SDK for Python****Version: 1.0 (August 20, 2025)

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

1.1 “Jotelulu”: JOTELULU, S.L., incorporated in Madrid (Spain), with its corresponding Spanish tax ID.

1.2 “Customer” or “You”: the legal entity or individual (acting in a professional capacity) who downloads, installs or uses the Software and maintains an active contractual relationship with Jotelulu for access to its cloud platform and services.

1.3 “Software” or “SDK”: the Jotelulu SDK for Python, including source and/or executable code, libraries, modules, scripts, examples, technical documentation and related materials provided by Jotelulu, as well as any update, patch, fix, and major or minor version delivered by Jotelulu.

1.4 “Jotelulu Services”: the cloud services, APIs, products and features provided by Jotelulu to which the Customer has access under a separate agreement (e.g., Terms of Service, order form or master agreement) (the “Services Agreement”).

1.5 “Credentials”: tokens, API keys, certificates, account credentials or any authentication/activation mechanism issued by Jotelulu to enable access to the Software or to Jotelulu Services.

1.6 “Confidential Information”: any non‑public information of Jotelulu, including the Software, documentation, technical specifications, Credentials, product roadmaps, pricing and know‑how, disclosed directly or indirectly.

1.7 “Third Parties”: any natural or legal person other than the Customer and Jotelulu.

2. Nature of the Software and scope

2.1 The Software is the exclusive property of Jotelulu and is licensed, not sold. The Software is provided to facilitate the Customer’s integration with Jotelulu Services.

2.2 The Software is not distributed under any open‑source (OSI) or “source‑available” license. Its use is strictly governed by this EULA.

2.3 The Software may contain third‑party components licensed by their respective owners. Jotelulu will include a THIRD_PARTY_NOTICES file where applicable. Use of such components is governed by their respective licenses to the strictly necessary extent.

3. License grant

3.1 Limited license. Subject to compliance with this EULA and while the Services Agreement remains in force, Jotelulu grants the Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable and revocable license to install and use the Software solely to: (a) develop the Customer’s internal integrations with Jotelulu Services; and (b) operate such integrations within the Customer’s organization during the term of the Customer’s active relationship with Jotelulu.

3.2 Authorized environment. The license is limited to environments, accounts, domains and/or projects associated with the Customer and validated via Credentials. Any use outside those environments is prohibited.

3.3 Back‑up copies. The Customer may make the minimum number of copies strictly necessary for back‑up/contingency, preserving all proprietary and confidentiality notices.

3.4 No transfer of ownership. This EULA does not transfer any title in the Software or any intellectual property rights of Jotelulu.

4. Restrictions

The Customer shall not, and shall not permit any Third Party to:

(a) copy, publish, make available to the public, distribute, sell, resell, assign, sublicense, rent, lease or lend the Software, in whole or in part;(b) modify, adapt, translate, create derivative works of, integrate or combine the Software with other software, except as strictly necessary for use in accordance with this EULA; (c) reverse engineer, decompile, disassemble or attempt to derive source code when distributed in executable form, except to the extent mandatorily permitted by applicable law and, in such case, only after a prior written request to Jotelulu and subject to legally required limitations; (d) circumvent, disable or interfere with technical protection measures, license checks, usage controls or authentication mechanisms; (e) use the Software to develop, train or improve products or services that directly or indirectly compete with Jotelulu Services (including public benchmarking without Jotelulu’s prior written consent); (f) use the Software for unlawful, harmful or high‑risk purposes or in breach of applicable laws (including export control and sanctions laws); (g) use Credentials of others, share Credentials with Third Parties or allow unauthorized access.

5. Activation, verification and reasonable audit

5.1 Activation and validation. The Software may require Credentials, token‑based activation or periodic validation (e.g., JWT/account checks) against Jotelulu endpoints. If validation fails or the Services Agreement expires, the Software may automatically disable itself.

5.2 Records. The Customer shall maintain reasonable records of Software usage (e.g., installations, environments). Upon Jotelulu’s reasonable request, the Customer will provide evidence of compliance.

5.3 Audit. Upon reasonable prior notice and without undue interference with the Customer’s operations, Jotelulu may audit compliance with this EULA. In the event of material non‑compliance, the Customer shall bear reasonable audit costs and promptly cure the breach.

6. Confidentiality and security

6.1 The Software and documentation constitute Confidential Information. The Customer agrees to protect it with a degree of care at least equal to that applied to its own confidential information (and never less than a reasonable standard).

6.2 The Customer shall not disclose Confidential Information to Third Parties, except to employees or subcontractors with a need‑to‑know for the authorized use and who are bound by equivalent confidentiality obligations.

6.3 The Customer shall implement reasonable technical and organizational measures to prevent unauthorized access to or use of the Software and Credentials.

7. Intellectual property rights

7.1 Jotelulu and/or its licensors retain all rights, title and interest in and to the Software and any enhancement, update or derivative created by Jotelulu. No rights are granted by implication or estoppel.

7.2 The Customer grants Jotelulu a worldwide, royalty‑free, non‑exclusive, sublicensable license to use any feedback (comments, ideas, suggestions) regarding the Software without obligation of attribution or compensation.

8. Legal compliance, export and anti‑corruption

8.1 The Customer shall comply with all applicable laws, including export control and sanctions laws (EU, U.S. and others), and shall not make the Software available, directly or indirectly, in sanctioned countries/users or for prohibited uses.

8.2 The Customer shall comply with applicable anti‑corruption laws (e.g., FCPA, UK Bribery Act and Spanish law), and shall refrain from offering/accepting bribes, facilitation payments or other improper conduct.

9. Privacy and data

9.1 The Software is not designed to store personal data by itself. To the extent the Customer uses it to process personal data via Jotelulu Services, such processing shall be governed exclusively by the Services Agreement and, where applicable, by the relevant data processing agreement.

9.2 Except as set out in the Services Agreement, Jotelulu does not act as a processor or controller for data the Customer processes using the Software within the Customer’s own systems.

10. Support, updates and changes

10.1 Unless expressly agreed in writing, this EULA does not include support, professional services or update commitments. Any support will be governed by separate agreements.

10.2 Jotelulu may provide updates, patches or new versions of the Software. Use of new versions may require acceptance of updated terms.

10.3 Jotelulu may modify or withdraw features of the Software at any time for technical, legal or security reasons.

11. Disclaimer of warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, NON‑INFRINGEMENT OR THAT THE SOFTWARE WILL BE ERROR‑FREE, SECURE OR UNINTERRUPTED. THE CUSTOMER ASSUMES ALL RISK ARISING FROM THE USE OF THE SOFTWARE. TO THE EXTENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH WARRANTIES SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED.

12. Liability; misuse hold‑harmless; limitation and cap

12.1 Misuse hold‑harmless. The Customer is solely responsible for the use and integration of the Software into its systems and for any Third Party to whom it grants access. The Customer releases and shall hold Jotelulu harmless from any claim, damage, loss, penalty or cost (including reasonable attorneys’ fees and expenses) arising out of: (a) improper, negligent, unlawful or unauthorized use of the Software; (b) integration, configuration or combination of the Software with the Customer’s or Third‑Party systems, code or data; or (c) the Customer’s breach of this EULA or applicable law.

12.2 Customer indemnification. The Customer shall indemnify Jotelulu against Third‑Party claims arising from the circumstances described in Section 12.1.

12.3 Limitation of liability. In no event shall Jotelulu be liable for indirect, incidental, special, exemplary or consequential damages (including loss of profits, loss of data, business interruption, loss of goodwill or cost of substitute goods/services), even if advised of the possibility thereof.

12.4 Cap. Jotelulu’s aggregate liability arising out of or related to the Software and this EULA shall not exceed the greater of: (a) the amounts actually paid by the Customer to Jotelulu for use of the Software in the twelve (12) months preceding the event giving rise to liability; or (b) EUR 1,000. These limitations shall not apply to the extent prohibited by applicable law.

13. Third‑Party infringement

13.1 If a Third Party asserts that the Software, in the form supplied by Jotelulu and used in accordance with this EULA, infringes such Third Party’s intellectual property rights, Jotelulu may, at its discretion and expense: (i) modify or replace the Software to avoid infringement; (ii) procure a license for continued use; or (iii) terminate the license for the affected Software and refund the Customer the pro‑rata portion of any prepaid amount for the unused Software. This section sets forth Jotelulu’s sole obligation regarding such claims.

13.2 The foregoing obligation does not apply to claims arising from: (a) use of the Software in combination with products, services or data not provided by Jotelulu; (b) unauthorized modifications; (c) breach of this EULA; or (d) specifications or instructions provided by the Customer.

14. Termination

14.1 This EULA remains in effect while the Customer maintains an active contractual relationship with Jotelulu for Jotelulu Services, unless terminated earlier in accordance with this section.

14.2 Jotelulu may suspend or terminate the license immediately if the Customer materially breaches this EULA, including non‑payment under the Services Agreement or unauthorized use of the Software.

14.3 Effect. Upon termination, the Customer shall cease all use of the Software and uninstall and destroy all copies in its possession or control, and shall certify such destruction in writing upon Jotelulu’s request. Sections 4, 5.2–5.3, 6–9, 11–13, 14.3, 15–21 shall survive termination.

15. License changes and future versions

15.1 Jotelulu may release new versions of the Software under different terms. Changes shall not apply retroactively to previously delivered versions, but use of new versions shall be subject to the then‑current terms.

16. Assignment

16.1 The Customer shall not assign this EULA or any rights/licenses hereunder, in whole or in part, without Jotelulu’s prior written consent. Any assignment in violation of the foregoing shall be null and void.

16.2 Jotelulu may assign this EULA (or any rights/obligations) to an affiliate, successor or acquirer of its business upon notice to the Customer.

17. Publicity and benchmarking

17.1 The Customer shall not make public announcements, press releases or publish comparative benchmarking regarding the Software without Jotelulu’s prior written consent, except as permitted by applicable law.

18. Force majeure

18.1 Neither party shall be liable for delays or failures due to causes beyond its reasonable control (e.g., natural disasters, labor disputes, failure of essential service providers, cyberattacks, pandemics, governmental acts).

19. Notices

19.1 Notices to Jotelulu shall be addressed to the domicile and email designated by Jotelulu on its website or in the Services Agreement. Notices to the Customer may be sent to the Customer’s representative or to the contact address associated with the Customer’s account.

20. Governing law and jurisdiction

20.1 This EULA shall be governed by Spanish law.20.2 The parties submit, with express waiver of any other jurisdiction, to the exclusive jurisdiction of the courts of Madrid (capital), Spain for any dispute arising out of or related to this EULA, except where mandatory law provides otherwise.

21. Miscellaneous

21.1 Relationship of the parties. The parties are independent contractors; this EULA does not create any agency, franchise, joint venture or employment relationship.

21.2 Entire agreement. This EULA, together with the Services Agreement and any express annexes, constitutes the entire agreement regarding the Software and supersedes prior agreements on the same subject matter.

21.3 Severability. If any provision is held invalid or unenforceable, it shall be interpreted to reflect the original intent to the maximum extent permitted; the remaining provisions shall remain in full force and effect.

21.4 Waiver. Failure or delay in exercising any right shall not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

21.5 Amendments. Any amendment to this EULA must be in writing and signed by an authorized representative of Jotelulu, except as provided in Section 15.

21.6 Language. Jotelulu may provide translations of this EULA. In the event of any discrepancy, the Spanish version shall prevail where the Customer is domiciled in Spain or where Spain is the chosen jurisdiction; otherwise, the English version may be agreed to prevail in the Services Agreement.

21.7 Acceptance. Installation, copying or use of the Software by the Customer constitutes full acceptance of this EULA.

22. Contact

For any questions regarding this EULA or to request additional permissions, please contact [email protected] or your account representative.

Annex A – Third‑party notices (if applicable)

Third‑party licenses and notices incorporated into the Software will be included here or in the THIRD_PARTY_NOTICES file, as applicable.

END OF DOCUMENT