End User Licence Agreement

Agreement

End User Licence Agreement (EULA)

By installing, accessing, or using the Software and Data, Licensee agrees to the terms of this EULA. If Licensee does not agree, Licensee may not use the Software and Data.

1. License grant

1.1 License. Subject to this Agreement, Vida Soft grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for internal operations and operations with its contractors during the subscription Term.

1.2 Permitted Use. Licensee may:

• Access the platform using designated user accounts provided by Vida Soft, or through Licensee-created accounts with role-based permissions.
• Generate reports, analytics, and operational insights from the Data.
• Export outputs in supported formats for unlimited use.

1.3 Evaluation Use. If Licensee is using the Software and Data under a pilot, trial, or evaluation agreement, use is limited to evaluation purposes only and may not be used in production use or for commercial resale. Production Use is any use of the Software and Data in live or operational environments, for commercial or revenue-generating purposes, or in a manner intended to replicate or substitute for Vida Soft’s products or services.

1.4 Reservation of Rights. All rights not expressly granted are reserved by Vida Soft.

1.5 Acceptance. The Software may present this EULA for acceptance during first login or account creation. Licensee represents that any accepting user has authority to bind Licensee. Vida Soft may maintain acceptance logs as evidence of assent.

2. Restrictions

Licensee shall not:

• Copy, distribute, or create derivative works of the Software.
• Reverse engineer, decompile, or disassemble the Software.
• Rent, lease, lend, sublicense, or host the Software for third parties other than as per this EULA.
• Circumvent license controls or security mechanisms.
• Use the Software or Data in violation of applicable law.

3. Intellectual property rights

3.1 The Software, platform, underlying AI models, and all associated intellectual property are owned by Vida Soft and its licensors.

3.2 This Agreement does not convey ownership, Licensee receives only the license granted herein.

3.3 Vida Soft trademarks and service marks may not be used without prior written consent.

4. Data use

4.1 Licensee may use generated outputs and data (tree inventory, metrics, analyses) for planning and management without limitation.

4.2 Licensee is responsible for compliance with privacy and data protection laws when handling exported data.

4.3 Use for Model Training and Analytics.

• Definitions. “Licensee Data” means data and content uploaded or provided by Licensee to the Software and Data, including outputs generated specifically for Licensee. “Usage Data” means de-identified technical logs and telemetry about use of the Software and Data.
• Model Training. Vida Soft will not use Licensee Data for machine learning model training or research unless Licensee gives express written consent (email sufficient) which Licensee may revoke at any time. Revocation will not affect models already trained but Vida Soft will cease any further training on Licensee Data.
• Privacy Safeguards. If Licensee consents, Vida Soft will apply appropriate de-identification and/or pseudonymization measures so that personal data and precise geolocation are not used in a way that identifies a natural person, and will process personal data in accordance with the Data Processing Addendum (DPA) and applicable law (including GDPR where applicable).
• Aggregates and Telemetry. Vida Soft may use Usage Data and aggregated, de-identified statistics to operate, secure, and improve the Software and Data, provided such information does not identify Licensee or any natural person.
• Marketing and Publication. Vida Soft may only use Licensee’s name, marks, or specific project details for marketing or publication with Licensee’s prior written approval.

4.4 The Software may interoperate with or provide access to third-party services, including but not limited to mapping APIs, cloud storage, and analytics tools. Use of such third-party services is subject to their own terms and privacy policies, and Vida Soft makes no representations or warranties with respect to such services. Vida Soft disclaims any responsibility or liability for the availability, security, or performance of third-party services, and Licensee’s use of such services is at Licensee’s own risk.

4.5 Data Export on Termination. For 60 days after termination or expiry (“Export Period”), Licensee may export its Licensee Data and outputs using available in-product tools at no additional charge. If Licensee requires Vida Soft’s assistance beyond standard tools, Vida Soft will provide commercially reasonable assistance at its then-current professional services rates, subject to a written SOW.

4.6 Deletion. Except where law requires longer retention, Vida Soft will delete Licensee Data from active systems within 30 days after the Export Period and from backups within 90 days thereafter in accordance with standard backup cycles. Vida Soft may retain aggregated and de-identified data that does not identify Licensee or any natural person.

5. Installation and copies

5.1 Access is cloud-based, no local installation is required unless expressly authorized.

5.2 Licensee may make one backup copy of any locally delivered software components, solely for archival purposes.

5.3 Separation of component parts is not permitted, all modules are licensed as a single product.

6. Updates and upgrades

6.1 Vida Soft may provide updates, enhancements, or modifications. Such updates form part of the Software and remain subject to this EULA.

6.2 If an upgrade replaces an earlier version, the earlier version must be discontinued.

6.3 Vida Soft will not materially reduce the core functionality of the Software without Licensee’s prior consent.

7. Support services

7.1 Vida Soft will provide support via email and designated contacts.

7.2 Any supplemental software provided as part of support remains licensed under this Agreement.

7.3 Vida Soft may use technical data collected during support to improve products, subject to confidentiality.

7.4 Security, Availability, and Backups. Vida Soft implements administrative, technical, and physical safeguards designed to protect Licensee Data, including encryption in transit and at rest. Vida Soft targets monthly uptime of 99.9% excluding scheduled maintenance and events of force majeure. Backups are performed at least daily and retained for not less than 30 days. Further details may be provided in Vida Soft’s security documentation or a separate Service Level Agreement (SLA) upon request.

8. Confidentiality

Both parties agree to maintain confidentiality of non-public information, including technical specifications, methodologies, or business terms, and not disclose such information to third parties except as required by law.

9. Warranty and disclaimers

9.1 Limited Warranty. Vida Soft warrants that the Software will perform substantially in accordance with its documentation during the Term.

9.2 Exclusions. This warranty does not cover failures caused by misuse, accident, modifications, or external systems and does not cover a guarantee for the accuracy and completeness of data other than explicitly agreed in writing.

9.3 Disclaimer. Except as expressly stated, the Software and Data are provided “as is” without any warranties, express or implied, including merchantability, fitness for purpose, accuracy, or non-infringement.

10. Limitation of liability

10.1 To the maximum extent permitted by law, Vida Soft is not liable for indirect, incidental, special, or consequential damages, including loss of profits, revenues, or data.

10.2 Vida Soft’s total liability under this Agreement shall not exceed the amount paid by Licensee for the Software during the Term.

11. Termination

11.1 Suspension.

• Grounds. Vida Soft may suspend or limit access only if: (i) undisputed fees are more than 30 days past due, (ii) Licensee materially violates this Agreement or an acceptable use policy, or (iii) Vida Soft reasonably determines suspension is needed to address a security risk, prevent harm to the platform, or avoid material adverse impact on other users.
• Notice and Cure. Where practicable (and except for emergency security suspensions), Vida Soft will provide at least 5 days’ prior notice identifying the basis for suspension and an opportunity to cure.
• Reinstatement. Vida Soft will promptly reinstate access upon cure or mitigation of the issue. The Parties will cooperate in good faith to prevent recurrence.
• Fees During Suspension. Fees continue to accrue during a suspension caused by Licensee’s uncured breach or non-payment. For suspensions not caused by Licensee’s breach (for example an emergency security suspension later determined unwarranted), Licensee will be entitled to a pro-rata credit for the affected period.

12. Transfer and assignment

12.1 Licensee may not assign, transfer, or sublicense this Agreement without Vida Soft’s prior written consent.

12.2 Any attempted transfer without consent shall be void.

13. Export compliance

The Software and Data may be subject to export laws, sanctions, and regulations. Licensee agrees to comply with all applicable export, import, and sanctions control laws, including restrictions issued by Singapore, the United States, and other jurisdictions.

14. Government use

If the Licensee is a government entity, the Software and Data are provided with restricted rights and subject to applicable procurement regulations.

15. Force majeure

Neither party shall be liable for failure to perform caused by events beyond reasonable control, including natural disasters, strikes, acts of government, or internet outages.

16. Governing law and disputes

16.1 Public Sector Exception. If Licensee is a governmental entity and applicable law or policy requires a different choice of law and/or venue, the Parties may agree in writing to a jurisdiction acceptable to both Parties. This Section will be deemed modified accordingly.

16.2 General Rule. This Agreement is governed by the laws of Singapore, without regard to conflict-of-law principles. Disputes shall be resolved exclusively by the courts of Singapore.

17. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect.

18. Amendments and waivers

18.1 This Agreement may only be amended in writing signed by authorized representatives of both parties.

18.2 No waiver of any breach shall be deemed a waiver of future breaches.

19. Entire agreement

This Agreement constitutes the entire agreement between Vida Soft and Licensee regarding the Software and Data and supersedes all prior agreements relating thereto.

Vida Soft Ltd. | EULA v1.6.1 | October 2025