EULA

Innoslate End-User License Agreement (EULA) and Terms and Conditions

This End User License Agreement (EULA) is between Customer (“You” or “Licensee”) and SPEC Innovations, the owner (“Licensor” or “SPEC Innovations”) of Innoslate and Sopatra software (“Software”).

Definitions

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration, or other consulting services.

"Subscription Service" means all of our web-based software solutions that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via a designated URL or an Innoslate Enterprise license file.

License Grant

Licensor hereby grants you a personal, non-transferable, non-exclusive license to use the Software on your devices in accordance with the terms of this EULA. You are permitted to load the Software on devices (for example a server, PC, laptop, mobile, tablet, or the cloud) under your control. You are responsible for ensuring your device meets the minimum requirements of the Software.

Use Restrictions.

You are not permitted to:

• Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software application, nor decompile, disassemble or reverse engineer the Software or attempt to do any of the foregoing.

• Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose.

• Allow any third party to use the Software on behalf of or for the benefit of any third party.

• Use the Software in any way which breaches any applicable local, national or international law.

Terms and Conditions.

This EULA is a legal agreement between You and Licensor. Please read this EULA carefully before completing the installation process and using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers.

This EULA governs your acquisition and use of the Software from SPEC Innovations. If you register for a free trial of the Software, this EULA will also govern that trial and contains the entire agreement between the parties. No writing or communication between the parties, including any purchase order or similar writing from You, shall be construed as the acceptance of any other terms by SPEC Innovations.

You agree that by clicking "accept" or installing and/or using the Software, you have accepted agreed to be bound by the terms and conditions of this EULA. If you do not or cannot agree to the terms of this EULA, do not attempt to download or use the Software.

If you are entering into this EULA on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions. This EULA applies only to the Software supplied by SPEC Innovations herewith regardless of whether any other application is referred to or described herein. The terms set forth in the EULA also apply to any SPEC Innovations updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

AI Functionality Disclaimer and User Obligations

The Software may incorporate features powered by artificial intelligence (“AI”), including large language models (LLMs), natural language processing, and image generation tools. By using these features, You acknowledge and agree to the following:

No Guarantee of Accuracy.

AI outputs are generated using probabilistic models and may include publicly available or third-party data. SPEC Innovations makes no warranty regarding the accuracy, completeness, reliability, legality, or fitness for purpose of any content or suggestion generated by the AI functionality.

User Responsibility.

You remain solely responsible for reviewing, validating, and interpreting all AI-generated outputs. You agree not to rely exclusively on AI-generated outputs for safety-critical, regulatory, or legally binding decisions without appropriate human review and oversight.

AI Settings and Administrator Control.

Use of external LLM features (including AI chat and image generation) can be configured by your organization’s Innoslate administrator via the Administrator Panel. For guidance, see AI API Key Configurations.

Note: Organizations operating under the “Sandbox Demo” or “Academic” account types have AI Chat and Image features enabled by default, and these features cannot be disabled by administrators in those environments.

Prohibited Uses.

You may not use AI features to upload, process, or expose data that is export-controlled, classified, sensitive, or subject to third-party confidentiality obligations without written authorization from SPEC Innovations. You also agree not to use AI-generated content for unlawful, discriminatory, or deceptive purposes.

Data Usage and Privacy

By using AI functionality, you grant SPEC Innovations a limited, non-exclusive license to use and process submitted data solely for the purpose of delivering the AI services. Data submitted to the AI will not be used to train or retrain AI models unless explicitly authorized in writing. For details on how data is handled, refer to our Privacy Policy.

Limitation of Liability Regarding AI generated inputs

To the maximum extent permitted by law, SPEC Innovations disclaims all liability for damages, losses, or legal claims arising from the use or misuse of AI-generated outputs, including reliance on such outputs for business, engineering, or operational decisions.

Intellectual Property and Ownership

SPEC Innovations shall at all times retain ownership of the Software as originally downloaded by You and all subsequent downloads, updates, and supplements of the Software by You. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of SPEC Innovations.

You acknowledge and agree that the Software is provided under license, and not sold, to You. You do not acquire any ownership interest in the Software under this EULA, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA.

SPEC Innovations reserves and shall retain the entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA. SPEC Innovations reserves all rights not expressly granted in this EULA. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give You any right to implement Licensor patents or other Licensor intellectual property in the device itself or in any other software or devices.

Termination

This EULA is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to SPEC Innovations.

The EULA will also terminate immediately if you fail to comply with any term of this EULA. Upon such termination, the license granted by this EULA will immediately terminate and You agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA.

Limited Warranty and Disclaimers

Performance Warranty.

SPEC Innovations warrants that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) SPEC Innovations will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the free account (Sandbox).

Correction of Non-Conformance.

In the event of non-conformance with the Performance Warranty, SPEC Innovations will use commercially reasonable efforts to correct such non-conformance. If SPEC Innovations cannot correct such non-conformance within sixty (60) days from the date when You notified SPEC Innovations of the non-conformity (the “Remedy Period”), then either party may terminate this EULA by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If You terminate this EULA for this reason, SPEC Innovations will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. Provided, however, SPEC Innovations will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by SPEC Innovations, (ii) modification of the Subscription Service by anyone other than SPEC Innovations, or modification of the Subscription Service by SPEC Innovations in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this EULA.

THE FOREGONG PERFORMANCE WARRANTY AND CORRECTION OF NONCONFORMANCE SECTIONS STATE THE ENTIRE LIABILITY OF SPEC INNOVATIONS AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR NONCONFORMANCE THEREUNDER.

Disclaimer of Warranties.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SPEC INNOVATIONS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES THAT MAY ARISE OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITATION, SPEC INNOVATIONS MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation Of Liability.

IN NO EVENT SHALL SPEC INNOVATIONS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Publicity.

You expressly grant to Licensor the right to add your name and company logo to Licensor’s customer list and website. You can opt-out of this by emailing marketing@specinnovations.com.

Customer Data Customer’s Proprietary Rights.

You own and retain all rights to your data in the Software. This EULA does not grant SPEC Innovations any ownership rights to your data. You grant permission to Licensor to use the data only as necessary to provide the Software to You and as otherwise permitted by this EULA. If You are using the Software on behalf of another party, then You represent and warrant that You have all sufficient and necessary rights and permissions to do so. SPEC Innovations will not use data stored in Innoslate or Sopatra to contact any individual or company except as You direct or otherwise permit. SPEC Innovations will use Customer Data only to provide the software to You and only as permitted by applicable law and this EULA

Miscellaneous:

Governing Law. This EULA shall be interpreted and construed in accordance with the laws of the Commonwealth of Virginia. Any and all claims, controversies, and causes of action arising out of or relating to this EULA, whether sounding in contract, tort, or statute, shall be governed by the laws of the Commonwealth of Virginia, including its statutes of limitations, without giving effect to any conflict-of-laws or other rule that would result in the application of the laws of a different jurisdiction.

Waiver.

No waiver by either Party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this EULA.

Severability.

If any provision of this EULA is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed and the remainder of this EULA shall continue in full force and effect.

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