Version 1.0, May 2026
This Commercial License Agreement (the "Agreement") is entered into between:
ScaiLabs B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42030699, with registered office at Smedestraat 2, 6411 CR Heerlen, the Netherlands (the "Licensor" or "ScaiLabs");
and
the legal entity identified in the applicable Order Form (the "Customer").
ScaiLabs and Customer are each a "Party" and together the "Parties." This Agreement governs Customer's use of ScaiLabs Software under a commercial license that supersedes the ScaiLabs Community License with respect to such use.
1. Definitions#
1.1 "Software" means the ScaiLabs software identified in the applicable Order Form, including, where provided, source code, object code, command-line tools, libraries, container images, configuration, and accompanying Documentation.
1.2 "Order Form" means a written or electronic ordering document signed or accepted by both Parties that references this Agreement and identifies the Software, License Metric, fees, and Subscription Term.
1.3 "Documentation" means the official ScaiLabs technical documentation accompanying the Software.
1.4 "License Metric" means the unit of measurement specified in the Order Form against which licensed quantities are counted (for example: per deployment, per tenant, per Authorized User, per CPU core, per inference instance, or per environment).
1.5 "Authorized User" means an employee, contractor, or Affiliate of Customer authorized by Customer to access and use the Software on Customer's behalf.
1.6 "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
1.7 "Subscription Term" means the period during which Customer is licensed to use the Software, as specified in the applicable Order Form.
1.8 "Competing Service" has the meaning given in the ScaiLabs Community License.
2. License Grant#
2.1 Subject to Customer's continuous payment of all applicable fees and compliance with this Agreement, ScaiLabs grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to install, deploy, run, and use the Software for Customer's internal business purposes, in accordance with the License Metric, quantity, and any deployment scope specified in the Order Form.
2.2 Where the Order Form so specifies, Customer is additionally permitted to:
(a) make the Software available to Customer's end users as a component of Customer's own products or services, provided that such offerings do not constitute a Competing Service to ScaiLabs' commercial products;
(b) modify the Software for Customer's internal use; and
(c) operate the Software in production, staging, and development environments as specified.
2.3 Where source code access is included, it is granted solely for purposes of internal review, customization, and debugging. Source code access does not authorize redistribution of source code outside Customer's organization.
3. Restrictions#
Customer shall not, and shall not permit any third party to:
(a) Distribute, sublicense, lease, sell, rent, or otherwise transfer the Software to any third party except as expressly permitted in the Order Form;
(b) Make the Software, or substantial portions thereof, available as a Competing Service;
(c) Reverse engineer, decompile, or disassemble the object code of the Software, except to the extent expressly permitted by mandatory applicable law and only after first giving ScaiLabs written notice and a reasonable opportunity to provide the relevant interoperability information;
(d) Remove or alter any proprietary notices, trademarks, attribution, or labels;
(e) Use the Software in violation of applicable law, including export control, sanctions, anti-corruption, and data protection law;
(f) Exceed the License Metric quantities purchased without first acquiring additional licenses;
(g) Disclose results of any benchmark, performance test, or competitive evaluation of the Software to third parties without ScaiLabs' prior written consent.
4. Fees and Payment#
4.1 Customer shall pay the fees specified in the Order Form. All fees are exclusive of VAT and other applicable taxes, levies, and duties, which shall be borne by Customer.
4.2 Invoices are payable within thirty (30) days of the invoice date unless otherwise stated on the Order Form. Overdue amounts accrue interest at the Dutch statutory commercial interest rate (wettelijke handelsrente) under Article 6:119a of the Dutch Civil Code, without further notice being required.
4.3 Fees are non-refundable except as expressly stated in this Agreement.
4.4 ScaiLabs may increase fees for renewal Subscription Terms by giving Customer at least sixty (60) days' written notice prior to the renewal date.
5. Term and Termination#
5.1 This Agreement commences on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.
5.2 Each Order Form has the Subscription Term specified therein and renews automatically for successive periods of equal length unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
5.3 Either Party may terminate this Agreement or any Order Form for material breach by the other Party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail.
5.4 ScaiLabs may suspend access to the Software immediately upon written notice if Customer fails to pay undisputed amounts when due, or breaches Section 3 (Restrictions) or Section 7 (Confidentiality).
5.5 Upon expiration or termination, Customer shall cease all use of the Software, destroy or return all copies in its possession or control, and certify such destruction in writing on ScaiLabs' request. Sections 6, 7, 8, 9, 10, 11, and 13 survive termination.
6. Intellectual Property#
As between the Parties, ScaiLabs and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to Customer other than as expressly stated in this Agreement. Customer hereby grants ScaiLabs a perpetual, irrevocable, worldwide, royalty-free license to use, without restriction, any feedback, suggestions, or improvement requests provided by Customer.
7. Confidentiality#
7.1 Each Party shall protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care. Confidential Information may be used solely for purposes of performing under this Agreement.
7.2 The Software (including its source code, where provided), pricing, License Metrics, and the contents of any Order Form are Confidential Information of ScaiLabs.
7.3 Confidentiality obligations do not apply to information that is or becomes publicly available without breach, was known to the receiving Party prior to disclosure, is independently developed without use of the disclosing Party's Confidential Information, or is required to be disclosed by law (provided the receiving Party gives prompt notice where legally permitted).
8. Warranties#
8.1 ScaiLabs warrants that, for ninety (90) days following delivery of each version of the Software, the Software will perform substantially in accordance with the Documentation. Customer's exclusive remedy and ScaiLabs' sole obligation for breach of this warranty is, at ScaiLabs' option, to repair or replace the Software, or, if neither is commercially reasonable, to terminate the affected Order Form and refund the unused, prepaid portion of fees paid for the affected Software.
8.2 EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCAILABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
8.3 The Software incorporates artificial intelligence and machine learning components. ScaiLabs does not warrant the accuracy, completeness, or suitability of any output generated by such components for any particular purpose. Customer is solely responsible for evaluating the fitness of any such output for its intended use, including in regulated, high-risk, or safety-critical contexts.
9. Indemnification#
9.1 ScaiLabs shall defend Customer against any third-party claim that the unmodified Software, used in accordance with this Agreement, infringes a third-party copyright, registered trademark, or trade secret enforceable in the European Union, and shall pay damages finally awarded against Customer or agreed in settlement by ScaiLabs, provided Customer (a) promptly notifies ScaiLabs in writing of the claim, (b) gives ScaiLabs sole control of the defense and settlement, and (c) provides reasonable cooperation at ScaiLabs' expense.
9.2 ScaiLabs has no obligation under Section 9.1 for claims arising from: (a) modification of the Software not authorized by ScaiLabs; (b) combination of the Software with materials, data, or services not provided by ScaiLabs; (c) use of a non-current version where the claim could have been avoided by use of a current version made available by ScaiLabs; (d) use outside the scope of this Agreement or the applicable Order Form; or (e) third-party content, models, or datasets supplied or selected by Customer.
9.3 If the Software becomes, or in ScaiLabs' opinion is likely to become, the subject of an infringement claim, ScaiLabs may at its option: (a) procure for Customer the right to continue use, (b) modify the Software to be non-infringing while preserving substantially equivalent functionality, (c) replace it with substantially equivalent non-infringing software, or (d) terminate the affected license and refund any unused, prepaid fees.
9.4 The remedies in this Section 9 are Customer's exclusive remedies for any third-party intellectual property infringement claim relating to the Software.
10. Limitation of Liability#
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 The limitations in Sections 10.1 and 10.2 do not apply to: (a) Customer's breach of Section 3 (Restrictions); (b) either Party's breach of Section 7 (Confidentiality); (c) Customer's payment obligations; (d) ScaiLabs' indemnification obligations under Section 9; or (e) liability that cannot be excluded or limited under applicable mandatory law (including liability for willful misconduct or gross negligence within the meaning of Dutch law).
11. Data Protection#
Where Customer's use of the Software involves processing of personal data for which ScaiLabs acts as a processor on behalf of Customer, the Parties shall enter into a data processing agreement compliant with Article 28 of Regulation (EU) 2016/679 (the "GDPR"). ScaiLabs maintains appropriate technical and organizational measures consistent with its sovereign-AI commitments, including EU-jurisdiction data residency where contractually agreed.
12. Export Control and Sanctions#
Customer shall comply with all applicable EU, Dutch, and other export control and sanctions laws. Customer represents and warrants that it is not located in, and will not provide access to the Software to entities or individuals located in or controlled by, any jurisdiction or party subject to comprehensive EU or UN sanctions.
13. General Provisions#
13.1 Governing Law. This Agreement is governed by the laws of the Netherlands, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
13.2 Jurisdiction. The competent court in Limburg, the Netherlands has exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, without prejudice to either Party's right to seek injunctive or equitable relief in any court of competent jurisdiction.
13.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, such consent not to be unreasonably withheld, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, on written notice.
13.4 Force Majeure. Neither Party shall be liable for any failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility outages, and pandemics.
13.5 Entire Agreement. This Agreement, together with all Order Forms and any data processing agreement executed by the Parties, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements. Pre-printed terms on Customer purchase orders or similar documents are of no force or effect, regardless of any acceptance or signature by ScaiLabs.
13.6 Amendments. Amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.
13.7 Notices. Notices shall be given in writing to the addresses on the Order Form, by registered mail, recognized international courier, or email with confirmation of receipt.
13.8 Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.
13.9 Severability. If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
For commercial licensing inquiries: licensing@scailabs.ai