Provider: Simularge Inc. (“Simularge”)

Customer: As identified in the applicable Pilot Proposal or Order Form.

1.      Purpose

These Terms & Conditions (“Terms”) govern Customer’s limited, evaluation-only use of Simularge’s software, services, and any related hardware during a time-limited pilot (“Pilot”). The Pilot is intended solely for internal testing and evaluation of Simularge’s solutions and does not constitute a commercial license or subscription.

2.      License & Use Restrictions

Simularge grants Customer a limited, non-exclusive, non-transferable license to use the software and services solely for the Pilot and internal evaluation.

Customer shall not, and shall not permit any third party to, copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the software, sublicense, rent, lease, lend, distribute, or use the solution beyond the Pilot scope.

All intellectual property remains the sole property of Simularge.

3.      Deployment Options

a)     On-Premise (Edge Server): All processing is performed locally. Customer Data remains on-site, unless optional telemetry/metrics are expressly shared with Simularge for support.

b)     Cloud (SaaS): Simularge hosts server-side components in its cloud environment. Customer provides machine connectivity through lightweight connectors.

Customer is responsible for providing access (e.g., PLC tags, LAN connectivity) and a safe working environment.

4.      Data & Privacy

Customer retains ownership of all Customer Data.

Simularge may process Customer Data only for providing Pilot services.

Unless otherwise agreed, Customer Data hosted by Simularge during a cloud Pilot will be deleted within 60 days after Pilot completion.

Simularge employs industry-standard security measures; Customer is responsible for local system/network security.

Pilots are not intended to involve personal data. If personal data is processed, a Data Processing Addendum (DPA) will be executed.

5.      Provider Structure & Subcontracting

The contracting party under these Terms is Simularge Inc., a U.S.-incorporated company. Certain operational or support tasks may be performed by its affiliate, Simularge Bilişim ve Mühendislik Teknolojileri A.Ş. (“Simularge A.Ş.”) in Türkiye, or by other qualified subcontractors where necessary (e.g., local installation, sensor mounting, or on-site maintenance). Notwithstanding any such delegation, Simularge Inc. remains solely responsible for all performance, compliance, and obligations under these Terms.

6.      Confidentiality

Each party shall protect the other’s Confidential Information with the same care as it uses to protect its own confidential information, and at least reasonable care. Confidential Information may be disclosed only to employees, affiliates, or subcontractors on a strict need-to-know basis, provided such recipients are bound by written confidentiality obligations at least as protective as those in these Terms. Each party remains responsible for any breach of confidentiality by its affiliates or subcontractors. Confidentiality obligations survive for five (5) years after Pilot completion (trade secrets: as long as legally protected).

7.      Fees & Payment

Fees, payment schedule, and any included hardware/services are specified in the Pilot Proposal or Order Form.

Unless otherwise stated: 50% upfront, 50% upon delivery of final Pilot report.

Taxes, duties, and other charges are Customer’s responsibility.

8.      Hardware (Loan & Return)

If Simularge provides hardware (e.g., edge server), title remains with Simularge.

Customer must return any loaned hardware within 14 days after Pilot completion.

If not returned, Simularge may invoice the Customer for replacement cost or deem the hardware purchased at list price.

Customer is responsible for reasonable care of loaned hardware.

9.      Warranties & Disclaimers

The Pilot is provided “AS IS”, with no warranties of performance, fitness for purpose, or merchantability.

AI Output Disclaimer: Customer acknowledges that AI outputs are probabilistic, not deterministic, and may be inaccurate, incomplete, or experimental. Simularge makes no guarantee of accuracy, fitness, or suitability of AI outputs for production decisions.

Customer is solely responsible for validating AI outputs and for any actions taken based on them.

10.   Service Levels (Support)

The Pilot does not include formal service levels.

Simularge will use commercially reasonable efforts to provide support and address issues during business hours, and critical issues as soon as practicable.

11.   Limitation of Liability

Neither party is liable for indirect, incidental, or consequential damages (including lost profits, downtime, or data loss).

Simularge’s total liability under these Terms is capped at the Pilot fees actually paid by Customer.

These limitations do not apply to (a) willful misconduct, (b) breach of confidentiality, or (c) Customer’s payment obligations.

12.   Indemnification

By Customer: Customer will defend and indemnify Simularge against third-party claims arising from (a) Customer’s breach of these Terms, (b) Customer’s misuse of third-party rights via data provided by Customer, or (c) Customer’s violation of law in connection with the Pilot.

By Simularge: Simularge will defend and indemnify Customer against third-party claims alleging that the Pilot software (when used as authorized and unmodified) infringes a third-party’s intellectual property right. This indemnity does not apply to claims arising from (i) use with Customer’s data, systems, or modifications not provided by Simularge, or (ii) continued use after notice of alleged infringement.

13.   Term & Termination

The Pilot runs for the period specified in the Proposal or Order Form.

Either party may terminate with written notice if the other materially breaches and fails to cure within 10 days.

Upon termination, Customer must cease use, return loaned hardware, and Simularge will disable access. Upon request, Simularge will delete any Customer Data under its control in accordance with §4.

14.   Feedback

Customer may provide feedback and suggestions. Simularge may use this feedback for product improvement on a royalty-free basis.

15.   Post-Pilot Options (Non-Binding)

At Pilot completion, Simularge may provide a commercial proposal tailored to Customer’s requirements. Customer may, at its sole discretion, consider or decline such options. This section creates no obligation for either party to proceed with a commercial deployment.

16.   Entire Agreement & Hierarchy

These Terms together with the Pilot Proposal/Order Form constitute the entire agreement governing the Pilot.

In case of conflict, the Pilot Proposal/Order Form prevails over these Terms.

17.   Force Majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, power or network outages. The affected party shall promptly notify the other and resume performance as soon as reasonably practicable.

18.   Governing Law

These Terms are governed by the laws of the State of Delaware, excluding conflicts-of-law principles. Disputes will be resolved exclusively in the courts of Delaware.