Terms and Conditions

AND LICENSE AGREEMENT

The following terms and conditions (the “Terms and Conditions”) apply to all use of Services provided by Treble Technologies ehf., a private limited liability company incorporated under the laws of Iceland, reg. no. 500919-0940 (“Treble”) to its customers (each a “Customer”). They shall govern all use of Treble’s Services, regardless of whether the purchase of Services takes place via Accepted Sales Quote, a Confirmation of Purchase, accepted by the Customer or if the Services are provided via Trial License. By signing an Accepted Sales Quote (electronically or manually), accepting a Confirmation of Purchase, accessing the API/SDK or requesting or accepting a Trial License, the Customer expressly agrees to be bound by this License Agreement and Terms and Conditions based on the Services purchased by the Customer. Such acceptance constitutes a legally binding agreement between the parties.

These Terms and Conditions form an integral part of the License Agreement entered into between Treble and its Customers.

Treble reserves the right to amend these Terms and Conditions. Amendments will be announced by e-mail to all Customers with thirty (30) days’ notice.

1. Definitions and interpretation

1.1. Unless otherwise expressly stated in these Terms and Conditions:

“Accepted Sales Quote” means an offer for provision of Services, provided by Treble and accepted and signed by the Customer.

“API (Application Programming Interface)” means a set of tools, protocols, and services that enable interaction with our software or Platform.

“Authorised Users” means those individuals designated by the Customer who are authorised by the Customer to use the Services and the Documentation as further described in Section 3 of these Terms and Conditions, in an Accepted Sales Quote or in a Confirmation of Purchase provided by Treble for online purchases undertaken by the Customer or by subsequent modifications.

“Business Day” means any day other than Saturday, Sunday or a public holiday in Iceland.

“Business Hours” means the hours of 09:00 to 17:00 UTC on a Business Day.

“Confirmation of Purchase” means a confirmation provided by Treble to the Customer, confirming the Customer’s purchase of Services via Treble’s online purchasing site.

“Compute Token” means a Platform currency used for metered or fixed price ad-hoc Services as requested by the Customer while using the Platform, as further described in Section 3 of these Terms and Conditions.

“Concurrency” means the maximum number of cloud compute tasks that can run simultaneously. Cloud Computing Tasks are counted as either the number of Graphical Processing Units (GPUs), or multiples of eight (8) virtual Central Processing Units (vCPUs) required to finish the task.

“Cloud Compute Task” means any cloud-based processing as further described in Section 3 of these Terms and Conditions and any processing required to provide ad-hoc Services as requested by the Customer while using the Platform.

“Customer Confidential Information” means:

(a) any information disclosed by or on behalf of the Customer to Treble at any time before the termination of the Agreement (whether disclosed in writing, e-mail, orally or otherwise) that at the time of disclosure:

i. was marked as “confidential”; or

ii. should have been reasonably understood by Treble to be confidential;

(b) the Customer Data, except to the extent it needs to be disclosed to third parties to enable or perform the Services; and

“Customer Data” means all data, works and materials supplied, uploaded to or stored on the Platform by the Customer and processed by Treble.

“Documentation” means the documentation detailing the functionalities of the Services, produced by Treble and delivered or made available by Treble to the Customer at https://docs.treble.tech/ from time to time.

“Fees” means the amount payable to Treble by the Customer as compensation for the Customer’s use of the Services.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, epidemics, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs).

“License” means a license granted by Treble for the use of the Services, specified in an Accepted Sales Quote or the Customer’s Confirmation of Purchase, and where the license can be used by any of the Authorised Users as further provided in these Terms and Conditions.

“License Agreement” or “Agreement” means an agreement entered into between Treble and the Customer by Customer’s signature on an Accepted Sales Quote or by Customer’s acceptance of a Confirmation of Purchase via Treble’s online purchasing site. The License Agreement includes, as appropriate, the Accepted Sales Quote, the Confirmation of Purchase, these Terms and Conditions, including any Schedules and exhibits hereto and any amendments to these Terms and Conditions from time to time.

"Maintenance Services" means the general maintenance of the Platform and Services, and the application of Updates and Upgrades.

“Permitted Purpose” means the Customer's use of the Platform solely for its internal business operations, systems and workflows, provided the use is Acceptable Use in accordance with section 8.

“Personal Data” has the meaning given to it in the Icelandic Act No. 90/2018 on Data Protection and the Processing of Personal Data and EU’s General Data Protection Regulation No. 2016/67.

“Platform” means the software platform managed by Treble and used by Treble to provide the Services from time to time.

“SDK (Software Development Kit)” means a tool, provided under the License Agreement, including but not limited to header files, APIs, simulators, the software object code provided by Treble and other materials labelled as part of the Treble SDK, which in turn is part of the Platform, made available to the Customer by Treble.

“Seat” means a specific connection to the Platform, allowing one Authorised User to use the Services during a certain period of time. References to Seats, shall include references to Viewer Seats.

“Services” means the services that Treble has agreed to provide to the Customer, in an Accepted Sales Quote or in a Confirmation of Purchase provided by Treble for online purchases undertaken by the Customer.

“Services Specification” means the Services as specified in Schedule 1 to these Terms and Conditions.

“Simulation Output” has the meaning given to it in section 6.8.

“Subscription” means the time-limited right granted to the Customer to access and use Treble’s Services, subject to this this License Agreement and Terms and Conditions. Each Subscription is valid for a defined Subscription Term.

“Subscription Plan” means the packaged Service plan(s) and the functionality and Services associated therewith.

“Subscription Term” means the time period during which Treble has agreed to provide, and the Customer has agreed to purchase the Services as specified in an Accepted Sales Quote or in a Confirmation of Purchase approved by the Customer via Treble’s online purchasing site, commencing in accordance with Section 2.1 and extended, as applicable, in accordance with Section 2.2.

“Support Services” means support subject to Schedule 2 to these Terms and Conditions, in relation to the use of, and the identification and resolution of errors in, the Services.

”Trial License” means a temporary, limited access provided for evaluating the Services, as further detailed in section 3.10.

“Viewer Seat” means a specific connection to the Platform, allowing a user a limited use of the Services during a certain period of time.

“Web App” means a browser-based software-as-a-service application, provided under the License Agreement, which enables users to run and analyze acoustical simulations.

1.2. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) That statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3. The section headings do not affect the interpretation of these Terms and Conditions.

1.4. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

2. Subscription Term

2.1. A License Agreement becomes effective when an Accepted Sales Quote is signed by the Customer (either manually or electronically) or when Confirmation of Purchase is accepted, as applicable. Subject to the termination provisions in section 17 of these Terms and Conditions (see section 18 for the effects of termination), Treble shall provide the Services to the Customer for the initial Subscription Term.

2.2. If a Subscription is not terminated before the end of the then-current Subscription Term, the Subscription shall then be automatically renewed and extended for the same duration as the previous Subscription Term. The Subscription Plan (along with any additional purchases, as applicable) upon renewal shall be the same as that in effect at the end of the preceding Subscription Term.

3. Services

3.1. Subject to the conclusion of the License Agreement, Treble grants to the Customer a non-exclusive, non-transferable right and license without the right to grant sub-licenses, to use the Services and Documentation as accounted for with the Compute Tokens acquired by the Customer, to permit Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Permitted Purpose.

3.2. The Customer may, from time to time during any Subscription Term, purchase an additional number of Seats, Compute Tokens, Concurrencies and other variables directly from Treble or via Treble’s online purchasing portal. Such additional purchases shall not modify or extend the then-current Subscription Term and shall be charged on a pro-rata basis for the remainder of that term.

3.3. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by Treble to the Customer under section 3.1 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Services;

(b) the Customer must not permit any other persons than Authorised Users to access or use the Services;

(d) the Customer must not make any alteration to the Platform.

(e) the Customers may not share, lease, sublicense, or expose API keys to third parties, directly or indirectly. Any unauthorized use, including using Treble’s API to provide backend services to a third-party application; and

(f) the Customer is prohibited from developing custom software applications or products based on Treble's Services for the purpose of leasing, reselling, or otherwise commercializing the resulting solution without first obtaining Treble's prior written consent and entering into a separate integration licence agreement, and subject to additional fees. Customers are strictly prohibited from using Treble's SDK, API, or any part of the Services to develop, distribute, or commercialize software that competes with, mimics, or integrates the core functionalities of the Platform without Treble’s prior written approval. Any attempt to modify, reverse engineer, decompile, or create derivative works based on Treble's SDK or API, directly or indirectly, is a material breach of this Agreement. Customers who have been provided with a valid integration license allowing them to integrate Treble’s SDK into their software must provide clear attribution to Treble Technologies. Any attempt to conceal, remove, or misrepresent Treble’s branding from its embedded components is strictly prohibited and will be considered an IP infringement.

3.4. Treble shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 5 pm to 9 am UTC time provided that Treble has used reasonable endeavours to give the Customer at least six (6) Business Days’ notice in advance; and

(b) unscheduled maintenance performed outside Normal Business Hours,

(c) unavailability attributable to (i) causes beyond Treble’s reasonable control, including any Force Majeure Event or the performance of any third party communications or internet service provider; inclusive of a party providing computational resources (ii) the Customer's failure to perform any obligation under the Agreement that affects the performance of the Services; (iii) any actions or omissions of the Customer, or any third party acting on its behalf, or to the Customer's or any third party's equipment, software or other technology that affects the performance of the Services; and/or (iv) suspension and termination of the Customer's right to use the Services in accordance with these Terms and Conditions.

3.5. The undertaking in section 3.4 shall not apply to any non-conformance which is caused by use of the Services contrary to Treble’s instructions, or modification or alteration of the Services by any party other than Treble or the Treble's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Treble will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in section 3.4.

3.6. Treble maintains robust security and operational standards, as demonstrated by our SOC2 compliance. Notwithstanding these measures and to the fullest extent permitted by law, Treble does not warrant that:

(a) The Customer's use of the Services will be uninterrupted or error-free;

(b) the Services, Documentation and/or the information or Simulation Output obtained by the Customer through the Services will meet the Customer's requirements;

(d) the Platform, Documentation, or Services will comply with any Heightened Cybersecurity Requirements beyond those established within our SOC2 framework.

3.7. Treble is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.8. Treble may suspend the provision of the Services if any amount due to be paid by the Customer to Treble in relation to the License Agreement is overdue, and Treble has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.

3.9. Modification, suspension or discontinuation of Services

(a) Treble reserves the right to modify, suspend or permanently discontinue the Services and/or Subscription Plans.

(b) Treble will provide advance notice of at least 30 days before discontinuing Services or Subscription Plans. However, in unforeseen circumstances (e.g. regulatory changes, security threats or force majeure events, Treble may discontinue Service immediately.

(c) If the Service is discontinued, Customer will receive a pro-rated refund of any prepaid Subscription fees for the remainder of the Subscription Term.

(d) If a Subscription Plan is discontinued, Customer may opt to modify its Subscription in accordance with section 9.5 or to terminate its Subscription and receive a pro-rated refund of any prepaid Subscription fees for the remainder of the Subscription Term.

(e) Treble is not liable for any loss or damages resulting from any modification, suspension or discontinuation of Services or Subscription Plans.

3.10. Trial License: If the Services are provided on a trial, evaluation or demonstration basis, then subject to the prospective Customers compliance with these terms and conditions, Treble grants a limited, non-exclusive, non-transferable, revocable license to use the Services and Documentation, solely for internal evaluation purposes to determine its suitability for a prospective Customer’s individual or organizational use and only for the duration of the trial period as specified by Treble. Trial Licenses may not be used for any commercial, academic, or production purposes, including but not limited to use in courses, research projects, or other activities involving third-party users or entities. Treble reserves the right to suspend or terminate Trial Licenses with immediate effect in case of misuse or non-compliance with these terms.

4. Customer’s Obligations

4.1. Each Authorised User shall keep their password and other authentication credentials for the Platform strictly confidential.

4.2. Each Authorised User is responsible for their account and is strictly prohibited from sharing access or credentials with any unauthorized third party. The Treble license is assigned to named users and is personal, non-transferable, and non-floating. Once a Seat has been assigned to an Authorised User, that Seat cannot be assigned to a different Authorised User for a period of thirty (30) days. In addition, Seats may not be purchased or activated using generic email addresses (e.g., contact@treble.tech).

4.3. The Customer shall use reasonable endeavors, including implementing appropriate security measures, to prevent unauthorized access to the Services through any Authorised User account.

4.4. The Customer shall:

(a) Provide Treble with all necessary cooperation and access to information required to perform its obligations under this Agreement;

(b) Comply with all applicable laws and regulations in connection with its activities under this License Agreement and Terms and Conditions;

(c) Timely perform all other obligations set forth in these Terms and Conditions. In the event of delays in providing agreed assistance, Treble may adjust the agreed timetable or delivery schedule as reasonably necessary;

(d) Ensure that only Authorised Users use the Services and Documentation and that all Authorised Users use the Services and Documentation in compliance with this License Agreement and Terms and Conditions and be fully responsible for any breaches thereof;

(e) Obtain and maintain all necessary licenses, consents, and permissions required for Treble, its contractors, and agents to perform their obligations under these Terms and Conditions;

(f) Ensure that its network and systems conform to the technical specifications provided by Treble from time to time; and

(g) Be solely responsible, to the extent permitted by law, for procuring, maintaining, and securing its network connections and telecommunications links from its systems to Treble’s data centers, and for any issues or losses arising therefrom.

4.5. Subject to the limitations set forth in Chapter 6, the Customer shall own all right, title, and interest in and to all Customer Data (excluding personal data) and shall be solely responsible for its legality, reliability, integrity, accuracy, and quality.

4.6. The Customer must not use the Services in any manner that causes damage to the Services or Platform or that impairs their availability or accessibility.

4.7. The Customer must not use the Services:

(a) In any way that is unlawful, illegal, fraudulent, or harmful; or

(b) In connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

4.8. If the Customer fails to comply with its obligations under section 4, Treble may, in accordance with section 17.2, (i) terminate the License Agreement including the License granted herein with immediate effect (with the Customer remaining liable for all amounts due to Treble) and/or (iii) restrict the Customer’s access to the Services and Documentation.

4.9. For clarity, the Customer shall not have any right to access the software code (including object, intermediate, or source code) of the Platform, either during or after the Term.

5. Support Services

5.1. Subject to Schedule 2, Treble shall provide the Support Services to the Customer during the Subscription Term.

5.2. Treble shall make available to the Customer support inquiry channels during Business Hours in accordance with Treble’s standard customer support services policy described in Schedule 2.

5.3. Treble shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Treble's industry.

5.4. Treble shall respond in accordance with Schedule 2 to all requests for Support Services made by the Customer through the support inquiry channels described in Schedule 2.

5.5. The Customer shall commit appropriate resources to the provision of Support Services.

5.6. If any amount due to be paid by the Customer to Treble under the License Agreement is overdue Treble may suspend the provision of the Support Services, provided that Treble has given to the Customer at least ten (10) days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Customer Data

6.1. The Customer hereby grants to Treble a non-exclusive, perpetual license to:

(a) copy, reproduce, store, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Treble's obligations and the exercise of Treble's rights under these Terms and Conditions, and

(b) to the extent Treble in its discretion may find suitable to develop and maintain the Platform, copy, reproduce, store, adapt, edit and translate the Customer Data, provided that any Customer Data is at any time fully anonymized.

6.2. Such licenses include the right for Treble to sub-license these rights to, i.e., its hosting, connectivity and telecommunications service providers to the extent required for the performance of Treble's obligations and the exercise of Treble's rights under these Terms and Conditions. Treble may use anonymized Customer Data to improve and train its machine learning models, as part of enhancing the Platform's capabilities. Treble will ensure that no personally identifiable information (PII) is used in this process and will not sell or share this data with third parties. The Customer understands and agrees that Treble may use aggregated data for these purposes, provided it remains fully anonymized.

6.3. Data Use Warranty and Storage Limits

(a) The Customer warrants to Treble that Treble’s use of the Customer Data in accordance with these Terms and Conditions will not:

i. breach any law, statute, or regulation;

ii. infringe the Intellectual Property Rights or other legal rights of any person; or

iii. give rise to any cause of action against Treble, in any jurisdiction.,

The Customer shall defend and indemnify Treble against any third party claim, suit or proceeding arising out of, related to, or alleging infringement or violation of a copyright, trademark, trade secret, privacy, or confidentiality right by written material, images, logos, or other content uploaded to the Platform or created using the Services through the Customer’s account. The limitations set out in section 15 do not apply to this section.

(b) Treble may store Customer Data indefinitely (“forever”), subject to applicable laws. Notwithstanding the foregoing, free storage is provided up to a limit of 1TB per Customer. If the Customer’s data exceeds this 1TB threshold, Treble will notify the Customer, and additional storage fees will apply per the current pricing schedule. Treble reserves the right to monitor storage usage and impose fees or other measures if the free storage limit is surpassed.

(c) Upon termination or expiration of the License Agreement, Treble will retain Customer Data, in accordance with applicable law, or for the duration set out below in the following order of precedence:

i. as expressly agreed between Treble and the Customer; or

ii. if no agreement under item i. above exists, for the period specified in the Subscription Plan in effect immediately prior to the termination or expiration of the Licence Agreement; or

iii. if neither of the above applies, for one year,

to allow the Customer to extract or migrate their data, as further clarified in section 18.4.

6.4. Treble shall create a backup copy of the Customer Data at least daily to ensure that the Services can be restored to the state they were in at the time of the backup. Each backup will be securely stored for a minimum period of 10 days. If a Customer’s data exceeds reasonable storage expectations (e.g., over 500GB), Treble may review the storage needs and adjust pricing or limit further uploads until additional storage is purchased. Treble will employ industry-standard security measures, including encryption and restricted access, to protect Customer Data.

6.5. Following any event that erases or corrupts Customer Data, Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in the most recent back-up copy created and stored by Treble in accordance with section 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration. Security and Data Privacy: Treble will take all reasonable security measures to protect Customer Data from unauthorized access, including encryption, secure storage, and restricted access protocols. Any Customer Data that is backed up will be stored securely for a minimum of 10 days, after which Treble will ensure its secure deletion or continued storage based on the Customer’s preferences.

6.6. Treble may, with anonymized Customer Data, conduct analysis, develop new features, and enhance machine learning models to improve the Platform. No personally identifiable data will be shared or sold to third parties. By continuing to use the services, the Customer grants Treble permission to use such anonymized data for internal research, product development, and system improvement purposes.

6.7. Data Deletion: The Customer may request the deletion of their data, and Treble will comply with such requests, provided it adheres to applicable data protection laws. Data may not be deleted if it is required for legal reasons, and in such cases, Treble will notify the Customer of the need for retention.

6.8. Restrictions on disclosure of any Simulation Outputs and SDK-Derived data: Save as set out in section 6.9 below, the Customer acknowledges and agrees that any output, including but not limited to simulations, data, results, reports, or other works generated through use of the Platform’s simulation functionality, modelling tools, or Treble’s SDK ("Simulation Output") are intended solely for the Permitted Purpose under this License agreement and Terms and Conditions. The Customer shall not disclose, distribute, sublicense, publish, or otherwise make available any Simulation Outputs or SDK data to any third party, including without limitation affiliates, consultants, partners, or clients, without the prior written consent of Treble. Any breach of this section 6.8 shall constitute a material breach of these Terms and Conditions and may result in immediate suspension or termination of the Customer’s access to the Services, without prejudice to any other remedies available to Treble by law, including damages of any kind.

6.9. The restriction set out in section 6.8 above, does not apply to simulation results or reports generated and shared via Treble’s web interface for the purpose of communicating with clients, collaborators or internal stakeholders, provided such sharing remains within the Permitted Purpose.

7. Intellectual Property Rights

7.1. All Intellectual Property Rights embedded in the Platform, the Service and their content, features and functionality, such as copyrights, patents, trademarks, knowhow and trade secrets, are and will remain the exclusive intellectual property of Treble and its licensors. For the avoidance of doubt, Customer output such as reports, documentation, deliverables and other material generated on basis of Customer Data in accordance with these Terms and Conditions and derived from use of the Platform and the Services by the Customer shall be the exclusive intellectual property of Customer.

7.2. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Treble to the Customer.

8. Acceptable Use

8.1. This section applies only to Services provided via the Web App unless otherwise stated and is intended to ensure the reliable and equitable performance of the Services provided by Treble. This section applies to all Subscription Plans, including those marketed as offering “unlimited” access.

8.2. Treble provides cloud-based simulation services intended for standard, good-faith usage as reasonably expected within the context of typical individual or organizational simulation workflows. “Acceptable Use” shall exclude usage that:

(a) materially exceeds the average usage patterns of similarly situated Users, typically defined as exceeding ten (10) times the average computational load or GPU usage over a rolling 30-day period;

(b) is conducted through automated scripts, bots, or other non-standard interactions that bypass intended user workflows;

(c) degrades the performance or availability of the Services for other Users (this paragraph applies to both the Web App and SDK);

(d) involves attempts to circumvent technical limitations, metering, or monitoring systems implemented by Treble (this paragraph applies to both the Web App and SDK).

8.3. Treble reserves the right to monitor usage patterns and enforce this section 8 on Acceptable Use. In cases where usage is determined, at Treble’s sole discretion, to constitute excessive or unfair usage, Treble may take one or more of the following actions:

(a) notify the Customer and/or the User of the breach and provide an opportunity to adjust usage;

(b) apply temporary usage limits or throttling;

(d) suspend or terminate the Customer’s and/or the User’s access to the Services with immediate effect in accordance with section 17.2.

8.4. Any failure to enforce this section 8 on Acceptable Use in any specific instance shall not constitute a waiver of Treble’s rights in any other case or for any future violation. This section applies both to Customers using the Web App and the SDK.

9. Fees

9.1. The Customer shall pay to Treble the Fees specified in an Accepted Sales Quote, a Confirmation of Purchase approved by the Customer via Treble’s online purchasing site or such amounts as may be agreed in writing by the parties from time to time. Unless otherwise agreed in writing, the Fees for a renewal of a Subscription Plan or for any additional subscription purchased by the Customer shall be according to the price(s) specified in Treble’s price schedule from time to time.

9.2. Treble shall obtain the Customer's (or as the case may be, Authorised User’s) consent before performing metered Services that result in any estimate of Fees given to the Customer being exceeded, or any budget for Fees for such metered Services agreed by the parties, being exceeded.

9.3. All amounts stated in or in relation to the License Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes (VAT), which will be added to those amounts and payable by the Customer to Treble.

9.4. Treble may elect to vary the Fees and any element of the Fees by giving the Customer not less than thirty (30) days written notice of the variation.

9.5. Modifications of Subscriptions

(a) Any Fees accruing in relation to alterations to the Services being purchased (additional compute tokens, Seats, concurrency, storage fee) shall be in accordance with the specification of Fees in the Accepted Sales Quote or the Confirmation of Purchase.

(b) Customers may modify their Subscription Plan at any time via online Customer Portal, save for changes to Authorised Users as set out in section 4.2. Such modifications will take effect immediately. Additional fees for upgrades of Subscription Plans will be prorated for the remainder of the Subscription Term. Such changes shall not modify or extend the then-current Subscription Term.

10. Payments

10.1. Payment Options

(c) The customer shall select either a monthly or annual payment plan during the purchase process. Monthly Subscription Plans are available exclusively for single Seat Customers, while other Subscriptions must be purchased on an annual basis.

(d) Treble shall issue a valid invoice reflecting the chosen Subscription Plan and additional purchases as applicable upon the Customer’s acceptance of an Accepted Sales Quote or Confirmation of Purchase. Any fees arising from alterations to the Subscription shall continue to be payable on a monthly basis.

(e) Invoices are issued in EUR unless otherwise agreed in writing.

10.2. All fees shall be prepaid. The Customer must pay all invoices, including initial payment, upon receipt. Access to the Platform will only be provided once the corresponding invoice has been paid in full.

10.3. If the Customer fails to pay any amount by its due date, default interest will accrue on the overdue amount from the due date until the date of actual payment at the default interest rate published by the Central Bank of Iceland (Icel. dráttarvextir) in accordance with Art. 6 of Act No. 38/2001 on Interest and Indexation. Default interest (if unpaid) will be compounded with the overdue amount at the end of each twelve (12) month period.

11. Treble’s Confidentiality Obligations

11.1. Treble must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Treble uses to protect Treble's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) at all times act in good faith in relation to the Customer Confidential Information; and

(e) not use any of the Customer’s Confidential Information for any purpose other than the Permitted Purpose.

11.2. Notwithstanding section 11.1, Treble may disclose the Customer Confidential Information to Treble's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of with the Services and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.3. This section 11 imposes no obligations upon Treble with respect to Customer Confidential Information that:

(a) is known to Treble before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of Treble; or

(c) is obtained by Treble from a third party in circumstances where Treble has no reason to believe that there has been a breach of an obligation of confidentiality.

11.4. The restrictions in this section 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Treble on any recognized stock exchange.

11.5. The provisions of this section 11 shall continue in force indefinitely following the termination of the License Agreement.

12. Data Protection

12.1. The Customer warrants to Treble that it has the legal right to disclose all Personal Data that it does in fact disclose to Treble under or in connection with the License Agreement, and that the processing of that Personal Data by Treble for the Permitted Purpose in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws.

12.2. To the extent that Treble processes Personal Data disclosed by the Customer, Treble warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of that Personal Data;

(b) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of that Personal Data and against loss or corruption of that Personal Data.

12.3. Treble warrants that it is compliant with all applicable EU data protection regulations and that Customer may request a Data Protection Addendum to go with the Agreement.

13. Warranties

13.1. Treble warrants the Customer that:

(a) it has the legal right and authority to enter into and perform its obligations under the License Agreement and will comply with all applicable legal and regulatory requirements;

(b) it possesses — or has access to — all necessary know-how, expertise, and experience to fulfill its obligations under these Terms and Conditions;

(c) the Platform and Services will materially conform to the Services Specification and incorporate security features reflecting good industry practice; and

(d) when used in accordance with these Terms and Conditions, the Services will not breach any applicable laws, statutes, or regulations under Icelandic law.

13.2. Customer Warranties: The Customer warrants to Treble that it has the legal right and authority to enter into the License Agreement and to perform its obligations under these Terms and Conditions.

13.3. All warranties and representations regarding the subject matter hereof are expressly set forth in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations shall be implied in these Terms and Conditions or any related document.

14. Acknowledgements and Warranty Limitations

14.1. The Customer acknowledges and agrees that any Simulation Output is dependent on multiple factors, including but not limited to input data and configuration choices made by the Customer and/or its Authorised Users. Treble makes no representations or warranties as to the accuracy, reliability or fitness for any particular purpose of any Simulation Output and shall not be liable for any damages, losses or claims arising out of or in relation with the use or reliance upon such Simulation Output.

14.2. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Treble gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.

14.3. The Customer acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the Services Specification; and Treble does not warrant or represent that the Services will be compatible with any other software or systems.

14.4. The Customer acknowledges that Treble will not provide any legal, financial, accountancy or tax advice under these Terms and Conditions or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, Treble does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

15. Limitations and Exclusions of Liability

15.1. Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation; or

15.2. The limitations and exclusions of liability set out in this section 15 and elsewhere in these Terms and Conditions:

(a) are subject to section 15.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

15.3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

15.4. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings, loss of revenue or income, loss of use or production or loss of business.

15.5. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software unless such loss can be recovered in accordance with the terms and conditions of any provider which from time to time provides services to Treble or can be claimed out of any insurance held by Treble. In such case Treble’s liability shall be limited to providing data which has been recovered or payment of sums already received.

15.6. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

15.7. The aggregate liability of Treble under these Terms and Conditions in respect of any event or series of related events shall not exceed the total amount of Fees paid and/or payable by the Customer to Treble under the License Agreement in the 12 months period preceding the commencement of the event or events.

16. Force Majeure Event

16.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms and Conditions, that obligation will be suspended for the duration of the Force Majeure Event.

16.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms and Conditions, must:

(a) Promptly notify the other; and

(b) Inform the other of the period for which it is estimated that such a failure or delay will continue.

16.3. A party whose performance of its obligations under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16.4. If Force Majeure has been invoked by a Party for a consecutive period of more than 30 days, the other Party may in its discretion terminate the License Agreement.

17. Termination and discontinuation of services

17.1. Customers using the Web App may terminate their Subscriptions at any time via the online Customer Portal before the end of the then-current Subscription Term. Such termination will take effect at the end of the Subscription Term.

17.2. Treble may terminate the License Agreement, including the License granted herein, with immediate effect by giving notice to the Customer in case of breach of section 3.3, and in accordance with sections 3.10, 4.8, 6 and 8.3(d).

17.3. If either Party commits a material breach of these Terms and Conditions, the non-breaching Party shall provide written notice specifying the breach and allow 10 days for its rectification. If the breach is not remedied within that period, the non-breaching Party may terminate the License Agreement immediately.

17.4. Either Party may immediately terminate the Agreement by written notice if the other Party:

(a) is dissolved, ceases (or nearly ceases) its business operations, becomes unable to pay its debts as they fall due, becomes insolvent or is declared insolvent, or proposes any arrangement or composition with its creditors;

(b) has an administrator, liquidator, receiver, trustee, manager, or similar officer appointed over its assets;

(c) is ordered to wind up or passes a resolution for its winding up (except in a solvent reorganization where the resulting entity assumes all obligations under these Terms and Conditions);

(d) is declared bankrupt; or

(e) if an individual dies, becomes incapable of managing their affairs due to illness or incapacity, or is subject to a bankruptcy petition or order.

18. Effects of Termination

18.1. Upon termination of the License Agreement in accordance with section 17 of these Terms and Conditions, all provisions shall cease except that the following sections of these Terms and Conditions shall survive indefinitely: 1, 6.1, 6.2, 7, 11, 18, 20.2, 20.5, 20.7 and 20.8.

18.2. Termination of the Agreement does not affect the accrued any rights or obligations accrued by either party up to the effective date of termination.

18.3. Within 30 days following the termination for any reason, the Customer shall pay any outstanding Fees for Services rendered prior to termination.

18.4. Following the termination or expiration of a Customer’s Subscription:

(a) Treble will retain the Customer Data in accordance with section 6.3(c) to allow the Customer an opportunity to extract or migrate their data;

(b) After the applicable retention period, Treble may delete the Customer Data unless the Customer provides written authorization to retain the data for a longer period for a fee, as specified in Treble’s pricing schedule.

19. Notices

19.1. Any notice from one party to the other party under the License Agreement must be given by one of the following methods (using the relevant contact details set out in section 19.2):

(a) Delivered personally or sent by courier, in which case the notice shall be deemed received upon delivery;

(b) Sent by recorded signed-for post, in which case the notice shall be deemed received three Business Days following posting;

(c) Sent by email, in which case the notice shall be deemed received upon the sender’s receipt of a return email acknowledging receipt; or

(d) Submitted via the online portal (including for Subscription termination), in which case the notice shall be deemed received immediately upon submission, provided that the Customer receives a confirmation email from Treble.

For methods (c) and (d), if the time of deemed receipt does not fall within Business Hours, the notice shall be deemed received at the start of the next Business Hours.

19.2. Treble’s contact details for notices under this section are as follows:

(a) Mailing address:

Treble Technologies ehf.

Kalkofnsvegur 2, 4th floor

101 Reykjavík

Iceland

(b) Email address: contact@treble.tech

19.3. The Customer’s contact details for notices under this section are specified in an Accepted Sales Quote.

20. General

20.1. No breach of any provision of these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

20.2. If any provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

20.3. Any deviations from these Terms and Conditions shall be agreed in writing by or on behalf of each of the parties and it must be clearly stated that such deviation constitutes a deviation from these Terms and Conditions.

20.4. The Customer may not without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

20.5. These Terms and Conditions are made for the benefit of Treble and their Customers and are not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver or settlement under or relating to these Terms and Conditions are not subject to the consent of any third party.

20.6. These Terms and Conditions, together with their Schedules and together with an Accepted Sales Quote or Confirmation of Purchase shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

20.7. These Terms and Conditions shall be governed by and construed in accordance with Icelandic law.

20.8. The courts of Iceland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms and Conditions or the License Agreement.

Schedule 1

By use of the Services provided by Treble under the License Agreement the Customer is granted access to Treble’s Platform. All interaction with the Platform requires the Customer to be authenticated against the Platform. The Customer can operate the Platform either via web interface or programmatically using the software packages or modules provided by the Treble SDK. The Customer can engage with the Platform by uploading and downloading data to and from the Platform. This data encompasses various forms, such as 3D models, material specifications, sound source specifications, simulation settings specifications, or other data types. The 3D models undergo a transformation into mesh-based representations tailored for simulations when combined with the data sets. This amalgamation empowers the Customer to apply the numerical model ingrained within the Platform for the purpose of conducting acoustic simulations. These simulations are designed to forecast the propagation of sound waves within the 3D models. The results of the simulations, along with related data, are securely stored within the Platform. Treble will provide fee-based services to Customer as requested.

Schedule 2: Service Level Agreement (SLA)

Response Time: We guarantee a response within 72 hours of your inquiry.

Service Levels and Pricing: For more detailed service levels and customized pricing options, please visit Our Service Levels & Pricing Page.

By using our services, you agree to the terms outlined in this SLA.