Software Licence Agreement

1. This agreement

This Software Licence Agreement (the "Agreement") is between 3AM Super Intelligence Inc., a Delaware corporation ("3AM", "we", "us"), and the organisation that downloads, installs or uses 3AM ("Customer", "you"). The person accepting it confirms they are authorised to bind the Customer.

You accept this Agreement by signing an Order Form that refers to it, by redeeming a trial code, or by downloading, installing or using 3AM. If you don't accept it, don't download, install or use 3AM. The Software is deemed accepted when it is first made available to you for download.

If you have signed an agreement with us for 3AM, that agreement applies, and this one applies only where it is silent. Between this Agreement and an Order Form, the Order Form prevails for the commercial terms it sets out (such as fees, term, tier and limits).

2. Definitions

• Software: the 3AM software in object code, including its installer, container images, Helm chart, console, packs (signed sets of checks and fixes), models we distribute (such as System 1), updates we provide, and the Documentation.
• Documentation: the user documentation at docs.3am.si, as updated from time to time.
• Licence: the signed licence file issued by our licence service (Warden) for your organisation, setting the tier, term, number of services and installs, and other limits.
• Install: one running deployment of the Software, identified by its fingerprint.
• Service: something your organisation runs and someone is paged for, counted as the Documentation describes.
• Customer Data: all data the Software processes on your systems: alerts, logs, metrics, configuration, credentials, incident records, audit logs and anything 3AM reads from systems you connect.
• Order Form: an order, quote or agreement signed by both parties that refers to this Agreement.
• Trial: use of the Software under a trial code or trial licence, without charge.

3. Your licence

Subject to this Agreement and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the term of your Licence, to install and use the Software for your internal business operations, within the tier and limits of your Licence and in line with the Documentation.

Your employees and contractors may use the Software on your behalf; you are responsible for their compliance with this Agreement. Your affiliates may use the Software under your Licence if the Order Form says so.

You may make a reasonable number of copies of the Software for backup, disaster recovery and testing, within the installs your Licence allows.

Reservation of rights. The Software is licensed, not sold. We and our licensors own all right, title and interest in the Software, its packs, models we distribute, Documentation, and all improvements and derivatives of them, including any made using your Feedback. We reserve all rights not expressly granted in this Agreement; no other licence is granted by implication, estoppel or otherwise.

4. Restrictions

Except as this Agreement allows or the law permits despite this restriction, you must not:

• copy, modify, adapt or create derivative works of the Software;
• reverse engineer, decompile or disassemble the Software, or try to derive its source code, models' weights (beyond what we distribute) or the keys that sign licences and packs;
• remove, disable, interfere with or work around the Licence, its checks, fingerprints, signatures, usage reports, service limits or any other technical protection, or use a Licence, trial code or install identity on more installs than it covers;
• rent, lease, lend, sell, sublicense, host for third parties, or offer the Software as a service to anyone else;
• use the Software to build a competing product, or copy its features, packs or designs for that purpose;
• use the Software against systems you don't own or aren't authorised to operate;
• use the Software in breach of our Acceptable Use Policy or applicable law.

5. Licences, checks and usage

How a Licence is checked. The Software verifies its Licence itself, with a key built into it, and works offline. When it can reach Warden, it also checks in (hourly by default, or as your Order Form sets), sending only the licence id, the install's fingerprint, the Software version and a signed usage report. A usage report contains the number of Services watched, monthly peaks and investigation counts; Service names are sent only as keyed hashes. No Customer Data is sent. You may configure an install to verify offline only.

Service limits. Up to 10% over your Licence's Service limit, the Software keeps working and warns you. Beyond that, the newest Services are held: their alerts are recorded but not investigated, until you reduce usage or increase your Licence. Trials have no 10% allowance.

When a Licence ends. When there is no valid Licence, the Software enters setup mode: it stops watching and changing anything, but keeps your configuration, history and audit log, and resumes when a valid Licence is installed. A paid Licence has a grace period of 14 days after it expires, unless your Order Form says otherwise.

Usage reports and true-up. Usage reports let us bill fairly without seeing your data. If your Order Form provides for a true-up, usage above your Licence's limits is charged at the rates it sets. Air-gapped installs send their usage report as the Order Form requires. Once a year, on reasonable notice, we may ask you to certify in writing that your use is within your Licence.

Installs. You may add installs within your Licence's limits, as the Documentation describes. An install that was a copy of another, or uses an identity it wasn't issued, may be refused.

6. Trials

Trials let you evaluate 3AM. Unless we tell you otherwise in writing:

• a trial lasts 30 days, or the longer period stated when the code was issued (90 days during our current offer). It starts when the code is first used. An unused code expires 60 days after it was issued;
• a trial covers up to 50 Services and up to 10 installs, which share one trial and end together;
• there is one trial per company, determined by its email domain, and a trial code may be used only by the company it was issued to;
• there is no grace period: when a trial ends, the Software enters setup mode;
• there are no fees, no support commitments and no service levels, though we're glad to help;
• we may end trials or change trial offers at any time, and a code you already hold keeps the length it was issued with.

During a trial, the Software is provided "as is", the warranties and indemnities in sections 12 and 13 don't apply, and our total liability is limited as section 14 says. You may connect a trial to production systems, at your own decision and risk; we recommend starting in shadow mode, where 3AM proposes and records but changes nothing.

7. How 3AM acts, and your responsibilities

3AM investigates incidents and can propose and carry out changes on systems you connect. You stay in control of what it may do:

• You decide what it connects to and with what access. You choose the systems, credentials and permissions you give it, and you are responsible for having the right to do so.
• You decide what it may change. You set its policy: shadow mode, which actions are allowed, who must approve them, how many approvers, budgets and the halt switch. An action runs only if your policy allows it and, unless you have enabled automatic actions for it, after a person you named approves it.
• Approved and permitted actions are yours. An action carried out with your approval, or under autonomy your organisation enabled, is carried out on your instruction. You are responsible for reviewing the evidence, the rehearsal and the proposed change before approving it.
• Keep your own safeguards. Keep backups, change management, monitoring and the means to recover your systems independently of 3AM. 3AM records each action and how to reverse it where possible, but not every action can be undone.
• Security of your environment. Keep the Software and the systems it runs on updated and secured, protect its credentials and console access, and install updates we mark as security updates promptly.

8. AI models and their output

3AM is AI software, and AI can make mistakes. Our AI Notice forms part of this Agreement. You acknowledge that:

• 3AM uses language models to investigate and to write. Their output is generated by probability and may be inaccurate, incomplete, out of date, inconsistent between runs, or misleading, and may be influenced by content in your systems that is written to mislead it;
• 3AM's safeguards (live checks, System 1's review, declared actions, rehearsals, your policy and approvers) reduce the risk of error but do not eliminate it, and 3AM may fail to detect, diagnose or resolve an incident, or diagnose one wrongly;
• model output (including causes, findings, suggestions, summaries and incident notes) is assistance, not engineering, legal, financial, security, compliance or other professional advice, and you are responsible for evaluating it, including by human review, before relying on it or acting on it outside 3AM's own checks;
• models never act on your systems directly: changes run only through the declared actions, policy and approvals described in section 7, and you are responsible for the changes you approve or permit.

You choose where models run: on a GPU in your environment, on a model endpoint you operate, or through a hosted provider you contract with (such as OpenRouter). A hosted provider you choose is your own supplier, not our subcontractor: its terms apply between you and it, and the masked evidence 3AM sends it is sent on your instruction. Some models are licensed by others (for example, Meta's Llama models under the Llama licence and acceptable use policy); if you use them, you must follow their licences. We are not responsible for third-party models or providers, their output, availability or terms.

You must not use 3AM to make decisions about individuals that produce legal or similarly significant effects, or for the high-risk uses listed in the EU AI Act, unless we agree in writing. We do not use Customer Data or Support Data to train AI models.

9. Your data

Customer Data is yours. It stays on your systems, and we don't receive or access it, except: (a) the licence and usage data described in section 5, and (b) material you choose to send us for support, such as logs, diagnostics or screen shares. We process support material only to provide support, under our Data Processing Addendum, which forms part of this Agreement.

You are responsible for Customer Data, for having the rights and notices needed to process it with the Software, and for your own compliance obligations, including in regulated sectors.

Feedback. If you give us suggestions or feedback, we may use them freely, without identifying you.

Aggregated data. We may use licence and usage data in aggregated or de-identified form to operate, secure and improve our products, provided it doesn't identify you or any person.

10. Fees

You'll pay the fees in your Order Form. Unless it says otherwise, fees are invoiced annually in advance, payable in US dollars within 30 days of the invoice date, and non-refundable except as this Agreement provides. Fees exclude taxes; you'll pay any sales, use, VAT, GST, withholding or similar taxes, other than taxes on our income. If you must withhold tax, you'll gross up the payment so we receive the full amount, unless the Order Form says otherwise.

If an undisputed invoice is more than 30 days overdue, we may, after 10 days' written notice, suspend Licence renewals until it's paid. We won't disable a current Licence during its term for late payment without that notice.

11. Support and updates

During a paid term, we'll provide support at the level of your tier or Order Form, and make available the updates and new versions we release generally, including new and updated packs within your Licence. We may stop supporting a version 12 months after a later version is released, unless the Order Form says otherwise.

12. Warranties

For a paid Licence, we warrant that (a) the Software will perform materially as described in the Documentation for the Licence term, and (b) we won't knowingly include viruses or malicious code in it. If it doesn't, tell us; we'll use reasonable efforts to correct it, and if we can't within 30 days, either of us may end the affected Licence and we'll refund the prepaid fees for the remaining term. This is your sole remedy for breach of this warranty. It doesn't apply to problems caused by misuse, unsupported versions, modification, or systems, models or services we don't provide.

Each party warrants that it has the authority to enter into this Agreement.

EXCEPT AS THIS SECTION STATES, THE SOFTWARE IS PROVIDED "AS IS". TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, DETECT OR RESOLVE EVERY INCIDENT, OR THAT MODEL OUTPUT WILL BE ACCURATE.

13. Indemnities

By us. For a paid Licence, we'll defend you against any third-party claim that the Software, as we provide it, infringes that party's patent, copyright or trademark, or misappropriates its trade secret, and pay the damages and costs finally awarded or agreed in settlement. If the Software is, or we think it may be, the subject of such a claim, we may get you the right to keep using it, modify it so it no longer infringes, or end the Licence and refund prepaid fees for the remaining term. We have no obligation for claims arising from combinations with things we didn't provide, modifications not made by us, third-party models, use outside this Agreement, or continued use after we provided a non-infringing update.

By you. You'll defend us against any third-party claim arising from your use of the Software in breach of this Agreement, the Acceptable Use Policy or the law; from Customer Data; from any modification of the Software not made by us; from your combination of the Software with anything we didn't provide; or from actions you approved or permitted 3AM to take on systems you weren't authorised to operate, and pay the damages and costs finally awarded or agreed in settlement.

Process. The indemnified party must tell the other promptly, let it control the defence and settlement (no settlement may admit fault for, or impose obligations on, the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.

14. Limitation of liability

TO THE EXTENT THE LAW ALLOWS:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY;
2. EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; FOR A TRIAL, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100);
3. THESE LIMITS DON'T APPLY TO YOUR PAYMENT OBLIGATIONS, TO A PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 13, TO BREACH OF SECTION 4 (RESTRICTIONS), TO BREACH OF SECTION 15 (CONFIDENTIALITY), OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

The parties agree these limits reflect a fair allocation of risk, given that 3AM acts only within the policy, approvals and access you control.

15. Confidentiality

Each party will keep the other's non-public information that is marked confidential, or that a reasonable person would understand to be confidential, confidential; use it only for this Agreement; and share it only with its personnel, affiliates and advisers who need to know it and are bound by similar duties. This doesn't apply to information that is or becomes public without fault of the receiving party, that it already knew or independently developed, or that it lawfully received from someone else. A party may disclose information when the law requires it, after notifying the other where lawful. The Software, its packs and non-public Documentation are our confidential information; Customer Data is yours. These duties last for 5 years after this Agreement ends, and for trade secrets, for as long as they remain trade secrets.

16. Term and termination

This Agreement lasts as long as you hold a Licence. A paid Licence lasts for the term in your Order Form. Unless the Order Form says otherwise, it then renews automatically for successive 12-month terms, at our then-current prices (with at least 60 days' notice of any increase), unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

Either party may end this Agreement or a Licence if the other materially breaches it and doesn't cure the breach within 30 days of written notice. We may end a trial at any time. Either party may end this Agreement if the other becomes insolvent or ceases business.

When a Licence ends, you must stop using the Software under it and uninstall it or install a new Licence. The Software will enter setup mode. Customer Data remains on your systems; you can export or delete it with the Software or your own tools. Sections 4, 9, 10 (for amounts due), 12 (disclaimers), 13, 14, 15, 17 and 18 survive.

17. Export, sanctions and anti-corruption

The Software is subject to US export control and sanctions laws, and may be subject to those of other countries. You will not export, re-export or make the Software available to any country, entity or person in breach of them, including to any country or region subject to comprehensive US sanctions, or to anyone on a US government restricted-party list. You confirm you are not on such a list or owned or controlled by anyone who is. Neither party will offer or accept bribes or improper payments in connection with this Agreement.

US Government users. The Software is "commercial computer software" and the Documentation is "commercial computer software documentation", provided to US Government users only under this Agreement, in line with FAR 12.212 and DFARS 227.7202.

18. General

Governing law and courts. This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act don't apply. The state and federal courts in Delaware have exclusive jurisdiction, unless an Order Form chooses otherwise, and each party consents to their jurisdiction and waives any objection to venue there.

Jury waiver and individual claims. TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM THIS AGREEMENT, AND CLAIMS MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

Injunctive relief. A breach of section 4 or 15 may cause irreparable harm for which damages are inadequate. The affected party may seek injunctive or other equitable relief in any court of competent jurisdiction, without posting a bond, in addition to its other remedies.

Time limit for claims. To the extent the law allows, any claim arising from this Agreement must be brought within one year after the claiming party knew or should have known of it, except claims for non-payment or for breach of section 4.

Third-party components. The Software includes open-source and third-party components, licensed under their own terms, which are listed with the Software. Nothing here limits your rights under those licences.

Publicity. Neither party will use the other's name or logo publicly without written permission.

Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, with notice.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

Independent parties. The parties are independent contractors. There are no third-party beneficiaries.

Notices. Notices must be in writing, to the addresses in the Order Form, or to us at 3AM Super Intelligence Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, USA, with a copy to [email protected]. Notices by email are effective when sent, except notices of breach or termination, which must also be sent by post or courier.

Changes to this Agreement. We may update this Agreement for future Licences and renewals; the version in effect when your Licence term starts or renews applies to that term. We'll post the new version here with its effective date.

Entire agreement. This Agreement, the Order Form and the documents they refer to (including the DPA, the AI Notice and the Acceptable Use Policy) are the entire agreement on their subject, and replace earlier discussions and proposals. Any terms in your purchase orders, vendor portals or onboarding documents don't apply, even if accepted by us. Amendments must be in writing and signed by both parties, except as "Changes to this Agreement" allows. A waiver must be in writing, and waiving one breach doesn't waive another. If a provision is unenforceable, it will be enforced to the maximum extent possible, and the rest remains in effect.

Interpretation. Headings are for convenience only. "Including" means "including without limitation". Remedies are cumulative, except where this Agreement states a sole or exclusive remedy. This Agreement may be signed electronically and in counterparts. It binds the parties' permitted successors and assigns.