End User Licence Agreement

Optimatika Optimisation Service

Optimatika Aktiebolag (Optimatika AB), reg. no. 556549-3532, Stockholm, Sweden ("Optimatika")

Version 0.2 — draft, published 7 August 2026

This version is not yet in effect. It is published for review and is not offered to, and cannot be accepted by, any customer. No subscription is governed by it. The first effective version will be numbered 1.0 and will state the date from which it applies.

1. Acceptance

This End User Licence Agreement (the "Agreement") is a binding contract between Optimatika and the legal entity that subscribes to the Optimisation Service ("Customer"). Customer accepts this Agreement by subscribing to or ordering the Software, by deploying the Software, or by using the Software, whichever occurs first.

The version of this Agreement that applies to Customer is the version in effect on the date Customer first accepts it, and it continues to apply for the duration of that subscription. Optimatika may publish revised versions, which apply to subscriptions accepted or renewed on or after the revised version's effective date.

Where Customer obtains the Software through a Marketplace, the Marketplace's own terms — including any standard or pre-negotiated contract offered by that Marketplace and accepted by Customer — govern the ordering, payment, and billing relationship, and any rights of the Marketplace operator. This Agreement governs Customer's use of the Software itself. To the extent the two conflict, the Marketplace terms prevail for the matters they cover, and this Agreement continues to apply to everything else.

The allocation of warranty, of responsibility for results and permitted use, and of liability, set out in sections 12, 13, and 14, is not displaced by Marketplace terms unless Optimatika has expressly agreed those terms in writing.

2. Definitions

"Software" means the Optimatika Optimisation Service container image, in object-code form, together with any updates and the Documentation.

"Documentation" means the deployment and usage documentation published by Optimatika for the Software.

"Marketplace" means any cloud provider marketplace, distribution platform, or authorised reseller through which Optimatika makes the Software available and through which Customer subscribes — for example the marketplaces operated by Amazon Web Services, Microsoft, and Google. References in this Agreement to a Marketplace apply only where Customer has obtained the Software through one.

"Order" means the subscription, order, or transaction under which Customer obtains the Software, whether placed through a Marketplace or directly with Optimatika, together with the associated product listing.

"Metered Order" means an Order under which fees are calculated from the vCPU-hours consumed by the Software.

"Capacity Order" means an Order under which fees are a fixed amount per billing period for the right to run the Software up to a stated maximum number of Licensed vCPUs, irrespective of the hours the Software runs.

"Licensed vCPUs" means the maximum number of virtual CPUs stated in a Capacity Order. It is measured at any given moment as the sum of the CPU resources requested or limited for every instance of the Software running concurrently in Customer's Deployment. It is not a quantity accumulated over time, and it is not reduced by periods in which the Software is idle.

"Deployment" means all instances of the Software that Customer runs under a single Order, wherever located and however orchestrated.

"Free Tier" means use of the Software without an Order, in the reduced-capability configuration the Software adopts when no valid licence key is supplied.

"Subscription Term" means the period for which Customer has an active subscription under an Order.

"vCPU-hour" means one virtual CPU allocated to a running instance of the Software for one hour, determined from the CPU resources requested or limited for the container in Customer's orchestration platform.

3. Licence Grant

Subject to this Agreement and to payment of the applicable fees, Optimatika grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide licence during the Subscription Term to:

a) deploy and run the Software on computing infrastructure that Customer owns, leases, or otherwise controls, including Customer's own Kubernetes clusters;

b) use the Software for Customer's internal business purposes, including in applications and services that Customer provides to its own customers; and

c) make a reasonable number of copies of the Software for backup, testing, development, and disaster-recovery purposes.

Who may operate the Software. Customer may permit its affiliates, and contractors and service providers acting on its behalf, to exercise this licence and to hold the licence keys issued to Customer for that purpose. Customer remains responsible for their compliance with this Agreement, and their use counts towards Customer's Licensed vCPUs.

Capacity. Under a Capacity Order, the licence in paragraphs (a) and (b) is limited to running the Software within the Licensed vCPUs. Customer may run any number of concurrent instances provided their aggregate requested or limited CPU does not exceed the Licensed vCPUs at any moment. Copies made under paragraph (c) do not count towards the Licensed vCPUs while they are not running; an instance that is running does count, whatever its purpose.

Metered Orders. Under a Metered Order the licence is not limited by number of vCPUs. Customer may allocate as much CPU to the Software as it wishes, and fees follow that allocation under section 6.1.

Free Tier. Optimatika additionally grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide licence, without fee and without an Order, to deploy and run the Software in its Free Tier configuration for Customer's internal business purposes, on the terms of this Agreement other than section 6. This licence continues for as long as Optimatika makes the Free Tier available, and Optimatika may discontinue or change the Free Tier at any time. Section 9 and the express warranty in the first paragraph of section 12 do not apply to Free Tier use; the remainder of section 12 does.

The Software is licensed, not sold. Optimatika and its licensors retain all right, title, and interest in and to the Software.

4. Restrictions

Customer shall not:

a) distribute, resell, sublicense, lease, or lend the Software as a standalone product, or make it available to third parties other than as an embedded component of Customer's own applications and services;

b) remove, alter, or obscure any proprietary notice in the Software;

c) modify, disable, circumvent, or interfere with the Software's usage metering or licence verification, or report usage inaccurately;

d) reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law, including Articles 5 and 6 of Directive 2009/24/EC as implemented in Swedish law; or

e) use the Software in violation of applicable law or of the terms applicable to the Order;

f) under a Capacity Order, run the Software with aggregate allocated CPU exceeding the Licensed vCPUs, or use the licence keys issued to Customer for more than one Deployment; or

g) share, publish, or otherwise make available a licence key issued to Customer, or use a licence key issued to anyone else.

5. Delivery and Deployment

The Software is delivered as a container image from the container registry identified in the Order or the Documentation. Customer is solely responsible for its own infrastructure, including provisioning, capacity, network configuration, security controls, availability, and backups. Optimatika does not host, operate, or monitor any deployment of the Software.

6. Fees, Metering, and Capacity

6.1 Metered Orders. Fees are charged per vCPU-hour at the rate stated in the Order. Where Customer obtains the Software through a Marketplace, fees are billed and collected by that Marketplace, and the Software reports its vCPU allocation to that Marketplace's metering service. Metering is based on the CPU resources allocated to the container, not on the number of optimisation problems solved or the duration of individual solves.

6.2 Capacity Orders. Fees are the fixed amount stated in the Order for each billing period, and do not vary with the hours the Software runs or the work it performs. The Order states the Licensed vCPUs. The Software verifies the licence keys issued for the Order and restricts its own operation to the Licensed vCPUs.

That restriction is a technical measure for Customer's convenience. It is not a measure of Customer's entitlement, and it is not the limit itself — the limit is the one granted in section 3 and stated in the Order. Customer remains responsible for compliance with section 3 and section 4(f) whether or not the Software prevents a particular configuration.

Optimatika may change how the Software enforces the Licensed vCPUs in any version of the Software, including to correct enforcement that did not match the Licensed vCPUs stated in the Order. Operation of the Software within the Licensed vCPUs, or a correction to how that limit is enforced, is not a defect and is not a failure to perform in accordance with the Documentation.

To increase the Licensed vCPUs, Customer places a new or amended Order. An amended Order issues one or more further licence keys. The increase takes effect when Customer configures those keys and restarts the Software; until then the Software continues to operate within the Licensed vCPUs of the prior Order. Customer is responsible for configuring the licence keys issued to it, and Optimatika is not responsible for the interval between an Order taking effect and Customer deploying the keys issued for it.

On a decrease, the licence keys for the capacity no longer ordered cease to validate, and the Software restricts itself to the Licensed vCPUs of the amended Order at the next restart, provided the keys for that capacity are configured.

6.3 Free Tier. No fee is payable for Free Tier use and no Order is required. The Free Tier is limited in capability and capacity as described in the Documentation.

6.4 Infrastructure. Customer is responsible for the compute, storage, and network costs of its own infrastructure. Those costs are separate from, and additional to, the fees for the Software.

7. Customer Data

The Software executes entirely within Customer's infrastructure. Optimisation models, input data, and results are processed locally by the Software and are not transmitted to Optimatika. Optimatika does not receive, store, or have access to Customer's optimisation data.

Under a Metered Order, the Software transmits aggregate usage quantities to the applicable Marketplace, or to Optimatika where Customer has ordered directly, for billing purposes.

Under a Capacity Order, the Software transmits each licence key and the public identifier of Optimatika's selling organisation to the licence-issuing service in order to verify that the subscription is in force, and receives the status of the licence in return.

In neither case do the transmitted data include model content, input data, or results.

The licence-issuing service is the payment provider through which Customer subscribed, acting as merchant of record for that subscription. The verification request carries the licence key and Optimatika's public organisation identifier and nothing else, and its only purpose is to establish whether the subscription is in force. Metered quantities are transmitted only to the party that invoices Customer for the Software, and only for billing. Optimatika does not retain the content of licence verification requests, and neither transmission is used for any other purpose.

Optimatika does not process personal data on Customer's behalf in providing the Software, and no data processing agreement is required for it. Where Customer's own configuration or a support submission causes personal data to reach Optimatika, section 8 governs Optimatika's treatment of it, and Optimatika will process it only as necessary to respond to the matter Customer raised.

8. Confidentiality

"Confidential Information" means information disclosed by one party to the other that is identified as confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances of its disclosure. It includes Customer's optimisation models, data, and results to the extent Optimatika receives any of them in the course of support, and includes Optimatika's non-public pricing, roadmap, and technical information about how the Software works.

Each party shall protect the other's Confidential Information with at least the care it applies to its own confidential information and in no case less than reasonable care, shall use it only to perform this Agreement, and shall disclose it only to those of its personnel and contractors who need it for that purpose and are bound by obligations no less protective than this section.

This section does not apply to information that is or becomes public without breach of this Agreement, was known to the receiving party without obligation of confidence before disclosure, is independently developed without use of the other party's Confidential Information, or is received from a third party without restriction.

A party may disclose Confidential Information where required by law, regulation, or court order, provided it gives the other party prompt notice where lawful to do so and discloses only what is required.

The obligations in this section continue for three (3) years after termination or expiry of this Agreement, and for as long as the information remains a trade secret under applicable law.

9. Support

During the Subscription Term, Optimatika will provide support in accordance with the support terms stated in the Order. Support is available only to Customers with an active paid subscription and is provided through the support channels identified in the Documentation and the Order. Optimatika provides no support obligation for trial, evaluation, or free-tier use.

10. Updates and Compatibility

Optimatika may release updated versions of the Software. Customer is responsible for deploying updates to its own infrastructure. Optimatika will maintain backwards compatibility of the documented v1 API within the version 1 series, and will give at least twelve (12) months' notice before withdrawing support for a published API version.

11. Third-Party and Open-Source Components

The Software includes third-party and open-source components, including native solver components, each licensed under its own terms. Those terms are reproduced in the notices file distributed with the Software and take precedence over this Agreement with respect to those components. Nothing in this Agreement limits any right Customer has under an applicable open-source licence.

Optimatika publishes a software bill of materials for each release of the Software, identifying each third-party component included in it and the licence under which that component is distributed, so that Customer can carry out its own review. Optimatika gives no indemnity in respect of third-party intellectual property rights, and the disclaimer in section 12 applies to non-infringement as it does to the other disclaimed warranties.

12. Warranty

Optimatika warrants that, throughout the Subscription Term, the Software will perform materially in accordance with the Documentation when deployed as described in it. This warranty applies to each version of the Software Optimatika makes available during the Subscription Term.

Customer's exclusive remedy for breach of this warranty is correction of the Software within a reasonable time of Customer reporting the non-conformity with enough detail for Optimatika to reproduce it. Where Optimatika does not correct the non-conformity within a reasonable time, Customer may terminate the subscription, and Optimatika will refund fees prepaid for the unexpired part of the Subscription Term, claimed through the Marketplace where Customer subscribed through one and otherwise from Optimatika. Under a Metered Order no fees are prepaid, and Customer's remedy is correction and termination without further charge.

Except as expressly stated in this section, the Software is provided "as is". To the maximum extent permitted by law, Optimatika disclaims all other warranties, express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Optimatika does not warrant that the Software will produce optimal solutions for every problem instance, that solve times will meet any particular threshold, or that operation will be uninterrupted or error-free.

13. Results, Reliance, and Permitted Use

13.1 What the Software does. The Software is a computational tool. It applies optimisation algorithms to a model, data, and parameters supplied entirely by Customer, and returns a result. It does not evaluate whether the model represents Customer's real situation, whether the data are accurate or current, or whether the result is appropriate to act upon. Those judgements are Customer's, and the Software is not capable of making them.

13.2 Results depend on Customer's inputs. Customer acknowledges that optimisation results depend on the model, data, and parameters Customer supplies, and that a correctly computed result for a flawed or outdated model is still a flawed result. Customer is responsible for validating results before relying on them for any purpose.

13.3 No liability for reliance. To the maximum extent permitted by law, Optimatika has no liability for any decision made, or any action taken or not taken, in reliance on results produced by the Software, or for any loss or damage arising from such a decision, action, or omission.

That exclusion covers loss arising from the model, data, parameters, or judgement Customer supplies or exercises, including a result correctly computed from a flawed or outdated model. It does not exclude Optimatika's liability for a failure of the Software to perform materially in accordance with the Documentation. Customer's remedies for such a failure are those stated in section 12, and any liability of Optimatika arising from it is subject to section 14.

13.4 Not professional advice. Output of the Software is not financial, investment, tax, legal, medical, engineering, or other professional advice, and must not be presented to any third party as such. Where Customer uses the Software in a regulated activity, or in producing advice or a determination for its own customers, Customer is solely responsible for the applicable professional, regulatory, and disclosure obligations, and for any independent review, sign-off, or human judgement those obligations require.

13.5 Excluded uses. The Software is not designed, tested, or licensed for use in the operation of nuclear facilities, aircraft navigation or communication, air traffic control, life-support systems, weapons systems, or any other application in which failure of the Software could lead to death, personal injury, or severe physical or environmental damage. Customer shall not use the Software in any such application, and does so at its own risk and on its own responsibility.

13.6 Human oversight. Where results of the Software materially affect a person — including decisions about employment, credit, insurance, pricing offered to individuals, or the allocation of a service to individuals — Customer is responsible for ensuring that a person reviews and takes responsibility for the decision, and for compliance with any applicable law governing automated decision-making.

13.7 Survival. This section survives termination or expiry of this Agreement and applies to Free Tier use.

14. Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, however caused and on any theory of liability.

Each party's total aggregate liability under this Agreement is limited to the fees paid by Customer for the Software during the twelve (12) months preceding the event giving rise to the liability.

These limitations do not apply to liability that cannot be limited under mandatory applicable law, including liability for death or personal injury, for gross negligence or wilful misconduct, or to Customer's obligation to pay fees.

The allocation of responsibility for results and for permitted use is set out in section 13.

15. Term and Termination

This Agreement takes effect when Customer first accepts it and continues for as long as Customer has an active subscription. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Subscriptions are cancelled in accordance with the terms of the Order, which for a Marketplace subscription means the Marketplace's own cancellation process.

On termination or expiry, the licence granted in section 3 for the Licensed vCPUs ends. Under a Capacity Order the licence keys cease to validate and the Software operates in its Free Tier configuration, which Customer may continue to use under the Free Tier licence in section 3. Under a Metered Order, fees continue to accrue under section 6.1 for as long as Customer runs the Software. Customer is not required to delete copies of the Software, except where Optimatika terminates this Agreement for material breach, in which case Customer shall cease all use of the Software, including Free Tier use, and delete all copies.

Continuity of validation. If Optimatika ceases to make the licence validation service available, Optimatika will make available a version of the Software, or the means to configure the Software, so that Customer may continue to operate it within its Licensed vCPUs without validation, for the remainder of the Subscription Term.

Sections 4, 7, 8, 11, 12 (disclaimer), 13, 14, 16, 17, and 18 survive termination or expiry.

16. Export Control and Sanctions

Customer shall comply with all applicable export control and economic sanctions laws, including those of the European Union, Sweden, and the United States, and shall not use or make the Software available in violation of them.

17. Governing Law and Jurisdiction

This Agreement is governed by the substantive law of Sweden, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Disputes arising out of or in connection with this Agreement shall be settled by the Swedish courts, with the Stockholm District Court (Stockholms tingsrätt) as the court of first instance.

18. General

This Agreement, together with the Order, any applicable Marketplace terms, and the Documentation, is the entire agreement between the parties regarding the Software and supersedes all prior understandings. Customer may not assign this Agreement without Optimatika's prior written consent, except to a successor of substantially all of its business. If any provision is held unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver of it.

Optimatika Aktiebolag Stockholm, Sweden