Customer Hosted Software Licence Agreement

This Customer Hosted Software Licence Agreement ("Agreement") governs the licensing and use of Latttice, Lenz and applicable future customer-hosted licensed software products provided by Data Tiles Ltd, as identified in the applicable order form or other written licence document, when deployed within the Customer’s own infrastructure, cloud environment, or controlled systems. This Agreement concerns customer-controlled software deployment, not a software-as-a-service (SaaS) hosting service operated by Data Tiles.

This Agreement is entered into between Data Tiles Ltd, a company incorporated in England and Wales ("Data Tiles", "Company", "we", "our", or "us"), and the organisation licensing the software ("Customer", "you", or "your").

Latttice, Lenz and the applicable customer-hosted licensed products, together with their related licensed software tools, modules and applications, are referred to collectively in this Agreement as the "Software". Any implementation, support or maintenance services are those separately agreed in writing; they do not convert this licence into a Data Tiles-hosted SaaS service.

This Agreement applies where validly agreed or incorporated into the Customer’s applicable written licensing arrangements. Publication on a website alone, or installation, deployment, access or use without a valid agreement or incorporation mechanism, does not by itself establish customer acceptance.

Where the Customer contracts through an authorised Data Tiles partner, the relevant written agreements must identify the licensor and the parties responsible for implementation and support, and specify how this Agreement applies. This Agreement does not itself make Data Tiles a party to every partner-customer contract or authorise a partner to bind Data Tiles to additional commitments.

Latttice and Lenz are independently purchasable products licensed under separate negotiated licence agreements. A Customer may purchase either product without purchasing the other; a licence for one does not automatically include the other. The relevant negotiated agreement identifies the licensed software and applicable conditions. Common Customer Hosted Software Licence Agreement terms may apply to either product where agreed, and the general company-wide framework may cover future products where applicable.

If a separately negotiated and signed agreement governing the relevant Services (an "Applicable Agreement") conflicts with these standard terms, the Applicable Agreement governs to the extent of the conflict, subject only to exceptions expressly agreed in that signed agreement. These standard terms apply only where validly agreed or incorporated; publication on a website alone does not establish customer acceptance.

Subject to the terms of this Agreement, Data Tiles grants the Customer a limited, non-exclusive, non-transferable licence to install, deploy, and use the Software within the Customer’s own authorised, customer-controlled infrastructure or cloud environment during the applicable licence term.

This licence permits the Customer to use its own licensed installation of the Software to access, connect to, process, analyse and work with its own data and data belonging to its clients or other third parties, provided the Customer has the necessary lawful authority, permissions and contractual rights, and acts within the applicable licensed scope and in accordance with the documentation provided by Data Tiles. An authorised connection to data hosted in a client’s or other third party’s environment is not installation or deployment of the Software in that environment. This licence does not automatically authorise installation or deployment of the Software in client or other third-party environments, distribution or sublicensing of the Software, independent access by clients to operate the Software itself, or separate client deployments under the Customer’s existing licence. Any such rights require express authorisation under an appropriate separate written licensing arrangement with Data Tiles.

The Customer may permit authorised users within its organisation to access and use the Software in accordance with this Agreement. The Customer remains responsible for ensuring that all authorised users comply with the terms of this Agreement. Authorised partners and contractors may access the Software solely on the Customer’s behalf for agreed implementation, administration or support, within the Customer’s licensed scope and subject to appropriate access and confidentiality controls. Such access does not grant an independent right to resell, sublicense or use the Software.

The licence granted under this Agreement does not transfer ownership of the Software or any intellectual property rights.

All rights not expressly granted to the Customer are reserved by Data Tiles.

Customer trials and partner sandpits remain available subject to applicable written terms. Some installations use expiry keys within customer-controlled environments. Availability does not itself create a trial entitlement or extend the agreed licence term.

The Software, including Latttice, Lenz and any related Data Tiles platforms, software components, documentation, updates, and related materials, remains the exclusive property of Data Tiles Ltd.

All intellectual property rights in the Software are owned by or licensed to Data Tiles.

The Customer receives only the limited licence rights expressly granted under this Agreement and acquires no ownership interest in the Software.

Customer Data and customer-created content are distinct from Data Tiles technology. Customers retain their rights in data-product definitions, configurations, agent instructions, workflows and other content they create, to the extent those rights arise under applicable law or the Applicable Agreement and subject to third-party rights. Configuring or using the Software does not transfer ownership of Data Tiles software, source code, algorithms, models, interfaces, documentation or other underlying technology. Where customer-created content includes Data Tiles or third-party materials, rights in those materials remain with their respective owners and use remains subject to the applicable licence.

Outputs are distinct from the underlying Software and from customer-authored configurations. Customers retain any rights they hold in Outputs under applicable law or the Applicable Agreement, subject to third-party rights; no ownership of every AI-generated result or transfer of Data Tiles technology is presumed. Data Tiles acquires no ownership of Customer Data or customer-created content merely because it is used with the Software, and no general right to use that data, content or customer-owned Outputs for its own model training or other independent purposes is granted.

Where the Software is deployed within the Customer’s infrastructure or cloud environment, the Customer is solely responsible for:

• providing and maintaining the infrastructure required to operate the Software

• managing system security, network configuration, and access controls

• ensuring the environment meets the technical requirements specified by Data Tiles

• maintaining backups, operational resilience, and disaster recovery measures

• ensuring compliance with applicable laws and regulatory requirements

Data Tiles is not responsible for failures, performance issues, security incidents, or data loss arising from the Customer’s infrastructure, hosting provider, or operational environment.

Implementation, configuration, integration, testing and deployment are undertaken by the Customer or its authorised partner, except to the extent Data Tiles expressly agrees to perform specified work in writing. The applicable implementation agreement should identify each party’s deliverables, dependencies and acceptance responsibilities. Customer infrastructure responsibilities remain with the Customer even where tasks are performed on its behalf by a partner.

Latttice and Lenz are containerized applications deployed into customer-controlled environments using single-click deployment. Neither is currently offered as Data Tiles-hosted SaaS. Customers provision, operate and maintain their environments and are responsible for infrastructure security, updates, backups and operational monitoring.

The Customer controls its integrations, data-source connections, credentials and permissions and is responsible for obtaining the necessary lawful authority, permissions, contractual rights and licences for its use of connected systems and client or other third-party data. An authorised connection to data hosted in a client’s or other third party’s environment does not constitute installation or deployment of the Software there and does not grant any onward software rights described in section 1. This Agreement does not assert unconfirmed data flows or practices of independently configured third-party integrations.

Data Tiles may provide documentation, training, technical guidance and advisory support in connection with the Software. Providing such materials or assistance does not make Data Tiles responsible for implementation, configuration, integration, testing, deployment or operation of the Customer’s infrastructure, and does not give Data Tiles access to private Customer Data. Any different allocation of responsibilities must be expressly agreed in writing before it applies.

Nothing in this section removes Data Tiles’ responsibility for obligations it expressly undertakes in writing or any liability that cannot lawfully be excluded.

The Customer retains ownership and control of any data and metadata processed using the Software ("Customer Data"), subject to applicable third-party rights. Customer Data includes data belonging to the Customer’s clients or other third parties that the Customer has the necessary lawful authority, permissions and contractual rights to access or process. Inclusion within Customer Data does not transfer ownership of third-party data to the Customer or Data Tiles, or grant software deployment, distribution, sublicensing or independent client-operation rights.

The Customer is responsible for ensuring that any Customer Data processed using the Software complies with applicable laws and regulations, including data protection and privacy laws in the jurisdictions where the Customer operates.

Data Tiles does not access Customer Data or customer environments during normal operations or standard support and does not ordinarily receive, store or process private Customer Data through software licensing, implementation guidance, training or support. Processing by the Software within Customer-controlled systems is distinct from access to or processing by Data Tiles itself.

Data Tiles does not access customer environments or private Customer Data for standard support. A request for support does not by itself authorise Data Tiles to access Customer Data or customer systems. Any exceptional access must be separately requested by Data Tiles, expressly authorised by the customer in writing and governed by appropriate written legal, privacy and security arrangements agreed before access occurs, and limited to what is reasonably necessary for the agreed purpose.

The Customer retains its rights in Customer Data when it is connected, analysed or used with permitted AI features. This Agreement grants Data Tiles no general right to use Customer Data or outputs owned by the Customer for its own model training or other independent purposes. References to outputs owned by the Customer mean results generated using the Software in which the Customer holds ownership rights under applicable law or a separate written agreement; they do not assert ownership of every AI-generated result or transfer Data Tiles’ intellectual property. Rights in third-party data and provider-generated materials remain subject to applicable law and the relevant third-party terms.

A data processing agreement is required where and to the extent Data Tiles actually processes Personal Data on the Customer’s behalf and applicable law requires it; customer-hosted licensing alone does not establish that role. Any required processing terms must be agreed before such processing begins.

AI models used by Latttice and Lenz are hosted within the Customer’s environment. Neither product sends information to external AI model providers as part of the current architecture, and neither product uses Customer Data to train AI models.

Data Tiles may provide updates, patches, improvements, or new versions of the Software from time to time.

Where updates are provided, the Customer may install such updates in accordance with the documentation provided by Data Tiles.

Unless otherwise specified in a separate support or maintenance agreement, the Customer is responsible for applying updates within its own infrastructure environment.

Failure to apply recommended updates may affect the performance or security of the Software.

The Customer must not, and must not permit any third party to:

• copy, modify, or create derivative works of the Software except as permitted by this Agreement

• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software except to the extent permitted by applicable law that cannot lawfully be excluded or restricted

• sublicense, rent, lease, distribute, install or deploy the Software in client or other third-party environments, give clients independent access to operate the Software itself, establish separate client deployments under the Customer’s existing licence, or otherwise make the Software available to third parties, except for access expressly permitted under section 1 or rights expressly authorised under an appropriate separate written licensing arrangement with Data Tiles

• use the Software to develop, operate, or support a competing product or service

• bypass or attempt to bypass security controls or licence enforcement mechanisms

The Customer must not use the Software or Data Tiles’ proprietary software components, source code, documentation or other protected materials to train, develop or improve artificial intelligence systems or competing software platforms without Data Tiles’ prior written consent, except to the extent expressly permitted by the licensed functionality or applicable law. This restriction does not prohibit legitimate use of licensed Latttice, Lenz or other Software functionality to create, configure, operate or improve governed data products, AI agents, workflows and outputs for permitted business purposes, including use of Customer Data that the Customer is authorised to access or process, and outputs owned by the Customer as described in section 4 within the applicable licence scope and subject to applicable law and third-party rights. This clause does not grant any right to train or fine-tune models beyond the licensed functionality of the Software, and does not authorise extraction or reproduction of Data Tiles’ protected technology, circumvention of licence controls, or development of a competing software platform using that protected technology.

The Customer is responsible for implementing appropriate technical and organisational security measures within its environment to protect the Software and any Customer Data processed within that environment.

The Customer must ensure that only authorised users have access to the Software and that appropriate authentication, access control, and monitoring mechanisms are maintained.

Latttice provides role-based access control (RBAC), attribute-based access control (ABAC), fine-grained access controls, data sensitivity controls and audit logging. Its governance capabilities operate at build time and runtime, but the Customer is responsible for configuring and applying its policies. These controls are not automatically configured for every Customer and do not replace the Customer’s infrastructure security responsibilities.

AI models used by Latttice and Lenz are hosted within the Customer’s environment. Lenz customers determine the actions their agents may perform and configure the relevant permissions and governance arrangements; this Agreement does not assert inherent action restrictions or mandatory human approval of every individual action.

Customer infrastructure incidents and operational response are the Customer’s responsibility. Data Tiles maintains its own internal security policies.

This Agreement remains in effect for the duration of the applicable licence term unless terminated earlier in accordance with this Agreement.

Data Tiles may terminate the licence if the Customer materially breaches the terms of this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice.

Upon termination or expiration of this Agreement, the Customer must cease using the Software and remove or deactivate any deployed instances of the Software.

Customer Data remains in the Customer’s environment when licensing ends, subject to applicable third-party rights. Latttice metadata can be exported by the Customer before the application is removed. The Customer is responsible for arranging any permitted export before removal and for its own backups and retention. This Agreement does not promise automatic exports, backup recovery or Data Tiles-provided export or deletion services, and does not grant additional use rights after termination.

The termination provisions above are subject to any conflicting terms and expressly agreed exceptions in the signed Applicable Agreement, as described in the Introduction. Suspension or restriction under the General Terms or Acceptable Use Policy does not itself terminate this licence or bypass the applicable notice and cure provisions. Nothing in those standard terms authorises Data Tiles to access customer-controlled systems or remove Customer Data.

To the maximum extent permitted by applicable law, Data Tiles shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the use or operation of the Software within the Customer’s environment.

Subject to the liability exceptions in this section and any liability terms in the Applicable Agreement, Data Tiles’ total aggregate liability shall not exceed the licence fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Nothing in these terms restricts applicable statutory rights that cannot lawfully be waived or limited.

The Customer agrees not to use the Software in violation of any applicable laws, including export control laws, sanctions regulations, or trade restrictions of the United Kingdom, the United States, or any other applicable jurisdiction.

The Customer is responsible for ensuring that its deployment and use of the Software complies with all applicable regulatory requirements in the jurisdictions where it operates.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Nothing in this Agreement prevents Data Tiles from seeking injunctive or equitable relief in any jurisdiction where infringement of its intellectual property rights or misuse of the Software may occur.

If you have questions regarding this Agreement, please contact:

Data Tiles Ltd

Website: https://www.data-tiles.com

Email: letstalkdata@data-tiles.io