End User License Agreement (EULA)

Article 1 — Definitions

Unless the context otherwise requires, the following terms shall have the following meanings in this EULA:

1. "Software" means the professional commercial version of the CyteEditor rich text editor (CyteEditor Pro), including all source code, object code, documentation, APIs, configuration files, and any updates and patches released over time; excluding any subset released as the open-source edition (CyteEditor Community Edition / CE).
2. "Pro" means the paid license tier of the Software, subject to this EULA.
3. "License Key" means the unique license key issued by Licensor to activate the Pro version of the Software; its issuance, revocation, and status verification are managed by Licensor's License Key service (based on Stripe Webhook and a JWT-based proprietary system).
4. "License Term" means the validity period corresponding to the SKU purchased by Customer (12 months for the annual subscription SKU; perpetual for the perpetual SKU, with a 36-month "Update Service" period).
5. "Subscription SKU" means a license form in which Customer pays an annual subscription fee and ceases to use the Software upon discontinuation of payment.
6. "Perpetual SKU" means a license form in which Customer pays a one-time higher fee to obtain perpetual usage rights, bundled with a "3-Year Update Service" (including all new versions of the Software released within 36 months).
7. "IP Exclusive Licensing Agreement" means the agreement entered into between the IP owner and Licensor, pursuant to which Licensor obtains the global exclusive commercial license to the Software.
8. "Affiliate" means any entity that controls, is controlled by, or is under common control with Licensor; also includes any entity controlled or owned by the IP owner (including CyteEditor Limited or its successor).
9. "Successor Entity" means the successor company to which the IP owner assigns its rights and obligations under this EULA (typically CyteEditor Limited, to be incorporated by the IP owner in the future).
10. "Authorized Users" means employees, independent contractors, and outsourced personnel authorized by Customer to use the Software, provided that their use is solely for Customer's internal business purposes.
11. "Customer Business" means the products, services, or internal business activities that Customer provides for itself or its clients.
12. "Written Notice" means a notice delivered by email to the address specified in Article 13.4 of this EULA, or by registered mail to the address set forth in Article 13.4.
13. "License Fees" means all fees payable by Customer to Licensor in consideration of the license granted under this EULA.

Article 2 — License Grant

2.1 License Scope: Upon Customer's full payment of applicable fees and subject to compliant use, Licensor grants Customer a non-exclusive, non-transferable, revocable license, limited by the terms of this EULA, permitting Customer to:

1. Embed, invoke, and configure the Software within Customer's business systems to provide functionality as part of Customer's business to its end users;
2. Use the Software by Authorized Users for Customer's internal business purposes;
3. Use all commercial features of the Software during the purchased SKU and active license status.

2.2 License Seats / Application Binding: Each License Key corresponds to the application binding count (app binding) of the specific SKU purchased by Customer:

2.3 License Term:

1. Subscription SKU: 12 months from the date of activation. Customer may choose to renew 30 days prior to expiration; if not renewed, the License Key enters an "expired" status upon the expiration date and becomes invalid.
2. Perpetual SKU: Perpetual usage rights (even after the "3-Year Update Service" expires, Customer may continue to use the version purchased and all versions released within the subsequent 36 months); however, the "3-Year Update Service" period is 36 months, after which Customer loses the right to receive new versions but may renew the update service at 50% of the then-current list price published on the official website.

2.4 License Type: The license granted under this EULA is a "Commercial End-User License" only. Customer shall not:

1. Resell, redistribute, distribute, lease, lend, lend-as-a-service, or otherwise make the Software available as a standalone product to any third party;
2. Embed the Software into a competing editor product whose core commercial value derives from the Software;
3. Sell the Software to third parties as a primary feature of Customer's product without achieving "Material Value Addition."

"Material Value Addition" shall be determined by Licensor based on commercial practice and Customer's business model; Licensor reserves the right to confirm or reject the compliance of such business model in writing within 30 days of receiving a clear description of Customer's business model. If Customer's business model constitutes an OEM / Reseller arrangement, Customer shall separately purchase the Pro OEM tier and execute an OEM supplementary agreement.

Article 3 — Restrictions and Tax Responsibility

3.1 Usage Restrictions

Except as expressly permitted by this EULA, Customer shall not, and shall not permit any third party to:

1. Reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive the source code of the Software (except to the extent required by applicable law, in which case Customer shall provide written notice to Licensor at least 14 days prior to taking such action);
2. Modify, adapt, translate, create derivative works of, or make any unauthorized modifications to any part of the Software;
3. Remove, alter, conceal, or otherwise circumvent any copyright notice, trademark, brand identifier, license declaration, or comment within the Software;
4. Circumvent or attempt to circumvent the License Key verification, encryption, anti-copying, or other technical protection measures of the Software; this provision expressly includes, without limitation: (a) modifying, deleting, disabling, or bypassing the JWT signature verification logic, tier guard (requireTier), degradation fallback (watermark / readonly / block), or integrity self-check components within the @cyte-editor/license client SDK; (b) forging, tampering with, or re-signing License JWTs; (c) tampering with the copyright banner, build timestamp, or Git SHA fingerprint in the build artifact header of the Software; (d) using a reverse-engineered public key with third-party signing tools to issue unauthorized License Keys;
5. Use the Software in violation of any applicable law, including without limitation export control laws, privacy protection laws, anti-money laundering laws, and anti-terrorism financing laws;
6. Use the Software for real-time control, medical diagnosis, life support, nuclear facility control, weapons systems, air traffic control, or other high-risk applications, unless separately authorized in writing by Licensor;
7. Continue using the Software when Customer knows that a critical vulnerability has been publicly disclosed via GitHub Security Advisories and remains unpatched;
8. Share, assign, or lend the Software's License Key to or with other customers;
9. Tamper with the copyright fingerprint and integrity self-check of the Software: The copyright banner in the build artifact header (containing Licensor's name, build timestamp, Git SHA, and EULA link) and the multiple redundant integrity self-checks within the @cyte-editor/license SDK constitute the Copyright Management Information of the Software; Customer shall not remove, alter, conceal, or otherwise interfere with the aforementioned fingerprints and self-check logic. Violators shall, in addition to license termination under Article 6, be subject to claims by Licensor under section 274/275 of the Copyright (Amendment) Ordinance (Hong Kong Cap. 528) and 17 U.S.C. § 1202 (DMCA).

3.2 Tax Responsibility

The License Fees do not include taxes. Customer shall be responsible for paying any and all taxes arising out of or related to this Agreement, including but not limited to VAT, GST, consumption tax, sales tax, customs duties, and any other taxes of any nature. If applicable law requires Licensor to collect any taxes, Customer shall promptly reimburse Licensor upon written notice.

Article 4 — Intellectual Property

4.1 Ownership: All intellectual property rights in the Software (copyright, patents, trade secrets, trademarks) are originally owned by the IP owner; Licensor obtains the global exclusive commercial license and trademark usage rights pursuant to the IP Exclusive Licensing Agreement. The license granted under this EULA does not constitute a transfer of intellectual property.

4.2 Customer Content: All documents, text, images, attachments, and other content created, uploaded, or edited by Customer using the Software (collectively, "Customer Content") shall remain the exclusive property of Customer. Neither Licensor nor the IP owner shall assert any rights therein, nor shall such content be used to train any AI / machine learning models, nor disclosed to any third party (except with Customer's written consent or as required by law).

4.3 Feedback: Customer may voluntarily submit feedback, suggestions, bug reports, or feature requests regarding the Software to Licensor ("Feedback"). Customer hereby irrevocably, perpetually, and royalty-free grants to Licensor and the IP owner the right to use, copy, modify, commercialize, and distribute such Feedback, without limitation on other rights granted under this EULA.

4.4 Trademarks: "CyteEditor," "CyteEditor Pro," "CyteEditor Community Edition," and their associated logos are registered or unregistered trademarks of the IP owner; Licensor obtains usage rights pursuant to the IP Exclusive Licensing Agreement. Customer shall not use such trademarks without prior written authorization from Licensor.

Article 5 — Fees and Payment

5.1 Pricing: Current pricing is available on Licensor's official website (https://cyteeditor.com/pricing). The pricing at the time of this EULA is as follows:

Licensor reserves the right to change pricing upon reasonable notice; such changes shall not affect the existing rates within Customer's already-purchased license term.

5.2 Payment Method: Customer shall make payment through Licensor's designated payment channels (Stripe, and other channels as agreed in writing by Licensor). All payments are denominated in USD; any currency conversion differences shall be borne by Customer.

5.3 Refund Policy: Licensor does not offer a general refund or money-back guarantee. Refunds are issued solely at Licensor's discretion when a Major Risk Event occurs (as defined in the Refund Policy, Annex A). Customers do not have the right to proactively request or demand refunds. Customer may cancel auto-renewal of Subscription SKUs at any time per the Refund Policy §3, but such cancellation does not constitute a refund of the current license term. The "Renewal Update Fee" for a Perpetual SKU and Pro OEM licenses are non-refundable. See the Refund Policy (Annex A) for full details.

5.4 Taxes (cross-reference to Article 3.2): See Article 3.2 of this EULA. Fees collected by Licensor are net of taxes; Customer shall bear the applicable VAT / GST / Sales Tax / Consumption Tax / customs duties for its jurisdiction.

5.5 Late Payment: If Customer fails to pay any amount due and such failure continues for 30 days after the due date, Licensor may, at its option:

1. Charge late payment interest at 1.5% per month from the due date (or the highest rate permitted by applicable law, whichever is lower);
2. Suspend Customer's License Key for 30 days until Customer pays the late fee;
3. Terminate this EULA under Article 6 on the 60th day after Customer has been confirmed to be in "arrears" status.

Article 6 — Term and Termination

6.1 Term: This EULA takes effect on the date Customer first activates the License Key and continues until the occurrence of any of the following:

1. Customer gives written notice to Licensor of termination;
2. Both parties mutually agree in writing to terminate;
3. Either party exercises its termination right under this Article 6;
4. The license term of Customer's purchased Subscription SKU expires and is not renewed.

6.2 Termination for Customer Breach: If Customer breaches any material term of this EULA (including without limitation Article 2 license scope, Article 3.1 usage restrictions, Article 4.4 trademarks, Article 5 payment obligations), Licensor may:

1. Demand in writing that Customer cure the breach within 14 days (if the breach is curable in nature);
2. If Customer fails to cure within 14 days, or if the breach is incurable in nature (such as reverse engineering or unauthorized distribution), Licensor may immediately terminate this EULA in writing;
3. Upon termination, Licensor may immediately revoke Customer's License Key and notify Stripe to suspend / reverse refunds.

6.3 Termination for Licensor Breach: If Licensor breaches any material term of this EULA (such as failing to remediate a critical defect reported by Customer within a reasonable time), Customer may demand a 14-day cure period in writing; if the breach is not cured, Customer may terminate this EULA and seek compensation subject to the liability cap set forth in Article 8.

6.4 Effect of Termination:

1. Customer shall immediately cease using the Software, except that Customer may continue use during a transition period agreed in writing by Licensor to facilitate migration;
2. Customer shall delete all copies of the Software within 30 days (except backups required by law) and provide written confirmation of deletion to Licensor;
3. Customer shall pay all fees due up to the date of termination;
4. Articles 4 (Intellectual Property), 7 (Assignment), 8 (Limitation of Liability), 9 (Disclaimer of Warranty), 10 (IP Indemnification), and 13 (General Provisions) shall survive termination.

Article 7 — Assignment to Affiliate or Successor Entity

7.1 Licensor's Assignment Right

Licensor reserves the right, upon ninety (90) days' written notice, to assign all rights and obligations under this EULA to its Affiliate or Successor Entity (including CyteEditor Limited or any other successor company to be incorporated by the IP owner), without further consent from Customer. Customer's license rights, payment obligations, support entitlements, refund rights, and liability cap shall remain unaffected; the assignee shall assume all obligations of Licensor under this EULA.

7.2 Conditions for Assignment Effectiveness:

1. Licensor delivers at least 90 days' written assignment notice to Customer's registered email address;
2. The assignee provides a written commitment to assume all of Licensor's obligations under this EULA;
3. The assignee is an Affiliate or Successor Entity controlled by the IP owner;
4. The assignment does not result in a downgrade of Customer's license tier, price increase, or reduction of rights.

7.3 EULA Upgrade Following Assignment: After the assignment becomes effective, the assignee may, upon reasonable notice, replace this EULA with its then-current standard EULA (typically the complete EULA containing the OPC Continuity Clause); provided, however, that within Customer's existing license term, the assignee shall not unilaterally adjust:

1. The license fee rate already paid by Customer;
2. The application binding count of Customer's activated SKU;
3. The liability cap (USD 5,000 shall not be reduced);
4. The Refund Policy (Licensor's obligation to consider refunds for Major Risk Events shall not be eliminated for existing customers).

7.4 Customer's Non-Assignment Obligation: Customer shall not assign its rights and obligations under this EULA to any third party without Licensor's prior written consent.

Article 8 — Limitation of Liability

8.1 Cap: To the maximum extent permitted by applicable law, regardless of the basis of the claim (contract, tort, strict liability, or otherwise), Licensor's aggregate liability to Customer shall not exceed the higher of:

1. The total fees actually paid by Customer to Licensor in the 12 months preceding the event giving rise to liability; or
2. Five Thousand US Dollars (USD 5,000).

8.2 Exclusion of Indirect Damages: To the maximum extent permitted by applicable law, Licensor shall in no event be liable for indirect, special, incidental, punitive, exemplary, or consequential damages (including without limitation loss of business, loss of profits, loss of goodwill, loss of data, or service interruption), whether or not Licensor was advised of the possibility of such damages.

8.3 Non-Application: The liability limitations in this Article 8 shall not apply to:

1. A party's infringement of the other party's intellectual property (subject to Article 10 IP Indemnification, without separate cap);
2. A party's fraud, willful misconduct, or gross negligence;
3. Liability that applicable law expressly prohibits from being limited (such as personal injury or death).

Article 9 — Disclaimer of Warranty

9.1 AS-IS: To the maximum extent permitted by applicable law, the Software is provided on an "AS-IS" and "AS-AVAILABLE" basis, and Licensor and the IP owner make no warranties, express or implied, including without limitation:

1. Implied warranties of merchantability;
2. Implied warranties of fitness for a particular purpose;
3. Implied warranties of non-infringement;
4. Warranties that the Software will be uninterrupted, error-free, secure, or that all defects will be corrected.

9.2 Statutory Warranties: Where applicable law does not permit the exclusion of the above warranties (such as certain consumer protection laws in Hong Kong, the European Union, or Australia), the above exclusions shall not apply only to the extent required by such law.

9.3 Customer's Risk: Customer uses the Software at its own risk. Licensor is not responsible for the results of Customer's use of the Software (including Customer Content, Customer Business, or Customer's end-user experience).

Article 10 — IP Indemnification

10.1 Licensor's IP Indemnification Obligation: To the maximum extent permitted by applicable law, if a third party brings a claim or arbitration against Customer alleging that the Software itself (excluding Customer's modifications, Customer Content, or Customer's combined use) infringes a registered copyright, patent, or trademark of such third party in Hong Kong, the United States, the European Union, the United Kingdom, Japan, Australia, Canada, or Singapore, Licensor shall:

1. Defend Customer at its own expense or, at Licensor's discretion, settle with the claimant;
2. Pay the final judgment or settlement amount of such proceedings;
3. The liability cap shall be three times the fees actually paid by Customer to Licensor in the 12 months preceding the event giving rise to the claim, or Five Thousand US Dollars (USD 5,000), whichever is higher.

10.2 Customer's Cooperation Obligation: Customer shall:

1. Provide written notice to Licensor within 14 days of receiving notice of the claim;
2. Not make any statements or settlements that may prejudice Licensor's interests;
3. Reasonably cooperate with Licensor's defense and settlement (at Licensor's expense).

10.3 Exceptions: The indemnification obligation under Article 10.1 shall not apply to claims arising from:

1. Customer's modifications to the Software;
2. Customer Content;
3. The combination of the Software with Customer's third-party software;
4. Customer's breach of any term of this EULA.

10.4 Customer's Reverse IP Indemnification Obligation: If Customer's modifications to the Software, Customer Content, or combined use with third-party software results in a third-party infringement claim against Licensor, Customer shall provide equivalent IP indemnification to Licensor (capped at three times the fees actually paid by Customer).

Article 11 — Data Protection

11.1 Applicable Laws: Both parties shall comply with applicable data protection laws, including without limitation:

1. EU GDPR and UK GDPR;
2. Hong Kong Personal Data (Privacy) Ordinance (PDPO);
3. California CCPA / CPRA;
4. Equivalent privacy protection laws in Customer's jurisdiction.

11.2 Data Processing Agreement (DPA): If Customer processes personal data under GDPR / UK GDPR / PDPO / CCPA and uses the Software as a data processor, the parties shall enter into a separate DPA prior to or concurrently with this EULA.

11.3 Data Usage and Retention:

1. Licensor shall not use Customer Content to train any AI / machine learning models;
2. Licensor shall not sell or share Customer Content with third parties;
3. Licensor accesses and processes Customer's personal data only for the purposes of providing License Key verification, error reporting, and refund processing;
4. Licensor deletes all of Customer's personal data within 90 days after termination of this EULA (except for backup records required by law).

11.4 Data Breach Notification: If Licensor discovers a security incident that may affect Customer Content or Customer's personal data, Licensor shall provide written notice to Customer within 72 hours, including the nature of the incident, the types of data affected, the number of affected customers, mitigation measures taken, and recommended response measures for Customer.

11.5 Security Measures: Licensor takes reasonable security measures consistent with industry practice (minimum standards: site-wide HTTPS, Stripe PCI-DSS Level 1, Cloudflare WAF, JWT ES256 signing, Webhook signature verification).

Article 12 — Export Control & Sanctions

12.1 Applicable Laws: The use, export, re-export, and transfer of the Software shall comply with the export control and economic sanctions laws of the Hong Kong Special Administrative Region, the United States of America, the European Union, the United Nations, and other applicable jurisdictions.

12.2 Customer's Representations and Warranties: Customer represents and warrants that:

1. It is not, and is not subject to the following lists: OFAC SDN List, OFAC Sectoral Sanctions Identifications List (SSI / FSE / NS-MBS), UN Security Council Sanctions List, EU Restrictive Measures List, Hong Kong Anti-Money Laundering and Counter-Terrorist Financing List;
2. It is not owned 50% or more, or controlled, by any entity on the above lists;
3. It shall not use the Software in business on behalf of itself or on behalf of any entity on the above lists.

12.3 Licensor's Reserved Rights: Licensor reserves the right not to sell the Software to any entity on the above-referenced restricted lists. If Customer's representations and warranties are found to be untrue or change, Licensor may immediately terminate this EULA upon written notice without any refund obligation.

Article 13 — General Provisions

13.1 Entire Agreement: This EULA (together with the IP Exclusive Licensing Agreement between the IP owner and Licensor, and any DPA executed by the parties) constitutes the entire and exclusive agreement between the parties regarding the Software, superseding any prior oral or written agreements regarding the Software.

13.2 Amendments: Amendments to this EULA are effective only upon written signature by both parties; Licensor may unilaterally amend its SaaS service terms (such as the service level agreement on the official website) upon reasonable notice, without affecting Customer's existing license tier.

13.3 Force Majeure: Neither party shall be liable for failure to perform its obligations under this EULA due to events beyond its reasonable control (including without limitation natural disasters, war, terrorism, government action, cyberattacks); the affected party shall promptly notify the other party and take reasonable mitigation measures.

13.4 Notices: Written notices under this EULA shall be delivered to:

• To Licensor: Datability Limited, registered office at Flat 2401-16, Wing Shing Industrial Building, 26 Ng Fong St, San Po Kong, Hong Kong; email legal@cyteeditor.com;
• To Customer: The email address registered in Customer's Stripe or Licensor account system.

13.5 Assignment: See Article 7 (Assignment). Customer shall not assign its rights and obligations under this EULA to any third party without Licensor's prior written consent.

13.6 Governing Law: This EULA shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

13.7 Arbitration: Any dispute arising out of or relating to this EULA (including without limitation the validity, interpretation, performance, breach, termination, and related non-contractual obligations) shall first be attempted to be resolved through 30 days of amicable consultation; if such consultation fails, the dispute shall be finally submitted to HKIAC arbitration:

1. Seat of arbitration: Hong Kong;
2. Arbitration rules: HKIAC Administered Arbitration Rules in effect at the time;
3. Language of arbitration: English;
4. Number of arbitrators: 1 (for disputes ≤ USD 50,000) or 3 (for disputes > USD 50,000);
5. The arbitral award shall be final and binding on both parties.

13.8 No Waiver: A party's failure to timely assert its rights under this EULA shall not constitute a waiver of such rights; any waiver must be in writing.

13.9 Severability: If any provision of this EULA is held by a competent authority to be invalid or unenforceable, the remaining provisions shall continue in full force; the invalid provision shall be replaced with the valid provision that most closely reflects the parties' original intent, to the minimum extent necessary to cure the invalidity.

13.10 Headings: The headings in this EULA are for convenience only and shall not affect the interpretation of the provisions.

13.11 Authoritative Text: The English version of this EULA is the authoritative version. In the event of any translation discrepancy, the English version shall prevail.

13.12 Third-Party Rights: Except as expressly provided herein, this EULA does not create any third-party rights (including rights under the Contracts (Rights of Third Parties) Ordinance of Hong Kong). Exception: The assignee under Article 7 (Affiliate or Successor Entity of the IP owner) shall be a specified third-party beneficiary with the right to receive the assignment and exercise Licensor's rights under Article 7.

Article 14 — Signature Block

Licensor:

Datability Limited

Authorized Signatory: ____________________

Title: Director / Sole Director

Date: __________________

Customer:

Customer Name

Authorized Signatory: ____________________

Title: ____________________

Date: __________________

Schedule of Annexes

The following annexes shall be deemed an integral part of this EULA: