License Agreement

Last updated: 10 May 2026

This License Agreement / Terms of Use (the "Agreement") governs the relationship between PROFSOFT GLOBAL - FZCO, a free zone company established in Dubai, United Arab Emirates, Trade License No. 21028, with its registered address at 6008, UAE, Dubai, Dubai Silicon Oasis, IFZA Properties, A2 (the "Licensor"), and any person accessing or using the Service (the "User"). The Licensor and the User are collectively referred to as the "Parties" and individually as a "Party".

This Agreement is intended to operate as an electronic contract for the provision of access to software-as-a-service, AI aggregation functionality and related digital services. By registering an Account, clicking an acceptance button, placing an order, paying for a Subscription, purchasing Credits, using the Service, or otherwise indicating acceptance electronically, the User accepts this Agreement in full.

If the User acts for or on behalf of a legal entity, the User confirms that the User has authority to bind that legal entity to this Agreement. If the User does not agree to this Agreement, the User must not register, access or use the Service.

1. Terms and Definitions

Account - a user account created or maintained in the Service, including credentials, authentication details, usage settings, billing information and other data associated with access to the Service.

Acceptance - full and unconditional acceptance of this Agreement by the User, including by electronic means such as registration, click-wrap acceptance, payment, purchase of Credits, use of the Service or any other conduct demonstrating acceptance.

API - application programming interfaces and related technical documentation made available by the Licensor to enable the User to submit Requests to the Service and receive Generated Materials.

Applicable Law - all laws, regulations, decisions and mandatory requirements applicable to the Parties, the Service, digital commerce, personal data, electronic transactions, intellectual property, consumer protection, cybercrime, online content, sanctions, export controls and payment processing in the United Arab Emirates and any other relevant jurisdiction.

Confidential Information - non-public information disclosed by one Party to the other Party or accessed through the Service that is identified as confidential or should reasonably be understood to be confidential, including business, technical, commercial, security, product and usage information.

Content - any information, files, text, images, prompts, instructions, materials, data or other content submitted, uploaded, transmitted, generated or otherwise made available by the User through the Service, including User Content and Generated Materials.

Credits - prepaid usage units, tokens, limits or other paid entitlements that allow the User to access additional or extended Service functionality in accordance with the Tariffs.

Generated Materials - outputs, responses, files, images, texts, videos, code, data, recommendations, elements or other materials generated, created or returned through the Service or through Third-Party AI Providers in response to a Request.

Neural Networks / AI Models - artificial intelligence models, machine learning models, neural networks, generative AI systems and related software or hosted services used directly or indirectly through the Service.

Privacy Policy - the Licensor privacy policy available at https://strophe.app/docs/privacy, as amended from time to time.

Request - a prompt, instruction, upload, API call, file, data transmission or other input submitted by the User through the Service for the purpose of processing, analysis, storage, generation or creation of Generated Materials.

Service - the software, website, platform, API, AI aggregation tools and related digital services made available at https://strophe.app/ and any related domains, interfaces, features, subscriptions, trials, beta features and support services provided by the Licensor.

Subscription - a paid, trial, promotional or recurring plan for access to the Service, as described in the Tariffs or in the Service interface.

Tariffs - the plans, prices, limits, fees, renewal periods, usage allowances and other commercial terms for the Service published at https://strophe.app/pricing or otherwise displayed in the Service at the time of purchase.

Third-Party AI Providers - third-party providers of AI Models, infrastructure, APIs, cloud processing, payment processing, hosting, analytics, moderation, security or other technologies used to provide the Service.

User - an individual or legal entity that registers for, accesses or uses the Service, including a person acting on behalf of a company, organisation or other principal.

User Content - Content submitted, uploaded, transmitted or otherwise provided by the User to the Service, excluding Generated Materials returned by the Service.

2. Subject Matter and Formation of the Agreement

2.1. The Licensor grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service in accordance with this Agreement, the Tariffs, the Privacy Policy and Applicable Law.

2.2. This Agreement is formed electronically. Electronic records, electronic communications, click-wrap acceptance, account registration, payment records and other electronic evidence may be used to evidence the conclusion and performance of this Agreement.

2.3. The Licensor may provide access to the Service directly or through Third-Party AI Providers, contractors, affiliates, payment processors, hosting providers or other service providers without separate approval from the User, provided that such engagement is consistent with this Agreement and the Privacy Policy.

2.4. The User is solely responsible for obtaining and maintaining Internet access, devices, software, browsers, compatible systems, permissions, payment methods and other resources required to use the Service.

2.5. The following documents form an integral part of this Agreement and must be accepted and complied with by the User:

• Privacy Policy: https://strophe.app/docs/privacy

• Tariffs for the Service: https://strophe.app/pricing

• Paid Subscription terms, if activated: https://strophe.app/docs/subscription

  2.6. Instructions, notices, technical rules, account restrictions, usage limits, safety rules, acceptable use rules, AI model notices and other rules displayed in the Service are binding on the User.

  2.7. The Licensor may amend this Agreement, the Tariffs, the Privacy Policy and Service rules from time to time. Unless a longer period is required by Applicable Law, the amended version becomes effective when published in the Service or otherwise notified to the User. Continued use of the Service after publication or notice constitutes acceptance of the amended version.

  2.8. If the User does not agree to an amendment, the User must stop using the Service and may terminate the Agreement in accordance with Section 6. Mandatory rights of consumers under Applicable Law are not excluded or limited by this clause.

3. Principles of Service Use and Third-Party AI Terms

3.1. The Service is an AI aggregation platform. The Licensor is not the owner of all AI Models accessible through the Service and does not grant the User any license to third-party AI Models themselves, except for the technical access made available through the Service.

3.2. The User accepts and undertakes to comply with the terms, policies and usage rules of Third-Party AI Providers to the extent applicable to the User’s use of the Service, including, where applicable:

• OpenAI terms and policies: https://openai.com/policies/

• OpenRouter terms: https://openrouter.ai/terms

• fal.ai terms: https://fal.ai/terms

  3.3. Third-Party AI Provider terms may include additional requirements, restrictions or limitations relating to prompts, outputs, commercial use, prohibited content, data processing, rate limits, safety policies and model availability. The User must comply with those terms in addition to this Agreement.

  3.4. AI Models and AI-generated outputs may be probabilistic, incomplete, inaccurate, biased, similar to outputs provided to other users, or unsuitable for the User’s intended purpose. The User is responsible for independently reviewing, verifying and validating Generated Materials before relying on them or using them publicly or commercially.

  3.5. The Licensor may add, remove, suspend, replace, update or modify AI Models, providers, features, beta functionality, limits or interfaces without prior notice where necessary for security, compliance, technical, commercial or operational reasons.

  3.6. The User may use the Service for lawful commercial or non-commercial purposes, subject to this Agreement, the Tariffs, third-party terms and Applicable Law.

  3.7. Beta, experimental, preview or early-access features are provided for testing only and may be changed, withdrawn, limited or discontinued at any time. They may be subject to additional terms.

4. License and Service Use Conditions

4.1. Subject to payment of applicable fees and compliance with this Agreement, the Licensor grants the User a limited right to access and use the Service during the applicable Subscription period or trial period, on the territory where such use is lawful.

4.2. After registration, the Licensor may provide the User with trial, demonstration, free or limited access to the Service. The scope, duration and limits of such access are determined by the Licensor, the Tariffs or the Service interface.

4.3. Registration is completed when the User provides the required email address or other registration data, passes the required authentication process and receives access to the workspace or Account.

4.4. The User must provide accurate, current and complete registration and billing information, maintain the confidentiality of access credentials and promptly notify the Licensor of any suspected unauthorised access.

4.5. Registration or use through temporary, disposable, fraudulent, misleading or short-lived email services is prohibited. The Licensor may refuse registration, suspend or terminate an Account if it reasonably suspects breach of this requirement.

4.6. The User is responsible for all actions performed through the Account unless the User proves that unauthorised access occurred without the User’s fault and despite reasonable security measures.

4.7. If the User grants access to any employee, contractor, affiliate, customer, agent or other third party, the User remains responsible for ensuring that such person complies with this Agreement and for all actions taken through the Account.

4.8. The User must not use the Service, submit Requests or generate, store, publish, distribute or transmit Content that:

• violates Applicable Law, third-party rights, public order, morality, security requirements or court/government orders;

• constitutes or facilitates cybercrime, hacking, unauthorised access, malware, phishing, fraud, impersonation, identity theft, scraping, spam or circumvention of security controls;

• is defamatory, misleading, false, deceptive, fraudulent, threatening, harassing or invasive of privacy;

• incites hatred, discrimination, violence, terrorism, extremism or unlawful activity;

• insults religion, promotes sectarian hatred, violates public morals, contains unlawful obscene or pornographic material, or is otherwise prohibited for online publication under Applicable Law;

• infringes intellectual property, trade secrets, confidentiality, data protection, personality, publicity or other rights of any person;

• includes personal data, sensitive personal data, payment data, official secrets, state secrets, trade secrets or other confidential information unless the User has all required rights and lawful basis and such processing is permitted by the Privacy Policy and Applicable Law;

• is intended to mislead persons into believing AI-generated content is human-created, official, verified or authentic where disclosure is required by law or context;

• overloads, disrupts, reverse engineers, probes, scans, interferes with or attempts to compromise the Service, its infrastructure or any third-party systems;

• violates sanctions, export control, anti-money laundering, anti-bribery or anti-corruption requirements applicable to the User, the Licensor or Third-Party AI Providers.

  4.9. The Licensor may moderate, restrict, reject or remove Requests or Content, suspend generation, limit usage, block access, cancel suspicious Requests, or suspend or terminate the Account where the Licensor reasonably believes that the User has breached this Agreement, Applicable Law, third-party terms, security rules or payment requirements.

  4.10. Where reasonably practicable and legally permitted, the Licensor will notify the User of material restrictions, the reason for them and available remedial steps. Immediate action may be taken without prior notice where required for security, legal compliance, fraud prevention, protection of third-party rights or prevention of harm.

5. Fees, Subscription and Payment Terms

5.1. Fees for the Service are determined by the Tariffs displayed in the Service or at https://strophe.app/pricing at the time of purchase. The Tariffs may specify Subscription periods, included usage, usage limits, Credits, additional fees, renewal terms and currency.

5.2. Unless expressly stated otherwise in the Service, fees are due in advance and are payable by the payment methods made available by the Licensor or its payment processors. The User authorises the Licensor and its payment processors to charge the selected payment method for all fees, renewals, Credits, taxes and other payable amounts.

5.3. Prices may be displayed in AED, USD or any other currency specified by the Licensor. Currency conversion, bank charges, card charges, payment processor charges and similar charges are the User’s responsibility unless stated otherwise.

5.4. Unless stated otherwise, prices are exclusive of VAT, sales tax, withholding tax, digital services tax, bank charges and any similar taxes, duties or charges. Where UAE VAT or other taxes are applicable, they may be added to the payable amount in accordance with Applicable Law.

5.5. The Licensor may issue electronic invoices, receipts, payment confirmations or other electronic records. If the User requires a specific invoice format or company details, the User must provide accurate billing information before payment or within the period reasonably specified by the Licensor.

5.6. If the User selects a recurring Subscription, the Subscription will automatically renew for successive renewal periods unless cancelled in accordance with the Service interface or the applicable Subscription terms. The User authorises recurring charges until cancellation takes effect.

5.7. The User may cancel future renewals. Cancellation does not automatically entitle the User to a refund for a current paid period, except where required by Applicable Law, expressly stated in the Tariffs, or voluntarily approved by the Licensor.

5.8. The Licensor may change the Tariffs, features or included usage for future Subscription periods. Changes do not apply retroactively to fees already paid for a current Subscription period unless required by Applicable Law or agreed with the User.

5.9. The Licensor may engage payment processors, acquirers, collection agents, resellers, marketplaces, sub-agents or other third parties to process payments, issue invoices, manage subscriptions or collect amounts due.

5.10. If a payment fails, is reversed, disputed, charged back, refunded by a bank or suspected to be fraudulent, the Licensor may suspend access, reduce limits, cancel Credits or terminate the Account after notice where reasonably practicable.

5.11. Nothing in this Agreement limits any mandatory refund, repair, replacement, cancellation, information or consumer rights that apply under UAE consumer protection, modern technology-based trade or other Applicable Law.

5a. Additional Services and Credits

5a.1. The User may purchase Credits, extended limits, additional generations, add-ons, professional support or other additional paid services as made available in the Service.

5a.2. The scope, quantity, price, validity period, usage limits and expiration rules for Credits or additional services are specified in the Tariffs, in the Service interface or at the point of purchase.

5a.3. Credits are a contractual entitlement to access additional Service capacity. Credits are not money, electronic money, stored value, securities or financial instruments and are not transferable, resalable or redeemable for cash unless expressly required by Applicable Law.

5a.4. Unless otherwise required by Applicable Law or expressly stated at the point of purchase, purchased Credits and additional services are non-refundable once access to the corresponding entitlement has been made available or the Service capacity has been reserved for the User.

5a.5. The Licensor may voluntarily refund or restore Credits where:

• the User was charged twice for the same purchase;

• payment was taken because of proven unauthorised or fraudulent activity not caused by the User’s breach of this Agreement;

• the Service materially failed to provide the purchased entitlement and the failure was not caused by the User, Third-Party AI Provider restrictions, misuse, unlawful use or force majeure;

• a refund, cancellation or remedy is required by Applicable Law.

5a.6. Approved refunds may be made to the original payment method within a reasonable period, subject to payment processor rules, anti-fraud checks, bank processing times and Applicable Law. The Licensor may deduct or set off amounts lawfully due, including chargeback costs, fraud losses, unpaid fees and documented expenses where permitted by Applicable Law.

6. Term and Termination

6.1. This Agreement enters into force upon Acceptance and remains in effect until terminated in accordance with this Section 6 or until the User’s access expires without renewal.

6.2. The User may stop using the Service at any time. If the User has a paid Subscription, cancellation of future renewal must be completed through the Service interface or by contacting the Licensor using the contact details in Section 14, subject to the applicable Tariffs and Subscription terms.

6.3. The Licensor may terminate this Agreement or suspend, restrict or terminate access to the Service immediately if:

• the User materially breaches this Agreement, third-party terms or Applicable Law;

• the User fails to pay any amount due or initiates an unjustified chargeback;

• the User uses temporary, misleading or fraudulent registration details;

• the User’s use creates security, legal, reputational, operational or financial risk for the Licensor, other users, Third-Party AI Providers or third parties;

• a Third-Party AI Provider, hosting provider, payment processor or regulator requires suspension or restriction;

• continued provision of the Service becomes unlawful, commercially impracticable, technically impossible or materially restricted by third-party dependencies;

• the Licensor discontinues the Service or a material part of it.

  6.4. Where suspension or termination is not urgent and is not prohibited by law, the Licensor will use reasonable efforts to provide notice and an opportunity to remedy the breach. The Licensor may act without notice where immediate action is required for compliance, security, fraud prevention, prevention of harm or protection of third-party rights.

  6.5. Upon termination, the User must cease using the Service and all rights granted to the User under this Agreement will end. Sections intended by their nature to survive termination, including intellectual property, payment obligations, confidentiality, data protection, liability limitations, indemnities and dispute resolution, will survive termination.

  6.6. Termination does not affect accrued rights and obligations, including payment obligations and liability for prior breaches. Access to Account data after termination may be limited and subject to the Privacy Policy, retention rules, legal obligations and technical limitations.

7. Intellectual Property Rights

7.1. The Service, software, source code, object code, algorithms, interfaces, design, databases, documentation, trade names, trademarks, logos, know-how, workflows, prompts, templates, model orchestration, platform architecture and other protected elements are owned by, licensed to or otherwise lawfully controlled by the Licensor or its licensors.

7.2. No rights are granted to the User except for the limited access and use rights expressly set out in this Agreement. All rights not expressly granted are reserved.

7.3. The User must not:

• copy, reproduce, distribute, sell, lease, sublicense, assign, transfer, make available or otherwise exploit the Service except as expressly permitted;

• reverse engineer, decompile, disassemble, translate, modify, adapt, create derivative works of, or attempt to derive the source code, architecture or non-public algorithms of the Service, except to the extent such restriction is prohibited by Applicable Law;

• bypass, disable, remove or interfere with usage limits, security features, notices, watermarking, attribution, access controls or technical protection measures;

• use the Service to build, train, benchmark or improve a competing product or service, except as expressly permitted in writing by the Licensor;

• use Licensor trademarks, trade names, logos or branding without prior written consent;

• provide sublicenses, resell access, share credentials, make the Account available to unauthorised persons or otherwise transfer rights under this Agreement.

  7.4. The User represents and warrants that the User has all rights, permissions, consents and lawful bases required to submit User Content to the Service and to allow the Licensor and Third-Party AI Providers to process it for the purposes of providing the Service.

  7.5. The User further represents and warrants that User Content does not infringe third-party intellectual property, privacy, confidentiality, data protection, trade secret, publicity, moral, contractual or other rights and does not contain malware, hidden harmful functionality or unlawful material.

  7.6. To the extent User Content contains materials protected by intellectual property rights, the User grants the Licensor a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, modify for technical formatting, display to the User, create Generated Materials from, secure, back up and otherwise use User Content solely as necessary to provide, maintain, protect, troubleshoot and improve the Service, comply with legal obligations, enforce this Agreement and as described in the Privacy Policy.

8. Use of Generated Materials and AI Outputs

8.1. Subject to the User’s compliance with this Agreement, third-party terms and Applicable Law, the User may use Generated Materials for lawful personal, internal business and commercial purposes.

8.2. To the extent permitted by Applicable Law and applicable Third-Party AI Provider terms, the Licensor does not claim ownership of the User’s rights in Generated Materials generated for the User through the Service. However, the User acknowledges that AI-generated materials may not be eligible for copyright or other exclusive rights in all jurisdictions and may be similar or identical to outputs generated for other users.

8.3. The Licensor does not represent or warrant that Generated Materials are original, protectable, registrable, accurate, non-infringing, lawful for all uses, suitable for publication, or free from third-party rights, claims, bias, errors or restrictions.

8.4. The User is solely responsible for reviewing and clearing Generated Materials before use, including legal review, factual verification, plagiarism checks, rights clearance, privacy checks, regulatory review, advertising compliance, consumer disclosures, AI-content labelling and any other review appropriate for the intended use.

8.5. The User grants the Licensor a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display to the User, back up, secure, analyse and process Generated Materials as necessary to provide, maintain, protect and improve the Service, comply with Applicable Law, enforce this Agreement and as described in the Privacy Policy.

8.6. The Licensor may set mandatory attribution, labelling, watermarking, safety, disclosure or usage rules for certain Generated Materials. The User must comply with such rules where displayed in the Service or required by Applicable Law.

8.7. The Licensor may retain technical logs, usage records, security events, invoices, payment records and copies of Content for the retention periods described in the Privacy Policy or as required for legal, security, compliance, dispute resolution and legitimate business purposes.

9. Liability, Warranties and Limitations

9.1. The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, the Licensor disclaims all warranties, representations and conditions, whether express, implied, statutory or otherwise, including warranties of accuracy, non-infringement, merchantability, fitness for a particular purpose, uninterrupted operation, error-free operation, availability, security, compatibility and results.

9.2. The Licensor does not guarantee that the Service, AI Models, Third-Party AI Providers or Generated Materials will meet the User’s requirements, be available at all times, be free of errors or vulnerabilities, or produce accurate, complete, lawful or reliable outputs.

9.3. The Licensor is not liable for failures, delays, losses or unavailability caused by:

• Internet, hosting, cloud, electricity, telecommunications, routing, DNS, payment or third-party infrastructure failures;

• AI Model outages, changes, limitations, safety filters, rate limits, provider restrictions or provider errors;

• the User’s devices, software, network, credentials, misuse, unlawful use, account sharing or failure to maintain security;

• force majeure events, government action, sanctions, legal restrictions, war, terrorism, civil unrest, natural disasters, epidemics, cyberattacks or other events outside the Licensor’s reasonable control;

• Content submitted by the User or use of Generated Materials by the User.

  9.4. The User is responsible for compliance with Applicable Law, third-party rights, professional standards and regulatory requirements when using the Service and Generated Materials. The User must not rely on the Service as a substitute for professional legal, medical, financial, tax, engineering, safety, accounting or other expert advice.

  9.5. The User shall indemnify and hold harmless the Licensor, its affiliates, officers, employees, contractors and providers from and against claims, losses, damages, penalties, fines, costs and expenses arising out of or related to: (a) User Content; (b) the User’s use of Generated Materials; (c) breach of this Agreement; (d) violation of Applicable Law or third-party rights; (e) unauthorised use of the Account; or (f) payment disputes or chargebacks caused by the User.

  9.6. To the maximum extent permitted by Applicable Law, the Licensor shall not be liable for indirect, incidental, special, consequential, punitive or exemplary damages, loss of profit, loss of revenue, loss of goodwill, loss of data, business interruption, reputational damage or loss of anticipated savings, even if advised of the possibility of such damages.

  9.7. To the maximum extent permitted by Applicable Law, the Licensor’s aggregate liability arising out of or in connection with this Agreement, the Service or Generated Materials shall not exceed the amount actually paid by the User to the Licensor for the Service during the three (3) months immediately preceding the event giving rise to the claim.

  9.8. Nothing in this Agreement limits liability where such limitation is prohibited by Applicable Law, including liability for fraud, wilful misconduct or any mandatory consumer rights that cannot lawfully be excluded.

  9.9. If force majeure prevents performance for more than sixty (60) consecutive days, either Party may terminate the affected part of the Agreement by written notice, without prejudice to accrued rights and payment obligations for services already provided.

10. Governing Law, Complaints and Dispute Resolution

10.1. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the federal laws of the United Arab Emirates and, to the extent applicable, the laws of the Emirate of Dubai, without prejudice to mandatory consumer protection rules that may apply to the User.

10.2. The User may submit complaints, notices or pre-action correspondence to hello@strophe.app or to the Licensor’s address specified in Section 14. The User should include the Account email, description of the issue, relevant evidence, requested remedy and contact details.

10.3. The Licensor will use reasonable efforts to review complaints within fifteen (15) calendar days after receipt, unless a shorter or longer period is required by Applicable Law, the matter is complex, or information from third parties is required.

10.4. The Parties will first attempt to resolve disputes amicably through good-faith negotiations. Either Party may seek urgent injunctive, protective or interim relief where necessary to protect rights, prevent misuse, protect confidentiality, preserve evidence or comply with Applicable Law.

10.5. Subject to any mandatory jurisdiction rules, any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be submitted to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates.

10.6. For business users, the Licensor may propose a separate written arbitration clause or DIFC Courts opt-in clause for enterprise or negotiated contracts. Such alternative forum applies only if expressly agreed in writing by the Parties.

10.7. The language of this Agreement is English. If a translation is prepared, the English version prevails between the Parties unless mandatory law requires otherwise or the Parties expressly agree that another language prevails. Documents may need to be translated into Arabic for filing with UAE authorities or courts.

11. Communications and Electronic Documents

11.1. The Parties may communicate through the Account, the Service interface, email addresses provided during registration, support channels, electronic document systems, payment processor notices and the contact details in Section 14.

11.2. Notices sent to the User’s registered email address, displayed in the Account, posted in the Service or otherwise communicated electronically are deemed validly delivered when sent or displayed, unless Applicable Law requires another method.

11.3. The User must keep Account, email, billing and contact information accurate and up to date. The Licensor is not responsible for failure to receive notices caused by outdated, incorrect or inaccessible User contact details.

11.4. Electronic records, emails, logs, payment records, invoices, Account records, click-wrap records, API logs and other electronic communications may be used as evidence of notices, orders, acceptance, usage, payments, restrictions and performance.

11.5. Technical support requests are accepted through the channels indicated in the Service or by the Licensor. Unless otherwise stated, support is provided on business days and on a commercially reasonable efforts basis. The Licensor may refuse to process abusive, irrelevant, unlawful, incomplete or technically impossible support requests.

11.6. The Licensor may send operational notices, security alerts, billing notices, service messages and legally required communications. Marketing communications will be sent only where permitted by Applicable Law and the Privacy Policy, and the User may opt out where required by law.

12. Confidentiality and Data Protection

12.1. Each Party must protect the other Party’s Confidential Information using at least reasonable care and must not disclose it to third parties except as permitted by this Agreement, required for performance, required by Applicable Law, or authorised in writing by the disclosing Party.

12.2. Confidentiality obligations do not apply to information that: (a) is or becomes public without breach of this Agreement; (b) was lawfully known before disclosure; (c) is lawfully received from a third party without confidentiality restriction; (d) is independently developed without use of Confidential Information; or (e) must be disclosed by law, regulator, court or competent authority.

12.3. Confidentiality obligations remain in force during the term of this Agreement and for five (5) years after termination. Trade secrets and highly sensitive information remain protected for as long as they remain confidential under Applicable Law.

12.4. The Parties will comply with applicable data protection and privacy laws. The Licensor’s processing of personal data is described in the Privacy Policy. The User must not submit personal data to the Service unless the User has a lawful basis, all required consents or notices, and authority to do so.

12.5. The User acts as controller or responsible party for personal data included in User Content, unless otherwise agreed in writing. The Licensor may act as controller for Account, billing, security, analytics, support, compliance and service administration data, and as processor or service provider for User Content processed on the User’s instructions, depending on the context.

12.6. The User must not submit sensitive personal data, payment card data, official secrets, state secrets, health data, biometric data, children’s data or other high-risk data to the Service unless expressly permitted by the Service, covered by an appropriate written data processing arrangement and lawful under Applicable Law.

12.7. The User authorises the Licensor to process, host, transfer and disclose Content and usage data to Third-Party AI Providers, infrastructure providers, payment processors, security providers, affiliates and professional advisers as necessary to provide, secure and improve the Service, process payments, comply with legal obligations, enforce this Agreement and as described in the Privacy Policy.

12.8. The User acknowledges that Third-Party AI Providers may process Requests and Generated Materials in accordance with their own terms and privacy practices. The User must review applicable provider terms before submitting sensitive, confidential or regulated data.

12.9. In the event of unauthorised access, suspected data breach or security incident affecting the User’s Account, the User must promptly notify the Licensor and cooperate with reasonable investigation and mitigation measures.

12.10. A Party that breaches confidentiality must compensate the other Party for documented direct losses caused by such breach, subject to the limitations in Section 9 unless the breach results from fraud, wilful misconduct or other liability that cannot be limited by Applicable Law.

13. Final Provisions

13.1. The User may not assign, transfer, delegate or sublicense rights or obligations under this Agreement without the Licensor’s prior written consent. The Licensor may assign or transfer this Agreement to an affiliate, successor, purchaser of assets, acquirer, restructuring entity or service operator, provided that such assignment does not materially reduce mandatory rights of the User.

13.2. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions remain in full force, and the invalid provision will be interpreted or replaced to achieve its intended commercial purpose to the maximum extent permitted by Applicable Law.

13.3. Failure or delay by the Licensor to enforce any provision does not constitute a waiver. A waiver is effective only if made in writing and only for the specific instance stated.

13.4. This Agreement, together with the Privacy Policy, Tariffs, Subscription terms and any rules incorporated by reference, constitutes the entire agreement between the Parties regarding the Service and supersedes prior discussions or terms relating to the same subject matter, except for separately signed enterprise agreements.

13.5. The Licensor may update company details, contact details, payment details, Service URLs and operational information by publishing updated details in the Service or this Agreement. The User must promptly notify the Licensor of changes to the User’s relevant details.

13.6. Current version of this Agreement may be made available at https://strophe.app/docs/terms or another URL designated by the Licensor.

13.7. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to laws include amendments, replacements and implementing regulations.

13.8. In case of conflict between this Agreement and mandatory Applicable Law, mandatory Applicable Law prevails. In case of conflict between this Agreement and Tariffs, the Tariffs prevail with respect to pricing, limits, usage allowances and Subscription-specific commercial terms, unless this Agreement expressly states otherwise.

14. Licensor Details and Contacts

End of Agreement.