Scalables Daisy Software End User License Agreement

1. About This Agreement and Acceptance

1.1 Parties. This End User License Agreement ("Agreement") is between Scalables, LLC ("Scalables," "we," "us") and the individual or organization accepting it ("you" or "Licensee"). If an individual accepts for an organization, that individual represents that they are authorized to do so. An organization may authorize its employees, students, contractors and other personnel to use the Software on its behalf under this Agreement.

1.2 Scope. This Agreement applies only to Proprietary Software (defined below), including eligible daisylab SDK distributions installed through PyPI, supplied with Daisy instruments, downloaded through a Scalables-authorized distribution channel, or installed as an Update. The separate firmware agreement governs Firmware, even if the Controller presents both agreements at the same time. Separately licensed Open-Source Components and third-party services are governed by their respective terms to the extent applicable.

1.3 Affirmative acceptance. You accept this Agreement by selecting an affirmative "I agree" control during registration, installation or a material license change; completing a clearly presented equivalent command-line acceptance procedure for the Python SDK; or by an authorized purchaser expressly accepting it in applicable purchase terms. Merely downloading or installing a PyPI package, browsing a website, importing a library, or installing a security-only patch does not by itself constitute affirmative acceptance of new legal terms. Use that requires a license under this Agreement must follow acceptance. If you do not accept, do not activate or use the Proprietary Software for licensed operations; instrument purchase and return rights are governed by applicable terms of sale and mandatory law.

1.4 Intended customers. The Software is principally for business, university, institutional, educational and professional laboratory users ("Business Customers"). Mandatory rights of individual consumers, where applicable, are unaffected.

1.5 Contract priority. A separately negotiated and signed agreement controls for a subject it expressly addresses and to the extent of a conflict. Otherwise, this Agreement controls Proprietary Software licensing; the separate firmware EULA controls Firmware; applicable open-source and third-party licenses control their components; and the applicable terms of sale, warranty, service plan and order govern their respective subjects. An ordinary website policy or unsigned purchase-order boilerplate does not silently amend either EULA.

2. Definitions

"Proprietary Software" or "Software" means the Daisy Controller desktop and kiosk applications; versions of the daisylab Python software development kit ("SDK") expressly issued under this Agreement; and any Scalables-owned proprietary libraries, tools, extensions, user interfaces, documentation, executable or interpreted code and Updates identified as governed by this Agreement. It excludes Firmware, independently licensed open-source or third-party components to the extent governed by their own licenses, and separately contracted cloud or professional services.

"Firmware" means executable code installed in or supplied for a Daisy instrument or hardware module, including a bootloader, as defined in the separate firmware EULA.

"Daisy Hardware" means Daisy instruments, modules, controllers and authorized accessories manufactured by or for Scalables and lawfully obtained by the Licensee.

"Documented Interfaces" means interfaces, API methods, SDK functions and specifications that Scalables intentionally makes available to customers or developers for integration. This term does not imply publication or licensing of nonpublic bootloader, internal control or security protocols.

"Open-Source Components" means software distributed under a separate open-source license, whether incorporated into the Software or distributed independently. This includes an earlier daisylab release to the extent that release was validly licensed under Apache License 2.0, notwithstanding any subsequent proprietary licensing of different releases.

"Updates" means patches, bug fixes, security fixes, new versions and changes made available for the Software. Firmware updates are not "Updates" under this Agreement.

"Customer Content" means the data, experimental results, scripts, workflows, configurations, inputs, protocols and other material that you create or submit to the Software, excluding Scalables' Proprietary Software and independently owned third-party materials.

"Commercial Software Product" means a software application, plug-in, embedded software offering, hosted application, or software-as-a-service offering that uses Proprietary Software to provide software functionality to third parties for a fee, subscription, paid access right, or other charge attributable to that functionality. It does not include scientific testing, contract research, laboratory services, manufacturing, product development, or sale of physical or biological products merely because Proprietary Software is used internally to perform those activities.

"Paid Features" means separately priced subscriptions, AI functionality, modules or services identified in an accepted order or subscription terms. "Authorized Users" means individuals operating the Software for Licensee's permitted purposes. "Registration ID" means an identifier used to activate or manage an account or entitlement.

3. Software License Grant

3.1 Included instrument-control license. Subject to this Agreement, Scalables grants Licensee a nonexclusive, worldwide, non-sublicensable license to install and use the base Daisy Controller and proprietary daisylab SDK in their distributed form, including for developing, testing, simulating and executing scripts through Documented Interfaces for use with lawfully possessed or authorized Daisy Hardware. Permitted purposes include academic research, teaching, scientific publication, reproducibility, laboratory operations, internal commercial research, process development, manufacturing and providing contract research or laboratory services. Unless an accepted order expressly provides a fixed term, the license continues while Licensee lawfully possesses or is authorized to operate the relevant Daisy Hardware, subject to Section 18. Preparation, simulation and evaluation of workflows before hardware acquisition are also permitted, but not operation of unauthorized hardware. This license does not guarantee indefinite support, compatibility, online services or optional feature access.

3.2 Installations and authorized use. Licensee may install a reasonable number of Software copies on computers it controls or administers for permitted use, including by Authorized Users and contractors performing services for Licensee. Downloading and installing a daisylab distribution through pip is permitted as a technical installation step, but does not itself establish acceptance or authorize uses prohibited by this Agreement. Additional seat, device or location limits apply only if disclosed in the relevant accepted order or entitlement. Licensee is responsible for its Authorized Users' compliance.

3.3 Paid Features. Any Paid Feature is licensed or provided only for the subscription term, users, usage limits and conditions stated in the separately accepted order and applicable service terms. Expiration of a Paid Feature does not terminate the baseline Controller license or the independent Firmware license.

3.4 Scientific scripts, notebooks and examples. Licensee owns independently authored Python scripts, Jupyter notebooks, experimental protocols, workflow configurations, scientific results, and other Customer Content. Licensee may publish, reproduce, adapt, and share such independently authored materials, including those containing import daisylab or calling Documented Interfaces, with researchers, institutions and the public without a software-access fee for reproducibility, collaboration, teaching and non-fee community use. This permission applies whether the author or recipient is an academic, nonprofit or commercial laboratory. Other persons obtain their own Software license when installing or using the proprietary SDK. Scripts may reference daisylab as a dependency, but may not bundle or redistribute the proprietary SDK or its protected implementation without Scalables' separate permission. Scalables-supplied sample scripts expressly marked for sharing may be adapted and shared for those purposes with required notices preserved; other Scalables code is not licensed for publication merely because it can be accessed. No license to proprietary internal algorithms or source code is granted by sharing a script.

3.5 Reservation of rights. The Software is licensed, not sold. Scalables and its licensors retain all rights not expressly granted, subject to rights provided by applicable law and third-party licenses. This Agreement grants no ownership interest in the Software or a right to publish or redistribute proprietary SDK code. No broader source-code, patent, trademark or trade-secret license is implied.

3.6 Commercial Software Products require separate permission. Without a separate written commercial software or OEM license from Scalables, Licensee may not develop, deploy for paying third-party users, distribute, license, sell, rent, or operate a Commercial Software Product dependent on the Proprietary Software, including a paid laboratory-control app, subscription application, hosted instrument-control application, or fee-based third-party software integration. This restriction applies even if that product merely imports or invokes daisylab rather than bundling the SDK. Scalables may grant commercial rights under separately negotiated terms and fees. This restriction does not prohibit: (a) use of the Software internally by a for-profit company; (b) charging for research, testing, scientific consulting, manufacturing, experimental services, or resulting products when the Software is an internal laboratory tool; (c) publication or non-fee sharing of independent scientific scripts and notebooks under Section 3.4; or (d) rights that applicable law or a prior, separate license grants and that this Agreement cannot revoke. A fee for a journal, conference, class or scientific service is not, by itself, a fee for access to a Commercial Software Product. A free-to-use, independently authored research utility that does not redistribute the proprietary SDK may be shared, subject to the other provisions of this Agreement.

3.7 No sublicense through scripts. Publication of a script or free utility does not give its recipient rights to Scalables' proprietary Software. Each recipient must separately obtain and accept the applicable license for its own daisylab or Controller installation.

4. Firmware Is Licensed Separately

4.1 Independent agreement. Firmware installed on or provided for Daisy Hardware is licensed only under the applicable Daisy Instrument Firmware EULA, not under this Agreement. Nothing in this Agreement grants, revokes, changes or terminates any Firmware license, Firmware support obligation or instrument transfer right.

4.2 Combined presentation, separate assent. The Controller or website may display the Software EULA and Firmware EULA together, but each maintains its own version, authoritative text, effective date and acceptance record. A material change to one EULA does not require reacceptance of the other.

4.3 Hardware transfers. Transfer of instrument Firmware is governed by the Firmware EULA. A new instrument owner may obtain a new Controller license upon accepting this Agreement; a transfer does not authorize distribution of proprietary Controller copies or transfer of separate Paid Features without Scalables' written consent or an applicable contractual right.

5. Restrictions and Protective Measures

5.1 Prohibited acts. Except as expressly permitted by Sections 3.4 and 3.6, another applicable license, or law that cannot be contracted around, Licensee must not: (a) copy, publish, sell, rent, lease, sublicense, distribute or make Proprietary Software available as a stand-alone product or to operate an unauthorized third-party service; (b) modify, decompile, disassemble, reverse engineer or attempt to reconstruct the source code, nonpublic algorithms, credentials, embedded keys or proprietary implementation of the Software; (c) extract proprietary source code or implementation details from executable files, memory images, debug interfaces, updates, installer packages or other nonpublic artifacts for an unauthorized purpose; (d) circumvent or disable access controls, entitlement checks, cryptographic signatures, code-signing, tamper protections or safety mechanisms; (e) remove or falsify ownership or license notices; (f) use Scalables' nonpublic code, confidential technical materials, or misappropriated trade secrets to reproduce a substantially similar proprietary implementation or manufacture a competing product; (g) deliver Proprietary Software binaries, extracted code or nonpublic security materials to third-party automated analysis or model-training systems for the purpose of reconstructing Scalables' protected implementation; or (h) allow another person to do the foregoing; or (i) use Proprietary Software in a Commercial Software Product without the separate written permission required by Section 3.6.

5.2 Important carve-outs. Nothing in this Agreement prohibits permitted non-fee sharing of independently authored scientific scripts, use of Documented Interfaces in compliance with Section 3, independent creation, activities authorized by a separately applicable open-source license, or rights that applicable law does not allow Scalables to exclude, including qualifying backup, observation, study, testing, error correction and interoperability activities. This Agreement does not make publicly available information confidential merely by calling it confidential.

5.3 Unauthorized copies and access. No license is granted to persons who obtain Proprietary Software by theft, circumvention or unauthorized distribution. Licensee must promptly stop unauthorized use within its reasonable control after notice. Scalables may seek available injunctive and other legal relief for infringement, unlawful misappropriation or breach, subject to applicable law.

6. Registration and Account Security

6.1 Accurate information. Where registration is required for Proprietary Software or Paid Features, provide reasonably accurate account and organization information and keep contact details current. Personal information is processed under Section 19.

6.2 Credentials. Protect account credentials and Registration IDs. Do not knowingly share them outside permitted enterprise arrangements; notify [email protected] promptly if compromised.

6.3 Python library and offline acceptance. For a daisylab release covered by this Agreement, the first hardware connection or other licensed use requiring activation must be preceded by a clear one-time affirmative acceptance through the Daisy Controller, a command-line workflow or another Scalables-authorized process. Mere pip install and import do not create affirmative acceptance. Scalables will provide or disclose an appropriate offline acceptance method for deployments that it supports in air-gapped environments; this Agreement does not itself promise continuing internet service. Any separately licensed earlier open-source release remains governed by its own license.

7. Customer Content, Scripts and Feedback

7.1 Ownership. Licensee retains rights in Customer Content, including original experimental protocols, measurement data, workflows, independently written scripts, notebooks and research utilities. This Agreement does not transfer to Scalables ownership of customer-generated scientific results or independently written control applications. Separate Design Services or collaboration agreements may establish different ownership rules.

7.2 Limited processing license. Licensee grants Scalables only the rights reasonably needed to host, transmit, process, secure, troubleshoot and support Customer Content at Licensee's direction, fulfill an agreed service, or comply with law. Scalables will not sell identifiable Customer Content or use it to train general-purpose AI models without separate express permission. Any use of third-party AI providers must follow applicable service terms and privacy disclosures.

7.3 Sensitive data. Do not transmit regulated personal, patient, export-controlled or highly sensitive confidential information through a remote service unless the parties have agreed upon an appropriate processing agreement and safeguards. Purely local processing that does not transmit data to Scalables is not a submission to Scalables.

7.4 Feedback. If Licensee voluntarily provides nonconfidential suggestions about Software features, Scalables may use those suggestions without compensation. Feedback does not include Customer Content, confidential information, invention disclosures expressly identified as confidential, or rights covered by a signed agreement.

8. Updates, Security and Support

8.1 Updates. Scalables may make Software Updates available. Updates received under an already accepted version of this Agreement remain governed by that version unless Licensee affirmatively accepts revised material terms. Scalables may change or discontinue optional functionality subject to accepted orders, applicable law and express commitments.

8.2 Security fixes. Scalables will meet any security-update, vulnerability-handling, support-period, availability and notification obligations imposed by applicable law or express agreement. Refusal to accept an unrelated change to this Agreement will not, by itself, bar access to security updates owed under prior terms or mandatory law. The software and firmware support commitments may differ and are documented separately.

8.3 Installation and validation. Licensee is responsible for applying Updates reasonably promptly after notice, maintaining backups and validating critical workflows before production use. This does not transfer to Licensee responsibilities that mandatory product-safety or cybersecurity law places on Scalables.

9. AI-Assisted Features

9.1 Scope. Some optional features may recommend configurations, generate or revise scripts, assist with troubleshooting, or propose experiment workflows. Separate Paid Feature and cloud-service terms may apply to their use.

9.2 Human validation. AI-generated outputs may be inaccurate, incomplete or unsafe. Qualified personnel must review and validate generated scripts, dosing limits, motion trajectories, sample-handling steps and other outputs before executing them on laboratory instruments. No AI output is an independent certification of scientific, engineering, medical, GMP or legal suitability.

9.3 Data boundaries. Any external model processing, telemetry or automated data retention must be disclosed through applicable privacy and service documentation. No general-purpose AI training use of identifiable Customer Content is authorized merely by installing the Controller.

10. Laboratory Safety and Regulatory Status

10.1 Operation. The Software controls or commands physical instruments capable of moving, pumping, dispensing, heating or managing potentially hazardous fluids and gases. Operate within documented ratings and use appropriate independent safeguards, containment, alarms and human supervision. Do not treat a Software stop command as the sole safety protection.

10.2 Intended uses. Unless explicitly represented otherwise in product documentation or a signed agreement, the Software supports research, education, method and process development and comparable professional uses. It is not represented as a cleared clinical diagnostic device, life-support system or autonomous safety-control system.

10.3 Regulated workflows. Licensee is responsible for qualification and validation of its particular workflow, data integrity arrangements and applicable GxP/clinical requirements unless a signed agreement allocates specified tasks to Scalables. Neither use of a component bearing a certification nor an AI-generated workflow establishes certification of an integrated system.

10.4 Non-waivable duties. No provision excludes obligations regarding Software defects, safety, conformity or product liability that applicable law imposes on Scalables.

11. Third-Party Components and Services

11.1 Open-source controls and prior releases. Open-Source Components remain subject to their own applicable license terms, which prevail for those components if inconsistent with this Agreement. Nothing here restricts permitted copying, modification, redistribution, reverse engineering or other rights granted by those licenses. Earlier daisylab copies validly distributed under Apache License 2.0 remain subject to their original license grant. The license indicated for a newer daisylab version does not automatically replace or amend the terms of an earlier distributed version.

11.2 Notices. Scalables will maintain release-appropriate Software Third-Party Notices identifying bundled or distributed third-party components and provide required attribution, license texts, source offers and other materials for the actual distributed builds. Firmware Third-Party Notices do not substitute for notices covering the Controller, daisylab, Python dependencies or other software components. Publication of this EULA does not itself establish that those obligations have been fulfilled.

11.3 External services. Independently operated external services may have separate terms. Scalables does not assume responsibility for their independent services except where required by law or expressly agreed in writing.

12. Intellectual Property and Protected Information

12.1 Ownership. Scalables and its licensors own their respective proprietary source code (to the extent proprietary and owned or validly licensed), object code, nonpublic implementation, software architecture, proprietary algorithms, trademarks, documentation and other protected intellectual property. Any patent or trade-secret rights are preserved to the extent legally applicable. No ownership of Customer Content is claimed under this Section.

12.2 Confidential technical information. "Protected Information" means nonpublic source code, security keys, private architecture documentation and other information disclosed by Scalables in circumstances reasonably identifying it as confidential, excluding information independently developed without misuse, lawfully received without duty of confidentiality, or publicly available without breach. Licensee must not unlawfully acquire, use or disclose Protected Information and must protect it with reasonable care. Use of publicly Documented Interfaces in accordance with Section 5.2 does not breach confidentiality.

12.3 No competitive implementation copying. This Agreement does not prohibit lawful competition or independently developed software. It prohibits unauthorized copying of Scalables' protected expression, breach of confidentiality, misappropriation of trade secrets, and infringement of applicable intellectual-property rights.

13. Trade Controls and Ethical Use

Each party will comply with applicable export, re-export, sanctions, anticorruption and other trade laws. Licensee must not transfer controlled Software, technical materials or access in violation of applicable restrictions. Additional supplier, government or marketplace requirements govern only when validly incorporated into an applicable agreement.

14. Security and Vulnerability Reporting

Good-faith reports of suspected Software vulnerabilities should be sent to [email protected]. Scalables' published coordinated vulnerability disclosure policy governs reporting and any authorized research safe harbor. Licensee must not access third-party data without authorization, disrupt services, or exploit vulnerabilities for unlawful purposes. This Section does not prohibit lawful security research, mandatory protected disclosure or statutory rights; an embargo or confidentiality restriction on vulnerability reports applies only where valid under law or a separate agreement.

15. Warranty and Disclaimers

15.1 Other express rights. This Agreement does not reduce express warranties in an accepted order, the applicable Scalables Limited Warranty, a support agreement or mandatory law. Hardware and Firmware warranty obligations remain governed by their own instruments and terms.

15.2 Business Customers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR EXPRESS WRITTEN WARRANTIES AND NON-WAIVABLE REQUIREMENTS, PROPRIETARY SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." SCALABLES DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT LAWFUL. SCALABLES DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION OR THE ACCURACY OF AI-GENERATED OUTPUTS.

15.3 Examples. Sample scripts, demonstrations, informal guidance and AI-generated suggestions do not guarantee a particular scientific result, validation outcome, throughput or commercial result unless expressly warranted in writing.

15.4 Consumers. Mandatory consumer conformity, update, warranty and other remedies remain unaffected.

16. Limitation of Liability

16.1 Business Customers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY OR GOODWILL. TO THAT SAME EXTENT, SCALABLES IS NOT LIABLE FOR LOSS OF SAMPLES, REAGENTS, CULTURES, EXPERIMENTAL MATERIALS OR RESEARCH TIME. FOR CLAIMS ARISING UNDER THIS SOFTWARE AGREEMENT, SCALABLES' AGGREGATE CONTRACTUAL LIABILITY SHALL NOT EXCEED THE SUM OF (A) THE AMOUNTS PAID OR PAYABLE FOR THE AFFECTED SOFTWARE OR PAID FEATURE DURING THE 12 MONTHS BEFORE THE EVENT, AND (B) IF THE AFFECTED CONTROLLER WAS SUPPLIED WITHOUT A SEPARATE CHARGE WITH DAISY HARDWARE, THE PURCHASE PRICE PAID FOR THE AFFECTED INSTRUMENT, WITH EACH AMOUNT COUNTED ONLY ONCE. AN EXPRESSLY NEGOTIATED, SIGNED AGREEMENT MAY PROVIDE A DIFFERENT ALLOCATION.

16.2 Exclusions. This limitation does not exclude or limit liability that cannot lawfully be excluded or limited, including applicable personal-injury, defective-product, fraud or other mandatory statutory liability. It does not alter liability under the separate Firmware EULA for claims governed by that agreement.

16.3 Consumers. Consumer limitations apply only to the extent permitted by applicable mandatory law.

17. Business Customer Indemnification

To the extent permitted by law, a Business Customer shall defend and indemnify Scalables against third-party claims, reasonably incurred damages and legal expenses arising from: (a) its unlawful or materially unauthorized Software use; (b) intellectual-property infringement in Customer Content provided by it; or (c) hazardous, clinical or regulated use materially contrary to documented restrictions. This obligation excludes claims to the extent attributable to Scalables' defective products, breach of express commitments, negligence or willful misconduct. Scalables will promptly provide notice of an indemnified claim, reasonably cooperate, and allow Licensee control of the defense, subject to protection against settlements imposing unapproved nonmonetary obligations on Scalables.

18. Term, Suspension and Termination

18.1 Term. This Agreement begins upon acceptance. The included Controller and proprietary SDK licenses last as stated in Section 3.1; Paid Features last for their separately agreed terms, unless terminated under this Section.

18.2 Material breach. Scalables may terminate a proprietary Software license if Licensee materially breaches this Agreement and fails to cure the breach within 30 days after written notice. Scalables may suspend access to compromised credentials or affected services immediately when reasonably necessary to prevent an active security threat, fraud or unlawful harm, and must limit such action to what is necessary and lawful. Irremediable infringement or serious compromise may justify immediate termination to the extent permitted by law.

18.3 Consequences. Upon valid termination of the Proprietary Software license, Licensee must stop using and delete unauthorized copies of that Software. Termination does not terminate independently licensed Open-Source Components, the separate Firmware license or mandatory rights to security fixes, and does not extinguish accrued rights. Provisions intended to survive, including restrictions, protected information, IP, disclaimers, limitations, indemnification and disputes, survive as applicable.

18.4 Cessation and transfer. Ordinary discontinuation of a cloud feature or Scalables' cessation of operations does not automatically terminate a perpetual included Controller license. Mandatory support, notification and security obligations remain applicable, and any successor's assumption of duties is subject to law and valid assignment.

19. Privacy and Communications

19.1 Information. Scalables may process registration identifiers, software version, device association, diagnostics and support data as described in the then-applicable Privacy Policy and any Data Processing Agreement. The Privacy Policy is a notice of processing practices; it does not silently expand Scalables' rights to Customer Content under Section 7. Collection or transmission of instrument serial numbers, suspected tampering reports, registration IDs or telemetry must be appropriately disclosed and supported by a valid legal basis where required.

19.2 Notices. License activation, security, service and support notices are operational communications. Marketing requires any consent or other legal basis applicable to the recipient and may be opted out of independently of core notices.

20. Changes to This Agreement

20.1 Versions. Each released Software EULA bears its own version and release date, independently of the separately versioned Firmware EULA. Scalables will retain an accessible copy of previously accepted versions and a record of material assent (including agreement kind, version, text hash and acceptance time, as available).

20.2 Material changes. An amendment materially altering Licensee's rights or duties requires an affirmative acceptance action before the amended terms govern that Licensee. Silence, continued use, a background download, or installation of a security-only patch does not by itself accept new material terms. If Licensee declines, its accepted EULA continues to govern the already licensed Software and legally owed security updates, although separately priced new functionality need not be supplied without accepting its applicable new terms.

20.3 Independent firmware version. A change to the Firmware EULA does not revise this Agreement, and vice versa. Any such change must be presented and recorded independently.

21. Governing Law and Disputes

21.1 Business Customers. This Agreement is governed by Connecticut law, excluding conflict-of-law principles. Unless a signed agreement requires a different venue, state courts in Connecticut and the United States District Court for the District of Connecticut shall have exclusive jurisdiction for disputes under this Agreement, subject to mandatory law. Each Business Customer consents to personal jurisdiction there.

21.2 Jury waiver. To the extent legally effective, each Business Customer and Scalables waive trial by jury for disputes arising under this Agreement, unless a signed agreement provides otherwise.

21.3 Consumers. Nothing deprives consumers of mandatory local rights or jurisdiction protections.

22. General

22.1 Assignment. Licensee may not assign a paid subscription or independent proprietary Software license without written consent, except as legally required. An instrument purchaser may obtain a fresh included Controller license under Section 4.3. Scalables may assign this Agreement to a lawful successor in a merger, reorganization or sale of relevant business assets if the successor assumes applicable obligations; prior accrued liabilities and mandatory duties are not released merely by assignment.

22.2 Severability, waiver and force majeure. Unenforceable provisions are severed to the minimum extent needed; the remainder continues. Delay in enforcing a right is not a waiver. A party is not liable for a failure caused by events beyond reasonable control except for duties not excused by law, and must reasonably mitigate disruption.

22.3 Entire agreement. This Agreement and separately accepted applicable orders govern the Proprietary Software only. It does not supersede the Firmware EULA, open-source licenses, independent privacy rights, signed confidential-disclosure agreements or negotiated service terms. No agency, partnership, franchise or employment relationship is created.

22.4 No third-party beneficiaries. Except for licensors to the extent expressly stated in applicable third-party terms, this Agreement does not create enforceable rights for unrelated third parties.

23. Contact

Licensing and legal matters: [email protected].

Software support and accounts: [email protected].

Security and vulnerability reports: [email protected].

Scalables, LLC, 36 East Industrial Road, Branford, CT 06405, USA. Phone: (475) 441-3264.

24. Registration Acknowledgment and Acceptance

Required, affirmative control (unchecked by default): "I have read and agree to the Scalables Daisy Software End User License Agreement, version 1.0 (2026-11-11)." The Controller may present this by checkbox; the daisylab Python SDK may present an equivalent explicit command-line or offline acceptance method before its first licensed instrument connection. Store an acceptance record identifying agreement kind, version, text hash, time and customer or authorized account, subject to applicable privacy requirements.

Separate required control for Firmware when applicable: "I have read and agree to the Daisy Instrument Firmware End User License Agreement, version [the firmware agreement version presented]." Firmware acceptance must be stored independently; a material revision of either EULA must not require reacceptance of the unchanged EULA.

Optional, unchecked marketing control: "Send me Scalables product news and event invitations by email; I can unsubscribe at any time." Marketing consent is not a condition of licensing or instrument operation.