Genie Software License Agreement (EULA)

Effective Starting: Nov 19, 2025

IMPORTANT – READ CAREFULLY

This Genie Software License Agreement (“End User License Agreement” or “EULA”) is a legal agreement between you (“You” or “CUSTOMER”) availing Genie License and Sparx Systems Pty Ltd LLC (“SPARX SYSTEMS PTY LTD” or “SELLER”) as owner of the SOFTWARE PRODUCT (Genie). The CUSTOMER & SELLER are collectively referred to as “PARTIES”.

By installing the APPLICATION, you agree with the following terms of the Agreement.

Object of the Agreement

The object of this Agreement is the temporary provisioning of the APPLICATION by SPARX SYSTEMS PTY LTD to the CUSTOMER for the use of its functionalities and the grant of rights to use the APPLICATION and the provision of User Support during the term of this Agreement. This service is subject to an annual fee. A perpetual license to use the APPLICATION beyond the term of the Agreement is explicitly not granted.

Provisioning of the APPLICATION and Documentation

  1. The APPLICATION will be provided by SPARX SYSTEMS PTY LTD. The CUSTOMER may download the APPLICATION via the designated download link provided by SPARX SYSTEMS PTY LTD.
  2. The installation of the APPLICATION will be performed by the CUSTOMER in the CUSTOMER ‘S premises on a specific environment and is not covered by this Agreement. For the installation, SPARX SYSTEMS PTY LTD provides installation documentation to the CUSTOMER.
  3. The agreed features/functionality of the APPLICATION follows the functional specifications valid at the time the Agreement was concluded.
  4. Upon purchase of the APPLICATION, all individuals who meet the following criteria are authorized to access and use the APPLICATION without restriction to the number of users. (i) An employee of the CUSTOMER under a formal employment agreement, (ii) An employee of a company within the CUSTOMER’S group of companies under a formal employment agreement, (iii) An external consultant, contractor, or other individual working under the direct supervision or direction of the CUSTOMER or a company within the CUSTOMER’S group of companies, based on a written contractual agreement.
  5. Both PARTIES understand and agree that all data submitted by CUSTOMER to the database of the APPLICATION and subsequently contained in any reports, or analysis of any kind generated by the APPLICATON (together “CLIENT DATA”) is exclusive property of CUSTOMER and nothing contained herein shall restrict CUSTOMER from using such CLIENT DATA in any way it deems fit. SPARX SYSTEMS PTY LTD shall only use CLIENT DATA for the benefit of CUSTOMER as required to its obligations under this Agreement.
  6. SPARX SYSTEMS PTY LTD shall provide the CUSTOMER with installation documentation and USER Documentation’ for the APPLICATION in electronic form, in English by making the documentation accessible online. If Genie provides an UPDATE to the APPLICATION, the USER Documentation shall be modified accordingly. This only applies, however, if the effects on the USER Documentation are substantial.
  7. The CUSTOMER shall be entitled to store and print out the documentation provided, and to duplicate the same in reasonable quantities for the purposes of this Agreement, subject to retaining all logos, ownership, confidentiality and other property right notices. In all other respects, the restrictions on use agreed of the APPLICATION as per section Rights of use for APPLICATION.
  8. Both PARTIES agree that the APPLICATION, depending on the service and components selected, may provide the possibility to integrate additional services from third parties. Those third-party services are not part of SPARX SYSTEMS PTY LTD’s service. The contractual partner of the CUSTOMER for such services is exclusively the third party and in no case SPARX SYSTEMS PTY LTD. Only the terms of use and privacy policy of the respective third party apply to the third-party service.

Use of Third-Party AI Services

  1. Genie integrates with one or more third-party large language models (“LLMs”) such as those provided by OpenAI, Anthropic, and others to deliver AI-driven functionality. CUSTOMER acknowledges and agrees that content and responses generated by the APPLICATION may include results from these LLMs.
  2. SPARX SYSTEMS PTY LTD does not guarantee the accuracy, completeness, reliability, or appropriateness of the output generated by the LLMs. CUSTOMERS assume full responsibility for reviewing AI-generated results before using them in business decisions.
  3. Data submitted to the APPLICATION may be transmitted to third-party LLMs solely for processing and delivering results. CUSTOMER is responsible for ensuring no personally identifiable information (PII) or sensitive data is submitted in prompts.
  4. All usage of third-party services is subject to their respective terms of service and privacy policies.
  5. Due to the probabilistic nature of AI models, Genie may occasionally produce inaccurate or biased content. While SPARX SYSTEMS PTY LTD implements safety measures and quality filters, it does not warrant the factual correctness, legal validity, or contextual appropriateness of such content. It is CUSTOMER’s responsibility to verify and validate AI-generated outputs.

Rights of Use of APPLICATION

  1. Rights of use for the APPLICATION and the Documentation
  2. The CUSTOMER and its Affiliates receive, with the full payment of the fee, a non-exclusive, non-perpetual, royalty free, non-sublicensable, enterprise wide, worldwide, and non-transferable right of use for the APPLICATION and the Documentation, limited to the term of this Agreement, in accordance with the following provisions:
    1. The CUSTOMER shall be entitled to use the APPLICATION for the duration mentioned in the invoice or quote provided to the CUSTOMER by SPARX SYSTEMS PTY LTD.
    2. The conveyance of the APPLICATION to the CUSTOMER takes place on a temporary basis. The CUSTOMER may only use the APPLICATION for its own commercial activities.
    3. The CUSTOMER shall be entitled to use the APPLICATION only within the specific environment declared during the purchase of the license. Any changes to the declared environment require prior written approval from SPARX SYSTEMS PTY LTD.
    4. The APPLICATION is intended for use by specific users authorized by the CUSTOMER. A single login credential will be provided to the CUSTOMER, which may only be used by those authorized users within the CUSTOMER’s organization or contractual network, as defined in this agreement. The CUSTOMER is responsible for ensuring that only authorized users access the APPLICATION using the provided login credentials and within the approved environment.
    5. Authorized users are prohibited from sharing login credentials, including username and password, with any unauthorized individuals, whether employed by the CUSTOMER or not. The CUSTOMER agrees to implement and maintain reasonable measures to safeguard the confidentiality and security of the login credentials. Any unauthorized use or breach of login credentials must be promptly reported to SPARX SYSTEMS PTY LTD.
    6. The CUSTOMER shall not be entitled to make any changes to the APPLICATION. CUSTOMER shall not embed any third-party software into the APPLICATION other than what is permitted in the SPARX SYSTEMS PTY LTD’s Documentation. In particular, it shall not be entitled to investigate its mode of operation by way of so-called reverse engineering, to decompile or dismantle it in its parts and/or to use it as a basis for its own software programs. For the purpose of integration with an independently developed computer program, the required application programming interface (API) may be licensed from SPARX SYSTEMS PTY LTD for an optional additional license fee.
    7. The CUSTOMER shall not be entitled to any additional rights which have not been expressly granted under this Agreement. This Agreement grants no ownership or intellectual property rights or any other comparable right for the APPLICATION. All intellectual property rights remain with SPARX SYSTEMS PTY LTD also in case of the rights granted according to this Agreement. The CUSTOMER shall not be entitled to use the APPLICATION beyond the agreed scope or to make the APPLICATION accessible to third parties without the written approval of SPARX SYSTEMS PTY LTD and shall not be permitted to replicate or sell the APPLICATION or convey the use of the same temporarily, in particular to hire it out or to lend it or provision it.
    8. All documents delivered to the CUSTOMER (the “Documentation”) are to be kept confidential unless otherwise publicly available. Their contents may not be disclosed to third parties without the prior written consent of SPARX SYSTEMS PTY LTD.
    9. The APPLICATION is provided with a license file, which determines the number and type of the licenses, license edition and integrations. The technical effectiveness of the license file is limited to the respective fixed term of the Agreement between the Parties (hereinafter “TERM”) and needs to be replaced upon expiration of the TERM. If the CUSTOMER does not terminate the Agreement before the applicable period of cancellation, then SPARX SYSTEMS PTY LTD shall notify the CUSTOMER within reasonable time before the expiration of the license file. SPARX SYSTEMS PTY LTD shall also provide renewed license information only upon receipt of payment or confirmation of service renewal. No renewed license information shall be shared without the CUSTOMER renewing the service.
  3. The CUSTOMER and its Affiliates third-party service providers may use the APPLICATION as set forth herein for the purpose of performing services for CUSTOMER and its Affiliates.
  4. Any content or output generated by the APPLICATION using CUSTOMER inputs shall be deemed part of CUSTOMER Data and owned by the CUSTOMER, unless restricted by licensing terms of integrated third-party LLM providers.
  5. SPARX SYSTEMS PTY LTD grants the CUSTOMER a perpetual, non-exclusive, royalty-free right to use such outputs for internal business purposes, provided they comply with applicable third-party terms.

Responsibilities and Obligations of CUSTOMER

The CUSTOMER shall fulfil all duties and obligations as necessary for the performance of the agreement. It shall in particular:

  1. Keep the authorizations of use and access credentials and rights allocated to it and/or to its USERS confidential, protect the APPLICATION from access by third parties not specifically allowed under this Agreement and not pass on the same to unauthorized USERS. This authorization data and credentials are to be protected by appropriate and usual measures. The CUSTOMER shall immediately notify SPARX SYSTEMS PTY LTD if the suspicion exists that non-authorized individuals may have become aware of any USER’s access credentials or passwords, or have otherwise circumvented the provided USER authentication methods of the APPLICATION; and
  2. Comply with the restrictions/obligations in relation to Rights of use for APPLICATION in particular and:
    1. Name all authorized USERS intended to use the APPLICATION under Rights of use for APPLICATION, and also any changes to the USERS and to keep all USER-relevant information up-to-date
    2. A single login credential will be provided to the CUSTOMER, which may only be used by those authorized users within the CUSTOMER’s organization or contractual network, as defined in this agreement. The CUSTOMER is responsible for ensuring that only authorized users access the APPLICATION using the login credentials. Authorized users are prohibited from sharing login credentials, including username and password, with any unauthorized individuals, whether employed by the CUSTOMER or not. The CUSTOMER agrees to implement and maintain reasonable measures to safeguard the confidentiality and security of the login credentials.
    3. Without authorization, extract any programs, components, information or data, or enable third parties to extract the same, or interfere with APPLICATIONS (in particular the license file) which are provided by SPARX SYSTEMS PTY LTD, or cause any such interferences to be made, or, without authorization, to probe or penetrate data networks of SPARX SYSTEMS PTY LTD or promote any such penetrations;
    4. Obligate the authorized USERS that they will comply with all provisions of this Agreement applicable to them;
    5. Report any defects of the APPLICATION in text form. An oral report is possible, if the CUSTOMER also reports the defect in text form within 2 (two) working days. The report has to describe the defect in detail (in particular the conditions, under which it appears, symptoms and effect of the defect);
    6. Grant remote access rights to APPLICATION, as long as this is necessary to achieve the object of this Agreement, e.g. for error analysis by SPARX SYSTEMS PTY LTD. SPARX SYSTEMS PTY LTD’s support team will contact the CUSTOMER for this purpose by e-mail or phone and in each case agrees upon the beginning of the remote access session. The CUSTOMER shall have the right to document and track the measures of SPARX SYSTEMS PTY LTD during the remote access and if necessary to conduct the required technical and organizational measures (such as data backup). CUSTOMER understands and accepts that in the course of a remote access session some CUSTOMER information may be lost (e.g. work results, inserted data), e.g. as a result of restoring the APPLICATION to an earlier state. It is solely the CUSTOMER’S responsibility to back up all information before the start of a remote access session as described in the Administrator’s guide. If the backup of the data fails, the CUSTOMER is obliged to inform SPARX SYSTEMS PTY LTD prior to the start of remote access session.

User Support

Support will be provided for all the parties mentioned in the “Rights of use of APPLICATION” section.

  1. Details of Self-help resources shall be made available to the CUSTOMER by SPARX SYSTEMS PTY LTD.
  2. “User Support” includes end user email support for the use of the APPLICATION.
  3. SPARX SYSTEMS PTY LTD shall provide User-Support in English and by email only.
  4. Support queries can be categorized in to 3 levels:
    1. Level 1: Production APPLICATION down caused by a defect in the APPLICATION
    2. Level 2: Any unknown defects in the APPLICATION
    3. Level 3: Help query
  5. All three levels of support queries will be acknowledged within 1 business day from the receipt of the query.
  6. L1 queries shall be resolved by SPARX SYSTEMS PTY LTD in one business day with necessary cooperation from the CUSTOMER.
  7. L2 queries shall be resolved by SPARX SYSTEMS PTY LTD on a case-to-case basis. Resolution will be taken in agreement with the CUSTOMER.
  8. L3 queries shall be resolved by SPARX SYSTEMS PTY LTD within a week.
  9. For all three levels of queries, SPARX SYSTEMS PTY LTD will make sure the CUSTOMER is updated about the ongoing proceedings.
  10. SPARX SYSTEMS PTY LTD shall make commercially reasonable efforts to satisfy the service levels.

Maintenance of the APPLICATION

  1. MAINTENANCE OF THE APPLICATION includes measures to improve the latest available version of the APPLICATION created by SPARX SYSTEMS PTY LTD. It also includes the right to receive modified or new functionalities of the APPLICATION (hereinafter called “UPDATE” or “UPDATES”) with the official release by SPARX SYSTEMS PTY LTD and to use them instead the previous version at no extra charge. UPDATES are developed and released periodically by SPARX SYSTEMS PTY LTD and provided to the CUSTOMER via download link during the Agreement’s term.
  2. If SPARX SYSTEMS PTY LTD provides an UPDATE, the USER Documentation shall be modified accordingly. This only applies, however, if the effects on the USER Documentation are substantial.

Breach of Provisions by CUSTOMER

Should the CUSTOMER breach the provisions for reasons for which it is responsible, and should the CUSTOMER continue to breach or repeatedly breach the provisions for a period of 2 (two) weeks after written notice is sent to the CUSTOMER by SPARX SYSTEMS PTY LTD and if the CUSTOMER is responsible for the same, SPARX SYSTEMS PTY LTD may terminate the Agreement without any period of notice.

Warranty

SPARX SYSTEMS PTY LTD warrants that for a period of 180 days from the date the APPLICATION is purchased, the APPLICATION will perform in conformance with its specifications. In the event the APPLICATION is not performing as per the specifications within the 180-day warranty period, at CUSTOMER’s option, SPARX SYSTEMS PTY LTD shall make commercially reasonable efforts to correct or repair the APPLICATION. Any corrected APPLICATION will be warranted on the same basis as provided in this Section for 180 days from the date of acceptance of the repaired or replaced APPLICATION.

Right to Audit

The CUSTOMER will allow SPARX SYSTEMS PTY LTD, at SPARX SYSTEMS PTY LTD’s request, to verify the proper use of the APPLICATION, in particular to determine if the CUSTOMER uses the APPLICATION according to his purchased license terms. For this purpose, the CUSTOMER will provide access to SPARX SYSTEMS PTY LTD to relevant documentation and records, as well as allow the examination of the hardware and software environment used. SPARX SYSTEMS PTY LTD or a designated by a certified auditing firm under confidential obligation named by SPARX SYSTEMS PTY LTD that is also acceptable for the CUSTOMER is allowed to examine any relevant records at the CUSTOMER’S offices during its regular business hours. SPARX SYSTEMS PTY LTD will ensure that the CUSTOMER’S business is not disturbed by this action more than necessary. If the results of the examination exceed the number of purchased licenses by more than 5% (five percent) or other use that was not agreed upon, the CUSTOMER shall bear the cost of the examination, otherwise SPARX SYSTEMS PTY LTD is responsible for the audit costs.

Termination

  1. Agreements subject to charge which have been concluded for a fixed period or for which a minimum Agreement term has been agreed shall be extended by the agreed period or minimum term, at the most, however, by 1 (one) year, unless they have been terminated by one of the Parties providing a written notice of 90 (ninety) calendar days in advance of the expiration date of the current minimum Agreement term. This applies subject to any deviating agreements with the CUSTOMER.
  2. Either party may terminate the Agreement for the other party’s material breach of this Agreement; provided such material breach has not been cured within 30 (thirty) days of the non-breaching party’s notice thereof. Notwithstanding the foregoing, SPARX SYSTEMS PTY LTD may terminate this Agreement immediately if CUSTOMER (i) has deliberately provided false contact data, (ii) failed to pay under the agreed terms, (iii) has transferred its USER account to a third party or (iv) tolerates the usage by a third-party not previously authorized by SPARX SYSTEMS PTY LTD, specifically by individuals not explicitly named or authorized, (v) manipulates the provided license file. Except for the reasons for material breach as described above in (i) to (v), it is considered agreed for any other material breach, that the immediate termination must be preceded by a written reminder to the defaulting party with a deadline of 30 (thirty) working days.
  3. Notices of termination must be given in written form.

Duties upon and following termination of the Agreement

Following the ending of the contractual relationship, the CUSTOMER is obliged to terminate the use of the APPLICATION and remove all installed copies of the APPLICATION and to destroy all backup copies of the APPLICATION if created.

General Terms

  1. SPARX SYSTEMS PTY LTD reserves the right to change provisions of this Agreement. SPARX SYSTEMS PTY LTD will notify the CUSTOMER of such change by e-mail or in written form at least 30 (thirty) calendar days before coming into effect. The approval is given automatically if the CUSTOMER does not object the change via e-mail or in written form within 30 (thirty) calendar days of the receipt. If the CUSTOMER objects, the contractual relationship continues to be governed by the original Agreement terms.
  2. The CUSTOMER is allowed to transfer this Agreement including all rights and obligations to an affiliated corporation. “Affiliate” of a CUSTOMER means any legal entity in which the CUSTOMER, directly or indirectly, holds fifty percent (50%) or more of the shares or voting rights or controls or is under common control with that legal entity. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise. The CUSTOMER shall inform SPARX SYSTEMS PTY LTD in writing about the new contractual partner within a period of 30 (thirty) calendar days before the effective date of the transfer.
  3. SPARX SYSTEMS PTY LTD is allowed to transfer this Agreement including all rights and obligations to a corporation of its choice. The transfer will come into effect 30 (thirty) calendar days after the receipt of the transfer notification sent by e-mail to the CUSTOMER. In case of a transfer of the Agreement, the CUSTOMER has the right for extraordinary termination of the Agreement, which needs to be exercised within 7 (seven) calendar days after receipt of the notification.
  4. SPARX SYSTEMS PTY LTD warrants that the APPLICATION furnished to CUSTOMER shall not contain any Malicious Code which is defined as (i) any undisclosed program routine, device or other feature or hidden file, including, without limitation, a time bomb, virus, software lock, trojan horse, drop-dead device, worm, malicious logic or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm the Software or any hardware, software, data or other programs of CUSTOMER or its Affiliates, or (ii) any transmitting or activating computer program, any communication feature or tool which enables SPARX SYSTEMS PTY LTD to collect information regarding CUSTOMER’s activities or data, or any hardware-limiting, software-limiting, or services-limiting function (including, but not limited to, any key, node lock, time-out or other similar functions), whether implemented by electronic or other means, or (iii) any viruses or malware. Notwithstanding the foregoing, it is understood that access to the APPLICATION may be limited by means of License expressly set forth in the Agreement.
  5. SPARX SYSTEMS PTY LTD shall defend, indemnify, and hold harmless CUSTOMER, its Affiliates, and each of its employees against any and all liability, damages, losses, claims, demands, actions, causes of action, or any of them arising out of third party claims to ownership of the APPLICATION or that the APPLICATION otherwise infringes or misappropriates any intellectual property rights of any third party. SPARX SYSTEMS PTY LTD shall have the right to control the defense of any litigation, and to settle or compromise all claims or lawsuits subject to its indemnity. In the event the use of the APPLICATION furnished by SPARX SYSTEMS PTY LTD hereunder, or any part thereof, is held to constitute infringement, SPARX SYSTEMS PTY LTD agrees that it shall, at its option and sole expense, either (1) procure for CUSTOMER the right to continue using the infringing subject matter, or (2) replace the infringing items with non-infringing items of equivalent value and functionality or modify the same so that it becomes non-infringing and retains its full value and functionality.
  6. Except for SPARX SYSTEMS PTY LTD’s indemnification obligations, and damages related to SPARX SYSTEMS PTY LTD’s breach of its obligations of confidentiality, or damages arising in connection with SPARX SYSTEMS PTY LTD’s obligations regarding malicious code, neither CUSTOMER nor their affiliates shall be liable to the other under any contract, negligence, strict liability or other legal or equitable theory for any special, incidental, indirect, consequential, or punitive damages.