MASTER SUBSCRIPTION AGREEMENT

Last updated: 2026-03-01

This Master Subscription Agreement (“Agreement”) is entered into between:

Noex Technologies AB, reg. no. 559527-4969, Ventilvägen 10, 549 37 Skövde, Sweden (“Noex”, “we”, “us”)

and

the legal entity accepting this Agreement (“Customer”).

This Agreement governs Customer’s access to and use of Noex’s web-based compliance platform (the “Service”).

By executing an Order Form, creating an account, or accessing the Service, Customer agrees to be bound by this Agreement.

1. BUSINESS USE ONLY

The Service is intended solely for business users acting in a professional capacity.

The Service is not intended for consumers.

Customer represents that it is a legal entity or acting on behalf of one.

2. DEFINITIONS

Service – Noex’s SaaS platform for regulatory compliance support, including CE marking workflows, risk assessments, and technical documentation management.

Order Form – A document, online order, or subscription confirmation specifying subscription details, pricing, and term.

Subscription Term – The duration specified in the applicable Order Form.

Customer Data – Data uploaded or created by Customer within the Service.

Confidential Information – Non-public information disclosed by either Party.

3. STRUCTURE OF AGREEMENT

This Agreement consists of:

  1. This Master Subscription Agreement

  2. Applicable Order Forms

  3. Data Processing Agreement (where applicable)

In case of conflict, the Order Form prevails over this Agreement.

4. LICENSE AND ACCESS RIGHTS

4.1 License Grant
Subject to payment and compliance, Noex grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term.

4.2 No Ownership
No rights are transferred. Noex retains all intellectual property rights.

4.3 Restrictions
Customer shall not:

  • Reverse engineer or decompile

  • Copy features or workflows

  • Use the Service to build competing products

  • Resell or sublicense access

  • Conduct penetration testing without written consent

5. PURPOSE AND REGULATORY DISCLAIMER

5.1 The Service is designed to facilitate regulatory compliance processes.

5.2 Noex is not:

  • A notified body

  • A certification authority

  • A regulatory authority

5.3 Noex does not certify compliance or guarantee regulatory approval.

5.4 Customer remains solely responsible for:

  • Legal compliance

  • Risk assessments

  • CE marking decisions

  • Technical documentation accuracy

Customer acknowledges that regulatory responsibility cannot be delegated to Noex.

6. CUSTOMER RESPONSIBILITIES

Customer shall:

  • Ensure authorized users comply with this Agreement

  • Safeguard login credentials

  • Ensure lawful processing of personal data

  • Verify all outputs generated by the Service

Customer warrants it has rights to all Customer Data.

7. FEES AND PAYMENT

7.1 Fees
Fees are specified in the Order Form and are exclusive of VAT.

7.2 Payment
Fees are payable in advance unless otherwise agreed.

7.3 Suspension
Noex may suspend access for overdue payments.

7.4 Price Adjustments
Noex may adjust pricing for renewal periods with at least 30 days’ notice.

8. SUBSCRIPTION TERM AND TERMINATION

8.1 Term
Subscriptions renew automatically unless terminated in accordance with the Order Form.

8.2 Termination for Cause
Either Party may terminate for material breach not cured within 30 days.

8.3 Effect of Termination
Access ceases immediately upon termination.

9. CUSTOMER DATA

9.1 Ownership
Customer retains ownership of Customer Data.

9.2 Processing
Noex processes Customer Data solely to provide the Service.

9.3 Retention
Following termination, Customer Data may be retained for up to 365 days unless earlier deletion is requested.

10. DATA PROTECTION

Where Customer Data includes personal data:

  • Customer is Data Controller

  • Noex is Data Processor

Processing is governed by a separate Data Processing Agreement.

11. CONFIDENTIALITY

Each Party shall:

  • Keep Confidential Information confidential

  • Use it only to perform this Agreement

Confidentiality obligations survive for five (5) years.

Trade secrets remain protected as long as they qualify under law.

12. SERVICE LEVELS

12.1 Availability Target
Noex aims for 95% monthly uptime excluding:

  • Scheduled maintenance

  • Force majeure

  • Customer-side issues

  • Third-party outages

12.2 SLA Disclaimer
Availability targets are objectives only and do not create financial penalties unless separately agreed.

13. WARRANTIES DISCLAIMER

The Service is provided “as is” and “as available”.

To the maximum extent permitted by law, Noex disclaims all implied warranties including:

  • Merchantability

  • Fitness for a particular purpose

  • Non-infringement

14. INDEMNIFICATION

Customer shall indemnify and hold harmless Noex from claims arising from:

  • Customer Data

  • Regulatory decisions made by Customer

  • Misuse of the Service

  • Breach of this Agreement

15. LIMITATION OF LIABILITY

15.1 Exclusion of Indirect Damages
Noex shall not be liable for indirect, incidental, special, or consequential damages.

15.2 Liability Cap
Noex’s total aggregate liability shall not exceed the fees paid by Customer during the twelve (12) months preceding the claim.

15.3 Noex shall not be liable for regulatory penalties or product liability incurred by Customer.

16. FORCE MAJEURE

Neither Party is liable for delays caused by events beyond reasonable control.

17. EXPORT AND SANCTIONS COMPLIANCE

Customer shall comply with all applicable export control and sanctions laws.

Customer may not use the Service in violation of EU or international sanctions.

18. ASSIGNMENT

Noex may assign this Agreement in connection with:

  • Merger

  • Acquisition

  • Corporate restructuring

  • Asset sale

Customer may not assign without consent.

19. AMENDMENTS

Noex may update this Agreement.

Material adverse changes will be notified at least 30 days in advance.

Continued use constitutes acceptance.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions.

21. GOVERNING LAW AND DISPUTES

This Agreement is governed by Swedish law.

Disputes shall be resolved by Swedish general courts, with Skaraborg District Court as first instance.

22. CONTACT

Noex Technologies AB
Ventilvägen 10
549 37 Skövde
Sweden
hello@noex.se