Last updated: December 2025
This Enterprise License Agreement ("Agreement") is a binding contract between Scalytics Europe Ltd., a company organized under the laws of Malta with its registered office at Santa Venera, Malta ("Scalytics", "we", "us"), and the legal entity identified in an Order Form, purchase order, or written engagement that references this Agreement ("Customer", "you"). If you accept this Agreement on behalf of a Customer, you represent that you have authority to bind that Customer. If you do not have that authority, do not download, install, access, or use the Software.
This Agreement does not govern the open-source components Scalytics publishes under Apache License 2.0. Those components are governed by the Apache License 2.0 only. See Section 4.
1.1 "Software" means the proprietary software products listed on an Order Form or otherwise made available to Customer by Scalytics under a commercial license, including without limitation the enterprise editions of KafScale, KafGraph, kafSIEM, kaf-mirror, Scalytics Private AI Enterprise, and any other commercial products Scalytics designates from time to time, together with any updates, upgrades, patches, configurations, documentation, and related materials.
1.2 "Open-Source Components" means software components that Scalytics publishes under the Apache License, Version 2.0, including without limitation KafClaw, the Scalytics Private AI Community Edition, and any other component whose source repository contains an Apache License 2.0 LICENSE file. The LICENSE file in the applicable repository controls.
1.3 "Apache Wayang" is an Apache Software Foundation top-level project governed exclusively by the Apache License 2.0 and ASF policies. Apache Wayang is not licensed by Scalytics under this Agreement.
1.4 "Documentation" means the technical documentation, administrator guides, and operator manuals Scalytics makes generally available for the Software.
1.5 "Order Form" means an ordering document signed or electronically accepted by both parties that identifies the Software licensed, the Subscription Term, the number of Authorized Users or Capacity Units, the applicable fees, and any product-specific terms.
1.6 "Subscription Term" means the period during which Customer is authorized to use the Software, as set forth in the applicable Order Form.
1.7 "Authorized User" means a named individual employed by, or acting on behalf of, Customer who is permitted by Customer to access and use the Software in accordance with this Agreement.
1.8 "Capacity Unit" means the unit of metered consumption (for example, nodes, cores, throughput, storage volume, or events processed) defined in the applicable Order Form.
1.9 "Customer Data" means data, content, or information that Customer or its Authorized Users submit to, process through, or store within the Software. Customer Data does not include Telemetry, aggregated usage statistics, or operational logs generated by the Software for the purpose of monitoring, security, and improvement.
1.10 "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Scalytics's Confidential Information includes the Software, Documentation, and the terms of this Agreement. Customer's Confidential Information includes Customer Data.
1.11 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity.
1.12 "High-Risk Use" means use of the Software in any environment or application where failure or malfunction could reasonably be expected to result in death, serious personal injury, severe property damage, or severe environmental damage. High-Risk Use includes operation of nuclear facilities, aircraft navigation, life support systems, weapons systems, and emergency communications without independent fail-safe controls.
2.1 Software License. Subject to Customer's payment of the applicable fees and compliance with this Agreement, Scalytics grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to install, configure, execute, and use the Software in object code form, solely for Customer's internal business operations, and only up to the number of Authorized Users or Capacity Units set forth in the applicable Order Form.
2.2 Documentation License. Scalytics grants Customer a non-exclusive, non-transferable license to reproduce and use the Documentation internally in support of Customer's authorized use of the Software.
2.3 Affiliates. Customer may permit its Affiliates to access and use the Software under this Agreement, provided Customer remains responsible for each Affiliate's compliance with this Agreement and for all fees attributable to such use.
2.4 Evaluation and Trial Use. Where Scalytics makes the Software available on a free, trial, proof-of-concept, frontrunner, or beta basis, Customer's right to use the Software is limited to the evaluation period stated in writing by Scalytics. Trial Software is provided "AS IS" without any warranty, support, or service-level commitment. Sections 9 (Warranty Disclaimer) and 10 (Limitation of Liability) apply in full, and the liability cap in Section 10 is reduced to one hundred euros (€100) for trial use.
2.5 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Scalytics. No license is granted by implication, estoppel, or otherwise.
Customer shall not, and shall not permit any third party to:
(a) copy, modify, translate, or create derivative works of the Software, except as expressly permitted by this Agreement or applicable law;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
(c) sell, resell, rent, lease, lend, sublicense, distribute, time-share, or make the Software available as a hosted service or service bureau to any third party;
(d) remove, alter, or obscure any proprietary notices, labels, copyright notices, or trademarks contained in or on the Software or Documentation;
(e) use the Software to develop, train, benchmark, or improve a competing product, or to publish benchmark or performance results without Scalytics's prior written consent;
(f) use the Software in any High-Risk Use environment;
(g) use the Software in violation of any applicable law, regulation, or third-party right;
(h) circumvent or attempt to circumvent any license enforcement, usage metering, or access control mechanisms of the Software; or
(i) exceed the number of Authorized Users or Capacity Units licensed under the applicable Order Form.
4.1 Apache 2.0 Components. Open-Source Components are licensed to Customer only under the Apache License, Version 2.0, as set forth in the LICENSE file in each applicable source repository. Nothing in this Agreement modifies, limits, or supersedes the rights granted to Customer under the Apache License 2.0 with respect to those components.
4.2 No Implied License to Proprietary Software. Customer's rights under the Apache License 2.0 to use Open-Source Components do not include any license to use the proprietary Software covered by this Agreement. Enterprise features, proprietary plugins, hardened distributions, signed binaries, and commercial extensions are licensed only under this Agreement.
4.3 Apache Software Foundation Projects. Apache Wayang and any other Apache Software Foundation project referenced in Scalytics materials are independent projects of the Apache Software Foundation. Scalytics's relationship with such projects is as a contributor and downstream user. Customer's use of those projects is governed exclusively by the applicable ASF license and ASF policies. Apache®, Apache Wayang®, Wayang®, Apache Kafka®, Kafka®, Apache Flink®, Flink®, Apache Iceberg®, Iceberg®, Apache Spark®, and Spark® are trademarks of the Apache Software Foundation.
4.4 Third-Party Open-Source Components. The Software may include third-party open-source components, each of which is licensed under its own license terms. A list of such components and their licenses is included in the Documentation or in the Software distribution itself. In the event of any conflict between the terms of this Agreement and the terms of a third-party open-source license as it applies to the corresponding component, the third-party open-source license shall control with respect to that component only.
5.1 Delivery. Scalytics will make the Software available for download or installation electronically. No physical media will be delivered unless expressly agreed.
5.2 Updates. During the Subscription Term, Scalytics may, in its discretion, make updates, patches, and new releases of the Software available to Customer. Customer is responsible for installing updates in a timely manner. Scalytics is not obligated to support versions of the Software more than two (2) minor versions behind the then-current generally available release, except as set forth in a separate support agreement.
5.3 Support. Support services, if any, are provided under a separate support and services agreement or as stated on the applicable Order Form. Without a separate support agreement, no support is included.
6.1 Use. Customer is responsible for all use of the Software by its Authorized Users and Affiliates, and for compliance with this Agreement by such persons.
6.2 Security. Customer is responsible for the security of its own environments, networks, credentials, authentication systems, and Customer Data. Customer shall configure and operate the Software in accordance with the Documentation, including applicable security hardening guidance.
6.3 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer represents that it has all rights necessary to submit Customer Data to the Software and to grant Scalytics the limited rights set forth in Section 6.4.
6.4 Limited Rights to Customer Data. Customer grants Scalytics a limited, non-exclusive, royalty-free license to access, process, and use Customer Data solely to the extent necessary to provide the Software and any support services. Scalytics does not own Customer Data. Scalytics will not access Customer Data for training, fine-tuning, or improvement of any artificial intelligence model without Customer's prior written consent.
6.5 Telemetry. The Software may collect operational telemetry, including version, configuration, license-key metadata, error logs, and aggregated usage statistics, for the purposes of license enforcement, security monitoring, error diagnosis, and product improvement. Telemetry does not include Customer Data. Where telemetry can be disabled by configuration, the available controls are described in the Documentation.
7.1 Fees. Customer shall pay all fees set forth in the applicable Order Form. Unless otherwise stated, fees are quoted exclusive of taxes, duties, levies, and similar charges, and Customer is responsible for all such amounts (other than taxes on Scalytics's net income).
7.2 Payment Terms. Unless otherwise stated on the Order Form, invoices are due net thirty (30) days from the invoice date. Late amounts bear interest at the lower of one percent (1%) per month or the maximum rate permitted by applicable law.
7.3 Non-Refundable. Except as expressly set forth in this Agreement or required by applicable law, all fees are non-refundable.
7.4 Suspension. Scalytics may suspend Customer's access to the Software if any undisputed amount is more than thirty (30) days past due, after providing Customer with written notice and a reasonable opportunity to cure.
8.1 Ownership. Scalytics and its licensors retain all right, title, and interest in and to the Software, the Documentation, and all related intellectual property, including all modifications, improvements, and derivative works thereof (regardless of who creates them). Customer receives only the limited rights expressly set forth in this Agreement.
8.2 Feedback. If Customer provides Scalytics with suggestions, comments, or other feedback regarding the Software ("Feedback"), Customer grants Scalytics a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into any Scalytics product or service, without obligation or compensation to Customer.
8.3 Trademarks. "Scalytics" and the Scalytics logo are registered trademarks of Scalytics. No license to use such trademarks is granted under this Agreement.
9.1 Limited Warranty. Scalytics warrants that, for a period of thirty (30) days following initial delivery of a paid Software release to Customer, the Software will materially conform to the Documentation when properly installed and used in accordance with this Agreement. Customer's exclusive remedy and Scalytics's sole obligation for any breach of this warranty shall be, at Scalytics's option: (a) to use commercially reasonable efforts to correct the non-conformity; or (b) to terminate the affected license and refund the prepaid, unused portion of fees for the affected Software.
9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, AND ALL OTHER MATERIALS AND SERVICES PROVIDED BY SCALYTICS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. SCALYTICS DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SCALYTICS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS.
9.3 Open-Source Components. Open-Source Components are provided "AS IS" under the Apache License 2.0 only, and Scalytics provides no additional warranty for those components under this Agreement.
9.4 AI and Model Outputs. The Software may include features that generate, retrieve, or summarize content using machine learning models. Such outputs may be inaccurate, incomplete, or unsuitable for Customer's intended use. Customer is solely responsible for evaluating and verifying any outputs before relying on them, and for any decisions or actions taken on the basis of such outputs.
10.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO SCALYTICS UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 Exclusions from Cap. The limitations in Sections 10.1 and 10.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 11; (c) breach of Section 3 (Restrictions), Section 8 (Intellectual Property), or Section 12 (Confidentiality); (d) gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited or excluded under applicable law.
10.4 Essential Purpose. The parties agree that the limitations of liability set forth in this Section 10 are an essential basis of the bargain between the parties, that the fees reflect such allocation of risk, and that such limitations shall apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose.
11.1 By Scalytics. Scalytics will defend Customer against any third-party claim alleging that Customer's authorized use of the Software (excluding Open-Source Components, Trial Software, and any modification, combination, or use not authorized by Scalytics) infringes a copyright, registered trademark, or issued patent of such third party in a jurisdiction in which Scalytics makes the Software generally available, and will indemnify Customer against amounts finally awarded against Customer by a court of competent jurisdiction, or agreed in a written settlement signed by Scalytics, for such claim. If the Software becomes, or in Scalytics's reasonable opinion is likely to become, the subject of an infringement claim, Scalytics may, at its option and expense: (a) procure for Customer the right to continue using the Software; (b) modify or replace the Software so that it is non-infringing; or (c) terminate the affected license and refund the prepaid, unused portion of fees for the affected Software. THE FOREGOING STATES SCALYTICS'S SOLE OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT.
11.2 By Customer. Customer will defend Scalytics against any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Software in violation of this Agreement or applicable law; (c) Customer's combination of the Software with any data, system, or product not provided by Scalytics where the claim would have been avoided absent such combination; or (d) Customer's use of the Software in any High-Risk Use environment.
11.3 Procedure. The indemnifying party's obligations are conditioned on the indemnified party: (a) giving prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement (provided that no settlement may admit fault or impose any obligation on the indemnified party without its written consent); and (c) providing reasonable cooperation at the indemnifying party's expense.
12.1 Obligations. The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to the Disclosing Party's Confidential Information to its employees, contractors, and Affiliates who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less restrictive than those in this Agreement.
12.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure, without obligation of confidentiality; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or by an order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party (where legally permitted) prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy.
13.1 Term. This Agreement starts on the effective date of the first Order Form or first use of the Software, whichever is earlier, and continues until all Subscription Terms have expired or this Agreement is terminated in accordance with this Section 13.
13.2 Termination for Cause. Either party may terminate this Agreement, or any affected Order Form, immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice (or ten (10) days for non-payment).
13.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases business operations.
13.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all licenses granted to Customer hereunder terminate; (b) Customer shall cease all use of the Software and Documentation and destroy or return all copies in its possession or control, and certify the same in writing on request; (c) any fees owed for the period prior to termination remain due and payable; and (d) if Scalytics terminates for Customer's material breach, no refund of prepaid fees is due.
13.5 Survival. Sections 1 (Definitions), 3 (Restrictions, as to use after termination), 4 (Open-Source Components and Apache 2.0), 7 (with respect to amounts accrued prior to termination), 8 (Intellectual Property), 9.2 to 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification, as to claims arising during the term), 12 (Confidentiality), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Compliance with Laws), 15 (General), and any other provision that by its nature should survive, shall survive any expiration or termination of this Agreement.
14.1 Export Controls and Sanctions. Customer acknowledges that the Software may be subject to the export control laws and regulations of the European Union, the United States, and other jurisdictions. Customer shall not, and shall not permit any third party to, export, re-export, transfer, or use the Software in violation of any applicable export control or sanctions law, including without limitation: (a) to any country, region, or person subject to comprehensive sanctions administered by the European Union, the United Nations Security Council, the United States Office of Foreign Assets Control (OFAC), or HM Treasury (UK); (b) to any party listed on any restricted-party list maintained by such authorities; or (c) for any prohibited end use, including in connection with the development, production, or use of nuclear, chemical, or biological weapons or missile technology.
14.2 Anti-Corruption. Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the UK Bribery Act 2010, the United States Foreign Corrupt Practices Act, and Maltese anti-corruption legislation. Neither party shall offer, give, or receive any bribe, kickback, or other improper payment in connection with this Agreement.
14.3 Government End Users. If Customer is, or acts on behalf of, an agency or instrumentality of any government, Customer acknowledges that the Software is "commercial computer software" and "commercial computer software documentation" as those terms are defined in applicable government acquisition regulations, including the United States Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS), and is licensed only with the rights set forth in this Agreement.
14.4 Data Protection. Where Scalytics processes personal data on behalf of Customer in providing the Software, the parties shall execute a Data Processing Addendum incorporating the standard contractual clauses or other lawful transfer mechanism. The Scalytics Privacy Policy at scalytics.io/en-gb/privacy describes Scalytics's general data practices.
15.1 Governing Law. This Agreement is governed by the laws of Malta, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Venue. The courts of Malta have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party submits to the personal jurisdiction of such courts. Nothing in this Section 15.2 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
15.3 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, cyber attacks, pandemics, or natural disasters.
15.4 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement, on written notice and without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void.
15.5 Notices. Notices to Scalytics must be sent to legal@scalytics.io, with a copy by registered mail to Scalytics Europe Ltd., Santa Venera, Malta. Notices to Customer will be sent to the address or email on the Order Form. Notices are effective upon receipt.
15.6 Entire Agreement; Order of Precedence. This Agreement, together with each Order Form and any addenda executed by the parties (including any Data Processing Addendum or Support Agreement), constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings. In the event of a conflict, the order of precedence is: (1) the applicable Data Processing Addendum, (2) the Order Form, (3) this Agreement, (4) the Documentation. No purchase order or other ordering document issued by Customer that contains terms in conflict with or in addition to this Agreement is binding on Scalytics, even if signed or acknowledged by Scalytics.
15.7 Amendments. Scalytics may update this Agreement from time to time by posting an updated version at scalytics.io/en-gb/enterprise-license-agreement. Material changes will be communicated to Customer with at least thirty (30) days' prior notice and will not apply to active Order Forms until renewal, unless the change is required by law. Any other modification of this Agreement is effective only if in writing and signed by an authorized representative of each party.
15.8 Severability. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
15.9 No Waiver. A party's failure to enforce any provision of this Agreement is not a waiver of that or any other provision.
15.10 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
15.11 Headings. Section headings are for convenience only and do not affect interpretation.
15.12 Language. This Agreement is drawn up in English. Any translation is provided for convenience only; the English version controls.
15.13 Counterparts and Electronic Acceptance. This Agreement may be executed in counterparts and by electronic signature or click-through acceptance, each of which is deemed an original and which together constitute one agreement.
Apache®, Apache Wayang®, Wayang®, Apache Kafka®, Kafka®, Apache Flink®, Flink®, Apache Iceberg®, Iceberg®, Apache Spark®, and Spark® are trademarks of the Apache Software Foundation. Scalytics is not affiliated with, endorsed by, or sponsored by the Apache Software Foundation, except as a contributor to and downstream user of certain ASF projects under the Apache License 2.0.
Questions about this Agreement: legal@scalytics.io
Scalytics Europe Ltd.
The Penthouse
Triq Il-Ferrovjia L-Qadima
Phoenix Business Centre
Santa Venera, SVR 9022
Malta
Document version: 4.0 Effective date: December, 2025 Supersedes: End User License Agreement v1.0 (Scalytics Connect, dated prior to publication of this version)
