Services Framework Agreement
Effective Date: December 1, 2025
Parties:
● You: As identified in the Order Form ("Customer", "You")
● Us: Tower Computing GmbH with its office in Kolonnenstraße 8, 10827 Berlin ("Company", "We", "Us")

This Agreement, including all addendums (the "Agreement") governs Your right to purchase, use and integrate our proprietary software and infrastructure services (the "Service"), including to create a product of Your own to market to Your own customers. For clarity the right for external use is only as part of a co-created solution but not for re-selling the solution without significant modifications.

1. The Service We Provide
   a. Service: We provide infrastructure services designed for businesses to build, deploy, and manage Your own applications and services. The Service offers access to configurable computing resources and related management tools and APIs. Specific resources, configurations, service levels, and pricing are detailed in the applicable Order Form. You use the Service as a foundation to run Your own software, platforms, and services ("Customer Applications") for internal use or to serve Your own customers ("End-Users"). We are responsible for the underlying infrastructure, while You are responsible for the Customer Applications deployed on it. For detailed technical specifications and documentation, please visit https://docs.tower.dev
   The Service uses a distributed system architectural pattern that separates the Control Plane from the Data Plane. This design gives your data apps improved scalability, enhanced security, and greater flexibility while ensuring they remain resilient in a serverless environment. The Data Plane is responsible for processing customer data, while the Control Plane manages metadata about applications that allows Us to provide our services. While the Control Plane is always hosted by Us you can host the Data Plane Yourself or by Us.

   
   

   b. License: For all Services hosted by Us We grant You a non-exclusive, non-transferable right to access and use any of our Service as per Order Form during Your subscription term. For all Services hosted by You We grant You a non-exclusive, non-transferable license to install and run the Licensed Software on Your infrastructure during the applicable subscription term, solely to process data in conjunction with the Control Plane. You can use all Services to build, operate, and maintain Your Customer Applications, including making such Customer Applications available to Your own End-Users, as described in this Agreement and in our official documentation. This right is subject to the terms of this Agreement, including the Acceptable Use (Section 2) and timely payment of all fees. You may also permit Your Affiliates or a third-party contractor, agent, or consultant retained by You or Your Affiliates to access and use the Service, but only on Your behalf to manage the infrastructure supporting Your Customer Applications and for Your direct benefit, and only on the express condition that any such use constitutes their binding agreement to be subject to the terms of this Agreement, governing law, and venue provisions. For clarity, this license does not permit the standalone resale or pass-through distribution of the Service itself.

   
   

   c. Updates to the Service: We may update the Service from time to time. If we make a change that materially reduces the core functionality of the Service, we will provide notice to customers who have subscribed to receive such notifications.

   
   d. Discontinuation of the Service: We reserve the right to discontinue the Service or a material part of it. If we do, we will provide You with at least six (6) months' prior written notice, unless we replace the discontinued functionality with a substantially similar service. This notice period will not apply if a change is required to comply with law, address a security risk, or avoid a significant economic or technical burden.

   
   

2. Your Commitments & Acceptable Use
   Responsibility for End-Users: If You use the Service to provide Customer Applications to End-Users, You are solely responsible for: (a) Your agreements with End-Users ("End-User Agreements"), ensuring they are consistent with this Agreement's terms regarding acceptable use and limitations; (b) Providing all technical and customer support directly to End-Users; and (c) All actions, omissions, and compliance of End-Users related to the Service, treating them as Your own. We have no direct support or contractual obligations to End-Users.
   Further, You are fully responsible in accordance with statutory law for all activity that happens under Your user accounts and for any breach of this Agreement by your Affiliates, Service Providers, or End-Users.
   You and these parties shall not:
   a. Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted in the agreement.
   b. Reverse engineer, decompile or attempting to discover the source code of the Service, except where law explicitly allows it.
   c. Use the Service to infringe upon any intellectual property rights or violate any mandatory law concerning data protection, security, or the integrity of the Service.
   d. Upload or transmit any viruses or malicious code into the Service.

   
   

3. Data, Privacy & Confidentiality
   a. Your Data: You own all the data You, your Affiliates, or your Service Providers on your behalf upload to or store on the Service ("Your Data") independent of the hosting model. You grant us a worldwide, royalty-free license to host, copy, and process Your Data solely as necessary to provide and monitor the Service for You.
   b. Data Protection: If our provision of the Service involves processing Personal Data that is subject to GDPR or similar data protection laws, we act as the 'Processor' on Your behalf as the 'Controller'.
   Before such processing begins, we will both execute a separate Data Processing Addendum (DPA). The signed DPA becomes a part of this Agreement and its terms will prevail on any data protection-related matters. You acknowledge You are solely responsible for compliance with data protection laws concerning the content processed within Customer Applications running on the Service.
   c. Confidentiality: We both agree to protect each other’s confidential information with the same care we use for our own, but no less than reasonable care. Confidential Information is any non-public information one of us shares with the other, marked as confidential or which should obviously be considered confidential. We will not share it with third parties, except as necessary to provide the Service or as required by law.
   d. Data Usage for Service Operation and Improvement:
   ● What We Collect: We collect technical and operational data about Your use of the Service, such as resource consumption (CPU, memory, storage), network traffic traversing our infrastructure boundary, API calls made to our management plane, infrastructure health metrics, and configuration metadata ("Service Data"). This data is essential for us to operate and secure the Service. We take great care to ensure that Service Data does not contain any of Your confidential information or personal data from within Your content.
   ● Our Right to Use for Improvement: You agree that we may use this Usage Data for our legitimate business interests to analyze usage patterns, diagnose problems, and improve the features and performance of the Service.We may also use this data to develop new features or products, provided that any such use is consistent with the Independent Controller processing purposes set forth in the DPA.
   ● Anonymized Statistics: We may create statistics and analytics based on Service Data. We will only do so if the data is not “personal”, as defined under the GDPR, e.g. fully aggregated and anonymized, meaning it can not be traced back to You, Your Affiliates, or any specific user. We may use these anonymized statistics for business intelligence, marketing, or to publish industry insights. We will never disclose any of Your Confidential Information or Personal Data in this process.
   e. Data Portability: We will make Your Data available for You to export in a structured, commonly used, and machine-readable format. This right applies during your subscription term and for thirty (30) days following termination ("Retrieval Period"). We agree not to impose unreasonable obstacles to hinder You from switching to another service. To the extent that the EU Data Act grants You specific rights related to the switching of data processing services, such rights shall be governed by our "Data Processing Services Addendum". This Addendum, if applicable to You, is incorporated by reference and shall prevail in the event of a conflict with this Agreement. The specific procedures for the return and deletion of Personal Data are detailed in the DPA.

   
   

4. Intellectual Property
   a. We own our IP: We retain all rights, title, and interest in the Service, our documentation, anonymized aggregated data, all Service Data (as defined in the DPA), and all related intellectual property.
   b. You own Your IP: You retain all rights to Your Data, any applications You build using the Service and any other form of content you integrate, insert or in any other way use in connection with the Service.
   c. Feedback: If You, your Affiliates, or your Service Providers provide us with feedback or suggestions, You grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, including incorporating it into our Service. You don’t give up ownership of Your original feedback.

   
   

5. Fees & Payment
   You agree to pay all fees specified in Your Order Form. Unless the Order Form says otherwise, all payments are due within 30 days of the invoice date. Except as otherwise specified herein, all fees are in EUR and are non-refundable as well as exclusive of VAT or other applicable taxes, duties or levies. If You are late on a payment, we may charge interest (at 1.5% per month or the legal maximum, whichever is lower) and, after giving You notice of at least fourteen (14) days, suspend Your access to the Service until payment is made.

   
   

6. Warranties
   We warrant that:
   a. The Service will perform materially in accordance with our official documentation.
   b. We will implement and maintain appropriate technical and organizational security measures designed to protect the Control Plane and the underlying core infrastructure (network, hardware, virtualization layer) in the Processing Location against accidental or unlawful loss, access, or disclosure in accordance with industry best practices such as SOC2 and applicable law. We provide no warranty regarding the security of Customer Applications, operating systems, encryption keys, or the Customer-Hosted Data Plane. Customer acknowledges its responsibility for securing Customer Applications and data within the Service.
   c. We have the right to grant You the license to the Service and warrant that it does not materially infringe on any third-party intellectual property rights.

   
   You warrant that:
   a. You are not located in, or acting on behalf of any person or entity in, a country that is subject to an embargo by relevant authorities, and You will not use the Service in violation of any export restrictions. You acknowledge that a breach of this Section constitutes a material breach of this Agreement.
   b. You have all necessary rights and permissions to upload and process Your Data using the Service, including any required consents for personal data processed within Customer Applications.

   
   Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SERVICE IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY WHATSOEVER REGARDING ANY PARTNER OFFERING.

   
   

7. Indemnification
   a. Our Indemnity: We will defend You and Your team against any third-party claim that Your use of our Service (as permitted by this Agreement) infringes their intellectual property rights (like patents, copyrights, or trade secrets). This obligation does not apply if the infringement is caused by Your modification of the Service or its combination with non-Company products. We will pay for any finally awarded damages or any settlement costs that we approve in writing. This promise does not apply if a claim is caused by: (a) Your modifications to the Service, (b) combining our Service with software or data we didn't provide, or (c) Your Data or Customer Applications, or (d) use of the Service in breach of this Agreement.
   b. Your Indemnity: In return, You will defend us and our team against any third-party claim arising from: a) Your Data or Customer Applications infringing someone's rights or breaking applicable law; (b) any claim by an End-User relating to their use of Your Offering or any breach of Your End-User Agreements; or (c) The development, marketing, support, or operation of Your Offering. You will pay for any finally awarded damages or any settlement costs that You approve in writing.
   c. How We Will Handle a Claim: For any claim covered under this section, we both agree to the following process:
   ● Prompt Notice: The party seeking protection must promptly notify the other party in writing as soon as they become aware of a claim.
   ● Control: The party providing the defense (and paying the costs) has the right to control the legal strategy and any settlement negotiations.
   ● Cooperation: The party being protected agrees to provide reasonable assistance and cooperation for the defense. The defending party will reimburse for any reasonable out-of-pocket expenses incurred in providing this assistance.
   ● Settlement: The defending party cannot agree to any settlement that admits fault or imposes a financial obligation on the protected party without their prior written consent.

   
   

8. Limitation of Liability
   a. Unlimited Liability: Nothing in this Agreement shall limit or exclude either party's liability for:
   i. death or personal injury caused by its negligence;
   ii. willful misconduct or gross negligence ;
   iii. fraud or fraudulent misrepresentation; or
   iv. any other liability that cannot be limited or excluded under applicable mandatory law.
   b. Special Provisions for German Law: In the event this Agreement is subject to German law, the following shall apply: Should a party breach an essential contractual obligation (a “Cardinal Duty”) through simple negligence (“einfache Fahrlässigkeit”), its liability shall be limited to the amount of damages that were foreseeable and typical for this type of contract at the time the Agreement was made. A Cardinal Duty is one whose fulfillment is a prerequisite for the proper execution of the contract and on whose observance the other party may regularly rely.
   c. Liability Cap: Subject to prior sections the total aggregate liability of either party and its Affiliates to the other and its Affiliates or Service Providers (whether in contract, tort, or otherwise) arising under or in connection with this Agreement shall in no event exceed the total fees paid or payable by Customer in the twelve (12) months immediately preceding the event that gave rise to the claim.
   d. Exclusion of Indirect and Consequential Damages: Except for (i) any damages that are uncapped pursuant to this Section; or (ii) any damages arising from a breach of a Cardinal Duty under German law (as set forth in this Section), to the extent such damages are foreseeable and typical for this type of contract - in no event will either party be liable for any indirect, consequential, or special loss, or for any lost profits, lost revenue, loss of data, loss of goodwill, or business interruption.

   
   

9. Term and Termination
   a. Term: This Agreement starts on the Effective Date and continues as long as an Order Form is active. Each Order Form will specify its own subscription term. The framework agreement shall automatically terminate 60 days after all individual orders placed under it have been completed or terminated in accordance with their respective terms and conditions, unless the parties agree otherwise in writing.
   b. Termination of the Framework Agreement: Either party may terminate this Agreement for a material breach by the other party, if the breach is not cured within fourteen (14) days of written notice. The termination of this Agreement will automatically terminate all active Order Forms.
   c. Termination of an Order Form: Either party may terminate an individual Order Form if the other party materially breaches its obligations under that specific Order Form and fails to cure the breach within fourteen (14) days of written notice. The termination of an individual Order Form under this section will not affect the status of this Framework Agreement or any other active Order Forms.
   d. Actions Upon Termination:

   
   If You terminate this Agreement due to a material breach by Us, We will refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination.

   
   If We terminate this Agreement due to a material breach by You, You will not be entitled to any refund of prepaid fees. In such case, You shall pay any unpaid fees covering the remainder of the Subscription Term of all Order Forms (less any expenses Company actually saves by the early termination of the Service, which Customer must prove).

10. General Legal Topics
    a. Governing Law & Venue: This Agreement is governed by the laws specified in the Order Form. The parties agree to the exclusive jurisdiction of the courts specified in the same Order Form. In absence of any regulation in the Order Form this Agreement is governed by the laws of Germany and the parties agree to the exclusive jurisdiction of the courts of Berlin, Germany.
    b. Entire Agreement: This Agreement including all addenda and any Order Forms represent our entire understanding. Any changes must be in writing and signed by both parties. To satisfy any "in writing" or "signature" requirement under this Agreement or applicable law, an electronic signature that meets the standard of a 'Qualified Electronic Signature (QES)' under the eIDAS Regulation (EU) No 910/2014, or a substantially equivalent standard under other applicable laws (such as the U.S. E-SIGN Act), is agreed to be sufficient. Platforms such as DocuSign, Adobe Sign, or similar services may be used to provide such legally binding signatures.
    c. Assignment: Neither party can assign this Agreement without the other's written consent, which won't be unreasonably withheld.
    d. Notices: All notices must be in writing and sent to the addresses on the Order Form. Email is sufficient for day-to-day communications. Any formal legal notice, including notices of breach or termination, must be in writing and sent to the other party's legal contact address specified in the Order Form.
    e. Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The parties agree to negotiate in good faith a valid substitute provision that most nearly an in an economic way reflects the original intent of the parties.
    f. Force Majeure: Neither party will be liable for any failure or delay in performance where such failure or delay results from any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, or pandemics ("Force Majeure Event"). The affected party will give prompt notice to the other party of the Force Majeure Event. If the event continues for more than thirty (30) days, either party may terminate any affected Order Forms and/or this Agreement upon written notice.
    g. Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to represent or bind the other party.
    h. Waiver: A failure by either party to enforce any right or provision of this Agreement will not be considered a waiver of that right. Any waiver will only be effective if it is in writing and signed by an authorized representative of the party granting it.
    i. Survival: Any provisions of this Agreement that by their nature should survive termination will do so. This includes, without limitation, accrued payment obligations (Section 5), confidentiality obligations (Section 3), intellectual property ownership (Section 4), data usage rights (Section 3), indemnification obligations (Section 7), limitations of liability (Section 8), and the "General Legal Topics" section (Section 10).