1. Acceptance and authority

This End User License Agreement (“Agreement”) is a binding contract between Yasna and the organization that subscribes to, installs, accesses or uses the Software (“you”, “Customer”). By subscribing, installing, connecting, accessing or using the Software, clicking to accept, or allowing any person or AI system to use it on your behalf, you accept this Agreement. The individual accepting represents that they are an adult with authority to bind the Customer. If you do not agree, do not install, connect or use the Software.

The Software is provided only for business and professional use. It is not offered to consumers, and you confirm that you are not acquiring it as a consumer.

2. Software covered

“Software” means the CERP cloud service and its web, Windows, Android and Linux applications, the CERP Windows agent and local services, the standalone and offline editions, the customer club, messaging, reporting, workflow, human-resources and e-invoicing modules, the CERP MCP server and its connectors for AI Clients, application programming interfaces and webhooks, documentation, and all updates, in any form. “AI Client” means any third-party artificial-intelligence product that connects to the Software, including ChatGPT, Claude and similar tools.

3. License

Subject to your continuous compliance with this Agreement and payment of all applicable fees, Yasna grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business purposes, within the edition, capacity, scope and term of your subscription. The Software is licensed, not sold. Yasna and its licensors retain all right, title and interest in the Software, including all intellectual property rights. All rights not expressly granted are reserved.

4. Restrictions

You will not, and will not permit anyone to: copy, modify or create derivative works of the Software; reverse engineer, decompile or disassemble it, except to the extent this restriction is prohibited by law; rent, lease, resell, sublicense or provide it to third parties; circumvent license keys, register or user limits, scopes, permissions or security controls; access another organization’s data; use it to gain unauthorized access to any system or data; use it in violation of any law or third-party right; or use it to build a competing product.

5. Your sole responsibility for operations

The Software records and, at your direction, changes your business data and operations, including sales, invoices, prices and discounts, stock, purchasing, accounting and treasury documents, payroll, customer records, loyalty incentives, messages sent to your customers, invoices submitted to tax authorities and transactions sent to payment terminals. Every operation is performed at your direction and under your authority, whether entered by a person or generated by an AI Client acting for you.

You are solely and exclusively responsible for: the accuracy of the data, prices, tax settings and rules you configure; which users, roles, connectors, scopes and AI Clients are enabled; every operation performed through your accounts, keys, tokens or connectors; reviewing and approving changes before they take effect; checking invoices, tax submissions, payroll and financial reports before relying on or filing them; maintaining your own exports and backups; the security of your credentials, networks and devices; your compliance with tax, accounting, consumer, privacy and messaging rules; and all consequences of any operation, including incorrect prices, lost sales, tax penalties, deleted, altered or disclosed data, downtime and financial loss. Yasna does not monitor, review or approve your operations and has no duty to prevent them.

6. AI outputs

AI Clients and models are operated by third parties, are probabilistic and can be inaccurate, incomplete, offensive or harmful, and can act in unexpected ways. Outputs, reports, analyses, recommendations and actions are provided for information only, are not professional, legal, financial, accounting, tax, security or engineering advice, and must be independently verified by qualified people before you rely on them. You assume all risk arising from AI outputs and AI-initiated actions, including any change an AI Client makes to prices, items, customers or documents within the scopes you granted.

7. Third-party services

The Software interoperates with services and products that Yasna does not own or control, including AI Clients, hosting and network providers, SMS and messaging services such as Bale, online stores and marketplaces, payment terminals and banks, printers, scales and other devices, the national e-invoicing (Moadian) system and other government systems. Their availability, accuracy, security, terms, fees and data practices are governed solely by their providers. Yasna is not responsible or liable for any third-party service, any change to or discontinuation of it, or any loss arising from it.

8. Data

You retain ownership of your data and are solely responsible for its legality, accuracy and the rights and consents needed to process it through the Software, including data about your customers and employees and any messages you send them. You decide which data is transmitted to AI Clients and third parties. Our handling of personal information is described in the CERP Privacy Policy.

11. Indemnification

You will defend, indemnify and hold harmless Yasna, its affiliates and their directors, officers, employees, agents, resellers, licensors and suppliers from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: your or your users’ use of the Software; any operation performed through your accounts, keys, tokens, connectors or AI Clients; your data, prices, invoices, tax filings and messages; your breach of this Agreement; your violation of any law, regulation or third-party right; or any dispute between you and your customers, employees or any other third party. Yasna may participate in its defense with counsel of its choice, and you may not settle any claim that imposes an obligation or admission on Yasna without our prior written consent.

12. High-risk use

The Software is not designed, tested or licensed for use where failure, inaccuracy or delay could lead to death, personal injury, environmental damage or severe physical or financial harm, including medical, pharmaceutical dosing, nuclear, aviation, transport, weapons, critical-infrastructure and emergency systems. Any such use is entirely at your risk and in breach of this Agreement.

13. Compliance with laws

You are solely responsible for complying with all laws applicable to you and your use of the Software, including tax and e-invoicing, accounting, consumer-protection, pricing, privacy and data-protection, marketing and messaging, employment, export-control and economic-sanctions laws. You will not use, export or make the Software available in violation of any such law.

14. Term and termination

This Agreement applies for as long as you subscribe to, install, access or use the Software. Yasna may suspend or terminate your license and access at any time, with or without notice, if you breach this Agreement, fail to pay, create risk or legal exposure for Yasna, or as required by law. On termination you must stop using the Software. Data return or deletion follows your contract and the CERP Privacy Policy. Sections 4 through 21 survive termination.

15. Time limit for claims

To the extent permitted by law, any claim arising out of or relating to the Software or this Agreement must be brought within one (1) year after the cause of action arises; otherwise it is permanently barred.

16. Disputes, arbitration and waivers

This Agreement is governed by the laws of England and Wales, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to the Software or this Agreement, including its formation, validity or termination, will be finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator. The seat of arbitration is London, United Kingdom, and the language is English. Judgment on the award may be entered in any court of competent jurisdiction. Yasna may seek injunctive relief in any court to protect its intellectual property or confidential information, and may bring a claim for unpaid fees in the courts of the Customer’s place of business.

DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION, AND, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

17. Mandatory law

Some jurisdictions, including in the United States, the European Union and the United Kingdom, do not allow the exclusion of certain warranties or the limitation of certain liabilities, such as liability for death or personal injury caused by negligence, fraud, or gross negligence or willful misconduct, or rights that consumers cannot waive. In those jurisdictions the exclusions and limitations in this Agreement apply to the fullest extent the law permits, and nothing in this Agreement limits liability that cannot lawfully be limited.

18. Changes

Yasna may update this Agreement by publishing a new version with its effective date. Continued subscription, access or use after the effective date constitutes acceptance. If you do not agree, you must stop using the Software.

19. Order of precedence

This Agreement, the CERP Terms of Use and Privacy Policy, and your accepted order, proposal or pro forma invoice form the entire agreement on its subject. Commercial terms in your order, such as edition, capacity, price and service levels, apply as written. A signed written contract with Yasna prevails over a section of this Agreement only where it expressly states that it overrides that named section; otherwise this Agreement prevails. Any purchase order or customer terms are rejected and have no effect.

20. General

You may not assign or transfer this Agreement without Yasna’s prior written consent; Yasna may assign it freely. Yasna is not liable for any delay or failure caused by events beyond its reasonable control, including outages, internet disruptions, sanctions, government action, network or third-party failures, cyberattacks and natural events. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full effect. No waiver is effective unless in writing. Notices to Yasna must be sent to info@cerp.ir. The parties are independent contractors.

21. Language

This Agreement is provided in English, Persian and Arabic. If there is any conflict or inconsistency, the English version prevails.