1. DEFINITIONS "KIG" means KNOWLEDGE INVESTMENT GROUP SRL, a Romanian legal entity, with its headquarters in Bucharest, 1st District, Nicolae Iorga Street, No. 5, Room 2, Common Hub Romania, 2nd Floor, registered with the Trade Registry under no. J40/3426/2007, Sole Registration Code 21140627; "KIG Partner" mean an entity with which KIG has a valid partner contract in place for reselling and /or distributing the KIG Product or for placing and processing orders from end users; "Agreement" means these terms and any other terms referenced in this document; "Affiliate" means any entity that directly or indirectly Controls, is Controlled by or is under Common Control with a Party, where "Control" means control of greater than 50% of the voting rights or equity interests of a party; "Claim" means a claim, action or legal proceeding filed against a party; “Confidential Information” means any document or information to which a party has access during the performance of this Agreement, including but not limited to the technical information, business methods, software programs, licensing models, of the other party. "Customer" means the entity identified in the License Order as "Customer" or otherwise identified as the end user. For the avoidance of doubt, if a Customer Affiliate places a License Order under this Agreement, such Affiliate shall be deemed as "Customer" for the purpose of that License Order; "Customer Data" means any information that is imported by or on behalf of the Customer into the KIG Product from its internal databases or other sources not supplied by KIG; "Improvements" means all versions, updates, corrections, improvements, modifications, enhancements, variations, derivative works, scripts, customizations, adaptations or extensions of feature sets of any of the KIG's Product components created or acquired by KIG; "Intellectual Property Rights" means patents, rights to inventions, copyright and neighboring rights, trade secret rights, trademarks, tradenames and domain names, rights in computer software and any other intellectual property rights as defined anywhere in the world or of similar nature; "KIG Product" means Lummetry LENS+; "License Fee(s)“ means the fees payable by Customer for the use of the KIG Product components, as set in the License Order document or another document signed by the parties; "License Order" means the order form or other written document for the KIG Product or related services that is either (a) executed between KIG and Customer or (b) the document executed between a KIG Partner and Customer, substantially in the form provided by KIG; "License Term" means the duration of the license for the KIG Product as specified in the License Order or any shorter term as an effect of the termination of the Agreement; "Party" means KIG and the Customer; 2. LICENSES AND ORDERING PROCESS 2.1 KIG is the owner of all rights, including all Intellectual Property Rights in the Kig Product, including but not limited to all: (i) copyright, trade secret rights, patent rights as well as all other intellectual property rights as defined anywhere in the world in and to any software and Software Documentation included in the KIG Product, (ii) copies, improvements enhancements, modifications and derivative works of any software and Software Documentation included in the KIG Product and all (iii) rights, title and interest, including all trade secret rights and all other intellectual property rights as defined anywhere in the world in and to any of KIG's knowledge modelling process. For the avoidance of any doubt, any software included in the KIG's Product, the Documentation as well as KIG's knowledge modeling process are Confidential Information of KIG. 2.2 KIG grants to the Customer a limited, non-exclusive right to use the components of the KIG Product specified in the License Order during the License Term. 2.3 All License Orders shall be placed with KIG or a KIG Partner. 2.4 All License Orders or purchase orders made during the terms of this Agreement shall be deemed to be subject to the provisions of this Agreement, irrespective of whether a reference is or is not made in the License Order or purchase order. 2.5 Customer Affiliates can place orders separately for the KIG Product by explicitly referencing this Agreement in the License Order. The Customer Affiliates will be deemed to have accepted the terms herein and any reference to "Customer" shall be deemed as a reference to the Customer Affiliates. 5. PAYMENT TERMS 5.1 This section applies only if Customer orders the KIG Product directly from KIG. IF Customer orders the KIG Product from a KIG Partner, then the payment terms shall be agreed between Customer and the KIG Partner. If a Customer orders a KIG Product under a License Order from a KIG Partner, the terms of this Agreement apply to Customer’s use of the KIG Product and will prevail between any inconsistencies between these terms and the KIG Partner order for which KIG Partner is solely responsible. 5.2 Customer must pay the fees as specified in the License Order. The fees are invoiced monthly/annually in advance and due within 30 days as of the invoice date, unless otherwise specified in the license order. Invoices will be issued electronically to the Customer. KIG may charge interest at a monthly rate of 1% or the maximum rate provided by the applicable law, on any overdue fees, from the due date until the overdue amount (plus applicable interest) is paid in full. All fees that are unpaid at the date of termination of this Agreement or expiration of this Agreement will be immediately due and payable. 5.3 If Customer fails to pay any amount due under this Agreement per the payment terms in the License Order, KIG will send the Customer a reminder notice. If Customer fails to pay within 30 days as of the date of the reminder notice, KIG may, in its sole discretion suspend or terminate the applicable License Order after notifying the Customer in writing. 5.4 Prices do not include applicable taxes like, but not limited to VAT. All payments will be made in cleared funds, without any deduction, or set-off and free and clear of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority as required by law. 5.5 KIG is entitled to establish its own License Fees, at its own discretion. KIG will not change the amount of the fees for the already acquired licenses, after the acceptance of a License Order by KIG. In case of any change in the License Fees, KIG will send to Customer a 90-calendar day prior notice regarding the newly proposed fees. The Customer is bound to respond to this notice until the expiry of the License Term. In the absence of a response from the Customer by the expiry of the License Term, the newly proposed Licensee Fees will apply, unless otherwise agreed in writing by the Parties. 6. THIRD PARTY INTELLECTUAL PROPERTY CLAIMS 6.1 KIG will defend, at its expense, any third-party Claim against Customer during the License Term, to the extent the Claim alleges that the KIG Product infringes a third party’s patent, copyright or trademark or that KIG has misappropriated a third party’s trade secret (“IP Claim”). KIG will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by KIG). 6.2 In case of any IP claim, KIG may: (1) procure for the Customer a license to continue using KIG’s Product under the terms of this Agreement; (2) replace or modify the allegedly infringing components to avoid the infringement; or (3) terminate Customer’s license and access to the KIG Product (or its infringing component) and refund the Customer pro rata fees pertaining to the KIG Platform components, computed on the basis of the prepaid and unused License Fees, but only if Customer confirms in writing that it destroyed all copies of the KIG Platform component (and any related materials) from all computer systems on which it was stored. 6.3 KIG will have no liability for any IP Claim: (1) that arises from any: (i) use of the KIG Product in violation of this Agreement; (ii) modification of the KIG Product by anyone other than KIG; (iii) failure by Customer to install the latest version of the KIG Product, as requested by KIG to avoid infringement; or (iv) third-party products, services, hardware, software or other materials or combination of these with the KIG Product, if the KIG Product would not be infringing without this combination; or (B) if Customer fails to: (i) promptly notify KIG in writing of the IP Claim, (ii) provide KIG with reasonable assistance required by KIG for the defense of the IP Claim; or (iv) refrain from making admissions about the IP Claim without KIG’s prior consent. The remedies in this section of this Agreement are Customer’s sole and exclusive remedies and KIG’s sole liability regarding this subject matter giving rise to any IP Claim.