SOFTWARE LICENSE AGREEMENT This agreement (the “Agreement”), together with the applicable Order Forms, constitutes a binding agreement between the NGDATA group contracting entity specified in the relevant Order Form (“NGDATA”), and the customer contracting entity specified in the relevant Order Form (the “Licensee”). The Customer’s use of the Software licensed pursuant to an Order Form and any associated services as may be specified in such Order Form shall be exclusively governed by the terms of this Agreement and such Order Form. NGDATA and the Licensee may individually be referred to as a “Party” and collectively as “the Parties”. PREAMBLE Whereas NGDATA has developed and owns certain software and is in the business of licensing such software; Whereas the Licensee wishes to obtain from NGDATA the right to use such software in connection with its business; Whereas NGDATA is willing to license such software to the Licensee subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, the Parties hereby agree as follows:   1 DEFINITIONS – ANNEXES/ORDER OF PRECEDENCE 1.1 Definitions Capitalized terms used in this Agreement and the Order Forms) shall have the meaning ascribed to them below. However, additional definitions may be included in the body of the Agreement and the Order Forms. Capitalized term Definition Acceptance Date The date on which the Licensee accepts, or is deemed to have accepted, the Software in accordance with Section 5 (Acceptance Procedure) of the Agreement. Affiliates An entity that is owned or controlled by, or is under common control or ownership with a Party, where "control" means the possession, direct or indirect, of more than fifty percent (50%) of the equity securities or equity interests of such an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. For the purposes of this Agreement, the Licensee shall be considered the single point of contact towards NGDATA in respect of any of its Affiliates (to the extent these are granted any rights hereunder), save as may be otherwise agreed in an Order Form entered into by a Licensee Affiliate. Authorized User The users authorized to use the Software on the Licensee’s behalf. The details of the authorized users will be set out in the Order Form. Business Day Monday through Friday, excluding local public holidays in the Licensee’s country of incorporation. Business Hours 8 a.m. through 6 p.m. on a local Business Day in the Licensee’s country of incorporation. Confidential Information of a Party The information of such Party, whether in written, oral, electronic or other form, and which (i) is designated as confidential or proprietary, or (ii) should reasonably be considered confidential given its nature or the circumstances surrounding its disclosure, regardless of whether or not it is expressly designated as confidential, including information and facts concerning business plans, customers, prospects, personnel, suppliers, partners, investors, affiliates or others, training methods and materials, financial information, marketing plans, sales prospects, customer lists, inventions, program devices, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets, including all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. The Confidential Information of NGDATA shall include the Software, Documentation and any deliverables as may result from the Professional Services. Effective Date The Order Form effective date. Fees The Subscription Fee, the Volume Fee, fees for Professional Services, the Maintenance and Support Fee, and such other amounts as may be (agreed between the Parties to be) payable by the Licensee to NGDATA pursuant to this Agreement, as detailed in this Agreement, an Order Form, agreed change order, or as otherwise agreed in writing from time to time. Intellectual Property Rights Patents, trademarks, service marks, trade secrets, copyright, design rights, know how, Confidential Information, trade and business names, domain names, database rights, sui generis rights (including in software), rental rights and any other intellectual and industrial property or similar rights throughout the world, whether or not registered, including applications for and the right to apply for, maintain and enforce any of the preceding items. Maintenance and Support The Software related maintenance and support services specified in an Order Form. Maintenance and Support Fees The fees payable by the Licensee in respect of Maintenance and Support as specified in an Order Form. Open Source Software Computer software made generally available at no charge by the copyright holder under a license which provides the right to modify and distribute the software to anyone for any purpose at no charge. Order Form A duly signed (by both Parties) individual order form entered into pursuant to and referencing this Agreement. Professional Services Professional services agreed to be delivered by NGDATA in respect of this Agreement pursuant to a statement of work – signed between the Parties - pursuant to a separate professional services agreement between the Parties. Software The software specified in an Order Form, licensed to the Licensee by NGDATA in accordance with the terms of this Agreement and such Order Form. Subscription Fee The annually recurring license fee payable by the Licensee in respect of the user rights to the Software granted to the Licensee pursuant to an Order Form. Territory The territory in which the Licensee is entitled to use the Software as set out in the relevant Order Form. User Documentation The operating manual, user instructions, and such other related materials (but excluding marketing material and any information posted on a(n) (NGDATA) website) as ordinarily made available by NGDATA to its customers to facilitate the use of the Software. Variable Components As ascribed to such term in the Order Form. The different Variable Components shall also be specified and defined in the Order Form. Volume Fee The fees payable by the Licensee in addition to the Subscription Fee, in respect of Variable Components. The Volume Fees shall be as set out in the applicable Order Form. 1.2 Order of precedence In the event of a conflict between the body of the Agreement and an Order Form, the Order Form shall prevail. 2 LICENSE Subject to the terms and conditions of this Agreement and the timely payment of the Fees by the Licensee, upon the Customer entering into an Order Form for the licensing of the Software, NGDATA grants to the Licensee a restricted, non-exclusive, personal (non-transferable, non-assignable, without the right to sublicense) license, to install and use the Software, in accordance with the User Documentation for the Variable Components within the Territory, exclusively for the Licensee’s and its Affiliates’ internal business purposes and for the relevant Order Form term as set out in Section 3. This license comprises the User Documentation. The Licensee may use the Software only as expressly permitted in this Agreement and subject to the general restrictions as set forth in Section 10. The Licensee may make one copy of the Software, at its own expense, as is reasonably required (i) for its back-up, disaster recovery and archival purposes, or (ii) for use in test and development systems, provided that each such copy shall bear the original and unmodified copyright, patent and other intellectual property markings on the Software as originally delivered by NGDATA and that all copies (together with the original) will be kept in Licensee’s possession and/or direct control. The extent of the licenses granted under this Section 2 is restricted to the scope expressly set forth herein, and there are no implied licenses under this Agreement. NGDATA reserves any right not expressly granted to the Licensee hereunder. The Licensee acknowledges and agrees that any use of the Software or User Documentation outside the scope of the licenses as set forth in this Section 2, unless such use has been expressly approved in writing by a duly authorized representative of NGDATA, shall entitle NGDATA to immediately terminate (or alternatively, at NGDATA’s option, suspend) one or more of the licenses granted hereunder and/or the Agreement for material breach by the Licensee, without any formalities being required and without prejudice to any other right or remedy available to NGDATA pursuant to this Agreement or under applicable law, provided that, in the event the Licensee exceeds the licensed Variable Components, this will not in itself be considered a breach of license terms provided the Licensee timely pays the corresponding additional Fees as per clause 4 of this Agreement. Only if the Licensee is in breach of its payment obligations as regards any Subscription Fees or Volume Fees invoiced by NGDATA, will such breach also be considered a breach of license terms. Without limiting the foregoing, the Licensee acknowledges that (i) its right to install and use the Software is limited to the term set out in Section 3, and (ii) the Software is designed to automatically cease to function if and to the extent the Agreement (or relevant Order Form) expires or terminates. Any attempt to defeat the time-control disabling function in the Software will constitute a material breach of this Agreement and will be considered a violation of NGDATA’s Intellectual Property Rights. 3 TERM 3.1 Agreement and Order Form term This Agreement shall commence on the Effective Date and shall continue until terminated by either Party on giving at least three (3) months’ written notice. Termination of the Agreement shall not result in the termination of any Order Forms, which shall remain in full force and effect unless and until individually terminated as set forth herein and which shall remain governed by the Agreement for their full term. Order Forms shall be entered into for an initial term as specified in the Order Form (the “Initial Term”). Upon expiry of the Initial Term, the Order Form shall automatically renew for such periods as specified in the Order Form (each a “Renewal Term”), unless terminated by either Party on giving at least three (3) months written notice prior to the expiry of the Initial Term or then current Renewal Term, or such other notice period as may be specified in the Order Form. Without prejudice to NGDATA’s indexation right as set out in this Agreement or the relevant Order Form, NGDATA shall be entitled to revise the financial terms and conditions of the relevant Order Form with each Renewal Term. With each Renewal Term, NGDATA will provide a new unique license key to the Licensee set to expire on the new expiry date, issuing a license certificate that states the new expiry date, and updating NGDATA’s contract system. Licensee shall be solely responsible for all costs and expenses incurred in the copying and redistribution of the renewed license key to its Authorized Users. 3.2 Termination Each Party may at its option terminate this Agreement or the Order Form that is the subject of the termination event, upon written notice to the other Party: a) if the other Party materially breaches its obligations as set out in this Agreement and fails to (i) cure the breach within thirty (30) days from receipt of written notice of the breach from the other Party, and (ii) make substantial progress to cure such breach and implement a remedial plan that results in a cure of such breach within sixty (60) days from receipt of such default notice, provided that NGDATA shall be entitled to terminate this Agreement or the relevant Order Form (or alternatively suspend its obligations hereunder and/or the user rights granted hereunder) on giving written notice in the event the Licensee breaches the license terms hereunder or infringes NGDATA’s Intellectual Property Rights; b) if the other Party ceases conducting business in the normal course, is subject to insolvency, makes a general assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization (other than for the purposes of a solvent amalgamation or reconstruction); c) if a Force Majeure event continues for more than one (1) consecutive month. Neither Party shall be entitled to terminate this Agreement, or an Order Form save as expressly permitted herein. 3.3 Effect of Termination Upon termination of an Order Form for any reason, all licenses under such Order Form shall immediately and automatically terminate, and Licensee will cease (and shall ensure that all Authorized Users cease) all use, installation and copying of the Software and User Documentation and shall promptly destroy all copies of the Software and the User Documentation. Within thirty (30) days following such expiry or termination, Licensee must have a duly authorised representative certify (through notification) to NGDATA that Licensee (including all Authorized Users) has ceased all use of the Software and User Documentation and confirm that copies of all of the foregoing have been deleted or destroyed. If NGDATA does not receive Licensee’s confirmation within such thirty (30) days, then NGDATA will invoice Licensee, and Licensee shall be required to continue paying, the Fees in relation to the scope of the Order Form in question, without prejudice to any other rights and remedies as may be available to NGDATA and provided that, in the event the relevant Order Form was terminated by NGDATA, continued invoicing and payment of such Fees shall not result in the Licensee’s user rights in the Software and User Documentation being renewed. Upon expiration or termination of this Agreement, Licensee shall immediately pay all outstanding amounts due under this Agreement. In the event the Licensee terminates an Order Form other than as expressly permitted hereunder, or in the event NGDATA terminates an Order Form pursuant to Section 3.2 (a) through (c), the Fees payable in respect of the full then current Initial Term or Renewal Term, as applicable, shall remain payable by the Licensee and shall become payable upon such early termination. In the event an Order Form is terminated by the Licensee pursuant to Section 3.2 (a) through (c), the Licensee shall remain liable for payment of Fees due up until the actual date of termination, and any pre-paid amounts covering the period after such termination shall be refunded to the Licensee. All provisions of this Agreement which, by their nature, are intended to survive the expiration or termination of the Agreement or an Order Form, including but not limited to) Section 4 (Payments), Section 6 (Intellectual Property Rights), Section 9 (Audit – Reporting), Section 11 (Non-Disclosure), Section 13 (Limitation of Liability), Section 14 (Business Partners), Section 6 (Non-hire), shall survive such expiration or termination. Upon expiration or termination of this Agreement or an Order Form, upon the Licensee’s reasonable written request, NGDATA will reasonably cooperate with the Licensee to provide it with a reasonable opportunity to transition to an alternative solution/ a third party service provider, any such assistance to be mutually agreed and provided that any such assistance shall constitute chargeable Professional Services payable by the Licensee. 4 PAYMENTS – FEE CALCULATION 4.1 Payment terms Licensee shall pay the Fees as set out in the applicable Order Form, which Fees will be invoiced in accordance with the invoicing milestones set forth in the applicable Order Form. Expenses (including travel (incl. local transport and flights), accommodation and out-of-pocket expenses) incurred by NGDATA in furtherance of this Agreement shall be charged to the Licensee at NGDATA’s cost, in addition to the Fees. Where reasonably possible, such expenses shall be subject to the Licensee’s prior consent (such consent not to be unreasonably delayed or withheld) and shall be evidenced by receipts. NGDATA shall be entitled to revise the financial terms and conditions of an Order Form upon each Order Form Renewal Term. Without prejudice to the foregoing, NGDATA may annually (starting 1 January following the Effective Date), increase any recurring Fee components on the basis of an index of NGDATA’s choice (or as specified in the relevant Order Form), without any formalities being required. All payments of Fees under this Agreement are due and payable within thirty (30) days as of the invoice date, unless otherwise stipulated in the relevant Order Form. All Fees payable to NGDATA under this Agreement shall be paid without the right to set off or counterclaim. All payments shall be final and non-refundable, save as may be expressly stipulated otherwise in the Agreement. Fees are exclusive of, and the Licensee is responsible for, all duties and taxes (including VAT) which shall be paid by the Licensee. All fees payable to NGDATA under this Agreement shall be paid free and clear of all deductions and withholdings whatsoever unless the same are required by law, in which case the Licensee undertakes to pay NGDATA such additional amounts as is necessary in order that the net amounts received by NGDATA after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. If the Licensee disputes any portion of an invoice, it shall notify NGDATA within fifteen (15) days from the invoice date of the nature of any such dispute, the basis for the Licensee’s dispute and the amount involved, together with any appropriate information supporting the Licensee’s position, failure of which shall result in the invoice being deemed accepted by the Licensee. The undisputed portion of the invoice shall be paid as set forth herein. In the event of any late payment, NGDATA may charge interest equal to one (1) percent per month, which interest shall be compounded daily as of the due date until receipt of full payment of the outstanding amount. In addition, the Licensee shall pay all costs incurred by NGDATA as a result of the (extra)judicial enforcement of the Licensee’s payment obligations hereunder. If the Licensee fails to pay any outstanding amounts within sixty days from receipt of a written payment default notice, NGDATA shall be entitled to suspend its obligations and the Licensee’s rights hereunder until receipt of payment of such outstanding amounts. 4.2 Fee calculation The Variable Components and their measurement will be specified in the Order Form. 5 ACCEPTANCE PROCEDURE The Software shall be deemed accepted by the Licensee upon its delivery to the Licensee (which may include making available for download from a secure ftp site, through delivery of a software license key or cloud access). Upon NGDATA’s first request, the Licensee shall provide NGDATA with a duly signed delivery acknowledgement form, and acceptance form, in an NGDATA approved format. 6 INTELLECTUAL PROPERTY RIGHTS All rights, title and interest, including any Intellectual Property Rights, in the Software, the User Documentation and any deliverables as may result from Professional Services shall be exclusively owned by NGDATA and/or its Affiliates or third-party licensors, and save for the user rights expressly granted to the Licensee under this Agreement, the Licensee is not granted any rights therein. All rights, title and interest, including any Intellectual Property Rights, in the analytical models developed by the Licensee independently from NGDATA and/or owned by the Licensee prior to the Effective Date, will remain the exclusive property of the Licensee. The Software may utilize Open Source Software, including such Open Source Software identified in the User Documentation. Open Source Software is licensed under the terms of the open source license that accompanies or is made available with such Open Source Software, including via a website designated by NGDATA. Nothing in this Agreement limits the Licensee’s rights under, or grants the Licensee rights that supersede, the terms and conditions of any applicable license for such Open Source Software. Open Source Software shall not be deemed to be part of the Software under this Agreement and NGDATA shall have no liability relating to such Open Source Software. The Licensee agrees to promptly notify NGDATA if the Licensee becomes aware that any third party is violating or infringing NGDATA’s rights of whatever nature in any of the Software or any of the related User Documentation. NGDATA shall have the right, but not the obligation, to prosecute such violator or infringer at its expense and to retain the full amount of any sums recovered as damages. The Licensee agrees to provide, at NGDATA’s request and expense, reasonable cooperation to NGDATA in the event of the commencement of any such proceedings by NGDATA. In the event the Software, in NGDATA’s opinion, is likely to become or becomes the subject of a claim of infringement of a third party’s Intellectual Property Rights, NGDATA may at its own option and expense: (i) obtain for Licensee the right to continue using the Software as per the terms of this Agreement, (ii) modify or replace the (alleged) infringing portion of the Software to make it non-infringing, or (iii) terminate the relevant Order Form with immediate effect. 7 INSTALLATION AND USAGE The Licensee may install and use the Software in respect of such Variable Components as covered by the Subscription Fee and Volume Fees. The Licensee shall maintain accurate records necessary to allow NGDATA to verify whether any Fee increase is to be additionally charged to the Licensee (e.g. as a result of the licensed Variable Components being exceeded). Upon NGDATA’s written request (email shall suffice for this purpose), the Licensee shall provide NGDATA with such records within ten (10) Business Days. At all times, NGDATA shall also be granted physical access to the relevant Licensee premises, systems, infrastructure and records to verify the actual Variable Component volumes consumed by the Licensee and whether any incremental Fees are payable by the Licensee in this respect (as a result of the Variable Components being exceeded by the Licensee). Any such incremental Variable Components will be charged by NGDATA in accordance with the Subscription Fees and Volume Fees set out in the Order Form (retroactively if applicable). The Licensee can obtain a license scope expansion in accordance with clause 4 of this Agreement (namely by upgrading in respect of licensed Variable Components). 8 MAINTENANCE AND SUPPORT Subject to timely payment of the Maintenance and Support Fees, the Licensee will receive the Maintenance and Support services specified in the Order Form, during the term of the Order Form. 9 AUDITS - REPORTING 9.1 Audits To ensure compliance with this Agreement, the Licensee agrees that, upon reasonable notice (unless such prior notice would defeat the purpose of the audit), NGDATA or NGDATA’s authorized representative shall have the right to inspect and audit the Licensee’s use of the Software. Any such inspection or audit shall be conducted during regular Business Hours at the Licensee’s (or its Affiliates’ or service providers’) facilities relevant to the audit, or electronically (at NGDATA’s option), either by NGDATA or by representatives authorized by NGDATA for this purpose. If such inspections or audits disclose that the Licensee has installed, used or permitted access to the Software in a manner that is not permitted under this Agreement, then: i. the Licensee shall be liable to pay for the reasonable costs of the audit; and ii. NGDATA may at its option decide to terminate or suspend the license grants hereunder with immediate effect; iii. each of the foregoing without any other rights and remedies available to NGDATA. In the event the audit or inspection shows that the licensed Variable Components are being exceeded by the Licensee without the corresponding Fees having been paid, this will not in itself be considered a breach of license terms (provided that the Licensee shall be responsible for the reasonable audit cost) provided the Licensee timely (and retroactively) pays the corresponding Subscription Fees and Volume Fees as per clause 4 of this Agreement. Only if the Licensee is in breach of its payment obligations as regards any Subscription Fees or Volume Fees invoiced by NGDATA, will such breach also be considered a breach of license terms, resulting in (i) through (iii) above applying. Any information obtained by NGDATA or NGDATA’s authorized representative during the course of such inspection and audit will be used and disclosed by NGDATA solely for purposes of such inspection and audit and for enforcement of NGDATA’s rights under this Agreement and applicable law, unless other uses or disclosures are required under applicable law. Nothing in this Section 9.1 shall be deemed to limit any legal or equitable remedies available to NGDATA for violation of this Agreement or applicable law. 9.2 Reporting/Measurement Without limiting Section 9.1, the Licensee agrees to enable NGDATA, upon the latter’s first request, to measure the Variable Components volumes actually used by the Licensee via a secured and authenticated remote request to the Software (e.g. through means of a REST API). Until such remote access is put in place (not to be unreasonably delayed or withheld by the Licensee), the Licensee shall fully cooperate with NGDATA to set-up an alternative, mutually agreed upon (agreement not to be unreasonably delayed or withheld), measurement mechanism. Save as stipulated otherwise herein, each Party shall bear its own costs resulting from such measurement requirement. The Licensee will in any event grant NGDATA – supervised if the Licensee so chooses - access to the Software in order to retrieve the required measurement data as long as no alternative measurement mechanism is put in place. In the event this requires NGDATA staff to go on site at the Licensee’s, the time spent and related expenses shall be charged to the Licensee as Professional Services. The frequency of the Variable Components volume measurements is specified in the Order Form (and, if no such frequency is defined, shall be at least quarterly or as otherwise determined by NGDATA). 10 GENERAL RESTRICTIONS The Licensee agrees and acknowledges that, except to the extent such restriction is prohibited by applicable law, the following actions are expressly prohibited: i. The Licensee may not sell, transfer, rent, lease, loan, or otherwise distribute all or any portion of the Software, the User Documentation or any other rights granted to the Licensee in this Agreement; ii. Except as otherwise expressly provided in this Agreement, the Licensee may not allow access to the Software or the User Documentation, including, without limitation, in connection with a web hosting, commercial time sharing, service bureau, or similar service; iii. The Licensee may not remove, obscure or alter any copyright, trademark or proprietary notice in the Software, or User Documentation; iv. The Licensee may not transfer, use or export the Software or User Documentation in violation of any applicable laws or regulations; v. The Licensee may not install, access, use or copy the Software or the User Documentation other than in strict compliance with the terms of this Agreement; vi. The Licensee may not modify or merge the Software with another program; vii. The Licensee may not reverse-engineer, decompile, dissemble or make any attempt to discover the source code of the Software; viii. The Licensee shall not encumber or suffer to exist any lien or security interest on the Software or User Documentation; ix. The Licensee shall not take any action that would cause the Software, its source code, or the User Documentation to be placed in the public domain. Any such action or attempt to do so will constitute a material breach of this Agreement. 11 NON DISCLOSURE Each Party acknowledges that in the course of this Agreement, a Party (the “Receiving Party”) may become privy to Confidential Information which is disclosed by the other Party (the “Disclosing Party”). The Receiving Party shall keep all Confidential Information confidential and shall only use it for the purposes of this Agreement. The Receiving Party shall not disclose or reproduce Confidential Information to any third party, save to those of its and its Affiliates’ employees, contractors, officers, directors, agents, and professional advisors (the “Representatives”) having a reasonable need to know such information for the purposes of this Agreement, provided that they are bound by confidentiality undertakings at least as stringent as those set forth herein prior to being provided access to such Confidential Information. The Receiving Party shall be responsible towards the Disclosing Party for any breach of these confidentiality undertakings by its Representatives. The Receiving Party shall safeguard the Confidential Information to the same extent that it safeguards its own confidential and proprietary information of a similar nature and in any event using not less than a reasonable degree of protection. Disclosure of Confidential Information other than as expressly permitted herein can only be done with the express prior written consent of the Disclosing Party and shall always be subject to such third party being bound by confidentiality undertakings equivalent to those contained in this Section 11. This Section shall not apply to Confidential Information to the extent that the Receiving Party can demonstrate: - that such information is or becomes part of the public domain through no fault of the Receiving Party; or - that such information is known to the Receiving Party prior to the disclosure by the Disclosing Party without any obligation to keep such Confidential Information confidential; or - that such information is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; or - that such information is subsequently obtained by the Receiving Party from a third party without breach of any obligation of confidentiality owed to any third party or the Disclosing Party and without any obligation to keep such information confidential; or - that such information is approved for public release by the Disclosing Party. In the event the Receiving Party (or any of its Representatives) is requested or required by law or by any governmental or other regulatory authority (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process) to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall, to the extent not prohibited from doing so under applicable law or order, provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may try to seek a protective order or another appropriate remedy. The Receiving Party shall furnish only that portion of the Confidential Information which is legally required and will exercise reasonable efforts to obtain a reliable assurance that confidential treatment will be accorded to the Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party shall destroy or return to the Disclosing Party (at the latter’s option) any and all of the Disclosing Party’s Confidential Information, and shall purge all copies and traces of the same from any storage location and/or media save to the extent it is required to keep a copy under applicable law, in which case the confidentiality undertakings set forth herein shall continue to apply with respect to such copies. 12 LIMITED WARRANTY Except for the warranty described below in this Section 12, the (right to use the) Software, the User Documentation, the Maintenance and Support as well as any Professional Services and resulting deliverables are granted/provided to the Licensee "as is", without any warranty, representation, obligation to remedy or any rights other than those expressly described in this Agreement. Without limiting the foregoing, NGDATA makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. However, NGDATA warrants that, as of the Acceptance Date of the Software and for thirty (30) days thereafter (“Warranty Period”), the Software will substantially provide the features and functions described in the agreed Software specifications when maintained an operated in accordance with the User Documentation and excluding any failure that results from (i) any misuse or unauthorized use of the Software, (ii) failure by the Licensee to install any corrections to the Software issued by NGDATA, or (iii) any modification to the Software not made by or on behalf of NGDATA. All warranty claims must be made during the Warranty Period, through means of a written and detailed notification by the Licensee of the malfunctioning of the Software so as to allow NGDATA to reproduce the error. During this Warranty Period, as the Licensee’s sole and exclusive remedy for breach of the foregoing warranty, NGDATA shall use reasonable efforts to repair or replace the (malfunctioning part of the) Software, at its own cost, to bring it in conformity with the agreed Software specifications or to provide a workaround solution that is substantially similar to the Software. This obligation shall be dependent on and subject to the Licensee using reasonable skill and care in following any investigative procedure specified by NGDATA and ensuring full cooperation with NGDATA in diagnosing and rectifying any breach of warranty as set forth herein. The limited warranty does not cover problems caused by acts of, or failures to act by, the Licensee, actions by third parties, or resulting from external factors, including third-party programs or as a result of integration with other computer systems or the interaction between the Software and other software or hardware systems or events beyond the reasonable control of NGDATA. Non-substantial variations in functionality compared to what is described in the agreed Software specification are not considered to be a ground to claim breach of this limited warranty. 13 LIMITATION OF LIABILITY NGDATA undertakes that it has and will maintain in force throughout the validity period of this Agreement, at its own cost and expense, from a reputable insurance company, adequate insurance coverage for the type of business it is engaged in pursuant to this Agreement. Upon Licensee’s reasonable request (but not more than once per contract year), NGDATA will provide an insurance certificate evidencing the required coverage has been obtained. To the maximum extent permitted under applicable law, the liability of NGDATA arising out of or in connection with this Agreement and the transactions contemplated hereby, whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise shall not exceed (i) per liability event, the Fees (excl. taxes and expenses) paid to NGDATA by the Licensee under the Order Form in respect of which the liability has arisen during the twelve (12) month period preceding the date on which the applicable liability claim arose, and (ii) in the aggregate (all claims combined), the Fees (excl. taxes and expenses) paid to NGDATA by the Licensee hereunder. To the maximum extent permitted by applicable law, NGDATA excludes its liability for any special, incidental, indirect or consequential loss or damage, for loss of revenue, business or profits, loss or corruption of data, loss of customers or contracts, loss of goodwill, opportunity loss, loss of anticipated savings, the cost of procuring replacement goods or services, and reputational damage, whether arising from negligence, breach of contract or otherwise. The Licensee agrees that NGDATA can only be held liable as per the terms of this Section 13 to the extent damages suffered by the Licensee are attributable to NGDATA. The exclusions and limitations of liability under this Section shall operate to the benefit of NGDATA’s affiliates and subcontractors under this Agreement to the same extent such provisions operate to the benefit of NGDATA. The Licensee’s exclusive remedy for any claim arising out of or in connection with this Agreement shall be for NGDATA, upon receipt of written notice, to use reasonable efforts to cure the breach or default at its expense, and failing that, NGDATA’s liability shall be limited as set forth in this Agreement. The Licensee shall have a duty to mitigate damages for which NGDATA is responsible. 14 BUSINESS PARTNERS NGDATA has entered into agreements with other organizations (“Business Partners”) to promote, market, implement and support certain software and services. Under this Agreement, NGDATA shall only be responsible for providing the Software and services agreed to be in scope pursuant to an Order Form, in accordance with the terms of this Agreement. In no event shall NGDATA have any liability for (a) actions of or omissions by the Business Partners, (b) any additional obligations (i.e. in addition to what is expressly stipulated to be in scope of NGDATA’s responsibilities hereunder) Business Partners may have towards the Licensee, or (c) any products or services that Business Partners (have committed to) supply to Licensee under any separate agreement between a Business Partner and Licensee. 15 PUBLIC ANNOUNCEMENT As of the Effective Date, NGDATA shall be entitled to reference the Licensee as an NGDATA customer in all its commercial/marketing documentation and client listings, as a sales reference, as well as on NGDATA’s (and its Affiliates’) websites. 16 FORCE MAJEURE Neither Party will be responsible for any delay or failure in performance of its obligations under this Agreement that is caused by events, occurrences, or causes beyond its reasonable control, including, without limitation, acts of God or a public enemy or terrorist, act of any military, civil or regulatory authority, riots, acts of war, acts of terror, earthquakes, strikes, storm, flood or other like events, fire and explosions, epidemic, changes in law or regulation, theft or criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or other networked environment), power or other utility, unavailability of supplies (“Force Majeure”). In case of a Force Majeure event making fulfilment of a Party’s obligations impossible, the Party affected by such event will: a. promptly after becoming aware of its occurrence notify the other Party thereof, first by telephone and subsequently in writing, state the cause thereof as well as the estimated extent of the delay or failure to perform, caused by the Force Majeure event; b. regularly keep the other Party informed in the same way on further developments; c. upon reasonable written request of the other Party, reasonably document the Force Majeure event to the other Party; d. undertake reasonable efforts to minimize the duration and adverse effects of the Force Majeure event; and e. continue to take such steps as reasonably possible to resume performance of its obligations. 17 NOTICES All notices shall be given in writing to the relevant Party’s designated representative at the address specified in the Order Form (or such other address and contact details as may be notified in writing from time to time by the relevant Party to the other Party), and be delivered by hand or sent by email, registered mail (return receipt requested, postage prepaid) or international express courier service. Any notice delivered or sent, as the case may be, by: (i) hand shall be deemed to have been served at the time of delivery; (ii) email shall be deemed to have been received at the time of transmission as documented by a receipt confirmation, provided that any notice by email must be confirmed by any of the other means of notification; (iii) international express courier service shall be deemed to have been served two (2) Business Days after delivery to the international courier, and (iv) registered mail shall be deemed to have been received on the third day following the day such mailing is made . Provided that where in the case of delivery by hand or by email such delivery or transmission occurs either after 6 p.m. on a Business Day or on a day other than a Business Day, service will be deemed to have occurred at 8 a.m. on the following Business Day (such times being local time at the address of the recipient). 18 ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and, where permitted, assigns. Neither Party may transfer or assign this Agreement, in whole or in part, without the other Party’s prior express written consent, which will not be unreasonably withheld or delayed. Any attempted transfer or assignment without such consent will be void. 19 GOVERNING LAW AND JURISDICTION This Agreement shall be exclusively governed by and construed and enforced in accordance with the laws of the country/state of incorporation of NGDATA, without having regard to the conflict of law principles thereof. The Parties agree that all disputes arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the city/state of incorporation of NGDATA. 20 ENTIRE AGREEMENT This Agreement (including the Order Forms entered into pursuant to the Agreement) sets forth the entire understanding of the Licensee and NGDATA relating to the subject matter hereof and supersedes any and all other previous or contemporaneous communications, agreements, representations, warranties or advertising with respect to its subject matter. Additional or deviating terms and conditions (such as may be included in Licensee purchase orders or other documents) are hereby expressly refused and rejected, even if NGDATA does not refuse or reject such terms and conditions on a case by case basis. This Agreement may be modified only in writing signed by authorised representatives of both Parties. Headings and titles in the Agreement are for reference only and shall not affect its meaning or interpretation. 21 SUBCONTRACTING NGDATA shall be free to subcontract performance of this Agreement to its Affiliates, to individual contractors and to third-party service providers without having to obtain Licensee’s prior consent, provided that NGDATA shall remain responsible towards the Licensee in respect of such subcontracted performance. 22 NON-EXCLUSIVITY The Parties expressly agree that, notwithstanding any provision to the contrary, this Agreement is concluded on a non-exclusive basis, and that nothing herein shall be construed as a restriction to conclude similar agreements with third parties during the term of this Agreement. 23 INDEPENDENCE NGDATA and the Licensee declare to act independently and to have no power whatsoever to act as an agent or representative of one another for any purpose whatsoever. NGDATA and the Licensee shall not have the right or authority to assume, create or incur any liability or obligation, expressed or implied, in the name of or on behalf of one another. 24 SEVERABILITY The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent permitted by applicable law. 25 NO WAIVER No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the Party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. 26 NON-HIRE The Licensee agrees that it shall not, during the term of this Agreement and for a period of one year after the expiration or termination of this Agreement, without NGDATA’s prior written consent, directly or indirectly (including through its Affiliates or recruitment agencies), hire or otherwise engage, in whatever capacity (including as an employee or consultant), or solicit the services of, any personnel member of NGDATA or its Affiliates, while such person is employed or engaged by NGDATA or its Affiliates and during six months after such employment or engagement ends. For the purpose of this section, “hire” means to employ an individual as an employee or engage such individual as an independent contractor, whether on a full-time, part-time or temporary basis. The Licensee agrees that it shall not encourage third parties to act in a manner that would constitute a breach of this section, if such action had been performed by the Licensee. In case the above non-solicitation/non-hire obligations are not complied with and give rise to actual employment/engagement of NGDATA’s or its Affiliates’ personnel, the Licensee shall compensate NGDATA by paying, upon a first request, a lump-sum amount corresponding to twelve times the gross salary/compensation each such person so hired/engaged earned with NGDATA or its Affiliates (as applicable) during the last full month such person worked for NGDATA or its Affiliates.