AdInsure License Subscription Agreement December 2020 THIS ADINSURE LICENCE SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF ADINSURE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THIS ADINSURE LICENSE SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") IS A BINDING LEGAL CONTRACT SIGNED ON ., A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF , WITH ITS REGISTERED ADDRESS AT
(“LICENSEE” OR “CUSTOMER”) AND ADACTA GROUP OF COMPANIES ("ADACTA"). The Software is protected by EU, international copyright and trademark laws. Except for the limited license granted in this Agreement, Adacta and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software and any associated documentation, including copyrights, patents, trademarks and trade secret rights. 1.DEFINITIONS. 1.1 “AdInsure” or “the Software” means a proprietary standardized insurance platform to support all core business processes of insurance companies in the field of life, non-Life and health insurance. Adacta exclusively owns all Intellectual Property Rights relating to the AdInsure and its related software, tools, metadata, interfaces (APIs), user interfaces, specifications, data, preparatory material, Upgrade Release, Update Release, Customisation, Documentation, information or feedback from the Customer before or after the conclusion of the Agreement. The Licensee has sole responsibility for ensuring operating environment and technical infrastructure required for proper deployment of the Software; 1.2 “Affiliate” means any legal entity in which either party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained; 1.3 “Agreement” means this AdInsure License Subscription Agreement; 1.4 “Services provider” means a legal entity or individual that requires access to the Software in connection with Licensee’s internal business operations, such as customers, distributors and /or suppliers of Licensee; 1.5 “Confidential Information” means, with respect to Licensee: Licensee’s business plans and/or financial information, and with respect to Adacta: (a) the Software and Documentation and other Adacta Materials, including without limitation the following information regarding the Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software; (b) the research and development or investigations by Adacta; and (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. In addition, Confidential Information of either Adacta or Licensee (the party disclosing such information being the “Disclosing Party”) includes information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives identifies as confidential or as trade secret at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information from, about or concerning any third party that is disclosed under this Agreement; 1.6 “Customization” means any change to the AdInsure platform designed to support specific business processes, and other Customer requirements for change. Customizations typically include modifications of existing and design of new configurations, and implementation of integrations. 1.7 “Activation date” means the date of License subscription activation and is the date of the commencement of the Software implementation services by Adacta as set forth in the separate professional services agreement between the Parties; 1.8 "Documentation" means the standard documentation, provided by Adacta to describe the scope and functionality of the Software and includes (but is not limited to) reference manuals, concept guides and technical documentation. The Software description in the Documentation conclusively defines the functional qualities of the Software. Adacta does not owe any duty with regard to any further functionality. In particular, Licensee can imply no such duty from any other published Adacta’s description or advertisement for the Software except to the extent Adacta has expressly confirmed that other quality in writing.; 1.9 “Enhancements” shall mean Update Release and Upgrade Release. For the avoidance of any doubt any services related to Enhancement are not covered by the Annual License Subscription nor Licence maintenance fees; 1.10 “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired; 1.11 “License subscription” means a software license subscription for a limited period of time payable on an annual basis granted under terms and conditions of this Agreement; 1.12 “License maintenance” means the right to receive Update and Upgrade Releases from the Vendor free of additional licence payment, as long as Licence Maintenance fee is paid. 1.13 “Adacta Materials” means any software, programs, tools, systems, data or other materials made available by Adacta to Licensee prior to or in the course of the performance under this Agreement including, but not limited to, the Software and Documentation, as well as any information, materials or feedback provided by Licensee to Adacta relating to the Software and Documentation; 1.14 “Third Party Software” means (i)any and all software products as developed by companies other than Adacta or any of its affiliated companies and delivered to Licensee hereunder; (ii) any new releases, updates or versions thereof made available through Adacta Support or warranty obligations and (iii) any complete or partial copies of any of the foregoing; 1.15 “Territory” means territory of the registered seat of the Customer; 1.16 “Use” means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities; 1.17 “Update Release” means a minor revision of the Software that delivers minor performance improvements or enhancements of existing features and/or functionality; 1.18 “Upgrade Release” shall mean a major revision of the Software that delivers substantial performance improvements, architectural changes or new features and/or functionality. 2. GRANT OF LICENSE SUBSCRIPTION Adacta grants, subject to and conditioned upon payment of the annual License subscription fees and strict compliance with all terms and conditions set forth in this Agreement, to the Licensee as of the Activation date a non-transferable and non-exclusive license to Use the Software and Documentation for an unlimited number of users in the Territory for a period(s) as defined in Section 4. This License subscription set forth in this Section 2 grants Licensee the right to Use the Software in accordance with this Agreement and the Documentation solely for Licensee’s internal business operations (including customer back-up and passive disaster recovery). With Adacta’s prior written consent, Licensee may permit Services providers to access the Software solely for the sole purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is herein licensed provided that:(i) these rights will continue only while Licensee and such Services provider have in place a written agreement that includes provisions requiring such Services provider’s compliance with the terms of this Agreement prior to such access, including without limitation non-disclosure of Adacta Confidential Information; (ii) such Services provider shall be permitted to Use the Software solely to provide its services to the Licensee, (iii) under no circumstances may such Services provider Use the Software to operate or provide competitive services to Licensee or any other party, or in connection with such Services provider’s own business operations; (iv) Licensee shall be responsible for any additional software, migration tools, or third party software needed to effect such transition; and (v) Licensee expressly agrees to indemnify Adacta from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by Adacta arising from a breach by the Services provider of the conditions of this Agreement. Upon Adacta request, Licensee shall provide written confirmation to Adacta that items (i)-(v) are fulfilled. 3. LIMITATIONS ON LICENSE a. General Restrictions. Licensee shall not: (i) use (including making any copies of) the Software or Documentation beyond the scope of the License subscription granted in Section 2, (ii) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof except to the extent that you may be expressly permitted to decompile under applicable law for establishing the interoperability of the Software, (iii) alter, modify, translate, adapt, or otherwise create modifications or derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (iv) alter or modify any disabling mechanism which may be resident in the Software; (v) rent, lease, lend, sell, sublicense, assign, distribute, reproduce, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service, except as expressly agreed by Adacta in writing; (vi) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other Intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof, (vii) except as expressly set forth in Section 2, copy the Software or Documentation, in whole or in part, (viii) use the Software or Documentation in violation of any applicable law, rule or regulation; or (ix) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Adacta's commercial disadvantage. b. Responsibility for Use of Software. Licensee shall be solely responsible for ensuring that its use of the Software and/or Documentation is in compliance with all relevant and binding local laws, whether in the form of statutes, regulations, rules, standards, directives, guidelines, judicial or administrative decisions, or any other federal, state, or local action having the effect of law. Licensee shall be responsible and liable for all uses of the Software and Documentation. c. Enhancements. Adacta reserves the right to develop Enhancements in its sole discretion. Adacta will provide the Licensee a right to Use Enhancements at no additional charge at its sole discretion, provided that Licensee has a paid in full License Maintenance Fee for the Software. 4. TERM AND TERMINATION The License subscription will commence as of the Activation date and will continue in effect until it is terminated as provided herein. This Agreement cannot be terminated for the first three (3) years (“Initial Period”), except in cases of a breach of either party’s material obligation with no notice period. Thereafter, this Agreement may terminate by either party giving the other party a notice of termination with twelve (12) month notice period. Without prejudice to any other rights, Adacta may terminate this Agreement immediately upon written notice to Licensee if Licensee fail to comply with any of the material terms and conditions of this Agreement. In the event of any expiration or termination of this Agreement for any reason, Licensee must cease using the Software and Documentation and remove all copies of the Software and all of its components from all of its systems/infrastructure or systems/infrastructure under its control, and destroy all related media and Documentation, if any. Upon Adacta request, Licensee shall provide written confirmation that it has ceased to Use the Software. Adacta may use technical measures to monitor Use of the Software by the Licensee to ensure compliance with this Agreement. 5. THE SUBSCRIPTION LICENSE FEE, INVOICING AND PAYMENT TERMS The annual Licence subscription fee depends on Adjusted Gross Written Premium, which is a combination of Gross Written Premium (GWP) and Assets under Management (AUM) (in case of savings insurance products). The Licence subscription fee is evaluated yearly, until March 1st for the current year, based on GWP and AUM values from previous calendar year. 6. PERFORMANCE WARRANTY Adacta warrants that the Software and Enhancements will substantially conform to the specifications contained in the Documentation for 6 months from the Activation date or in case of Enhancement from the date such were made available to the Licensee (“warranty period”). The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; or (ii) to any Licensee’s unlicensed activities, or (iii) Third party software. Adacta does not warrant that the Software and Enhancements will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Licensee's business requirements. Provided Licensee notifies Adacta in writing with a specific description of the Software’s non-conformance within the warranty period and Adacta validates the existence of such nonconformance, Adacta will, at its option: a.) repair or replace the nonconforming Software, or b.) refund the license fees paid for the applicable nonconforming Software in exchange for a return of such nonconforming Software. This is Licensee’s sole and exclusive remedy under this warranty. Adacta and its licensors disclaim all other warranties express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived. Licensee remains solely responsible for the security and integrity of its data and systems. 7. INTELLECTUAL PROPERTY RIGHTS a. The Software and Documentation are provided under License subscription, and not sold. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Adacta and its Affiliates and their licensors reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to Licensee in this Agreement. b. Licensee is obliged to safeguard Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Adacta if it becomes aware of any infringement of Intellectual Property Rights in the Software and fully cooperate with Adacta in any legal action to enforce Adacta’s Intellectual Property Rights. c. In the event a claim is made against Licensee alleging that use of the Software violates or infringes any Intellectual Property Rights of a third party (“Claim”), Adacta, at its option and expense, may either (i) secure for Licensee the rights necessary to continue to use the Software, (ii) modify the Software so that it becomes non-infringing, (iii) replace the potentially infringing portion of the Software with a functionally equivalent non-infringing product or service, or (iv) if Adacta determines that none of the foregoing options are reasonably practicable, immediately terminate this Agreement and, if applicable, refund the fees paid by Licensee in advance, if applicable. Adacta is permitted to control fully the defense and any settlement of any Claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. In the event Licensee declines Adacta’s proffered defense, or otherwise fails to give full control of the defense to Adacta’s designated legal counsel, then Licensee waives Adacta’s obligations under this Section 7.c. Licensee shall reasonably cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Adacta. Adacta expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. Adacta may settle or mitigate damages from any Claim or potential Claim by substituting alternative substantially equivalent non-infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to Adacta’s rights or interests. 8. LIMITATION OF LIABILITY Not - Responsible. Adacta and its licensors will not be responsible under this Agreement (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect or liability is caused by Licensee, a modification or add-on (other than a modification or add-on made by Adacta), or Third-party software ;or (iii) if the Software is used in conjunction with any Third party software or hardware or operating and network system not authorized or under control of Adacta or (iv) for any Licensee activities not permitted under this Agreement. Adacta and its licensors shall not be liable for any claims or damages arising from inherently dangerous use of the Software and/or Third party software licensed hereunder. Exclusion of Damages; Limitation of Liability. Anything to the contrary herein notwithstanding, except for (I) damages resulting from (a) unauthorized use or disclosure of Confidential information, or (b) death or personal injury arising from either party’s gross negligence or willful misconduct, or (II) Adacta’s obligations under Section 7.c under no circumstances and regardless of the nature of any claim shall Adacta be liable to Licensee or any other person or entity for an amount in excess of the paid annual License subscription Fees for the Software directly causing the damages or be liable in any amount for special, incidental, consequential, or indirect damage, loss of good will or profits, work stoppage, data loss, computer failure or malfunction, attorneys’ fees, court fees, interests or exemplary or punitive damages. 9. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the Republic of Slovenia. The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the court in Ljubljana, Slovenia. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section. Any action of any kind brought by Licensee and arising out of or in any way connected with this Agreement must be commenced within one (1) year of the date upon which the cause of action accrued. 10. FORCE MAJEURE Adacta will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Adacta's reasonable control. 11. CONFIDENTIALITY Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party: (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions. Licensee shall not disclose the terms and conditions of this Agreement or the pricing contained herein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Licensee agrees that Adacta and its affiliated companies may use Licensee's name in customer listings or, at times mutually agreeable to the parties, as part of Adacta's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits). Adacta will make reasonable efforts to avoid having the reference activities unreasonably interfere with Licensee's business. Licensee agrees that Adacta may share information on Licensee with its affiliated companies for marketing and other business purposes and that Licensee has secured permission from its employees to allow Adacta to share business contact information with its affiliates. 12. GENERAL This Agreement constitutes the entire understanding and agreement between Licensee and Adacta with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Adacta to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will have legal effect only if in writing in English language and addressed to Adacta at its address set forth in the introductory paragraph to this Agreement, or to Licensee at address set forth in the introductory, or in either case to such other address or such other person that such addressee party may designate from time to time. Notices sent in accordance with this Section 12 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (d) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. This Agreement was negotiated and written in English. Any inconsistency between the Agreement as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version. The provisions of this Agreement which, by their terms, require performance after the termination or expiration of this Agreement, or have application to events that may occur after the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. All indemnity obligations and limitations of liability will be deemed to survive the termination or expiration of this Agreement. Adacta may assign any of its rights or obligations hereunder as it deems necessary. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Adacta's prior written consent. Signature page