MASTER SERVICES AND SOFTWARE LICENSE AGREEMENT between SOFTOMOTIVE US INC and [[Client_Name]] [[Date]]   Softomotive Master Software and Services Agreement This Software License Agreement ("Agreement") is effective from this ("Effective Date"), and is entered by and between Softomotive US Inc. a corporation formed under the laws of Delaware, with its principal place of business at State of New York at One World Trade Center, New York, 10007](“Softomotive”) and [Client_Name] a corporation incorporated under the laws he State of New York with its head office at 350 Madison Avenue, New York, NY 10017 (“Customer”). 1. Definitions. “Affiliates” means with respect to any entity, any other entity that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such entity. "Control" means having the power to direct the affairs of a person by reason of the ownership of or controlling the right to vote sufficient numbers of shares of voting stock, or to direct the general management of the affairs of such person by contract or otherwise. “Background Technology” means collectively, any and all inventions, processes, data, technology and any and all other works, including Intellectual Property Rights in any of the foregoing, licensed to and/or owned and/or developed by Softomotive (either alone or with others), its Affiliates and/or partners, including but not limited to, Softomotive APIs, mobile website designs and templates, that are (i) pre-existing as of the Effective Date, and/or (ii) developed during the term of the Agreement, and any extensions thereto, but which are outside the scope of the Agreement. “Client Computer” means a virtual machine or personal computer on which a single user performs work using the Client Software. “Client Software” means those elements of the Software provided by SOFTOMOTIVE for installation on individual Client Computers. Client Software may be provided in different configurations (i.e., development modules vs. runtime modules). “Confidential Information” means with respect to SOFTOMOTIVE information, the Documentation, Software, results of any testing or analysis of the Software or Documentation by any party, any SOFTOMOTIVE pricing or quotes for the Software, and with respect to either party's information, all information that: (a) is marked as confidential or proprietary; (b) is disclosed verbally and identified as confidential or proprietary at the time of disclosure and confirmed in writing as confidential information within ten (10) days of such disclosure by the disclosing party; or (c) by its nature is normally and reasonably considered confidential. Confidential Information with respect to Customer means the Customer Data. “Documentation” means the manuals, handbooks, and other written materials related to the use of the Software, whether in hard copy or soft copy form, that are provided by SOFTOMOTIVE along with the Software, and as may be updated by SOFTOMOTIVE from time to time. “Extension Term” means each additional renewal period, which shall be for a period of one year or as specified on an SOW, for which this Agreement is extended pursuant to Section 10. “Force Majeure Event” means any failure or delay in the performance by a Party of its obligations under this Agreement, if any, to the extent such failure or delay (i) is caused, directly or indirectly, without fault by the non-performing Party, by fire, flood, hurricane, earthquake, acts of God, pandemic, epidemic, war, terrorism, explosion, riots, civil disorders, rebellions or revolutions, lawful acts of Governmental Authorities or any other cause beyond the reasonable control of the non-performing Party; and (ii) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans or other means. “Governmental Authority” means all national, provincial, state, county, municipal, quasi-governmental or regulatory entities. “Initial Term” means the initial license term specified on the SOW, commencing on the Effective Date or date of issue of License Key associated with each instance of Software, whichever is later. “Intellectual Property Rights” means all trade secrets, patents and patent applications, trade marks (whether registered or unregistered and including any goodwill acquired in such trade marks), services marks, trade names, internet domain names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in inventions (including rights to practice or to exclude others from practicing inventions, whether patentable or not) including, but not limited to, any and all renewals or extensions thereof, and all other proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world, including, but not limited to, any and all renewals or extensions thereof. “License Key” means a data token provided by SOFTOMOTIVE, to be associated with each instance of the Software, which enables the use of a single copy of a Software module for the period of time agreed and specified under an SOW. License Keys provided for a given Software module (e.g., Server Software, runtime Client Software, or development Client Software) are not compatible with, and may not be used with, other Software modules. “Statement of Work or SOW” means SOFTOMOTIVE’s Software order form or other ordering document (e.g. a purchase order) that (a) specifies the Software licensed to Customer; (b) references this Agreement; and (c) is signed or initialed by authorized representatives of both parties substantially in the exemplary form attached in this Agreement as Exhibit A. “Server Software” means those elements of the Software provided by SOFTOMOTIVE for installation on one or more central servers Customer owns or controls or manages for Software administration, such as installation, backup, recovery, configuration, security, scheduling, analytics, testing, maintenance and use of Software (“Software Administration”), and which, among other functions, controls and monitors the deployment of Client Software and the activation of License Keys on Customer’s network. “Softomotive Property” means the Software, the Documentation, the Softomotive Confidential Information, the Intellectual Property Rights in all the above and the Background Technology embedded therein. “Software” means SOFTOMOTIVE’s proprietary software in machine-readable, object code form only, related Documentation, and all modifications made thereto by SOFTOMOTIVE, or any updates or upgrades that SOFTOMOTIVE provides to Customer under this Agreement. “Software Support & Maintenance Plan or SSMP” means the document attached hereto as Exhibit B. “Law” means: (i) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject; (ii) the common law and the laws of equity as applicable to the Parties from time to time; (iii) any binding order, judgement, decree, direction, policy, or rule including from a Governmental Authority; or (iv) any applicable industry code, policy or standard enforceable by law. “License Fees” mean the fees paid by Customer for the right to use the Software during the applicable Term, subject to all of the terms and conditions of this Agreement. “Support” means those support services for which Customer is eligible under this Agreement during the Term, as provided by SOFTOMOTIVE in accordance with SOFTOMOTIVE’s standard support policies and procedures then in effect, which policies and procedures are described in the Software Support & Maintenance Plan. SOFTOMOTIVE agrees that it will notify the Customer in writing of any changes to its standard support policies and procedures. “Term” means the Initial Term and any Extension Term. 2. License Grants 2.1 Subject to the terms and conditions of this Agreement, SOFTOMOTIVE grants Customer a limited, non-exclusive, non-transferable, revocable, license for the Term as described in the relevant SOW or for which the License Key is issued, whichever expires later to use the Software only for Customer’s internal use in connection with its ordinary business operations. 2.2 Customer may (a) reproduce and install the Server Software on each server Customer owns or controls or manages for Software Administration for which SOFTOMOTIVE has issued a License Key to Customer, (b) reproduce and install the Client Software on Client Computers Customer owns or controls or manages for Software Administration, up to the number of License Keys SOFTOMOTIVE has issued for such Client Software, and (c) subject to section 3.1 restrictions, interface or integrate the Software with Customer’s or third party systems, programs or applications. 2.3 Customer may not use any Software, unless Customer maintains an active license under an SOW. If Customer’s license expires or is terminated, Customer will immediately remove the Software from any Customer servers or computers used in connection with any use. 2.4 Customer may make inactive copies of the Software for backup, disaster recovery or archival purposes and may make a reasonable number of copies of the Documentation for internal use, provided Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained in the Software and Documentation and does not remove any such marks from the original. 2.5 Customer shall have the right, at no additional Software license fees or other additional costs or expenses to Customer, to transfer the Software to or among any and all servers or computers that Customer owns or controls or manages for Software Administration at a maximum of twice per year, including substituting or exchanging the servers on which the Software operates after providing to SOFTOMOTIVE the information applicable to the use of the Software after the transfer occurs, provided that in doing so the license terms of this Agreement are not breached including the number of Client Computers that the Software can be installed is not exceeded. 2.6 Customer will provide Softomotive with reasonable assistance as well as accurate, complete and current data, documentation, information and/or other materials requested by Softomotive that Softomotive requires from time to time in order for it to perform its obligations under this Agreement.2.7 Customer covenants and agrees that it will be responsible for the security of any passwords and credentials that may be granted by Softomotive for access to Softomotive Systems, as well as all activity occurring under any user IDs. Customer shall abide by all Laws in connection with its access and use of the Softomotive systems and Software. Customer shall promptly notify Softomotive of any unauthorized use of a password or any other security breach known to Customer. 2.7 Customer is responsible for selecting and implementing all equipment, hardware, software, telecommunications connections, security and other resources necessary for Customer to access the Softomotive systems in a secure and reliable manner and Customer has sole responsibility for the selection and operation of all such resources at its own expense. Customer shall not access or attempt to access any Softomotive secure internal network, resources or other information of Softomotive or Softomotive customers other than the Softomotive systems as made available to Customer hereunder. Customer shall only use and access the Softomotive systems in a manner that is in compliance with all Laws and Softomotive’s acceptable use policy and privacy policy as in effect from time to time. 3. Proprietary Rights. 3.1 The Software is licensed, not sold. Title to the Softomotive Property are retained by SOFTOMOTIVE, its Affiliates, its licensors and/or its suppliers. All rights in the Software not expressly granted hereunder are reserved. Unless enforcement is prohibited by applicable Law (and then, to only the extent specifically permitted by applicable Law, and only upon providing SOFTOMOTIVE with reasonable advance written notice and opportunity to respond), Customer including their personnel, agents, directors, officers and third party contractors or subcontractors, shall not modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the Software to human readable form. 3.2 Except as expressly permitted in this Agreement (and in the case of clause (b), as expressly permitted in writing signed by an authorized officer of SOFTOMOTIVE), Customer shall not cause or permit: (a) competitive analysis, benchmarking, or the use, evaluation or viewing of the Software or Documentation for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by the Software; or (b) any of the following: (i) copying (except as set forth herein), (ii) sub-licensing, or (iii) providing access or other dissemination of the Software, in whole or in part, to any third party. 3.3 As between Softomotive and the Customer Customer owns all rights, title and interest, including intellectual property rights in to the content (information, data, text, images, graphic material, videos,audio, software or test cases, models, use cases, processes automated using the Software or other information arising out of use of Software and the data or information processed or analyzed using the Software, or results from use of the Software and their derivatives or extracts) (the “Customer Data”) that the Customer itself uploads in the Software. Customer is solely responsible for the Customer Content. Except as expressly set forth herein, nothing in this Agreement shall constitute a transfer to SOFTOMOTIVE of any rights in the Customer Data or grant SOFTOMOTIVE any right to make any claim on the Customer Data. SOFTOMOTIVE shall keep all Customer Data as confidential information of Customer and not access or use the Customer Data for any purpose except for which express permission is granted by Customer. 3.4 Customer agrees not to use or permit the use of the Software or include Customer Data: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in breach of any U.S. denied party-list, embargoed country restriction, applicable national export Law or regulation; or (d) in any way that constitutes or encourages conduct that could constitute a criminal offense. 3.5 Any and all trademarks and trade names that SOFTOMOTIVE uses in connection with the rights granted hereunder are and remain the exclusive property of SOFTOMOTIVE, and Customer agrees not to do anything inconsistent with, contesting or impairing such rights. 3.6 Softomotive expressly reserves the right to (i) remove or add components to the Software, (ii) restrict or otherwise limit specialized services applicable to the Software, (iii) change the scope of Customer’s authorization at any time with no less than thirty (30) days prior written notice before the effective date of the change (iv) substitute any Software product name or Trademark at its sole discretion with another product name or Trademark of its choice, based on its then current marketing and commercial policy, with or without notice to the Customer, without however such substitution affecting the scope and substance of the existing license rights granted to the Customer hereunder for such Software. 3A. Delivery and Acceptance SOFTOMOTIVE shall arrange for delivery of the Software and License Keys to the Customer in accordance with the time schedule as mutually agreed by the Parties in the SOW. 4. Fees and Payment. 4.1 The License Fee and any other fees due under this Agreement will be set forth in the applicable SOW, as described in Exhibit A. The relevant fees are due and nonrefundable, even if this Agreement is terminated earlier than the expiration of the relevant Term, except for the reasons set forth herein and where terminated for breach by SOFTOMOTIVE. The Initial Term License Fee and any other initial fees are due in accordance with the payment terms set forth in the applicable SOW. License Fees for additional copies of the Software licensed during the Term shall be prorated to the end of the then-current Initial Term or Extension Term, as applicable. SOFTOMOTIVE may change the License Fee effective at any time after the Initial Term, provided that any such change shall not be effective until payment is due for the next Extension Term to start after the date of the change. 4.2 Subject to the delivery of the Software and the License Keys, all invoices are payable in US Dollars within 30 days after invoice submission. All prices are exclusive of all taxes, duties or other government fees of any kind, except for taxes imposed on SOFTOMOTIVE’s income by the taxing authority in SOFTOMOTIVE’s home jurisdiction, and Customer shall pay SOFTOMOTIVE such additional amount as shall cause the net amount of the aggregate payment, after giving effect to any taxes required to be collected or deducted by SOFTOMOTIVE, to equal the amount of the payment otherwise due to SOFTOMOTIVE under this Agreement. SOFTOMOTIVE shall mention such taxes as a separate line item in the invoices if SOFTOMOTIVE is obligated to collect such taxes for the local taxing authority where the Software will be delivered and remit such taxes to the applicable authorities. Any deduction or withholding taxes required by applicable Law to be imposed on any payments hereunder to SOFTOMOTIVE will be made by Customer, and Customer will, upon SOFTOMOTIVE’s request, provide SOFTOMOTIVE with official receipts issued by the appropriate taxing authority, or such other evidence as SOFTOMOTIVE may reasonably request, to establish that such taxes have been paid. Each party is individually liable to pay the taxes imposed on them as a result of this Agreement. 4.3. Customer shall maintain records regarding the use of the Software and shall make such information available to SOFTOMOTIVE upon written request. Upon reasonable request, SOFTOMOTIVE shall have the right to audit remotely (subject to Customer’s security policies) Customer’s use of the Software to verify compliance with the terms of this Agreement, and Customer will promptly pay over any underpayment discovered in the course of such audit, based on SOFTOMOTIVE’s then-current price list, unless Customer disputes the accuracy of such audit in which case Customer’s independent third party auditor will certify Customer’s use of the Software; provided that, such audit (i) is performed (a) at SOFTOMOTIVE expense, (b) upon 30 days prior written notice and not more than once in twelve months, and (c) during Customer’s normal business hours, and (ii) is not performed by Customer’s competitor; provided further that, such auditor agrees to comply with Customer’s security and confidentiality policies including signing of an Non Disclosure Agreement. 5. Limited Warranty 5.1 SOFTOMOTIVE warrants to Customer: (a) during the first thirty days of the Initial Term with respect to the Software used (the “Warranty Period”), that the Software will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software that has been improperly installed by Customer or used in a manner other than as set forth in the Documentation and authorized under this Agreement, to the extent such improper installation or use causes the Software to be nonconforming. SOFTOMOTIVE does not warrant that the Software will operate in the combinations that Customer may select for use, or that the operation of the Software will be uninterrupted or error-free, or that all errors in the Software will be corrected unless covered under warranty. Any claim submitted under this Section 5.1 must be submitted in writing to SOFTOMOTIVE during the Warranty Period. SOFTOMOTIVE’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software so that the affected Software operates as warranted or, if SOFTOMOTIVE is unable to do so, terminate the license for such Software and refund the License Fee for such Software. This warranty is binding on SOFTOMOTIVE and supersedes any contrary provisions on warranty contained in the Software License Agreement. 5.2 SOFTOMOTIVE makes the following representations and warranties: (a) It has good and sufficient title in the Software and in every part thereof to enable it to enter this Agreement and grant the rights as provided herein to the Customer; (b) All rights to the Software, Documentation or any other material or information furnished or used by it in the performance of this Agreement are proprietary to SOFTOMOTIVE or used under appropriate license with appropriate authority; (c) To SOFTOMOTIVE’s knowledge, the Software will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (d) The execution, delivery and performance of this Agreement by it does not and will not conflict with, or constitute a breach or default under, its charter documents or any agreement, contract, commitment or instrument to which it is a party; Customer’s sole and exclusive remedy for a violation of SOFTOMOTIVE’s representation or warranties under section 5.2(a) to (c) are SOFTOMOTIVE’s defense and indemnification obligations as provided under section 8. (e)The Software has been produced and distributed with industry standard procedures and practices to protect them against viruses. If Customer identifies that a virus exists in the Software, SOFTOMOTIVE shall remove the virus from the Software or supply without charge a copy of the Software containing no virus. SOFTOMOTIVE further warrants that it shall not knowingly introduce any code designed to act as malicious code or bugs or worms or Trojan horse or malware or such other code or disabling code into the Software or into the network or system of the Customer (notwithstanding the foregoing, Customer acknowledges, that: (i) the Software utilizes a License Key mechanism which limits the use of the Software to the purchased scope as identified and agreed in an SOW; and (ii) SOFTOMOTIVE represents that License Keys are designed to expire automatically at or after the end of the purchased license period in the event annual licensing is agreed under an SOW, at which point the Software will no longer function; (f)There is no known action or proceeding pending or, in so far as it is known, threatened in writing against it before any court, administrative agency or other tribunal that will impact upon its right, power and authority to enter into this Agreement, to grant the rights and licenses granted by it to the Customer, or to otherwise carry out its obligations hereunder; (g) Any services ordered or provided will be provided in a manner consistent with industry standards, and this warranty is valid for a period of ninety (90) days from performance of the service. 5.3 OTHER THAN THE EXPRESS WARRANTIES MADE BY SOFTOMOTIVE HEREIN, SOFTOMOTIVE DISCLAIMS ALL WARRANTIES AS TO ANY MATTER WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE SOFTWARE IS PROVIDED "AS IS". TO THE EXTENT THE LAWS OF CUSTOMER’S JURISDICTION DO NOT PERMIT SUCH DISCLAIMER WITH RESPECT TO THE SOFTWARE AS LICENSED HEREUNDER, SOFTOMOTIVE PROVIDES ONLY THE MINIMUM LAWFUL WARRANTY BEYOND THAT WARRANTY EXPRESSLY MADE ABOVE, AND DISCLAIMS ALL WARRANTIES TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE WITH, AND SHOULD NOT BE USED IN CONNECTION WITH, HAZARDOUS APPLICATIONS, SUCH AS OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT, WEAPONS, AIRCRAFT NAVIGATION OR COMMUNICATION, AND/OR PROCESS CONTROL THAT COULD RESULT IN DEATH, INJURY OR ENVIRONMENTAL IMPACT. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS IN THIS SECTION 5 ARE A MATERIAL PART OF THE AGREEMENT, AND SOFTOMOTIVE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS. 5.4 Further to any other representations and warranties contained elsewhere in this Agreement, Customer represents and warrants also the following: (i) Customer, where required under applicable Laws, holds all licenses, authorizations or permits in writing from any natural person or legal entity that are necessary for receiving the Software and support services from Softomotive, (ii) Customer, its Affiliates and their respective Personnel, its agents and employees do not and will not engage in any criminal, fraudulent or other illegal conduct in or in connection with the Licenses and Services received by Softomotive hereunder (iii) Customer is not in default of and there are no proceedings threatened or pending under any order of any court, arbitrator, administrative agency or other governmental authority, which would affect Customer’s performance of the Agreement. 6. Support. 6.1 During the Term and while Customer is in compliance with terms of this Agreement, including the full payment of License Fees, SOFTOMOTIVE will provide Support in accordance with the Software Support & Maintenance Plan. Such Support shall include updates, upgrades, and bug fixes. Any change in support policy will not cause a material derogation of the support policy offered by SOFTOMOTIVE under the Support & Software Assurance Plan and shall be notified in writing to the Customer and become effective at least ninety (90) days after such notification. Customer agrees that SOFTOMOTIVE may in its sole discretion provide, but Customer has no right to: (a) Support for Software that has been modified by any party other than SOFTOMOTIVE, or (b) that has been improperly installed or used in a manner other than as set forth in the Documentation and authorized under this Agreement to the extent Support would not have been required but for such improper installation or use; or (c) any release of the Software other than the most current major release made available by SOFTOMOTIVE and the immediately prior major release. 6.2 Technical information (excluding Customer Data) and automations within the Software based on models and use cases, which SOFTOMOTIVE might collect for providing support and/or Services or is provided by the Customer may be used by SOFTOMOTIVE solely to improve the Software. SOFTOMOTIVE will not disclose this information in a form that personally, or in any way, identifies the Customer. 7. Confidentiality. 7.1 As a result of the relationship entered into by the parties under this Agreement, the parties acknowledge that they may from time to time require or gain access to Confidential Information of the other party. The receiving party: (a) shall hold all Confidential Information in confidence using the same degree of care which the receiving party uses to protect its own confidential information of like nature, but not less than a reasonable degree of care; (b) shall use the Confidential Information only for the purposes expressly permitted herein; (c) shall reproduce the Confidential Information only to the extent necessary for such purpose; (d) shall restrict disclosure of the Confidential Information to its employees, consultants, agents and representatives with a valid need to know in connection with this Agreement and who are bound to protect the confidentiality of such Confidential Information (and shall advise such employees, agents and representatives of the obligations assumed herein); and (e) shall not disclose or cause to be disclosed the Confidential Information to any third party without prior written approval of the disclosing party. 7.2 The foregoing confidentiality restrictions shall not apply to Confidential Information that: (a) is or becomes a part of the public domain through no wrongful act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without reference to or reliance on the Confidential Information; or (e) that the disclosing party agrees in writing is free of such restrictions; or (f) is disclosed pursuant to exercise of rights and licenses granted under this Agreement. Notwithstanding the exceptions under this section 7.2, Customer shall not disclose or allowed to be disclosed any SOFTOMOTIVE pricing or quotes to any third parties. 7.A Privacy In addition to Softomotive’s confidentiality obligations under Article 7 receiving party, Softomotive may collect, use, store, disclose and dispose of and otherwise handle any Personal Information collected or accessible to Softomotive in the course of providing any Support services in accordance with this Agreement and the reasonable instructions of Customer. To the extent the Support services provided by Softomotive involve processing of Personal Information of the Customer, its employees, business partners, customers or their employees, Softomotive shall process such data on behalf of the Customer pursuant to applicable Data Protection Legislation. The Parties agree that the Customer is the Data Controller (or Data Processor) and Softomotive is the Data Processor (or sub-Data Processor). All definitions used in this Article shall have the meaning ascribed to them in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (the General Data Protection Regulation or “GDPR”), or other applicable relevant national legislation (hereinafter the “Data Protection Legislation”). Softomotive and the Customer shall comply with all applicable Data Protection Legislation applicable to the Customer and Softomotive (including any data processing agreements between the Customer and its customers of which the Customer has notified Softomotive) and, where processing personal data on the Customer’s behalf, Softomotive shall process such data strictly in accordance with the Customer's instructions and put such operational and technological processes in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of the data. Customer represents and warrants to Softomotive that any data base provided to Softomotive containing end user Personal Information, has been compiled lawfully and can be lawfully shared with third parties for further processing, including Softomotive. Customer further represents and warrants that it will immediately notify Softomotive in case the legitimate reason for processing of end user Personal Information elapses. The Customer further represents and warrants to Softomotive that it will be responsible to provide to Softomotive up-to-date end user Personal Information in the data base provided and inform Softomotive immediately in case an end customer has requested any action to be taken in relation to such person’s Personal Information, including the right of the end customer for his/her Personal Information to be updated, amended, exported, erased or otherwise handled. Failure by Customer to perform any of the above obligations in its capacity as Data Controller or Data Processor, shall provide Softomotive an unrestricted indemnity right against the Customer, for any third-party claim that may arise as a result of such failure and Customer shall hold Softomotive indemnified and harmless for any such claim that may arise in accordance with the provisions of this Article 7.A. 8. IP Infringement Indemnity. 8.1 Notwithstanding anything contrary to elsewhere in this Agreement, SOFTOMOTIVE will defend, indemnify and hold Customerand their respective directors, officers, employees, agents and representatives harmless that are authorized to use the Software under Section 2 above (collectively “ Indemnified Parties”) from any demand, claim, loss, liability or damages (including court awarded legal costs and necessary and reasonable attorneys’ fees) that any Indemnified Party may incur by reason of or arising out of or caused by (i) any actual or alleged third party claim that the Software, as delivered by SOFTOMOTIVE and used within the scope of this Agreement, infringes any patent or any copyright or misappropriates any trade secret or other intellectual property rights or proprietary rights of any third party (“IP Claim”). If Customer is subject to an IP Claim and conditioned on Customer’s compliance with Section 8.2 below, SOFTOMOTIVE will defend such third-party IP Claim and will pay any damages finally adjudicated by a court of competent jurisdiction (or settlement amounts agreed to in writing by SOFTOMOTIVE) including necessary and reasonable attorneys' fees incurred by the Customer. In any action based on a claim of infringement, SOFTOMOTIVE may, at its sole option and expense: (a) procure for Customer the right to continue using the Software under the terms of this Agreement; (b) replace or modify the affected Software to avoid the infringement while substantially equivalent in function to the infringing Software; or (c) if options (a) and (b) above cannot be accomplished despite SOFTOMOTIVE’s reasonable efforts, then SOFTOMOTIVE may terminate Customer’s rights and SOFTOMOTIVE’s obligations hereunder with respect to the affected Software and refund a prorated portion of the fees prepaid for the license of such Software during the then-current Term. 8.2 SOFTOMOTIVE’s indemnification obligations under this Section 8 are conditioned upon Customer (a) promptly notifying SOFTOMOTIVE in writing of the claim; (b) granting SOFTOMOTIVE sole control of the defense and settlement of the claim; and (c) providing SOFTOMOTIVE, at SOFTOMOTIVE’s expense, with all reasonable assistance, information and authority reasonably required for the defense and settlement of the claim. Provided that SOFTOMOTIVE shall not have the right to settle any claim if such settlement contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the Customer, or consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of any Indemnified Party without the prior written consent of each relevant Indemnified Party. 8.3 SOFTOMOTIVE will have no liability for any claim, to the extent that it is due to: (a) modifications to the Software made by Customer, or a party acting on Customer's behalf; (b) the combination of the Software with equipment, devices, software not supplied or specified by SOFTOMOTIVE where such claim would not have arisen but for such combination; (c) Customer’s failure to use updated or modified Software provided by SOFTOMOTIVE without charge; (d) Customer’s use of the Software in violation of this Agreement or use which is not in accordance with the Documentation applicable to the Software. 8.4 THE PROVISIONS OF THIS SECTION 8 SET FORTH SOFTOMOTIVE’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INDEMNIFICATION FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 9. Limitation of Liability 9.1 NEITHER PARTY SHALL BE LIABLE FOR: (A) ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF DATA, BUSINESS, GOODWILL OR PROFITS, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) AGGREGATE DAMAGES FOR ALL DIRECT DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE MOST RECENT EVENT GIVING RISE TO LIABILITY, EXCEPT FOR CLAIMS BASED ON EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OR CUSTOMER’S BREACH OF OBLIGATIONS UNDER SECTION 3. 9.2 The limitations of liability set forth in Section 9.1 above do not apply to, and each party accepts liability to the other for: (a) damages related to claims that are the subject of indemnification under Section 8.1; and (b) either party’s unauthorized use or distribution of the other party’s Confidential Information and Intellectual Property Rights under this Agreement, including breach of the license terms contained hereunder. 9.3 Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer or Softomotive. 10. Term and Termination. 10.1 This Agreement is effective as of the Effective Date and unless sooner terminated by either party in accordance with this Section 10, shall remain effective for the Term. After the Initial Term (and any Extension Term) Customer payment of the License Fee for the next Extension Term under an SOW according to the terms of Section 4.1 above shall renew this Agreement for a new Extension Term. Customer’s failure to timely pay the License Fees under an SOW shall be deemed an election by Customer to terminate the applicable license subscription as of the end of the then-current Term. Upon any such expiration of such license subscription, the License Keys will expire and the applicable Software will become inoperable. 10.2 Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon written notice if the other party: (a) becomes insolvent or ceases doing business; or (b) materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party. 10.3 Without prejudice to any other rights or remedies it may have, Softomotive may, by giving written notice to Customer, terminate an SOW as of the date specified in the notice of termination if: (i) Customer fails to pay undisputed License Fees invoiced by Softomotive in accordance herewith under such SOW and fails to cure such non-payment within thirty (30) days of notice of the failure to make such payment and that Softomotive intends to terminate the SOW if such failure is not cured; (iii) Customer commits a material breach of its confidentiality obligations set out in Article 7 related to this Agreement or the SOW in respect of Softomotive Confidential Information, and fails to take all reasonable steps then available to cure such breach within thirty (30) days of notice of such breach and that Softomotive intends to terminate the SOW if such steps are not taken, (iv) Customer breaches its obligations under Article 3. Expiry or termination of this Agreement shall be deemed to occur if all Software licenses subscribed to by Customer are allowed to expire under 10.1 and no Software licenses are subscribed within a period of six months thereafter. 10.4 If a Force Majeure Event prevents, hinders or delays a Party from performing any of its obligations hereunder for a period exceeding thirty (30) days, the other Party may, without payment of penalty of any kind, terminate this Agreement as of the date specified in the notice of termination in whole or in part 10.5 Upon the effective date of termination of this Agreement: (a) Customer’s license to use the Software ceases, and Customer shall immediately remove all copies of the Software from all systems owned or controlled or manages for Software Administration by Customer or both, and (b) any and all undisputed payment obligations of Customer will immediately become due for which correct and valid invoices have been received. Each party will securely destroy all copies of Confidential Information of the other party in its possession except as required to comply with any applicable legal or accounting record keeping requirement. The terms and conditions of Sections 3, 4, 5 and 7 through 10 shall survive any termination of this Agreement. 11. General. 11.1 Customer agrees not to export, or allow the export or re-export of any Software, or of information regarding any Software in violation of any export Laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority without the appropriate United States or foreign government licenses or permits. Parties acknowledge and agree that export of Software to an embargoed or sanctioned country, to a party of concern, or in support of a prohibited end-use, the exporting Party may be required to obtain a license. 11.2 If the Software is acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), the Government’s rights in the Software will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for the Department of Defense (“DOD”) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). 11.3 The Software may contain or be distributed with open source software (“Open Source Software”) that may be covered by a different license the details of which along with applicable attribution notices will be delivered to Customer as part of the Documentation. (A) SOFTOMOTIVE warrants that Software delivered hereunder shall use any Open Source Software in a manner consistent with the terms of the Open Source license terms and shall not contain any Open Source Software subject to the terms of any license that, when the Software including the Open Source Software is used in accordance with the terms and conditions of this Agreement: (i) creates an obligation that Customer grants to any third party any rights to, or immunities under, any of its intellectual property rights, or that Customer discloses or make any of its own source code (or any part or derivative work thereof) available to third parties under any circumstances, or (ii) subjects Customer to any limitation, restriction, or condition on the right or ability to use, distribute or control any other software which is not delivered hereunder as part of Software. (B) To the extent the terms of the licenses applicable to OSS prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. Except for SOFTOMOTIVE’s obligations under section 8.1 and support obligations, SOFTOMOTIVE’s obligations set forth in this Agreement do not extend to any Open Source Software disclosed to Customer under Section 11.3(A). 11.4 Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of New York. The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on the Sale of Goods. The Parties will use their best efforts to resolve any controversy or claim arising out of or relating to this Agreement, through good faith negotiations during a period of thirty (30) business days after the date of a written notice of a controversy or claim. Subject to the foregoing sentence all claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state court(s) of competent jurisdiction located in the Borough of Manhattan, New York City, NY, USA. To that end, each party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any objection it may have to any proceedings brought in any such court. To the fullest extent permitted by law, each party hereby expressly waives (on behalf of itself and on behalf of any person or entity claiming through such party) any right to a trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or in any manner connected with this Agreement or the subject matter hereof. 11.5 The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek preliminary or equitable injunctive relief without being required to post a bond or other surety, if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo or to prevent the dissemination of confidential information or from bringing and pursuing legal action to specifically enforce the provisions of Section 11.4. 11.6 A party is not liable under any Agreement for non-performance (other than failure to pay) caused by Force Majeure E, if the party claiming such event or conditions makes all reasonable efforts to perform and mitigate the delay. The Party so delayed in its performance will promptly notify the other Party by the timeliest means otherwise available (to be promptly confirmed in writing within two business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay with relevant documentary supporting. Upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. 11.7 Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate Affiliate; or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise, provided the assignee subsequently agrees in writing with other party to comply with the terms and conditions of this Agreement within a period of thirty (30) days of such assignment or transfer. Any such attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party’s permitted assigns and successors. No assignment by either party will release the assignor or transferor from its obligations to the other party (non-assigning party) or in any way diminish either party's rights under this Agreement until the assignee or successor expressly agrees to the same with the other party (non-assigning party) as aforesaid. 11.8 Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notice required by this Agreement shall be made in writing and given by (a) personal delivery, (b) prepaid, first class, certified mail, return receipt requested, (c) email (with a duplicate notice sent promptly by one of the other methods in this Section), or (d) courier service of recognized standing (with confirmation of receipt); in any case to the receiving party, “Attention: Legal” at its address set forth in the heading to this Agreement, or to a different address of which the addressee party has notified the other in accordance with this Section. Any notice given in conformance with this Section shall be effective upon actual delivery or refusal of delivery. 11.9 This Agreement, together with the Exhibits attached herein is nonexclusive in nature, and does not restrict either Party (or its respective Affiliates) from competing with the other Party (or its respective Affiliates) or developing, using, referring or marketing similar or competing products, services or solutions, including without limitation, using, marketing or referring of any third party products or services, or entering into alliance, partner, license or similar relationship with any third party. The foregoing is not an exception to restrictions on the use of the confidential information and intellectual property of the other Party. This Agreement, together with the Exhibits attached herein, constitutes the entire understanding between Customer and SOFTOMOTIVE with respect to the subject matter hereof. No terms or conditions set forth in any purchase order or other document, URLs, click wrap or shrink wrap documents provided by either party to the other shall be part of any agreement between SOFTOMOTIVE and Customer unless specifically accepted by SOFTOMOTIVE and Customer in writing. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no third party beneficiaries to this Agreement except as may be expressly agreed to in writing. If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless such omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized officers or representatives as of the Effective Date. By: SOFTOMOTIVE US INC. By: Name: Name: Title: Title: Dated: Dated: Signature: Signature: EXHIBIT A – STATETEMENT OF WORK (SOW) The table below table summarizes the perpetual license pricing for Customer as at the Effective Date. Of note, perpetual licensing includes the initial years Software Support and Maintenance Plan within the initial license. Product Name Product Code Product Description Unit Count Unit Price Total Price ProcessRobot Control Desk PR18DESK-P ProcessRobot Control Desk (Perpetual) 1 $1,900 $1,900 ProcessRobot Insights Dashboard PR18DASH-P ProcessRobot Insights Dashboard (Perpetual) 1 $1,900 $1,900 ProcessRobot Process Studio PR18PSTD-P ProcessRobot Process Studio (Perpetual) 1 $1,900 $1,900 ProcessRobot SideBot PR18SIDE-P ProcessRobot SideBot (Perpetual) 1 $1,900 $1,900 ProcessRobot SoloBot PR18SOLO-P ProcessRobot SoloBot (Perpetual) 2 $3,900 $7,800 ProcessRobot Web Console PR18WEBC-P ProcessRobot Web Console (Perpetual) 0 $1,900 $0 Total License Fee(s) $15,400 Customer will receive ten (10) hours of dedicated professional services via web and by phone. The breakdown of the services is outlined below. Service Description Hourly Rate Hours Amount Professional Services Purchase of script development hours, for on-demand remote professional services. Remote sessions need to be booked each time separately, subject to our engineer’s availability. $120 10 $1,200 Total Professional Service Fees $1,200 By: SOFTOMOTIVE US INC By: Name: Name: Title: Title: Dated: Dated: Signature: Signature: EXHIBIT B Software Support and Maintenance Plan 1. Definitions 1.1. Software Support and Maintenance Plan (SSMP) is included within Software License(s) purchased by Licensee and it offers access to SOFTOMOTIVE’s generally available Software Updates and Software Upgrades with no cost for the duration of the plan and includes access to Software Support and Technical Support channels provided by SOFTOMOTIVE to Licensee during the support hours identified below. SSMP’s duration is 12 months from the day of purchase of a Software License. 1.2. “Software Support” means the after-sales services provided by the vendor related to possible bug fixes on the supported Software versions. Any error that SOFTOMOTIVE will correct will be included only in the new Software version release, whether that will be a major or minor Update. If Licensee is using a previous version of the Software, SOFTOMOTIVE will only suggest workarounds, if those are possible; otherwise Licensee should upgrade to the current version of the Software and be provided with the included fix. 1.3. “Technical Support” means: (a) Explanation of Software features (b) Answers to questions about: installation, activation, licensing, general Software usage (c) Reproducing problems that may be a Software bug. Providing workarounds for known bugs (d) Recommendations for process development and best practices on actions use. This does NOT include actual process development but only providing examples or general resources and “how to” knowledge. 1.4. “Software” has the meaning provided in the respective Software License Agreement. 1.5. “Software Updates” are periodic updates that may be made by SOFTOMOTIVE to its Software to correct errors, extend or add new features or functionality, or improve performance, and are considered by SOFTOMOTIVE as a minor release to the current version (e.g. WinAutomation version 8.0 to 8.1, or ProcessRobot 2018.1.1 to 2018.1.2). A particular Software Update may not necessarily include feature enhancements to the Software itself. SOFTOMOTIVE makes no guarantee as to if or when a Software Update will be released. A Licensee will be entitled to all the minor updates of the version and edition of the Software that he holds a valid license for, even if it is not SSMP covered or the SSMP has expired. This is applicable to the extent that such Software Updates are made generally available by SOFTOMOTIVE to all of its customers. 1.6. “Software Upgrades” term means the next major Software release that (a) substantially enhances the functionality and supersede the version currently licensed to Licensee (e.g. WinAutomation version 8.0 to 9.0, or ProcessRobot 2018.1 to 2018.2), and (b) SOFTOMOTIVE makes generally available to its direct customers. Note 1: Customers with expired SSMP or with no SSMP will not be entitled to free major upgrades. Note 2: SOFTOMOTIVE does not guarantee backward compatibility of processes/robots of the Software to the previous version once the Software has been upgraded to the current version. 1.7. “Licensee” means a person or company to whom an approved License is granted or issued under the Software License Agreement Terms. 1.8. “License” means the permission -provided to Licensees under the terms of the “Software License Agreement” or “End User License Agreement / EULA” to use the Software on a non-exclusive basis. A Software License does not transfer the ownership of the Software to the Licensee. 1.9. “Software License Agreement” or “End User License Agreement / EULA” means the written agreement between Softomotive and the Licensee as end user that defines the terms and conditions under which the Software is being made available from Softomotive to the Licensee. 2. Terms and Conditions 2.1. Provided Licensee’s SSMP is active, SOFTOMOTIVE will provide “Technical Support” and “Software Support” services directly to Licensee for the current version of the Software and one version back. To obtain Support for an error, Licensee shall first provide detailed information concerning such error. It is at SOFTOMOTIVE’s discretion to determine whether a Licensee should provide detailed information on a reported error through email or through the Customer Service Portal found at http://support.softomotive.com. 2.2. Support Services by SOFTOMOTIVE will be provided during the hours of 09:00-17:00 GMT via e-mail during weekdays (Monday to Friday). Correspondence will be only available in English. 2.3. SOFTOMOTIVE agrees to acknowledge receipt of all support requests for error corrections properly logged through the Log System within four working (4) hours of its receipt. 2.4. Within eight (8) hours of an error being logged through the Log System, SOFTOMOTIVE will commence working on the logged support request, and will make reasonable efforts to replicate and commence seeking a remedy for any error reported to it that causes a function of the Software to fail to conform to its technical documentation in a material respect. In the event that SOFTOMOTIVE is unable to reproduce a particular error in its machines environment, Licensee agrees that he shall provide SOFTOMOTIVE secure remote access to his own workstation. During this remote session the error will be demonstrated to SOFTOMOTIVE’s representatives in order to assist with determining whether the error is in the Software or is not in the Software but more likely is in Licensee’s systems, other software, hardware or was generated by other causes not under the reasonable control of SOFTOMOTIVE. SOFTOMOTIVE is only responsible for providing Support Services for errors it can reproduce that are found to be in the Software alone. Licensee acknowledges that not all errors can be replicated or corrected. 2.5. If any Software Update, workaround or supplemental software code is required by SOFTOMOTIVE to correct the error, then it shall be made available to Licensee by electronic download. Any Software Updates or other supplemental software code provided to Licensee as a result of Support Services shall be considered part of the Software and will be subject of the terms and conditions of this SSMP. Any fix that will be provided, will only be included in the current version of the software, and will not be included in any earlier version than this. 2.6. Licensee is expected to train key personnel on the SOFTWARE and assign such personnel to provide first line support to Customer’s internal users. SOFTOMOTIVE will provide second level technical support to the above mentioned trained key personnel, who will act as SOFTOMOTIVE’s sole point of contact for all technical support requests and will assist SOFTOMOTIVE is identifying and correcting Errors. ● At the time of any call reporting an Error, provide reasonably requested information (including, by way of example, system log files, configuration files etc.) and, to the extent it is practical and commercially reasonable to do so, a reproducible instance of the issue; ● Prior to reporting any Error, where reasonably possible, perform preliminary troubleshooting or diagnostics to assist confirming that the Software bug relates to the SOFTOMOTIVE Software; and ● In the event of the need for SOFTOMOTIVE to provide remote Maintenance and Support Services, provide reasonable access to relevant infrastructure during the Service hours. 2.7. SOFTOMOTIVE has the right to stop providing services under this SSMP and not respond to Support emails: (a) immediately upon written notice to Licensee in the event Licensee breaches or terminates any associated Software License Agreement, (b) immediately upon the date on which Licensee ceases being covered by SSMP for any reason, including without limitation failure to pay the required SSMP fees. 2.8. SSMP can only be renewed in whole for the Licensee’s Licenses in order to maintain access to Software Support, Technical Support, Software Updates and Software Upgrades, under the respective Software License Agreement. Any SSMP that is renewed later than 30 calendar days after the SSMP expiry date of each purchased License is considered late. A late renewal of SSMP is subject to a reinstatement fee on top of the respective maintenance fee, as provided in the Software License Agreement. The reinstatement fee is equal to the renewal fees that should have been paid if the renewal was on time. Any SSMP which is not renewed up to 30 calendar days after its expiration is considered late and thus the reinstatement fee applies, should Customer wish to renew SSMP.