ONKORE – LICENSE AGREEMENT – TERMS AND CONDITIONS OF USE

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE OPENING, DOWNLOADING OR USING THIS LICENSE. INSTALL AND USE ALL OR PART OF THE ONKORE PRODUCTS. THE OPENNESS, THE DOWNLOADING, INSTALLING OR USING SUCH ONKORE PRODUCTS INDICATES YOUR ACCEPTANCE OF THE ONKORE THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS SHALL APPLY UNLESS IT HAS BEEN SIGNED A CONTRACT BETWEEN THE LICENSOR AND THE LICENSEE. THE LICENSEE MUST NOT DOWNLOAD INSTALL THE ONKORE PRODUCTS OR YOU WILL NEED TO RETURN THE ENTIRE PACKAGE INCLUDING THE SOFTWARE AND THE LICENSEE’S RECEIPT WITHIN 30 DAYS FROM THE DATE OF DELIVERY, IF THE LICENSEE DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS THE PLACE OF PURCHASE AND THE LICENSEE SHALL BE REIMBURSED THE AMOUNT OF THE LICENSE FEE. PAID BY THE LICENSEE.

The ONKORE Product License Agreement only applies to you if you have purchased a license to use the ONKORE Product.

Subject to all of the terms of this Agreement, ONKORE SAS (“Licensor”) grants to you (“Licensee”) a license to use the Software (software and related documentation) on the terms and conditions set forth in the ONKORE Product License Agreement (Software is collectively referred to as ONKORE Products). “License” refers to this document and the “Specific License Terms” available at www.onkore.ai. “Affiliates” means any business entity that is controlled or controls the named party or is under common control of or with the named party. “Control” is defined as ownership of more than 50% of the common stock or other voting stock of a business entity.

1. OWNERSHIP

The ONKORE Product is the sole and exclusive intellectual property of Licensor or any third party that has granted Licensor a license to license any part of the ONKORE Product (“Third Party Owner”) and is protected by copyright law and international copyright law, copyright treaties, and other intellectual property laws. Licensor and any Third Party Owner retain all proprietary rights, including but not limited to patent, trademark, copyright and trade secret rights in the ONKORE Products. Licensee acquires only the right to use the ONKORE Products as provided herein and does not acquire any rights, express or implied, in the ONKORE Products or media, if any, containing the ONKORE Product other than those set forth in this License.

2. GRANTING OF LICENSE

a. Authorized Use. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the ONKORE Product for Licensee’s own internal purposes in the operating environment specified in the Specific License description, incorporated by reference herein and available at www.onkore.ai, or if not so specified, on a single computer. by a single user. Licensee may install ONKORE Products in the country specified in the accepted purchase order. by the Licensor or one of its Affiliates, or if not specified, in the country in which the Licensee’s principal place of business is located. Licensee may make one copy of the Software for backup purposes only (unless a backup copy is supplied with the License). Licensee may only use the pre-installed Software provided on the Software Devices by Licensor. Licensee may not use ONKORE Products on a time-sharing, subscription services or service bureau basis.

For application programming interface (API) software products provided by ONKORE, the right of use is limited to a non-exclusive, non-transferable right to perform internal development to integrate Licensee’s product with the API. Licensee is not authorized to use an API from
ONKORE in the context of developing products that compete directly with ONKORE software products. Licensee is also not authorized to use an ONKORE API to develop data converters that may facilitate the exchange of data between competing products.

b. Restrictions. Except as required by applicable law, Licensee may not, whether for consideration or otherwise: (1) copy (subject to Article 2a), market, exploit, distribute, rent, lease or sublicense all or any part of the ONKORE Products; (2) modify, unilaterally correct errors in or prepare derivative works of the ONKORE Products; (3) reverse engineer, decompile or disassemble the Software or attempt in any way to recreate the source codes of the Software; (4) except as permitted by the Specific License Terms, transfer the ONKORE Products to another user site unless. (i) the Licensee gives thirty (30) days’ prior written notice to the Licensor; and (ii) the new site is owned by and used on behalf of the Licensee; and (iii) if Licensee transfers the ONKORE Product in this manner, Licensee shall cease using and delete all copies, in whole or in part, of the Software documentation at the Initial Installation Site prior to transferring the ONKORE Product at the new location; or (5) disclose or publish the results of comparative testing, reviews or benchmarking of ONKORE Products. The License terminates automatically if Licensee violates any of the above restrictions. Licensee agrees to maintain confidentiality and to use its best efforts to prevent and protect the contents of the ONKORE Products from unauthorized disclosure or use.

c. Verification. Licensor may require Licensee to provide written certification indicating the geographic locations, type and serial number of all computer hardware on which the Software is being used, together with confirmation that the ONKORE Products are being used in accordance with the terms of this License. No more frequently than once every twelve (12) months and upon reasonable advance notice, Licensee shall give Licensor, any person designated by Licensor or any Third Party Owner access to Licensee’s premises to verify the proper use of the ONKORE Products. Licensee shall pay all amounts due as a result of the audit and shall reimburse ONKORE for the cost of the audit if the audit determines an underpayment by Licensee in an amount greater than five (5%) percent of the monies actually paid to ONKORE.

d. Third Party Owners. Licensee agrees that ONKORE Products may contain software licensed from Third Party Owners and that Licensee is granted a limited right to use such third party software in accordance with this License Agreement and only in conjunction with ONKORE Products. Licensee agrees that Licensor may transfer or have transferred part of its rights under this Agreement.

3. INTELLECTUAL PROPERTY

Licensee shall maintain Licensor’s and any Third Party Owner’s proprietary statements about the ONKORE Products and trademarks on all copies, even partial copies, of the ONKORE Products. Licensee shall inform Licensor or Licensee’s supplier of any infringement of Licensor’s or any Third Party Owner’s rights of which Licensee may become aware, upon becoming aware of the same and to provide all necessary information, items and assistance to Licensor to enable Licensor to properly conduct its defense. If Licensor joins Licensee as a party to any infringement action in connection with the ONKORE Products, Licensor shall decide on the manner in which such action shall be conducted and shall be free to settle or continue any proceeding of its choice.

In the event that all or part of the ONKORE Products become, or in ONKORE’s opinion are likely to become, the subject of a third party infringement claim, Licensor may, in its sole discretion, (a) procure for Licensee non-infringing ONKORE Product with substantially the same functionality; or obtain for Licensee the right to continue to use the ONKORE Products; or (b) replace or modify the ONKORE Products to make them non-infringing (or reduce the likelihood of infringement) provided that the replacement or modification provides substantially similar functionality; or (c) terminate this License, in which case and upon termination of the license and return to ONKORE of the ONKORE Products, ONKORE will reimburse Licensee, as ONKORE’s sole liability and Licensee’s sole remedy, a pro rata portion of the license fees paid by Licensee for the affected ONKORE Products, based on thirty-six (36) months straight-line depreciation, plus a pro rata refund of Support Services fees for the remainder of the term of the current Support Services, if any.. If Licensee purchased Subscription License Services, ONKORE will reimburse Licensee, as ONKORE’s sole liability and Licensee’s sole remedy, a pro-rated refund of Subscription License Services fees for the remainder of the then current Subscription License Services term, if any.

The obligations of the Licensor in this Section 3 shall not apply to the extent that the breach or claim thereof is based on. (A) combination or use of ONKORE Products with hardware, software, data or other materials not provided by ONKORE, (B) use of ONKORE Products other than in accordance with an Addendum, or (C) modifications or additions to the ONKORE Products (other than modifications or additions by Licensor). This section sets forth the entire liability hereunder with respect to any claim of infringement.

4. CONFIDENTIAL INFORMATION

Confidentiality Obligation Each party may receive Confidential Information (as defined below) from the other party. Each party shall treat the Confidential Information as confidential and shall protect the Confidential Information disclosed using the same degree of care, but not less than the reasonable degree of care that the recipient uses to protect its own Confidential Information, to prevent unauthorized dissemination or publication of the Confidential Information. Neither party shall disclose Confidential Information except to those of its employees or agents who have a need to know such information for the performance of each party’s rights and obligations under the License. Neither party shall use the Confidential Information for any purpose beyond the performance of its rights and obligations under the License without the prior written consent of the other party. All Confidential Information shall remain the property of the disclosing party, and each party shall return or destroy any tangible materials containing such Confidential Information upon request of the other party.

Confidential Information shall mean any information marked or identified as confidential or proprietary, or received under circumstances that could reasonably be construed to impose an obligation of confidentiality, that is disclosed in the context of the Support Service. It includes, but is not limited to, intellectual property rights, trade secrets and business matters such as research and development information, ONKORE Products, source codes, new products, business opportunities, sales and marketing plans, and financial and personnel information. Confidential Information does not lose its status as Confidential Information simply because it is known to a limited number of persons or entities or because
has not been originated in its entirety by either party.

The obligations of confidentiality and protection imposed by this section shall not apply, or shall cease to apply, to any information that (a) was lawfully known to either party prior to its receipt hereunder; or (b) is or becomes in the public domain without violation of these General License Conditions; or (c) is lawfully received by either party from a third party who does not have an obligation of confidentiality to either party; or (d) is developed independently; or (e) is required by law, regulation or court order or under rules imposed by stock exchange authorities, provided that the party wishing to disclose the Confidential Information shall promptly inform the other party of its intention to disclose the information, which may seek a protective order to limit such disclosure.

The parties agree to comply with the obligations contained in this Article for the duration of this Article and for five (5) years after the expiration or termination hereof.

5. LIMITATIONS
Except as expressly provided in the Specific License Terms, Licensor does not warrant that the ONKORE Products will meet Licensee’s own needs or be compatible with any software selected by or on behalf of Licensee for use with the ONKORE Products. Therefore, Licensee acknowledges that Licensee is aware of the potential, purposes and functions of the ONKORE Products, or that Licensee has been assisted by a third party in determining the suitability of the Software for Licensee’s own
Licensee’s needs. ONKORE Products are used under the sole direction, control and responsibility of Licensee. Licensor does not warrant that the ONKORE Products will be error-free or that the operation of the ONKORE Products will be uninterrupted. Licensee shall take all necessary steps to prepare adequate safety plans or appropriate measures to mitigate any possible harmful consequences resulting from the use of ONKORE Products.

6. LIMITED WARRANTIES

For a period of ninety (90) days from delivery of the Software the Licensor warrants that. (a) the carrier and documentation are free from defects in material or workmanship under normal use; and (b) the Software shall provide, in all material respects, the functionality set forth in the applicable user documentation delivered with such Software. For Subscription Licenses, this warranty is applicable for a period of ninety (90) days after the commencement of the initial Subscription Period. It is expressly agreed, however, that the limited warranties provided herein exclude damages resulting from improper use of the ONKORE Product (including untrained or negligent use), from chemical, electrical or electrochemical influences or from negligent use or treatment of the ONKORE Product.

7. REMEDIES

The Licensee’s remedies under Article 6 shall be limited, at the Licensor’s sole option, to. (a) the replacement free of charge of the media that do not comply with the limited warranty set forth in Article 6 (a) above or (b) the correction of the ONKORE Products or the provision of a reasonable procedure to avoid non-compliance, to the extent that the ONKORE Products do not comply with the limited warranty set forth in Article 6 (b) above; or (c) if the Licensor is unable to carry out (a) or (b) upon termination of the license of the Software, and the return, to ONKORE, of the Software with written certification from an officer of Licensee that it has not retained any copies of the Software, in whole or in part, Licensor will refund the Software license fee or initial Subscription License Fee paid by Licensee for the returned Software. Any replacement or correction of the Software Product shall be covered by a warranty for the remainder of the original warranty period or thirty (30) days from the date of delivery of the replacement or correction.

8. DISCLAIMER OF WARRANTIES AND LIMITATION OF REMEDIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS LICENSE EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR REJECTS ANY OTHER LEGAL OR OTHER WARRANTY. IN NO CASE THE LIABILITY OF THE LICENSOR, OF ITS AFFILIATES OR THIRD PARTIES OF ANY KIND SHALL INCLUDE SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF YOU HAVE A CLAIM FOR DAMAGES, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, EVEN IF YOU HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. E. EXCEPT IN CASE OF NON-COMPLIANCE WITH IN SECTIONS 3 OR 4, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES OR ANY THIRD PARTY LICENSORS BE LIABLE FOR DAMAGES OR OTHER AMOUNTS IN EXCESS OF THE PURCHASE PRICE OF THE LICENSE. LICENSE.

Licensor shall not be liable for any loss or damage caused by delay in supplying ONKORE Products or any other performance under this License. Licensor’s entire liability and Licensee’s exclusive remedies for its liability of any kind (including liability for negligence, except liability for personal injury caused solely by its negligence) for the ONKORE Products covered by this License and any other acts or defaults by Licensor under or in connection with this License are limited to the remedies specified in this License.

9. TERMINATION

In the event of a breach by Licensee of any of its essential obligations hereunder, in particular in the event of a breach of the provisions relating to the rights to use ONKORE Products, Licensor may, at its sole discretion, thirty (30) days after formal notice sent by registered letter with acknowledgement of receipt becoming void, or immediately in the event of a non-remediable breach, terminate this License by sending a certified letter of termination with acknowledgement of receipt, without prejudice to its right to seek compensation for losses suffered. Licensee shall remove all Software from any equipment on which Licensee has installed or stored the Software and destroy related documentation upon termination of this Agreement. Within fifteen (15) days following Licensor’s request, Licensee shall send Licensor a certificate from Licensee’s legal representative confirming the complete disposal and destruction thereof. Restrictions on the use of the Products
ONKORE and the obligation to maintain confidentiality and to use reasonable efforts to prevent and protect the contents of ONKORE Products from unauthorized disclosure or use shall survive termination of the License for any reason for five (5) years.

10. BRANDS

All trademarks, product and service names and titles and copyrights used in this License and on ONKORE Products are trademarks, trade names, service marks or copyrights of their respective holders. Where this License is contained in ONKORE Products or on Licensor’s website, permission is granted to electronically copy or print this License for Licensee’s personal, non-commercial use. Any other use of this License without the consent of the Licensor is strictly prohibited.

11. CONDITIONS OF JURISDICTION

If the ONKORE Product is supplied by ONKORE SAS or one of its distributors, the following clause shall apply:

THE LICENSE SHALL BE GOVERNED BY THE LAWS OF COLOMBIA AND THE TERMS AND CONDITIONS SHALL BE CONSTRUED BY REFERENCE TO SUCH LAWS. ALL DISPUTES AND LITIGATION ARISING OUT OF OR RELATING TO THE INTERPRETATION OR PERFORMANCE OF THE TERMS AND CONDITIONS SHALL BE LITIGATED IN THE COURTS OF COLOMBIA.
In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action. In addition, each party irrevocably agrees to accept, and consents to receive, formal service of any legal process with respect to any dispute or other matter arising out of the respective parties’ obligations under this Agreement via certified mail (return receipt requested) or other internationally recognized overnight delivery service providing proof of overnight delivery to such party at the address for such party set forth in Section 16 of this Agreement, such service of process being deemed completed for all purposes on the date on which the same is duly delivered. To change the address at which any party consents to receive notices, the other parties must approve such request in writing.

12. MISCELLANEOUS

In the event that any provision of this License is declared invalid and unenforceable by a court, the parties intend that such provision be amended and interpreted in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If it cannot be amended, such provision shall be deleted and the remainder of the License shall remain in effect and unaffected by such action. No change in the provisions of this License shall be valid unless made by written amendment signed by both parties. The provisions of this License and the documents referenced herein contain the entire agreement between the parties for the license of ONKORE Products. The failure of either party to enforce any provision hereof, whether permanent or temporary, shall in no event be deemed a waiver of its rights under such provision. Any use of, duplication by, or disclosure to the Colombian Government is subject to the terms of this Agreement and is provided as unpublished, copyrighted, trade secret, proprietary commercial data subject to Part 12. Licensor shall not be liable for any failure or delay arising from a force majeure event, such as, but not limited to, strike, war, riot, insurrection, deficiency or delay in transportation or communication facilities, computer breakdown or interruption in power supply or events beyond the control of Licensor. In the event that such situation continues for more than three (3) months, either party may terminate the License by written notice. Licensor is authorized to transfer all or part of these Global License Terms to an Affiliate of Licensor, including where the Affiliate is the successor to all of Licensor’s assets and liabilities following a merger. Licensee agrees that it will ensure that the ONKORE Products are not shipped, transferred, exported or re-exported to any country in any manner prohibited by the laws and regulations of Colombia, USA, EU, Canada, France and the UK or by any export regulations applicable to the jurisdiction or country in which Licensee acquired or licenses the ONKORE Products.