SOFTWARE LICENCE AGREEMENT - CUBA STUDIO AND PREMIUM ADD-ONS

INTRODUCTION:-

This software licence agreement ("Licence") is a legal agreement between you ("Licensee" or "you") and Haulmont Technology Limited registered in England and Wales with company number 06657184 whose registered office is at 35-37 William Road, London, NW1 3ER ("Haulmont").

Haulmont licenses use of the Software to you on the basis of this Licence. Haulmont does not transfer ownership of the Software (or any part thereof) to you. Haulmont and its licensors (if any) remain the owners of the Software at all times.

• BY TICKING THE ACCEPTANCE "TICKBOX" AND DOWNLOADING OR USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY).

• BY DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS A "BUSINESS-TO-BUSINESS" LICENCE AGREEMENT FOR THE USE OF THE SOFTWARE (I.E. BY INDIVIDUALS OR CORPORATE ENTITIES) FOR BUSINESS/PROFESSIONAL PURPOSES. YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS NOT A BUSINESS-TO-CONSUMER LICENCE AGREEMENT. YOU ACCEPT THAT YOU MAY NOT USE THE SOFTWARE FOR NON-BUSINESS/PROFESSIONAL/TRADE (I.E. CONSUMER) PURPOSES.

• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, HAULMONT WILL NOT LICENCE THE SOFTWARE TO YOU. UNLESS YOU AGREE TO THE TERMS OF THIS LICENCE, YOU MAY NOT DOWNLOAD OR USE THE SOFTWARE.

BACKGROUND:-

Haulmont is willing to grant the Licensee (and the Licensee is willing to accept) a licence to use the Software on the terms and conditions set out in this Licence.

AGREED TERMS:-

1.1. The definitions and rules of interpretation in this clause apply in this Licence, including the Introduction and the Background.

1.2. Clause headings shall not affect the interpretation of this Licence. References to clauses are to the clauses of this Licence.

1.3. Unless the context otherwise requires:

1.3.1. words in the singular shall include the plural and in the plural shall include the singular;

1.3.2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

1.3.3. a reference to writing or written includes emails;

1.3.4. a reference to one gender shall include a reference to the other genders; and

1.3.5. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns

2.1. In consideration of the Licensee agreeing to (and on the condition that the Licensee does throughout the term of this Licence) abide by the terms of this Licence, Haulmont grants to the Licensee a licence (as further prescribed below) from the Commencement Date to use the Software in any country of the world on the terms of this Licence.

2.2. Haulmont gives no assurance that it will issue new versions of the Software at any particular time or at all, nor that it will support the Software for any particular length of time or at all.

2.3. Haulmont reserves the right to suspend (temporarily or permanently) a Licence Key if Haulmont reasonably believes that the Licensee's use of the Software violates clause 4.3 or clause 5.5.

2.4. Haulmont may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Licensee has licensed the Software, and may use Licensee's name and logo in Haulmont's public statements referencing the Licensee's use of the Software.

3.1. Haulmont grants to the Licensee a non-exclusive, non-transferable Licence to use CUBA Studio in any country of the world on the terms of this Licence.

3.2. The Licensee may:

• 3.2.1. download and install CUBA Studio from the Site;

• 3.2.2. use CUBA Studio together with CUBA Platform, CUBA Studio Premium and/or CUBA Add-ons (where the Licensee has paid for access to CUBA Studio Premium and CUBA Add-ons) to create or develop other software and/or for educational, training and/or demonstration purposes;

• 3.2.3. receive any updates released by Haulmont in respect of CUBA Studio, which Haulmont may issue from time to time at its sole discretion, and/or download previous versions of CUBA Studio;

• 3.2.4. make one copy of CUBA Studio for back-up purposes.

3.3. The Licensee may not:

• 3.3.1. rent, lease, create derivative works of, distribute, sell, sub-licence or transfer CUBA Studio;

• 3.3.2. adapt, modify, decompile, disassemble, reverse engineer or make any other attempts to discover the source code of CUBA Studio (in whole or in part), save as strictly permitted by statute or regulation;

• 3.3.3. remove, amend or hide any proprietary or other notices of Haulmont contained in CUBA Studio.

4.1. CUBA Studio is provided for free, with certain limitations on its functionality, as described on the Site. The Licensee can remove these limitations by purchasing a Licence Key from Haulmont or an Authorized Reseller. Where a Licensee has chosen to purchase a Licence Key for CUBA Studio Premium then, in consideration for payment (in full and cleared funds) of the Licence Fee for CUBA Studio Premium, Haulmont grants to the Licensee a non-exclusive, non-transferable Licence to use CUBA Studio Premium during the Validity Period in any country of the world on the terms of this Licence.

4.2. Following receipt of the Licence Fee, Haulmont will provide the Licensee with a Licence Key and the Licensee may during the Validity Period:

• 4.2.1. download and install CUBA Studio Premium from the Site;

• 4.2.2. use CUBA Studio Premium together with CUBA Platform, CUBA Studio and/or CUBA Add-ons (where the Licensee has paid for access to CUBA Add-ons) to create or develop other software and/or for educational, training and/or demonstration purposes;

• 4.2.3. receive any updates released by Haulmont in respect of CUBA Studio Premium, which Haulmont may issue from time to time at its sole discretion, and/or download previous versions of CUBA Studio Premium;

• 4.2.4. make one copy of CUBA Studio Premium for back-up purposes.

4.3. The Licensee may not:

• 4.3.1. permit or allow more than one concurrent user to access and/or use CUBA Studio Premium per Licence Key;

• 4.3.2. use a Licence Key to access CUBA Studio Premium if the Licence Key's Validity Period has expired;

• 4.3.3. rent, lease, create derivative works of, distribute, sell, sub-licence or transfer CUBA Studio Premium;

• 4.3.4. provide any Licence Key to a third party (other than to the Licensee's officers, directors and/or employees for the purposes of accessing CUBA Studio Premium, in accordance with the terms of this Licence);

• 4.3.5. adapt, modify, decompile, disassemble, reverse engineer or make any other attempts to discover the source code of CUBA Studio Premium (in whole or in part), save as strictly permitted by statute or regulation;

• 4.3.6. remove, amend or hide any proprietary or other notices of Haulmont contained in CUBA Studio Premium.

4.4. For the avoidance of any doubt, upon the expiry of the Validity Period, the Licensee's right to access to CUBA Studio Premium (i.e. which is obtained via the Licence Key) will cease.

5.1. If the Licensee has chosen to purchase a Licence Key for CUBA Add-ons, in consideration for payment (in full and cleared funds) of the Licence Fee for CUBA Add-ons, Haulmont grants to the Licensee a non-exclusive, non-transferable licence to use CUBA Add-ons during the Validity Period in any country of the world, on the terms of this Licence.

5.2. Following receipt of the Licence Fee, Haulmont will provide the Licensee with a Licence Key and instructions as to how the Licensee may access the Add-ons Repository (via CUBA Studio or directly). The Licensee may (subject to payment of the Licence Fee for CUBA Add-ons):

• 5.2.1. access and download current and previous versions of CUBA Add-ons (i.e. via the Add-ons Repository), as well as updates to CUBA Add-ons, which Haulmont may issue from time to time at its sole discretion, until the Validity Period has expired;

• 5.2.2. create, edit or compile source code or software programs that refer to, depend on, incorporate or is based on all or any part of CUBA Add-ons, whether explicitly or implicitly and whether or not in combination with other libraries, frameworks or components other than CUBA Platform, CUBA Studio and/or CUBA Studio Premium;

• 5.2.3. use CUBA Add-ons together with the CUBA Platform, CUBA Studio and/or CUBA Studio Premium (where the Licensee has paid for access to CUBA Studio Premium) to create or develop other software and/or for educational and/or demonstration purposes;

• 5.2.4. examine, adapt, decompile, make error corrections to or modify all or any part of the source code made available via CUBA Add-ons;

• 5.2.5. make one copy of CUBA Add-ons source code for back-up purposes.

5.3. After the Validity Period has expired, the Licensee may continue using the versions of CUBA Add-ons, downloaded during (but not after) the Validity Period, on the terms of this License.

5.4. The Licensee may licence and distribute CUBA Add-ons (or any part thereof) only without source code as part of Derived Software and only for the purpose of keeping the Derived Software functional. The Licensee may not, at any time, otherwise licence or otherwise distribute CUBA Add-ons (or any part thereof). For the avoidance of doubt, the Licensee may not license the right to create, edit or compile source code or software programs (whether it is Derived Software or not) that refer to, depend on, incorporate or is based on all or any part of CUBA Add-on.

5.5. The Licensee may not:

• 5.5.1. permit or allow more than one concurrent user to access and/or use CUBA Add-ons or the Add-ons Repository per Licence Key;

• 5.5.2. use a Licence Key to access CUBA Add-ons if the Licence Key's Validity Period has expired;

• 5.5.3. provide any Licence Key or credentials to access Add-ons Repository to any third party (other than to the Licensee's officers, directors and/or employees for the purposes of accessing the same, in accordance with the terms of this Licence);

• 5.5.4. rent, lease, distribute, sell, sub-licence or transfer CUBA Add-ons, other than according to clause 5.3 and clause 5.4;

• 5.5.5. remove, amend or hide any proprietary or other notices of Haulmont contained in CUBA Add-ons or their source code.

6.1. The Licence Fee for a Licence of the Software is payable for each Licence Key requested by the Licensee. The Licence Key can only be purchased from Haulmont or its Authorized Resellers. For purchases from Haulmont, the price shall be as set out in the Licence Key price list available on the Site, calculated as at the date each Licence Key is being purchased. Payment for the Licence Key is in advance. Haulmont (or the Authorized Reseller, as the case may be) will send the Licence Key to the Licensee electronically within 2 Business Days after payment of the Licence Fee (in full and clear funds) has been received into Haulmont's or the Authorized Reseller's nominated bank account. In case of card payments via the Site, the Licence Key will be provided immediately after the purchase.

6.2. Licensee may purchase a modification to an existing Licence Key via the Site, such modifications may comprise for example, access to additional components, or the extension of the Validity Period. Upon receipt of Licensee's request (i.e. via the Site) for a modification to an existing Licence Key, Haulmont can, at its sole and absolute discretion, either apply new parameters to the Licensee's existing Licence Key, or issue a new Licence Key to the Licensee. The price for such modification shall be as set out on the Site from time to time ("Modification Fee"). Haulmont will confirm the modification of the existing Licence Key to the Licensee or issue a new Licence Key to the Licensee (as the case may be) within 2 Business Days after payment of the Modification Fee (in full and clear funds) has been received into Haulmont's bank account.

7.1. Haulmont warrants that during the Validity Period, the Software will conform in all material respects to the specification and documentation in respect of the Software shown on the Site (at www.cuba-platform.com/documentation).

7.2. Subject to clause 7.3 and 8.2, if during the Validity Period, the Licensee gives notice in writing to Haulmont within a reasonable time of discovery that the Software does not comply with the warranty set out at clause 7.1 and, having had a reasonable opportunity to examine the Software, Haulmont agrees with the Licensee that the Software does not comply, the Licensee's sole and exclusive remedy shall be that Haulmont will (at its sole discretion and cost):

• 7.2.1. issue a revised version of the Software to the Licensee in which the non-compliance shall have been remedied (free of charge); or

• 7.2.2. refund the total Licence Fees for that Software paid by the Licensee in the 12 months immediately prior to Haulmont's receipt of a written notice pursuant to this clause 7.2, following which, this Licence shall terminate.

7.3. Haulmont shall not be liable for the Software's failure to comply with the warranty set out in clause 7.2 in any of the following events:

• 7.3.1. the defect arises because the Licensee failed to follow Haulmont's oral or written instructions as to the commissioning, installation and/or use of the Software or (if there are none) good trade practice regarding the same;

• 7.3.2. the Licensee (or someone on its behalf) alters or repairs the Software (or attempts to do so) without Haulmont's written consent;

• 7.3.3. the defect arises as a result of the use of the Software in combination with any other software not provided by Haulmont.

7.4. Except at provided in this clause 7, and subject to clause 8.2, the Software (and any Third Party Libraries and Forks distributed with it) is provided "as is" without any warranties, representations and/or assurances in respect of it. Save as provided in clauses 7.1, all such warranties, conditions, representations, assurances or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

8.1. This clause Limitation of Liability sets out the entire liability of Haulmont to the Licensee in respect of:

• 8.1.1. any breach of this Licence, howsoever arising;

• 8.1.2. any use made of the Software (or any part of it);

• 8.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Licence; and

• 8.1.4. any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with this Licence.

8.2. Nothing in this Licence shall exclude or limit Haulmont's liability for:

• 8.2.1. death or personal injury resulting from negligence; or

• 8.2.2. fraud or fraudulent misrepresentation or willful default; or

• 8.2.3. for any other matter for which it would be unlawful for Haulmont to exclude or limit or attempt to exclude or limit its liability.

8.3. Subject to clause 8.2, Haulmont shall not under any circumstances whatsoever be liable to the Licensee, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):

• 8.3.1. loss of profit or revenue;

• 8.3.2. loss of reputation or depletion of goodwill;

• 8.3.3. loss of business;

• 8.3.4. loss of contracts or loss of business opportunity;

• 8.3.5. loss of anticipated saving;

• 8.3.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;

• 8.3.7. wasted management and/or staff time and/or office time;

• 8.3.8. loss or corruption of data, information or software;

• 8.3.9. damage to property (e.g. computer hardware, other software or IT systems),

8.4. Subject to clause 8.2 Haulmont's total liability to the Licensee, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or for misrepresentation and/or otherwise howsoever arising under any legal theory whatsoever, shall be limited to the total fees paid by Licensee to Haulmont for its use of the Software within the 12 month period prior to the event giving rise to the liability, or $50 000 (fifty thousand) USD, whichever is greater.

8.5. All references to Haulmont in this clause 8 shall, for the purposes of this clause 8 only, be treated as including all employees, subcontractors, agents and suppliers of Haulmont and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

9.1. The Licensee acknowledges that all Intellectual Property Rights in the Software belong to Haulmont or its licensors, and the Licensee shall have no rights in the Software other than the right to use them in accordance with the terms of this Licence.

9.2. So far as Haulmont is aware at the Commencement Date, the Software (nor any part thereof) does not infringe the Intellectual Property Rights of any third party.

From time to time the Software may communicate certain information to Haulmont's servers for the sole purpose of allowing Haulmont to monitor the Licensee's compliance with clauses 3, 4 and/or 5. The information communicated will comprise the Licence Key number, a unique hash code that identifies the Licensee's computer environment (but which does not allow Haulmont to access any other information about the Licensee's environment) and the IP address of the device on which the Software is installed. For the avoidance of doubt, all information communicated to Haulmont pursuant this clause will be anonymous and will not constitute "personal data" as that term is defined in section 1(1) of the Data Protection Act 1998.

11.1. The Software uses and is distributed with third party software libraries ("Third Party Libraries"). This Licence complies with the terms on which the Third Party Libraries are licenced to Haulmont ("Third Party Terms") and Haulmont is permitted to sub-licence the Third Party Libraries to the Licensee, provided that the Licensee complies with Third Party Terms. Further information on Third Party Libraries used/distributed with the latest versions of the Software and Third Party Terms is provided on the Site (at www.cuba-platform.com/documentation). The Licensee acknowledges and accepts that its use of the Software is subject to the Third Party Terms. The Licensee acknowledges and agrees that Haulmont shall have no liability whatsoever for any unauthorised, illegal or unlawful use of any Third Party Libraries by the Licensee.

11.2. All Forks used in and distributed with the Software are sub-licenced to the Licensee on the same Third Party Terms as the corresponding Third Party Library modified by the relevant Forks.

12.1. The Licensee may terminate this Licence at any time and with immediate effect by permanently deleting all copies of the Software from its systems.

12.2. Without affecting any other right or remedy available to it, Haulmont may terminate this Licence with immediate effect by giving written notice to the Licensee if the Licensee breaches any part of clause 3.3, clause 4.3 or clause 5.5.

12.3. Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other party if:

• 12.3.1. the other party commits a material breach of any term of this Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

• 12.3.2. the other party repeatedly breaches the terms of this Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Licence;

• 12.3.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.4. This clause 12 and the following clauses shall continue in full force and effect upon expiry or termination of this Licence: clause 1 (Definitions and interpretation); clause 5.3 - 5.5 (CUBA Add-ons Licence); clause 7.4(No Warranty); clause 8 (Limitation of Liability); clause 9.1 (Intellectual Property Rights); clause 13 (Sub-licensing, assignment and other dealings); clause 14 (Waiver); clause 15 (Entire agreement); clause 16 (Variation); clause 17 (Severance); clause 18 (Third party rights); clause 21 (Notices); and clause 22 (Governing law and arbitration).

12.5. Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.

12.6. On termination for any reason:

• 12.6.1. all rights granted to the Licensee under this Licence shall cease;

• 12.6.2. the Licensee shall cease all activities authorised by this Licence;

• 12.6.3. the Licensee shall immediately destroy or return to Haulmont (at its option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Haulmont (at its request) that it has done so.

13.1. The Licensee shall not:

• 13.1.1. sub-licence, assign, novate, transfer, mortgage, charge or deal in any manner with any or all of its rights and obligations under this Licence in whole or in part; and

• 13.1.2. allow the Software to become the subject of any charge, lien or encumbrance

13.2. Haulmont may at any time sub-licence, assign, novate, transfer, mortgage, charge or deal in any other manner with any or all of its rights or obligations under this Licence.

No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.1. This Licence constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter of this Licence.

15.2. Each party acknowledges that, in entering into this Licence, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Licence. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Licence (whether made innocently or negligently) shall be for breach of contract.

15.3. Nothing in this clause shall limit or exclude any liability for fraud.

No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Licence.

Subject to clause 8.5, a person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

19.1. Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Neither party shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one month, either party may terminate this Licence by giving 14 days' written notice to the other party.

21.1. Any notice given to a party under or in connection with this Licence shall be in writing and shall be:

• 21.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or (in respect of the Licensee) to the address provided by the Licensee when it registered to download the Software; or

• 21.1.2. sent by fax to its main fax number.

21.2. Any notice shall be deemed to have been received:

• 21.2.1. if delivered by hand, on signature of a delivery receipt;

• 21.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

• 21.2.3. if sent by fax, at 9.00 am on the next Business Day after transmission.

21.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the avoidance of doubt, "writing" shall not include e-mail for the purposes of this clause.

22.1. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22.2. Each party irrevocably agrees that all disputes or claims arising out of or in connection with this Licence or with its subject matter or formation (including non-contractual disputes or claims) shall be finally resolved by arbitration under the rules of the London Court of International Arbitration in force at the date of the dispute or claim. It is agreed that:

• 22.2.1. the tribunal shall consist of one arbitrator;

• 22.2.2. in default of the parties' agreement as to the arbitrator(s), the appointing authority shall be the London Court of International Arbitration;

• 22.2.3. the language used in the arbitration shall be English; and

• 22.2.4. the seat of arbitration shall be London, England.