NANOCOSMOS SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement (this ÒAgreementÓ) is entered into and effective as of January __, 2023 (the ÒEffective DateÓ), by and between Nanocosmos Informationstechnologien GmbH, a German company (ÒLicensorÓ), with an address at Am Borsigturm 50, 13507, Berlin, Germany, and ÒYOUÓ: __________ LicenseeÓ or ÒCustomerÓ, Licensor and Licensee may each be referred as a ÒPartyÓ and together as the ÒPartiesÓ. Recitals/ Subject Matter of this Agreement Licensor agrees to license to Licensee use of the Software (as defined in Section 1(a) and/or Exhibit A) and/or Custom Development (as defined in Section 1(e)), all as more fully set forth in any mutually executed order form between the Parties (each, an ÒOrder FormÓ). Each Order Form is subject to and governed by the terms of this Agreement. In the event of a conflict between the terms of an Order Form and this Agreement, the terms of the Order Form will govern. NOW, THEREFORE, Licensor and Licensee agree as follows: 1. Definitions. Specifics of the Software may be found Exhibit A, Exhibit B, Exhibit C (each such exhibit is, by this reference, hereby incorporated into this Agreement and made a part of this Agreement) in or on a separate quote, Order Form, or invoice in combination with this Agreement. Any separate document for the Software or Custom Development shall be governed by the terms and condition of this Agreement. (a) ÒSoftwareÓ means software and any related documentation provided by Licensor under this Agreement. The Software may be provided as: (1) installable software units for end user devices (e.g., PC, desktop, mobile), or server system; (2) Web based software running in a browser (e.g., HTML/JS, Web Player); and/or (3) Server-based or cloud-based services (online services), for example dashboards, REST API. In the event Custom Development is added, it is part of the Software, in the event not otherwise specified. (b) ÒCombination ProductsÓ means Licensee product(s) / Application Program meant to be used in combination with or integration of the Software. (c) ÒUpdateÓ means a version of the Software that incorporates modifications necessary to maintain the functions, capabilities, and performance of the Software, including, but not exclusively limited to, bug fixes and modifications to improve quality, reliability, speed, ease of use, and ease of maintenance, provided by the unsolicited decision of the Licensor so long as such Update does not materially decrease the intend functionality of the Software. (d) ÒUpgradeÓ means a version of the Software that incorporates new features or functions, or includes revisions to the Software as necessitated by (1) new feature requests, or by (2) the additional requirement to be integrated or made compatible with any software or specifications not part of the Software and not specified in Exhibit A, Exhibit B, or a separate quote or invoice, that is owned or licensed by Licensee or a third party. This includes, but is not limited to, additional support for new types of video file compressions or streaming protocols, and additional server/service or API features. Upgrades are not integral part of this Agreement. (e) ÒCustom DevelopmentÓ means additional development services separate from the Software, provided by Licensor. Generally, Custom Development is considered an Upgrade to the Software, covered by the same licensing terms, in the event not otherwise specified. (f) ÒUnitÓ means one installed copy of the Software meant to run on one machine or device, including a temporary downloaded software (e.g., desktop, mobile, web application in a browser) (g) ÒServerÓ means a Unit (PC, workstation or server machine) running in unattended ÒserverÓ mode to provide services to other units, devices, PCs or servers. (h) ÒServicesÓ means any collective combination of Software, Customer Development, Support, or any other services ordered by Licensee pursuant to an Order Form. (i) ÒSupportÓ means assistance and/or updates provided by Licensor to trouble shooting requests by Licensee for issues regarding installation and maintenance on LicenseeÕs computers. Support only includes support to Licensee, not including End Users. (j) ÒCustomer ContentÓ (ÒUser DataÓ) means content, software, data, files, video or information of Customer and/or End Users, including third-party content, software, data and equipment, provided or made available to Licensor for storage, delivery or otherwise in connection with Services. (k) ÒCustomer DataÓ means all data generated by and/or otherwise identifies Customer and its End Users in connection with the Services. Customer Data may include, but is not limited to, Customer and End User names and contact information, data necessary for account establishment, billing data, and content transmission data when such data identifies Customer or any End User. (l) ÒEnd UsersÓ means any users that access Customer Data or Customer Content, or that use the Services. (m) ÒTaxesÓ means any applicable foreign or domestic taxes, tax-like charges, tax-related charges and other charges or surcharges assessed in connection with Services, including all excise, use, sales, value-added and other fees, withholding tax, surcharges and levies. (n) ÒDefectÓ means an occurrence in which any aspect of the Services does not operate according to the applicable service levels (including the Support Level Agreement (as defined in Section 10.1)), specification, or accepted use. (o) ÒOrder FormÓ is a document that records the business transaction between Licensor and Licensee. It is a written notification based on a procurement order form, PDF, email, online order form, or other document. 2. License. Subject to the terms and conditions set forth in this Agreement and as agreed in an Exhibit or Order Form, Licensor grants Licensee a non-exclusive, fee paid upfront, non-transferable (except as otherwise permitted in Section 16.1) limited license to do one or more of the following (the ÒPermitted UsesÓ): 2.1 Evaluation license: is a license for a limited time, allowing only the internal evaluation and demonstration of the Software with the purpose of testing against customer requirements and fitness. During Evaluation, the Software may not be used for commercial purposes beyond functional demonstration. In the event not otherwise specified, the evaluation period is limited to seven (7) days from the first use. Longer evaluation periods or demonstrations to third parties or other commercial use are not covered by an evaluation license and are only possible with a commercial license after payment of a usage fee. 2.2 Commercial usage and redistribution: (a) End User single installation license use the Software in a runnable form (binary object code or client scripts) in one running instance on one device per End User (b) redistribution license: (i) combination product license (SDK) use the Software in binary object code form in order to produce and run one Combination Product like a customer-branded application (web application, mobile app or desktop app) (ii) redistribution license (OEM) market the Software, as embedded in the Combination Product; and distribute and grant licenses to distribute (directly or indirectly through any distribution channel) the Software to End Users, as embedded in one Combination Product. (c) Web-based online license: run the Software on a Server or online web page with temporary download on Customer machines. 2.3 restricted license: License may be restricted to: (a) a certain expiration time; (b) a Server, domain or service; Server license is a license to install and/or run the Software on one (1) Server. Service license or domain License is a license allowing the usage of the Software for one networking service or internet domain, e.g. mydomain.com (c) subscription model; and/or in the renewed license model (subscription), any further usage beyond the subscribed time is forbidden. (d) concurrent use. the number of installed or concurrent uses may be limited Specific usage limitations in a restricted license shall be specified in the exhibits or separate written agreements such as an order form or invoice. 2.4 Code: Any source code delivery is not included in this agreement. 3. Restrictions. 3.1 The copies of Software provided to Licensee under this Agreement are licensed, not sold. Licensor reserves all rights not expressly granted. 3.2 Licensee will not: (a) reverse assemble, decompile, reverse engineer, or otherwise attempt to derive source code or the underlying ideas, algorithms, structure, or organization from the Software including binary object code or any script code or any other Licensor Confidential Information (as defined in Section 12.1); (b) export or re-export the same in violation of any applicable laws, rules, or regulations (collectively, ÒApplicable LawÓ); (c) except as otherwise provided in this Agreement, cause or permit unauthorized copying, reproduction, or disclosure of any portion of the Software, or the delivery or distribution of any part thereof, to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor; (d) sell the Software as a stand-alone or repackaged product separate from the Combination Product without LicensorÕs prior written consent; or (e) seek to register the Software under any patent or copyright, or register LicensorÕs trade name or trademarks, except as may be requested by or consented to in writing by Licensor. Should Licensee register any patent, copyright, or trademark of the Software without the written consent of Licensor, such registration shall automatically be deemed to inure to the benefit of Licensor. 3.3 The Software is not designed, licensed, or intended for use in the design, construction, operation or maintenance of any dangerous environments or purposes which might be harmful to human health and the licensor disclaims any express or implied warranty of fitness for such uses. 3.4 The Software must not be used for illegal or illicit purposes for the place of jurisdiction of either license party or for the place where the Software is made available to End Users by Licensee.. 3.5 The Software may contain sample source code in the form of example applications and code fragments (collectively, the ÒSample Source CodeÓ). The Licensee may only use the Sample Source Code internally for the Permitted Use. 3.6 In the event not otherwise specified in a written quote, order form, or purchase order, Licensor reserves the right at any time to alter the price, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of the Software. 3.7 Use by Contractors. Subject to the terms and conditions of this Agreement, LicenseeÕs Contractors may only use the licenses granted to Licensee in case such use is only for LicenseeÕs benefit. If so, Licensee (i) has to safeguard that such Contractors are bound to confidentiality obligations no less protective than those in this Agreement, and (ii) shall remain responsible for each such ContractorÕs actions or omissions (including compliance with all of the terms and conditions of this Agreement). ÒContractorÓ means any third party contracted by Licensee to perform development services on its behalf. 3.8 Additional Upgrades, features, additions, and Custom Development on top of the Software shall be paid additionally based on mutual agreement. 3.8 Licensee may not commercially use, sell, distribute, or show the Software before the license fee is paid or after the paid license period has expired. Product royalty and licenses shall be paid by Licensee in advance of the licensing period. 4. Fees/Payment. 4.1 Licensee shall pay Licensor the license fees set forth in the applicable Order Form in accordance with the payment schedule set forth therein. Such license fees are due and payable upfront based on the payment schedule. 4.2 ARREARAGES: Payments not made in accordance with the payment schedule or within seven (7) days of invoicing will be deemed in delayed arrears. For accounts in arrears, without the requirement of providing notice of such arrears, Licensor may suspend service to such account and bring legal action to collect the full amount due, including any collecting fees and costs. 4.3 SUSPENSION FOR NONPAYMENT: If Licensee is past due on their balance, Licensor may suspend LicenseeÕs account. Software or Services may be temporarily disabled during the suspension period. Licensor has the right to delete LicenseeÕs account and data at the final termination notice. 4.4 The license fee is respectively: (a) a one-time, non-refundable (NR) fee, (b) a distribution royalty per unit (c) a time-limited renewed subscription fee (recurring payments) or a combination of these, as upon usage and distribution of the Combination Product or Service, as described in an Order Form, or Exhibit or a separate quote or invoice. 4.5 Licensor accepts major credit cards, wire transfers and PayPal payments in LicenseeÕs sole discretion. Other payments may be agreed separately. 4.6 Upon the expiration or termination of this Agreement, LicenseeÕs account will be deactivated, and Licensee will no longer be able to log into LicensorÕs site and/or have any access to the Services. Except in the case of subscription commitments you have agreed to, which shall be non-refundable, as permitted by law, if you cancel, you agree that fees for the first month of Services and any start-up costs associated with setting up CustomerÕs account that were pre-approved in writing by Customer (ÒStart-up CostsÓ) shall be non-refundable, as permitted by Applicable Law. 4.7 Licensee is entirely responsible for the payment of all taxes, including value-add tax (ÒVATÓ), but excluding any taxes based on LicensorÕs gross revenues or net income. 4.8 BILLING AND PAYMENT: The term of this Agreement shall be frequently renewed (typically monthly) if the Subscriber signs up electronically for the Services by creating an Account with an email address. All invoices are denominated, and Subscriber must pay, in EUR or U.S. Dollars. Subscribers are typically billed monthly on or about the first day of each month, with payment due no later than seven (7) days past the invoice date. On rare occasions, a Subscriber may be billed an amount up to the Subscriber's current balance to verify the authenticity of the Subscriber's account information. This process ensures that Subscribers without a payment history are not subjected to additional scrutiny. Monthly fees and renewal fees will be billed at the rate agreed to at purchase. Any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement. 4.9 Licensor may use third-party payment processors (the "Payment Processors") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for use of the paid Services. The processing of payments may be subject to the terms, conditions, and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment 4.10 Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your payment method, go to https://www.nanocosmos.net/contact or sales@nanocosmos.net. 4.11 Licensee must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processors if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above. 5. Term/Termination. 5.1 The term of this Agreement is for the time written in quote/invoice or at least 3 month if not otherwise specified in an order form, quote or invoice, from the Effective Date and will automatically renew for subsequent terms 5.2 Either Party may terminate this Agreement or any Order Form for convenience (without cause) upon delivery of thirty (30) daysÕ advance written notice to other Party. 5.3 Either Party may immediately terminate this Agreement or any Order Form upon delivery of written notice to the other Party in the event the other Party fails to perform any material term of this Agreement or Order Form (as applicable), provided that the non-breaching Party delivered a prior separate written notice to the breaching Party specifying the nature of the failure and such failure to perform continued for a period of seven (7) days after the breaching PartyÕs receipt of such separate written notice. 5.4 Upon expiration or termination of this Agreement for any reason, Licensee will: (a) cease all usage and distribution and use of the Software promptly, (b) promptly return or destroy all Licensor Confidential Information and all copies of the Software and all backups; (c) in the event applicable, pay all open, fees due then to Licensor 5.5 Licensor will not provide support or update Services after expiration or termination of this Agreement. 5.6 Notwithstanding any other provision of this Agreement, Sections 3, 4, 5, 6, 7, 10, 12, 15, and any term, which by its nature or express terms is intended to survive expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement. 5.7 Licensor may, upon giving written notice to Licensee, without prejudice to any of LicensorÕs rights to terminate this Agreement or any Order Form, suspend provision of all or any of Services in the event that: (a) Licensee has failed to fulfil its payment obligations under any Order Form beyond any applicable notice and cure period with respect solely to accurate and undisputed fees; (b) suspension of Services is required in order to comply with the directive of an applicable governmental or regulatory authority and/or court of competent jurisdiction. (c) Licensor has grounds for suspecting that Licensee is committing any illegal or unlawful act in connection with the use of Services, including third-party copyright and content ownership violations; and/or (d) any other provision within this Agreement or applicable Order Form allows Licensor to suspend provision of all or any of Services. 5.8 In the event any Services are suspended because of LicenseeÕs act or omission (a) Licensee shall remain liable to pay the respective Fees as if Services had been properly provided by Licensor. (b) Licensee shall reimburse Licensor for any additional charges and expenses incurred due to the suspension and/or recommencement of Services. 5.9 Upon Termination due to legal breach of this Agreement, Licensee shall pay Licensor a penalty of at least the initial software license and one year usage and distribution fee, limited to EUR Û 15000. 6. Representations, Warranties, and Covenants. 6.1 Because of the diversity of conditions of hardware and software environments under which the Services may be used, the Parties agree that it is not possible to make software that is error-free for all conditions of use. A failure of or error in any part of the Software to be suitable for the Licensee's requirements will not give rise to any right or claim against the Licensor or its suppliers. 6.2 Licensor warrants to Licensee for a period of thirty (30) days from the delivery of the Software that: (a) the Services will substantially comply with the terms and conditions of this Agreement as well as the specifications set forth in Exhibit A and any applicable Order Form under normal use as verified by Licensee during Evaluation Use (b) the Services shall comply with all Applicable Law in performing this Agreement or any Order Form (c) the Services will be performed in a good and workmanlike manner by qualified personnel with the requisite skill and experience to perform the Services; (d) Licensor has all rights and licenses necessary to grant the rights and licenses granted under this Agreement and the authority to enter into this Agreement 6.3 Licensee represents, warrants, and covenants to Licensor that: (a) it has the authority to enter into this Agreement; (b) it is responsible for all warranties it makes to its End Users; (c) it will use the Services only for lawful purposes, and will comply with all Applicable Law; (a) it disposes of sufficient software and hardware as well as a sufficiently dimensioned internet connection in order to use the Services including the Software; and (d) its access to and collection, use, relocation, storage, disclosure, and disposition of Customer Data will comply with all Applicable Law, including without limitation, all privacy and data security laws 6.4 Licensee shall not make any representations or warranties to its End Users regarding the Software or sell the Software as a stand-alone product without LicensorÕs prior written consent. 6.5 Licensee shall provide up free NFR (not-for-resale) access of the Combination Product to Licensor, or free access to a web service which includes the Software, which Licensor shall use solely for internal purposes. 6.6 Licensor does not make any other warranties or representations with respect to the subject matter of this Agreement, and disclaims all other warranties, express or implied, including but not limited to, warranties of merchantability and fitness for a particular purpose. 6.7 Licensor and its suppliers do not warrant that the Software will be free from all known viruses and defects. Licensee is solely responsible for virus scanning the Software. 6.8 Licensor and its suppliers do not warrant that the Software will enable the Licensee to render its products compatible with the Licensor or its suppliers' products. 6.9 Licensor does not guarantee interoperability with any third-party components, hard- or software. To the extent required or allowed, in the event Licensor makes available to Customer a third-party product in connection with LicenseeÕs use of the Services, such as server or device hardware, operating system or other software, Licensor will pass through to Customer any such manufacturer warranties related to such third-party products. Notwithstanding the foregoing, Licensee acknowledges that Licensor is not responsible for the availability or for the fulfilment of any third-party product warranty or for problems attributable to use of third-party products. ALL THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED BY LICENSOR ON AN "AS IS" BASIS. Licensor reserves the right to suspend or terminate any third-party products at any time. 6.10 Notwithstanding anything else in this Agreement or otherwise, Licensor does not make any other warranties or representations with respect to the subject matter of this Agreement, and disclaims all other warranties, express or implied, including but not limited to, warranties of merchantability and fitness for a particular purpose. Licensor will not be liable or obligated with respect to any subject matter of this Agreement or under any contract, negligence, strict liability or other legal or similar instrument for any special, indirect, incidental, or consequential damages, including data loss. Notwithstanding anything else in this agreement or otherwise, except for indemnity obligations of a party under this Agreement, the total liability, in the aggregate, of each party with respect to any subject matter of this Agreement shall be limited to the total fees paid to Licensor hereunder in average per one year. 6.11 The license agreement covers license fees but does not cover potential third-party patent fees. If applicable, License is separately responsible for any fees payable to patent holding organizations based on the type of product that is distributed, and Licensee shall pay such fees separately from the consideration herein. 7. Indemnification. 8. Copyright and Attribution. 8.1 Licensee acknowledges that the Software and all supporting documentation constitute valuable property of Licensor and that all title and ownership rights in the Software and related materials remain exclusively with Licensor. Licensee will also use commercially reasonable efforts to promptly notify Licensor of any possible infringement of any trademarks or other proprietary rights relating to the Software of which Licensee becomes aware. 8.2 Licensee shall include the following copyright notice with each Application Program incorporating the Software: Portions based on nanocosmos Technology Copyright © nanocosmos, https://www.nanocosmos.de. This copyright notice may be placed with other copyright notices, including LicenseeÕs own copyright notice, or in any reasonably visible location in the application's packaging, software, or documentation. 8.3 In respect to copyright and intellectual property rights, and If not otherwise agreed, Licensor has the right to reference to the LicenseeÕs name and product in communication with 3rd partys and publicly available material (e.g. website for marketing purposes, case studies, customer references). 9. Licensee Feedback. Licensee may communicate to Licensor any and all modifications, design changes or improvements of the Software suggested by Licensee. Licensee further agrees that Licensor shall have and is hereby assigned any and all right, title and interest in and to any such suggested modifications, design changes, or improvements of the Software, without the payment of any additional consideration for Licensee 10. Technical Support and Maintenance. 10.1 Provided that Licensee is not in material breach of this Agreement, Licensor shall provide technical support to Licensee for Defects to the Services. Support for LicenseeÕs End Users, including third-party developers and client machines is not included. Licensor agrees to comply with the terms and conditions of the Support Level Agreement attached hereto as Exhibit D (the ÒSupport Level AgreementÓ), which, by this reference, is hereby incorporated into this Agreement and made a part of this Agreement. The support term and possible additional support fee is mutually agreed to in a fully executed Order Form or Support Level Agreement. 10.2 In case of support and issue requests by Licensee to Licensor, Licensee is responsible to send a complete issue report and provide all required information and material to exactly reproduce the technical setup which leads to any reported issue and provide commercially reasonable access and information to Licensee setup or machines, including remote login support and third-party components with capability of installing or debugging software, creating log files and performing other configuration changes to Licensee machines. 10.3 Licensor is not obliged to remedy Defects caused by (each, an ÒExcluded CauseÓ): (a) third-party equipment or software not provided by Licensor; (b) LicenseeÕs equipment or software; (c) any use of the Services in violation of the terms of this Agreement or applicable Order Form; (d) LicenseeÕs grossly negligent actions or interventions; (e) any third partyÕs actions or interventions (excluding actions or interventions by LicensorÕs affiliates and/or LicensorÕs subcontractors); (f) a Force Majeure Event; and/or (g) the suspension, interruption or termination of Services in accordance with the Agreement. Further to this, interruptions to the Services in part or as a whole due to Scheduled Maintenance are not considered Defects. 10.4 Licensee acknowledges that Licensee shall reimburse Licensor for any Service provided by Licensor if Licensor was not obliged to provide this Service due to an Excluded Cause. In particular, Licensor reserves the right to charge Licensee for resources devoted by Licensor to the receipt, investigation, troubleshooting and/or clearance of Defects reported by Licensee that are not attributable to Licensor (e.g., no Defect is found, or the reported Defect is caused by an Excluded Cause). If a Defect reported by Licensee is found not to be attributable to Licensor, then Licensee shall compensate Licensor at LicensorÕs then current hourly rates (depending on the level of technical qualification of LicensorÕs personnel that investigated the alleged Defect) and for any expenses Licensor may have incurred (e.g., for using LicensorÕs affiliates and/or LicensorÕs subcontractors) when investigating and/or remedying the alleged Defect. Licensor will invoice these charges for the Defect support and Licensee shall make payment in accordance with the terms of the Agreement. 10.5 Engineering fees and schedules for requested Support, Updates or Upgrades to the Software will be negotiated with Licensee at the time of LicenseeÕs request and the consulting fees therefor shall be agreed upon by the Parties in a fully executed Order Form prior to any fees being incurred. 10.6 Each Party will provide a person/means of communication with each other for business and technical reasons. 11. Product Registration/Activation. For some parts in the Software, a product registration and/or activation technology might be required. Unregistered Software may be non-functional or subject to evaluation. During registration, a serial number or activation code will be issued to Licensee for one or more components. Upon entering a valid serial number for a component (registering the component), the registered component will be released of its evaluation and/or non-functional limitations. Licensee agrees not to disclose any serial number issued to Licensee to any third-party. The product registration for redistribution might need to be renewed regularly for protection reasons. If not otherwise specified in quote or invoice, the activation and unlocking may be done by a one-time or recurring web or other internet connection, which might require a network connection to a host within LicenseeÕs or LicensorÕs organization. 12. Confidential Information 12.1 Each Party agrees that all source and object code, trade secrets, databases, software, designs and techniques, programs, engine protocols, models, displays and manuals, customer habits, marketing or sales plans, sales forecasts, pricing strategies, costs, pricing information, customer information, vendor information, financial documents, inventions, algorithms, know-how, ideas, and all business, technical and financial information it obtains from the other Party are the confidential property of the other Party (and eachÕs affiliates and subsidiaries) and its suppliers (ÒConfidential InformationÓ). 12.2 Except as permitted herein, each Party will hold in confidence and not use or disclose any Confidential Information of the other Party. Each PartyÕs non-disclosure obligation will not apply to information that (a) is or becomes (through no improper action or inaction by the receiving Party) generally available to the public, or (b) was in the receiving PartyÕs possession or known by it without restriction prior to receipt from the disclosing Party, or (c) was rightfully disclosed to the receiving Party by a third party without restriction, or (d) was independently developed by employees of the receiving Party without use of or access to any Confidential Information of the disclosing Party. The receiving Party of the Confidential Information will use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Confidential Information as the receiving Party uses with respect to its own Confidential Information. The receiving Party may disclose or provide access to its responsible employees who have a need to know Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The receiving Party shall remain responsible for any use of the Confidential Information inconsistent with this Agreement as though such use was performed by the receiving Party itself. 12.3 The receiving Party may make disclosures required by law or court order provided the receiving Party gives the disclosing Party prior written notice of such required disclosure (to the extent permitted by Applicable Law and, in the event such prior written notice is not permitted under Applicable Law, as soon as permitted under Applicable Law) and allows the disclosing Party to participate in the proceeding. Each Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 12 and that such breach would cause irreparable harm to the non- breaching Party; therefore, the non-breaching Party shall be entitled to seek immediate injunctive relief, without an obligation to post a bond in addition to whatever remedies it might have at law or under this Agreement. 13. Online Services. This Section is only applicable when using the Services on LicensorÕs service infrastructure. 13.1 Licensor will provide the Services to Licensee as specified in a fully executed Order Form, subject to the terms and conditions herein. Licensor will not be bound to provide Services until the applicable Order Form has been fully executed; however, in the event Licensee begins using Services before the Òservice start dateÓ specified in an applicable Order Form, the provision and use of such Services nonetheless will be governed by the terms of this Agreement and the applicable Order Form. 13.2 Limitations of Use of the Services. Licensee will only use the Services with Customer Data to which it has full right, title, or license. Licensee represents, warrants, and covenants that its use of the Services and related backup to and storage of Customer Data complies and will comply with all Applicable Laws, including those related to data privacy, data security, international communication, and the exportation of technical, personal, or sensitive data. Licensee is solely responsible for Customer Data. Except as provided in the Data Privacy Addendum or Section 6.3(e) and otherwise herein, Licensee is responsible for protecting the security of Customer Data, including any access to Customer Data that Licensee provides to its employees, customers or other third parties, and when it is in transit to and from the Services. Licensee will maintain commercially reasonable measures regarding the security, protection, and backup of Customer Data. Licensee is responsible for providing any necessary notices to End Users and for obtaining any legally required consents from End Users concerning their use of the Services. Licensee is responsible for any losses or other consequences arising from LicenseeÕs failure to encrypt or back up User Data. Licensee will have and maintain appropriate policies and procedures for cybersecurity and to ensure compliance with its regulatory or legal obligations. 13.3 Licensee is not allowed to, and will take commercially reasonable steps to ensure not to: (a) use any Service in a manner that violates any Applicable Law; (b) use any Service in a manner that infringes any third partyÕs copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) Use the Services to distribute unsolicited content, email, or SPAM (d) Use the Service in a manner that materially interferes with, disrupts, or causes an excessive or disproportionate load on LicensorÕs infrastructure (or affiliates or subcontractors); (e) use the Services to commit, or attempt to commit, acts of non-authorized relays through any third-party systems; (f) use the Services to do heavy load testing, port scanning, or other security scans; (g) use the Services to distribute viruses, trojan horses, worms, or other similar harmful or deleterious programming routines (including port scanning); (h) use the Services to gain unauthorized access to or attempt to interfere with or compromise the normal functioning, operation, or security of any network, system, account, computing facility, equipment, data, or information, or to use the Service to engage in any activities that materially interfere with the ability of others to access or use the Service or the Internet; or (i) use the Services to distribute third-party content in an unauthorized or unlawful way; (j) Use any Service to commit any act that is defamatory, threatening, harassing, or may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to anyone; or may create a risk of any other loss or damage to any person or property; or may constitute or contribute to a crime or tort; or contains any information or content that is illegal, unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, or otherwise objectionable; or contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. 13.3 Licensee acknowledges that Licensor (a) does not own or control all local circuit links, leased co- location spaces, leased space cross-connects, Internet service providers (ÒISPÓ) providing connectivity to Licensor, other networks outside the connectivity to Licensor or ISPs, or the ÒInternetÓ and except as set forth in this Agreement, Licensor will not be responsible for performance or non-performance within such networks or within non-Licensor operated interconnection points between the connectivity and other networks; (b) is a mere intermediary (i.e., mere conduit in accordance with article 12 of Directive 2000/31/EC on E-Commerce and the implementing article 60 of Luxembourg E-Commerce Act of 14 August 2000) for transmission of Customer Content and does not exercise editorial or other control over such materials; and (c) will not be responsible for, and expressly disclaims any liability arising from, any such materials or other data accessible on the Internet or for any actions taken on the Internet. 13.4 Licensor may at any time, and without notice, use the Services of one or more affiliates, suppliers or sub-contractors or sub-processors (collectively, ÒLicensor ContractorsÓ) in connection with the performance of its obligations under this Agreement, and LicenseeÕs obligations to Licensor extend to those parties when acting on LicensorÕs behalf. 13.5 Defects/Interrupts. The Parties acknowledge that it may be technically impracticable to provide Services free of any Defects or interruptions. Therefore, Licensor cannot and does not guarantee that Services will be uninterrupted or error free. To be eligible for a Service Credit under any support or the Support Level Agreement, Licensee must be in good standing with no delinquent invoices, in addition to any other requirements under the Support Level Agreement. Licensor shall use commercially reasonable efforts to provide the Services without interruptions (including the service levels), subject to and in accordance with the terms of the Support Level Agreement. 13.6 Scheduled Maintenance. Licensor or any Licensor Contractors will from time to time carry out routine maintenance or improvements to the network, facilities, network equipment or other technical equipment required for the provision of the Software or Services (ÒScheduled MaintenanceÓ). Scheduled Maintenance may cause interruptions to the Services in part or as a whole. Licensor may carry out Scheduled Maintenance which is unlikely to affect the Services at its own discretion and without notice. For Scheduled Maintenance which will likely cause interruptions to the Services in part or as a whole or any other problems for the Licensee, Licensor will notify Licensee in writing in advance for maintenance notifications. Such notification will include time and date, duration, and description of any such work. Notwithstanding the foregoing, in the event Licensor reasonably believes in good faith that timely providing such notice would result in an unacceptable risk of a Defect, damage or loss of integrity to the Licensor network, Licensor may perform such work and may serve written notice to Licensee of the need to perform emergency maintenance on the network within a notice period reasonably practicable under the given the circumstances. 13.7 Service payments. Online services are paid in advance per usage period in accordance with the applicable Order Form. For volume-based usages, payments are based on estimated service usage. Overuse of the agreed volume will either be automatically charged or pre-paid in advance, as specified in the applicable Order Form. Licensor may limit its Services for non-paid overuse of the service. 14. Customer Data 14.1 Licensee acknowledges that Licensor, its Affiliates and their respective agents will, for the purpose of the provision of Services, come into processing of Customer Data. However, Licensee shall remain the data controller for the purposes for the applicable data protection laws with Licensor, its Affiliates and their respective agents having only the functions of data processor acting on behalf of Licensee. 14.2 Licensor will use reasonable technical and organizational measures to protect Customer Content and Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against other unlawful forms of processing. Licensee will provide Licensor with direction as to processing of the Customer Content and Customer Data in accordance with LicenseeÕs then current privacy policy and other privacy laws, rules and regulations applicable to Licensee. Without prejudice to any legal constraint, all use of Customer Data by Licensor will be at Licensee direction and solely on behalf of Licensee, including as set forth in this Agreement. 14.3 Licensee acknowledges and agrees that Licensor, its Affiliates and their respective agents may use, process and/or transfer Customer Data (including transfers to entities in non EU countries that do not offer an adequate level of protection for the processing of personal data as required EU regulations like GDPR: (i) in connection with the provision of Services; and (ii) to incorporate Customer Data into databases controlled by Licensor and its Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, support, development, sales, marketing and Customer use analysis. 14.4 Licensee warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of End User Data and other Customer Data as described in this Section. Licensee shall comply with all applicable data protection laws, specifically execute all respective Model Contracts for the transfer of personal data to third countries and take other actions required. This shall include inter alia making notifications or obtaining authorisation from authorities of the relevant jurisdictions regarding the transfer of End User Data and other Customer Data by Licensor outside the EU/EEA. 14.5 Licensee will not provide to Licensor any Customer Content: (a) that is inappropriate or unlawful; (b) contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code or any other content, which may compromise the Services or LicensorÕs network; (c) that violates the property rights of others, including unauthorized images, programs, trademarks or other Intellectual Property Rights; or (d) that has any links or connections to any of the above. 15. Privacy / Data Protection Additional privacy rules may be defined in a separate document/attachment. 16. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature (each, a ÒForce Majeure EventÓ). The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the PartiesÕ respective obligations hereunder shall resume. The affected Party shall use commercially reasonable efforts to minimize and remediate the cause of non-performance and resume performance upon removal of such cause. In the event a Force Majeure Event remains in effect for longer than fourteen (14) days, either party may terminate this Agreement. 17. Miscellaneous. 17.1 Licensee may not assign this Agreement without the consent of the other party to another party, except to a subsidiary or to a successor to all or substantially all of its assets or business. 17.2 Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other. 17.3 Full customer details are mandatory: Full Name, Email, Web Page, Phone, Address of person or company, reg.no. Any written notice or demand in connection with this Agreement will be sent by registered or certified mail or email (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other Party at the address set forth below in Exhibit. All such notices and demands in connection with this Agreement will be deemed given as of the day they are received by the other Party. Any Party may change the address at which it receives notices by giving written notice to the other Party in the manner prescribed by this Section. 17.4 Any action related to this Agreement shall not be unreasonably withheld, conditioned, or delayed. 17.5 Any waivers or amendments will be effective only if made in writing. 17.6 From time to time this Agreement, the Terms, ÒLegal DocumentsÓ may be modified by Licensor. 17.7 In the event any provision of this Agreement is unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. To the extent permitted and possible, the invalid or unenforceable term(s) shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. 17.8 This Agreement will be construed under the laws of Germany with the place of jurisdiction Berlin, Germany, without regard to conflicts of law provisions thereof. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. 17.9 This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. 17.10 Any translation of this Agreement provided is for your convenience. To the extent of any discrepancy between the English language version and the translation, the English language version shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 17.11 Each Party will be responsible for its own legal, accounting, and other expenses incurred by it in connection with the negotiation, execution, and delivery of this Agreement 17.12 All rights and remedies contained in this Agreement shall be cumulative and shall not limit any other right or remedy to which a Party may be entitled 17.13 No waiver of any term or condition hereof shall be effective unless in writing and signed by the authorized representative of the Party against whom such waiver is asserted. Any waiver shall be specifically limited to its terms and conditions, and shall not be deemed applicable to subsequent like circumstances 17.14 The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment, or fiduciary relationship among the Parties. [Signatures on following page.] [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date. LICENSOR: LICENSEE: NANOCOSMOS INFORMATIONSTECHNOLOGIEN GMBH By: By: Name: Name: Title: Title: [Signature page to Software License and Services Agreement, dated as of ___, 2023) Exhibit A Ð LICENSOR Specifications Software and Services specified in this Agreement or a fully executed Order Form, as packaged with this agreement, or specified separately, or verified by Licensee based on Evaluation Use and within licenseeÕs testing environment. Software components and supported system environments: nanoStream Cloud Live Streaming Platform (online services), based on a specific volume used by Licensee (number of connections, streams, data transfer, and other specifications) [DETAILS MAY BE SPECIFIED IN A SEPARATE QUOTE / INVOICE / PURCHASE / FULLY EXECUTED ORDER FORM] Exhibit B Ð LICENSEE Application Programs and Combination Product(s) Application program or web application used as Combination Product for integrating Software from Exhibit A. TO BE SPECIFICED BY LICENSEE [DETAILS MAY BE SPECIFIED IN A SEPARATE QUOTE / INVOICE / PURCHASEFULLY EXECUTED ORDER FORM] Exhibit C Ð License Model and License Fees License Model: LICENSE FEE AND DETAILS - SPECIFIED IN A SEPARATE QUOTE, INVOICE OR PURCHASEFULLY EXECUTED ORDER FORM DEFAULT MODEL IF NOT OTHERWISE SPECIFIED: MONTHLY RENEWED SUBSCRIPTION WITH RECURRING PAYMENTS FOR ONLINE SERVICES Exhibit D Data Processing and Privacy Agreements A Data Processing Agreement (ÒDPAÓ) and privacy agreement may be addendum to this Agreement dependent on legal requirements such as GDPR in EU. ? Exhibit E Ð SUPPORT LEVEL AGREEMENT (SLA) [DETAILS MAY BE SPECIFIED IN A SEPARATE ORDER FORM] This Licensor Support Level Agreement (this ÒSLAÓ) covers two (2) different components: 1. Services, Software, API and integration support (nanoStream SDKs, player API, É) 2. Online services: nanoStream Cloud service operation Response Time There are several possible support options with availability based on our office hours 10.00 am Ð 6 pm CET 1. 8/5: (8 hours per day / 5 days per week) 2. 24/7: (24 hours per day / 7 days per week) 3. 16/5: (16 hours per day / 5 days per week) Usually included in the basic agreement: 8/5 support, Òbest effortÓ, target reply time < 48 hours Additional priority support levels are available dependent on additional agreement and urgency and severity of possible support issues. Basic support includes 24x7 access to online resources, customer service, documentation, whitepapers, blog, videos, etc. Example Professional Support Plan: (details require a separate business agreement) Premium 24/7: (24 hours per day / 7 days per week) 24x7 access to Cloud Support via email, chat, and phone Reaction times for professional/premium support plans: ? General guidance/Low severity (minimal problems in the Services with no operational impacts and no functionality issues): < 24 hours ? System impaired (limitation to functionality or usefulness of the Services, but it does not harm the continued operation of the Services): < 12 hours ? Production system impaired (Defects are high-impact issues in which the Services, or a part of the Services, are inoperative or seriously degraded): < 4 hours ? Production system down (critical failure in the operation of the Services or Defects in the Services that causes the Services to be severely impacted or completely shutdown): less than: < 1 hour Uptime Commitment For professional/premium support plans there may be a specific target uptime. Licensor will use commercially reasonable efforts to make the Services available with a monthly uptime percentage of at least 99.99% measured monthly (the ÒUptime CommitmentÓ). ÒUptimeÓ is calculated by taking the total minutes in a month that the Services is available and operational divided by the total minutes available in a month (less any minutes of scheduled maintenance so long as Licensor provides advance written notice to Licensee of any scheduled maintenance and makes commercially reasonable efforts to perform scheduled maintenance In the event any of the Services do not meet the Uptime Commitment, you will be eligible to receive a Service Credit as described below. Monthly Uptime Percentage Service Credit Percentage Less than 99.99% but equal to or greater than 99.0% 10% Less than 99.0% but equal to or greater than 95.0% 20% Less than 95.0% 50% Consulting/development possible based on daily rates or additional requirements specification as agreed upon in a fully executed Order Form. Exhibit F Ð Business Addresses and Contact persons Licensor: Nanocosmos GmbH, , Am Borsigturm 50, 13507 Berlin, Germany Licensee (Personal Name): Business Name: Business Address: Company Reg. No.: Web Page: Business Contact Name: Business Contact Email: Business Contact Phone: Technical Contact Name: Technical Contact Email: Technical Contact Phone: ? Agreement Execution / Signature BY USAGE OF THE SOFTWARE OR SERVICES YOU AGREE TO THESE LICENSE TERMS Licensee: Licensor: By (Company):________________________ By (Company):__________________________ Name:______________________________ Name:________________________________ Title:________________________________ Title:_________________________________ Date:________________________________ Date:_________________________________ Signature / Stamp: __________________________________ ___________________________________ . NANOCOSMOS SOFTWARE LICENSE AND SERVICES AGREEMENT - 2023-02 CONFIDENTIAL AND PROPRIETARY PROPRIETARY AND CONFIDENTIAL - Nanocosmos License Terms © nanocosmos gmbh, https://www.nanocosmos.de - Page 1