END USER LICENSE AGREEMENT

eMagiz Services B.V. (“eMagiz”) and the Customer/Partner (“Customer”) agree that the terms and
conditions of this Agreement will govern each order for Licensed Products and/or Services submitted
by Customer and accepted by eMagiz

I. Purpose of the Agreement

This Agreement and the corresponding terms and conditions set forth herein, including any attached exhibits, govern the license of Licensed Products from eMagiz for Customers internal use. Each Order shall reference this Agreement, thereby incorporating the terms and conditions of this Agreement.

II. Orders and Payments

2.1 Customer may order Licensed Products directly or through a Reseller. The scope of Licensed Products is stated in the Order. “Reseller” means an organization that resells existing products and solutions from eMagiz and develops / (re)markets new products and solutions to end users.

2.2 For each order that is placed through a Reseller, Customer shall be obligated to pay to the Reseller the applicable fees for the Licensed Products and/or Services ordered, as agreed between the Reseller and Customer. If, however, the Reseller ceases to pay eMagiz for Services, Customer agrees that, by written notice of eMagiz to Customer, eMagiz may require that Customer pays eMagiz directly for any renewal of Services, but only in case Customer did not pay ervices to Reseller for the applicable period.

2.3 For each order that is placed directly to eMagiz, all fees and other charges due hereunder are due and payable in full within fourteen (14) days of the date of eMagiz’ invoice to Customer, or later if specified on the invoice. Usage Subscription Fees required for use of any Licensed Products are
due and payable in full within fourteen (14) days of the end of the applicable period. Customer shall be responsible for all shipping and handling costs as well as any sales, use, VAT, transfer and other taxes and duties imposed by any federal, state, municipal or other governmental authority relating to the Licenses granted or the Services provided hereunder. Any amounts owed hereunder to eMagiz shall be paid by Customer in full notwithstanding any withholding tax imposed on Customer by a foreign governmental entity. Customer shall pay interest at the rate of one and one half percent (1.5%) per month (or, if lesser, the maximum amount permitted by law) on all sums due under this Agreement which remain unpaid fourteen (14) days after due, such interest to commence on the due date. Customer shall pay eMagiz’s reasonable attorneys’ fees and costs incurred by eMagiz in collecting overdue amounts and in any litigation arising under or in connection with the Licensed Products and/or this Agreement in which Customer does not
prevail against eMagiz in all of the claims.

III. Grant of License for Authorized Users

3.1 Subject to the terms and conditions of this Agreement and the payment of all applicable subscription fees, eMagiz grants to Customer a limited, non-exclusive and non-transferable license to install and use the Licensed Products programs with which this license is distributed (the “Licensed Products”), including any printed documentation or documentation files published by eMagiz and accompanying the Licensed Products (the “Documentation”), for internal purposes only, limited to the scope (“License Scope”) as described in the Order document. “Documentation”
means end-user documentation provided by eMagiz describing the operational functionality of (elements of) the eMagiz Platform. 

3.2 Customer may also store or install one (1) backup copy of the Licensed Products for archival and disaster recovery purposes. One (1) License for the Licensed Products may not be shared for use on different computers or servers. If a serial number, password, license key or other security device is provided to Customer for use with the Licensed Products, Customer may not share or transfer such security device with or to any other user of the Licensed Products or any other third party. Any other use of the Licensed Products by any third party, except as provided in this agreement is strictly forbidden and is a breach of this Agreement.

3.3 If the Licensed Products are licensed to Customer by one of eMagiz’s authorized ISV or OEM partners or its authorized representatives for use in connection with such ISV or OEM partner’s proprietary host software applications or services (i.e. a limited “Powered by Emagiz” license), then Customer’s permitted use of the Licensed Products will be restricted to such host application or service and its data structures and Customer may not use the Licensed Products apart there from on a stand-alone basis or in connection with other software applications or services.

3.4 Any maintenance of the Licensed Products (i.e. technical support and updates) will be provided in accordance with a separate written Service Level Agreement entered into between Customer and either eMagiz or one of eMagiz’s authorized resellers or other representatives authorized by
eMagiz to provide Services for the Licensed Products. 

3.5 To confirm Customer’s compliance with the terms and conditions of this Agreement, eMagiz shall be entitled to verify Customer’s use of the Licensed Products. Customer agrees to provide eMagiz access to Customer’s facilities and computer systems, and cooperation from Customer’s
employees and consultants, as reasonably requested by eMagiz in order to perform such verification, all during normal business hours and after reasonable prior notice from eMagiz.

3.6 For any period in which Customer’s use of the Licensed Products exceeds the number and/or the scope of the Licenses in effect during such period for such Licensed Products, Customer agrees to pay for any such excess usage, including applicable subscription fees, and failure to pay shall be grounds for termination in accordance with Section XIII hereof.

IV. Satisfaction Guarantee

4.1 If for any reason Customer is not satisfied with the Licensed Products licensed hereunder Customer may request a refund of any subscription fees Customer paid to eMagiz in respect of that particular Licensed Products, by notifying eMagiz’s account manager in writing within thirty (30) days from the Delivery Date, which notice must provide the following: (a) Customer name and contact information; (b) Delivery Date and (c) the reason for the request for a refund.

4.2 No refund under this 30-day money back guarantee is available after thirty (30) days from the Delivery Date of the relevant Licensed Products. No refund is available under this clause for consulting services, such as installation, training or application development services.

4.3 Upon payment of any refund Customer acknowledges and agrees that the license for that Licensed Product will be deemed to have automatically terminated notwithstanding that the rights and obligations set forth in this Agreement shall survive the termination. Customer must return such Licensed Products to eMagiz or establish to eMagiz’s satisfaction that it has destroyed or de-installed such Licensed Products. Following refund any further use of such Licensed Products will be unauthorized and will constitute a material breach of this Agreement and an infringement
of eMagiz’s intellectual property rights.

4.4 For purposes of this Agreement the term “Delivery Date” means: (a) if Customer purchases the license for the Licensed Products directly from eMagiz the date the Licensed Products is made available for Customer and eMagiz delivers to Customer the license keys therefore; or (b) if Customer purchases the license for the Licensed Products through one of eMagiz’s authorized resellers the date the Licensed Products is made available for download to reseller and eMagiz delivers the license keys therefore to the reseller.

V. Ownership

Customer has no ownership rights in the Licensed Products. The Licensed Products, Documentation and the intellectual property rights associated therewith are and will remain at all times the sole and exclusive property of eMagiz and its affiliates and Customer has no right, title or interest in or to the Licensed Products, Documentation or the intellectual property associated therewith, except as expressly set forth in this Agreement. This Agreement does not grant Customer any rights in the trademarks or service marks of eMagiz, all of which remain the exclusive property of eMagiz and its affiliates. Customer may not alter or remove trademarks, service marks or other markings from the Licensed Products, Documentation or their associated packaging. Upon eMagiz’s request, Customer agrees to take such actions as eMagiz may reasonably request to perfect eMagiz’s ownership in the Licensed Products.

VI. Copyright Statement

The Licensed Products and Documentation contain material that is protected by copyright laws and international treaty provisions. Accordingly, Customer may not make copies of the same, except that Customer may (a) make a copy of the Licensed Products as permitted above solely
for archival and disaster recovery purposes and (b) transfer the Licensed Products from digital media to hard disks provided that the Licensed Products are used only as specified in this Agreement. Customer may not copy the Documentation. Also Customer shall maintain at all times
all copyright notices provided on the Licensed Products, Documentation and associated packaging and any copies thereof. Customer shall ensure that any permitted copy of the Licensed Products is produced only for Customer’s own benefit, that it is clearly marked on the copy that such copy is subject to copyright and confidentiality and that a written list is maintained of the number of copies and place of storage. Copies of the Licensed Products constitute eMagiz’s property. All the terms and conditions of this Agreement shall also apply to such copies.

VII. Other Restrictions and Assignment

7.1 This Agreement grants Customer the right to use the Licensed Products, limited to the scope (“License Scope”) as described in the Order document. Examples of scope limitation may include but are not limited to: number of message flows, number of named users, number of concurrent users, number of runtimes, number of CPU’s, number of servers. Customer may not use the Licensed Products to operate a subscription service, service bureau, Licensed Products as a Service (SaaS) model or other similar access fee-based services for the benefit of any third party without the prior express written consent of eMagiz. Customer must protect the Licensed Products and Documentation in a manner consistent with eMagiz’s rights expressed in this Agreement. Customer may not sublicense, modify, distribute, or create derivative works based on the Licensed Products or any part thereof. Customer may not reverse engineer, decompile, disassemble, translate, or adapt the Licensed Products, nor shall Customer attempt to create the source code from the object code of the Licensed Products unless explicitly permitted by applicable and mandatory law.

7.2 Customer acknowledges and agrees that the intellectual property associated with the Licensed Products and the Documentation and any other nonpublic information of a technical or commercial nature concerning eMagiz, the Licensed Products and the Documentation disclosed to Customer in connection with this Agreement, constitute eMagiz’s proprietary information and trade secrets. Customer agrees to hold such information in strict confidence.

7.3 Customer shall have no right to transfer or assign the License or Customer’s rights or obligations under this Agreement in whole or in part and any attempted transfer or assignment shall be null and void. The foregoing notwithstanding, upon prior written approval by eMagiz Customer may assign or otherwise transfer this Agreement to any affiliate. For purposes of this Agreement the term “affiliate” means any entity which is controlled by Customer, where “control” means the legal, beneficial or equitable ownership of at least a majority of the aggregate of all voting equity interests in such entity.

VIII. Warranty of Quiet Enjoyment

eMagiz represents and warrants that Customer shall have quiet enjoyment of the Licensed Products and that the Licensed Products and Customer’s use thereof shall be free from all claims of infringement, misuse or misappropriation of any intellectual property rights. As to Licensed Products or Embedded Materials for which eMagiz does not have title eMagiz warrants that it has the rights in the Licensed Products sufficient to permit the license of the Licensed Products and has full right, power and authority to license the Licensed Products and any other rights granted hereunder to Customer. All rights transferred or granted to Customer by eMagiz are free and clear of all liens, claims, demands and encumbrances of any kind whatsoever.

IX. Open Standards & Open Source

Customer acknowledges that part of technology used in the Licensed Products implements Open Standards & Open Source libraries.

X. Infringement of Third Party Intellectual Property Rights

10.1 This section states eMagiz’s entire liability and Customer’s sole remedies for any infringement or alleged infringement of third-party intellectual property rights in relation to the Licensed Products and the documentation.

10.2 eMagiz shall pay those costs and direct damages finally awarded against Customer in connection with any claim by a third party that the Licensed Products directly infringes any copyright or misappropriates any trade secret recognized as such under applicable law (or those costs and damages agreed to by eMagiz in a written monetary settlement) and the reasonable costs of defense incurred by Customer in connection therewith, including reasonable attorneys’ fees and court costs, provided that:

(a) Customer provides eMagiz with prompt written notice of any such action or claim;

(b) Customer will permit eMagiz to assume and control the defense and settlement of any such action or claim, at eMagiz’s expense;

(c) Customer will not prejudice the defense of the action or claim nor will Customer make any admission as to liability nor compromise or agree to any settlement of any such action or claim without the prior written consent of eMagiz; and

(d) Customer will provide eMagiz with such assistance, documents, authority and information as eMagiz may reasonably require in relation to the action or claim and defense or settlement thereof.

10.3 Notwithstanding the foregoing eMagiz shall have no liability to Customer for any claim that:

(a) arises out of any unauthorized use, reproduction, or distribution of the Licensed Products;

(b) arises out of any modification or alteration of the Licensed Products by anyone other than eMagiz;

(c) arises out of the use of the Licensed Products in combination with any other Licensed Product or equipment not approved in writing by eMagiz; or

(d) would have been avoided by use of the then-current Release of the Licensed Products or if Customer had followed eMagiz’s reasonable written instructions.

10.4 In addition, if the Licensed Product becomes, or in eMagiz’s opinion is likely to become, the subject of an infringement or misappropriation claim, eMagiz may, at its own expense and option, elect to either:

(a) procure the right for Customer to continue using the Licensed Products in accordance with the provisions of this Agreement;

(b) make such alterations, modifications or adjustments to the Licensed Products so that the infringing Licensed Products or Documentation becomes non-infringing without incurring a material diminution in performance or function;

(c) replace the Licensed Products with a non-infringing substantially similar substitute; or

(d) if neither (a), (b) nor (c) can be achieved after the exercise of commercially reasonable efforts, terminate this License and refund to Customer: all amounts paid by Customer to eMagiz as subscription fees with respect to the affected Licensed Products, less an amount equal to depreciation of such subscription fees calculated on a three-year straight-line basis from the date of license.

10.5 If eMagiz modifies or replaces the Licensed Products Customer shall have the same rights in respect thereof as it would have had under this Agreement.

XI. INTEGRATION PLATFORM WARRANTIES

11.1 eMagiz warrants that: (i) the Integration Platform will function substantially as described in the Documentation; and (ii) eMagiz owns or otherwise has the right to provide the Integration Platform to Licensee under this Agreement. The remedies set out in this Section are Licensee’s exclusive remedies for breach of either warranty.

11.2 Notwithstanding any Service Level Agreement between the parties, if the Integration Platform does not function substantially in accordance with the Documentation, eMagiz must, at its option, either (i) modify the Integration Platform to conform to the Documentation; or (ii) provide a workaround solution that will reasonably meet Licensee’s requirements. If neither of these options is commercially feasible, either Party may terminate the relevant Order Document under this EULA, in which case eMagiz shall refund to Licensee all fees pre-paid to eMagiz under the relevant Order Document for the period in which the Integration Platform will remain unused by Licensee.

11.3 If the normal operation, possession or use of the Integration Platform by Licensee is found to infringe any third party intellectual property right, eMagiz must, at its option, either (i) modify the Integration Platform so that it no longer infringes; (ii) obtain a license from such third party for the
benefit of Licensee; or (iii) if neither of these options is commercially feasible, terminate the relevant Order Document under this EULA, in which case eMagiz shall refund to Licensee all fees pre-paid to eMagiz under the relevant Order Document for the period in which the Integration Platform will remain unused by Licensee.

11.4 HOWEVER, EMAGIZ MAKES NO WARRANTIES FOR: (I) THE EXTENT THAT THE INTEGRATION PLATFORM HAS BEEN MODIFIED BY LICENSEE OR ANY THIRD PARTY, UNLESS THE MODIFICATION HAS BEEN APPROVED IN WRITING BY EMAGIZ; (II) A VERSION OF THE INTEGRATION PLATFORM THAT HAS PASSED ITS END-OF-LIFE-DATE; OR (III) PROBLEMS IN THE INTEGRATION PLATFORM CAUSED BY ANY THIRD PARTY
SOFTWARE OR HARDWARE, BY ACCIDENTAL DAMAGE OR BY OTHER MATTERS BEYOND EMAGIZ’S REASONABLE CONTROL.

11.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE INTEGRATION PLATFORM ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND EMAGIZ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EMAGIZ DOES NOT WARRANT THAT THE USE OF THE INTEGRATION PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

XII. Limitation of Liability

12.1 Neither Party shall be liable under this Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the other Party has been informed of this possibility.

12.2 Licensee assumes all responsibility for the selection of the Integration Platform and Documentation necessary to achieve Licensee’s intended results, and for the use and results of the Integration Platform or Integration Model.

12.3 Each Party’s total liability for any direct loss, cost, claim or damages of any kind related to the relevant Order Document shall not exceed the amount of the fees paid or payable by Licensee to eMagiz under such relevant Order Document during the 12 months prior to the event giving rise
to such loss, cost, claim or damages. However, nothing in Section 12.3 shall have the effect of limiting a Party’s liability for (i) personal injury or death caused by the negligence of the other Party; (ii) fraud (including fraudulent misrepresentation); or infringement of the other Party’s intellectual property rights.

XIII. Term of agreement

This EULA will be in effect starting on the date both parties have duly executed this EULA and will end on the latter of the following events: (i) the date eMagiz is no longer obliged to provide any services under any Order Document under this EULA; or (ii) this EULA is terminated in accordance with Section XIV or any special termination right provided in this Agreement.

XIV. Termination and supsension

14.1 Either Party may terminate this Agreement if the other Party is in material breach of this Agreement, which also includes non-payment by Partner of fees due to eMagiz on Licensee’s behalf, the other Party has been served written notice of default and fails to cure the breach within 30 days from aforementioned written notice.

14.2 In consideration of section 14.1 above, Licensee shall not be considered to be in default when Licensee can prove that it has fully paid up all fees related to the eMagiz Integration Platform to Partner and eMagiz shall not have the right to terminate this EULA for such reason.

14.3 Upon expiration of the License Term or termination of this Agreement, Customer shall promptly pay all sums owed under this Agreement, return the original copies of all Licensed Products to eMagiz, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Customer is in compliance with the foregoing requirements and that the Licensed Products are no longer in Customer’s possession or in use.

14.4 All sections shall survive expiration or termination of this Agreement.

XV. General

15.1 This Agreement may only be modified by a written document that has been signed by both Customer and eMagiz. If any provision of this Agreement is held to be unenforceable the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

14.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous agreements, representations, warranties, statements, negotiations, understandings and undertakings, whether verbal or written, pertaining to such subject matter. Customer hereby represents and acknowledges that in entering into this Agreement it did not rely on any representations or warranties other than those expressly set forth in this Agreement.

14.3 It is agreed by the parties to this Agreement that eMagiz’s third party licensors are intended beneficiaries of this Agreement and have the right to rely upon and directly enforce its terms with respect to the products of such licensors.

14.4 This Agreement is governed by and construed in accordance with the laws of the Netherlands. All disputes arising under, out of or in any way connected with this Agreement shall be litigated exclusively in the competent court in Utrecht. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. All notices or other communications to eMagiz shall be addressed to:

eMagiz B.V., Kosteeweg 13, 7447 AJ, Hellendoorn, The Netherlands.