End User License agreement.

This End User License Agreement (the “Agreement”) is entered into on the date hereof (the “Effective Date”), by and between CVEDIA PTE. LTD. a company incorporated under the laws of Singapore (the “Company”) and the customer referred to herein (the “Customer”) (each, as a “Party”, and collectively as the “Parties”).

WHEREAS The Company is the developer and proprietor of an innovative platform which allows the operation of synthetic computer vision algorithms. The Company's platform, including any software code (“Software”), dashboard, algorithms, utility, application programming interfaces, tools, reports, analytics capabilities and Documentation (as defined below) shall be collectively referred to herein as the “Platform”. The services provided through the Platform, including the operation of algorithms, and any additional services provided by the Company shall be referred to herein as the “Services”. Customer shall order the Services from the Company’s website;

WHEREAS the Customer desires to access and use the Platform and receive the Services; and

WHEREAS the Company agrees to grant the Customer the right and license to access and use the Platform and provide the Services, all subject to the terms of this Agreement.

NOW, THEREFORE, the Parties desire to set forth herein their agreements with respect thereto and agree as follows:

1. The Platform.
   1. License. The Company hereby grants to Customer, and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Platform and install the Software on devices owned or controlled by Customer (“Authorized Devices”), during the Term (as defined below), solely for Customer’s internal business purposes, all in accordance with and subject to the terms set forth in this Agreement.
      Unless context otherwise requires, the term “Platform” shall include any updates, upgrades and new versions.
   2. Evaluation License. The Company hereby grants to Customer, and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Platform and install the Software on Authorized Devices, for personal, academic, and commercial evaluation uses, and not for any commercial deployments and purposes. Under the evaluation license, the Platform and Services are provided on an “As Is” basis, without any warranty or support.
   3. Download; Types of Licenses. The initial download of the Platform shall be free of charge. If Customer decides to activate the Platform and upgrade to a commercial license, additional information and payment will be required. Upon upgrade, customer may select a commercial license, a license for government/defense applications (subject to Company’s specific prior written approval) and/or additional licenses offered by Company from time to time.
   4. Restrictions. Notwithstanding anything to the contrary, government applications, defense applications and Advanced Driver Assistance Systems thermal applications are subject to Company’s specific prior written approval. Fully autonomous applications that may endanger human life are not permitted. Lifesaving applications and applications that human life may be dependent upon are not permitted.
   5. Use by Affiliates. If Customer has a right to allow its Affiliates to access and use the Platform, Customer shall: (i) provide each such Affiliate with a copy of this Agreement; (ii) ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be responsible for any breach of these terms and conditions by any such Affiliate. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with Customer, where “Control” means ownership, directly or indirectly, of 50% or more of the voting interest.
   6. Updates. The Company is not obliged to provide the Customer with any update, upgrade, new version and/or additional features of the Platform that may be released by the Company during the Term, and they may be subject to additional fees. For the avoidance of doubt, the provisions of this Agreement shall apply to any such update, upgrade, new version and/or additional features of the Platform.
   7. Documentation. The Company may make available certain Documentation (which shall be considered part of the Company's Confidential Information (as defined below)) to Customer to be used by Customer for its internal business purposes and solely in connection with Customer's use of the Platform during the Term. “Documentation” means Company's standard user documentation, whether in hard copy, or in any electronic form or other media, describing the use, features and operation of the Platform.
   8. Additional Services. During the Term, the Company shall provide to Customer the Services ordered by Customer, for the specified fees.
   9. Additional Licenses. Additional licenses may be added during the Term at the Company’s then-current rates.
2. Account. An account will be created in connection with Customer’s use of the Platform (the “Account”), to be accessed and/or used solely by Customer's employees or service providers who are explicitly authorized by Customer to use the Platform (each, a “Permitted User”). Customer hereby acknowledges and agrees: (i) to keep, and ensure that the Permitted Users keep the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of the Account or the Platform.
3. Prohibited Uses. Customer and/or its Permitted Users may only access the Platform via the Account. Except as expressly permitted herein, without the prior written consent of Company, Customer must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for Customer's own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company's business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices, if any, fixed, incorporated, included or attached to the Platform nor copy the Documentation or any written materials accompanying the Platform; (ix) use the Platform for any purpose other than for the purpose for which the Platform is designated for or other than in compliance with the terms of this Agreement; (x) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on the use of the Platform; (xi) use any automated means to access the Platform; (xii) use the Platform without receiving all applicable consents for the access, collection and processing of personally identifiable information as required under any applicable law; (xiii) integrate the Platform (or any part thereof) into Customer's hardware or systems other than as instructed by the Company; (xviii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including without limitation export control laws and embargo regulations, as applicable); (xiv) violate or abuse log-in and/or password protections governing access to the Platform; (xv) allow any third party other than the Permitted Users to use the Platform; (xvi) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; (xvii) use the Platform on any device which is not an Authorized Device; (xviii) create AI models based on Company’s AI models; (ixx) use the Platform in a way that could contribute to a risk of harm to the physical security of persons; (xx) use the Platform in a way that is discriminatory on a racial, age, disability, gender, sexual orientation, religious, national origin or other basis; (xxi) use the Platform in a way that violates data privacy and/or protection; and/or (xxii) use the Platform in any other unlawful or unethical manner.
4. Analytics Information. Anonymous Non-identifiable Analytics. The Company may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Platform and/or the Customer Data (i.e., non-identifiable information, aggregated and analytics information that does not identify an individual person) (collectively, "Analytics Information"), in order to provide and improve the Company's Platform, Services and algorithms, for R&D purposes and for any other legitimate business purpose. The Company is and shall remain the sole owner of the Analytics Information.
5. Customer Warranties. Customer represents and warrants that: (i) it will use the Platform and Services in compliance with any applicable laws, including without limitation privacy protection laws; and (ii) it has obtained all applicable consents and permits which may be required for the use of the Customer Data by the Company for the purpose of providing the Services.
6. Mutual Warranties. Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of this Agreement will not conflict with any obligations it has towards third parties, or violate any provision of any applicable law.
7. Ownership.Without prejudice to the Parties' rights under other Sections of this Agreement:
   1. The Platform. The Platform and any algorithms are not for sale and is and shall remain Company’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Platform and/or the Services and/or algorithms and any and all derivative works, improvements, enhancements, updates, upgrades and customizations thereof or thereto (in each case regardless of whether specifically included in the Services ordered by the Customer or not) are and shall remain owned solely by the Company or its licensors. This Agreement does not convey to Customer any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
   2. Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Services and/or Platform and/or algorithms (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Platform and/or other current or future algorithms, products or services of the Company (without the Customer's approval and without further compensation to the Customer).
8. Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, algorithms, data, know-how, or business of the other Party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. A recipient Party may disclose the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a "need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of its disclosing Party.
9. Reference Customer. Customer agrees that the Company may identify Customer as a user of the Platform and/or the Services and use Customer's trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Company on Company's website or social media accounts for promotional purposes.
10. LIMITED WARRANTIES.
    1. The Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and the Company's sole liability for breach of this warranty, the Company shall repair the Platform in accordance with the SLA. The foregoing warranties shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its authorized agents; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation and/or the Company's instructions; (iv) the combination of the Platform with equipment or software not authorized or provided by the Company or otherwise approved by the Company in the Documentation; (v) any downtime, defect or error caused by or attributable to any third party software, technology, system or service that is beyond the control of the Company, and/or (vi) during any evaluation or testing period. Third party proprietary software is provided on an “AS IS” basis without any warranty.
    2. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES AND ALGORITHMS ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THIS AGREEMENT, THE COMPANY DOES NOT WARRANT THAT THE PLATFORM AND/OR THE SERVICES AND THE ALGORITHMS WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE PLATFORM'S OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER LIMITATIONS.
    3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
    4. COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATIONS OF THE CUSTOMER DATA, TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
11. LIMITATION OF LIABILITY.
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS LICENSORS, SUPPLIERS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE SERVICES AND/OR ALGORITHMS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY'S, ITS LICENSORS', SUPPLIERS', AFFILIATES' DISTRIBUTORS' AND RESELLERS' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE CUSTOMER'S USE OR INABILITY TO USE THE PLATFORM AND/OR THE SERVICES AND/OR ALGORITHMS SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE ORDER DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. TO THE EXTENT SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
12. Company's Indemnification.
    1. Company agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Platform and/or Services infringe intellectual property rights of any third party ("IP Infringement Claim"), and the Company will pay any damages awarded in final judgment against the Customer that are attributable to any such claim, suit or proceeding; provided that (i) the Customer notifies the Company promptly in writing of such claim; and (ii) the Customer grants the Company authority to handle the defense or settlement of any such claim, suit or proceeding and provides the Company with all reasonable information and assistance, at Company’s expense. The Company will not be bound by any settlement that the Customer enters into without the Company's prior written consent.
    2. If the Platform becomes, or in the Company's opinion is likely to become, the subject of an IP Infringement Claim, then the Company may, at its sole option and expense (a) procure for the Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot accomplished despite the Company's reasonable efforts, then the Company may discontinue providing the Platform (and related Services) and provide the Customer a prorated refund.
    3. Notwithstanding the foregoing, the Company shall have no responsibility for any IP Infringement Claim resulting from or based on: (i) modifications to the Platform made by any party other than the Company or its designee; (ii) the Customer's failure to use updated or modified versions or patches provided by the Company; or (iii) the combination or use of the Platform with equipment, devices or software not supplied or authorized by the Company, or not in accordance with the Company's instructions.
    4. THE FOREGOING TERMS STATE THE COMPANY'S SOLE AND EXCLUSIVE LIABILITY AND THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
13. Customer's Indemnification. The Customer agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents and resellers, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) the Customer's breach of its warranties, obligations and undertakings under this Agreement; (ii) a third party claim, suit or proceeding alleging that the use of the Customer Data within the scope of this Agreement infringes, or may infringe, any intellectual property, publicity or privacy right of a third party; and (iii) a third party claim, suit or proceeding related to Customer’s use of the Platform, Services and/or algorithms, and/or any application developed by Customer in connection thereto.
14. Term and Termination.
    1. Term. This Agreement shall enter into force and effect on the Effective Date and, unless earlier terminated in accordance with Section 15.2 below, shall remain in full force and effect until all orders for Services expire or are terminated (the “Term”). The Agreement shall automatically renew for additional 12 months periods, unless terminated by either Party prior the end of the prior term.
    2. Termination. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof. In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, and such event is not cancelled within 60 days, the other Party shall have the right to immediately terminate this Agreement.
    3. Effects of termination. Upon termination or expiration of this Agreement: (i) Company will cease providing the Services hereunder, the licenses granted to Customer under this Agreement shall expire, and Customer shall discontinue all further use of the Platform; (ii) Customer shall immediately permanently delete all copies of the Documentation in Customer’s or any of its representatives’ possession or control; (iii) the receiving Party shall immediately return and/or permanently delete (as instructed by the disclosing Party) the Confidential Information, other than data that the receiving Party is required to retain by law, regulation or governmental order; and (iv) any sums paid by the Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to pay in full all sums owed by the Customer to Company under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under applicable law.
15. Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other in connection with any merger (by operation of law or otherwise), consolidation, reorganization, or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement shall be governed by and construed under the laws of the United Kingdom, without reference to principles and laws relating to the conflict of laws. The competent courts in the United Kingdom shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company (i.e., force majeure events). No action may be commenced under this Agreement more than one (1) year after a cause of action has arisen. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

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