RULEX PLATFORM END-USER LICENSE AGREEMENT

This LICENSE AND PRODUCT MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT (the “Agreement”), made by and between Rulex Innovation Labs Srl (“LICENSOR”), with contact details at http://www.rulex.ai , and the User (i.e., the company who is being licensed to use the Software in association with the present Agreement) (“LICENSEE”), describes the terms and conditions pursuant to which LICENSOR shall license the use to LICENSEE and shall maintain in relation to certain software.

The term of this agreement will commence on the date the LICENSEE agrees to its terms (Effective Date).

In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:

1.      DEFINITIONS

1.1. “Software” means copies of the LICENSOR’s computer software program(s) in object code form, excluding Third-Party Software.

1.2. “Third-Party Software” means the computer program(s) (if any) required for the Software to operate.

1.3. “Producer” means Rulex Innovation Labs Srl, an Italian company with contact details at http://www.rulex.ai , which is the exclusive owner and producer of the Software.

1.4. “Documentation” means any user documentation, on any media, provided by LICENSOR for use with the Software including LICENSOR's on-line help files, standard manuals, program listings, data models, flow charts, logic diagrams, input and output forms, functional specifications, instructions and complete or partial copies of the foregoing.

1.5. “Error” means a defect that causes the Software not to perform substantially in accordance with the specification set forth in the Documentation and which can be reproduced by LICENSEE and LICENSOR.

1.6. “Version” denotes an identifier M.m.p, where M is the Major version, m is the minor version, p is the software patch.

1.7. “Release” means a set of the Software, released by LICENSOR, with a new Version, i.e., where M and/or m and/or p have changed with respect to previous sets.

1.8. “Planned Release” is a Release scheduled by LICENSOR.

1.9. “Currently Available Version” identifies the last official Release of the Software.

1.10. “Installation” means an installation of the Software, or a part thereof, on a specific platform capable of supporting it.

1.11. “Use” means the loading, execution, employment, utilization, storage or display of the Software and the related Documentation by the authorized user to process LICENSEE’s information and serve LICENSEE’s computer needs.

1.12. “Software Subscription” means:

(a) a non-perpetual, non-exclusive, non-transferable license to Use the Software and the related Documentation,

(b) a Product Maintenance consisting of Software Releases, Versions and Updates provided during the term of the license,

1.13. “Subscription Fees” means the monthly (or annual) fees for the Software Subscription.

1.14. “Affiliate” means, with respect to any person or entity (“Person”), any other Person that controls, is controlled by, or is under common control with, such first Person.

1.15. “Confidential Information” means all items being confidential by the disclosing party, including any portion of the Software, in object and source code form, and any related technology, ideas, algorithms or any trade secrets. “Confidential Information” will not include information that the receiving party can show, since:

(a) it is or becomes generally known or publicly available through no fault of the receiving party,

(b) it is known by or in the possession of the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction, or

(c) it is lawfully obtained from a third-party who has the right to make such disclosure.

2.      GRANT OF LICENSE

2.1. License to Use the Software. Subject to the terms and conditions of this Agreement, and provided that all titles, trademark symbols, copyright symbols and legends, and other propriety markings are reproduced, LICENSOR grants to LICENSEE a non-perpetual, non-exclusive, non-transferable license to Use the Software and related Documentation.

2.2. Subscription. LICENSEE shall receive one machine-readable copy of the Software, along with access to on-line technical documentation.

2.3. Third-party Software Libraries. The Software licensed hereunder uses Third-Party Software libraries. The list of such Libraries and related user licenses as provided by owners of copyrights are included in the directory “Third-Party Libraries” contained into the Software’s installation package.

2.4. Additional Third-party Software. LICENSEE acknowledges that the Software licensed hereunder is a software application which can require additional Third-party Software in some of its parts. LICENSEE shall be solely responsible for ensuring that it has licensed and installed all necessary Third-party Software.

2.5. Usage Statistics Additional Module.

LICENSEE agrees to accept the monitoring and recording of executions of Rulex Platform flows through the Rulex Usage Statistics (RUSTAT) module (schedule B)

LICENSEE hereby allows the LICENSOR to retrieve, save and transmit to the Rulex control center (external to LICENSEE’s IT Infrastructure) all the information monitored and collected by RUSTAT. All records gathered, managed, and transferred by RUSTAT do not include sensitive information and/or personal data. See Schedule C for RUSTAT technical details.

3.      LICENSE, PRODUCT MAINTENANCE AND TECHNICAL SUPPORT FEES

3.1. LICENSEE agrees that it will pay all due fees as displayed on the Rulex Community store https://community.rulex.ai/store/

4.      LICENSE RESTRICTIONS

4.1. License Restrictions. LICENSEE agrees that it will not itself, or through any Affiliate, agent or other third-party:

(a) Sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Software or Documentation.

(b) Decompile, disassemble, or reverse engineer any portion of the Software, unless and to the extent required under law.

(c) Write or develop any derivative software or any other software program based on the Confidential Information provided by LICENSOR.

(d) Provide, disclose, divulge, or make available or visible to, or permit use of the Software by persons other than LICENSEE or LICENSEE’s employees without LICENSOR's prior written consent.

(e) Provide, disclose, divulge, or make available to, or facilitate directly or indirectly the access to the Hosted Environment to persons other than LICENSEE or LICENSEE’s employees without LICENSOR's prior written consent.

(f) Exceed the single installation on a single machine.

5.      PRODUCT MAINTENANCE AND TECHNICAL SUPPORT SERVICES

5.1. Product Maintenance: Software Releases, Versions and Updates and Bug Fixing.

(a) LICENSOR shall deliver to LICENSEE new Releases, including Planned Releases and the related Documentation, as described in Schedule A.

(b) Two subsequent Planned Releases of Major Versions will be at least 12 months apart from one another

(c) LICENSOR guarantees the backward compatibility of production Rulex flows with respect to the previous major version. LICENSOR also guarantees that:

(d) all software items internally developed by LICENSEE will be automatically converted at the first run of the new Release, without the need of any manual intervention by the user,

(e) new Minor Releases will not require the installation nor the upgrade of additional/new Third- Party Software to function.

6.      WARRANTY AND LIMITATION OF LIABILITY

6.1. Warranty Disclaimer LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE IS AT ITS SOLE RISK. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH THE LICENSEE’S USE OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE, WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD.PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. INSTALLATION OF THE SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A LICENSOR’S LIABILITY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

6.2. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING, WITHOUT LIMITATION, INSTRUCTIONS, ASSIGNMENTS, AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OR THE INABILITY TO USE THE SOFTWARE AND SERVICES OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE OR SERVICES OR TO ANY DELAY IN DELIVERY, HOWEVER CAUSED. IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE FOR DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY).

6.3. Disclaimer of Other Representations. No employee, agent, representative or Affiliate of LICENSOR has authority to bind LICENSOR to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this Agreement is unenforceable.

7.      PROPRIETARY RIGHTS

7.1. Ownership and Retention of Rights. LICENSEE acknowledges that PRODUCER is the sole owner of all intellectual property rights, including, but not limited to, patent, trademark, service mark, copyright, and trade secret rights in the Software. LICENSEE acquires only the right to Use the Software under the terms and conditions of this Agreement and does not acquire any ownership rights or title in or to the Software. All Software Releases, Versions and Updates and Documentation provided by LICENSOR to LICENSEE in execution of the present Agreement shall be considered part of the Software and Documentation for purposes of this Section 7.

7.2. Proprietary Notices. LICENSEE shall not remove any proprietary, copyright, trademark, or service mark legend from the Software.

8.      CONFIDENTIAL INFORMATION

8.1. Protection of Confidential Information. LICENSEE will protect the LICENSOR’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own information. Neither party will disclose to third-parties the other's Confidential Information without the prior written consent of the other party. Neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement.

8.2. Notification of Employees. Each employee, agent or Affiliate of LICENSEE, performing duties hereunder, shall be made aware of this Agreement and shall be bound, in writing, to comply with its terms and conditions including confidentiality.

9.      TERM AND TERMINATION

9.1. Term. This Agreement and the provision of Software Subscription hereunder shall become effective on the Date of Software delivery and will remain in effect during the whole subscription period.

9.2. Renewal. This Agreement renews automatically at the term of the selected purchase timeframe. Automatic renewal can be interrupted at any time from order management at https://community.rulex.ai/store

9.3. Termination. LICENSOR may, by notice to LICENSEE, terminate this Agreement if any of the following events occur:

(a) LICENSEE is in breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after LICENSOR gives LICENSEE written notice thereof; provided that, if such breach is not material and is capable of being cured, then such termination shall not become effective unless LICENSEE fails to cure the claimed breach within an additional cure period of thirty (30) days or, if such breach cannot reasonably be cured within such period, fails to commence promptly and diligently pursue such cure. For the avoidance of doubt, the breach of a limitation on the number of authorized users of the Software or of any payment obligation hereunder shall be deemed material.

9.4. Effects of Termination. After expiry of the Term at Section 9.1 the Software will stop working. Upon termination or expiration of this Agreement for any reason whatsoever, LICENSEE shall immediately discontinue any use of the name, logo, trademarks, service marks or slogans of LICENSOR and the trade names of any Software,

9.5. No Harm Upon Termination. Except as otherwise expressly provided herein, upon the expiration or termination of this Agreement, LICENSEE shall not be entitled to, and to the fullest extent permitted by law waives, any statutorily prescribed or other compensation, reimbursement, or damages for loss of goodwill, clientele, prospective profits, investments or anticipated sales or commitments of any kind. In the event of any termination hereunder (other than an unlawful termination by LICENSOR), LICENSEE shall not be entitled to any refund of any portion of any monies that have been paid to LICENSOR.

9.6. Responsibilities Upon Termination. Nothing in the termination of this Agreement will affect:

(a) any indebtedness then owing by either party to the other, or

(b) any liability for damages resulting from an actionable breach.

9.7. Survival of Terms. The following terms shall survive any expiration or termination of this Agreement: Sections 2.3 Third-Party Software Libraries; 2.4 Additional Third-Party Software; 4.1 License Restrictions; 6. Warranty and Limitation of Liability; 7. Proprietary Rights; 8. Confidential Information; 9. Term and Termination; 10. Enforcement of Agreement; and 11. Construction and Interpretation.

10.  ENFORCEMENT OF AGREEMENT

10.1. Governing Law. This Agreement will be interpreted and construed in accordance with laws of the Italian Republic.

10.2. Assignment. Neither this Agreement nor any rights under this Agreement may be assigned, pledged, delegated, or otherwise transferred by LICENSEE, in whole or in part, whether voluntary or by operation of law (including any direct or indirect change in the ownership or control of LICENSEE, sale of assets, merger or consolidation), without the prior written consent of LICENSOR. The provisions of this Agreement will be binding upon and shall inure to the benefit of the parties, their successors, and permitted assigns. Neither this Agreement nor any rights under this Agreement may be assigned, pledged, delegated, or otherwise transferred by either party, in whole or in part, whether voluntary or by operation of law (including any direct or indirect change in the ownership or control of such party, sale of assets, merger or consolidation), without the prior written consent of the other party, except as follows:

(a) Upon the consent of LICENSOR, which shall not be unreasonably withheld, in connection with the outsourcing of LICENSEE’s internal business support function to which the Software relates, LICENSEE may assign its license(s) hereunder in whole or in part to a third-party professional service provider solely for the limited purpose of Use of the Software authorized hereunder and for the sole benefit of LICENSEE, subject to all of the terms and conditions set forth in this Agreement; provided that LICENSEE shall remain jointly and severally liable with such assignee for all of LICENSEE’s obligations hereunder. By way of example and not limitation, LICENSOR may withhold its consent to such assignment based upon its determination, in its reasonable discretion, that the proposed assignee:

(i) engages, directly or indirectly through any of its Affiliates or clients, in competition with LICENSOR or its software products,

(ii) lacks adequate creditworthiness, or

(iii) has a history of litigiousness.

(b) Either party may assign this Agreement to its Affiliate, provided that such party shall remain jointly and severally liable with such assignee for all its obligations hereunder.

(c) Either party may assign this Agreement in connection with the sale of all or substantially all its assets.

10.3. Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement, or its rights under this Agreement, will not in any way affect the validity of the whole or any part of this Agreement, or prejudice such party’s right to make subsequent action.

10.4. Injunctive Relief. The parties agree that a breach of this Agreement adversely affecting LICENSOR's intellectual property rights in the Software or Documentation would cause irreparable injury to LICENSOR, for which monetary damages would not be an adequate remedy and LICENSOR be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

10.5. Severability. If any term, condition, or provision in this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

10.6. Standard Terms of LICENSEE. No terms, provisions or conditions or any purchase order, acknowledgment, or other business which the LICENSEE may use in connection with the acquisition or licensing of the Software will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of LICENSOR to object to such terms, provisions, or conditions.

10.7. Force Majeure. Except for the obligation to make payments, neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, floods, fire, and explosions, but the inability to meet financial obligations is expressly excluded.

11.  CONSTRUCTION AND INTERPRETATION

11.1. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

11.2. Section Headings. The Section headings contained herein are for convenience of reference only and shall not be considered as substantive parts of this Agreement. The use of the singular or plural form shall include the other form and the use of the masculine, feminine or neuter gender shall include the other genders.

11.3. Interpretation. In construing or interpreting this Agreement, the word “or” shall not be construed as exclusive, and the word “including” shall not be limiting.

11.4. Interpretation of Agreement. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.

12.  NOTICE

12.1. Notices. Any notice, report, approval, or consent required or permitted under the terms of this Agreement or required by law must be in writing and must be:

(a) sent by registered mail, return receipt requested,

(b) notified by email to purchases@rulex.ai

in each case forwarded to the appropriate address set forth herein. Either party may change its address for notifications by written notice to the other party.

13.   NO OTHER RIGHTS

13.1. No Other Rights. Nothing contained in this Agreement shall be construed as conferring by implication, estoppels or otherwise upon either party hereunder any license or other right except the licenses, rights and uses expressly granted hereunder to a party hereto.

14.  ENTIRE AGREEMENT

14.1. Entire Agreement. The provisions of this Agreement, including any Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except in writing, signed by a duly authorized representative of each party.

15.  PUBLIC ANNOUNCEMENTS.

15.1. Acknowledgments. In case LICENSEE publishes (in any form or for any purpose) any result or information deriving from the use of the Software, LICENSEE will insert in the body of such publication the explicit reference to the Software, specifying that the Software used for data analysis has been Rulex® Platform, property of Rulex Innovation Labs. Any breach of the present obligation will automatically cause the termination of the present Agreement and related licenses.

SCHEDULE A

This Schedule is an integral part of the “RULEX PLATFORM END-USER LICENSE AGREEMENT” between LICENSOR and LICENSEE, which refers to this Schedule A as the unique specification of the Software Versions and Releases.

1.      RELEASE CODIFICATION FOR RULEX PLATFORM

Rulex Platform releases are identified by a 3-figure codification M.m.p, where:

• M is the Major version;
• m is the minor version;
• p is the software patch.

2.      PLANNED RELEASES

When a new, planned version of Rulex is released, the type of version (major, minor or patch) depends on the changes it contains:

• Major Release (changes M, i.e., from Rulex Platform 1.0 to Rulex Platform 2.0) contains important changes or enhancements to Rulex software, such as a different software architecture that radically changes the way the software is used and/or functions internally. Two subsequent Planned Releases of Major Versions will be at least 12 months apart from one another.
• Minor Release (changes m, i.e., from Rulex Platform 1.0 to Rulex Platform 1.1) contains new features and functionalities, as well as bug fixing and modifications due to maintenance. Compatibility with previous minor versions within the same Major version is guaranteed, including that a new minor will not require the installation nor the upgrade of additional/new third-party software to function.
• Patch Release (changes p, i.e., from Rulex Platform 1.0.4 to Rulex Platform 1.0.5) contains multiple planned bug fixes.

3.      SUMMARY MATRIX

SCHEDULE B– Rulex Usage Statistics (RUSTAT) Module

The Rulex Usage Statistics (RUSTAT) service collects information on how and when flows are executed in Rulex Platform. The service is not perceivable by the user during normal operations since it is an internal process of Rulex Platform, completely transparent for the end user.

The service RUSTAT logs the following operations:

• Product Key
• Sessionid
• User UUID
• Timestamp
• Flow Name
• Machine Name
• Computation type
• Number of Tasks per category
• Computation Timestamp
• Maximum memory used in the computation

The service is initiated whenever Rulex Platform is launched and sends information to a proper URL, which is a point of collection in Rulex infrastructure.

Communication between the Rulex Platform and the aforementioned collection point is performed via HTTPS protocol, which guarantees the security of the communication channel, encrypting data exchanged between Rulex Platform and the collection point during transfer operations.