Etiq AI Software Licence

This Etiq AI Software Licence Schedule (the “Licensing Schedule”) is between
Client and the Etiq AI entity that owns the Software that Client is accessing
or using (“Etiq AI” or “we”). For the purpose of this schedule “Client” means
Client. The Software is not intended for and should not be used by anyone under
the age of 16. Clients must ensure that all Authorised Users are at least 16
years old.

1. Scope of Licensing Schedule

1.1. Software. This Licensing Schedule governs Client’s initial purchase of
Etiq AI’s Software, Support and Maintenance for the Software, and any
Additional Services, as well as any future purchases made by Client that
reference this Agreement. The Agreement includes the Etiq AI Policies, the
Product-Specific Terms, and any other referenced policies and terms. The
Software and its permitted use are further described in the Documentation. The
term “Software” includes Documentation unless otherwise specified.

1.2. Cloud Products. This Agreement does not apply to the
Infrastructure-as-a-Service (“IaaS”) solution used to host Etiq AI Software.
Clients should have a separate agreement with the IaaS vendors for those
services.

2. Accounts; Authorised Users

2.1. Account Registration. Registration details will be provided to Client and
Client’s users to access the Software when Client provides us the requested
information for logging in. The Client is responsible for all actions taken
through Client’s account whether by Client or Client’s users.

2.2. Authorised Users. Only Authorised Users may access and use the Software.
Some Software may allow the Client to designate different types of Authorised
Users, in which case pricing and functionality may vary according to the type
of Authorised User. The Client is responsible for compliance with this
Licensing Schedule by all Authorised Users, including what Authorised Users do
with Client’s data, and for all fees incurred by Authorised Users (or from
adding Authorised Users). All use of Software must be solely for the benefit of
Client or Client’s Affiliates and must be within the Scope of Use.

3. Use of the Software

3.1. Client Licence Rights. Subject to the terms and conditions of this
Licensing Schedule, Etiq AI grants Client a non-exclusive, non-sublicensable
and non-transferable licence to install and use the Software during the
applicable Licence Term for Client’s own business purposes, in accordance with
this Agreement, Client’s applicable Scope of Use, the Documentation and all
Laws.

3.2. Restrictions. Except as otherwise expressly permitted in this Licensing
Schedule, Client will not: (a) reproduce, modify, adapt or create derivative
works of any part of the Software; (b) rent, lease, distribute, sell,
sublicense, transfer, or provide access to the Software to a third party; (c)
use the Software for the benefit of any third party; (d) incorporate the
Software into a product or service Client provide to a third party; (e)
interfere with any licence key mechanism in the Software or otherwise
circumvent mechanisms in the Software intended to limit Client’s use; (f)
reverse engineer, disassemble, decompile, translate, or otherwise seek to
obtain or derive the source code, underlying ideas, algorithms, file formats or
non-public APIs to the Software, except to the extent expressly permitted by
applicable law (and then only upon advance notice to us); (g) remove or obscure
any proprietary or other notices contained in the Software; (h) use the
Software for competitive analysis or to build competitive products; (i)
publicly disseminate information regarding the performance of the Software; or
(j) encourage or assist any third party to do any of the foregoing.

3.3. Number of Instances. Unless otherwise specified, for each Software licence
that the Client purchases, Client may install one (1) production instance of
the Software on systems owned or operated by Client per Authorised User.

3.4. Client Modifications. Subject to the terms and conditions of this
Licensing Schedule (including  Section 2 (Combining the Products with Open
Source Software) of Third Party Code in Etiq AI Products), for any elements of
the Software provided by Etiq AI in source code form and to the extent
permitted in the Documentation, Client may modify such source code solely for
purposes of developing bug fixes, customizations and additional features for
the Software. Any modified source code or Documentation constitutes “Client
Modifications”. Client may use Client Modifications solely in support of
Client’s permitted use of the Software (and only with Client’s own instances of
the Software), but Client may not distribute the code to Client Modifications
to any third party. Notwithstanding anything in this Licensing Schedule to the
contrary, Etiq AI has no support, warranty, indemnification or other obligation
or liability with respect to Client Modifications or their combination,
interaction or use with our Software.

3.5. Attribution. In any use of the Software, Client must not remove, obscure,
or alter in any way the following attribution to Etiq AI on all user interfaces
to the Software: “Powered by Etiq AI,”.

3.6. System Requirements. Clients are solely responsible for ensuring that
Client’s systems meet the hardware, software and any other applicable system
requirements for the Software as specified in the Documentation. Etiq AI will
have no obligations or responsibility under this Agreement for issues caused by
Client’s use of any third-party hardware or software not provided by Etiq AI.

3.7. Indemnification by Client. Client will defend, indemnify and hold harmless
Etiq AI from and against any loss, cost, liability or damage (including
attorney’s fees) arising from or relating to any claim brought against Etiq AI
(a) by a third party relating to Client Modifications (including but not
limited to any representations or warranties Client make about Client
Modifications of the Software) or Client’s breach of Section 3.5 (Client
Modifications); (b) by a third party related to Client’s Materials, as defined
in Section 6.2(b); or (c) by a third party relating to any non-Etiq AI content
or data used by Client in connection with the Software. This indemnification
obligation is subject to Client’s receiving (i) prompt written notice of such
claim (but in any event notice in sufficient time for Client to respond without
prejudice); (ii) the exclusive right to control and direct the investigation,
defence, or settlement of such claim; and (iii) all reasonably necessary
cooperation of Etiq AI at Client’s expense.

4. Apps and Third-Party Products.

4.1. Third Party Products. Clients (including Client’s Authorised Users) may
choose to use or procure other third-party products or services in connection
with the Software or implementation, customization, training or other services.
Client receipt or use of any third-party products or services is subject to a
separate agreement between Client and the third-party provider. If Client
enables or uses third-party products or services with the Software, Client
acknowledges that the third-party providers may access or use Client’s data as
required for the interoperation of their products and services with the
Software. This may include transmitting, transferring, modifying or deleting
Client’s data, or storing Client’s data on systems belonging to the third-party
providers or other third parties. Any third-party provider’s use of Client’s
data is subject to the applicable agreement between Client and such third-party
provider. We are not responsible for any access to or use of Client’s data by
third-party providers or their products or services, or for the security or
privacy practices of any third-party provider or its products or services.
Client is solely responsible for Client’s decision to permit any third-party
provider or third-party product or service to use Client’s data. It is Client’s
responsibility to carefully review the agreement between Client and the
third-party provider, as provided by the applicable third-party provider. ETIQ
AI DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR
SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS
OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.

5. Privacy Terms. Etiq AI may collect certain data and information from Client
and Secondary Users in connection with Client’s and Secondary Users’ use of the
Software and otherwise in connection with this Agreement to improve the
software.

6. Etiq AI Commitments

6.1. Support and Maintenance. During the period for which Clients have paid the
applicable Support and Maintenance fee, Etiq AI may from time to time at its
sole discretion provide Support and Maintenance for the Software  where
necessary including access to New Releases, if and when available.

6.2. Additional Services. Subject to this Licensing Schedule, Client may
purchase Additional Services from Etiq AI, which Etiq AI will provide to Client
pursuant to the applicable Statement of Work.

(a) Etiq AI Deliverables. Etiq AI will retain all right, title and interest in
and to any materials, deliverables, modifications, derivative works, libraries,
APRs, databases or developments that Etiq AI provides in connection with any
this Agreement, the Services or any Additional Services (“Etiq AI
Deliverables”). Client may use any Etiq AI Deliverables provided to Client only
in connection with the Software, subject to the same usage rights and
restrictions as for the Software. For clarity, Etiq AI Deliverables are not
considered Software, and any Software (including any New Release) is not
considered an Etiq AI Deliverable.

(b) Customer Materials. Client agrees to provide Etiq AI with reasonable access
to Client’s materials, systems, personnel or other resources (including
Client’s instances of the Software) as reasonably necessary for Etiq AI’s
provision of Additional Services (“Customer Materials”). If Client does not
provide Etiq AI with timely access to Customer Materials, Etiq AI’s performance
of Additional Services will be excused until Client does so. Clients retain
Client’s rights in Client’s Customer Materials, subject to Etiq AI’s ownership
of any underlying Software, Etiq AI Deliverables or other Etiq AI Technology.
Etiq AI will use Customer Materials solely for purposes of performing the
Additional Services. Clients represent and warrant that Clients have all
necessary rights in Customer Materials to provide them to Etiq AI for such
purposes.

(c) Training Not Covered. Client purchase, and our delivery of Training is a
separate agreement.

7. Licence Term, Returns and Payment

7.1. Licence Term and Renewals. The Licence Term, Support and Maintenance
period will be indicated in the Statement of Work (as applicable). The Licence
Term and any applicable service periods will commence on the Statement of Work
date (unless a different start date is designated in the Statement of Work) for
the Initial Term .

7.2. Delivery. We will deliver the applicable licence keys to Client within a
reasonable time from receiving payment of the applicable fees. All deliveries
under this Agreement will be electronic. For the avoidance of doubt, Client is
responsible for installation of the Software, and acknowledges that Etiq AI has
no further delivery obligation with respect to the Software after delivery of
the licence keys.



7.3. Increased Scope of Use. During Client’s Licence Term, Client may increase
Client’s Scope of Use (e.g., adding Authorised Users, licences, copies or
instances) by placing a new Statement of Work or, if made available by Etiq AI,
directly through the applicable Software. Any increases to Client’s Scope of
Use will be subject to additional fees, as set forth in the applicable
Statement of Work.

7.4 Return Policy. As part of our commitment to customer satisfaction, you may
terminate your initial Order of the applicable Software under this Agreement,
for no reason or any reason, by providing notice of termination and returning
any applicable Software to Etiq AI no later than thirty (30) days after the
Order date for such Software. In the event you terminate your initial Order
under this Section 7.3, Etiq AI may disable the licence key that allowed the
Software to operate and, at your request (which may be made through your
account), Etiq AI will refund you the amount paid under such Order. This
termination and refund right applies only to your initial Order and only if you
exercise your termination right within the period specified above, and does not
apply to Additional Services. You understand that Etiq AI may change this
practice in the future in accordance with Section 21 (Changes to this Licensing
Schedule).

7.5. Payment. Clients will pay all fees in accordance with each Statement of
Work, by the due dates and in the currency specified in the Statement of Work.
If a purchase order number is required in order for an invoice to be paid, then
Client must provide the purchase order number to Etiq AI by emailing the
purchase order number to sales@etiq.ai. For Additional Services provided at any
non-Etiq AI location, unless otherwise specified in Client’s Statement of Work,
Client will reimburse Etiq AI for its pre-approved travel, lodging and meal
expenses, which Etiq AI may charge as incurred. Other than as expressly set
forth in Section 7.43 (Return Policy) and Section 16 (IP Indemnification by
Etiq AI), all amounts are non-refundable, non-cancellable and non-creditable.
Client agrees that we may bill Client’s credit card or other payment method for
renewals, additional users, expenses and unpaid fees, as applicable.

7.6. Taxes. Client fees under this Agreement exclude any taxes or duties
payable in respect of the Software in the jurisdiction where the payment is
either made or received. To the extent that any such taxes or duties are
payable by Etiq AI, Client must pay to Etiq AI the amount of such taxes or
duties in addition to any fees owed under this Agreement. Notwithstanding the
foregoing, Client may have obtained an exemption from relevant taxes or duties
as of the time such taxes or duties are levied or assessed. In that case,
Client will have the right to provide to Etiq AI any such exemption
information, and Etiq AI will use reasonable efforts to provide such invoicing
documents as may enable Client to obtain a refund or credit for the amount so
paid from any relevant revenue authority if such a refund or credit is
available.

7.7. Withholding Taxes. Client will pay all fees net of any applicable
withholding taxes. Client and Etiq AI will work together to avoid any
withholding tax if exemptions, or a reduced treaty withholding rate, are
available. If Etiq AI qualifies for a tax exemption, or a reduced treaty
withholding rate, Etiq AI will provide Client with reasonable documentary
proof. Client will provide Etiq AI reasonable evidence that Client has paid the
relevant authority for the sum withheld or deducted.

7.8. Reseller Statement of Works. This Section 7.8 applies if Client purchases
the Software, Support and Maintenance or any Additional Services through an
authorised partner or reseller of Etiq AI (“Reseller”).

(a) Instead of paying Etiq AI, Client will pay the applicable amounts to the
Reseller, as agreed between Client and the Reseller. Etiq AI may suspend or
terminate Client’s rights to use Software if Etiq AI does not receive the
corresponding payment from the Reseller.

(b) Instead of an Statement of Work with Etiq AI, Client’s order details (e.g.
Software, Scope of Use and Licence Term) will be as stated in the order placed
with Etiq AI by the Reseller on Client’s behalf, and the Reseller is
responsible for the accuracy of any such order as communicated to Etiq AI.

(c) If the Client is entitled to a refund under this Agreement, then unless
otherwise specified by Etiq AI, Etiq AI will refund any applicable fees to the
Reseller and the Reseller will be solely responsible for refunding the
appropriate amounts to Client.

(d) Resellers are not authorised to modify this Agreement or make any promises
or commitments on Etiq AI’s behalf, and Etiq AI is not bound by any obligations
to Client other than as set forth in this Agreement.

(e) The amount paid or payable by the Reseller to us for Client’s use of the
applicable Software under this Agreement will be deemed the amount actually
paid or payable by Client to us under this Agreement for purposes of
calculating the liability cap in Section 15.2 (Liability Cap).

7.9. Future Functionality; Separate Purchases. Client acknowledges that the
Software and Additional Services referenced in a Statement of Work are being
purchased separately from any of our other products or services. Payment
obligations for any products or services are not contingent on the purchase or
use of any of our other products (and for clarity, any purchases of Software
and Additional Services are separate and not contingent on each other, even if
listed on the same Statement of Work). Client agrees that Client’s purchases
are not contingent on the delivery of any future functionality or features
(including future availability of any Software beyond the current Licence Term
or any New Releases), or dependent on any oral or written public comments made
by Etiq AI regarding future functionality or features.

8. No-Charge Software. We may offer certain Software to Client at no charge,
including trial use and Beta Versions as defined below (collectively,
“No-Charge Software”). Client use of No-Charge Software is subject to any
additional terms that we specify and is only permitted during the Licence Term
we designate (or, if not designated, until terminated in accordance with this
Licensing Schedule). Except as otherwise set forth in this Section, the terms
and conditions of this Licensing Schedule governing Software, including Section
3.2 (Restrictions), fully apply to No-Charge Software. We may terminate
Client’s right to use No-Charge Software at any time and for any reason in our
sole discretion, without liability to Client. Client understand that any
pre-release and beta versions of Software, and any pre-release and beta
features within generally available Software, that we make available
(collectively, “Beta Versions”) are still under development, may be inoperable
or incomplete and are likely to contain more errors and bugs than generally
available Software. We make no promises that any Beta Versions will ever be
made generally available. In some circumstances, we may charge a fee in order
to allow Client to use Beta Versions, but the Beta Versions will still remain
subject to this Section 8. All information regarding the characteristics,
features or performance of any No-Charge Software (including Beta Versions)
constitutes Etiq AI’s Confidential Information. To the maximum extent permitted
by applicable law, we disclaim all obligations or liabilities with respect to
No-Charge Software, including any Support and Maintenance, warranty, and
indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ETIQ
AI’S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SOFTWARE WILL
BE UK ￡100.

9. License Certifications and Audits. At our request, Client agrees to provide
a signed certification that Client is using all Software pursuant to the terms
of this Licensing Schedule, including the Scope of Use. Client agrees to allow
us, or our authorised agent, to audit Client’s use of the Software (including
that of Client’s Authorised Users). We will provide the Client with at least
ten (10) days advance notice prior to the audit, and the audit will be
conducted during normal business hours. We will bear all out-of-pocket costs
that we incur for the audit, unless the audit reveals that Client has exceeded
the Scope of Use. Client will provide reasonable assistance, cooperation, and
access to relevant information in the course of any audit at Client’s own cost.
If Client exceeds Client’s Scope of Use, we may invoice Client for any past or
ongoing excessive use, and Client will pay the invoice promptly after receipt.
This remedy is without prejudice to any other remedies available to Etiq AI at
law or equity or under this Licensing Schedule. To the extent we are obligated
to do so, we may share audit results with certain of our third-party licensors
or assign the audit rights specified in this Section 9 to such licensors.

10. Ownership and Feedback. The Software is made available on a limited licence
or access basis, and no ownership right is conveyed to Client, irrespective of
the use of terms such as “purchase” or “sale”. Etiq AI and its licensors have
and retain all right, title and interest, including all intellectual property
rights, in and to Etiq AI Technology (including the Software). From time to
time, Clients may choose to submit Feedback to us. Etiq AI may in connection
with any of its products or services freely use, copy, disclose, licence,
distribute and exploit any Feedback in any manner without any obligation,
royalty or restriction based on intellectual property rights or otherwise. No
Feedback will be considered Client’s Confidential Information, and nothing in
this Licensing Schedule limits Etiq AI's right to independently use, develop,
evaluate, or market products or services, whether incorporating Feedback or
otherwise. For the avoidance of doubt, any modifications or customisations made
to the Etiq AI Technology and/or Software during the term of the Agreement
shall automatically be retained and vest Etiq AI and Client shall not receive
any rights in respect of such modifications or customisations.

11. Confidentiality. Except as otherwise set forth in this Licensing Schedule,
each party agrees that all code, inventions, know-how and business, technical
and financial information disclosed to such party (“Receiving Party”) by the
disclosing party (“Disclosing Party”) constitute the confidential property of
the Disclosing Party (“Confidential Information”), provided that it is
identified as confidential at the time of disclosure or should be reasonably
known by the Receiving Party to be confidential or proprietary due to the
nature of the information disclosed and the circumstances surrounding the
disclosure. Any Etiq AI Technology and any performance information relating to
the Software will be deemed Confidential Information of Etiq AI without any
marking or further designation. Except as expressly authorised herein, the
Receiving Party will (1) hold in confidence and not disclose any Confidential
Information to third parties and (2) not use Confidential Information for any
purpose other than fulfilling its obligations and exercising its rights under
this Licensing Schedule. The Receiving Party may disclose Confidential
Information to its employees, agents, contractors and other representatives
having a legitimate need to know, provided that they are bound to
confidentiality obligations no less protective of the Disclosing Party than
this Section 11 and that the Receiving Party remains responsible for compliance
by them with the terms of this Section 11. The Receiving Party's
confidentiality obligations will not apply to information which the Receiving
Party can document: (i) was rightfully in its possession or known to it prior
to receipt of the Confidential Information; (ii) is or has become public
knowledge through no fault of the Receiving Party; (iii) is rightfully obtained
by the Receiving Party from a third party without breach of any confidentiality
obligation; or (iv) is independently developed by employees of the Receiving
Party who had no access to such information. The Receiving Party may also
disclose Confidential Information if so required pursuant to a regulation, law
or court order (but only to the minimum extent required to comply with such
regulation or order and with advance notice to the Disclosing Party). The
Receiving Party acknowledges that disclosure of Confidential Information would
cause substantial harm for which damages alone would not be a sufficient
remedy, and therefore that upon any such disclosure by the Receiving Party the
Disclosing Party will be entitled to appropriate equitable relief in addition
to whatever other remedies it might have at law.

12. Term and Termination

12.1. Term. This Agreement is effective as of the Effective Date and continues
until expiration of all Licence Terms, unless earlier terminated as set forth
herein.

12.2. Termination for Cause. Either party may terminate this Agreement
(including all related Statement of Works) if the other party (a) fails to cure
any material breach of this Agreement within thirty (30) days after written
notice; (b) ceases operation without a successor; or (c) seeks protection under
any bankruptcy, receivership, trust deed, creditors’ arrangement, composition
or comparable proceeding, or if any such proceeding is instituted against that
party (and not dismissed within sixty (60) days thereafter).

12.3. Termination for Convenience. Client may choose to stop using the Software
and terminate this Agreement (including all Statement of Works) at any time for
any reason upon written notice to Etiq AI, but, unless Client are exercising
Client’s right to terminate early pursuant to Section 7.3 (Return Policy), upon
any such termination (i) Client will not be entitled to a refund of any
pre-paid fees and (ii) if Client have not already paid all applicable fees for
the then-current Licence Term or related services period (as applicable), any
such fees that are outstanding will become immediately due and payable.

12.4. Effects of Termination. Upon any expiration or termination of this
Agreement, Client’s licence to the Software terminates (even if the Licence
Term is identified as “perpetual” or if no expiration date is specified in
Client’s Statement of Work) and Client must cease using and delete (or at our
request, return) all Software and Confidential Information or other materials
of Etiq AI in Client’s possession, including on any third-party systems
operated on Client’s behalf. Client will certify such deletion upon our
request. If this Agreement is terminated by Client in accordance with Section
12.2 (Termination for Cause), Etiq AI will refund Client any prepaid Software
fees covering the remainder of the then-current Licence Term after the
effective date of termination. If this Agreement is terminated by Etiq AI in
accordance with Section 13.2 (Termination for Cause), Client will pay any
unpaid fees covering the remainder of the then-current Licence Term after the
effective date of termination. In no event will termination relieve Client of
its obligation to pay any fees payable to Etiq AI for the period prior to the
effective date of termination. Except where an exclusive remedy may be
specified in this Licensing Schedule, the exercise by either party of any
remedy, including termination, will be without prejudice to any other remedies
it may have under this Licensing Schedule, by law, or otherwise.

12.5. Survival. The following Sections will survive any termination or
expiration of this Agreement: 3.2 (Restrictions), 3.8 (Indemnification by
Client), 4.1 (Third Party Products), 7.5 (Payment), 7.6 (Taxes), 8 (No-Charge
Software) (disclaimers and use restrictions only), 10 (Licence Certifications
and Audits), 11 (Ownership and Feedback), 11 (Confidentiality), 12 (Term and
Termination), 13.3 (Warranty Disclaimer), 15 (Limitations of Liability), 15 (IP
Indemnification by Etiq AI) (but solely with respect to claims arising from
Client’s use of the Software during the Licence Term), 17 (Dispute Resolution),
18 (Export Restrictions), and 21 (General Provisions).

13. Warranties and Disclaimer

13.1. General Warranties. Each party represents and warrants that it has the
legal power and authority to enter into this Licensing Schedule. If Client is
an entity, Client represents and warrants that this Agreement and each
Statement of Work is entered into by an employee or agent of such entity with
all necessary authority to bind such entity to the terms and conditions of this
Agreement.

13.2. Virus Warranty. Etiq AI further represents and warrants that it will take
reasonable commercial efforts to ensure that the Software, in the form and when
provided to Client, will be free of any viruses, malware, or other harmful
code. For any breach of the foregoing warranty, Client’s sole and exclusive
remedy, and Etiq AI’s sole obligation, is to provide a replacement copy of the
Software promptly upon notice.

13.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1
(GENERAL WARRANTIES) AND 13.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT AND
MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND ETIQ AI AND
ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF
ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS,
IMPLIED, OR STATUTORY. ETIQ AI WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS,
SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF
ETIQ AI. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ETIQ AI NOR ANY OF ITS
THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR
THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR
DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2
(VIRUS WARRANTY), THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

14. Limitations of Liability

14.1. Consequential Damages Waiver. NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE
ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE,
LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS,
INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL,
RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

14.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS
SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US
UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

14.3. Excluded Claims. “Excluded Claims” means (1) amounts owed by Client under
any Statement of Works, (2) either party’s express indemnification obligations
in this Licensing Schedule, and (3) Client’s breach of Section 3.2
(Restrictions) or of Section 2 (Combining the Products with Open Source
Software) of Third Party Code in Etiq AI Products.

14.4. Nature of Claims and Failure of Essential Purpose. The parties agree that
the waivers and limitations specified in this Section 15 (Limitations of
Liability) apply regardless of the form of action, whether in contract, tort
(including negligence), strict liability or otherwise and will survive and
apply even if any limited remedy specified in this Licensing Schedule is found
to have failed of its essential purpose.

15. Publicity Rights. We may identify the Client as an Etiq AI customer in our
promotional materials. We will promptly stop doing so upon the Client's written
request.

16. Dispute Resolution

16.1. Informal Resolution. In the event of any controversy or claim arising out
of or relating to this Licensing Schedule, the parties will consult and
negotiate with each other and, recognizing their mutual interests, attempt to
reach a solution satisfactory to both parties. If the parties do not reach
settlement within a period of sixty (60) days, either party may pursue relief
as may be available under this Licensing Schedule pursuant to Section 17.2
(Governing Law; Jurisdiction). All negotiations pursuant to this Section 17.1
will be confidential and treated as compromise and settlement negotiations for
purposes of all rules and codes of evidence of applicable legislation and
jurisdictions.

16.2. Governing Law; Jurisdiction. This Agreement will be governed by and
construed in accordance with the applicable laws of the UK. Each party
irrevocably agrees that any legal action, suit or proceeding arising out of or
related to this Agreement must be brought solely and exclusively in, and will
be subject to the service of process and other applicable procedural rules of,
the UK court in London, and each party irrevocably submits to the sole and
exclusive personal jurisdiction of the courts in the UK generally and
unconditionally, with respect to any action, suit or proceeding brought by it
or against it by the other party. In any action or proceeding to enforce a
party’s rights under this Agreement, the prevailing party will be entitled to
recover its reasonable costs and attorneys’ fees.

16.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section
17.1 (Informal Resolution) and Section 16.2 (Governing Law; Jurisdiction),
nothing in this Agreement will prevent Etiq AI from seeking injunctive relief
with respect to a violation of intellectual property rights, confidentiality
obligations or enforcement or recognition of any award or order in any
appropriate jurisdiction.

17. Third Party Code. The Software includes code and libraries licensed to us
by third parties, including open source software.

18. Changes to this Licensing Schedule.

18.1. Modifications Generally. We may modify the terms and conditions of this
Licensing Schedule (including Etiq AI Policies) from time to time, with notice
given to Client by email, through the Software or through our website. Together
with notice, we will specify the effective date of the modifications.

Paid Licences:  Typically, when we make modifications to the main body of this
Licensing Schedule (excluding the Etiq AI Policies), the modifications will
take effect at the next renewal of Client’s Licence Term and will automatically
apply as of the renewal date unless Client elect not to renew pursuant to
Section 7.1 (Licence Term and Renewals). In some cases – e.g., to address
compliance with Laws, or as necessary for new features – we may specify that
such modifications become effective during Client’s then-current License Term.
If the effective date of such modifications is during Client’s then-current
Licence Term and Client object to the modifications, then (as Client’s
exclusive remedy) Client may terminate Client’s affected Statement of Works
upon notice to us, and we will refund to Client any fees Client have prepaid
for use of the affected Software for the terminated portion of the applicable
Licence Term. To exercise this right, Client must provide us with notice of
Client’s objection and termination within thirty (30) days of us providing
notice of the modifications. For the avoidance of doubt, any Statement of Work
is subject to the version of this Licensing Schedule in effect at the time of
the Statement of Work.

Etiq AI Policies:  Our products and business are constantly evolving, and we
may modify the Etiq AI Policies from time to time, including during Client’s
then-current Licence Term in order to respond to changes in our products, our
business, or Laws. In this case, unless required by Laws, we agree not to make
modifications to the Etiq AI Policies that, considered as a whole, would
substantially diminish our obligations during Client’s then-current Licence
Term. Modifications to the Etiq AI Policies will take effect automatically as
of the effective date specified for the updated policies.

19. General Provisions

19.1. Notices. Any notice under this Licensing Schedule must be given in
writing. We may provide notice to Client via email or through Client’s account.
Client agrees that any such electronic communication will satisfy any
applicable legal communication requirements, including that such communications
be in writing. Our notices to Client will be deemed given upon the first
business day after we send it. Client notices to us will be deemed given upon
our receipt.

19.2. Force Majeure. Neither party will be liable to the other for any delay or
failure to perform any obligation under this Licensing Schedule (except for a
failure to pay fees) if the delay or failure is due to events which are beyond
the reasonable control of such party, such as a strike, blockade, war, act of
terrorism, riot, natural disaster, failure or diminishment of power or
telecommunications or data networks or services, or refusal of a license by a
government agency.

19.3. Assignment. Clients may not assign or transfer this Licensing Schedule
without our prior written consent. As an exception to the foregoing, Client may
assign this Licensing Schedule in its entirety (including all Statement of
Works) to Client’s successor resulting from Client’s merger, acquisition, or
sale of all or substantially all of Client’s assets or voting securities,
provided that Client provide us with prompt written notice of the assignment
and the assignee agrees in writing to assume all of Client’s obligations under
this Licensing Schedule. Any attempt by Client to transfer or assign this
Licensing Schedule except as expressly authorised above will be null and void.
We may assign our rights and obligations under this Licensing Schedule (in
whole or in part) without Client’s consent. We may also permit our Affiliates,
agents and contractors to exercise our rights or perform our obligations under
this Licensing Schedule, in which case we will remain responsible for their
compliance with this Licensing Schedule. Subject to the foregoing, this
Licensing Schedule will inure to the parties’ permitted successors and assigns.

19.4. Conflicts. In event of any conflict between the main body of this
Agreement and either the Etiq AI Policies or Product-Specific Terms, the Etiq
AI Policies or Product-Specific Terms (as applicable) will control with respect
to their subject matter.

19.5. Waivers; Modifications. No failure or delay by the injured party to this
Agreement in exercising any right, power or privilege hereunder will operate as
a waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or
privilege hereunder at law or equity. Except as set forth in Section 18
(Changes to this Agreement), any amendments or modifications to this Agreement
must be executed in writing by the authorised representatives of Etiq AI and
Client.

19.6. Interpretation. As used herein, “including” (and its variants) means
“including without limitation” (and its variants). Headings are for convenience
only. If any provision of this Agreement is held to be void, invalid,
unenforceable or illegal, the other provisions will continue in full force and
effect.

19.7. Independent Contractors. The parties are independent contractors. This
Agreement will not be construed as constituting either party as a partner of
the other or to create any other form of legal association that would give
either party the express or implied right, power or authority to create any
duty or obligation of the other party.

20. Definitions. Certain capitalised terms are defined in this Section 20, and
others are defined contextually in this Licensing Schedule.

“Additional Services” means Professional Services, Support and Maintenance or
other services related to the Software provided to Client by Etiq AI, as
identified in an Statement of Work.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is
owned or is controlled by or is under common ownership or control with a party,
where “control” means the power to direct the management or affairs of an
entity, and “ownership” means the beneficial ownership of greater than 50% of
the voting equity securities or other equivalent voting interests of the
entity.

“Etiq AI Technology” means the Software (including all No-Charge Software),
Etiq AI Deliverables, their “look and feel”, any and all related or underlying
technology and any modifications or derivative works of the foregoing,
including as they may incorporate Feedback.

“Authorised Users” means the specific individuals whom Client designates to use
the applicable Software and for whom Client have paid the required fees.
Authorised Users may be Client’s or Client’s Affiliates’ employees,
representatives, consultants, contractors, agents or other third parties who
are acting for Client’s or Client’s Affiliates’ benefit or on Client’s or
Client’s Affiliates’ behalf.

“Documentation” means our standard published documentation for the Software.

“Feedback” means comments, questions, ideas, suggestions or other feedback
relating to the Software, Support and Maintenance or Additional Services.

“Laws” means all applicable local, state, federal and international laws,
regulations and conventions, including those related to data privacy and data
transfer, international communications and the exportation of technical or
personal data.

“Licence Term” means Client’s permitted licence term for the Software, as set
forth in an Statement of Work.

“New Releases” means any bug fixes, patches, major or minor releases, or any
other changes, enhancements, or modifications to the Software that Etiq AI
makes available to Client as part of Support and Maintenance.

“Scope of Use” means Client’s authorised scope of use for the Software as
specified in the applicable Statement of Work, which may include: (a) number
and type of Authorised Users, (b) numbers of licences, copies or instances, or
(c) entity, division, business unit, website, field of use or other
restrictions or billable units.

“Software” means Etiq AI’s commercially available downloadable software
products. Client Statement of Work will specify the Software that Client may
use.

“Statement of Work” means Etiq AI’s applicable ordering documentation or other
purchase flow referencing this Agreement. Statement of Works may include
purchases of Software licences, Support and Maintenance, Additional Services,
increased or upgraded Scope of Use or renewals.

“Support and Maintenance” means Etiq AI’s support and maintenance services for
the Software. Client level of Support and Maintenance will be specified in
Client’s Statement of Work.

“Training” means Etiq AI-provided training and certification services
