TRIAL PRODUCT AGREEMENT

between
VISIONOSS LIMITED, UK Registration No. 04672443, and its affliates (“VOSS”)
and
End User
hereafter referred to as the “Parties”

1.1. Trial Product: the software and/or services made available by VOSS to End User for evaluation under this Agreement for the Evaluation Term.

1.2. Evaluation Term: thirty (30) days.

1.3. Start of Evaluation Term: the date End User is first granted access credentials to the Trial Product (or, if earlier, the date End User first accesses the Trial Product).

1.4. Trial Costs: no charge, unless otherwise set out in an Order Form; End User is responsible for its own internal costs and expenses.

2.1. The End User hereby appoint VOSS to provide the Trial Product and VOSS accepts the appointment, subject to this cover sheet (“the cover sheet”), the terms attached, and other annexures which is/are and/or may from time to time, subject to prior written agreement between the parties, be annexed hereto, (the “Agreement”). The End User accepts this Agreement (and annexures) by electronically indicating acceptance (including by clicking an “I agree” button or similar mechanism) .

1.1. VisionOSS Limited and/or its affiliates (“VOSS”) is willing to license the Trial Product (as set out in the cover page) to the End User solely for evaluation purposes only on the condition that the End User accept all of the terms and conditions of this Agreement.

Grant of License: Subject to the terms of this Agreement, VOSS grants to the End User during the Evaluation Term (as set out in the cover page), a non-transferable, non-assignable and non-exclusive, revocable license to use the Trial Product solely for the End User’s internal evaluation of the Trial Product.

2.2. Service Access and Accounts. To the extent the Trial Product is made available by VOSS as a hosted, cloud-based or otherwise remotely accessed service (the “Service”), VOSS will provide the End User with access credentials and/or enable access to the Service for the End User’s authorised users permitted under this Agreement. The End User is responsible for (i) maintaining the confidentiality of all access credentials, (ii) all activities that occur under its accounts, and (iii) ensuring that its authorised users comply with this Agreement. The End User will promptly notify VOSS of any actual or suspected unauthorised access to or use of the Service.

2.3. Acceptable Use. The End User will not (and will not allow any third party to): (i) access or use the Service except as expressly permitted under this Agreement and solely for internal evaluation during the Evaluation Term; (ii) interfere with, disrupt, damage or attempt to gain unauthorised access to the Service or any systems or networks used to provide the Service; (iii) introduce into the Service any viruses, worms, Trojan horses, malware or other harmful code; (iv) use the Service to store, transmit or process any material that is unlawful, infringing, defamatory or otherwise violates the rights of any third party; (v) use the Service in a manner that results in excessive or abnormal usage, or that materially burdens the Service (as reasonably determined by VOSS); or (vi) use the Service for benchmarking, competitive analysis, or to develop or improve any product or service that competes with VOSS.

2.4. Trial Environment. The Service (including any trial environment, features, functionality, user limits, storage limits, and other technical parameters) is provided for evaluation purposes only and may be modified by VOSS from time to time. VOSS does not provide any service levels, uptime commitments, or support obligations in respect of the Trial Product or Service unless otherwise agreed in writing by VOSS.

2.5. Suspension. Without limiting any other rights or remedies, VOSS may suspend or restrict the End User’s (or any authorised user’s) access to the Service immediately, without liability, if VOSS reasonably believes that: (i) the End User or any authorised user has breached this Agreement; (ii) the End User’s or any authorised user’s access or use poses a security risk to the Service, VOSS, or any third party; (iii) suspension is required to prevent or address fraud, abuse, or unlawful activity; or (iv) suspension is required by applicable law or a regulatory authority. VOSS will use reasonable endeavours to restore access following resolution of the issue giving rise to the suspension.

2.6. Data and Trial Outputs. The End User acknowledges that the Service is a trial offering and agrees that it is responsible for exporting or backing up any data, configurations, reports or other outputs it wishes to retain prior to the end of the Evaluation Term or earlier termination. VOSS may delete or disable access to any such data or outputs following expiry or termination of this Agreement. For the avoidance of doubt, as between the parties, the End User retains all right, title and interest in and to any data, content, or information submitted to, processed by, or generated through the End User’s use of the Trial Product (excluding the Trial Product itself and any VOSS Confidential Information) (“End

User Data”). The End User grants VOSS a non-exclusive, worldwide, royalty-free right during the Term to host, copy, transmit, display, process and otherwise use End User Data solely as necessary to provide, support, secure, and improve the Trial Product and to perform VOSS’s obligations under this Agreement. VOSS may also collect and use aggregated and/or de-identified data and analytics derived from the End User’s use of the Trial Product (including from End User Data) for VOSS’s internal business purposes, including operating, supporting, securing, and improving the Trial Product, provided that such data does not identify the End User or any individual.

2.7. Third-Party Services. The Service may interoperate with or depend on third-party services, software, or networks. VOSS is not responsible for the availability, performance, or acts or omissions of any third party.

3.1. All right, title and interest in and to each Party’s intellectual property vests in that Party, and nothing in this Agreement transfers ownership of either Party’s intellectual property to the other Party.

4.1. The End User shall defend, indemnify and hold harmless VOSS and its officers, directors, employees or agents from and against any and all third-party claims, suits, actions or proceedings to the extent arising out of or in connection with a breach by the End User of the provisions of this Agreement, provided that VOSS (a) promptly notifies the End User in writing of such claim, (b) permits the End User to control the defense and settlement of such claim (provided that the End User may not settle any claim in a manner that admits fault on behalf of, or imposes any obligation on, VOSS without VOSS’s prior written consent), and (c) provides reasonable cooperation, at the End User’s expense.

5.1. The End User acknowledges and agrees by entering into this Agreement that VOSS will not be liable with respect to, or responsible for, any subject matter of this Agreement under any legal theory, including, without limitation, contract, negligence, strict liability or other theory, (i) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (ii) for any incidental, consequential, punitive or special damages, even if advised of the possibility of such damages.

5.2. In no event will VOSS’s aggregate cumulative liability for any and all claims arising out of or related to this Agreement exceed the greater of (a) those amounts paid by the End User to VOSS in terms of the Agreement for the evaluation of the Trial Product in terms of this Agreement and (b) USD 1,000.

6.1. The Trial Product is provided to the End User “as is” and any use by the End User during the Evaluation Term will be at the End User’s sole risk. VOSS and its suppliers make no representations or warranties of any kind, express or implied, with respect to the Trial Product including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose, informational content, system integration, enjoyment, non-infringement or any other warranties arising out of course of dealing, usage or trade.

7.1. This Agreement shall be effective for the Evaluation Term (as set out in the cover page) and shall automatically terminate at the end of the Evaluation Term unless extended by mutual agreement in writing.

7.2. VOSS may terminate this Agreement immediately for convenience and without liability.

7.3. This Agreement will immediately terminate upon the End User’s breach of this Agreement. Upon the expiration, cancellation or termination of this Agreement for any reason, (i) all licenses granted under

this Agreement will cease, and (ii) the End User will immediately return any and all copies of the Trial Product and any VOSS Confidential Information (including any documentation and materials provided by VOSS) and destroy or erase any intangible copies of the Trial Product. VOSS shall be entitled to assess the End User’s compliance with this clause and obtain a certificate to confirm compliance. These remedies will be cumulative and in addition to any other remedies available to VOSS.

8.1. Each Party’s confidential information (including (without limitation) any personal information) will be kept confidential and protected using at least the same degree of care as the receiving Party uses to protect its own confidential information of a similar nature (and in any event no less than reasonable care), and will only be used for the performance or implementation of this Agreement and only disclosed to the receiving Party’s employees, contractors and professional advisers who have a need to know for that purpose and who are bound by confidentiality obligations no less protective than those set out in this Agreement. Confidential information includes all non-public information disclosed by or on behalf of a Party in connection with this Agreement, whether in oral, written, electronic or other form, including without limitation the disclosing Party’s software (including any trial or evaluation software), documentation, technical information, product plans, know-how, business information, pricing and customer information. Confidential information does not include information that the receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving Party without restriction before disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s confidential information. The receiving Party may disclose confidential information to the extent required by applicable law or a regulatory authority, provided that (to the extent legally permitted) it gives the disclosing Party prompt written notice and reasonable cooperation (at the disclosing Party’s expense) to seek a protective order or other appropriate remedy. These confidentiality obligations apply during the Term and for five (5) years thereafter; provided that, for VisionOSS Limited’s trade secrets, such obligations will continue for so long as such information remains a trade secret.

9.1. Each Party undertakes to use its reasonable endeavours to procure that all of its data operators, agents and contractors comply with applicable data protection law in connection with the performance of its obligations and exercise of its rights under this Agreement.

9.2. The End User warrants that where the End User have or will provide information and/or data, or access to information or data, including personal information, it has obtained the required permissions and consents to the extent necessary and in compliance with the provisions of applicable legislation relating to data protection to enable it to lawfully provide such information or data, including personal information, to VOSS.

9.3. Where one Party (the “Data Processor”) processes personal data on behalf of the other Party or its affiliates (the “Data Controller”), the Data Controller shall be responsible for complying with the conditions for the lawful processing of such personal data and shall determine the purposes for and the manner in which the personal data are processed and the Data Processor shall only process those Personal Information in accordance with the Data Controller’s instructions (and all processing in accordance with this Agreement shall be deemed to be on the instructions of the applicable Data Controller).

9.4. Each Party shall (and shall ensure that any of its data processors or operators shall) take appropriate technical and organisational security measures to ensure the integrity and confidentiality of all

personal information against unauthorised or unlawful processing of any personal information supplied to it by the other Party and against accidental loss or destruction of, or damage to, that personal information in accordance with the requirements of applicable data protection legislation.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation. Each Party waives any objection to such courts on the grounds of venue or that the proceedings have been brought in an inconvenient forum.

(a) Form of Notice. Any notice, demand, consent, approval or other communication required or permitted to be given under this Agreement (a “Notice”) must be in writing and will be effective only if delivered in accordance with this clause. Notices may be delivered by: (i) email; or (ii) pre-paid first-class post or recorded delivery to the applicable registered address of each Party. (b) Deemed Receipt. (i) Email: a Notice sent by email will be deemed received at the time it is sent, provided that the sender does not receive an automated message (or other notice) indicating that the email was not delivered; if such a message is received, the Notice will be deemed received when the Notice is re-sent to a valid email address. (ii) Post: a Notice sent by pre-paid first-class post or recorded delivery will be deemed received at 9:00 a.m. (UK time) on the second Business Day after posting. (d) Business Days. “Business Day” means a day other than a Saturday, Sunday or public holiday in England.