LICENSE

AXONIQ OPEN SOURCE LICENSE AGREEMENT – v1.0

PLEASE READ CAREFULLY THIS LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH
CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF
ALL OF THE SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("SOFTWARE")
THAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION
2 BELOW, THE SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY
INSTALLING OR USING ANY OF THE SOFTWARE GOVERNED BY THIS AGREEMENT, YOU
ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO
NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE
SOFTWARE GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE
SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU
HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT ON BEHALF OF SUCH ENTITY.

1. Definitions

1.1 “AxonIQ” means AxonIQ B.V., Vliegend Hertlaan 43, 3526 KT, Utrecht,
    The Netherlands.
1.2 “Affiliate” means, with respect to a party, any entity that controls, is
    controlled by, or which is under common control with, such party, where
    “control” means ownership of at least 50% of the outstanding voting shares
    of the entity.
1.3 “Agreement” means this open core license agreement. 1.4 " Software" means
    the AxonIQ Software in Object Code or Source Code in any file containing a
    header stating the contents are subject to this License unless a License
    file present in the directory subtree declares a different license.
1.5 "Derivative Work of the Software" means, for purposes of this Agreement,
    any modification(s) or enhancement(s) to the Software, which represent, as
    a whole, an original work of authorship.
1.6 “Documentation” means the user guides and manuals for the installation and
    use of the Software, provided in electronic form.
1.7 "License" means a limited, non-exclusive, non-transferable, fully paid up,
    royalty free, right and license, without the right to grant or authorize
    sublicenses, solely for your internal business operations to
    (i)  install and use the applicable Software in Object Code, and
    (ii) permit your contractors and your Affiliates to use the Software as set
         forth in (i) above, provided that such use by contractors must be
         solely for your benefit and/or the benefit of your Affiliates, and you
         shall be responsible for all acts and omissions of such contractors
         and Affiliates in connection with their use of the Software that are
         contrary to the terms and conditions of this Agreement.
1.8 "Marks and Notices" means all AxonIQ trademarks, trade names, logos and
    notices present on the Documentation as originally provided by AxonIQ.
1.9 "Non-production Environment" means an environment for development, testing
    or quality assurance, where software is not used for production purposes.
1.10 "Object Code" means any form resulting from mechanical transformation or
    translation of Source Code form, including but not limited to compiled
    object code, generated documentation, and conversions to other media types.
1.11 "Source Code" means the preferred form of computer software for making
    modifications, including but not limited to software source code,
    documentation source, and configuration files.
1.12 “Software” means the computer software programs in object code
    (machine-readable) form only for which Licensee is granted a license
    hereunder, the Documentation therefor and Updates thereto.
1.13 “Update” means:
    (i)  supplemental programs, if and when developed and distributed by AxonIQ,
         that may contain bug fixes or improved program functions for the
         Software; and
    (ii) a subsequent release of the Software, if and when developed by AxonIQ,
         which AxonIQ makes available for licensees that have an annual software
         support agreement. An Update does not include any release, new version,
         option, or future product, which AxonIQ licenses separately.

2. Object Code End User Licenses, Restrictions and Third-Party Open
   Source Software

2.1 Object Code End User License. Subject to the terms and conditions of
Section 2.2 of this Agreement, AxonIQ hereby grants to you, at no charge
and for so long as you are not in breach of any provision of this
Agreement, a License to the Software.

2.2 Reservation of Rights; Restrictions. As between AxonIQ and you, AxonIQ and its licensors own
all right, title and interest in and to the AxonIQ Software, and except
as expressly set forth in Sections 2.1, and 3.1 of this Agreement, no
other license to the AxonIQ Software is granted to you under this
Agreement, by implication, estoppel or otherwise. You agree not to:
    (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce
        any  AxonIQ Software provided to you in Object Code, or any portion
        thereof, to  Source Code, except and only to the extent any such
        restriction is prohibited  by applicable law,
    (ii) except as expressly
        permitted in this Agreement,  prepare  derivative works from, modify,
        copy or use the AxonIQ Software Object  Code or the Commercial Software
        Source Code in any manner;
    (iii) except as  expressly permitted in
        Section 2.1 above, transfer, sell, rent, lease,  distribute, sublicense,
        loan or otherwise transfer, AxonIQ Software Object  Code, in whole or in
        part, to any third party;
    (iv) use AxonIQ Software  Object Code for
        providing time-sharing services, any software-as-a-service,  service
        bureau services or as part of an application services provider or  other
        service offering (collectively, "SaaS Offering") where obtaining access
        to the AxonIQ Software or the features and functions of the AxonIQ
        Software  is a primary reason or substantial motivation for users of the
        SaaS Offering  to access and/or use the SaaS Offering ("Prohibited SaaS
        Offering");
    (v) circumvent the limitations on use of AxonIQ Software
        provided to you in  Object Code format that are imposed or preserved by
        any License Key, or
    (vi)  alter or remove any Marks and Notices in the AxonIQ Software.
If you have any question as to whether a specific SaaS
Offering constitutes a Prohibited SaaS Offering, or are interested in
obtaining AxonIQ's permission to engage in commercial or non-commercial
distribution of the AxonIQ Software, please contact license@axoniq.io.

2.3 Open source software. The Software may contain or be provided with open
source software, which may have applicable license terms as identified or
provided with the documentation. Notwithstanding anything to the contrary
herein, use of the open source software shall be subject to the license terms
and conditions applicable to such open source software, to the extent required
by the applicable licensor.

Certain components of the Software may be subject to open-source software
licenses ("Open-Source Components"), which means any software license approved
as open-source licenses by the Open Source Initiative or any substantially
similar licenses, including without limitation any license that, as a condition
of distribution of the software licensed under such license, requires that the
distributor make the software available in source code format. The Software
documentation includes an overview including references to the licenses
applicable to the Open-Source Components.

To the extent there is conflict between the license terms covering the
Open-Source Components and this Agreement, the terms of such licenses will apply
in lieu of the terms of this Agreement. To the extent the terms of the licenses
applicable to Open-Source Components prohibit any of the restrictions in this
Agreement with respect to such Open-Source Component, such restrictions will not
apply to such Open-Source Component. To the extent the terms of the licenses
applicable to Open-Source Components require Licensor to make an offer to
provide source code in connection with the Product, such offer is hereby made,
and you may exercise it by contacting support@axoniq.io. AxonIQ may also
separately provide you with certain open source software that is licensed by
AxonIQ. Your use of such AxonIQ open source software will not be governed by
this Agreement, but by the applicable open source license terms.

3. Commercial Software Source Code

3.1 Limited License. Subject to the terms and conditions of Section 3.2
of this Agreement, AxonIQ hereby grants to you, at no charge and for so
long as you are not in breach of any provision of this Agreement, a
limited, non-exclusive, non-transferable, fully paid up royalty free
right and license to the Commercial Software in Source Code format,
without the right to grant or authorize sublicenses, to prepare
Derivative Works of the Commercial Software, provided you (i) do not
hack the licensing mechanism, or otherwise circumvent the intended
limitations on the use of the Software to enable features you are
entitled to as part of a Subscription, and (ii) use the resulting object
code only for reasonable testing purposes.

3.2 Restrictions. Nothing in Section 3.1 grants you the right to
    (i)   use the Commercial Software Source Code other than in accordance with
          Section 3.1 above,
    (ii)  use a Derivative Work of the Commercial Software outside of a
          Non-production Environment, in any production capacity, on a temporary
          or permanent basis, or
    (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise
          make available the Commercial Software Source Code, in whole or in
          part, to any third party. Notwithstanding the foregoing, you may
          maintain a copy of the repository in which the Source Code of the
          Commercial Software resides, and that copy may be publicly accessible,
          provided that you include this Agreement with your copy of the
          repository.

3.3 High-Risk Use. Unless AxonIQ gives its prior written consent and is
consulted regarding the specific deployment, system set-up and Software support
plan, you have  no right to use (and must not use) the Software in any
application or situation where the failure of the Software could lead to death
or serious bodily injury of any person, or to severe physical or environmental
damage (“High Risk Use”). High Risk Use does not include utilization of the
Software for administrative purposes, to store configuration data, engineering
and/or configuration tools, or other applications, the failure of which would
not result in death, personal injury, or severe physical or environmental
damage. You agrees to indemnify and hold harmless AxonIQ from any third-party
claim arising out of your use of the Software in connection with any High-Risk
Use.

3.4 Ownership. AxonIQ retains all title, copyright and other proprietary rights
in, and ownership of, the Software regardless of the media upon which the
original or any copy may be recorded or fixed. The Software is licensed, not
sold.

4. Verification/Audit

At AxonIQ’s written request, not more frequently than annually, you will furnish
AxonIQ with a signed certification verifying that the Software is being used in
accordance with the provisions of this Agreement. AxonIQ may audit your use of
the Software. Any such audit will be conducted during regular business hours
at your facilities and will not unreasonably interfere with your business
activities.

5. Limited Warranties and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND, AND AXONIQ AND ITS LICENSORS MAKE NO
WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE
SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AXONIQ AND ITS
LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE
SOFTWARE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, AXONIQ DOES NOT
WARRANT RESULTS OF USE OR THAT THE SOFTWARE WILL BE ERROR FREE OR THAT THE USE
OF THE SOFTWARE WILL BE UNINTERRUPTED.

6. Confidentiality

The Software, including the Documentation, the terms under this Agreement, and
any other information that may be marked as confidential is the confidential and
proprietary information of AxonIQ (“Confidential Information”). Results of any
benchmark tests on the Software run by you may not be disclosed outside of your
organization without the prior written consent of AxonIQ. Licensee will hold
the Confidential Information in strict confidence during the term of this
Agreement and for a period of five (5) years thereafter. You will take
reasonable steps to ensure that your employees, contractors and agents also
comply with the confidentiality obligations of this Section 6.

7. Liability Limitations

7.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION
OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED
BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF
AXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Third Party Software

The Software may incorporate, embed or be bundled with software or components
that are owned by third parties. Use of a AxonIQ Licensor’s software or
components is governed by the terms and conditions contained in such AxonIQ
Licensor’s end user license agreement, a copy of which will be provided with
delivery of such AxonIQ Licensor’s software.

9. General Terms

9.1 Governing Law and Dispute Resolution. This Agreement will be governed by and
construed in accordance with the laws of the Netherlands, excluding the U.N.
Convention on Contracts for the International Sale of Goods. All disputes,
claims or controversies arising out of or relating to this Agreement that are
not resolved by the parties’ good faith attempt to negotiate a resolution will
be submitted to the exclusive jurisdiction of the courts in Amsterdam, the
Netherlands.

9.2 Export Restrictions. You agrees to comply fully with
all applicable international and national export laws and regulations,
including the U.S Export Administration Regulations and the Office of
Foreign Asset Control Regulations, as well as end-use and destination
restrictions issued by the U.S and foreign governments to assure that
neither the Software nor any direct product thereof are
    (i)  exported, directly or indirectly, in violation of export laws; or
    (ii) are intended to be used for any purposes prohibited by the export laws.

9.3 Force Majeure. Neither party will be responsible to the other for any
failure or delay in its performance due to force majeure provided that such
party gives prompt written notice thereof to the other party and uses its
diligent efforts to resume performance.

9.4 AxonIQ may amend these license terms and conditions at any time giving one
months’ prior notice. In case you do not agree to these modified terms you may
terminate this Agreement and cease using the Software.

9.5 Severability; Waiver. If a court of competent jurisdiction finds any
provision of this Agreement invalid or unenforceable, that provision of the
Agreement will be amended to achieve as nearly as possible the intent of the
parties, and the remainder of this Agreement will remain in full force and
effect. The waiver by either party of a breach of any provision of this
Agreement in one instance shall not operate or be construed as a waiver of any
subsequent breach of the same provision or any other provision of this
Agreement .

9.6 Notices. All notices required to be sent hereunder will be in writing and
addressed to the address shown on https://axoniq.io). AxonIQ may give notices
applicable to the Licensed Software or the Support Services by means of a
general notice on the AxonIQ portal for its services, and notices specific to
Licensee by electronic mail to the e-mail address specified in the Software
Schedule.

9.7 Assignment. You may not assign this Agreement, in whole or in part, without
AxonIQ’s prior written consent. Any attempt to assign this Agreement without
such consent will be null and void. Subject to the foregoing, this Agreement
will bind and inure to the benefit of each party's permitted successors and
assigns.

9.8 Survival. The Sections of this Agreement that by their nature survive
expiration or termination of the Agreement include but are not limited to the
following Sections, 4, 5, 6, 7, and 9.

9.9 Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all prior or contemporaneous agreements, written or
oral, concerning the subject matter of this Agreement. It is expressly agreed
that the terms of this Agreement will supersede the terms in any purchasing
document submitted by you; and the terms of any purchasing document are
expressly rejected to the extent inconsistent with the terms of this Agreement.