opsCTRL End User License Agreement

OPSCTRL

FACILITY APPLICATION END USER LICENSE AGREEMENT

PLEASE READ THIS OPSCTRL
FACILITY APPLICATION END USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE
CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE inCTRL opsCTRL™ MOBILE
APPLICATION OR WEB PORTAL ACCOMPANYING THIS LICENSE. BY ENTERING INTO A
PURCHASE ORDER OR SIMILAR DOCUMENT, CLICKING THE “ACCEPT” BUTTON, OR
DOWNLOADING OR USING THE APPLICATION, YOU (i) REPRESENT AND WARRANT THAT YOU
HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF YOUR
ORGANIZATION OR GOVERNMENT AGENCY THAT IS A PURCHASER OF inCTRL SERVICES OR
SOFTWARE (“CUSTOMER” and “END USER”), AND IN FACT AGREE TO THE TERMS
OF THIS LICENSE ON BEHALF OF CUSTOMER; OR (ii) REPRESENT AND WARRANT THAT A
PERSON WITH AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF
CUSTOMER HAS ALREADY DONE SO. YOU ALSO AGREE THAT YOUR PERSONAL USE OF THE
APPLICATION WILL COMPLY WITH THE TERMS OF THIS LICENSE.

IF YOU
DO NOT AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF CUSTOMER, OR IF YOU DO
NOT HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF
CUSTOMER AND CUSTOMER HAS NOT ALREADY BEEN BOUND TO THE TERMS OF THIS LICENSE
BY A DULY AUTHORIZED PERSON, YOU MAY NOT CLICK THE “ACCEPT” BUTTON OR
DOWNLOAD OR USE THE APPLICATION

1.
General

The
Application is licensed, not sold, to Customer by inCTRL Solutions Corp (the
“Company”) for use strictly in accordance with the terms and conditions of this
License, and any “usage rules” established by any other third party
platform through which Customer downloads or uses the Application, such as the
Apple Inc. App Store (“Usage Rules”), which are incorporated herein by this
reference. The term “Application” shall refer to and consist of the
following: (i) the software, including the mobile software application and web
portal, through which Customer is able to access opsCTRL™ Facility , including,
without limitation, any software code, scripts, interfaces, graphics, displays,
videos, text, documentation and other components; (ii) any updates,
modifications, enhancements, Internet-based services, and support services
related to the items listed in subsection (i); (iii) any opsCTRL content that
is made available through any API, regardless of the medium through which it is
accessed, and (iv) any inCTRL website to which the software listed in
subsection (i) directs users via any browser located on any phone or other
mobile device (“Mobile Device”).

The Company will use reasonable efforts to make the Application
available for use as contemplated herein in accordance with the Service Level
Agreement (“SLA”) attached hereto as Annex 1.

2.
License Grant and Restrictions on Use

2.1
License Grant

Company
grants Customer a worldwide, revocable, non-exclusive, non-sublicensable
limited right to install, access, and use the Application on Mobile Devices and
other computers owned and controlled by Customer or users authorized by
Customer, strictly in accordance with the terms and conditions of this License,
the Usage Rules and any service agreement associated with end users’ Mobile
Devices (collectively “Related Agreements”).

2.2
Restrictions on Use

Customer shall use the
Application strictly in accordance with the terms of the Related Agreements and
shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the
source code of, or decrypt the Application; (b) copy, make any modification,
adaptation, improvement, enhancement, translation or derivative work from the
Application; (c) violate any applicable laws, rules or regulations in
connection with Customer’s access or use of the Application; (d) remove, alter
or obscure any proprietary or confidentiality notice (including any notice of
copyright or trademark) of Company or its affiliates, subsidiaries, business
partners, or service providers, or the licensors of the Application; (e) use
the Application for any revenue generating endeavor, commercial enterprise, or
purpose other than for which it was designed or intended by Company; (f) use
the Application for creating a product, service or software that is, directly
or indirectly, competitive with or in any way a substitute for any services,
product or software offered by Company; (g) use the Application to send
automated queries to any website or to send any unsolicited commercial e-mail;
or (h) use any proprietary information or interfaces of Company or other
intellectual property of Company in the design, development, manufacture,
licensing or distribution of any applications, accessories or devices for use
with the Application. Additionally, Customer is responsible for managing all
user accounts to which it is entitled pursuant to its License with Company, and
ensuring that all Customer users comply with the requirements set forth in this
License.

2.3
Updates

Customer understands and
agrees that Company may occasionally upgrade, add features to, or change the
Application from time to time in order to improve, enhance, and further develop
the Application and Company’s services. Such changes may be made without notice
to or approval from end users, where permitted by applicable law.

3.
Intellectual Property Rights

3.1
Rights to Application

Customer acknowledges and
agrees that the Application and all copyrights, patents, trademarks, trade
secrets and other intellectual property rights associated therewith are, and
shall remain, the property of Company. Furthermore, Customer acknowledges and
agrees that the source and object code of the Application and the format,
directories, queries, algorithms, structure and organization of the Application
are the intellectual property and proprietary and confidential information of
Company and its affiliates, subsidiaries, business partners, and service
providers. Company acknowledges that Customer obligations facilitated by this
License shall be subject to any applicable open records obligations required by
law. Except as expressly stated in this License, Customer is not granted any
intellectual property rights in or to the Application by implication, estoppel
or other legal theory, and all rights in and to the Application not expressly
granted in this License are hereby reserved and retained by Company.

3.2
Third Party Software

The Application
may utilize or include third party software that is subject to open source and
third party license terms (“Third Party Software”). Customer
acknowledges and agrees that Customer’s right to use such Third Party Software
as part of the Application is subject to and governed by the terms and
conditions of the open source or third party license applicable to such Third
Party Software, including, without limitation, any applicable acknowledgements,
license terms and disclaimers contained therein. In the event of a conflict
between the terms of this License and the terms of such open source or third
party licenses, the terms of the open source or third party licenses shall
control with regard to Customer’s use of the relevant Third Party Software. In
no event, shall the Application or components thereof be deemed to be
“open source” or “publically available” software.

3.3
Company’s Marks

Customer is not
authorized to use the Company trademarks in any advertising, publicity or in
any other commercial manner without the prior written consent of Company, which
may be withheld for any or no reason.

3.4
Infringement Acknowledgement

4.
Company
will indemnify, defend, and hold harmless Customer from and against any and all
third-party claims, losses, damages, suits, fees, judgments, costs, and
expenses that Customer may suffer or incur arising out of or in connection with
Company’s infringement or violation of any patent, copyright, trade secret,
trademark, or other third party intellectual property right. Customer will,
however, promptly notify Company in writing of any such claims. Company has no
obligation or liability however with respect to any claim which is based upon
or results from any unauthorized modification or use of the Application.Restriction on Transfer

Customer may not rent,
lease, lend, sublicense or transfer the Application, this License or any of the
rights granted hereunder, unless explicitly permitted to do so under the terms
of the applicable service agreement. Any attempted transfer in contravention of
this provision shall be null and void and of no force or effect.

5.
Use of Information

5.1
Information Collected through the Application

Customer and
End Users can learn more about how Company processes information provided by
Customer through the Application by reading our DPA, available at https://www.inctrl.com/dpa.
End user acknowledges the collection, use, and disclosure of its information
through the Application will be in accordance with the terms of the Privacy
Policy of the Customer as currently listed, provided however that no change in the
Privacy Policy will result in a material diminution of any applicable products,
services or applications. Customer and End Users also acknowledge that Internet
transmissions are never completely private or secure and that there is a risk
that any message or information sent to the Application may be read or
intercepted by others.

5.2
Customer Content and Conduct

The Application
may allow Customer to upload, submit, store, send, or receive content. Customer
retains ownership of any intellectual property rights Customer may have in that
content (“Customer Content”). When Customer uploads, submits, stores, sends, or
receives Customer Content to or through the Application, Customer grants and
represents that Customer has the right to grant Company and its affiliates,
subsidiaries, business partners, and service providers a worldwide
non-exclusive, royalty-free, fully sublicensable, fully transferable,
irrevocable, perpetual license to use, reproduce, modify, create derivative
works of, communicate, publish, publicly perform, publicly display, and distribute,
Customer Content for the purpose of providing and improving the Application.
Customer further agrees that Customer Content will not contain third party
copyrighted material, or material that is subject to other third-party
proprietary or privacy rights, unless Customer has permission from the rightful
owner of the material or Customer is otherwise legally entitled to upload,
submit, store, send, or receive Customer Content for access and use in the
Application and to grant Company all of the license rights granted herein.
Additionally, Customer agrees that all Customer Content uploaded, submitted,
stored, sent, or received through the Application shall be related to the
Customer equipment and operations.

6.
Third Party Content and Services

6.1
General

Customer
acknowledges that the Application may permit access to products, services,
websites, advertisements, promotions, recommendations, advice, information, and
materials created and provided by advertisers, publishers, content partners,
marketing agents, vendors and other third parties (“Third Party Content
and Services”).

6.2
Disclaimer

Customer
acknowledges that Company does not investigate, monitor, represent or endorse
the Third-Party Content and Services (including any third-party websites
available through the Application or third party messaging services that may
integrate with the Application). Furthermore, Customer’s access to and use of
the Third-Party Content and Services is at Customer’s sole discretion and risk,
and Company and its affiliates, subsidiaries, business partners, and service
providers shall have no liability to Customer arising out of or in connection
with Customer’s access to and use of the Third-Party Content and Services. Company
hereby disclaims any representation, warranty, condition, or guaranty regarding
the Third Party Content and Services, whether express, implied or statutory,
including, without limitation, the implied warranties or conditions of
merchantability, merchantable quality, or fitness for a particular purpose, and
any representation, warranty, condition, or guaranty regarding the
availability, quality, reliability, features, appropriates, accuracy,
completeness, or legality of the Third Party Content and Services.

6.3
Third-Party Terms of Service

Customer
acknowledges and agrees that Customer’s access to and use of the Third-Party
Content and Services and any correspondence or business dealings between
Customer and any third party located using the Application are governed by and
require Customer’s acceptance of the terms of service of such third party,
including, without limitation, any terms, privacy policies, conditions,
representations, warranties or disclaimers contained therein. Furthermore,
Customer acknowledges and agrees that the Third-Party Content and Services and
any related third-party terms of service are subject to change by the
applicable third party at its sole discretion and without any notice. Customer
assumes all risks arising out of or resulting from Customer’s transaction of
business over the Internet and with any third party, and Customer agrees that
Company and its affiliates, subsidiaries, business partners, and service
providers are not responsible or liable for any loss or result of the presence
of information about or links to such service providers or other third parties.
Furthermore, Customer acknowledges and agrees that Customer is not being
granted a license to (i) the Third Party Content and Services; (ii) any
products, services, processes or technology described in or offered by the
Third Party Content and Services; or (iii) any copyright, trademark, patent or
other intellectual property right in the Third Party Content or Services or any
products, services, processes or technology described or offered therein.

6.4
Endorsements

Customer
acknowledges and agrees that the provision of access to any Third-Party Content
and Service shall not constitute or imply any endorsement by Company or its
affiliates, subsidiaries, business partners, or service providers of such Third-Party
Content and Services. Company reserves the right to restrict or deny access to
any Third Party Content and Services otherwise accessible through the
Application, although Company has no obligation to restrict or deny access even
if requested by Customer.

6.5
Inappropriate Materials

Customer
understands that by accessing and using the Third-Party Content and Services,
Customer may encounter information, materials and subject matter (i) that
Customer or others may deem offensive, indecent, or objectionable; (ii) which
may or may not be identified as having explicit language, and (iii) that automatically
and unintentionally appears in search results, as a link or reference to
objectionable material. Notwithstanding the foregoing, Customer agrees to use
the Third Party Content and Services at Customer’s sole risk and that Company
and its affiliates, subsidiaries, business partners, and service providers
shall have no liability to Customer for information, material or subject matter
that is found to be offensive, indecent, or objectionable.

6.6
Use of Third-Party Content and Services

Customer
agrees that the Third-Party Content and Services contain proprietary
information and material that is owned by Company and its affiliates,
subsidiaries, business partners, and service providers and is protected by
applicable intellectual property and other laws, including, without limitation,
pursuant to copyright, and that Customer will not use such proprietary
information or materials in any way whatsoever except for permitted use of the Third-Party
Content and Services. No portion of the Third-Party Content and Services may be
reproduced in any form or by any means. Customer agrees not to modify, rent,
lease, loan, sell, distribute, or create derivative works based on the Third-Party
Content and Services, in any manner, and Customer shall not exploit the Third-Party
Content and Services in any unauthorized way whatsoever, including, without
limitation, by trespass or burdening network capacity. Customer agrees that
Customer will not use any Third-Party Content and Services in a manner that
would infringe or violate the rights of any other party, and that Company is
not in any way responsible for any such use by Customer.

6.7
Mobile Devices and Related Charges

The
Application may provide End User with the opportunity to send and receive data
via End User’s mobile device, including receive communications from the Company
via text message, which may result in mobile charges, including text-messaging
and data charges. Customer and End User, and not the Company, is responsible
for any mobile charges that Customer may incur in connection with its access or
use of the Application. If Customer is unsure what those charges would be, it
should contact its mobile service provider.

7.
Term and Termination

7.1
Term

The License shall enter
into force on the date defined in purchase order confirmation between the
Company or a Reseller and the Customer and shall be concluded for an initial
term as indicated in the purchase order (“Initial Term”). After expiry of the
Initial Term, the Agreement automatically renews for another year (“Renewal
Term”), unless it is terminated in accordance with Section 7.2. The Initial Term and Renewal Term may be
referred to herein, collectively, as the “Term.”.

7.2
Termination

Termination
for convenience of the License is prohibited during the Initial Term or any
Renewal Term. Customer may terminate the License by giving notice at least one
month in advance of the expiration of the Initial Term or current Renewal Term.
In case Customer has obtained user accounts for the Application from a third-party
supplier (i.e. not from Company), Customer may give notice of termination of
the License to the third-party supplier. In such case, the termination notice
issued to the third-party supplier shall terminate the License with Company.
Company may terminate the License by giving notice at least three months prior
to the expiration of the Initial Term or current Renewal Term. The right to
terminate the License for material breach remains unaffected. In any case, the
notice of termination must be in writing. Furthermore, if Customer fails to
comply with any terms and conditions of this License, then this License and any
rights afforded to Customer hereunder shall terminate automatically, without
any notice or other action by Company. For a period of thirty (30) days
immediately following the termination of this License, Customer may download
any and all documents and other information or data that Customer uploaded to
the Application. Otherwise, upon termination, Customer shall cease all further
use of the Application and uninstall the Application at the end of such thirty
(30) day period.

8.
Disclaimer of Warranties and Conditions

CUSTOMER
ACKNOWLEDGES AND AGREES THAT THE APPLICATION IS PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS, AND THAT CUSTOMER’S USE OF OR
RELIANCE UPON THE APPLICATION AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED
THEREBY IS AT CUSTOMER’S SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES,
SUBSIDIARIES, BUSINESS PARTNERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR
THE VERACITY AND ACCURACY OF ANY INFORMATION OR OTHER DATA CUSTOMER UPLOADS TO,
OR ACCESSES THROUGH, THE APPLICATION, AND HEREBY DISCLAIM ANY AND ALL
REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES REGARDING THE
APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE IN THE INDUSTRY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS
AFFILIATES, SUBSIDIARIES, BUSINESS PARTNERS, AND SERVICE PROVIDERS MAKE NO
WARRANTIES THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL
MEET CUSTOMER’S REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND
SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE OR
ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER
MATERIAL ACCESSED OR OBTAINED BY CUSTOMER THROUGH THE APPLICATION WILL BE AS
REPRESENTED OR MEET CUSTOMER’S EXPECTATIONS; OR (IV) ANY ERRORS IN THE
APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY OR FROM
THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, OR
GUARANTY. FURTHERMORE, CUSTOMER ACKNOWLEDGES THAT COMPANY HAS NO OBLIGATION TO
CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.

Company will have no
liability for errors, unreliable operation, or other issues resulting from use
of the Application on or in connection with rooted or jail broken devices or
use on any mobile device that is not in conformance with the manufacturer’s
original specifications, including use of modified versions of the operating
system (collectively, “Modified Devices”).
Use of the App on Modified Devices will be at Customer’s sole and
exclusive risk and liability.

9.
Limitation of Liability

UNDER NO
CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, SUBSIDIARIES, BUSINESS PARTNERS,
OR SERVICE PROVIDERS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, AND AGENTS OF ANY OF THE FOREGOING BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR ANY LOSS OF DATA,
USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING OR ARISING OUT OF OR IN
CONNECTION WITH (I) THIS AGREEEMENT, (II) CUSTOMER’S ACCESS OR USE OF OR
INABILITY TO ACCESS OR USE THE APPLICATION, (III) ANY THIRD PARTY CONTENT AND
SERVICES, OR (IV) UNAUTHORIZED USE OF, ACCESS TO, OR ALTERATION OF THE SERVICES
OR COMPANY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR
NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER
(WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE
AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY TO THE
FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW (AND IN PARTICULAR THIS CLAUSE
SHALL NOT EXCLUDE LIABILTY FOR DEATH OR PERSONAL INJURY) AND NOTWITHSTANDING A
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THESE TERMS.

Customers
wireless carrier, the manufacturer and retailer of Customer’s mobile device,
the developer of the operating system for the mobile device, the operator of
any application store, marketplace, or similar service through which the
Application was obtained, and their respective affiliates, suppliers, and
licensors (collectively, “Third-Parties”) are not parties to this License and
they do not own and are not responsible for the Application. Company, and not any Third-Parties, is
responsible for addressing any claims raised by you or any third party
regarding the Application or Customer’s use or possession thereof, including
claims related to product liability, legal or regulatory requirements, and
consumer protection or similar legislation.
Customer is responsible for complying with all application store and
other applicable Third-Party terms and conditions.

CUSTOMER AGREES
(I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH
RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT,
QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT
WILL THE THIRD PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT,
INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
(WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF
THIS LICENSE OR THE APPLICATION, EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM
LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND SHALL BE LIMITED TO THE
AGGREGATE FEES PAID HEREUNDER DURING THE THREE (3) MONTH PERIOD PRECEDING THE
INCIDENT; AND (IV) CUSTOMER WAIVES ANY AND ALL CLAIMS, NOW KNOWN OR LATER
DISCOVERED, THAT IT MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE
APPLICATION AND THIS AGREEMENT. THE
THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, CAPABLE
OF DIRECTLY ENFORCING ITS TERMS. NOTHING
CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY
AGREEMENTS OR OTHER TERMS BETWEEN CUSTOMER AND THE THIRD PARTIES WITH REGARD TO
THEIR SUBJECT MATTER.

In the event of
any claim that the Application or Customer’s possession and use of the
Application infringes a third party’s intellectual property rights, the Third
Parties are not responsible for the investigation, defence, settlement, or
discharge of the infringement claim.

10.
Indemnification

To
the extent that the foregoing provisions are not contrary to applicable law, Customer
shall indemnify, defend and hold harmless Company and its affiliates,
subsidiaries, business partners, and service providers, and each of their
respective officers, directors, agents and employees (the “Indemnified
Parties”) from and against any claim, proceeding, loss, damage, fine,
penalty, interest and expense (including, without limitation, legal fees and
fees for other professional advisors) arising out of or in connection with the
following: (i) Customer’s access to or use of the Application or Third Party
Content and Services; (ii) Customer’s breach of this License; (iii) Customer’s
violation of law; (iv) Customer’s negligence or wilful misconduct; or (v) Customer’s
violation of the rights of a third party, including the infringement by
Customer of any intellectual property or misappropriation of any proprietary
right or trade secret of any person or entity. These obligations will survive any
termination of the License.

11.
Compatibility

Company
does not warrant that the Application will be compatible or interoperable with
Customer’s Mobile Device or any other piece of hardware, software, equipment or
device installed on or used in connection with Customer’s Mobile Device.
Furthermore, Customer acknowledges that compatibility and interoperability
problems can cause the performance of Customer’s Mobile Devices to diminish or
fail completely, and may result in permanent damage to Customer’s Mobile
Devices, loss of the data located on Customer’s Mobile Devices, and corruption
of the software and files located on Customer’s Mobile Devices. Customer
acknowledges and agrees that Company and its affiliates, subsidiaries, business
partners, and service providers shall have no liability to Customer for any
losses suffered resulting from or arising in connection with compatibility or
interoperability problems.

12.
Product Claims

Customer
acknowledges that Customer (not Company) is responsible for addressing any third-party
claims relating to Customer’s use or possession of the Application, and agrees
to notify Company of any third party claims relating to the Application of
which Customer becomes aware. Furthermore, Customer hereby releases Company
from any liability resulting from Customer’s use or possession of the
Application, including, without limitation, the following: (i) any product
liability claims; (ii) any intellectual property rights claims; (iii) any claim
that the Application fails to conform to any applicable legal or regulatory
requirement; and (iv) any claim arising under consumer protection or similar
legislation.

13.
Miscellaneous

13.1
Force Majeure

Except for
Customer’s obligation to pay fees hereunder, neither party will be liable for
any failure or delay in performance under this Agreement which is due to any
event beyond the reasonable control of such party, including without
limitation, fire, explosion, unavailability of utilities or raw materials,
internet delays and failures, telecommunications failures, unavailability of
components, labour difficulties, war, riot, act of God, quarantines, pandemic,
export control regulation, laws, judgments or government instructions (“Force
Majeure Events”).

13.2
Governing Law

For
the protection of both parties and to incentivize collaboration and dispute
resolution, and to the extent permitted by law, choice of law shall be in the
State’s location of Customer and Venue shall be in the State’s location of the
Defendant’s place of business.

13.3
Severability

If
any provision of this License is held to be invalid or unenforceable with
respect to a party, the remainder of this License, or the application of such
provision to persons other than those to whom it is held invalid or
unenforceable shall not be affected and each remaining provision of this
License shall be valid and enforceable to the fullest extent permitted by law.

13.4
Waiver

Except
as provided herein, the failure to exercise a right or require performance of
an obligation under this License shall not affect a party’s ability to exercise
such right or require such performance at any time thereafter nor shall the
waiver of a breach constitute waiver of any subsequent breach.

13.5
Export Control

Customer
may not use or otherwise export or re-export the Application except as
authorized by United States law and the laws of the jurisdiction(s) in which
the Application was obtained. Customer represents and warrants that Customer is
not (i) located in any country that is subject to a U.S. Government embargo, or
that has been designated by the U.S. Government as a “terrorist
supporting” country, or (ii) listed on any U.S. Government list of
prohibited or restricted parties including the Treasury Department’s list of
Specially Designated Nationals or the U.S. Department of Commerce Denied
Person’s List or Entity List. Customer also agrees that Customer will not use
the Application for any purposes prohibited by United States law or the law of
the jurisdiction in which customer is located.

13.6
Modification or Amendment

At
renewal, the version of the License available on our website https://opsctrl.com/opsctrl-end-user-license-agreement/ shall apply. All Customers will be required to move to
the current iteration of the contract with the understanding that Company
acknowledges Customer’s right to decide against such renewal. Survival

The following
sections of this License and any other provisions of this License which by
their express language or by their context are intended to survive the
termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7,
8, 9, 10, 12 and 13.

13.7
Assignment

Except
as permitted in Section 4, Customer shall not assign this License or any rights
or obligations herein without the prior written consent of Company and any
attempted assignment in contravention of this provision shall be null and void
and of no force or effect.

13.8
Entire Agreement

This License
including the documents incorporated herein by reference constitute the entire
agreement with respect to the use of the Application licensed hereunder and
supersedes all prior or contemporaneous understandings regarding such subject
matter.

Last Edited on
March 3, 2023.

Annexes:

Annex
1 – SLA

Annex 1 – SLA

1.
SUBJECT MATTER OF THE SLA

The subject matter of this SLA is the definition of
performance parameters (“Service Levels”) for measuring and controlling the quality of the Application to be provided
under the License and the determination of measures in the event of
non-compliance with the agreed Service Levels (only valid for tiers/Licenses
with cost). In the event of a direct
conflict between the body of the License and this SLA, the terms of this SLA
shall govern with regard to its subject matter. Capitalized terms not
otherwise defined in this SLA will have the meanings assigned to the in the
License.

2.
Availability

2.1
The Company will make the
Application available for remote access as contemplated in the License 99.5 %
of the time each calendar month during the Term (“Availability“).

Availability is
calculated as follows:

Availability = (Agreed Availability Time – Unplanned Down Time) / Agreed Availability Time

2.2
The
period during which the Company provides the Customer with the Application is
for 24 hours a day, 7 days a week per month from the time a license agreement
begins minus planned maintenance windows and Excused Outages (“Agreed
Availability Time”). The period from the occurrence of the
non-availability of the Application within the Agreed Availability Time until
the end of the non-availability is defined as unplanned downtime
(“Unplanned Downtime”).

2.3
Downtime as a result of any
causes beyond the control of Company or that are not reasonably foreseeable by
Company, including, without limitation by any of the events noted below are
excluded from the Availability calculations (collectively, “Excused Outages”):

2.3.1
impairments caused by outages
and/or defects of technical systems and/or network components outside the
reasonable control of Company; in particular

(a)
outages caused by incoming IT
attacks, outages due to connections related to downtime (ISP outages), 3^rd
party service provider outages, IOT device outages, improper configured
transfer scripts

(b)
outages caused by improper use
of software or hardware on the part of the Customer;

(c)
general internet failures or
outages;

(d)
Force Majeure Events.

2.3.2
Emergency maintenance

2.4
The Customer shall immediately
notify the Company of any disruptions of the Application, availability
restrictions or availability failures that are recognizable to the Customer.

3.
Error Resolution targets

3.1
Company shall use reasonable efforts to remedy any material
failure of the Application to conform to its Documentation (an “Error”), on the
basis of the following provisions.

3.2
Any Error shall be classified
into the following categories at the Company’s reasonable discretion:

3.2.1
Category 1 (Critical): Errors
that causes a failure of the entire system or essential parts (incl. control
& alarm modules) or many services thereof, so that use of the same is
completely or almost completely excluded for many users and no workarounds are
available.

3.2.2
Category 2 (High): Errors that
impair system use to such an extent that meaningful system use is very
restricted, e.g., Issue/Bugs that impact the system or feature so that it does
not function as intended and no workarounds are available.

3.2.3
Category 3 (Low): Other
disruptions that do not or only insignificantly affect system use.

3.3
The Company shall use
reasonable efforts to respond to the notification of an Error by the Customer
within the following response periods (“Response Time Targets“):

3.3.1
In the event of Category 1:
within one business day of receipt of the report,

3.3.2
In the event of Category 2:
within three business days of receipt of the report,

3.3.3
In the event of Category 3: The
notification about the Error will be included in the Company’s product backlog
and be resolved at the Company’s discretion.

3.4
The response period shall
commence upon receipt of the Customer’s notification by the Company. It shall
be deemed to have been complied with by the Company if it informs the Customer
of its initial assessment of the solution to the problem within the period
specified in Section 3.3.

4.
Hotline

4.1
Company shall support and
advise Customer by telephone or by other means of remote communication.

By
telephone: +1-424-296-8486.

By
e-mail: support@opsctrl.com

4.2
The hotline shall be available
during CET and EST business hours (9am – 5pm (Monday- Friday), excluding
Government holidays in the US.

4.3
The Customer shall always
notify the Company of non-compliance with availability via the contact options
listed in Section 4.1. The Customer shall describe the problems as precisely as
possible.

5.
Reports

During
the term of the Agreement, Company shall provide Customer with monthly reports
on compliance with the service levels, outlining the Availability Time and Response
Time to Category 1 and 2 defects if any such events occurred during that month.

6.
service credits

6.1
In the event of non-compliance with the agreed
Availability Time, the parties have determined a reduction of the monthly
remuneration according to the following fault classes:

6.1.1
from and including 98%: 0 % Reduction

6.1.2
from and including 95 % to 97,9 %: 10 % reduction

6.1.3
from and including 90% to 94,9%: 20% reduction

6.1.4
below 90 %: 30 % reduction.

6.2
The aggregated maximum credit for all failures in any calendar
month shall not exceed 30% of the monthly fee paid in the month in which the
failure occurred.

6.3
The above-mentioned reduction of the monthly fees is
the Customer’s sole and exclusive remedy and Company’s sole and exclusive
liability in the event of a failure by Company to meet the standards in this
SLA. However, in the event that during one month of service provision more than
5 Category 1 Errors or more than 10 Category 2 Errors occur that are not
remedied, Customer is entitled to terminate the Agreement on written notice to
Company and receive a prorated refund of any prepaid, unused fees. Such refund shall be Customer’s sole and
exclusive remedy and Company’s sole and exclusive liability for the termination
and related failures.