SMARTCOSMOS "OBJECTS" - END USER LICENSE AGREEMENT (EULA) I. OBJECT OF EULA, CHANGES TO EULA 1. OBJECT OF EULA 1.1 This End User License Agreement ("EULA") consists of the terms and conditions governing the access to and use of the cloud platform SMARTCOSMOS "Objects" ("Objects") provided by SMARTRAC TECHNOLOGY Fletcher Inc., 267 Cane Creek Road, Fletcher, NC 28732, USA ("SMARTRAC") by a registered user ("Licensee"). 1.2 This EULA sets out the terms applicable for the use of Objects by Licensee and the rights and obligations of SMARTRAC and Licensee (SMARTRAC and Licensee together as "Parties" or individually as "Party"). 1.3 SMARTRAC does not offer support or maintenance for Objects under this EULA. 1.4 Use of Objects requires the registration of a user account and conclusion of a separate agreement with Amazon Web Services, Inc. ("Amazon") for the use of Amazon's web services. Those services are neither part of this EULA nor does SMARTRAC has any responsibility for them. They will be solely governed by Amazon's terms and remain in the sole responsibility of Amazon and Licensee. 1.5 In case of a conflict between this EULA and an Enterprise Agreement between the Parties ("Enterprise Agreement") governing inter alia the use of Objects and the provisions of this EULA, the provisions of the Enterprise Agreement shall prevail. 2. CHANGES TO EULA 2.1 This EULA is a binding agreement between Licensee and SMARTRAC. SMARTRAC reserves the right to modify this EULA at any time and without prior notice by publishing the most current version of the EULA on the following website: "http://licensing.smartcosmos.net/objects/". 2.2 Licensee's use of Objects is governed by the version of the EULA in effect on the date Objects is accessed by Licensee. II. RIGHTS OF USE, TERMINATION OF USE 3. RIGHTS OF USE 3.1 Objects is protected under copyright law and other statutory provisions. Licensee acknowledges that SMARTRAC owns all right, title and interest in and to Objects and all intellectual property rights related thereto. Objects is confidential and proprietary information of SMARTRAC. SMARTRAC does not grant to Licensee any other rights, either express or implied, than those explicitly specified in this EULA. 3.2 Subject to the terms and conditions herein, SMARTRAC grants to Licensee a revocable, non-exclusive, non-transferable, worldwide right to use Objects for its own internal business purposes as well as for the customers of Licensee's products that incorporate SMARTRAC's technology provided that this use complies with the provisions of these EULA and applicable special terms of use as well as with applicable statutory provisions, solely as integrated with Amazon AWS ("AWS"), beginning on the date when Licensee first launches Objects. Licensee shall be entitled to use the interfaces provided by SMARTRAC and incorporated in Objects in order to use Objects and data maintained in Objects with its own software and to process this data with such software subject to the provisions of this EULA. 3.3 Licensee may use Objects within its company for and by its employees as well as by and for Licensee's customers in connection with Licensee's products that incorporate SMARTRAC's technology ("Named Users"). These Named User accounts shall be deemed user accounts of Licensee and Licensee shall be fully liable for all Named Users including but not limited to Licensee's customers. 3.4 In case of a termination of this EULA - regardless of the reason - the right of use set forth above will lapse. 3.5 Except as expressly permitted in this EULA, Licensee shall not (and shall not allow any third party to) 3.5.1 decompile, disassemble, or otherwise reverse engineer Objects (except to the extent expressly permitted under applicable law); or 3.5.2 modify, reproduce, change the source code of objects or create derivative works of Objects or parts of Objects; or 3.5.3 provide, distribute, sell, lease, sublicense, lend, assign, use for timesharing or otherwise use or allow others to use Objects, related services and/or content provided via Objects to or for the benefit of third parties, or otherwise transfer rights, related services and/or content; or 3.5.4 incorporate Objects into or with other hardware or software than those explicitly set out in this EULA, including but not limited to download or deploy Objects outside of AWS; or 3.5.5 copy, backup or create additional AWS instances of Objects except as explicitly specified in this EULA; or 3.5.6 obtain physical copies of Objects, documentation or any other SMARTRAC materials; or 3.5.7 use components of Objects other than those specifically identified as being made available, even if it is also technically possible for Licensee to access other components. 4. TERMINATION OF USE 4.1 This EULA is concluded for an indefinite term. SMARTRAC and Licensee may terminate this EULA for any reason without notice. 4.2 The Parties' right of termination for cause shall remain unaffected. III. ROYALTY; LICENSEE OBLIGATIONS 5. FEES 5.1 Use of Objects under this EULA shall be remunerated according to the fee model agreed at the registration. 5.2 Licensee shall pay to Amazon (or to such entity designated by Amazon or SMARTRAC) license fees for the use of Objects on the terms agreed with SMARTRAC. 5.3 Licensee understands that for the use of the underlying Amazon web services further costs might entail and that those costs and services are not covered by this EULA. Licensee understands that those costs might also entail in case it has concluded an Enterprise Agreement. 6. NO ILLEGAL, HARMFUL OR OFFENSIVE USE 6.1 Licensee shall 6.1.1 refrain from any form of unauthorized use of Objects, related services, or content provided via Objects, including but not limited to attempts made to overcome or circumvent the security mechanisms of Objects or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojan horses, brute force attacks, spam or using other links, programs or procedures that are suited to damage SMARTRAC, Objects, content provided via Objects, or other users; and 6.1.2 take all necessary and reasonable steps to prevent or limit damage caused by the use of Objects, related services, or content provided via Objects, in particular to arrange for the regular backup of its own data outside Objects. 6.1.3 not use or cause or encourage others to use Objects for any illegal, harmful or offensive purposes. This includes transmitting, storing, displaying, distributing or otherwise making available content that is illegal, harmful or offensive, such as: (i) content that infringes or misappropriates any third party or third party rights, in particular intellectual property rights; (ii) content that is defamatory, obscene, abusive, invasive of privacy, racist, sexually explicit, liable to have an undesirable influence on the moral development of young people or otherwise objectionable; (iii) viruses, worms, Trojan horses or other programs that are suited to damage SMARTRAC or third parties. 6.1.4 perform or cause or encourage others to perform any activity that may impair frictionless operation of Objects or Amazon's web services, including but not limited to (a) Denial of Service (DoS) attacks, (b) overloading the system by mail bombing, news bombing, broadcast attacks, or flooding techniques; or (c) monitoring or crawling techniques. 7. DATA PROTECTION All data provided by SMARTRAC via Objects are non-personal data. IV. WARRANTY; INDEMNITIES; LIABILITY 8. SMARTRAC'S WARRANTIES, INDEMNITIES OR LIABILITIES 8.1 SMARTRAC shall neither be held liable for third party content, nor shall it be liable for any damages or other failures resulting from any defects of Licensee's software or hardware or their incompatibility with Objects. SMARTRAC shall also not be liable for any damages or other failures resulting from the fact that the Internet or Amazon's web services were not available or malfunctioning. 8.2 The use of Objects requires the use of special technical systems such as Amazon's web services, end user devices, software programs, transmission networks, telecommunications and other services provided by third parties, all of which may entail further costs. SMARTRAC does not provide such end user devices, software programs, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties. 8.3 SMARTRAC shall not be obliged to provide any particular service level or support services. SMARTRAC shall be entitled to cease providing Objects at any time without notice. 8.4 OBJECTS IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 8.5 NOTWITHSTANDING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMARTRAC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, THE CLAIMS OF THIRD PARTIES, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE OBJECTS, OR ARISING OUT OF THIS AGREEMENT, EVEN IF SMARTRAC OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. LICENSEE'S INDEMNIFICATION OBLIGATIONS Licensee shall defend, indemnify and hold harmless SMARTRAC against any claims, actions, proceedings, losses, damages, expenses and costs (including but not limited to court costs and legal fees) arising out of or in connection with Licensee's use of Objects. V. MISCELLANEOUS 10. CONFIDENTIALITY Licensee shall not be entitled to make public any performance test results or any other test results comparing Objects on AWS with other databases or across hardware platforms make public statements in respect of Objects' performance without the prior written consent of SMARTRAC. 11. NO ASSIGNMENT Licensee shall not be entitled to assign any rights or claims under this EULA without the prior written consent of SMARTRAC. 12. NO REPRESENTATION This EULA does not authorize either of the Parties to make any legally binding declarations on behalf of both Parties together, or on behalf of the respective other Party, nor does it authorize them to place the respective other Party under any obligation or to represent it in any other way. 13. NO SET-OFF Except as otherwise provided in this EULA, no Party shall be entitled to set-off any claims it may have under this EULA against any claims any other Party may have under this EULA unless the rights or claims of the Party claiming a right of set-off are not disputed or have been confirmed by final decision of a competent court or arbitral tribunal or - if claimed in legal proceedings - a decision on the rights and claims of the Party can be taken in the last oral hearing. 14. NO WAIVER The failure of SMARTRAC to exercise or enforce any rights or provisions of this EULA will not constitute a waiver of such rights or provisions. 15. FOREIGN TRADE REGULATIONS Objects, documentation and other materials are subject to the export control laws of various countries, including but not limited to the laws of Germany and the United States. Licensee shall comply with all applicable export and import laws, regulations, and associated embargo and sanction regulations, including prohibitions on export for certain end uses or certain end users. 16. CHOICE OF LAW AND JURISDICTION This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Exclusive place of jurisdiction for all disputes regarding rights and duties under this EULA, including its validity shall be New York City, New York. 17. SEVERABILITY Should one or more provisions of this EULA be or become invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of this EULA. The same shall apply if the EULA does not contain an essential provision. In lieu of the invalid or unenforceable provision, or to fill a contractual lacuna, such valid and enforceable provision shall apply which reflects as closely as possible the commercial intention of the Parties as regards the invalid, unenforceable or missing provision.