Commercial License Agreement

PRIMETHINK COMMERCIAL LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE

This PrimeThink Commercial License Agreement (the "Agreement") is a legal agreement between you (either an individual or a single entity) ("Licensee") and Novaware Ltd., a company registered in the United Kingdom with its principal place of business at 41 Great Portland Street, London W1W 7LA ("Novaware").

1. DEFINITIONS

1.1 "API" means the application programming interfaces provided by Novaware that allow Licensee to programmatically access the Software.

1.2 "Documentation" means the user manuals, tutorials, and other related materials provided by Novaware in connection with the Software.

1.3 "Effective Date" means the date Licensee first accesses or uses the Software.

1.4 "LLM Provider" means a third-party provider of Large Language Models that may be integrated with the Software.

1.5 "Software" means the PrimeThink platform, including all components, updates, and modifications provided by Novaware.

1.6 "Subscription" means the right to access and use the Software and API for the specified Subscription Term.

1.7 "Subscription Term" means the period of time for which Licensee has purchased the right to access and use the Software and API.

1.8 "User" means an individual who is authorized by Licensee to use the Software and API, for whom a subscription has been purchased.

2. LICENSE GRANT

2.1 Software License. Subject to the terms and conditions of this Agreement and payment of applicable fees, Novaware grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Subscription Term to:

(a) Access and use the Software for Licensee's internal business purposes;

(b) Use the API to programmatically access the Software in accordance with the API Documentation;

2.2 User Limitations. The Software and API may be accessed and used only by the number of Users specified in the applicable order. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require use of the Software and API.

2.3 Restrictions. Except as expressly permitted under this Agreement, Licensee shall not:

(a) Copy, modify, or create derivative works of the Software, API, or Documentation;

(b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or API to any third party;

(c) Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software or API;

(d) Remove any proprietary notices from the Software, API, or Documentation;

(e) Use the Software or API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;

(f) Use the Software or API to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, or to store or transmit material in violation of third-party privacy rights;

(g) Interfere with or disrupt the integrity or performance of the Software or API;

(h) Attempt to gain unauthorized access to the Software or API or their related systems or networks;

(i) Use the Software or API for purposes of competitive analysis of the Software or API, the development of a competing software product or service, or any other purpose that is to Novaware's commercial disadvantage.

3. THIRD-PARTY SERVICES AND CONTENT

3.1 Third-Party Services. The Software may enable Licensee to access and use services, applications, and APIs provided by third parties, including but not limited to LLM Providers ("Third-Party Services"). Licensee's use of such Third-Party Services is subject to the terms and conditions of the agreements between Licensee and the providers of such Third-Party Services.

3.2 Third-Party API Keys. Licensee is responsible for obtaining and maintaining any necessary API keys, credentials, or other access requirements for Third-Party Services, including but not limited to LLM Providers.

3.3 No Warranty for Third-Party Services. Novaware makes no warranty regarding Third-Party Services. Licensee acknowledges that Novaware is not responsible for Third-Party Services, including their availability, performance, or security.

3.4 LLM Usage and Content. Licensee acknowledges and agrees that:

(a) Large Language Models (LLMs) used within the Software may generate content that is inaccurate, inappropriate, offensive, or otherwise problematic;

(b) Any content, suggestions, recommendations, code, or other output generated by LLMs through the Software should be reviewed carefully by Licensee before implementation or use;

(c) Novaware cannot and does not guarantee the accuracy, quality, or appropriateness of any LLM-generated content, whether from third-party LLM Providers or from Novaware's own models;

(d) Licensee assumes full responsibility for all decisions, actions, implementations, and uses of LLM-generated content; and

(e) Novaware shall not be liable for any damage, loss, liability, or harm resulting from the use of, or reliance upon, LLM-generated content.

4. FEES AND PAYMENT

4.1 Fees. Licensee shall pay all fees specified in the applicable order. Except as otherwise specified in this Agreement or an order:

(a) Fees are based on Subscriptions purchased and not actual usage;

(b) Payment obligations are non-cancelable, and fees paid are non-refundable; and

4.2 Fee Changes and Automatic Renewal.

(a) Novaware may change the fees for any Subscription renewal by providing at least thirty (30) days' notice prior to the end of the current Subscription Term.

(b) Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter) unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

(c) Upon notification of a price increase, Licensee will have thirty (30) days to opt-out of automatic renewal by providing written notice to Novaware. If Licensee does not opt-out within this period, the Subscription will renew at the new price.

4.3 Invoicing and Payment. Novaware will invoice Licensee in accordance with the relevant order. Unless otherwise stated in the order, fees are due net 30 days from the invoice date. Licensee is responsible for providing complete and accurate billing and contact information to Novaware and notifying Novaware of any changes to such information.

4.3 Overdue Charges. If any fees are not received from Licensee by the due date, then at Novaware's discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.4 Suspension of Service. If any amount owed by Licensee is 30 or more days overdue, Novaware may, without limiting its other rights and remedies, suspend Licensee's access to the Software and API until such amounts are paid in full.

4.5 Taxes. Novaware's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Licensee is responsible for paying all Taxes associated with its purchases hereunder. If Novaware has the legal obligation to pay or collect Taxes for which Licensee is responsible under this section, Novaware will invoice Licensee and Licensee will pay that amount unless Licensee provides Novaware with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and continues until all Subscriptions hereunder have expired or have been terminated.

5.2 Subscription Term. The Subscription Term shall be as specified in the applicable order. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.

5.3 Termination for Cause. A party may terminate this Agreement for cause:

(a) Upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or

(b) If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

5.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason:

(a) All licenses granted hereunder will immediately terminate;

(b) Licensee shall cease all use of the Software, API, and Documentation;

(d) Each party shall return or destroy all Confidential Information of the other party in its possession; and

(e) Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the expiration or termination of this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership. Novaware and its licensors own all right, title, and interest in and to the Software, API, Documentation, and any modifications, improvements, or derivatives thereof, including all intellectual property rights therein. Nothing in this Agreement constitutes a sale or transfer of any ownership rights in the Software, API, or Documentation.

6.2 Feedback. Licensee grants to Novaware a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software and API any suggestion, enhancement request, recommendation, correction, or other feedback provided by Licensee or Users relating to the operation of the Software or API.

6.3 Usage Data. Novaware may collect anonymous and aggregated usage data derived from Licensee's use of the Software and API solely for the purposes of: (a) Debugging, troubleshooting, and resolving technical issues; (b) Internal analytics to improve platform performance and stability; (c) Enhancing security and detecting potential threats or vulnerabilities.

Novaware will not sell, rent, or otherwise commercially exploit this anonymous and aggregated data. Such data will be maintained in an anonymous form that does not identify Licensee or individual Users.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Licensee's Confidential Information includes its data; Novaware's Confidential Information includes the Software, API, and Documentation; and Confidential Information of each party includes the terms and conditions of this Agreement and all orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

7.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:

(a) Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and

(b) Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3 Exceptions. Confidential Information shall not include any information that:

(a) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

(b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

(d) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8. WARRANTIES AND DISCLAIMERS

8.1 Software Warranty. Novaware warrants that during the Subscription Term, the Software will perform materially in accordance with the applicable Documentation. For any breach of this warranty, Licensee's exclusive remedy and Novaware's entire liability will be the correction of the deficient Software so that it conforms to the warranty, or, if Novaware cannot reasonably correct the deficiency, Novaware may terminate Licensee's access to the deficient Software and refund prepaid fees covering the remainder of the Subscription Term for the deficient Software.

8.2 Mutual Warranties. Each party represents and warrants that:

(a) It has the legal power to enter into this Agreement; and

(b) It will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, API, AND DOCUMENTATION ARE PROVIDED "AS IS" AND NOVAWARE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOVAWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NOVAWARE MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, API, DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9.2 Cap on Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT LICENSEE'S PAYMENT OBLIGATIONS.

9.3 LLM Disclaimer. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY UTILIZE OR INTEGRATE WITH LARGE LANGUAGE MODELS (LLMs) PROVIDED BY THIRD PARTIES OR NOVAWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT:

(a) NOVAWARE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM OR RELATED TO:

    (i) THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY OUTPUT, RESPONSE, OR CONTENT GENERATED BY ANY LLM;
    
    (ii) ANY DECISIONS, ACTIONS, OR OMISSIONS MADE BY LICENSEE OR ANY THIRD PARTY IN RELIANCE ON ANY LLM-GENERATED CONTENT;
    
    (iii) ANY ALLEGED DEFAMATORY, OFFENSIVE, HARMFUL, INACCURATE, OR OTHERWISE OBJECTIONABLE CONTENT GENERATED BY ANY LLM;
    
    (iv) ANY INFRINGEMENT OR VIOLATION OF THIRD-PARTY RIGHTS BY LLM-GENERATED CONTENT; OR
    
    (v) ANY UNINTENDED CONSEQUENCES OF USING LLM-GENERATED CONTENT IN BUSINESS OR PRODUCTION ENVIRONMENTS.

(b) LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF LLM-GENERATED CONTENT AND IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF ALL LLM-GENERATED CONTENT BEFORE USING OR IMPLEMENTING SUCH CONTENT.

9.4 Exceptions. The limitations of liability in Sections 9.1 and 9.2 shall not apply to:

(a) Either party's indemnification obligations;

(b) Either party's confidentiality obligations;

(d) Licensee's payment obligations.

10. INDEMNIFICATION

10.1 Indemnification by Novaware. Novaware shall defend Licensee against any claim, demand, suit or proceeding made or brought against Licensee by a third party alleging that the Software or API infringes or misappropriates such third party's intellectual property rights (a "Claim Against Licensee"), and shall indemnify Licensee from any damages, attorney fees, and costs finally awarded against Licensee as a result of, or for amounts paid by Licensee under a court-approved settlement of, a Claim Against Licensee, provided that Licensee:

(a) Promptly gives Novaware written notice of the Claim Against Licensee;

(b) Gives Novaware sole control of the defense and settlement of the Claim Against Licensee; and

10.2 Indemnification by Licensee. Licensee shall defend Novaware against any claim, demand, suit or proceeding made or brought against Novaware by a third party alleging that Licensee's use of the Software or API in violation of this Agreement infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Novaware"), and shall indemnify Novaware from any damages, attorney fees, and costs finally awarded against Novaware as a result of, or for amounts paid by Novaware under a court-approved settlement of, a Claim Against Novaware, provided that Novaware:

(a) Promptly gives Licensee written notice of the Claim Against Novaware;

(b) Gives Licensee sole control of the defense and settlement of the Claim Against Novaware; and

10.3 Exclusive Remedy. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 10.

11. GENERAL PROVISIONS

11.1 Export Compliance. The Software, API, and Documentation may be subject to export laws and regulations of the United States and other jurisdictions. Licensee represents and warrants that:

(a) It is not named on any U.S. government denied-party list; and

(b) It will not permit any User to access or use the Software or API in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

11.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.4 Dispute Resolution. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

11.5 Entire Agreement. This Agreement, together with any orders, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

11.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

11.8 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.10 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party's consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

11.11 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:

(a) Personal delivery;

(b) The second business day after mailing;

(d) The first business day after sending by email.

Notices to Novaware shall be addressed to: Novaware Ltd. 41 Great Portland Street London W1W 7LA United Kingdom Attention: Legal Department Email: legal@novaware.io

Notices to Licensee shall be addressed to the address set forth in the applicable order.

11.12 Survival. Sections 4 (Fees and Payment), 5.4 (Effect of Termination), 6 (Intellectual Property Rights), 7 (Confidentiality), 8.3 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.

11.13 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, pandemic, or refusal of license by the government.

11.14 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. Electronic signatures shall be binding for all purposes.

BY CLICKING "I ACCEPT", DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

22 April 2025