END USER LICENSE AGREEMENT THIS SOFTWARE PRODUCT IS PARTIALLY BASED ON THE “Ariga Atlas” OPEN-SOURCE PROJECT AVAILABLE AT: https://github.com/ariga/atlas (THE “PROJECT”). THE PROJECT IS LICENSED UNDER THE APACHE LICENSE, VERSION 2.0, AND YOU CAN OBTAIN A COPY OF THE SOURCE CODE OF THE PROJECT VIA THIS LINK. ADDITIONAL LICENSE INFORMATION CAN BE FOUND IN OUR FAQ AT: https://atlasgo.io/about. THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (“YOU” or “you”, AS FURTHER DEFINED BELOW) AND ARIGA TECHNOLOGIES INC. (THE “COMPANY”, “us” or “we”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE “ATLAS” SOFTWARE. ANY USE OF THE “ATLAS” SOFTWARE INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) AND CLOUD CONNECTED SERVICES (AS DEFINED BELOW) SUPPLIED BY THE COMPANY ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND THE COMPANY WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT. “YOU or you” MEANS INDIVIDUAL(S) INSTALLING OR USING THE SOFTWARE ON THEIR OWN BEHALF OR WHO ARE LEGALLY USING A COPY OF THE SOFTWARE; OR, IF THE SOFTWARE IS BEING DOWNLOADED OR INSTALLED ON BEHALF OF AN ORGANIZATION, SUCH AS AN EMPLOYER, "YOU" FURTHER MEANS THE ORGANIZATION FOR WHICH THE SOFTWARE IS DOWNLOADED OR INSTALLED AND IT IS REPRESENTED HEREBY THAT SUCH ORGANIZATION HAS AUTHORIZED THE PERSON ACCEPTING THIS AGREEMENT TO DO SO ON ITS BEHALF. BY DOWNLOADING, INSTALLING, OPERATING OR OTHERWISE USING THE SOFTWARE, YOU ARE EXPRESSLY AND EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE SOFTWARE AND YOU MUST PROMPTLY UNINSTALL THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR SYSTEM. 1. License grant and restrictions. 1.1 The Software. The commercial Software is proprietary software provided to you in binary executable form for the regular and standard purposes the Software was designed for, all in accordance with the terms set forth in this Agreement. The term "Software" includes the Software and its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, equipment, systems, specifications, API and Documentation (as such terms are defined below). 1.2 License. Subject to the terms and conditions of this Agreement, the Company hereby grants you, and you accept a limited, non-exclusive, non-sublicensable, non-transferable and fully revocable license to install the Software, solely in binary form, on computer systems owned or controlled by you and to use the Software solely for your internal business purposes and solely in binary form all in accordance with the terms contained in this Agreement and in accordance with the Software's Documentation (as defined below). All other rights in the Software are expressly reserved by the Company. 1.3 Authorized Users. You shall ensure that all authorized consultants, service providers or employees whose duties require access to the Software shall abide by the terms of this Agreement. You shall bear full responsibility for any damage, loss or harm caused to the Company due to the breach of the terms of this Agreement by such persons or entities. 1.4 Documentation. The Company may make available certain Documentation related to the use, installation, access, deployment or integration of any portion of the Software. “Documentation” means the Company's standard user documentation, whether in hard copy, or in any electronic form or other media (generally made available by the Company to its customers), describing the use, features and operation of the Software. Unless context otherwise requires, the term “Software” shall include the Documentation. 1.5 Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company you agree not to, directly or indirectly: (i) use, modify, incorporate into or with other software, or create a derivative work of any part of the Software; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute, publish or reproduce the Software; (iv) use or permit the Software to be use to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express authorization of the Company; (v) disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for your own competing software development activities; (vi) modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, except to the extent otherwise permitted under applicable law, in the jurisdiction of use, notwithstanding this prohibition; (vii) remove or otherwise alter any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Software as delivered to you; (viii) ship, transfer or export the Software into any country, or make available or use the Software in any manner which is in violation of applicable export control laws, restrictions or regulations;(ix) disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party without the prior written consent of the Company. You shall implement reasonable security measures to protect such trade secrets; (x) bypass, circumvent, disable or otherwise interfere with any measures we may use to prevent or restrict access to the Software, or features that enforce limitations on the use of the Software; (xi) use any automated means, including bots, or unauthorized tokens (including use of tokens or equivalent measures not for the purpose for which they are intended) to access or use the Software; (xii) exceed or abuse any limitations on the use of the Software (including limitation relating to the number of permitted seats or API calls); and/or (xiii) access, store, distribute, or transmit during the course of its use of the Software any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful or infringing materials. Unless context otherwise requires, the term “Software” as used in this Section 1.5 includes the API and the Cloud Connected Services (as such terms are defined below). 1.6 Lawful Use. You hereby declare and agree that you shall only use the Software and the Cloud Connected Services (as defined below) in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights. The Software should be installed in accordance with the instructions of the Company and in accordance with the instructions set forth in the Documentation. 1.7 Affiliates. If your Affiliate (as defined below) us the Software and/or the Cloud Connected Services, you shall: (i) provide each such Affiliate with a copy of this Agreement; (ii) ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be responsible for any breach of these terms and conditions by any such Affiliate. For purposes of this Agreement, "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with you, where "Control" means ownership, directly or indirectly, of 50% or more of the voting interest. 1.8 Anonymous Information. As part of your use of the Software certain information, (such as bug reports, metadata (including timestamps), metrics and other hashed data) relating to your use of the Software will be transmitted to the Company’s servers and you hereby consent to such practices. You may opt-out of sending us such information, at any time, by using the relevant functionality within the Software. The Company will be permitted to process, disclose, and use in any other manner such information in order to provide and improve the Software and its functionality and the Company's other programs and services and for other legitimate business purposes. The Company is and shall remain the owner of any such information. Please refer to Section 2.6 below regarding collection of anonymous information as part of our Cloud Connected Services (as defined below). 1.9 AI Features. The Software and Cloud Connected Services (as defined below) may incorporate AI-powered features that enable you to ask questions about their operation and make other queries in connection with their use. Such inputs and queries and related Customer’s Data and metadata are processed in Company severs and through third-party service providers, including but not limited to OpenAI, to generate responses. Due to the inherent nature and limitations of artificial intelligence technology, we cannot guarantee the accuracy, completeness, or appropriateness of any AI-generated responses or outputs. You acknowledge that human review and oversight should be employed when using these features, and any reliance on AI-generated content is at your sole discretion and risk. The AI features are not designed or intended to process personal data (as defined under applicable data protection laws), and you are strictly prohibited from uploading or including any personal data when using these features. To improve our services and for research and development purposes, we retain records of all queries made through the AI features. By using these features, you understand and agree that the generated responses are intended as an assistive tool for informational purposes only and should not be considered professional advice or a substitute for human judgment. Without derogating from other terms of this Agreement, the Company expressly disclaims all warranties, whether express or implied, and any liability with respect to your use of said AI features and your use of or reliance on any outputs provided by them. 2. Cloud Connected Services. The following terms and condition shall apply to the extent that you have subscribed to our Cloud Connected Services, as detailed below: 1.1 Cloud Connected Services. Downloading, installing and using the Software is currently free of charge. However, certain features or services available via Software are subject to the purchase of a subscription license from the Company (the “Subscription Plan”) and the payment of certain fees (the “Subscription Fees”), all as detailed on our website at: https://ariga.io (collectively, the “Cloud Connected Services”, and respectively the “Website”). We reserve the right to charge fees for any use of the Software in the future. We may offer or cease to offer free-of-charge Subscription Plans to the Cloud Connected Services, at any time and at our sole discretion (“Free-Tier”), in accordance with the terms and conditions specified on the Website. We may impose limitations on your use of the Cloud Connected Services, including limits regarding the number API calls, number of seats, or data volume that you may process via the Cloud Connected Services (such limitations may be detailed on our Website and/or any order form issued by us in connection with your use of the Cloud Connected Services, and such terms and limitation are hereby incorporated into this Agreement by reference). 1.2 Free-Tier. Please note that we may restrict access to certain features or services of the Cloud Connected Services under the Free-Tier model. The Free-Tier period and specific limitations and terms are stipulated on the Website (e.g., limitation on the availability of to certain features and services, limitations on seats per Account and so forth) and are hereby incorporated into this Agreement by reference. We reserve the right to cease the provision of Free-Tier model, or modify its terms, at any time and at our sole discretion, including with respect to existing Free-Tier users, and to provide the Software solely on a payment-based model. Notwithstanding anything to the contrary in this Agreement, under the Free-Tier model the Software is provided on an “as is” and “as available” basis without any warranty whatsoever and the Company will have no warranty, indemnity, maintenance and support or other obligations or liabilities with respect to the Free-Tier. 1.3 Subscription License. To the extent that you have signed up for a Subscription Plan to use the Cloud Connected Services, and subject to the payment of all Subscription Fees (as applicable) and to the terms and conditions of the Subscription Plan (including those terms and conditions stipulated on the Website), the Company hereby grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable and revocable license to access and use the Cloud Connected Services, during the Subscription Term (as defined below), solely in conjunction with the Software and for your internal business purposes. 1.4 Account. In order to access and use the Cloud Connected Services, you must create an account via our Website (the “Account”). The Account will be accessed and/or used solely by your employees or service providers who are explicitly authorized by you to use the Software (each, a “Permitted User”). You hereby acknowledge and agree: (i) to keep, and ensure that the Permitted Users will keep, the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to promptly notify the Company in writing if you become aware of any unauthorized access or use of the Account. 1.5 Privacy Policy. We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you open an Account and use the Cloud Connected Services. Our policy and practices and the type of information collected are described in detail in our Privacy Policy at https://ariga.io/legal/privacy which is incorporated herein by reference. 1.6 Direct Marketing. To the extent you have opened an Account, you hereby agree that the Company may use the contact details you have provided (including, without limitation, e-mail address and phone number) for the purpose of providing you commercial and/or non-commercial materials related to the Company's current and/or future products and services. You may withdraw your consent by sending a written notice to the e-mail address which appears in the Website or alternatively follow the instructions for removing yourself from the mailing list which are available in the message transmitted to you. 1.7 Customer’s Data. In order to be able to provide you the Cloud Connected Services, we may be required to receive access to the Software, as installed on your computer environment, and to certain data included therein (including personal data, as such term or its equivalent is defined under applicable data protection laws, hereinafter: “Customer’s Personal Data”, and collectively the “Customer’s Data”), via a programming interface embedded in the Software (the “API”). For such purpose, you hereby grant us a limited, non-exclusive, revocable, sublicensable (solely to our authorized vendors and service providers) and non-transferable license to access and use the Software as installed on your computer environment, and to access, retrieve and use the Customer Data all to the extent required to provide you the Cloud Connected Services. As between the parties, all Customer's Data provided to the Company under this Agreement, and all intellectual property rights therein shall be solely owned by you. When using the Cloud Connected Services and notwithstanding Section 1.8, the Company may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of such services and/or the Customer Data (i.e., non-identifiable information, aggregated and analytics information that does not identify an individual person) (collectively, "Analytics Information"), in order to provide and improve the Company's Software and Cloud Connected Services, for R&D purposes and for any other legitimate business purpose. The Company is and shall remain the sole owner of the Analytics Information. 1.8 Personal Data. The following shall apply to Customer’s Personal Data: The Company shall serve as “processor” of the Customer’ Personal Data on your behalf. You hereby instruct Company (and authorize Company to instruct its sub-processors) to: (i) process Customer's Personal Data as reasonably necessary for the provision of the services associated with the Cloud Connected Services and any other personal data processing performed hereunder; and (ii) transfer such Customer's Personal Data to jurisdictions other than those of your operations (including, where applicable, outside the EEA) in accordance with applicable law. Company undertakes with respect to Customer's Personal Data to: (i) take appropriate technical and organizational measures to ensure a level of security appropriate to the Customer's Personal Data; (ii) ensure that all individuals who engage in the processing of Customer's Personal Data on its behalf are subject to confidentiality undertakings; (iii) assist you in exercising data subjects' rights under applicable law; (iv) inform you without undue delay of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed by the Company on your behalf; and (iv) either delete, anonymize or return all Customer's Personal Data to you upon termination of this Agreement. You hereby authorize Company to appoint further sub-processors, as necessary for the personal data processing activities under this Agreement. You shall have sole responsibility for the accuracy, quality and legality of the Customer's Personal Data and the means by which you acquired such personal data. You hereby warrant and undertake that Customer's Personal Data has been collected, processed and transferred to the Company in accordance with applicable laws, including if required by applicable law, you have provided the required notice and received all required consents from affected data subjects for the processing of their personal data by the Company, including with respect to the transfer of their data to a third country (including outside of the EU/EEA). 1.9 Subscription Terms and Consideration. The terms and conditions of your Subscription shall be in accordance with the subscription plan detailed on the Website, and which is selected and purchased by you (the “Subscription Plan”). Unless otherwise stated in the Subscription Plan, all fees stipulated in the Subscription Plan shall be billed in advance every thirty (30) days, and any Subscription Plan term will renew automatically for successive renewal periods, unless you provide the Company with written notice of cancellation, at least thirty (30) days prior to the commencement of the following renewal period, or unless terminated by either party in accordance with the provisions of this Agreement. To the extent applicable, if your payment information becomes invalid, your use of the Cloud Connected Services may be suspended until valid payment information is provided. Company reserves the right to modify the Subscription Fees at any time and at its sole discretion. Such pricing changes will NOT affect your already paid-up Subscription Plan term and the Company will inform you in advance of any such change. If you fail to pay your Subscription Fee on time, or if your credit card payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire Subscription may be suspended or cancelled. Unless otherwise expressly stated herein, all payments hereunder are quoted and shall be paid in United States Dollars. Payment shall be made without any right or set-off or deduction and are irrevocable and nonrefundable. All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. You will pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on Company's net income. 1.10 Online Payment Services. Subscription Fees are processed via certain third-party online payment service providers (“Online Payment Processors”). We may add or change the Online Payment Processors in our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card or bank account. We do not control and are not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractors and have no employment or agency relationship with us. The Company is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at your own risk. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Online Payment Processors. 1.11 Reference Customer. You agree that the Company may identify you as a user of the Cloud Connected Services and use your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by the Company on the Company's Website for promotional purposes. 3. Title & Ownership. The Software, the API, the Cloud Connected Services and the related Documentation are licensed and not sold. The Company and its licensors are and shall retain all right, interest and ownership in and to the Software, the Cloud Connected Services, the API and the related Documentation, including without limitation in and to any and all intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software and/or the API and/or the Cloud Connected Services and/or the related Documentation. This Agreement does not convey to you an interest in or to the Software and/or the API and/or the Cloud Connected Services and/or the related Documentation, but only a limited revocable right to use the Software and/or the API and/or the Cloud Connected Services and/or the related Documentation in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law. If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, worldwide royalty-free and perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company (without your approval and without further compensation to you). 4. Warranties and Disclaimers. 4.1 Mutual Warranties. Each party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of this Agreement will not conflict with any obligations it has towards third parties, or violate any provision of any applicable law. 4.2 Disclaimers. OTHER THAN AS EXPLICITLY STATED UNDER THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THE API, THE CLOUD CONNECTED SERVICES AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE AND/OR THE API AND/OR THE CLOUD CONNECTED SERVICES AND/OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE'S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES, ALL IMPLIED WARRANTIES, AND ALL CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, COMPANY DOES NOT WARRANT THAT THE SOFTWARE AND/OR THE API AND/OR THE CLOUD CONNECTED SERVICES AND/OR THE DOCUMENTATION OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY WITH THE SOFTWARE (IF ANY), WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU. 4.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) THE COMPANY OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY) AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE AND/OR THE API AND/OR THE CLOUD CONNECTED SERVICES AND/OR THE DOCUMENTATION, OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY), EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL PAYMENTS ACTUALLY MADE TO THE COMPANY FOR THE SOFTWARE AND/OR CLOUD CONNECTED SERVICES, IF ANY, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE COMPANY MAY ENABLE YOU TO DOWNLOAD, FROM TIME TO TIME, SOFTWARE UPDATES (INCLUDING SECURITY PATCHES), BY WAY OF DIRECTING YOU TO OUR WEBSITE (AS DEFINED BELOW) OR BY ANY OTHER MEANS THAT THE COMPANY DEEMS APPROPRIATE, AT ITS SOLE DISCRETION. IT IS RECOMMENDED THAT YOU INSTALL ALL SUCH UPDATES PROMPTLY ON ALL WORKSTATIONS AND ENVIRONMENTS WHERE THE SOFTWARE HAS BEEN INSTALLED, TO ENSURE THAT THE SOFTWARE WILL FUNCTION CORRECTLY AND WILL BE KEPT UP TO DATE. YOU HEREBY DISCHARGE THE COMPANY FROM ANY LIABILITY AND WAIVE ANY CLAIM AGAINST THE COMPANY RESULTING FROM YOUR FAILURE TO USE AN UPDATED VERSION OF THE SOFTWARE. WE DO NOT GUARANTEE THAT ANY VERSION OF THE SOFTWARE WILL SUPPORT ALL HARDWARE/SOFTWARE ENVIRONMENTS. THE LICENSE GRANTED UNDER THIS AGREEMENT WILL APPLY TO SUCH UPDATES AND UPON INSTALLATION THEREOF, ALL RIGHTS IN RESPECT OF THE PREVIOUS VERSION OF THE SOFTWARE WILL LAPSE AND NO FURTHER USE OF THE PREVIOUS VERSION OF THE SOFTWARE SHALL BE PERMITTED. 5. Third Party Software. The Software is based on software which is developed and owned by the Company and/or its licensors. The Software may use or include third party software, files and components that are subject to open source and third party license terms ("Third Party Components"). Your right to use such Third Party Components as part of, or in connection with the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components contained therein) be deemed "open source" or "publicly available" software. A list of Third Party Components is available in the Software or its documentation (the "About Box") and will be updated from time to time. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, the Company will provide you and any third party, during a period set forth by each such license, for a charge of no more than Company's cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact the Company at: hello@ariga.io. 6. Indemnification. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your unauthorized use of the Software and/or the Cloud Connected Services; and/or (ii) your violation of any term of this Agreement. 7. Termination. This Agreement is effective upon downloading, installing, operating or otherwise using the Software. This Agreement will remain in force until terminated in accordance with this Agreement. The Company may terminate this Agreement immediately without notice if you fail to comply or breach any provision of this Agreement. You may terminate this Agreement upon written notice to the Company, provided that any active Subscription shall remain in effect and terminate at the expiry of the Subscription Plan term in which such notice was provided. Upon termination of this Agreement: (i) the licenses granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Software; (ii) you shall promptly remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Upon the Company's request you shall within three (3) days certify destruction of, all full or partial copies of the Software, Documentation and related materials provided to you by the Company or on its behalf; and (iii) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to the Company under this Agreement, which sums shall become immediately due and payable on the date of termination of the Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under applicable law. 8. Export and Sanctions. You hereby represent and warrant that you and your subsidiaries, affiliates, directors, officers, and employees are not: the subject or target of any sanctions or trade embargos administered or enforced by any relevant government authority, including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”); and (ii) located, organized or resident and do not operate in a country or territory that is the subject or target of Sanctions (including but not limited to Cuba, Iran, North Korea, Crimea Region, Russia, Lebanon and Syria). You further represent and warrant that you and your subsidiaries, affiliates, directors, officers and employees will comply with all applicable Sanctions and will not take any action to cause the Company to violate Sanctions. Notwithstanding anything to the contrary and without derogating from any other remedy available to the Company in law or equity, or otherwise provided under this Agreement, in the event that (1) you violate Sanctions or any applicable export control laws, or (2) it becomes unlawful under Sanctions or applicable export control laws for the Company to continue to perform under this Agreement, the Company may immediately, upon issuance of written notice and with no opportunity to cure, terminate this Agreement, in each case as determined by the Company in its sole discretion. 9. Maintenance and Support. The Company has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement, unless otherwise agreed in writing between you and the Company. 10. Miscellaneous. This Agreement shall be construed and governed in accordance with the laws of the New York, US (except for conflict of law provisions) and the competent courts of New York City, NY shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof. The Company may, at its sole discretion, change the terms contained herein by providing you a written notice. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification. BY DOWNLOADING AND/OR INSTALLING AND/OR YUR USE OF THE SOFTWARE , YOU ACKNOWLEDGE THAT (A) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (B) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (C) YOU HAVE AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, AND (D) THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS ON YOUR BEHALF.