End User License Agreement

1.1. "Products"

means any software, platform, module, tool, or service developed and distributed by Rightholder, including but not limited to Primo RPA, Primo RPA AI Server, Primo ART, Primo Idea Hub, and any future products, together with all related components and Documentation.

1.2. "Additional Services"

means support and maintenance or other services related to the Products provided to you by Rightholder.

1.3. "Documentation"

means Rightholder's standard published documentation for the Products.

1.4. "Feedback"

means comments, questions, ideas, suggestions, or other feedback relating to the Products or Additional Services.

1.5. "License Term"

means your permitted license term for the Products, as set forth in an Order.

1.6. "New Releases"

means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Products that Rightholder makes available to you as part of support and maintenance.

1.7. "Order"

means Rightholder's applicable ordering documentation or other purchase flow referencing this Agreement.

1.8. "Scope of Use"

means your authorized scope of use for the Products as specified in the applicable Order, which may include numbers of licenses, copies, or instances.

This Agreement governs your use of Rightholder's Products, including Commercial Editions and Community Editions (with the restrictions described in Section 7), support, maintenance for the Products, and any Additional Services, as well as any future purchases made by you that reference this Agreement.

3.1. Your License Rights.

Subject to the terms and conditions of this Agreement, Rightholder grants you a non-exclusive, non-sublicensable, and non-transferable license to install and use the Products during the applicable License Term for your business purposes, in accordance with this Agreement, your applicable Scope of Use, the Documentation, and all applicable laws.

3.2. Restrictions.

Except as otherwise expressly permitted in this Agreement, you will not:

1. (a)reproduce, modify, adapt or create derivative works of any part of the Products;
2. (b)rent, lease, distribute, sell, sublicense, transfer, or provide access to the Products to a third party;
3. (c)use the Products for the benefit of any third party;
4. (d)incorporate the Products into a product or service you provide to a third party;
5. (e)interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use;
6. (f)reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);
7. (g)remove or obscure any proprietary or other notices contained in the Products;
8. (h)use the Products for competitive analysis or to build competitive products;
9. (i)publicly disseminate information regarding the performance of the Products;
10. (j)encourage or assist any third party to do any of the foregoing; or
11. (k)use the Products to train, benchmark, or improve any artificial intelligence or machine learning models for the benefit of third parties.

3.3. Attribution.

In any use of the Products, you must not remove, obscure, or alter in any way the attribution to Rightholder on all user interfaces to the Products, which must be in the same format as delivered in the Products.

3.4. System Requirements.

You are solely responsible for ensuring that your systems meet the hardware, software, and other applicable system requirements for the Products specified in the Documentation. Rightholder will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Rightholder.

You may use or procure other third-party products or services in connection with the Products, including implementation, customization, training, or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider.

If you enable or use third-party products or services with the Products, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Products. This may include transmitting, transferring, modifying, or deleting your data or storing your data on systems belonging to third-party providers or other third parties.

Any third-party provider's use of your data is subject to the applicable agreement between you and such third-party provider. Rightholder is not responsible for any access to or use of your data by third-party providers or their products or services or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data.

5.1. Support and Maintenance.

Annual fees for commercial editions of the Products cover the applicable support and maintenance. Support and maintenance for Products include access to New Releases, if and when available, and any references to "Products" in this Agreement include New Releases.

5.2. Additional Services.

Subject to this Agreement, you may purchase Additional Services from Rightholder, which Rightholder will provide to you under the applicable Order. Additional Services may be subject to additional policies and terms specified by Rightholder.

(a) Rightholder Deliverables. Rightholder will retain all rights, title, and interest in and to any materials, deliverables, modifications, derivative works, or developments that Rightholder provides in connection with any Additional Services ("Rightholder Deliverables"). You may use any Rightholder Deliverables provided to you only in connection with the Products, subject to the same usage rights and restrictions as for the Products.

(b) Customer Materials. You agree to provide Rightholder with reasonable access to your materials, systems, personnel, or other resources as reasonably necessary for Rightholder's provision of Additional Services. You retain your rights in your Customer Materials, subject to Rightholder's ownership of any underlying Products, Rightholder Deliverables, or other Rightholder Technology.

6.1. License Term and Renewals.

The License Term, support, and maintenance period will be indicated in the Order. The License Term and any applicable service periods will commence on the Order date and expire on the expiration date indicated in your Order. Any renewals must be mutually agreed upon by the parties in writing and are subject to the applicable fees at then-current rates.

6.2. Delivery.

We will deliver the applicable license keys to you when we receive payment of the applicable fees. All deliveries under this Agreement will be electronic. You are responsible for the installation of the Products.

6.3. Increased Scope of Use.

During your License Term, you may increase your Scope of Use by placing a new Order or, if made available by Rightholder, directly through the applicable Products. Any increases to your Scope of Use will be subject to additional fees as set forth in the applicable Order.

6.4. Payment.

You will pay all fees in accordance with each Order, by the due dates, and in the currency specified in the Order. You agree that we may bill your credit card or other payment method for renewals, additional licenses, and unpaid fees, as applicable.

6.5. Taxes.

Your fees under this Agreement exclude any taxes or duties payable for the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Rightholder, you must pay Rightholder the amount of such taxes or duties in addition to any fees owed under this Agreement.

6.6. Withholding Taxes.

You will pay all fees net of any applicable withholding taxes. You and Rightholder will work together to avoid withholding tax if exemptions, or a reduced treaty withholding rate, are available.

6.7. Reseller Orders.

This Section applies if you purchase the Products through a Reseller. Instead of paying Rightholder, you will pay the applicable amounts to the Reseller. Resellers are not authorized to modify this Agreement or make any promises or commitments on Rightholder's behalf. The amount paid by the Reseller to us for your use will be deemed the amount paid by you for purposes of calculating the liability cap in Section 13.2.

We may offer certain Products to you at no charge, including Community Edition, trial use, and Beta Versions (collectively, "No-Charge Products").

7.1. Community Edition Restrictions.

Community Edition is provided solely for non-commercial, educational, research, testing, or evaluation purposes. You may not use Community Edition in any production environment, or for the internal operations of commercial organizations, unless expressly authorized in writing by Rightholder.

7.2. Termination.

We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you.

You understand that any pre-release and beta versions of Products ("Beta Versions") are still under development, may be inoperable or incomplete, and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available.

At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use.

You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit unless the audit reveals that you have exceeded the Scope of Use.

If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Rightholder at law or equity or under this Agreement.

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". Rightholder and its licensors have and retain all rights, title, and interest, including all intellectual property rights, in and to Rightholder's technology and Products.

From time to time, you may choose to submit Feedback to us. Rightholder may, in connection with any of its products or services, freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, and business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary.

Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.

The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document:

1. (a)was rightfully in its possession or known to it prior to receipt of the Confidential Information;
2. (b)is or has become public knowledge through no fault of the Receiving Party;
3. (c)is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
4. (d)is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may also disclose Confidential Information if required under a regulation, law, or court order (but only to the minimum extent necessary to comply with such regulation or order and with advance notice to the Disclosing Party).

11.1. Term.

This Agreement is effective as of the Effective Date and continues until the expiration of all License Terms unless earlier terminated as set forth herein.

11.2. Termination for Cause.

Either party may terminate this Agreement (including all related Orders) if the other party:

1. (a)fails to cure any material breach of this Agreement within thirty (30) days after written notice;
2. (b)ceases operation without a successor; or
3. (c)seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

11.3. Termination for Convenience.

You may choose to stop using the Products and terminate this Agreement at any time for any reason upon written notice to Rightholder, but upon any such termination (a) you will not be entitled to a refund of any pre-paid fees and (b) any outstanding fees will become immediately due and payable.

11.4. Effects of Termination.

Upon any expiration or termination of this Agreement, your license to the Products terminates, and you must cease using and delete (or, at our request, return) all Products and Confidential Information or other materials of Rightholder in your possession, including on any third-party systems operated on your behalf.

If this Agreement is terminated by you in accordance with Section 11.2, Rightholder will refund you any prepaid Products fees covering the remainder of the then-current License Term after the effective date of termination. If this Agreement is terminated by Rightholder in accordance with Section 11.2, you will pay any unpaid fees covering the remainder of the then-current License Term.

12.1. General Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are an entity, you represent and warrant that this Agreement and each Order is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.

12.2. Virus Warranty.

Rightholder further represents and warrants that it will take reasonable commercial efforts to ensure that the Products, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy is to provide a replacement copy of the Products promptly upon notice.

12.3. Warranty Disclaimer.

13.1. Consequential Damages Waiver.

13.2. Liability Cap.

13.3. Nature of Claims and Failure of Essential Purpose.

The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

We will defend you against any claim brought against you by a third party alleging that the Products, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a "Claim"), and we will indemnify you and hold you harmless against any damages and costs finally awarded, provided that we have received from you:

1. (a)prompt written notice of the Claim;
2. (b)reasonable assistance in the defense and investigation of the Claim, including cooperation with evidentiary discovery, litigation, and trial; and
3. (c)the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.

If your use of the Products is enjoined, we may, at our option: (i) procure the right for your continued use; (ii) substitute substantially functionally similar Products; or (iii) terminate your right to continue using the Products and refund any pre-paid license fees for the terminated portion of the License Term.

Rightholder's indemnification obligations do not apply with respect to Community Edition, trial use, and Beta Versions; if the Products is modified by any party other than Rightholder; if used in combination with any non-Rightholder product; to unauthorized use; to claims from third-party components; to unsupported releases; or if you settle a Claim without Rightholder's prior written consent.

We may identify you as our customer in our promotional materials. For government entities or financial institutions, Rightholder will obtain your prior written consent before making such identification. We will promptly stop doing so upon your request sent to info@primo-rpa.com.

16.1. Informal Resolution.

In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. All negotiations pursuant to this Section 16.1 will be confidential.

16.2. Governing Law; Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), as applied in the DIFC. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (the "DIFC Courts").

16.3. Arbitration Option.

Notwithstanding Section 16.2, Rightholder may elect, at its sole discretion, to resolve disputes by arbitration under the DIFC-LCIA or ADGM Arbitration Rules, in which case the seat of arbitration shall be Dubai, UAE, and the language shall be English.

16.4. Injunctive Relief; Enforcement.

Nothing in this Agreement will prevent Rightholder from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

The Products may be subject to export and re-export restrictions under applicable laws of the United Arab Emirates, the United States, and other jurisdictions, and you agree to comply with all such laws and regulations in your download of, access to, and use of the Products.

The Products include code and libraries licensed to us by third parties, including open-source software.

19.1. Modifications Generally.

We may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Products, or through our website. Together with notice, we will specify the effective date of the modifications.

19.2. No-Charge Products.

You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products.

19.3. Paid Licenses.

Typically, when we make modifications to the main body of this Agreement, the modifications will take effect at the next renewal of your License Term. In some cases, we may specify that modifications become effective during your then-current License Term. If you object to such modifications, you may terminate your affected Orders upon notice to us within thirty (30) days of our providing notice, and we will refund any pre-paid fees for the terminated period.

20.1. Notices.

Any notice under this Agreement must be given in writing. We may provide notice to you via email. Our notices to you will be deemed given upon the first business day after we send them.

20.2. Force Majeure.

Neither party will 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 events beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure of telecommunications or data networks or services.

20.3. Assignment.

You may not assign or transfer this Agreement without our prior written consent. As an exception, you may assign this Agreement in its entirety to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice. We may assign our rights and obligations under this Agreement without your consent.

20.4. Entire Agreement.

This Agreement is the entire agreement between you and Rightholder relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals, and representations between you and Rightholder.

20.5. Waivers; Modifications.

No failure or delay by the injured party in exercising any right, power, or privilege hereunder will operate as a waiver thereof. Except as set forth in Section 19, any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of both parties.

20.6. Interpretation.

As used herein, "including" (and its variants) means "including without limitation." Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions will continue in full force and effect.

20.7. Independent Contractors.

The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power, or authority to create any duty or obligation of the other party.