Hoptroff Traceable Time as a Service (TTaaS®)

END USER LICENSE AGREEMENT

Commercial In Confidence. Property of Hoptroff London Ltd

This End User License EULA (“EULA”), is a binding agreement between Hoptroff London Limited (“Hoptroff”) and the company, entity, or individual that accepted and entered into this agreement by clicking “I Accept” or that downloads, installs, or uses Hoptroff’s software (“Customer”).

The parties agree as follows:

1. TERM

The term of this EULA (“Term”) is as set out in the agreement (“Purchase EULA”) entered into between Customer and the third-party provider through which Customer purchased the right to use or access the Services (the “Reseller”).

2. GRANT OF LICENSE

2.1 In consideration for and subject to payment of the Service Fees and provided that Customer complies with the terms and conditions of this EULA, Hoptroff grants the Customer a non-exclusive, revocable, non-transferable license for the authorised number of devices for the Use of the Time Suite Software on the authorised number of Devices set out in the Purchase EULA, for the Term. Customer’s use of the Time Suite Software and the Services are subject to Customer’s timely payment of all fees set out in the Purchase Agreement.

2.2 Except as expressly permitted by this EULA, the Customer shall not Use the Software on any Devices or the Documentation with any equipment or operating systems other than the Customer Equipment, nor for any purpose other than the Purpose.

2.3 Unless otherwise agreed between the parties the Customer represents, warrants, and covenants:

2.3.1 not to itself or by any third party, to alter or modify the whole or any part of the Software nor merge any part of the Software with any other software nor, save to the extent and in the circumstances expressly permitted by law, create derivative works from or reverse engineer or decompile or disassemble the Software or attempt to do any of these things. Components of the Software may not be separated from the Software and used without being separately licensed by Hoptroff. If the Customer wishes to render the Software interoperable with other computer programs it uses, it agrees that it shall, before attempting to decompile the Software, first request in writing that Hoptroff make available to the Customer such information as may be reasonably required to achieve such interoperability and Hoptroff may make such information available to Customer. Hoptroff shall be entitled to impose reasonable conditions, such as a reasonable fee, for doing so.

2.3.2 not either itself or by a third party to alter, obscure, remove, interfere with or add to any trademarks, trade names, markings or names affixed to or contained within the Software and/or Documentation.

2.3.3 not to use or permit use of the Software on any Devices in any manner which in any way prejudices Hoptroff’s legitimate interests or conflicts with the normal exploitation of the Software by Hoptroff.

2.3.4 to ensure that its Use of the Software on the authorised Devices does not at any time exceed the number of Devices licensed and paid for under the Purchase 3 Agreement.

2.3.5 to supervise and control the use of the Devices and Software and Documentation in accordance with the terms of this EULA.

2.3.6 to accept full responsibility for the acts or omissions of any of such persons given access to the Devices, Software and/or Documentation as if the Customer had performed such acts or omissions itself.

2.4 The Customer hereby acknowledges that it is licensed for the Use of the Software only on the authorised Devices in accordance with the express terms of this EULA and not further or otherwise.

2.5 Customer shall effect and maintain sufficient security measures to safeguard the Devices and all copies of the Software on such Devices and in their control from access to and/or use by any unauthorised persons and/or for use for any unauthorised purpose. The Customer shall keep an accurate and up to date record of all Devices using and/or having access to the Software and/or within its control and provide such information to Hoptroff upon request.

2.6 Subject to this EULA being in full force and effect and to paying for the Services the licensed Software shall extend to any Upgrade from the date of delivery to the Customer of the media on which such Upgrade is recorded, and all terms and conditions of this EULA shall apply to such Upgrade as if the same were incorporated within the definition of Software.

2.7 The Customer is required to ensure it has all rights, licenses and consents necessary or appropriate from any other third parties not having any Intellectual Property Rights in the Software to Use the Software in accordance with this EULA.

2.8 Customer shall not copy or use the Software or the Documentation or any authorised copy except as expressly permitted by this EULA.

2.9 Customer shall provide to Hoptroff or Reseller such access to all necessary resources during normal business hours as is required for Hoptroff to perform its obligations under this EULA.

2.10 The Customer shall be responsible at its expense for providing and maintaining the Customer Equipment and will be required to adhere to any remote access acceptable use policy, as published by Hoptroff.

2.11 The Customer undertakes to provide Hoptroff promptly with any information which Hoptroff may reasonably require from time to time to enable Hoptroff to proceed without interruption with the performance of this EULA.

2.12 The Customer shall procure all necessary rights from third parties (including, without limitation, intellectual property licenses in relation to computer software) which are from time to time required in order for Hoptroff to comply with its obligations under this EULA.

2.13 If Hoptroff is delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any of its obligations under this EULA by reason of any act or omission of the Customer, its employees, agents, contractors or subcontractors (including the provision by any such person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this EULA, the Customer may be required to pay Hoptroff for any additional time spent and reasonable expenses incurred by or on behalf of Hoptroff in carrying out such obligations and caused or rendered necessary by such act or omission and any target time specified for the performance by Hoptroff of any of its obligations shall be 4 extended accordingly.

3. LIMITATIONS

Hoptroff has no obligations or liability to Customer or Reseller related to the Software, the Services, or otherwise, in connection with any of the following:

3.1 licensed Software which is not used on the Customer Equipment or is used in conjunction with other software;

3.2 loss of or corrupted data related to the Software or the Services;

3.3 any licensed Software which has been changed, altered, added to, modified or varied by anyone other than Hoptroff;

3.4 faults caused by the Customer’s failure to use the licensed Software in accordance with the requirements of the Documentation and/or documentation or manuals supplied with the licensed Software, or caused by operator error or omission; or

3.5 faults in the licensed Software attributable to faults in the Customer Equipment or its use or interaction with other software with which the Software is not compatible or its use or interaction with software or on equipment has not been approved by Hoptroff.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 The Customer agrees and acknowledges that title to all the Intellectual Property Rights in the Software and the Documentation (and all derivatives thereto) are and remain the absolute and exclusive property of and vest and remain vested in Hoptroff, its nominees or its licensor(s).

4.2 The Software and Documentation comprise Confidential Information of Hoptroff and save as provided expressly in this EULA the Customer shall not copy the whole or any part of the same.

4.3 The Customer shall not assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software or the Documentation nor use them on behalf of or save as expressly permitted in this EULA make them available to an Affiliate or any third party.

4.4 The Customer shall preserve on all copies of the Software and Documentation Hoptroff’s trademarks, copyright and proprietary notices.

4.5 Title in any Intellectual Property Rights developed by any party pursuant to this EULA shall vest in Hoptroff or its nominee. The Customer has no right, title or interest in or to such developed Intellectual Property Rights other than such as may be granted or confirmed to it under this EULA.

4.6 The Customer will notify Hoptroff immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Software by any person.

5. WARRANTIES

5.1 Customer represents, warrants, and covenants that:

5.1.1 it has full right, power and authority to enter into this EULA;

5.1.2 it has all the rights, licenses, permits, and approvals as required by applicable law and as are necessary to perform its obligations under this EULA;

5.1.3 it shall not intentionally or negligently act or omit to act in any way which will or may injure or damage any persons or the property of any persons, Software, hardware, facilities or any Equipment;

5.1.4 it shall comply with all policies and procedures reasonably issued by Hoptroff from time to time and any and all applicable laws (including all anti-fraud and antibribery laws and regulations);

5.2 Hoptroff shall not be liable under the EULA for any faults or defects nor responsible for any Default if and to the extent that such faults, defects or Default is attributable to (1) any changes, modifications, updates, alterations or enhancements to the Software that are not provided by or otherwise authorised by Hoptroff in writing under or pursuant to this EULA or (2) any faults or defects caused by negligence, wilful damage or misuse of the Software by the Customer, Reseller, or any third party, abnormal working conditions, internet and/or intranet outage, failure to follow instructions and/or documentation of Hoptroff, alteration or repair of the Software without Hoptroff’s prior approval, improper maintenance of the Software by the Customer or any third party and/or negligence by the Customer and/or any third party. Further, Hoptroff shall have no liability to the Customer unless the defect or fault in the Software is notified to Hoptroff by the Customer within thirty (30) days of the defect becoming apparent.

5.3 THE SOFTWARE, ALL PORTIONS THEREOF AND ANY FIXES OR OTHER RELATED SERVICES, INCLUDING THE SERVICES (UNLESS INDICATED OTHERWISE HEREIN) (“LICENSED PRODUCTS”) ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOPTROFF DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. HOPTROFF DOES NOT WARRANT THAT THE FUNCTIONS OR INFORMATION CONTAINED IN THE LICENSED PRODUCTS WILL MEET ANY REQUIREMENTS OR NEEDS THAT CUSTOMER MAY HAVE, THAT THE LICENSED PRODUCTS WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, THAT DEFECTS OR ERRORS IN THE LICENSED PRODUCTS WILL BE CORRECTED, OR THAT THE LICENSED PRODUCTS ARE COMPATIBLE WITH ANY PARTICULAR SYSTEM, NETWORK, OR SOFTWARE

6. INDEMNITY

Customer agrees to indemnify, defend and hold harmless Hoptroff and Hoptroff Affiliates and their respective owners, principals, directors, officers, employees, agents and representatives from any and all liabilities damages, losses, expenses, demands, claims, suits or judgements, including without limitation reasonable legal fees and expenses, in any way arising out of or related to:

6.1 any claim made by any of Hoptroff personnel or any third party that Customer’s use of the Services and/or Software infringe the rights, including the intellectual property rights of such person;

6.2 any failure by Customer to comply with applicable law; and/or

6.3 any negligence or wilful default of Customer or any of its Affiliates;

6.4 any claim arising out of the breach by Customer of the warranties and/or the confidentiality and publicity obligations set out in this EULA.

7. LIABILITY

7.1 IN NO EVENT WILL HOPTROFF OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE HOPTROFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 IN NO EVENT WILL HOPTROFF'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE HOPTROFF BY THE RESELLER IN CONNECTION WITH THE PURCHASE AGREEMENT.

8. CONFIDENTIALITY AND PUBLICITY

8.1 The parties undertake at all times to keep strictly confidential and not to use or to disclose to any third party without the other party’s prior written consent any Confidential Information supplied by the other party or obtained as a result of this EULA (or any discussions prior to execution of this EULA) including all information (in whatever form) relating to the other party’s business, technology and Customers and the terms of this EULA. The parties accept that such information is valuable and secret, and that unauthorised disclosure of such information would be likely to cause the other party unquantifiable loss and damage. Disclosure of such information to the parties’ own employees and subcontractors shall only be on a ‘need to know’ basis.

8.2 The parties agree that information is not to be regarded as Confidential Information and that the receiving party will have no obligation with respect to any information which that party can demonstrate:

8.2.1 in writing within twenty-eight (28) days of disclosure was already known to it and at its free disposal prior to its receipt from the disclosing party;

8.2.2 was subsequently disclosed to it lawfully by a third party who did not obtain it (whether directly or indirectly) either from the disclosing party or under any obligation of confidence;

8.2.3 was in the public domain at the time of receipt by the receiving party or had subsequently entered into the public domain other than by reason of the breach of the provisions of this Section or of any obligation of confidence; or

8.2.4 is disclosed by the receiving party in compliance with a legal requirement of a government agency or otherwise where disclosure is required by the operation of law on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.

8.3 Either party shall promptly inform the other if it becomes aware of any breach of confidence by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may institute against such person.

8.4 Customer acknowledges the reputation and good name of Hoptroff and Affiliates and shall take all necessary and reasonable steps to preserve such reputation and good name in fulfilling the terms and conditions of this EULA and shall not do or omit to do anything which it knows or reasonably believes would diminish the reputation or good name of Hoptroff and/or Affiliates or otherwise bring those parties into disrepute.

8.5 Customer shall not, in any manner, either advertise or publish the fact that Customer has entered into this EULA without Hoptroff’s prior written consent.

8.6 The parties shall procure that any third party or subcontractor to whom information is disclosed pursuant to this clause is made aware of and complies with obligations of confidentiality equivalent to those set out in this Section.

9. TERMINATION

9.1 Hoptroff may terminate this EULA immediately by notice in writing to the other party where the other party has committed a Default and where such Default is capable of remedy has failed to remedy such Default within thirty (30) working days of receiving notice specifying the Default and requiring its remedy.

9.2 Hoptroff may terminate this EULA (or in Hoptroff’s sole discretion, the supply to the Customer of any Software or any services) immediately if the Customer fails to pay any sum due to Reseller and such sum remains unpaid for fourteen (14) days after Hoptroff or Reseller has given notice to the Customer that such sum has not been paid.

10. CONSEQUENCES OF TERMINATION

10.1 Termination of this EULA shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue to either party and all provisions which are to survive

10.2 The provisions of Sections 3, 4, 5, 6, 7, 8, 10, and 11 shall survive termination or expiry of this EULA.

11. GENERAL

11.1 Unless otherwise stated in the EULA, the definitions set out in Annex A will apply

11.2 There are no third-party beneficiaries under this EULA.

11.3 This EULA will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 11.4, the parties agree that any action arising out of or in connection with this EULA will be heard in the federal, state, or local courts in New York, New York, U.S.A., and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

11.4 Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this EULA will be settled by binding arbitration in New York, New York, U.S.A. under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules. All other disputes (excluding the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in Section 11.3. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this EULA.

11.5 All notices which are required to be given hereunder shall be in writing and shall be sent:

in respect of Customer, to the address recorded in the distribution agreement; or

in respect of Hoptroff, to Hoptroff COO, Hoptroff London Ltd, New Derwent House, 69- 73 Theobalds Road, London, WC1X 8TA, United Kingdom

or such other address as either party may designate by notice given in accordance with this Section.

Any such notice may be delivered personally or by pre-paid recorded delivery post or courier letter and shall be deemed to have been served if by hand when delivered, and if by courier or recorded delivery post, three (3) working days after despatch.

11.6 No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under this EULA shall operate as a waiver of such power or right or of any other power or right.

11.7 If any provision of this EULA is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this EULA had been executed with the invalid, illegal or unenforceable provisions eliminated. In the event that a provision of this EULA that is fundamental to the accomplishment of the purpose of the EULA is held invalid, Hoptroff and the Customer shall immediately commence good faith negotiations to remedy such invalidity.

11.8 This EULA is personal to the Customer and the Customer shall not assign the benefit of or any interest in or obligation under this EULA.

11.9 Hoptroff and the Customer acknowledge and agree that this EULA shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and neither Hoptroff nor the Customer shall have the right to bind the other or pledge the credit of the other without the other’s express prior written consent.

11.10 Except to the extent of any fraudulent misrepresentation or breach of warranty which constitutes fraud, this EULA constitutes the entire agreement between the parties relating to the subject matter of this EULA

11.11 Any change to this EULA shall only be valid if it is in writing and signed by the parties.

11.12 This EULA may be executed in two counterparts and/or by each party on separate counterparts, each of which when so executed and delivered shall be an original but both counterparts shall together constitute one and the same instrument.

ANNEX A - DEFINITIONS

“Affiliate” means any affiliate, subsidiary or holding company of the Customer as at the date of this EULA;

“Customer’s Business” means that section or division of the Customer licensed to use the Software and Device(s) under this EULA as specified in relevant Purchase Agreement;

“Customer Equipment” means the computing equipment and environment within the Customer (consisting of hardware and software) which satisfies Hoptroff’s technical pre-requisites and on which the Software will be installed

“Commencement Date” means the date of signature of the Purchase Agreement;

“Confidential Information” means any and all proprietary information, know-how, ideas, concepts, trade secrets, designs, specifications, manuals, computer programs, data whether of a business, financial, technical or non-technical nature and whether existing in hard copy form, on computer disk or otherwise which is confidential and/or held in confidence by the disclosing party;

“Default” means a material breach of the obligations of either party in connection with or in relation to the subject of this EULA and in respect of which such party is liable to the other;

“Device(s)” means any individual computer server, or individual virtual server within a physical server, personal computer, personal digital assistant, phone or any other electronic device that is authorized to use the timing software

“Documentation” means the operating manuals, user instructions, technical literature and all other related materials in eye readable form in either paper or electronic form (where available) supplied to or made available to the Customer by Hoptroff or Reseller for aiding the Use of the Software;

“Intellectual Property Rights” means any and all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), moral rights, industrial property rights, Internet domain names, applications for any of the foregoing, copyright, rights in databases, data, source codes, reports, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other rights equivalent to any of the foregoing whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;

“Object Code” means the machine-readable version of the Software;

“Order Form” Means the order form entered into by Customer with Hoptroff London Ltd. containing a number of the commercial terms applicable to the provision of Services, license of Software and access to the Time Feed by Hoptroff to Customer;

“Service Fees” means the fees for the provision of Services, license of Software and access to the Time Feed, as set out in Customer’s agreement with the Reseller;

“Purpose” means the supply of Software that will function in accordance with the user specification and documentation with reference to the Customer’s business requirements as may be further described in the Purchase EULA whilst operating on and within the Customer’s Equipment and network at the Site;

“Resilient PTP” means the version of Precision Time Protocol that enables each authorized device to select the best time to use from the available Grandmaster clock sources;

“Services” means the services as set out in this EULA;

“Site” means the premises at the address for delivery/instalment and Use of the Software set out in Purchase EULA;

“Software” means the computer program(s) and databases in Object Code only (and also known as “Time Suite®”); that runs on the Customer’s server and that connects to the Hoptroff Time Feed and then steers the system clock so it matches the PTP source as closely as possible, and then records the accuracy with which it can do so. “Time Suite®” Software stores timekeeping logs in a local SQLite database and timekeeping performance is monitored by the Customer in a command line interface (CLI), through the alerts it generates and/or a centralised PostgreSQL/Splunk monitoring interface.

“Source Code” means program source code, specifications and all other materials and documents necessary to enable a reasonably skilled programmer to understand and maintain the Software without reference to any other person or documentation whether in eye-readable or machine-readable form;

“Timing Granularity” means the time increment between two immediately successive calls from the application to the system clock on a particular server;

“Timing Logs” means the accumulated records of the Timing Accuracy and Timing Granularity;

“Third party Software” the Devices and software programs proprietary to third parties which are to be provided to the Customer under this EULA;

“Upgrades(s)” means any upgrade or new releases of the Software made available by Hoptroff to the Customer under the terms of this EULA;

“Use” means the restricted access and/or use of the Device and Software (in object code form) by storing, accessing, running and/or loading the Software on a Device to process instructions in the Software for the Purpose;

“Universal Time” means the sources of reference time (UTC) that are used to discipline and synchronize the Grandmaster clocks. Examples will be GPS, Glonass, Galileo and National Physical Laboratory (UK), The National Institute of Standards and Technology (USA) and RISE Research Institute of Sweden (SE)