LICENSE AGREEMENT Software for HAPTICORE demonstration kit basic/mini Version 1.0, as at 1 January 2020 Preamble =-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-= This License Agreement ("License Agreement") is a binding legal agreement between you (either an individual or a single entity) and INVENTUS Development GmbH (Austrian Business Register FN 474080 b) with its registered seat at Nummer 181, 6771 Sankt Anton im Montafon, Austria ("INVENTUS") for software owned by INVENTUS and its affiliated companies and its third party suppliers and licensors that accompanies this License Agreement, which includes software, documentation, interfaces, fonts and any data that comes with the software and updates ("Software"). License =-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-= 1. GRANT OF LICENSE. INVENTUS grants you the following rights provided that you comply with all terms and conditions of this License Agreement: You are granted a limited, non-exclusive, non-transferable license to use the Software only in connection with a product purchased from XeelTech GmbH (Austrian Business Register FN 522245 h) with its registered seat at Nummer 181, 6771 Sankt Anton im Montafon, Austria ("XeelTech"). Any products distributed by XeelTech (including but not limited to demonstration kits and controllers) are referred to as "XeelTech Products". 2. RESERVATION OF RIGHTS AND OWNERSHIP. INVENTUS and its licensors retain all right, title and interest in the Software and all copies thereof, including all copyright and other intellectual property rights. INVENTUS and its licensors reserves all rights not expressly granted to you in this License Agreement. The Software is licensed, not sold. 3. LIMITATIONS ON END USER RIGHTS. You agree that only INVENTUS has the right to enhance or otherwise modify the Software. You have no rights to any source code for the Software. You agree not to, or cause or permit, directly or indirectly the modification, disassembly, recompilation, or reverse engineering of the Software or any part thereto, or otherwise attempt to gain access to the source code to the Software. You agree not to create derivative works or cause or permit others, directly or indirectly to create derivative works based upon the Software. Under no circumstances shall you sell, license, sub-license, publish, and display, distribute, rent, lease, assign, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part. 4. SOFTWARE TRANSFER. You may not transfer this License Agreement or the rights to the Software granted herein to any third party without the written consent of INVENTUS. Prior to the transfer - which has to be in connection with the transfer of a XeelTech Product -, the end user receiving the Software must agree to all the License Agreement terms. 5. TERMINATION. This License Agreement is effective until terminated. Your rights under this License will terminate automatically without notice from INVENTUS if you fail to comply with any of the terms and conditions of this License Agreement. Upon termination of this License Agreement, you must cease all use of the Software and destroy all copies, full or partial, of the Software. The following Sections survive any termination of this License Agreement: Sections 2 - 4, 6 - 11. 6. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use for hazardous environments or high risk activities requiring a fail-safe performance. You agree not to use the Software with activities in which the failure of related XeelTech Products could lead to death, personal injury, or severe physical or environmental damage. INVENTUS and its licensors specifically disclaim any express or implied warranty of fitness for high risk activities. 7. DISCLAIMER OF WARRANTY. You expressly acknowledge and agree that the use of the Software is at your sole risk. The Software is provided "AS IS" and without warranty of any kind. INVENTUS AND ITS LICENSORS EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE SOFTWARE OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. INVENTUS AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE CORRECT. FURTHERMORE, INVENTUS AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, PERFORMANCE OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INVENTUS OR ITS LICENSORS OR THEIR RESPECTIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. 8. LIMITATION OF LIABILITY. INVENTUS AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THIS SOFTWARE. INVENTUS AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE OR DEVICE, DOWN TIME AND USER'S DOWNTIME, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF INVENTUS'S AND ITS LICENSOR'S HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INVENTUS OR ITS LICENSOR'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT BE GREATER THAN 2.000 EUROS (€ 2.000). YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY 9. INDEMNIFICATION. You agree to defend, indemnify, and hold INVENTUS and its licensors harmless from and against any claim or lawsuits, including reasonable attorneys' fees that arise or result from your use of the Software and/or from your breach of any of the terms of this License Agreement. 10. GOVERNING LAW AND DISPUTE RESOLUTION / ARBITRATION. This License Agreement shall be governed by and construed in accordance with the laws of the Republic of Austria with the exception of (a) the United Nations Convention on Contracts for the International Sale of Goods (CISG) and (b) any and all conflict of law rules and principles of private international law. The parties consent that all disputes or claims arising out of or in connection with this contract, including disputes concerning its validity, breach, termination or nullity, shall be exclusively and finally settled under the Rules of Arbitration of the International Arbitral Centre of the Austrian Federal Economic Chamber (Vienna Rules) by one arbitrators appointed in accordance with these Rules. The languages to be used in the arbitral proceedings shall be German and English. The place of arbitration shall be Vienna, Austria. 11. SEVERABILITY. If any provision of this License Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.