CUSTOMER LICENSE AGREEMENT

By downloading our Software as defined below, or by agreeing to an Order Form that references this Customer Agreement (“Agreement”), you agree to the terms that follow.

If you represent an organisation, you represent and warrant that you are authorised to agree to this Agreement on behalf of your organisation.

DEFINITIONS

1. “Leaning Technologies”, “Company”, “Licensor”, “we”, “us”, “ours” means Leaning Technologies Limited, a duly registered company in England and Wales with company number 08227826, whose principal place of business if 3rd Floor, 207 Regent Street, London W1B 4HH, United Kingdom.

2. “Customer”, “Licensee”, “you”, “yours” means the organisation that agrees to an Order Form or downloads the Software.

3. “Software” means CheerpJ Core, and any other software referenced in the Order Form, or the software package that you have downloaded from a website controlled by Leaning Technologies, including but not limited to cheerpj.com and its subdomains.

4. “Documentation” means the instructions, specifications and information regarding the Software available at https://labs.leaningtech.com/.

5. “Order Form” or “Licence Certificate” means an ordering document for a Licence that refers to this Agreement, signed and submitted by you directly to us, or through an authorised third-party reseller.

6. “Licensee Application” is the software application or applications that are integrated with the Software, as defined by the Order Form.

7. “Support” means support, if any, included in a Licence.

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of payment by you of the agreed Licence Fee and you agreeing to abide by the terms of this Licence, we grant to you a non- exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence.

1.2 You may:

(a) download, install and use the Software for your internal use or for normal business purposes only;

(b) provided you comply with the provisions in condition 2, make an unlimited number of copies of the Software for operational and back-up purposes;

(c) provided you comply with the provisions in Clause 2.1(d) and 2.1(i), distribute the Software as part of Licensee Application;

(d) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and

(e) use any Documents in support of the use permitted under condition 1.2 and make a reasonable number of copies of the Documents as are reasonably necessary for its lawful use.

1.3 This Licence applies to you as the Licensee, and is provided for you to use within your Group of businesses as may be further described or expressly listed in your Order Form. By “Group” we mean related businesses, organisations and the like who exercise, or are under common, Control over you and/or each entity within that Group. If you apply this Licence to your Group, you will be legally responsible for each of them as though they had signed up to this Licence directly. By using the capitalised term “Control” we refer to the term as it is understood according to section 1124 of the Corporation Tax Act 2010.

1.4 Where we refer to “your internal use” or “normal business purposes” we mean that you can use the Software in order to ensure that your Licensee Applications (see definition below) can achieve interoperability with modern Web Standards. Our determination of the validity of your purposes, and whether or not they are permitted by or within the scope of this Licence, will be final in the event of any dispute.

1.5 Where we refer to “Licensee Application” that refers to the Java application forming the group of assets comprising of any number of Java bytecode archives and assets used by said Java archives (usually in the form of .jar files), which are embedded in a single HTML file, as drawn from a single designated origin domain in relation to which the Software has been specifically integrated, except if expressly authorised by the Order Form. Our determination as to how many distinct Licensee Applications you have will be final in all circumstances and you may not amend the number of Licensee Applications without our prior written approval.

1.6 Where we refer to an “Order Form” that is a reference to the written document we send to you which sets out the scope of your licensed use case, and the associated Licence Fee, as well as other important commercial information. To the extent that the Order Form contains details about pricing or the extent of your use case for the Software and Documentation, the Order Form will take precedence over any conflicting term of this Licence.

1.7 Where we refer to or if you have signed to up an “Evaluation Licence” then, as that is not a fully paid licence, our obligations to you under this Licence shall not generally apply, and our liability to you is limited pursuant to condition 4.3(c) below. You will however still be liable to us under this Licence, where that is reasonable to protect our own commercial interest in and to the Software and/or Documentation. You have a choice as to whether you procure a full licence or not, and you accept the risks associated with your decision in this regard, you should acquire appropriate insurance to protect you from any perceived risk associated with an Evaluation Licence.

1.8 Unless the context indicates to the contrary, any reference to statute, legislation, laws, guidance and codes of conduct are to those existing under laws of England and Wales.

2. RESTRICTIONS

2.1 Except as expressly set out in this Licence, the Order Form, or as permitted by any local law, you warrant and undertake:

(a) Not to exceed the usage limitation Metric, as set out in the relevant Order Form, which shall be based upon at least one (or any combination) of the below factors:

(i) Number and/or Type of Licensee Applications; and/or

(ii) Agreed number of and/or designated physical or digital (expressed contiguously rather than logically/virtually partitioned) locations; and/or

(iii) In some instances, the specific Purpose of the use made of the Software or Documents and the relevant selection of the above factors shall form the applicable Metric in relation to a particular Order Form.

(b) Not to use the Software and/or the Documentation for any purpose either directly or indirectly relating to:

(i) Nuclear energy, hospital management, life support systems and or any other public infrastructure or any high risk, mission or business critical processing of any nature in any industry.

(ii) Gambling, currency trading, pay-day loans, pornography or any illegal or otherwise criminal purpose.

(c) not to copy the Software or Documents except where such copying is incidental to normal and expressly permitted use of the Software, or where it is necessary for the purpose of back-up or operational security. For the avoidance of doubt, there is no numerical cap or limit on the sum of copies permitted under this Licence as long as they accord with the use case prescribed herein and remain under the control of the Licensee or its Group at all times;

(d) not to assign, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents, except if expressly authorised in the Order Form. Where the Licensee needs to assign the Licence to another member of its Group, for example as part of a Group restructuring exercise, we will not unreasonably refuse such assignments subject to Licensee or the relevant Group member providing reasonable written notice of the proposed assignment in advance;

(e) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs, except to the limited extent as is strictly required to ensure the operation of Licensee Applications, except if expressly authorised by the Order Form, or advised in writing by us;

(i) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

(ii) is used only for the purpose of achieving inter-operability of the Software with another software program; and

(iii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iv) is not used to create any software which is substantially similar to the Software;

(f) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(g) to include our copyright notice, and any other applicable third party notice, on all entire and partial copies you make of the Software on any medium;

(h) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us, except if expressly authorised in the Order Form; and

(i) to comply with all applicable technology control or export laws and regulations; and

(j) not use the Software via any communications network or by means of remote access to the extent that such end reproduction or presentation would otherwise breach this Licence.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the Software in source code form and that any materials we provide for demonstration purposes alongside the Software or Documentation are not provided for you to use or retain other than for the strict purpose of demonstration or testing.

3.3 We acknowledge that you will own all intellectual property rights in the Licensee Applications, to the extent they do not include the Software or the Documentation, and any data input or data output arising independently from the operation of the Software shall remain your property, or that of your users where applicable and this agreement shall not operate to transfer ownership or control of any personal data whatsoever.

3.4 For the avoidance of doubt, neither party’s pre-existing rights regarding any intellectual property shall be affected by virtue of this Licence, except for the limited license grant expressly set out herein.

3.5 You acknowledge that this Licence does not convey any right to any third party software except to the extent it is embedded by us within the Software. To the extent that third party software is embedded within the Software or Documents that is provided to you on an “as-is” basis and may contain elements of open source software. To the extent that open source software (referred to as Free Libre Open Source Software) is included in the Software or Documents, we warrant that the applicable third party licence is compatible with the scope of use we have expressly authorised in the Order Form, and that no further commercial license is required. You acknowledge that your rights to third party software are subject to separate licensing by that third party, and that you must judge whether or not any change of use may breach any applicable third party licences.

4. LIMITED WARRANTY

4.1 We warrant that:

(a) the Software will, when properly used and on a system for which it was designed, perform substantially in accordance with the functions described in the Technical Specification; and

(b) that the Technical Specification correctly describes the operation of the Software in all material respects, for a period of 30 days from the date of your installation of the Software (Warranty Period).

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3 The warranty does not apply:

(a) if the defect or fault in the Software results from you having altered or modified the Software;

(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence; or

(c) if you are using an Evaluation Licence copy of the Software or Documentation. In such case, notwithstanding any other provision of this Licence to the contrary, the Software and Documentation is provided to you strictly on an “as-is” basis without any warranty whatsoever, to the exclusion of all laws, which may otherwise apply or be implied, to the fullest extent that such exclusion is legally permissible.

4.4 You have the option of purchasing bespoke support from us subject to separate agreement. If you do not wish to purchase support from us, then you are encouraged to consider insurance to cover the cost of the Software breaking down or for any loss you might suffer as a result of its unavailability. Where you have not purchased support from us as a separate service, we will use commercially reasonable endeavours to maintain and keep the Software up to date and functional, but we reserve the right to replace certain core functionality, or to end of life non-core functionality, where we consider that reasonable and to the extent that it forms part of our product roadmap which applies to all customers and not just to you. We reserve the right to modify our development objectives and roadmap at all times, and you acknowledge that any functionality or feature not presently forming the Software is not guaranteed to be included now or at any time in the future.

5. PAYMENT

5.1 The License Fee shall be due and payable within 30 days of the date of the applicable invoice, except as expressly set out in the Order Form, and in any even shall be due prior to the commencement of the applicable Licence. Unless and until the Licence Fee is paid, the Software and Documents shall be deemed to be supplied under an Evaluation License.

5.2 The Licence Fee is calculated in accordance with the relevant Metric information, as described in condition 2.1(a) above and as more particularly set out in the relevant Order Form.

5.3 True-up. In any event where you have exceeded the licensed use case as prescribed by the agreed Metric, the excessive element of your use shall be judged against the agreed Metric and the Licence Fee due for such excessive use shall be calculated on a pro-rata basis where possible based on the existing Licence Fee, and otherwise with regard to the method of calculation using the Metric(s) set out in the relevant Order Form. For the purposes of this condition, excessive use may arise from any usage exceeding an agreed Metric, including but not limited to using the Software or Documents for live/production purposes under an Evaluation Licence or in any way which is inconsistent with the Metrics and restrictions on use we have agreed with you. In performing any kind of True-Up as set out in this condition, any discount applied to our standard Rate Card will not be counted toward the cost of True-Up and we reserve the right to levy a charge to reflect the difference between the discounted Licence Fee and the charge that would have applied based on our standard undiscounted rates then in force and the applicable Metrics.

5.4 In relation to Evaluation Licences, the applicable Licence Fee, if not zero, represents the cost to us of setting up an evaluation copy of the Software and Documentation and is non-refundable once paid. Payment of a Licence Fee shall not by virtue of payment convert any Evaluation Licence into a full paid up Licence pursuant to the terms of this agreement.

6. LIMITATION OF LIABILITY

6.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Technical Specification meets your requirements.

6.2 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes, including but not limited to any instance where such re-sale would ordinarily be similar/the same as our provision of the Software or Documents to you.

6.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation;

(f) where any of the losses set out in condition 6.3(a) to condition 6.3 (e) are direct or indirect; or

(g) any special, indirect or consequential loss, damage, charges or expenses.

6.4 Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the amount of the Licence Fee you have paid to us over the course of the 12 months immediately preceding the events giving rise to the relevant claim. This maximum cap does not apply to condition 6.5.

6.5 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

6.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7. TERMINATION

7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 30 days after the service of written notice requiring you to do so, or this Licence may terminate immediately without notice upon the expiry of any period of use we specify is applicable to your Evaluation Licence for the Software or Documents.

7.2 On termination for any reason:

(a) all rights granted to you under this Licence shall cease;

(b) you must make payment of any outstanding charges or fees;

(c) you must immediately cease all activities authorised by this Licence; and

(d) you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7.3 Your obligation to delete Software or Documentation pursuant to condition 7.2(d) above shall apply to the fullest extent legally possible, taking into account and allowing for any strict legal duty you may have to retain information in an immutable and protected format for the duration of any hard mirror or other fixed retention cycles or periods. Where you are subject to legal obligations of the nature referred to in this condition, your obligation pursuant to condition 7.2(d) above shall instead apply from the date upon which you are no longer strictly legally required to retain relevant information. For the avoidance of any doubt you will have no right to make any internal or commercial use of the Software or Documentation during this retention period, but you will remain fully liable to us and your

obligations and duties under this Licence shall continue until you have complied with condition 7.2(d) in full.

8. EVENTS OUTSIDE OUR CONTROL

8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.

8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we will only process the personal information of business contacts for the purpose of administering this Licence and our services generally. You will not provide us with, nor shall we generally have any access to, any personal data relating to users of the Software or Documentation. The legal base’s upon which we process any personal data related to this Licence shall be performance of contract, enforcement of legal rights/claims and our legitimate interest in informing you of offers and announcements relating to the Software and Documentation. We will not disclose personal data to third parties for marketing purposes unless you expressly consent to this.

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this Licence to another organisation if we agree in writing, but this will not affect your rights or our obligations under this Licence.

10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10.6 This Licence, its subject matter and its formation (and any non- contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.