MEGABIT SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement” or “SLA”) is a legal agreement

between

A. User of the Software and / or License (as the terms are described in this Agreement
herein below), (hereinafter referred to as “You or Your” as the context may
require so)

AND

B. Megabit d.o.o., a company incorporated under the laws of the Commercial

Courts, Croatia, having its registered office address at Hrvojeva 11, 21204
Dugopolje (“Licensor”)

(You and the Licensor shall collectively be referred to as the “Parties”)

The Parties are entering into this Agreement for the source code, libraries, online or
electronic documentation, and other materials provided to You in the applicable
download, and any upgrades, modified versions, bug fixes, additions, and
improvements thereof that Licensor may make available during the Term of the
Agreement to You (hereinafter collectively referred to as the “Software”).

The term “Software” shall deem all user interface component library made on top of a
web framework called Blazor, and CSS frameworks like Bootstrap, Tailwind,
AntDesign, Bulma or Material (hereinafter collectively referred to as the “Blazorise”)

All references to the term “You” shall hereinafter also deem to include the entity on
whose behalf You are using the Software, and all individual developers/users of the
Software on behalf of such entity.

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING

THE SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND
AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE IF YOU DO NOT AGREE
WITH THE AGREEMENT, YOU SHALL NOT USE THE SOFTWARE.

Now therefore, in consideration of the covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties
agree as follows:

A. INTERPRETATION

i. The licensing shall be for the following versions of the Software:

a. The Community Plan/ Non-Business License of Software – this is limited

to certain subjects as defined in this section and shall be entirely free-for-
use under limitations specified in this Agreement. This plan may only be
used if You fall under the category of community Plan and Non-Business
use defined below.

b. The Community Plan/Non-Business License means any use of the

 Megabit software libraries by:

- an individual (and not a business entity) solely for their personal,

private, and non- commercial purposes; or
- an individual, non-profit organization or business entity solely
for the purposes of understanding the nature, limits, and
potential uses of the Software, and
- Freelancer and other private users. Regarding freelancers, it is
important to clarify that they are permitted to use the software
freely for their individual professional purposes as individuals
operating under sole proprietorship. However, when clients or
employers of freelancers require access to the software, the clients
or employers, being the rightful owners of the contracted
software, may need to obtain proper licenses for their employees'
usage.

c. If you wish to use the Community Plan/License of the Software, you may
download and access the source and/or binaries at no charge or payment
under the APACHE License (the “APACHE”);

d. Blazorise is designed to offer equal functionality and eligibility across

diverse application types. The classification of the application, be it
private, internal, or public, does not impact the software's availability or
features under the Community Plan/Non-Business License.
e. All corporations, non-profit organizations, governmental entities, and any
other commercial entities, regardless of their scale or nature, are obligated
to procure a commercial license for the Software. The acquisition of a
commercial license grants the authorized right to utilize the Software for
commercial purposes/ Business use in accordance with the terms and
conditions stated in this Agreement.
f. For the purposes of this Agreement, the term License shall deem to include
one of the aforementioned versions of the Software License and shall be
interpreted throughout this Agreement accordingly.

1. LIMITED LICENSE

a. Subject to Your complete and ongoing compliance with all the terms and
conditions set forth in this Agreement, including without limitation all
license limitations and restrictions set forth herein, the Licensor hereby
grants You the following limited, non-exclusive, non- transferable, non-
sublicensable, revocable license to use, and (where applicable) authorize
Your employees and other personnel to use, the unmodified Software solely
for internal purposes (the “License”).

b. All current users of the Software License may continue using software in a
Non-commercial manner, unless they are a Companies or commercial/
Business Users as defined under this Agreement, in which case, such entity
shall be required to purchase commercial version of the License.
 c. If current user is legal entity such as IT company or similar legal entity that
is solely developing and/or (re)selling software of any kind, it is required to
purchase commercial version of Megabit Software License under the terms
of this Software license agreement.

d. Notwithstanding anything contained in this Agreement, the Software and

its License shall be free for use if you are individual or non-commercial user
as defined in this Agreement.

2. LICENSE KEY

a. In order to assist the Licensee in maintaining compliance with the terms outlined
in this agreement, the Software may require the installation of a license key and
the generation of a product token. The process is as follows:
i. The Licensor will provide the Licensee with a valid license key upon
purchase.
ii. The Licensee needs to register their account on our website using the
provided license key. This registration will generate a product token
specific to the Licensee's account.
iii. The Licensee must insert the generated product token into their
application to remove any license warnings issued by the Software.
This step ensures that the Licensee's utilization of the Software is
consistent with the provisions of this agreement.
b. It is important to note that possession of a valid license key and the corresponding
product token is required to utilize the Software without license warnings. The
license key alone does not confer the right to use the Software, and the product
token serves as an additional verification mechanism.

3. RESTRICTIONS

a. You acknowledge that the License does not include any right to: (i)
redistribute (except as necessary to make a client available to your non-
developer end users under clause 1(a) or ISV customers under clause 1(b) of
this Agreement, sell, lease, license, or modify any portion of the Software;
(ii) reproduce, distribute, publicly display, or publicly perform any part of
the Software; (iii) modify the source code of any portion of the Software
(other than modifications made in a non-production environment for usage
in a non-commercial manner); or (iv) remove, obscure, interfere with or
circumvent any feature of the Software, including without limitation any
copyright or other intellectual property notices, security, or access control
mechanism.

b. You may only use the Software in connection with the number of clients and
issuers for which you have previously paid.

c. You may not use the Software for any purpose other than deploying it on
one or more servers in a manner for which the Software is expressly
designed.

d. You may not sell, license, distribute, copy, modify, publicly perform or
display, transmit, publish, edit, adapt, create derivative works from, or make
 any use of the Software except as expressly authorized in this Agreement.

e. If You are prohibited under applicable law as well as Croatian obligation

Act (Croatian public Gazette no. 35/05, 41/08, 125/11, 78/15, 29/18,
hereinafter: Croatian obligation Act ) and Croatian Copyright Act (Croatian
public Gazette no. 167/03, 79/07, 80/11, 125/11, 141/13, 127/14, 62/17,
96/18, hereinafter: Croatian Copyright Act) from using the Software, You
may not use it, and You will comply with all applicable laws and regulations
(including without limitation laws and regulations related to export controls)
in connection with your use of the Software.

4. SUPPORT

a. The Licensor will only be under an obligation to provide general support for
the current major version of the unmodified Software (or the prior major
version of the Software for one year after the release of the then-current
major version of the Software) as follows:

i. A request for support related to a material, reproducible vulnerability or

other defect in the Software may be made by You via our issue tracker:
https://blazorise.com/support (“Request”); and

ii. Licensor shall use best efforts to resolve all reasonable Requests, but
makes no guarantee that all Requests can be finally resolved. You shall
not hold the Licensor liable for the same.

b. Licensor shall not be under any obligation to provide support for:

i. instances of the Software deployed on unsupported platforms as

specified in the documentation accompanying the Software;

ii. Requests not resulting from the ordinary use of the Software; or

iii. Requests resulting from the use of third-party products.

c. Licensor shall not be under obligation to provide You with any individual or
customized support services under this Agreement.

d. In the event the Parties wish so, they may enter into a support contract which
may be purchased separately by You from the Licensor for individual or
customized support services with varying higher service levels than those
provided herein.

5. EXPORT CONTROLS.

You hereby represent and warrant that the Software will not be shipped,
transferred or exported into any country or used in any manner prohibited by the
Croatia Export Administration Act or any other export laws, restrictions or
regulations (collectively referred to as the “Export Laws”). In addition, if the
Software is identified as export controlled items under the Export Laws, You
represent and warrant that You are not a citizen, or otherwise located within, an
 embargoed nation (including Megabit d.o.o. – Rev. 4/2021 Page 4 of 6 without
limitation Cuba, Iran, North Korea, Sudan, or Syria) and that You are not
otherwise prohibited under the Export Laws from receiving the Software. Any use
in violation of the foregoing limitations and restrictions is strictly prohibited, and
unlicensed. You shall further hold the Licensor harmless for all damages occurred
as a result of breach of this clause.

6. RESERVATION OF RIGHTS.

You hereby agree that the Software and all the components therein, are fully owned
by Licensor. The Licensor has only licensed the Software to You and under no
circumstances the same has been sold to You. You hereby agree and acknowledge
that the Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. Except for the
limited rights of use granted herein, all right, title and interest to the Software,
including all proprietary and intellectual property rights therein such as patent,
copyright, and trademark rights in and to the Software, the accompanying printed
materials, and any copies of the Software are owned by Licensor.

7. CONFIDENTIALITY.

By accepting this Agreement, you explicitly acknowledge and agree that the
Software is deemed as confidential and proprietary information belonging to the
Licensor. You are strictly prohibited from disclosing the Software to any third
party, or utilizing it for any purpose other than the explicit provisions specified in
this Agreement, both during its term and thereafter, without obtaining a separate
written agreement from the Licensor granting you the necessary authorization.

However, the Parties mutually agree that the aforementioned restriction does not
impede your ability to commercially offer any Client that may include the
unmodified Software.

8. FEEDBACK.

If You provide the Licensor with any comments, bug reports, feedback,
enhancements, or modifications proposed or suggested by You for the Software
(“Feedback”), such Feedback is provided on a non-confidential basis
(notwithstanding any notice to the contrary You may include in any accompanying
communication), and Licensor shall have the right to use such Feedback at its
discretion, including, but not limited to the incorporation of such suggested changes
into future releases of the Software. You hereby grant Licensor a perpetual,
irrevocable, transferable, sublicensable, nonexclusive license under all rights
necessary to incorporate and use Your Feedback for any purpose, including to
make and sell any products and services.

9. TERM AND TERMINATION.

a. This Agreement shall remain in effect for 12 months (or such other time
frame specified in your invoice or license key issued to you by Licensor) from
the date You paid the License fee for the Software as applicable under this
Agreement, whichever the case maybe.
 b. However, Licensor may terminate this Agreement upon 30 days’ advance
written notice providing You the opportunity to cure, for any actual or
suspected misuse or abuse by You of the Software or any material violation
of this Agreement.

c. You may also choose to terminate this Agreement for any reason by ceasing
all use of the Software.

d. Following any termination of this Agreement, You shall not be entitled to

and not be provided any refund, in whole or in part, and You must
immediately cease use of the Software, remove any instances of the Software
from all clients, and be able to show evidence of such cessation to Licensor
upon request immediately.

e. The terms of this Agreement that expressly are to, or by implication ought
to, survive, will survive this Agreement.

f. Notwithstanding the foregoing, should Licensor completely cease to do

business (excluding transactions in connection with a sale of all or
substantially all of Licensor’s assets or stock, or in connection with a merger
or other corporate reorganization), the term of this Agreement shall be
perpetual only in relation to such clients that are deployed by You prior to
the date of such cessation of business and without the need for any further
payments.

g. On the expiration or termination of this Agreement the License granted

under this Agreement shall terminate with immediate effect unless Parties
consensually agree to the contrary, or unless You purchase the License again
before the termination date according to this Agreement.

10. PRICES AND PLANS

a. The prices regarding the payment fee of the Software of the Agreement, shall
be accessible and visible on the public site of Blazorise under section “Prices”
of the Licensor’s public web site. The same shall be incorporated herein by
reference and shall form an integral part of this Agreement.

b. Prices of the Software are divided according the plans of which are at present
(at the time of execution of this Agreement) 3 (three) main plans, as follows:

i. Community plan – which is used solely in non-commercial manner;

ii. Professional plan; and
iii. Enterprise plan, both used for commercial manner;

c. All plans include detailed explanation of features, options and comparisons

between each plan, and are available among the price and VAT tax if
applicable on the public website of Blazorise.

d. The plans and prices specified above are subject to change and such changes
shall be incorporated herein by reference.
11. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

The Software and any support are provided on an “as is and where is” basis,
without warranty of any kind. To the maximum extent permitted by applicable law,
Licensor disclaims all warranties and conditions, express, implied, statutory or
otherwise, including but not limited to implied warranties or conditions of fitness
for a particular purpose, merchantability, title, quality, results, and non-
infringement. Under no circumstances shall Licensor be liable for any
consequential, special, indirect, incidental or punitive damages whatsoever arising
out of the use or inability to use the Software, even if Licensor has been advised of
the possibility of such damages, and notwithstanding any failure of essential
purpose of any limited remedy. In no event will Licensor’s aggregate liability for
damages arising out of this Agreement or the terms exceed the amount paid by You
for the Software. Some jurisdictions do not allow limitations on implied warranties
or the exclusion or limitation of liability for consequential or incidental damages,
so the above limitations may not apply to You. In such an event, the above
limitations and exclusions will be enforced to the maximum extent permitted under
applicable law.

12. INDEMNITY

You agree to hold harmless and indemnify the Licensor and its affiliates, officers,
directors, suppliers, licensors, and other customers from and against any and all
liability and costs (including reasonable attorneys’ fees) incurred by such Parties in
connection with or arising out of Your, or Your client’s use or misuse of the
Software in any manner whatsoever.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and interpreted in accordance with the laws
of Croatia. You hereby consent to submit to jurisdiction and venue exclusively in
the Commercial court of Split, Croatia.

14. GENERAL PROVISIONS

a. You shall be entirely responsible for the payment of all taxes, duties, levies,
and other charges including, but not limited to sales, use, gross receipts,
excise, VAT, ad valorem and any other taxes, any withholdings or
deductions, import and custom taxes, any duties, or any other charges
imposed by any taxing authority (excluding Megabit d.o.o. – Rev. 4/2021
Page 6 of 6 any taxes based on the Licensor’s income) with respect to the fees
payable to Licensor in connection with this Agreement.

b. This Agreement, including all attachments hereto, constitutes the entire

agreement of the Parties with respect to the subject matter herein. This
Agreement supersedes in its entirety any and all other agreements or
negotiations, oral or written between the Parties.

c. If any provision of this Agreement or the application of any such provision

to any person or circumstance is held invalid, illegal or unenforceable in any
 respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision hereof.

d. You agree that in the event of a breach or threatened breach of this

Agreement, Licensor may suffer irreparable harm and will be entitled to
specific performance, and preliminary and/or permanent injunctive relief to
enforce this Agreement without the need to post bond and that such relief
shall be in addition to, and not in lieu of, any monetary damages or other
relief a court of competent jurisdiction, whether the law may award.

e. This Agreement shall supersede any provisions of the Uniform Commercial

Code as adopted or made applicable to the Software in any competent
jurisdiction. In absence of any situation that has been not regulated by this
Agreement or by the consent of the parties of this Agreement in accordance
with clause 13(b) of this Agreement, it shall be regulated by Croatian
obligation Act and Croatian Copyright Act.