End User License Agreement

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE ACCESSING OR USING MISSIONWARE’S SOFTWARE, SERVICES OR PRODUCTS, LICENSEE IS BECOMING A PARTY TO THIS AGREEMENT AND LICENSEE IS CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW. NOTE: This License Agreement forms a legally binding contract between you and Missionware in relation to your use of the Cognibase.

1. DEFINITIONS

“Missionware” or “We” means Missionware PC having its principal place of business at address Egnatia 154, PC 54636, Thessaloniki, Greece. "Software" means Missionware’s Cognibase core framework (Client and Server) and any Cognibase component and service developed by Missionware provided as part of Cognibase suite of components or as a service through Cognibase or Missionware websites, including also any associated Documentation. To the extent that Customer is entitled to receive Upgrade Protection under this Agreement, then the term Software shall include all bug fixes, patches, New Versions and New Releases provided in connection thereto. Except as otherwise specified herein, the term Software does not include Third-Party Software. “Authorized Users” means employees or contractors of Customer who are authorized to use the Cognibase Software, Products or Services, solely for Customer’s internal business purposes, subject to applicable Usage Parameters and otherwise in compliance with this Agreement. “Documentation” means the operating instructions, user manuals, product specifications, “read-me” files, and other documentation that Missionware makes available to Customer in hard copy or electronic form for the Software, and any modified, updated, or enhanced versions of such documentation. “Intellectual Property Rights” means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author’s rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of EU or of any other state, country or jurisdiction. “Subscription” means a subscription purchased by Customer to access and use the Missionware Software and receive Support during the applicable Subscription Level. “Subscription Fees” has the meaning given to such term in the corresponding section. “Subscription Level” means the subscription level terms for Customer’s access and use of the Missionware Software. “License” means the types of Licenses which are granted by Missionware regarding Customer’s choice.

2. MISSIONWARE SOFTWARE

2.1. License Grant

The Product is provided to the Customer on a ‘Per Project’ basis. As a holder of a License, you may not use the License for more than one project. At the time of License issue it is bound to one project, and you may not use the License for projects, to which the License was not initially bound. Subject to Customer’s compliance with the terms and conditions of this Agreement, including payment of all applicable fees, Missionware hereby grants to Customer a non-sublicensable, non-exclusive, non-transferable, limited license, solely in accordance to the Subscription Level terms.

2.2. Trial Version

Notwithstanding Section 2.1, if Customer has obtained any Missionware Software on a trial basis (the “Trial Version”), Customer understands and agrees that the license set forth in Section 2.1 is granted by Missionware to Customer for the Trial Version solely for the trial period for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by Missionware in the Trial Version. Customer acknowledges and agrees that if Customer has not purchased a Subscription prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. In addition to the restrictions set forth in Section 2.3, the Customer shall not attempt to circumvent, dismantle or otherwise interfere with any time-control disabling functionality in the Trial Version that causes the Trial Version to cease functioning upon the expiration of the Trial Period. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).

2.3. Restrictions

Except as expressly set forth in this Agreement, Customer will not (and will not allow any third party to): (i) decompile, disassemble, decompile, reverse engineer, or otherwise attempt to derive the structure of the Missionware Software; (ii) distribute, license, sublicense, assign, transfer, provide, lease, lend, rent, disclose, use for time sharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Missionware Software (except as expressly and specifically authorized in writing by Missionware), (iii) use or access the Missionware Software in order to build a similar or competitive product or service or disclose to any third party any benchmarking or comparative study involving any Missionware Software, (iv) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Missionware or its suppliers on or within the Missionware Software or Documentation; (vi) violate any applicable laws or regulations, or the rights of any third party in connection with the use or access of the Missionware Software. Missionware reserves all rights and licenses not expressly granted to Customer in Section 2.1 and no implied license is granted by Missionware. CUSTOMER ACKNOWLEDGES THAT THE MISSIONWARE SOFTWARE MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE SUBSCRIPTION LEVEL TERMS AND/OR CUSTOMER’S USE INCONSISTENT WITH THIS AGREEMENT.

2.4. Delivery and Acceptance

Following the execution of this Agreement, Missionware shall enable Customer to download, access or use over the internet, as applicable, the Missionware Software ordered by Customer. The Missionware Software (and any future software updates or upgrades that Missionware may make available to Customer from time-to-time and which are included in the defined term “Licenses” as applicable) will be deemed accepted upon making the Missionware Software (or the relevant update or upgrade) available to Customer.

2.5. Licenses

During the applicable Subscription Level terms, regarding Customer’s choice, different type of Licenses are offered by Missionware. The using parameters and conditions are defined in the Cognibase website.

2.6. Proprietary Rights

Missionware or its licensors retain all right, title and interest in and to the Missionware Software and related Documentation and materials (and any and all copies thereof) including, without limitation, any and all Intellectual Property Rights thereto. Title to the Missionware Software shall not pass from Missionware to Customer, and the Missionware Software and all copies thereof shall at all times remain the sole and exclusive property of Missionware.

2.7. Feedback

To the extent Customer or any Authorized Users provides any suggestions and feedback to Missionware regarding the functioning, features, and other characteristics of the Missionware Software, Documentation, or other materials or services provided or made available by Missionware (“Feedback”), Customer hereby grants Missionware a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of Customer’s intellectual property rights, for Missionware to use and exploit in any manner and for any purpose.

2.8. Support

During the applicable Subscription Level (subject to Customer’s payment of applicable Licence or Service Fees), Missionware will use commercially reasonable efforts to provide Customer remote technical and operational support and maintenance services during Missionware’s official business hours for Customer’s use of the Missionware Software (“Support”) in accordance with Missionware’s then-current Support terms and conditions through the described channels. Missionware will try to respond to technical issues as soon as possible. Based on the Subscription Level Missionware may commit to a service-level agreement (SLA) response time. Unless a special agreement is made with the Customer, Missionware’s main channels of support are described on the Subscription Level terms. Any type of support is provided only for Missionware Software components. No support is given for the 3rd party applications and other peripheral libraries used by Cognibase products or used by your own solutions. The support is only available for the solutions built with and upon Missionware Software. The support may not be available for your custom-created or modified solution structures and architectures. For your custom solution architecture or other business-related requirements, you can request paid consultancy from Missionware.

3. FEES AND PAYMENT

3.1. Subscription Fees

The subscription fees payable by Customer for the Missionware Software license and services, and the applicable Subscription Level terms are defined in Cognibase website regarding types of Licenses (“Subscription Fees”). The Subscription Fees shall be paid in advance on an annual or monthly basis. At any time during the Subscription, the Customer may change the Subscription Level. The Customer shall pay the difference of the Subscription Fees in case of increase or otherwise any payment will be considered pre-payment for the remainder of Customer’s then-current Subscription Term.

3.2. Services

The fees payable by Customer for Support are included in the Subscription Fees. The level of Support provided to Customer will be determined by the specific Missionware Software product licensed to Customer.

3.3. Payment Terms

All payments shall be made in the acceptable currencies described in the Cognibase website unless otherwise agreed with Missionware. The Customer will pay all taxes, shipping, duties, withholdings, backup withholding and the like; when Missionware has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by Customer directly to Missionware. If all or any part of any payment owed to Missionware under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions such payment shall be increased by the amount necessary to result in a net payment to Missionware of the amounts otherwise payable under this Agreement.

3.4. Changes to Fees

Missionware may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for Customer until the start of the next Subscription checkpoint (end of 12 months for annual or end of month for monthly payments). Missionware will provide written notice to Customer of any changes to the fees that affect the Missionware Software licensed and Support purchased by Customer.

4. TERM AND TERMINATION

4.1. Term

Subject to termination as outlined in the Agreement, the term of this Agreement will commence on the Effective Date and will continue for as long as the Missionware Software or Support is being provided to the Customer under this Agreement. The Missionware Software Subscription and the corresponding license renewals are automatically done. It means, Missionware will automatically charge from your credit card or your bank account to renew a license.

4.2. Termination

Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of the date on which the breaching party receives written notice of such breach from the non-breaching party.

4.3. Effect of Termination

Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement in respect of the Missionware Software shall immediately terminate and Customer and its Authorized Users shall cease use of the Missionware Software; (ii) Missionware’ s obligations to perform Support shall immediately terminate; (iii) Customer shall pay to Missionware the full amount of any outstanding fees due hereunder; and (iv) within ten (10) calendar days of such termination, each party shall destroy or return all Confidential Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MISSIONWARE SOFTWARE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR AT MISSIONWARE’S CONTROL) WILL RENDER THE MISSIONWARE SOFTWARE (AND RELATED DATA) UNUSABLE UPON TERMINATION OR CUSTOMER’S BREACH OF THIS AGREEMENT.

5. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE (AND ANY THIRD-PARTY SOFTWARE AND DERIVATIVE WORKS) AND ALL SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE TOTAL LIABILITY OF MISSIONWARE IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) TEN (10) US DOLLARS OR (B) THE AGGREGATE AMOUNT PAID OR PAYABLE BY PRODUCT HOLDER OR USER DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT, FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE CUSTOMERS HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. INDEMNIFICATION

7.1. Indemnification by Missionware

Missionware shall hold Customer harmless from liability to third parties resulting from infringement by the Missionware Software the copyright or misappropriation of any trade secret of any third party, provided Missionware is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Missionware will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to (i) the Missionware Software or portions or components thereof (a) not created by Missionware, (b) that are modified after delivery by Missionware, (c) combined with other products, processes or materials where the alleged infringement relates to such combination, (d) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (e) where Customer’s use of such Missionware Software is not strictly in accordance herewith, or (f) a Trial Version. In the event of a claim or if Missionware believes a claim is likely, Missionware may modify the Missionware Software, obtain a license for Customer or if the foregoing is not accomplished, terminate this Agreement.

7.2. Indemnification by Customer

Customer will indemnify Missionware from all damages, costs, settlements, attorneys' fees and expenses related to (i) any claim of infringement or misappropriation excluded from Missionware’ s indemnity obligation by the preceding sentence, or (ii) any other claim in connection with the unauthorized use or distribution thereof.

8. CONFIDENTIALITY

“CONFIDENTIAL INFORMATION” means any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, the Missionware Software and any non-public technical and business information. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. Customer and Missionware will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.

9. PUBLICITY

Each party agrees that it will not use the name of the other party or its affiliates in any publicity or advertising (other than to refer to the other as a customer, as applicable) and will not publicize or disclose to any third party the terms of this Agreement without the prior written consent of the other party. Without limiting the foregoing, Customer agrees to permit NSB to publish Customer’s name and logo on NSB’s website and state that it is a licensee of the Software, and the parties agree to use reasonable efforts to issue one or more mutually agreed press releases disclosing the relationship entered into hereby.

10. DATA PRIVACY

By accepting this Agreement, the User acknowledges that Hydraulic may process personal data in accordance with Hydraulic Privacy Policy.

11. EMBEDDED REPORTING

Customer acknowledges that Missionware Software may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of Missionware Software and/or the systems on which they are installed, as well as the operator and operating environment (including features used and problems and issues that arise in connection therewith) and provide reports to Missionware. Missionware uses such information to improve the Missionware Software and for license verification.

12. MISCELLANEOUS

Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to a third party without the written consent of Missionware, except that Customer may, without such consent, assign or transfer this Agreement, in whole, pursuant to a transfer of all or substantially all of Customer’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment or transfer of this Agreement by Customer in contravention of the foregoing shall be null and void. Missionware may freely assign or transfer this Agreement hereunder without Customer’s consent. The provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of EU without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. This is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney’s fees and costs in connection with such action.

13. NON-SOLICITON and NON-HIRE

User agrees and covenants that, during term of this Agreement and for a period of 2 years after the termination of this Agreement, User shall not directly or indirectly (i) solicit, induce, recruit, attempt to hire, hire or agree to hire or otherwise encourage or entice or attempt to influence any employee, officer, director, executive of Missionware PC who is employed or otherwise engaged by Missionware PC or has been employed or otherwise engaged by Missionware PC or any of its affiliates to leave the employ of Missionware PC or its affiliates, or in any way interfere with the relationship between Missionware PC or its affiliates and any employee thereof, provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Missionware PC or (ii) with respect to any employee who has been terminated by Missionware PC prior to (or has voluntarily left his or her employment more than six months prior to) such solicitation. User, further agrees that, to the extent that the user breaches the covenant described in this paragraph, Missionware PC shall be entitled to pursue all appropriate remedies in law or equity.