End User License Agreement (EULA)

SNOK™ Software License

Last updated October 2024

THE SECURE-NOK PRODUCTS END USER LICENSE AGREEMENT (THIS “AGREEMENT” OR “EULA”) GOVERNS THE DOWNLOAD, INSTALLATION, OR USE OF SECURE-NOK PRODUCT(S), INCLUDING ANY UPDATES, ENHANCEMENTS, OR MODIFICATIONS THERETO. THIS AGREEMENT COVERS SOFTWARE, SUBSCRIPTION SOFTWARE OR SERVICES, AND HARDWARE OR SOFTWARE-AS-A-SERVICE PRODUCTS PROVIDED BY SECURE-NOK. INSTALLING, ACTIVATING, OR USING THE PRODUCTS CONSTITUTES END USER’S ACCEPTANCE OF THE TERMS SET FORTH IN THIS AGREEMENT AS IT MAY BE AMENDED OR UPDATED, UNLESS OTHERWISE SPECIFICALLY AGREED UPON IN WRITING AND SIGNED BY BOTH PARTIES.

1. DEFINITIONS

(a) “Affiliate” means with respect to any person, any other person directly or indirectly controlling or controlled by, or under direct or indirect common control with such person, or one or more of the other Affiliates of that person (or combination thereof). For the purposes of this definition, a person shall control another person if the first person (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other person, or (ii) has the ability to elect a majority of the directors of such other person.

(b) “Agent” is a designation in these T&Cs which includes formally appointed agents, subcontractors, Affiliates and distributors of Secure-NOKTM AS.

(c) “Documentation” refers to Secure NOK’s the standard end-user manual for the Software including any documentation delivered in digital or on-line formats of the end-user manual.

(d) “Evaluation License” means a right to use the Software only for the purposes of evaluating and testing, excluding any commercial or production use and only for the term of the evaluation period, as specified in an Order, on the Software’s download website or other means or as controlled by the license key for the Software.

(e) “Licensed Capacity” is the amount of each Software licensed as established in the applicable Order.

(f) ”Order” is an agreed written or electronic document between Customer and the Agent that identifies the Software to be licensed and the applicable Licensed Capacity to be purchased and the fees to be paid. For example, an Agent-quote signed by Customer constitutes an Order.

(g) “Report” is any input or output from the Software that presents data in a formatted and organized manner and presentation. It includes but is not limited to user interface, output in either electronic or hardcopy format.

(h) “Specifications” refers to the Software technical specifications.

(i) “Software” refers to the intellectual property owned by Secure-NOK AS and incorporated and coded into their proprietary software product, SNOKTM. The Software license does not include source code.

‍

2. SCOPE

By using the Software, I, the Customer, hereby accept to be bound by and adhere to the following Secure-NOK standard terms and conditions for software license (hereinafter the “T&C”).

If the Customer licenses the Software as a distributor of Secure-NOK, subject to a separate distribution agreement, the special conditions set out in Section 5 shall apply and have precedence over the other provisions of these T&Cs to the extent there is any inconsistency or conflict between them.

3. LICENSE

(a) Grant of License and Use Restrictions.

In consideration for the full payment of the license fee, Customer is hereby granted and Customer hereby accepts, subject to the terms and conditions of these T&Cs, a non-exclusive, non-transferable, non-sublicensable right to use the Software solely on the Hardware and platform specified in the applicable Order, and at the physical facility specified in the applicable Order, up to the Licensed Capacity specified in the applicable Order and for the period specified in the applicable Order (the “License”). Other than the rights expressly licensed hereunder to Customer, no other rights or interest whatsoever in the Software are granted to Customer. Without limiting the foregoing, Customer shall not (i) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software; (ii) use or permit access to the Software through more than the licensed number of hardware components and/or hardware configuration other than those specified in the applicable Order. Unless otherwise

expressly stated in these T&Cs, Secure-NOK and Agent makes no and hereby disclaims any commitments, warranties or guarantees regarding performance, throughput or scalability of the Software on Customer’s hardware and/or platform. Software provided for an Evaluation License may only be used for testing purposes and may not be distributed.

(b) Copying Restrictions.

Customer may reproduce the Software only in those copies which are necessary for backup or archival purposes; provided, Customer agrees that all copies of the Software shall be owned exclusively by Secure-NOK, shall be considered Software subject to these T&Cs and shall include the same proprietary and copyright notices and legends as supplied by Secure-NOK.

(c) Proprietary Rights.

(i) Any and all intellectual property rights worldwide, in and to the Software, manuals, Documentation, and other support materials, including without limitation patents, copyright, trade secrets, know-how, confidential information, trademarks and logos pertaining thereto, are owned exclusively by Secure-NOK. Secure-NOK retains exclusive ownership of the Software and its copies, and any of the printed materials related thereto. Customer agrees that no title to the Software, or any intellectual property in any of the Software or any Software copy is transferred to Customer, and all rights not expressly granted to Customer hereunder are reserved by Secure-NOK and its Affiliates.

(ii) Customer shall not sell, publish, disclose, display reverse engineer or otherwise make available, in whole or in part, the Software or any modifications or enhancements thereof, or copies thereof, to others without Secure-NOK’s prior written consent.

(iii) Customer will limit access to the Software to only those of its employees and its hired consultants who need access to the Software in order to operate the Software or to use the product thereof for Customer’s internal business purposes only and for providing consulting services to Customer’s clients. Further, Customer will not use any information, in tangible or intangible form, which has been or may be disclosed to it or its employees by Secure-NOK and Agent in connection with these T&Cs for the purpose of creating or duplicating or attempting to create or duplicate the Software, except as expressly permitted in these T&Cs.

(iv) Customer agrees to secure and protect the Software in a manner consistent with the maintenance of Secure-NOK’s rights herein, including but not limited to taking appropriate action through instructions or agreements with its employees and consultants who have any access to the Software in order to satisfy Customer’s obligations hereunder.

(d) Confidential Information

(i) Protection of Confidential Information. Customer shall protect Secure-NOK’s Confidential Information, as designated as confidential by Secure-NOK, from unauthorized dissemination and use the same degree of care that Customer uses to protect its own information but in any event not less than a reasonable degree of care. Customer shall not disclose to third parties Secure-NOK’s Confidential Information without the prior written consent of Secure-NOK, or use Secure-NOK’s Confidential Information for purposes other than those necessary to directly further the purposes of these T&Cs. Each employee or agent of Customer, performing duties hereunder, shall be made aware of these T&Cs and shall execute a document that binds said employee or agent of Customer to the same level of confidentiality contained herein.

(ii) Permitted Disclosure. Notwithstanding any provision in these T&Cs to the contrary, Customer may disclose portions of the Confidential Information (a) to its lawyers and accountants who have a need to know such information and (b) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that Secure-NOK shall be given reasonable advance notice of such impending disclosure.

(iii) Disposition Upon Termination. Upon the termination of these T&Cs for any reason whatsoever, or upon Secure-NOK’s request, Customer shall return to Secure-NOK, or shall destroy, as Secure-NOK shall specify, all copies of all the Confidential Information in Customers possession. Within five (5) days thereafter, Customer shall provide Secure-NOK with a certificate, executed by Customer, confirming that all copies of all such Confidential Information have been returned to Secure-NOK or destroyed, as the case may be.

(e) Notice of Infringement.

In the event Customer has become aware that any person or entity (including, without limitation, employees of Customer) is taking or threaten to take any action that would violate any of the provisions of Section 3 herein, or Section 5 where applicable, then Customer shall promptly and fully advise Secure-NOK (with written confirmation as soon as practicable thereafter) of all facts known to Customer concerning such action or threatened action. Customer shall cooperate in all ways reasonably requested by Secure-NOK to prevent such action or threatened action including, without limitation, instituting or permitting to be instituted in Customer’s own name (but solely at the expense of Secure-NOK or its suppliers) legal action to prevent such action or threatened action, and shall otherwise do all things and cooperate in all ways as may be reasonably requested by Secure-NOK to protect Secure-NOK’s or its suppliers’ trade secrets and intellectual property rights in and to the Software.

(f) Evaluation License.

If the Software, or portions thereof, are identified or labeled as Trial or Evaluation, the following applies:

(i) Term: This Evaluation License shall automatically expire on the Evaluation End Date specified in the Order, or if none is indicated, sixty (60) days after the Order acceptance date (the “Term”). Customer shall have the right to evaluate and test the Software for the Term.

(ii) Termination and Return of Evaluation Units. Either party may terminate the Evaluation License with ten (10) business days’ prior written notice given to the other party. The Evaluation License will automatically terminate at the end of the Term or if Customer fails to comply with any of the terms of these T&Cs. Upon termination of the Evaluation License for any reason, including expiration of the Term, all rights and licenses granted under these T&Cs will terminate automatically, and the Customer agrees to: (i) discontinue all use of the Software; (ii) return the Software and hardware Units if any in their original packaging at its own cost together with any Confidential Information and; and (iii) provide Secure-NOK with certification that all copies of the Software, whether partial or complete, have been returned to Secure-NOK and/or deleted from Customer’s storage media. Termination under this Section shall not relieve Customer of its obligations regarding confidentiality under Section 3.(c) and 3.(d). Sections 3.(b), 3.(c), 3.(d), 3.(e), 3(h), 4.(a), 4.(b), 4.(c), 4.(d), and 4.(e) shall survive termination of the Evaluation License, however arising.

(iii) Derivative works. Customer hereby grants to Secure-NOK a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use data derived from analysis of the Customer content in aggregated or de-identified form for the purposes of providing and improving Secure-NOK’s products and services.

(iv) Feedback. If Customer provides any feedback, comments, and suggestions to Secure-NOK regarding the Software during the Evaluation Period (“Feedback”), such Feedback shall expressly exclude any and all Customer Confidential Information contained therein. Notwithstanding the foregoing, Customer shall have no obligation to provide Feedback to Secure-NOK, and for the avoidance of doubt, Customer is providing the Feedback “as is” without warranty of any kind. Secure-NOK’s use of the Feedback shall be at Secure-NOK’s sole and exclusive risk, and Customer will have no liability whatsoever in connection with the Feedback.

(g) All inputs or Reports or outputs of the Software are advisory. Secure-NOK is not responsible in any way (1) for how the Customer uses the inputs or reports or outputs of the Software or (2) for how the Customer uses the inputs or reports or outputs to make decisions.

(h) Third-Party Components.

Secure-NOK may include various third-party components in or with the Software (collectively, “Third-Party Components”), each of which is owned by a third-party and is subject to its own applicable license terms and conditions. A current list of Third-Party Components used by Licensor can be found in the document: “SNOK Open Source Software Components.pdf” All Third-Party Components are provided on an “as-is” basis, and Secure-NOK makes no express or implied warranties of any kind with respect thereto and assumes no liability for any damages regarding the use or operation of any such Third-Party Components, irrespective of Section 1(a)1(a)(i).

‍

4. TERMS AND CONDITIONS

(a) Limited Warranty and Limitation of Liability.

(i) Scope of Warranty and Disclaimers. Secure-NOK warrants only that for a period of ninety (90) days from delivery of the Software that the Software substantially conforms to published Documentation and source files, and shall be free from material defects in workmanship. Secure-NOK’s sole responsibility (and Customer’s exclusive remedy) for breach of this warranty shall be to repair or replace, at Secure-NOK’s option, any part of the Software which does not so conform; provided, however, that Customer notifies Secure-NOK of the defect in writing during the warranty period.

(ii) Exclusive Warranty. EXCEPT FOR THE ABOVE MENTIONED LIMITED WARRANTIES, SECURE-NOK MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Secure-NOK provides no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Software made by anyone other than Secure-NOK, unless Secure-NOK approves such modification in writing; or (ii) use of the Software in combination with any operating system not authorized in the Documentation or Specifications or with hardware or software specifically forbidden by the Documentation or Specifications. SECURE-NOK FURTHER SPECIFIES THAT THE PURPOSE OF THE SOFTWARE IS TO PROVIDE CUSTOMER WITH ADVICE (I.E., OUTPUT OF THE SOFTWARE OR REPORTS PRODUCED BY SOFTWARE) ON POSSIBLE ACTIONS BY THE CUSTOMER. CUSTOMER HAVE SOLE DISCRETION WHETHER TO ACCEPT OR REJECT ADVICE. SECURE-NOK MAKES NO WARRANTIES FOR ANY ADVICE GENERATED BY SECURE-NOK’S SOFTWARE.

(iii) No Liability for Data and Use. CUSTOMER ACKNOWLEDGES THAT USE OF THE SOFTWARE AND DATA RESULTING THEREFROM BY CUSTOMER IS AT CUSTOMER’S SOLE RISK, AND DEPENDS SOLELY ON CUSTOMER’S JUDGMENT, INTERPRETATION AND CONSIDERATION, AND THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE

IN CONNECTION WITH ITS USE OF THE SOFTWARE AND DATA. SECURE-NOK FURTHER SPECIFIES THAT THE PURPOSE OF THE SOFTWARE IS TO PROVIDE CUSTOMER WITH ADVICE (I.E., OUTPUT OF THE SOFTWARE OR REPORTS PRODUCED BY SOFTWARE) ON POSSIBLE ACTIONS BY THE CUSTOMER. CUSTOMER HAVE SOLE DISCRETION WHETHER TO ACCEPT OR REJECT ADVICE. SECURE-NOK MAKES NO WARRANTIES FOR ANY ADVICE GENERATED BY SECURE-NOK’S SOFTWARE.

(iv) Liability Limitations. WITHOUT LIMITING THE FOREGOING, SECURE-NOK, ITS AFFILIATES OR REPRESENTATIVES OR AGENTS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE T&CS FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF SECURE-NOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SECURE-NOK’S SOLE LIABILITY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT OR WARRANTY SHALL NOT EXCEED ANY AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE PRODUCT IN QUESTION. IN NO EVENT WILL SECURE-NOK, ITS AFFILIATES, AGENTS OR REPRESENTATIVES BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CUSTOMER.

(b) Indemnity.

(i) Customer will indemnify, defend, and hold Secure-NOK harmless against any Claim resulting from Customer’s use of the Software. Customer’s obligations include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense, payment of judgments, or both.

(ii) Secure-NOK will defend or settle any claim, lawsuit or proceeding against the Customer based on a claim that the Customer’s use of the Software (excluding Third-Party Components as set out in Section 3(h)) infringes any copyrights, trademarks or patents of a third party, and indemnify the Customer against any amounts awarded against the Customer as a result of the claim, lawsuit or proceeding. Secure-NOK’s obligations includes, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense, payment of judgments and damages awarded by a court of final jurisdiction. Secure-NOK shall have right to assume the exclusive defense and control of any infringement claim, and Customer shall cooperate with Secure-NOK in the defense or settlement of such claims. No settlement may be entered into by Customer concerning an infringement claim related to the Software without the express written consent of Secure-NOK. Secure-NOK’s obligation to defend and indemnify the Customer does not apply for claims, lawsuits or proceedings which are due to (i) the Customer’s use of the Software or Documentation in violation of these T&Cs; (ii) a modification of the Software made by anyone other than Secure-NOK; (iii) the Customer’s use of an outdated and infringing version of the Software after release of a non-infringing version by Secure-NOK; or (iv) the Customer’s use or combination of the Software with any technology, software or hardware not authorized by Secure-NOK.

(c) Termination.

(i) Effect of Termination. Within thirty (30) days after the termination of the License granted hereunder, Customer shall return to Secure-NOK and cease all use of the Software and all copies thereof, or as modified or, upon request by Secure-NOK, destroy the Software and all copies, and certify in writing that they have been destroyed. Customer shall de-register the license as per Secure-NOK’s instructions, and to Secure-NOK’s satisfaction. Termination under this Section shall not relieve Customer of its obligations regarding confidentiality under Section 3.(c) and 3.(d). Sections 3.(b), 3.(c), 3.(d), 3.(e), 3(h), 4.(a), 4.(b), 4.(c), 4.(d), and 4.(e) (and 51(b) and 51(c) where applicable) shall survive termination of the License, however arising.

(d) Export.

Customer hereby represents and warrants that it is the ultimate end-user of the licensed Software and is not obtaining the right to use the licensed Software on behalf of any persons (including governments and entities) that have not been previously approved by Secure-NOK. Customer agrees that it will not transfer, directly or indirectly, the licensed Software to any other persons (including governments and entities) without Secure-NOK’s prior written consent. In connection with the licensed Software, Customer further agrees that it will comply with all applicable export controls and economic sanctions administered by the appropriate agency of the applicable government. If Customer is located in a country that requires registration of software licenses with government authorities, Customer shall be responsible for registration and meeting all requirements of such registration.

(e) General Provisions.

(i) Assignment. Customer may not assign, in whole or in part, any rights to use the Software or any other right of Customer or any obligation of Customer under these T&Cs, including by operation of law or otherwise to any person or entity, including any parent, subsidiary or other Affiliate of Customer, or as part of or as a consequence of the sale of any portion of its business or any merger, consolidation or reorganization, without Secure-NOK’s express prior written consent. Any such attempted or purported assignment shall be deemed a material breach of these T&Cs and, without derogating from any of Secure-NOK’s other rights pursuant to these T&Cs and/or applicable law, Secure-NOK shall have the right to immediately terminate any and all

licenses and other rights granted to Customer, without penalty or damages. Secure-NOK may assign its right and obligations under these T&Cs without the consent of Customer.

(ii) Complete Agreement. Customer acknowledges that it has read and understands these T&Cs and agrees to be bound by its terms and conditions. Customer further agree that these T&Cs, including exhibits and schedules hereto, is the complete and exclusive statement of the agreement between the parties relating to the Software, which supersedes additional terms and conditions submitted by Customer.

(iii) Notices. All notices required or permitted under these T&Cs shall be in writing and shall be deemed delivered when delivered in person, transmitted by facsimile or deposited in the mail service, postage prepaid, registered or certified mail, return receipt requested. Such notices should be addressed to Secure-NOK or to Customer at their place of business.

(iv) Governing Law and Jurisdiction. These T&Cs shall be construed and governed by the laws of Norway, regardless of any conflict of law principles. Disputes shall be brought before Oslo District Court as agreed legal venue.

(v) Statute of Limitations. No action, regardless of form, arising out of these T&Cs may be brought by Customer more than one (1) year after the cause of action has arisen.

(vi) Waiver. The waiver or failure of Secure-NOK to exercise any right provided for in these T&Cs shall not be deemed a waiver of any further right hereunder.

(vii) Severability. If any provisions of these T&Cs are invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way.

(viii) Headings. The headings contained in these T&Cs are intended for convenience or reference only and shall not control or affect the meaning or construction of any provisions of these T&Cs.

(ix) Independent Contractors. Nothing herein shall be deemed to establish a partnership, employment, joint venture or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

‍

5. SPECIAL DISTRIBUTION TERMS

(a) Grant of license and use restrictions
Section 3(a) above shall be replaced with the following wording:

The Customer, acting as a distributor of the Software, is hereby granted and Customer hereby accepts, subject to the terms and conditions of these T&Cs, a non-exclusive, non-transferable right to use the Software as specified in the applicable distribution agreement. The license grant includes the right to promote, market and sell the Software in the agreed territory, including integrating the Software as part of the Customer’s own product offerings and distributing the Software to end users. The Customer shall ensure that any end users agree to and comply with the terms of this EULA. Other than the rights expressly licensed hereunder to Customer, no other rights or interest whatsoever in the Software are granted to Customer. Without limiting the foregoing, Customer shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software. Unless otherwise expressly stated in these T&Cs, Secure-NOK makes no and hereby disclaims any commitments, warranties or guarantees regarding performance, throughput or scalability of the Software on Customer’s hardware and/or platform.

(b) Proprietary Rights.
Section 3(c)(ii) above shall be replaced with the following wording:

Except for the purposes of distributing the Software in accordance with the applicable distribution agreement, the Customer shall not sell, publish, disclose, display reverse engineer or otherwise make available, in whole or in part, the Software or any modifications or enhancements thereof, or copies thereof, to others without Secure-NOK’s prior written consent.

Section 3(c)(iii) above shall be replaced with the following wording:

The Customer will not use any information, in tangible or intangible form, which has been or may be disclosed to it or its employees by Secure-NOK and Agent in connection with these T&Cs for the purpose of creating or duplicating or attempting to create or duplicate the Software, except as expressly permitted in these T&Cs.

(c) Export
Section 4(d) above shall be replaced with the following wording:

In connection with the licensed Software and distribution of the Software, Customer agrees that it will comply with all applicable export controls and economic sanctions administered by the appropriate agency of the applicable government. If Customer, or an end-customer is located in a country that requires registration of software licenses

with government authorities, Customer shall be responsible for registration and meeting all requirements of such registration.

(d) General provisions
Section 4(e)(ii) above shall be replaced with the following wording:

Complete Agreement. Customer acknowledges that it has read and understands these T&Cs and agrees to be bound by its terms and conditions. Customer further agree that these T&Cs, including exhibits and schedules hereto and the distribution agreement entered between Secure-NOK and Customer where applicable, is the complete and exclusive statement of the agreement between the parties relating to the Software, which supersedes additional terms and conditions submitted by Customer.