End User License Agreement
IMPORTANT, READ CAREFULLY:
THE PIXTEL SOFTWARE PRODUCT, TOGETHER WITH ITS DOCUMENTATION, TO WHICH THIS EULA(DEFINED BELOW) IS APPLIED, AND/OR IN WHICH THIS EULA IS EMBEDDED, IS PROTECTED BYCOPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS AND INTERNATIONAL TREATIES.
UNAUTHORIZED REPRODUCTION, DISPLAY, MODIFICATION, DISTRIBUTION AND USE OF THISSOFTWARE OR THE DOCUMENTATION, OR ANY PORTION OF THEM, MAY CONSTITUTE ANINFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS AND RESULT IN CIVIL
AND CRIMINAL LIABILITY.
THE TERMS OF THIS EULA SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU(DEFINED BELOW) AND VANTIF LLC (DEFINED BELOW).
THIS EULA SETS OUT THE TERMS AND CONDITIONS UPON WHICH VANTIF LLC ('Vantif') IS WILLINGTO LICENSE THE SOFTWARE (DEFINED BELOW) TO YOU, REGARDLESS OF WHETHER SUCH LICENSE ISPROVIDED TO YOU BY VANTIF LLC DIRECTLY OR BY AN AUTHORIZED DISTRIBUTOR (DEFINEDBELOW).
BY PLACING AN ORDER OR ENTERING INTO AN AGREEMENT INCORPORATING THIS EULA OR BY
CLICKING THE "I ACCEPT" BUTTON YOU:
1. ACCEPT AND AGREE TO THE TERMS OF THE EULA;
2. ACKNOWLEDGE THAT YOU HAVE READ THIS EULA,
3. ACKNOWLEDGE THAT THIS EULA CONTAINS IMPORTANT OBLIGATIONS AND APPLICABLE
LIMITATIONS AND RESTRICTIONS ON USE OF THE SOFTWARE; AND
4. AFFIRM THAT YOU ARE AN AUTHORIZED USER OF THIS SOFTWARE AND THAT YOURINSTALLATION OF THE SOFTWARE IS LEGAL AND PERMITTED UNDER THIS EULA.
IF YOU DO NOT AGREE WITH THESE CONDITIONS, YOU MAY NOT SETUP, INSTALL, DEPLOY OR
OTHERWISE USE THE SOFTWARE.
1 Definitions
1.1 In this EULA the following words and expressions shall have meanings hereby assigned to themunless the context expressly requires otherwise:“Affiliate” means another entity controlled by or under common control with You. For the purposesof this definition, "control" shall exist through a right to nominate or dismiss 50% or more of themembers of the board of directors of an entity, or persons performing equivalent functions, whether
through ownership of shares entitling to 50% or more of the number of votes represented at a
general meeting of such entity, or otherwise, for so long as such control subsists and whether
directly or indirectly.
“Application” means any programmed component or executable that interacts with the Software
using the Software's Interface or API, as defined under Clause 14.2 below.
“Authorized Affiliate” means an Affiliate that is authorized to use the Software within the License
Parameters and is located within the Territory.

“Authorized Distributor” shall mean an affiliated company of Vantif LLC, an authorized reseller ofVantif LLC, or a third party partner awarded by Vantif LLC, such as an integrator or a hardware
provider.
“Content” means a set of images captured or procured with relevant meta-data for distribution withthe product.
“Localizations” means a set of translations that will enable the product to show labels, messages
and the content in a respective localized format.
“Confidential Information” means the Software, Documentation and any information and material
in whatever form concerning operation, personnel and business dealings of either Vantif LLC or You
that either is marked as confidential or that should reasonably be understood to be confidential by
its nature or circumstances in which the information or material is disclosed.
“Partner Program” means Vantif LLC’s program for the development of Applications for third
parties, in which You or an Authorized Affiliate may enroll subject to a separate agreement.
“Documentation” means user and other documentation concerning the Software, whether inprinted, online and/or electronic form.
“Equipment” means such hardware of You or an Authorized Affiliate or a Professional Consultant
that fulfills the minimum configuration requirements set forth in the Documentation.
“Error” means a defect or fault in the Software which prevents the Software from operating
substantially in accordance with the Documentation.
“EULA” means this End-User License Agreement for Software.
“License” means the license to Software granted to You in accordance with this EULA.
“License Fees” mean the amounts specified in the Order Form and payable by You in considerationof the grant of License.
“License Key” means a technical solution that is required to enable the User to access the Software.
“License Parameters” means the number of concurrent Users, License Type, Territory and License
Term, defined in Clause 4.4 or Clause 4.5, as applicable, unless otherwise set forth in the Order
Form.
“License Term” means the term of the license as defined in 4.4 or Clause 4.5, as applicable.
“License Type” means the type of the License, as further defined in Clause 4.3.
“Main Release” means a major version of the Software that is made generally commerciallyavailable by Vantif LLC from time to time, has been assigned by Vantif LLC a version number
indicating a new major release and may require You to obtain a new set of License Keys.
“Maintenance Services” means the maintenance and support services for the Software referred toin Clause 5.2.
“Maintenance Term” means the term defined in Clause 5.3.
“Order Form” means such order form or contract by which You acquire the License and/or services
related to the Software and that has been confirmed by Vantif LLC, or where applicable, by an
Authorized Distributor.

“Party” means either You or the Vantif LLC, as applicable.
“Professional Consultant” means any third-party consulting company that provides services
including, without limitation, installation, setup, or training services to You or its Authorized Affiliate
using the Software.
“Software” means Vantif LLC’s PIXTEL software product(s) in object code form as specified in theOrder Form, including any Sub-releases and Main Releases that may be issued to You as part ofpossible subscription services.
“Sub-release” means updates and/or service releases to the Software issued by Vantif LLC, which
may incorporate corrections of errors, or provide functional and performance improvements but
does in no circumstances mean the Main Release.
“Subscription Period” means the term of validity of a subscription-based License specified in theOrder Form, where applicable, and as further set forth in Clause 4.5.
“Territory” means the country where Your purchase order for the Software was originated, unlessotherwise set forth in the Order Form.
“Vantif” means Vantif Limited Liability Company, a California limited liability company and its
affiliated companies, as applicable.
“User” means an individual employed by You or an Authorized Affiliate or a Professional Consultant,
as applicable, who has been assigned a valid License Key in order to use the Software on the
Equipment. For the purposes of this definition, “employees” shall be deemed to include selfemployed contractors using the Software on behalf of You pursuant to an agreement with You or an
Authorized Affiliate or a Professional Consultant.
“You” means the party acquiring the License, being you as an individual or the business
entity/organization you represent, as specified in the Order Form, or any permitted assignee or
successor in title.
2 Order Forms and Software Delivery
2.1 You acquire your License and any services related to the Software under a separate Order Form,
which may be between You and Vantif LLC or between You and an Authorized Distributor. Such
Order Form shall govern the commercial relationship between the contracting parties in relation to
the agreed delivery of the License (which shall be subject to this EULA) and to the agreed delivery of
related services. The Order Form sets out the License Parameters and may include additional
restrictions on your License. Any restriction of such kind shall apply to Your use of the Software, in
addition to those included in this EULA.
2.2 The Software is accessible either (i) by downloading the Software from an electronic site
provided by Vantif LLC or (ii) by installing the Software from the media delivered to You by Vantif LLC
or by an Authorized Distributor.
2.3 You shall conduct sufficient testing of the quality of the results and operation of the Software
using the Your test data prior to commencing operational use of the Software.
3 Payment
3.1 You will remit payment, to the extent applicable, for the License to Vantif LLC – or directly to
Vantif LLC’s Authorized Distributor if You have procured Your License through such party – on terms

and conditions agreed to in the relevant Order Form. The agreed License Fee shall be paid prior to
deployment of the Software. Any License Key delivered to You upon a grant of License shall be of
temporary nature until receipt by Vantif LLC or by Authorized Distributor of the full License
Subscription Fee.
3.2 You will remit payment for services to Vantif LLC – or directly to Vantif LLC’s AuthorizedDistributor if You have procured delivery, installation, support, maintenance, training, consultancy
and/or other services from such party – on terms and conditions agreed to in the relevant Order
Form.
4 Intellectual Property Rights and License Grant
4.1 Ownership of any intellectual property rights in (i) the Software; (ii) the Documentation; (iii) any
works derived from the Software or the Documentation; and (iv) any other literary works or otherworks of authorship created by Vantif LLC, their personnel, employees, subcontractors or
consultants, shall vest or remain vested in Vantif LLC or their third party licensors, as applicable, andno such rights shall pass to You.
4.2 Subject to timely payment of the applicable License Fees and subject to the applicable License
Parameters, Vantif LLC hereby grants You a non-exclusive, non-assignable, non-transferable (except
to the extent as may be permitted by the License Parameters) and non-sublicensable License, todownload, install and use, display and run the Software on Equipment that fulfills the minimum
configuration requirements set forth in the Documentation. Each License acquired by You shallpermit one concurrent User of the Software.
4.3 The License Type for Your License to the Software, the Subscription Period, and the commercial
terms of Your purchase are specified in the Order Form. The Order Form may also specify additionalterms and conditions applicable to Your License to the Software. If the License Type is not specified
in the Order Form, the License Type shall be Personal License.
4.4 The License Types specified in this Clause 4.4 are so-called seat licenses, which mean that eachuser using the Software should have a separate license key and the total number of users shall not
exceed the number of licenses purchased by You. Except to the extent otherwise set forth on theOrder Form, the License Parameters for each of the License Types shall be as set out below
1. Personal Licenseo

Use of Software: only for personal purposes of You and Your Authorized Affiliates, asapplicable. Each user can install on a maximum of two different personal Equipmentusing the same license key. Licenses are validated with Vantif central license server
upon installation.

oLicense Term: until the expiry of the Subscription Period.

oUsers: You, and/or Your employees, and/or the employees of Your Authorized
Affiliates, as applicable

2. Business Licenseo

Use of Software: worldwide for commercial purposes of You and Your Authorized
Affiliates, as applicable. Each user can install on a maximum of two different
personal Equipment using the same license key. Licenses are validated with Vantif
central license server upon installation.

oLicense Term: until the expiry of the Subscription Period.

oUsers: You, and/or Your employees, and/or the employees of Your Authorized
Affiliates and Professional Consultants (except in case of usage-based licenses), as
applicable.

3. Educational or Learning License
1.
Use of Software: for your educational purposes only in the Territory. Use for commercial
purposes is explicitly excluded. Each user can install on a maximum of two different personal
Equipment using the same license key.
2.

License Term: until the expiry of the Subscription Period.

3.

Users: You and/or Your enrolled students, as applicable.
4. Evaluation License0.
Use of Software: only for purposes of technical or commercial evaluation or demonstration
by You and only in the Territory. Use for commercial purposes is explicitly excluded.
1.

License Term: thirty (15) calendar days or as specified in the Order Form.

2.

Users: You and/or Your employees, as applicable.
5. Partner License (subject to special terms and conditions in Clause 14 below)

0.
Use of Software: only for purposes of preparing demos for You and only in the Territory. Usefor other commercial purposes is explicitly excluded.
1.

License Term: until the expiry of the Subscription Period.

2.

Users: You, and/or Your employees, and/or the employees of Your Affiliates, as applicable.

4.5 The Subscription Period of a subscription-based License is either a fixed-term or “recurring”,
each as specified in the Order Form. A fixed Subscription Period shall expire on the specified dateand should not be less than a year. Unless otherwise specified in the Order Form, the initial
Subscription Period of a “recurring” subscription shall expire at the end of the year from the date ofpurchase. The Subscription Period shall thereafter automatically renew for subsequent periods of ayear, subject to Your payment of Vantif LLC’s then-current License Fees and subject to Your
acceptance of possible updates to this EULA. Your payment of the License Fees and renewal of the
Subscription Period – following Vantif LLC’s notice of changes to the EULA – shall be deemed toconstitute Your acceptance of such changes. If You do not accept the updated EULA, Your
subscription-based “recurring” License may be terminated as set out under Clause 4.7 below. Either
Party may terminate Your subscription-based “recurring” License for convenience by giving the otherParty written notice of termination at least thirty (30) days prior to the expiration of the thencurrent Subscription Period. This EULA may also be terminated in accordance with Clause 12.
4.6 Subject to payment of applicable maintenance fees, You are entitled to purchase additional seat
Licenses. You acknowledge and agree that Vantif LLC monitors the usage of the Software by You andYour Authorized Affiliates for reporting and invoicing purposes. You acknowledge and agree that
Vantif LLC may share the usage reports with its Authorized Distributors and that the usage reports
shall constitute conclusive and binding evidence of Your use of the Software. Configuration ofLicenses by You that is not in accordance with instructions provided with the Software, or that isotherwise erroneous or not appropriate for Your use, shall not relieve You from payment of License
Fees in accordance with the usage reports.
4.7 This EULA supersedes all prior license agreements between You and Vantif LLC pertaining tocurrent or prior versions of the Software and any terms or conditions in any such prior agreement,
currently in force and effect, which are inconsistent with the terms or conditions of this EULA are
hereby specifically agreed to be modified and conformed to this EULA. Vantif LLC reserves the rightto update and change this EULA, which shall apply in its amended form upon acceptance by You orfrom the beginning of the following Subscription Period. Vantif LLC may also launch a Main Release
under an updated EULA. If You do not accept the amended EULA, as notified by Vantif LLC, You may
not access such a Main Release, and either Party may terminate Your subscription-based “recurring”
License to end at the expiration of the then-current Subscription Period by giving the other Party
written notice thereof.
4.8 The Software contains valuable trade secrets and confidential information of Vantif LLC and/or
its licensors, and You shall not, and You shall ensure that Your Authorized Affiliates and Professional
Consultants and any person to whom You have granted access to the Software do not: (i) disclose
any part of the Software to any third party, or (ii) allow any third party to use the Software, or (iii)allow any copies of the Software to leave Your or Your Authorized Affiliate's or Professional
Consultant’s possession or control, except to the extent expressly permitted by this EULA.
4.9 You or, subject to the License Parameters, an Authorized Affiliate shall be entitled to make areasonable number of backup copies of the Software for backup purposes only. You shall be entitled
to copy Documentation to the extent reasonably required for the purposes of licensed use of the
Software. Any such copy of the Software or the Documentation shall in all respects be subject to thisEULA.
4.10 You shall ensure that any copy of the Software made pursuant to Clause 4.9 includes original
markings of Vantif LLC's ownership of intellectual property rights (including copyright notices andthe like) and statements that the Software contains information confidential to Vantif LLC. You shallcomply with any directions of Vantif LLC concerning the form and content of such markings andnotices.
4.11 You shall not, and You shall ensure that Your Authorized Affiliates and Professional Consultants
do not:a) copy the whole or any part of the Software, save to the extent permitted by Clause 4.9;b) modify, enhance or merge the whole or any part of the Software with any other software or
documentation;c) assign, transfer (except to Authorized Affiliates or Professional Consultants where permitted byapplicable License Parameters), distribute, sell, lease, rent, sub-license, charge or otherwise deal inor encumber the Software, nor make the Software available to any third party, nor use the Software
to provide software-as-a-service, service bureau or similar services to any third party;d) adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the
Software, or to access the source code of the Software;e) enable use of the Software by duplication through virtualization or comparable technology in amanner that would exceed the number of licenses purchased by You;f) use the Software to develop other software;g) use, whether alone or in combination with any other mark, nor register or attempt to register,whether directly or indirectly, any trademarks, trade names, logotypes or other symbols of Vantif
LLC or PIXTEL, or any confusingly similar marks, names or symbols, nor any Internet domain names

containing any such trademarks, trade names or symbols. Any Internet domain names containing
the above that have been registered or reserved by You or any Authorized Affiliate of You prior toentering into the Order Form shall be transferred to Vantif LLC upon request, and You agree to do
any acts as may be necessary to effect such transfer;h) remove any of the intellectual property markings in the Software or its outputs, nor try to remove
or bypass any of the intellectual property protection mechanisms in the Software or its outputs.
4.12 Risk in the Software media and License Keys, if any, shall pass to You on delivery. In the eventthat the Software media, or any Equipment on which the Software is installed, is lost or stolen, Youshall notify Vantif LLC thereof without undue delay. Your or any Authorized Affiliate’s or Professional
Consultant’s License to use the Software, whether by way of backup copies or otherwise, shall besuspended until delivery of a replacement License Key, if any, in respect thereof. Vantif LLC shall beentitled to charge You for the delivery of a new License Key in accordance with its price list.
4.13 When disposing of Equipment in any manner whatsoever, You shall uninstall and remove andensure that any Authorized Affiliates or Professional Consultants uninstall and remove the Softwarefrom such equipment prior to disposal, and take all other steps necessary to prevent the Software or
any part thereof from coming into the possession of any third parties. A failure to do so shall bedeemed to constitute a breach of this EULA.
4.14 You shall promptly notify Vantif LLC if You become aware of (i) any breach of confidentiality
obligations regarding the Software, or (ii) any infringement (whether actual or alleged) of Vantif
LLC's intellectual property rights in the Software, or (iii) any unauthorized use of the Software by any
person, and provide reasonable assistance to Vantif LLC in connection with any suit or proceeding
relating to such events.
5 Maintenance Services and Other Services
5.1 Subject to an Order Form and payment of applicable fees, You may obtain subscription services,training services or other services from Vantif LLC or from an Authorized Distributor of Vantif LLC.
Separate terms and conditions govern the provision of such services.
5.2 Subject to payment of applicable subscription fees per each License of the Software by You,
Vantif LLC will provide Maintenance Services during the Subscription Term in respect of each Main
Release subject to such Main Release being made generally commercially available for purchase.
Maintenance Services shall include Sub-releases and Main Releases as well as helpdesk services andother electronic services as may be provided to You at Vantif LLC’s discretion during theMaintenance Term. For the avoidance of doubt, Sub-releases (if any) will be provided by Vantif LLC
only in respect of the two latest Main Releases available from time to time.
5.3 Unless otherwise specified in the Order Form, the Maintenance Term shall coincide with asubscription License Term. There are no additional charges for maintenance.
5.4 Purchase of other services, such as delivery, installation, training or consultancy, during the
License Term, shall be separately agreed upon. Information on such services, their content, andavailability, as well as the applicable terms and conditions, are provided by Vantif LLC and its
Authorized Distributors.
6 Open Source Software
6.1 The Software may contain or be provided with components subject to the terms and conditionsof ‘open source’ software licenses (“Open Source Software”). To the extent applicable, Vantif LLC

will, upon Your written request, identify such Open Source Software included in the Software. To theextent required by the license that accompanies the Open Source Software, the terms of suchlicense will apply in lieu of the terms of this EULA with respect to such Open Source Software,
including, without limitation, any provisions governing access to the source code, modification orreverse engineering.
7 Intellectual Property Infringement
7.1 In the event that Your use of the Software in accordance with this EULA infringes or is alleged toinfringe a third party's intellectual property rights, Vantif LLC may, at its sole option and expense,
either (a) procure for You the right to continue using the Software; (b) replace the infringing
Software or part thereof with functionally equivalent software; or (c) terminate this EULA and theLicense, and refund to You the license fee or balance thereof relating to the whole or the infringing
part of the Software. This Clause 7.1 sets forth Vantif LLC’s sole liability and Your sole and exclusive
remedy in respect of any actual or alleged infringement of third party intellectual property rights
arising out of any use of the Software.
8 Audit Rights
8.1 Vantif LLC and its Authorized Distributors may at any time conduct, or appoint an external
auditor to audit Your compliance with the terms of this EULA (“Audit”). Vantif LLC shall provide noless than five (5) days’ advance notice of such Audit, except where the Audit is conducted
electronically in accordance with Clause 8.3 below.
8.2 In connection with the Audit, You shall grant Vantif LLC, its Authorized Distributor or an
appointed external auditor reasonable assistance and cooperation and such access to premises,systems, and materials as necessary to determine Your and the Authorized Affiliates’ andProfessional Consultants’ compliance with this EULA.
8.3 Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing theaudit functionality of the Software, designed to enable Vantif LLC to automatically monitor that theuse of the Software complies with the terms of the License, and to detect and notify Vantif LLC of
installations and use of unlicensed or otherwise infringing copies of the Software. You expressly
agree and consent to such monitoring and reporting to Vantif LLC.
8.4 If the Audit results determine that You or an Authorized Affiliate or a Professional Consultant, asapplicable, are not in compliance with the terms of the License, You shall immediately remedy suchnon-compliance, whether through purchase and payment for additional Licenses, or otherwise, and,without prejudice to any rights or remedies that may be available to the Vantif LLC, compensate
Vantif LLC for reasonable costs of the Audit.
8.5 You shall keep, and require that any Authorized Affiliates and Professional Consultants keep,
accurate accounts, documents, and records in sufficient detail to enable Vantif LLC to effectively
exercise its rights under this Clause 8.
9 Training and Use Requirements
9.1 You shall ensure that the Users of the Software are adequately trained in such use. Provision oftraining by Vantif LLC, if any, shall be separately agreed.
9.2 You shall (a) ensure that the persons operating or supervising the operation of the Software are
adequately qualified for their tasks.

10 Limited Warranty and Warranty Disclaimer
10.1 Vantif LLC warrants that the media on which the Software is provided is free from defects inmaterials and workmanship under normal use for a period of thirty (30) days from the date ofdelivery. Vantif LLC shall, at its option, replace or remedy any defective media on which the Software
is provided free of charge, provided that You shall notify Vantif LLC of such defect in writing during
the thirty (30) day period.
10.2 Vantif LLC warrants that the Software will operate in substantial conformity with its applicable
Documentation for a period of ninety (90) days from delivery (“Warranty Period”). Your sole andexclusive remedy and the solely liability of Vantif LLC and its suppliers for any breach of thiswarranty shall be, at Vantif LLC’s option and expense, for Vantif LLC to repair the Error (by providing
You with instructions to bypass the Error or a maintenance release), to replace the Software, or
terminate the applicable License and refund the License Fees paid for relevant Software. The
aforesaid limited warranty is provided to You on the condition that You notify Vantif LLC in writing of
the Error during the Warranty Period and upon request provide Vantif LLC with proof of purchase or
product registration from an authorized source. The foregoing limited warranty shall not apply to,and Vantif LLC shall not be liable for any Errors caused by or resulting from (i) Equipment, (ii) noncompliance with use requirements set forth in the Documentation or other incorrect use of the
Software, (iii) any modification of Software by You or any third party, and (iv) any other acts oromission by You or a third party. Additionally, the foregoing limited warranty shall not apply to any
License provided on a no-charge or evaluation basis.
10.3 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN CLAUSE 10.2, THE SOFTWARE IS PROVIDED“AS IS”. NEITHER VANTIF LLC NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES IN RELATION TO
THE SOFTWARE OR THE DOCUMENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE,
ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE,OR TRADE PRACTICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF
STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIODPERMITTED BY LAW. IN PARTICULAR, VANTIF LLC DOES NOT WARRANT THAT THE SOFTWARE WILL:(A) BE SUITABLE FOR THE USE INTENDED BY YOU; (B) OPERATE IN AN UNINTERRUPTED OR ERRORFREE MANNER, OR THAT VANTIF LLC OR ANY THIRD PARTY WILL CORRECT ANY ERRORS, OR RESOLVEANY SUPPORT REQUESTS RELATING TO THE SOFTWARE; (C) INTERACT WITH SOFTWARE PRODUCTS
OTHER THAN THOSE SPECIFIED IN THE DOCUMENTATION, OR (D) OPERATE WITH HARDWARE OR
HARDWARE CONFIGURATIONS OTHER THAN MEETING THE MINIMUM REQUIREMENTS SET FORTH
IN THE DOCUMENTATION.
11 Limitation of Liability
11.1 NEITHER VANTIF LLC NOR ITS SUPPLIERS SHALL BE LIABLE FOR LOSS OF REVENUE, LOSS OF
PROFIT, LOSS OF PRODUCTION, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOSS OF USE, LOSTOR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, OR ANY INDIRECT, SPECIAL,INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR
OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHERVANTIF LLC NOR ITS SUPPLIERS SHALL BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROMNUCLEAR, SPACE OR AVIATION ACTIVITIES. FURTHERMORE, VANTIF LLC SHALL NOT BE LIABLE FORDAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH APPLICATIONS DEVELOPED BYYOU OR YOUR AUTHORIZED AFFILIATES OR PROFESSIONAL CONSULTANTS.
11.2 MAXIMUM MONETARY LIABILITY OF VANTIF LLC UNDER THIS EULA SHALL BE LIMITED TO, AND
SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE AGGREGATE AMOUNT OF THE LICENSE
FEES ACTUALLY PAID BY YOU TO VANTIF LLC FOR THE RELEVANT SOFTWARE UNDER THE ORDER
FORM FOR THE REMAINING PERIOD.
11.3 THIS CLAUSE 11 SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS EULA FOR ANY REASON.
12 Term and Termination
12.1 Your License under this EULA becomes effective upon Your acceptance of this EULA and Your
payment of the License Fees. This EULA and the License granted hereunder shall remain in force
until the expiry of the License Term unless terminated earlier in accordance with this Clause 12.
12.2 Unless otherwise specified in the relevant Order Form, the Initial License Term and Subscription
Period of “recurring” subscription-based Licenses, such as usage-based Licenses or Partner Licenses
as well as any agreed Maintenance Services, shall expire at the end of the ongoing calendar year,
after which the Subscription Period shall automatically renew for subsequent periods of a year at
Vantif LLC’s then-current prices unless either Party gives the other Party written notice oftermination at least thirty (30) days prior to expiration of the then-current Subscription Period orunless the EULA is terminated in accordance with this Clause 12.
12.3 Either Party may terminate with immediate effect this EULA and the License granted hereunderif:a) the other Party is in material breach of any of its obligations and fails to remedy the same within
thirty (30) days of written notice requiring such remedy; orb) if the other Party (i) goes into liquidation, or (ii) any proceeding is instituted seeking to adjudicate
the other Party as bankrupt or insolvent, or (iii) has a receiver appointed in respect of any of its
assets, or, (iv) in case the other Party is a partnership, if any of the partners in the partnership is
adjudicated bankrupt or executes an assignment for the benefit of his/its or their creditors orotherwise compounded with his/its or their creditors, or (v) becomes subject to any similar act orprocess in any other jurisdiction, or (vi) becomes generally unable to pay its debts as and when theyfall due.
12.4 Unauthorized use of the Software in breach of this EULA shall always be deemed to constitute amaterial breach and shall entitle Vantif LLC to terminate this EULA and the License granted
hereunder with immediate effect.
12.5 There shall be no refund of any deposit or fees by Vantif LLC to You and/or Your Authorized
Affiliates upon or as a result of the termination of the Agreement, except as set out under Clause
7.1.
12.6 Termination of this EULA shall be without prejudice to a Party's accrued rights or otherremedies available to a Party. Following termination of this EULA, You shall forthwith return toVantif LLC the Software and all copies thereof, or delete the same and certify such deletion to Vantif
LLC in writing.
12.7 Termination of this EULA shall not affect the validity of any provision of this EULA that expressly
or by implication is intended to continue in force after such termination.

13 General
13.1 Each Party undertakes to the other Party to keep confidential all Confidential Information that it
has obtained or received as a result of entering into this EULA, and not to disclose such Confidential
Information except on a strictly need-to-know basis to its employees, agents and subcontractors andthose of Authorized Affiliates and Professional Consultants. The foregoing obligation shall not apply
in respect of Confidential Information that is:a) already in the possession of a Party other than as a result of a breach of this Clause 13.1, orb) in the public domain other than as a result of a breach of this Clause 13.1.
13.2 Notwithstanding the foregoing, either Party shall be entitled to disclose Confidential
Information, where such disclosure is required pursuant to law, decree or order issued bycompetent authorities, or juridical order provided that such Party shall (i) only disclose such portionof the Confidential Information that is so required, (ii) inform the recipient of the Confidential
Information that the information released is confidential and, where applicable, use its reasonableendeavors to ensure that the information is kept confidential by such recipient, and (iii) promptly
notify the other Party of such release of Confidential Information, specifying the information
disclosed, the recipient of the information, and the circumstances giving rise to the duty to discloseit.
13.3 Each Party undertakes to take all such steps as shall from time to time be necessary to ensurecompliance with the provisions of Clause 13.1 by its employees, agents and subcontractors, and incase of You, also those of Your Affiliates or Professional Consultants.
13.4 Vantif LLC may use the services of subcontractors and permit them to exercise the rights
granted to Vantif LLC in order to provide the Software or related services, provided that Vantif LLC
remains responsible for compliance of any such subcontractor with the terms of this EULA.
13.5 The Software, the Documentation, or parts thereof may be subject to embargo and export
control restrictions. You shall comply with all applicable embargo and export control laws andregulations and in particular those of the United States and European Union, in force from time totime. Without limiting the foregoing, (i) You represent and warrant that You are not listed on any
U.S. government list of prohibited or restricted parties or located in (or a national of) a country thatis subject to a U.S. government embargo or that has been designated by the U.S. government as a“terrorist supporting” country, and (ii) You shall not (and shall not permit any of its users to) accessor use the Software in violation of any U.S. export embargo, prohibition or restriction.
13.6 Vantif LLC’s privacy policy is published at https://www.PIXTEL.com/privacy-policy andincorporated herein by this reference. You expressly agree and consent to such processing of
personal data by Vantif LLC.
13.7 This EULA is interpreted, construed and governed exclusively in accordance with the laws ofFinland, without reference to its choice of law rules. Application of the United Nations Convention
on Contracts for the International Sale of Goods is excluded. Any dispute, controversy or claim
arising out of or relating to this EULA, or the breach, termination or validity thereof, shall be finallysettled at Vantif LLC’s discretion (i) by competent public courts at Your domicile; or (ii) by arbitrationin accordance with the Arbitration Rules of the California Chamber of Commerce. The number ofarbitrators in an arbitration procedure shall be one. The seat of arbitration shall be Santa ClaraCounty, California, USA. The language of the arbitration shall be English. The award shall be final andbinding on the Parties and the Parties agree that the arbitration procedure and all thereto relatedmaterial and information shall be treated as Confidential Information in accordance with this Clause13. This Clause shall not preclude a Party from obtaining interim injunctive relief on an immediatebasis from a court of competent jurisdiction where such relief is necessary to protect that Party’s
interests in pending completion of the legal proceedings. Furthermore, Vantif LLC may choose toclaim for any undisputed, due and outstanding receivables at the district court of Santa Clara,
California, USA.
13.8 If any provision of this EULA shall be found by any court or administrative body of competentjurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shallnot affect any other provisions of this EULA and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The Parties hereby agree to attempt tosubstitute any invalid or unenforceable provision referred to above with a valid or enforceable
provision which achieves the greatest extent possible the economic, legal and commercial objectivesof the invalid or unenforceable provision. If the Parties are unable to agree upon substituteprovision(s) referred to above, and the invalid or unenforceable provision(s) deprive(s) either Party
from a substantial benefit originally envisaged by it, the affected Party has the right to terminate this
EULA in writing with immediate effect.
13.9 Without prejudice to Your right to allow Your Authorized Affiliates or a Professional Consultants
to use the Software within the applicable License Parameters, this EULA or any of Your rights andobligations hereunder are not capable of assignment, transfer, license or sub-license.
13.10 Neither party shall be liable to the other for any delay or failure to perform any obligation
under this EULA (except for a failure to pay fees) if the delay or failure is due to unforeseen events
which occur after the entry into force of this EULA and which are beyond the reasonable control ofsuch party, such as a strike, blockade, war, act of terrorism, insurrection, riot, fire, explosion, natural
disaster, failure or diminishment of power or telecommunications or data networks or services,denial-of-service attack, embargo or refusal of a license by a government agency (an “event of force
majeure”). In an event of force majeure, the other party shall be notified without delay of its
occurrence and estimated duration. If the performance of the EULA is delayed by more than three(3) months as a result of an event of force majeure, a party may terminate the EULA by notifying theother party in writing thereof.
13.11 The waiver by either Party of a breach or default of any of the provisions of this EULA shall not
be construed as a waiver of any subsequent breach or default in respect of such provisions, nor shallany delay or omission on the part of either Party to exercise or avail itself of any right, power or
privilege that it has or may have hereunder operate as a waiver of any breach or default by the otherParty.
13.12 Any notice, request, instruction or other documents to be given hereunder shall be deliveredor sent by pre-paid post, by fax, or other electronic means to the address of the receiving Party, andany such notice or other document shall be deemed to have been served, if delivered by courier, atthe time of delivery, or, if sent by mail, two (2) days after dispatch. Any notice or other document
sent by fax transmission or other electronic means is deemed delivered upon receipt by the senderof an electronic acknowledgment.
13.13 Use of Logo/Name. Customer grants Vantif LLC the right to use customer name and logo in
PIXTEL marketing information, but only to the extent that Vantif LLC can list Customer as acustomer. In addition, Customer agrees to approve a mutual press release regarding the PIXTEL andCustomer relationship within 90 days of when this agreement goes into effect.

14 Special Terms and Conditions for Partner License
14.1 Background and Purpose
These Special Terms and Conditions for Partner License included in Clause 14 of this EULA (“Partner
Terms”) govern the terms applicable to Your possible membership in Vantif LLC’s Partner Program,the related Partner License and Your development of Content and Localizations for the product for
third party use (as referred to under Clause 4.4 above). These Partner Terms supplement the otherterms and conditions of this EULA, which shall remain in full force and effect with respect to Partner
Licenses unless others expressly set out in these Partner Terms.
14.2 Definitions
In addition to the definitions in Clause 1 of the EULA, the following definitions are applied:‘Annual Fee’ means the fee to be paid by You in consideration of the right to make productmodifications, add Content and Localization files and supply and for the Vantif LLC Partner Services
provided;‘Essential Licensee Patents’ shall mean patent claims that, in the absence of a license, arenecessarily and unavoidably infringed (on technical, but not on commercial grounds) by use of theInterface by Vantif LLC or a member of Vantif LLC’s Partner Program;‘Interface’ or ‘Open API’ means the technology that enables the Applications to interact with the
PIXTEL software.
‘Vantif LLC Partner Services’ means the services to be provided by Vantif LLC in accordance withthese Partner Terms and subject to payment by You of the Annual Fee;
‘Site’ means either the Internet site made available by You for the purpose of downloading PIXTELContent or the PIXTEL online service;‘Third Party Licensee’ shall mean any third parties licensed to use the Interface for development,
use and distribution of Content or localizations pursuant to a Partner Program agreement with
Vantif LLC.
14.3 Appointment
Vantif LLC may by separate written notification appoint You a member of its Partner Program andgrant You a Partner License. Your participation in the Partner Program shall be subject to a separate
application by You to participate in such program, which application may be granted or rejected by
Vantif LLC. Furthermore, Your participation in the Partner Program shall be subject to payment of
the Annual Fee in accordance with the Order Form or Vantif LLC’s price list in force from time totime. You and Vantif LLC shall be independent contractors and nothing contained in this EULA shallbe construed to constitute the Parties as partners, joint ventures, co-owners, employers, employees
or other participants in a joint or common undertaking; or allow either Party to create or assume any
obligations on behalf of the other for any purpose whatsoever.
14.4 Image Content and Localization
Subject to prior notice in writing to Vantif LLC, and payment of the Annual Fees, You shall beentitled, whether for free or against payment, to (a) make Content and Localization developed by
You publicly available for download on the Site; and (b) make Content and Localization developed by
You available directly to Your customers.
The aforesaid rights granted to You shall be subject to You granting a non-exclusive license under
any and all Essential Licensee Patents or any patents which You allege are Essential Licensee Patents
that You or any of Your Affiliates own, or has the right to sub-license, to (i) Vantif LLC or (ii) any Third
Party Licensee desiring such a license, on fair and reasonable terms which in any case are no more

unfavorable than terms and conditions of this EULA, for the purpose of development, use anddistribution of Applications, whether for commercial purposes or otherwise. You further agree thatthe patent license granted in accordance with this Clause shall include a release from any and all
claims of infringement of any Essential Licensee Patents. For the avoidance of doubt, any failure by
You to comply with this Clause will constitute a breach under this EULA. Vantif LLC shall have theright to terminate these Partner Terms and/or this EULA if (a) You or Your Affiliate has asserted any
Essential Licensee Patent or any patent which is allegedly an Essential Licensee Patent in any mannerwhatsoever, including but not limited to infringement claims or actions brought against the
Software, or proceedings or assertions made in any court, arbitral tribunal or other similar forum,that the development, use, or distribution of Applications infringe any of the Essential Licensee
Patents owned or controlled by You or any Your Affiliates or sublicensable by You or any of Your
Affiliates, or if (b) You or Your Affiliate refuse to grant to Vantif LLC or its affiliated companies alicense on terms deemed by Vantif LLC or its affiliated company to be fair and reasonable under the
Essential Licensee Patents of You or Your Affiliate, and in any case on terms and conditions no more
unfavorable than the terms and conditions of this EULA.
You shall defend, indemnify and hold Vantif LLC, its affiliated companies and their respective
employees and principals harmless from and against any claim, liability (including settlements andjudgments) or expenses (including reasonable attorneys’ fees, expenses and court costs) arising outof any claim or demand made by any third party relating to any Applications, including, but notlimited to claims for alleged infringement of intellectual property rights. Vantif LLC, in its sole
discretion, shall be entitled to require You to remove from the Site any Applications that Vantif LLC
determines, in its sole discretion, to violate these Partner Terms, the EULA, or the intellectual
property rights of Vantif LLC or any third party, unsafe or otherwise harmful in any way.
14.5 Intellectual Property Rights
Ownership of any intellectual property rights to the Applications as well as any associateddocumentation created by or on behalf of You shall remain vested in You or such third party as You
may represent. You hereby grant Vantif LLC a non-exclusive, perpetual, irrevocable, worldwide,royalty-free, sublicensable and transferable license to use, reproduce, create derivative works of,
distribute, modify, publicly perform and publicly display any Applications made available on the Siteor the PIXTEL online service, for the purpose of making available, displaying, distributing andpromoting the PIXTEL online service, and for the purpose of further development of the PIXTEL
online service and other PIXTEL software products and related services.
All intellectual property rights to the Software, the Documentation and all parts thereof shall remain
vested in Vantif LLC and its third party licensors, and no such rights shall pass to You.
14.6 Exclusion and Limitation of Liability
FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITYSET OUT UNDER CLAUSE 11 OF THE EULA SHALL BE APPLIED ALSO UNDER THESE PARTNER TERMS.
VANTIF LLC’S MAXIMUM MONETARY LIABILITY UNDER THESE PARTNER TERMS SHALL, IN ANYEVENT, BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE ANNUAL
FEE. THIS CLAUSE 14.6 SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON.
END OF TERMS “VANTIF LLC-EULA-PIXTEL- 2018”, updated 1st of November 2019.