End-user paid-up license agreement (EULA)

This End User License Agreement (the "EULA") effective as of Effective Date, is a legal agreement between you ("Licensee") and NOESIS TECHNOLOGIES S.L. ("NOESIS"), governing the use of certain proprietary software and documentation (collectively referred to as the "Software"). By installing, copying or otherwise using our Software, you are agreeing to be bound by and comply with the terms and conditions of this EULA, which represents the entire agreement between Licensee and NOESIS, and it supersedes any prior proposal, representation or understanding between the parties. If you do not agree to the terms of this EULA, you are not allowed to install, copy or otherwise use the Software, or any portion thereof.

WHEREAS, Noesis Technologies has developed a software, known as NoesisGUI software ("Software"), which includes a library that makes it easy for developers to create user interfaces in their applications. The Software provides developers the ability to manipulate interfaces and render them using a virtual GPU device driver.

Licensee desires to obtain a non-exclusive, paid-up license to use the Software to develop, distribute, and display applications licensed to third party users ("End Users") or for public display, using the Software to manipulate and render user interfaces under the terms and conditions of this Agreement.

I. DEFINITIONS

"Software" NoesisGUI software is a vector graphics rendering engine software used to display XAML user interfaces in real-time applications.

"Source Code" is the collection of computer instructions valid to generate a library or executable program of the NoesisGUI software.

"Project/s" means any number of projects being developed by Licensee for use on supported platforms.

II. LICENSE GRANT

1. Development License Grant. NOESIS grants to Licensee a limited, non-exclusive, non-transferable, revocable, worldwide right and license to use and incorporate the Software to develop Project/s ("Development License").

1.1. Pursuant to the Development License, Licensee shall be entitled to:
(a) Incorporate object code of the Software or any part thereof into Project/s;
(b) Modify the Source Code solely as is necessary to enable the Software in object code format to function as an integral embedded part of the Project (for the avoidance of doubt, Licensee shall not incorporate Source Code into the Project nor distribute Source Code);
(c) Make and/or develop upgrades, expansions, extensions and/or modifications to Project/s using and/or incorporating the Software provided that such developments operate only as part of the Project/s and shall not operate on a stand-alone basis or be exploited in connection with or as part of any other product;
(d) Make the number of copies of the Software as is reasonably necessary for use in the development of the Project/s as emergency, back-up, archival or disaster recovery copies only; and
(e) Allow its contractors to access and use the Software provided that such access and use is solely and exclusively for the benefit of Licensee exercising its right to incorporate the object code of the Software into Project/s.

The license is granted for the version of the Software available at the time this Agreement is entered and for any subsequent updates to the Software to which the Licensee is entitled under this Agreement.

2. Utilization and Integration License. To the extent of Software, or any part or component thereof, is incorporated into the Project/s pursuant to the Development License, NOESIS grants Licensee a paid-up, royalty-free, worldwide, non-exclusive, non-transferable, revocable (except to the extent provided in Section VI), and perpetual right and license to use, copy, distribute and sell the Software in object code only as an integral embedded part of the Project/s ("Utilization License").

2.1 Licensee may sublicense its rights under the Utilization License to:
(a) End Users;
(b) Publishers and distributors for the purpose of distributing and selling the Project/s to other distributors and End Users; and
(c) Its subcontractors for the purpose of advertising, marketing, and promoting the Project/s.

3. NOESIS agrees to provide to the Licensee all of the relevant materials that collectively make up the version of the Software libraries and Source Code that are designed to function under the granted platforms. Such materials shall be provided by means of electronic download.

4. NOESIS agrees to make available for download to the Licensee, at times determined solely by the NOESIS, and at no additional cost, any new version of the Software designed for the platforms stated in this section that are made generally available to new Licensees.

Licenses granted under this agreement are NOT valid if Licensee is a company or incorporated entity that had a turnover in excess of 100,000 EUROS (One hundred thousand Euros) in their last fiscal year. In the event Licensee makes a turnover in excess of 100,000 EUROS in any subsequent fiscal year, all commercial distribution provisions of this Agreement will be revoked and Licensee must negotiate a full paid license with NOESIS to continue commercial distribution.

III. NON-DISCLOSURE

1. Licensee acknowledges that, in the course of performing its duties and exercising its rights under this Agreement, or as part of their business relationship generally, it may obtain information relating to NOESIS technology that is of a confidential and proprietary nature (the "Confidential Information"). Confidential Information includes, without limitation, product source code, computer codes, documentation, trade secrets, know-how, inventions, techniques, processes, programs, algorithms, schematics, data, financial, customer and pricing information.

2. Licensee shall keep in trust and confidence all Confidential Information and shall not use Confidential Information except in furtherance of this agreement or in relation to discussions about a future business relationship with NOESIS. Licensee shall not disclose any Confidential Information to any person or entity without NOESIS prior written consent except that Licensee may disclose the Confidential Information to its officers and employees on a "need-to-know" basis, provided that such officers and employees execute a written agreement with materially the same terms and conditions as this Section and Licensee remains ultimately liable for any breaches hereof.

3. Licensee acknowledges that the unauthorized disclosure of Confidential Information, whether intentional or accidental, may result in significant and irreparable damages to NOESIS, and that it may be difficult to assign a monetary value to such damages. Therefore, in the event of a breach of this section, NOESIS shall be entitled, without waiving any other rights or remedies, to such injunction or equitable relief as may be deemed proper by a court of competent jurisdiction.

4. Licensee shall not be liable for disclosure of Confidential Information that (i) has been approved for release by written authorization by NOESIS; (ii) becomes part of information in the public domain through no fault of Licensee; (iii) was known by Licensee prior to the disclosure thereof by NOESIS; or (iv) properly comes into the possession of Licensee from a third party which is not under any obligation to maintain the confidentiality of such information. Moreover, Licensee may disclose Confidential Information pursuant to a judicial or other government order, provided that Licensee shall provide NOESIS with prompt notice prior to any disclosure so that NOESIS may seek other legal remedies to maintain the confidentiality of such Confidential Information, and Licensee shall comply with any applicable protective order or equivalent.

5. The provisions of this Section shall survive any termination or expiration of this Agreement.

IV. CERTAIN LICENSEE OBLIGATIONS

1. Licensee acknowledges that it is solely responsible for integration tasks related to Software and Licensee's project/s or software, its chosen hardware and software platform, and third party software tools.

2. No Reverse Engineering. Unless otherwise agreed to in writing, Licensee agrees not to reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or otherwise create derivative works of the Software.

3. Marking. Licensee shall ensure that NoesisGUI logo shall appear in the initial credit section of any Licensed Product in accordance with the brand Guidelines.

4. Export Controls. The Software, including any downloading or use of, may be subject to export controls imposed by U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that Licensee has the responsibility to obtain licenses to export, re-export, or import the Software.

5. Infringement. Licensee agrees to promptly notify NOESIS if it becomes aware of any third party that infringes NOESIS intellectual property rights, including misappropriation of the Software or violations of the End User license agreement (an "Infringement"). NOESIS, at its discretion, shall have the right, but not the obligation, to enforce intellectual property rights against any Infringement. NOESIS shall solely control any such enforcement action.

V. TERMINATION

1. This Agreement shall commence on the Effective Date, and will continue in full force and effect unless otherwise terminated in accordance with this Section V.

2. NOESIS shall have the right to terminate this Agreement immediately "for cause" upon written notice in the event
(a) Licensee materially and intentionally distributes Software to more persons than it is authorized;
(b) Licensee materially and intentionally misrepresents its identity or intentions in connection with this Agreement;
(c) Licensee materially and intentionally provides information to others that could facilitate illegal copying of Software; or
(d) Fails to comply with any material provision of this Agreement and such noncompliance is not remedied within sixty (60) days after notice thereof. In such event, Licensee is required to immediately destroy all copies of Software in its possession and certify, by email, to NOESIS that its obligations under this section have been carried out.

3. Licensee shall have the right to terminate this Agreement immediately "for cause" upon written notice in the event that NOESIS:
(a) Becomes insolvent, files for bankruptcy or is the subject of an involuntary bankruptcy proceeding, has a receiver or similar officer appointed or has its assets assigned for the benefit of creditors; or
(b) Fails to comply with any material provision of this Agreement and such noncompliance is not remedied within sixty (60) days after notice thereof. In such event, Licensee shall be granted, at no additional cost, a non-exclusive and perpetual license to use and incorporate the current version of the Software for the purposes of continuing the Project/s.

4. The right and license granted in Section II, in conjunction with the Software, shall survive termination or expiration of this Agreement and shall not be diminished or abridged by the termination or expiration of this Agreement, and unless this Agreement has been terminated for Licensee's breach of NOESIS intellectual property rights, Licensee's obligation under Section V to destroy any copies available of the Software shall not apply.

VI. GOVERNING LAW

1. This Agreement is the exclusive Agreement between NOESIS and Licensee concerning the subject matter hereof and supersedes any and all prior oral or written agreements and negotiations between the parties concerning such subject. This Agreement may be modified only by a written instrument signed by both NOESIS and Licensee.

2. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Spain and all actions by either party against the other shall be brought in the courts of and prosecute in Madrid, Spain.

VII. GENERAL PROVISIONS

1. Neither party will have the right to assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party's express prior written consent; provided that either party shall have the right, without obtaining prior consent, to assign or transfer this Agreement (and any rights or obligations hereunder) to an affiliated company or in the event of a sale of all or substantially all of the business or assets to which this Agreement relates. Except as otherwise set forth herein, any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

2. Neither party shall be liable to the other for any failure to perform its obligations under this Agreement because of circumstances beyond its control, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war; any acts or omissions of any government, governmental authority, or declarations of governments; transportation delays, power failure, computer failure, telecommunications failure, electronic mail failure.

3. Any notice or other communication under this Agreement shall be sufficiently given if given in writing and delivered by email or hand delivery, or in lieu of such service, seventy-two (72) hours after delivery to a courier service, to the addresses listed below. Either party may designate a different address by giving notice of change of address in the manner provided above.

NOESIS:
Noesis Technologies S.L.
Wad Ras 11, 2nd floor B
Madrid, 28039 SPAIN
Email: info@noesisengine.com

Licensee:
To be provided by Licensee at NOESIS request within 48hrs of writing notice.

4. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a continuing waiver of such term or condition or any subsequent breach thereof.

5. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6. Each party will act at all times as an independent contractor to the other party and will have no right or authority to act on behalf of, create any obligation for, or bind the other party in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.