Master SaaS Agreement of Tset Software GmbH

1. Scope

1.1. These General Terms and Conditions ("Terms & Conditions") apply to all services provided by Tset Software GmbH, A-5431 Kuchl, Kellau 151, FN 491399x (hereinafter referred to as "TSET") to the client (hereinafter referred to as "Principal"). By signing the order form, receiving our confirmation, and/or accepting the services, the Principal acknowledges and accepts these Terms & Conditions. Any conflicting general terms and conditions of the Principal are hereby expressly rejected and shall not become part of the contract, neither through acceptance of the order nor any other implied action.

1.2. These Terms & Conditions shall also apply to new orders or extensions of the existing order scope, unless otherwise agreed in writing.

1.3. If a specific service agreement is concluded between TSET and the Principal, only the more specific provisions of this service agreement shall take precedence over these Terms & Conditions in the event of a conflict. These may be supplemented by BABs (Besondere Auftragsbedingungen) for customization and SLAs (Service Level Agreements), as applicable.

2. Information Obligation and Cooperation Duties of the Principal

2.1. After placing the order, the Principal is obliged to inform TSET immediately about all information, documentation and facts which could be significant to the fulfilment of the order and to provide all documents necessary. TSET is entitled to assume the correctness of all information, facts, original contracting parties and documents, unless the incorrectness is to be deemed obvious.

2.2. During the term of the contract, the Principal is obliged to inform TSET about all altered or newly arising circumstances that could be significant to the performance of the order, immediately after these circumstances have become known.

2.3. If the Principal becomes aware of attacks or relevant indications of attacks on the Software and/or the infrastructure used by the Software, they shall immediately notify TSET thereof in writing, but in any case not later than within 24 hours.

2.4. The Principal shall indemnify and hold TSET harmless for all delays in the performance of TSET's services resulting from the violation of the Principal´s duty to cooperate.

3. Definitions

3.1. “Standard Software" is the standard software package defined in the respective order, which is licensed to the Principal for the duration of the contractual term under a software lease and maintenance agreement as a service (online / SaaS).

The standard software has a modular structure and can contain one or more standard software modules depending on the scope of the order. TSET reserves the right to stop offering modules in general at any time and to terminate the provision for the Principal accordingly. In such cases, support for the discontinued module will continue for at least 12 months following the announcement of its discontinuation. TSET will, in this scenario, provide a suitable replacement module that replicates the functionality of the discontinued module at an equivalent level.

3.2. "Calculation Module" is a distinct part of the Standard Software that creates the technical description of a manufacturing process for a specific manufacturing technology. This serves as the basis for bottom-up product cost and CO2 emissions calculations, utilizing input parameters, master data values, and process parameter models. These process parameter models are heuristic or probabilistic models developed by TSET for estimating process parameters. The calculation modules covered under the license are described in the order sheet.

3.3. “Authorised Users” are (i) employees, contractors, subcontractors, and outsourcing providers of the Principal and (ii) employees, contractors, subcontractors, and outsourcing providers of affiliated companies or of other companies designated by the parties in the order as authorised to access and use the Software.

4. Granting of Rights

4.1. After making the software available, the Principal shall be entitled to use the Software within the agreed scope (Werknutzungsbewilling / non-exclusive permission to use the work).

4.2. The Principal must not - directly or indirectly through third parties - decompile, dismantle, reverse-engineer or attempt to reconstruct, determine or discover in any way the source code, underlying ideas, underlying techniques or algorithms of the user interfaces of the Software, or disclose the foregoing.

4.3. The Principal is prohibited from editing or modifying the Software. The Principal shall inform TSET immediately in writing of any possible need in terms of editing or modification of the Software. The Principal undertakes to commission TSET for the editing or modification of the Software against payment of an adequate fee.

Use of the Software under the software lease is granted solely to Authorised Users and solely for activities that such Authorised Users perform for the Principal. Any use by contractors, subcontractors or outsourcing providers acting on behalf of the Principal shall be subject to the present Conditions of Contract. The Principal shall be responsible for its obligations and for the activities and violations of the present Conditions of Contract by such third parties. The Principal shall prevent unauthorised access to or use of the Software and shall promptly notify, indemnify and hold harmless TSET of any unauthorised use of a password or account and of any other known or suspected breach of security.

5. Scope of Services (Software Lease and/or Maintenance)

Software lease and/or maintenance according to the present Terms & Conditions is the provision of the Software to the Principal as-a-Service against payment, the rendering of services by TSET in connection with the maintenance of the Software, and the application support for Authorized Users that work with the Software within the framework of a continuing obligation; this exclusively includes the following areas:

a. the elimination of errors in its own Software, provided that these are not defects subject to warranty;

b. the implementation of patches and bug fixes for the Software;

c. the implementation of updates for the Software; however, upgrades are not included in the scope of services;

d. the application support, namely the provision of ad-hoc information and instructions on the operation of the Software as well as the answering of the Principal´s questions related to the Software;

6. Block (Software Lease and/or Maintenance)

After a single written reminder without effect and a respective blocking notice setting a 7-day grace period, TSET is entitled to stop the contractual services completely or in parts in case of payment delay or breach of contract. The Principal shall not be entitled to any claims arising from a justified blocking of the services.

7. Term of Contract and Termination

7.1. Blocking of services by TSET within the meaning of Art. 6 of the present Terms & Conditions shall never be a reason for extraordinary termination of the contractual relationship by the Principal.

7.2. Upon termination or expiration of the term of contract (i) TSET shall end the Principal's access to the Software and cease to render the respective Services; in addition, (ii) the Principal shall immediately end all use of and access to the Software.

7.3 Upon the Principal’s request, TSET will extract the client’s existing data from TSET’s system and provide it to Principal in a machine-readable format.

8. TSET’s Liability and Warranty

8.1. TSET's liability for defective performance or other violations of contractual obligations is limited to the sum insured by TSET's business liability insurance available for the concrete case of damage.

8.2. If a specific case of damage is not covered by the liability insurance, TSET's liability is limited in every legally permissible case with the amount of the remuneration paid by the Principal in the current or previous calendar year for the services of TSET.

8.2. This respective maximum amount pursuant to 8.1. includes all claims against TSET on the grounds of defective performance and/or other violation of contractual obligations, especially for compensation and a reduction in price.

8.3. TSET is only liable for damages of intent or gross negligence. In case of slight negligence, TSET is only liable for personal injuries. TSET is not liable for indirect damages, loss of profit, loss of interest, missed savings, consequential damages and financial losses.

8.4. TSET is liable to warranty in accordance with §§ 922 ff ABGB. The existence of a defect must in any case be proven by the Principal whereby a material defect must in any case be reproducible; the presumption of defectiveness pursuant to § 924 ABGB (Vermutung der Mangelhaftigkeit) is not applicable.

8.5. In any case of material defects, TSET has at first the right to remedy the defect (repair or making good any deficiencies); for this purpose, TSET remedies the defect. Remedy of the defect is also said to occur if TSET shows the Principal reasonable possibilities to prevent the effects of the defect (reasonable work-around).

8.6. Furthermore, in the event of any defects of title, TSET has at first the right to provide warranty by repair and has the option to provide the Principal with a legally flawless opportunity to use the contractual object or the replaced or modified equivalent contractual object (reasonable work-around).

8.7. Within the scope of the warranty, the Principal shall accept a new or modified contractual object if the contractual scope of functions is maintained and the acceptance does not lead to significant disadvantages to be proven by the Principal.

8.8. If third parties assert claims which prevent or hinder the Principal from using the contractual object accordingly, the Principal shall immediately and comprehensively inform TSET thereof. If the Principal is sued by third parties on the basis of using the contractual object, the Principal shall coordinate all corresponding steps with TSET and may only take legal action, especially acknowledgements and settlements, with the consent of TSET. TSET is in this connection obliged to indemnify and hold harmless the Principal, insofar as the claims are not based on a violation of the Principal´s duties; in this event, the Principal shall indemnify and hold harmless TSET.

8.9. Insofar as a defect can be remedied by installing or otherwise making available a new or improved version of the Software, the Principal must accept such remedy, unless the Principal can invoke substantial grounds to the contrary.

9. Liability of TSET and Warranty for Calculations

9.1. As a general rule, the calculations generated by TSET and/or the Software represent individual calculations based on the data and information provided and selected by the Principal.

9.2. The Principal acknowledges that TSET does not check for completeness and correctness of the data and information generated or fed in/entered into by the Principal and/or obtained by the Principal via interfaces to third party service providers.

9.3. TSET is not obliged to check the calculations made by the Principal and, therefore, TSET is not liable for the suitability of the calculations for the purpose intended by the Principal. In particular, this also applies to the cost and CO2 development of products and components during production based on calculations generated in the Software.

The Principal alone is liable for the correctness of its dimensions and measurements, for the selection of parameters, and the performance of the calculation. Any disadvantages and damages incurred by the Principal as a result of an incorrect or unusable calculation shall be borne by the Principal.

9.4. With regard to the Calculation Modules of the Software, TSET is legally responsible only for providing an error- free function of the calculation logic (arithmetically correct linkage of input parameters, database values and the results of process parameter models).

Furthermore, TSET must ensure that during the operation of the Software, the results of process parameter models can always be overwritten manually by the Principal.

In other respects, any liability or warranty for the functionality of the calculation modules is excluded; furthermore the other limitations of liability according to clause 9 shall apply.

10. Copyrights, Data Protection and Project Data

10.1. Unless otherwise agreed in the Terms & Conditions or in the respective order itself, documents provided by TSET, digitally or physically, especially databases, sample documents, guidelines, source codes, test scripts and program codes, as well as other documents, shall remain TSET's intellectual property. Any use, especially the passing on, duplication and publication by the Principal, requires the explicit written consent of TSET. Unless otherwise agreed in writing, TSET grants the Principal a non-exclusive and non-transferable licence to use the Software.

10.2. TSET accesses databases and software products of third parties via the Software in regular intervals or in real time, which - depending on the agreed scope of services - are also accessible to the Principal when using the Software or can be used for calculations. In case of using databases or software products of third parties, the Principal is obliged to accept the licence conditions of the third party without restrictions and indemnifies and holds TSET harmless for use in compliance with the conditions. In any case, the Principal is not entitled to download databases of third parties in violation of the agreement and to use them for itself or to make them available to third parties.

10.3. Data uploaded by the Principal whilst using the Software shall remain the property of the Principal; TSET is not entitled to copy or use this data for its own purposes. However, TSET is entitled to derive its own findings from the data uploaded by the Principal whilst using the Software for its own purposes in anonymised form, to integrate these findings into its own databases and to make them available to third parties under the condition that no conclusions can be drawn by third parties with regard to the Principal.

10.4. All knowledge gathered in connection with the provision of the Software shall be the exclusive property of TSET. TSET needs these findings as part of its optimization strategy for the continuous improvement and extension of the Software within the scope of the agreements concluded with the Principal and third parties.

10.5. After termination of the contractual relationship between TSET and the Principal, the calculations performed in the Software - but not the findings derived therefrom - shall be deleted, unless there are contractual or statutory rights or obligations to keep the data, or the data is needed to assert claims or to defend against unjustified claims.

10.6. Upon written request submitted to security@tset.com, TSET shall make available its applicable information security policies and procedures, or relevant excerpts thereof, to the extent reasonably necessary for the Principal's compliance, audit, due diligence, or vendor assessment purposes. TSET may redact confidential, proprietary, or security-sensitive information at its sole discretion and may require the execution of an appropriate non-disclosure agreement prior to disclosure.

11. Applicable Law and Place of Jurisdiction

11.1. The Terms & Conditions and the contractual relationship governed by these Conditions shall be subject to Austrian substantive law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

11.2. For legal disputes arising out of or in connection with the contractual relationship regulated by the present Terms & Conditions, including disputes about its validity, the exclusive jurisdiction of the competent court at TSET's domicile is agreed, insofar as this is not

12. Final Provisions

12.1. Amendments or supplements to the present Terms & Conditions must be made in writing in order to be valid. This also includes a waiver of this written form requirement.

12.2. In case of a contradiction between the English and the German version of the present Terms & Conditions, the German version shall prevail.