Software License Agreement

This Agreement is entered into between NanoTemper Technologies GmbH, Tölzerstrasse 1, 81379 Munich, Germany (“Licensor”) and the individual or legal entity that accepts this Agreement electronically (“Licensee”).

By accepting this Agreement, whether during registration or upon notification of updates, Licensee agrees to be bound by its terms on behalf of the organization it represents.

(Licensor and Licensee sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party“)

1. Service Description

1.1       The NanoTemper App Hub (“App Hub“) is a software as a service (SaaS) that provides Licensee with online access to a collection of assay applications and analysis tools (“Apps“).

1.2       Licensor may discontinue the App Hub as a whole, or individual Apps or functional scopes of individual Apps, at any time upon nine (9) months’ written notice to Licensee.

2. Licensing Model

2.1       Licensor grants Licensee a non-exclusive, non-transferable, and non-assignable access license to the App Hub and to one or more Apps (“Licensed Apps“) as set forth in Appendix 1 (Commercial Terms). The license is site-specific to the location where the instrument from which data is processed is installed and covers the number of users and the subscription period as set forth in Appendix 1 (“Subscription Period”).

2.2       License Fees: For each Licensed App, Licensor may charge as set forth in Appendix 1 (i) a one-time fee payable at purchase, (ii) a subscription fee (typically annual), or (iii) a usage-based fee realized through non-transferable, non-refundable pre-paid tokens valid for twelve (12) months from the date of purchase. All fees are exclusive of applicable taxes (including VAT), which shall be borne by Licensee. Licensor shall invoice Licensee in advance of each subscription period, and invoices shall be due and payable within thirty (30) days of the invoice date.

2.3       Subscription Renewal: Unless otherwise agreed in Appendix 1, subscriptions shall automatically renew for successive periods equal to the initial subscription term unless either Party provides written notice of non-renewal at least three (3) months prior to the end of the then-current Subscription Period. Licensor shall notify Licensee of any price changes at least thirty (30) days in advance of renewal. Licensor reserves the right to adjust fees annually by up to 10 % without triggering Licensee’s right to terminate for cause.

2.4       Trial Period: Licensor may, at its discretion, offer Licensee a free trial of one or more Apps. Trial access does not create any obligation on either Party to enter into a paid license. At the end of the trial period, access to the trial App will automatically cease unless Licensee enters into a paid license.

2.5       Upgrades:  Upgrades that enhance the functional scope of a Licensed App, or that require access to additional Apps, are not included and may be subject to additional fees at Licensor’s then-current pricing.

2.6       Payment Default: In the event Licensee fails to pay any undisputed invoice within thirty (30) days of the due date, Licensor reserves the right to: (i) suspend Licensee’s access to the App Hub upon fourteen (14) days’ prior written notice; and (ii) terminate this Agreement for cause pursuant to Clause 7.3, without prejudice to Licensor’s right to claim all outstanding fees and interest. Late payment interest shall accrue at a rate of ten (10) percentage points above the applicable ECB base rate per annum.

3. Data Handling & Processing

3.1       Data Ownership: Licensee retains full ownership of all raw data submitted to the App Hub.

3.2       Licensor’s Right to Use Aggregated Data: Licensor shall have the right to use generalized, anonymized statistical patterns, correlations, and insights derived from Licensee’s data for machine learning, AI model training, product improvement purposes and to identify potential technical issues. Any AI models or associated intellectual property resulting from such use (“Knowledge“) shall be exclusively owned by Licensor. Licensor warrants that no personally identifiable information or data that could identify Licensee or its proprietary compounds will be used or disclosed to third parties in this context.

3.3       Data Retention: Following the expiration or termination of an access license, Licensor shall retain Licensee’s raw and processed data for a period of three (3) months, after which Licensor may permanently delete such data without further obligation. Licensor shall not be liable for any loss of data following the three (3) months retention period. Additional data retention services may be acquired for a customary fee. Licensor does not warrant the exportability of processed or derived data.

3.4       Privacy / Data Protection: To the extent personal data is processed in connection with the App Hub, the Parties shall enter into a Data Processing Agreement (“DPA“) as required by applicable data protection law. The DPA is incorporated into this Agreement by reference upon acceptance of this Agreement.

4. Service Level Agreement (SLA)

4.1       Uptime: Licensor shall use commercially reasonable efforts to ensure an annual System Availability of at least ninety-five percent (95%), calculated as: (Total minutes in the year − Downtime) / Total minutes in the year × 100. Planned maintenance windows communicated at least forty-eight (48) hours in advance shall be excluded from the calculation of Downtime. Licensor’s sole obligation in the event of a breach of the uptime commitment shall be to provide a service credit as set out in Appendix 2 (SLA Schedule and Service Credits), which shall constitute Licensee’s exclusive remedy for downtime. Force majeure (Force Majeure) and customer caused down time (CCDT) shall be excluded from the calculation of Downtime, Force Majeure means any extraordinary, unforeseeable event or circumstance beyond the control of the Licensor that prevents the Licensor from fulfilling its contractual obligations hereunder, including but not to natural disasters (earthquakes, floods), wars, pandemics, or government actions. CCDT means any Downtime that is directly attributable to actions, inactions, or errors on the part of the Licensee rather than the Licensor, including but not limited to misuse or misoperation of the App Hub, failure to follow Licensor´s recommended procedures, maintenance or usage guidelines, unauthorized modifications to hardware or software, inadequate infrastructure on the Licensee´s side or delayed responses to requests for access or information needed to perform maintenance or repairs.

4.2       Customer Feedback: If Licensee provides feedback, suggestions, or ideas regarding the App Hub or any Licensed App, Licensor shall have the right to use, incorporate, and exploit such feedback in any manner without restriction, compensation, or attribution to Licensee.

5. Liability

5.1       Limitation of Liability: To the fullest extent permitted by applicable law, Licensor’s aggregate liability to Licensee under or in connection with this Agreement shall not exceed the total fees paid by Licensee to Licensor in the twelve (12) months immediately preceding the event giving rise to the claim. This cap shall not apply to liability for death or personal injury caused by Licensor’s gross negligence, or for intentional misconduct (Vorsatz).

5.2       Exclusion of Indirect Damages: To the fullest extent permitted by applicable law, Licensor shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or business interruption, regardless of whether Licensor has been advised of the possibility of such damages.

5.3       Scientific Results: Licensor is not responsible for the manner in which Licensee interprets or applies results generated by the App Hub, or for any scientific, regulatory, clinical, or business decisions made by Licensee based on such results. Licensee assumes all risk associated with the use of App Hub results in its operations.

6. Warranty

6.1       Licensor warrants that each Licensed App will perform substantially in accordance with its then-current documentation under normal use conditions during the applicable license term.

6.2       The warranty set forth in Clause 6.1 does not apply to defects or failures resulting from: (i) improper or unauthorized use of any Licensed App; (ii) modifications or customizations made by Licensee or any third party without Licensor’s prior written consent; (iii) use in combination with software, hardware, or systems not approved by Licensor; (iv) Licensee´s failure to operate the Licensed App on inappropriate, outdated or malefunctioning hardware, software or other systems; (v) Licensee’s failure to implement updates or patches provided by Licensor; or (vi) factors outside Licensor’s reasonable control, including force majeure events.

6.3       Warranty Claims: If Licensee identifies a defect covered by the warranty in Clause 6.1, Licensee shall notify Licensor in writing within eight (8) calendar days of discovery. Licensor will use commercially reasonable efforts to remedy the defect within a reasonable timeframe. Licensor may, at its discretion, remedy a defect by providing a patch, fix, workaround, or new release. Licensor’s warranty obligation shall be Licensee’s sole remedy for defects covered by this Clause 6.

6.4       Licensor does not warrant that any Licensed App will be compatible or function as intended with Licensee’s or any third party’s systems, networks, or software not approved by Licensor.

6.5       Licensor is not responsible for viruses, malware, or similar problems arising from Licensee’s connection to the internet or from Licensee’s internal networks or for any supply chain attack affecting the Licensor´s hard or software.

6.6       Licensed Apps and its software are not warranted to be error-free or to operate without interruptions. If a defect or bug is identified, Licensor will use commercially reasonable efforts to produce a repair which may also include minor enhancements to improve performance or maintain compatibility with operating systems and other supported software. Licensor does not have an obligation to supply software upgrades (i.e., new versions, or new in-line releases) as part of the warranty.

6.7       Unless otherwise explicitly agreed in this Agreement all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, are expressly disclaimed to the fullest extent permitted by applicable law.

7. Term

7.1       This Agreement shall commence on the date Licensee accepts this Agreement electronically and shall run until the earlier of (i) the end of the Subscription Period as set forth in Appendix 1 or (ii) until It is terminated in accordance with this Clause 7.

7.2       Ordinary Termination: Either Party may terminate this Agreement or any individual App license by providing twelve (12) months’ written notice to the other Party. For the avoidance of doubt, termination of an individual App license shall not affect the continuation of this Agreement or any other App licenses in force.

7.3       Termination for Cause: Either Party may immediately terminate this Agreement by written notice to the other Party:

• In case of dissolution or liquidation of the other Party;
• In case of insolvency or bankruptcy of the other Party;
• If the other Party fails to perform or defaults in the performance of any material provision of this Agreement and such failure continues for thirty (30) days after written notice by the non-defaulting Party;
• In the event of non-payment by Licensee of any undisputed invoice thirty (30) days past the agreed payment term;
• If Licensee breaches Clause 8 (Secrecy) or Clause 10 (Intellectual Property Rights).

7.4       Consequences of Termination: Upon expiration or termination of this Agreement:

• All access licenses granted hereunder shall immediately cease;
• Licensee shall cease all use of the App Hub and Licensed Apps;
• Licensor shall retain Licensee’s data for three (3) months in accordance with Clause 3.4;
• Licensee shall have the right to export its raw data during such three (3) month retention period;
• All outstanding fees for the remainder of any Subscription Period shall become immediately due and payable.

7.5       Survival: Clauses 3, 5, 8, 10, 11, 12, and 13 shall survive the expiration or termination of this Agreement.

8. Secrecy

8.1       Each Party agrees not to disclose to any third party any Confidential Information of the other Party without the prior written consent of the disclosing Party.

8.2       “Confidential Information” shall mean all non-public information concerning:

• Licensor’s software, applications, algorithms, source code, and related documentation;
• Licensor’s proprietary know-how and technology;
• Licensee’s data, business processes, and scientific results;
• The commercial terms of this Agreement;
• Any other information marked or identified as “proprietary” or “confidential.”

8.3       Confidential Information does not include information that:

• Is publicly known through no fault of the receiving Party;
• Was in the receiving Party’s possession without an obligation of confidentiality prior to receipt;
• Is received from a third party with no obligation of confidence;
• Is required to be disclosed by law or legal order, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates in seeking a protective order.

8.4       Each Party shall protect the other Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations under this Clause 8 shall survive termination or expiration of this Agreement for five (5) years.

9. Compliance

9.1       Licensee represents, warrants, and undertakes that it shall at all times remain in good standing and fully compliant with all applicable laws, regulations, and industry standards, including anti-bribery, anti-corruption, anti-money laundering, data protection, export controls, and sanctions obligations.

10. Intellectual Property Rights

10.1     All patents, trademarks, trade names, copyrights, know-how, algorithms, source code, and all other proprietary rights in and to the App Hub and Licensed Apps and its software (“Licensor’s Intellectual Property“) remain the exclusive property of Licensor.

10.2     Licensee shall not acquire any rights in Licensor’s Intellectual Property by virtue of this Agreement, other than the limited access license expressly granted in Clause 2.

10.3     Licensee shall not, and shall not permit any third party to: (i) copy, reproduce, modify, or create derivative works of the App Hub or any Licensed App; (ii) reverse engineer, decompile, or disassemble the App Hub or any Licensed App; (iii) sublicense, sell, transfer, or assign the App Hub or any Licensed App; or (iv) use the App Hub for the benefit of any third party in a service bureau, time-sharing, or similar arrangement.

10.4     Licensee shall promptly notify Licensor of any actual or suspected infringement of Licensor’s Intellectual Property. Licensor shall be responsible, at its sole discretion and cost, for taking any action it deems appropriate to protect its Intellectual Property.

10.5     No licenses are granted or implied under any patents, copyrights, or other intellectual property rights owned or controlled by Licensor, except the limited access license in Clause 2.

10.6     Licensor’s Trademarks: Licensee shall not use Licensor’s trademarks, logos, or trade names in any marketing, publication, or external communication without Licensor’s prior written consent.

11. Acceptable Use

11.1     Licensee shall use the App Hub and Licensed Apps solely for its own internal scientific and research purposes in accordance with the documentation provided by Licensor and all applicable laws. Licensee shall not use the App Hub for any unlawful, fraudulent, or abusive purpose.

11.2     Licensee shall be responsible for maintaining the confidentiality of its login credentials and for all activities conducted through its account. Licensee shall promptly notify Licensor of any unauthorized access or use.

11.3     Licensor reserves the right to monitor usage of the App Hub for security, compliance, and billing purposes and to take appropriate action, including temporary suspension of access, in the event of suspected abuse or policy violation.

12. Law and Dispute

12.1     This Agreement is subject to German law with the exception of its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2     Any dispute arising out of or in connection with this Agreement shall be settled by arbitration under DIS rules. The seat of arbitration shall be Munich, Germany, before a single arbitrator, held in German language. Not limiting other rules for bringing evidence to the arbitrator under DIS rules, the Parties are entitled to present for evidence to the arbitrator German language and English language documents.

12.3     Notwithstanding Clause 12.2, Licensor shall be entitled to seek injunctive or other interim relief from any court of competent jurisdiction to prevent unauthorized use of its Intellectual Property or breach of Clause 8 (Secrecy) without being required to initiate arbitration proceedings first.

13. Severability Clause

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement.

14. Entire Agreement

This Agreement, together with its Appendices, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and representations, whether oral or written, relating thereto. Licensor may update these terms upon thirty (30) days’ written notice; continued use of the App Hub after such notice period shall constitute Licensee’s acceptance of the updated terms.

Appendix 1 – Commercial Terms

The Licensed Apps, applicable fees, number of users and subscription period set forth in this Appendix are agreed as follows: