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Cubix Connect GO Software as a Service Licence Agreement

This Software as a Service Licence Agreement (the "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") by and between:

Ortana Media Group Limited, a company registered in England and Wales (company number 8490124), with its principal place of business at 1st Floor, Unit 2, Kelvin Industrial Estate, Long Drive, Greenford, UB6 8WA, United Kingdom ("Ortana" or "Licensor"); and

the entity or individual accepting these terms ("Customer" or "Licensee

Each a "Party" and together the "Parties"

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Data" means all data, content, and materials uploaded, submitted or otherwise made available by or on behalf of Customer or its Users through the Service.

"Documentation" means the user guides, online help, and other documentation made available by Ortana relating to the Service.

"Service" or "Cubix Connect GO" means the cloud-based software-as-a-service platform known as Cubix Connect GO (including any updates, enhancements and related Documentation) provided by Ortana under this Agreement.

"Subscription Fees" means the fees payable by Customer for the Service as set out in the applicable Order Form or Schedule.

"Term" means the Initial Term together with any Renewal Terms.

"User" means an individual authorised by Customer to access and use the Service.

2. Licence Grant

2.1 Subject to the terms of this Agreement and payment of the applicable Subscription Fees,

Ortana grants Customer a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable, worldwide right during the Term to access and use the Service solely for Customer's internal business purposes and in accordance with the Documentation.

2.2 Customer may permit its Users (including employees, contractors and authorised third parties) to access and use the Service, provided Customer remains fully responsible for their compliance with this Agreement.

2.3 Ortana may from time to time make updates, enhancements or new features available. Material new functionality may be subject to additional fees if not included in the current subscription tier.

3. Restrictions

Customer shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service (except to the extent permitted by applicable law);

(b) rent, lease, lend, sell, sublicense, assign or otherwise transfer rights in the Service;

(c) use the Service to develop a competing product or service;

(d) remove or obscure any proprietary notices;

(e) use the Service in any manner that violates applicable law or the rights of any third party; or

(f) interfere with or disrupt the integrity or performance of the Service.

4. Customer Responsibilities

4.1 Customer is responsible for: (i) obtaining and maintaining all equipment, software and connectivity needed to access the Service; (ii) the accuracy, quality and legality of Customer Data; and (iii) all activity occurring under its User accounts.

4.2 Customer shall ensure that its Users comply with this Agreement and any acceptable use policy published by Ortana.

5. Fees and Payment

5.1 Customer shall pay the Subscription Fees set out in the applicable Order Form or

Schedule. Fees are exclusive of VAT and any other applicable taxes, which Customer shall pay (or for which Customer shall reimburse Ortana).

5.2 Unless otherwise stated, Subscription Fees are payable monthly or annually in advance. Invoices are due within thirty (30) days of the invoice date.

5.3 Late payments may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower). Ortana may suspend access to the Service for non-payment after providing at least ten (10) days' prior written notice.

6. Term and Termination

6.1 This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form (or twelve (12) months if not specified). Thereafter it automatically renews for successive twelve (12) month periods (each a "Renewal Term") unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

6.2 Either Party may terminate this Agreement:

(a) for material breach by the other Party if such breach remains uncured thirty (30) days after written notice; or

(b) immediately if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or similar proceeding.

6.3 Upon termination or expiry:

(a) all rights granted to Customer under this Agreement immediately cease;

(b) Customer shall cease all use of the Service; and

(c) Ortana shall, upon written request made within thirty (30) days of termination, make Customer Data available for download in a standard format for a period of thirty (30) days. Thereafter Ortana may delete Customer Data.

6.4 Sections that by their nature should survive (including confidentiality, intellectual property, limitation of liability, and governing law) shall survive termination or expiry.

7. Intellectual Property

7.1 Ortana and its licensors retain all right, title and interest in and to the Service, Documentation, and all related intellectual property rights. No rights are granted to Customer other than the limited licence expressly set out in this Agreement.

7.2 Customer retains all right, title and interest in and to Customer Data. Customer grants

Ortana a limited licence to use Customer Data solely as necessary to provide the Service and as otherwise permitted by this Agreement.

7.3 Feedback provided by Customer may be used by Ortana freely without restriction or obligation.

8. Confidentiality

Each Party agrees to keep the other Party's Confidential Information confidential and not to disclose it to any third party except to its Affiliates, employees, contractors and professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section do not apply to information that is or becomes publicly available through no fault of the receiving Party, was already known without confidentiality obligation, is independently developed, or is required to be disclosed by law (provided the disclosing Party is given reasonable prior notice where legally permitted).

9. Data Protection

Each Party shall comply with its obligations under applicable data protection laws (including the UK GDPR and Data Protection Act 2018). To the extent Ortana processes personal data on behalf of Customer, the Parties shall enter into a data processing agreement in the form of Ortana's standard DPA (or as otherwise agreed). Ortana shall implement appropriate technical and organisational measures to protect Customer Data.

10. Warranties and Disclaimers

10.1 Ortana warrants that during the Term the Service will perform materially in accordance with the Documentation under normal use.

10.2 Customer's sole remedy for breach of the foregoing warranty is for Ortana, at its option, to use reasonable efforts to correct the non-conformity or to terminate the affected subscription and refund any prepaid Fees for the unused portion of the Term.

10.3 Except as expressly set out in this Agreement, the Service is provided "as is" and "as available". Ortana disclaims all other warranties, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, title and noninfringement, to the maximum extent permitted by law.

11. Limitation of Liability

11.1 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by applicable law.

11.2 Subject to Section 11.1, neither Party shall be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data, goodwill or business opportunity, whether arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such damages.

11.3 Subject to Sections 11.1 and 11.2, each Party's total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period shall not exceed the total Subscription Fees paid or payable by Customer to Ortana in that period.

12. Indemnification

Ortana shall defend Customer against any third-party claim that the Service, when used in accordance with this Agreement, infringes that third party's intellectual property rights, and shall pay any damages finally awarded (or settlement amounts approved by Ortana), provided Customer gives prompt notice, reasonable cooperation, and sole control of the defence and settlement to Ortana. This obligation does not apply to claims arising from Customer Data, modifications not made by Ortana, or combination with items not provided by Ortana.

13. Suspension

Ortana may suspend access to the Service if: (a) Customer's use poses a security risk or may adversely impact the Service or other customers; (b) Customer is in material breach of this Agreement (including non-payment); or (c) required by law. Ortana will use reasonable efforts to provide prior notice where practicable and will reinstate access promptly once the issue is resolved.

14. General

14.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either Party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.2 Entire Agreement. This Agreement (including any Order Forms and Schedules) constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.

14.3 Amendments. No amendment is effective unless in writing and signed by both Parties

(or accepted electronically by Customer where Ortana makes updated terms available)

14.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations.

14.5 Notices. Notices must be in writing and delivered by email (with read receipt) or by courier to the addresses set out above (or such other address notified in writing).

14.6 Force Majeure. Neither Party is liable for delays or failures caused by circumstances beyond its reasonable control.

14.7 Severability. If any provision is held unenforceable, the remaining provisions continue in full force.

14.8 Electronic Acceptance. This Agreement may be accepted electronically. By clicking "l Accept", "Agree", checking an acceptance box, or otherwise indicating acceptance of these terms (including during account registration or subscription purchase), the individual doing so represents that they have the authority to bind the Customer entity (if accepting on behalf of a company) and that Customer agrees to be bound by all terms and conditions of this Agreement. Electronic acceptance constitutes a valid and binding signature under applicable law.

By proceeding and accepting these terms, Customer acknowledges that it has read, understood, and agrees to be bound by this Cubix Connect GO Software as a Service License Agreement