Master Subscription Agreement

1. DEFINITIONS 

2. PROVISION OF SUBSCRIPTION SERVICES 

3. RESPONSIBILITIES OF THE PARTIES 

4. THIRD-PARTY SERVICES 

5. FEES AND PAYMENT 

6. PROPRIETARY RIGHTS 

7. CONFIDENTIALITY 

8. WARRANTIES AND DISCLAIMERS 

9. INDEMNIFICATION 

10. LIMITATION OF LIABILITY 

11. SUSPENSION OF SUBSCRIPTION SERVICES 

12. SUBSCRIPTION TERM AND TERMINATION 

13. EXPORT COMPLIANCE, ANTI-BRIBERY, ANTI-MONEY LAUNDERING AND KYC 

14. MISCELLANEOUS

Acceptance of Agreement

By creating an account for Cleeng SaaS or by signing an Order Form referencing this

Agreement, you agree to be bound by the terms contained herein and all terms, policies, and

guidelines incorporated in this Agreement by reference.

The "Effective Date" of this Agreement shall be the earlier of (a) the date of creating an

account for Cleeng SaaS or (b) the effective date of the first Order Form between you and

Cleeng referencing this Agreement.

You must be eighteen (18) years or older to access and use the Subscription Services. If you

are accessing or using the Subscription Services for an organization, you are agreeing to this

Agreement on behalf of that organization and confirm that you have the authority to bind

that organization to this Agreement. If you do not have such authority, or if you do not agree

with these terms, you must not accept this Agreement and should not access or use the

Subscription Services.

1. DEFINITIONS

The following terms in this Agreement shall have the meanings attributed to them below:

“Agreement” means this Master Subscription Agreement, as well as any respective Order

Form, Service Level Agreement (“SLA”), and Statement of Work (“SoW”), including any

subsequent annexes, appendices and/or amendments thereto. If the Services include the

Merchant Product, then Merchant Schedule applies in addition to the previously listed

documents.

“Affiliate” means an entity affiliated with either Cleeng or the Customer that (a) is directly or

indirectly controlled by the contracting party; (b) directly or indirectly controls the contracting

party; or (c) is under common control with the contracting party, where ‘control’ refers to

ownership of more than 50% of voting shares.

“Authenticated User” means a User intending to be a subscriber or a pay-per-view buyer

who does not have valid entitlement to access the Customer Content in a given month.

“B2B Support” means comprehensive assistance provided by Cleeng to the Customer and its

Users, aimed at ensuring effective use of the Services and addressing any Issues that may

arise, being an integral part of the Services, as described in detail in Service Level Agreement.

“Cleeng”/”we”/”us” means Cleeng contracting party as specified in the Order Form and, as

relevant, all its Affiliates engaged in provision of Services and assisting in the performance of

the Agreement.

”Cleeng SaaS” means the online environment, APIs and front-end components made

available to the Customer by Cleeng within the scope specified under the Agreement, in

which the Customer can provide instructions and information, manage settings, access and

review reports in the visual dashboard. Cleeng SaaS consist of Products and they can include

Third-Party Services contracted by Cleeng.

“Customer”/”You” means a beneficiary of Cleeng’s services, being a contracting party as

specified in the Order Form.

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”Customers Content” means Digital Content distributed by the Customer or on the

Customer’s behalf to Managed Users.“Customers Data” means all electronic data or information submitted by the Customer or

Users to Cleeng SaaS. Customers Data shall not include any component of Cleeng SaaS or

material provided by or on behalf of Cleeng.

“Digital Content” means data produced and supplied in digital form, including video

content, audiobooks, audio files, e-books, games and/or apps, supplied electronically,

delivered over the Internet or electronic network, in intangible form, like streaming or

downloading, the nature of which renders their supply essentially automated and involving

minimal human intervention.

“Documentation” means the standard documentation, as updated from time to time by

Cleeng, in electronic format, available on our website, describing and provided together with

Cleeng SaaS (excluding Third-Party Services). The Documentation is released in English

language version only.

“End Date” means the date being the last day of providing the Subscription Services under

the Agreement.

“Fee(s)” means a fee for provision of the Subscription Services due for a given settlement

period of the Subscription Term, specified in an applicable Order Form, the other relevant

document, in the Documentation or on the pricing website, which shall be paid by the

Customer to Cleeng according to the conditions specified by the Agreement.

“Index” means the Harmonised Index of Consumer Prices (HICP) for Subscription Services,

currently published by the European Central Bank at

https://data.ecb.europa.eu/main-figures/inflation.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or

malicious code, files, scripts, agents or programs.

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”Managed User” means a User being a subscriber or a buyer who has a valid entitlement to

access the Customer Content in a given month, regardless of the offer type (a web/mobile

application, live/svod), payment gateway (Cleeng Merchant, or external), or discount

(including access to free trials of an otherwise paid offer);

‍

”Minimum Commitment” means a minimum number of Managed Users or transactions on

which the base Fees are calculated, being a minimum obligation that the Customer agrees to

pay for over the Subscription Term. Minimum Commitment is specified in an applicable

Order From.

‍

”Order Form” means an (electronic) document executed between the Customer and Cleeng

or between the Customer and a Reseller Partner, specifying commercial terms of the

Subscription Services ordered by or for the Customer.

“Production Environment” means the technical environment in which the Customer uses

Cleeng SaaS for day-to-day business operations.

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”Product” means a component of Cleeng SaaS being a product & service package as further

specified in an Order Form and in the Documentation, provided by Cleeng to its Customers.

“Professional Services” mean consultancy services provided by Cleeng during the term of

Agreement, associated with the implementation of the Cleeng.

“Reseller Partner” means an authorized reseller of the Products.

“Restricted Jurisdiction” means those countries or territories targeted by country-wide or

territory-wide Sanction Laws that extensively and comprehensively restrict activities with the

target country or territory and its government, and include, but are not limited to, China,

Cuba, Iran, North Korea, Russia, Syria, the Crimea region of Ukraine, the so-called DonetskPeople’s Republic and Luhansk People’s Republic regions of Ukraine, Venezuela, or any other

country or region embargoed or sanctioned during the Subscription Term.

“Restricted Person” means persons, entities or other parties that are (a) located, domiciled,

resident or incorporated in any Restricted Jurisdiction; (b) specifically designated or listed

under Sanction Laws; or (c) owned or controlled by, or acting on behalf of, persons, entities or

other parties specified in (a) or (b).

“Sanctions Authority” means: (a) the United States; (b) the United Nations Security Council;

(c) the European Union; (d) European Union member states; (e) the United Kingdom; or (f) the

respective governmental institutions of any of the foregoing including, without limitation,

OFAC, the U.S. Department of Commerce, the U.S. Department of State, any other agency of

the U.S. government, and Her Majesty’s Treasury.

“Sanction Laws” means economic or financial sanctions, restrictive measures, trade

embargoes or export control laws imposed, administered, or enforced from time to time by

any Sanctions Authority.

“Sandbox”/“Test Environment” means the technical environment in which the Customer

uses Cleeng SaaS for test, validation and training purposes only.

“Start Date” means the date of signing an initial Order Form by both parties, the date of

creating an account for Cleeng SaaS or another date, if specified in an Order Form.

“Subscription Services” means Cleeng SaaS, including updates, B2B Support and other

add-on services (if any), purchased by the Customer in the scope set out in an applicable

Order Form(s).

“Subscription Term” means a term commencing on the Start Date and ending on the End

Date, during which the Subscription Services are delivered and the Agreement is in effect.

"Third-Party Services" means online, web-based applications and other software products as

well as services that are provided by third parties.

"Users" means all persons authorized by the Customer to use Cleeng SaaS, who have been

given user identifications by the Customer or by Cleeng at the Customer's request. Each User

must have a unique email address and username and is required to generate a password for

the account, and is responsible for the security and confidentiality of the information

accessed in Cleeng SaaS.

2. PROVISION OF SUBSCRIPTION SERVICES

2.1. Subscription Services

a. Cleeng shall make the Subscription Services available to the Customer pursuant to this

Agreement during the Subscription Term.

b. Within the Subscription Services, the Customer is entitled to access Cleeng SaaS, receive

updates of Cleeng SaaS and Cleeng’s standard B2B Support (as further specified in the SLA),

subject to the payment of applicable Fees.

c. Cleeng at all times uses commercially reasonable efforts to provide the Subscription

Services in accordance with the highest industry standards.

2.2. Cleeng SaaS

a. To benefit from the Subscription Services, subject to the Customer’s compliance with the

terms of this Agreement, including timely payment of the applicable Fees, Cleeng hereby

grants the Customer a non-exclusive, non-transferable and non-sublicensable right to accessand use Cleeng SaaS, including the Documentation, and other software (if any) provided by

Cleeng within the scope of Subscription Services, for the Customer’s business purposes.

b. To access Cleeng SaaS the Customer’s Users will be furnished with usernames and they will

be required to generate passwords. The Customer shall safeguard the confidentiality of the

usernames and passwords required for access to Cleeng SaaS and take other commercially

reasonable steps to ensure that no person or entity shall have unauthorized access to or use

of Cleeng SaaS. Multiple logins under a single username by different Users are prohibited.

c. Cleeng may make changes or updates to Cleeng SaaS during the Subscription Term,

including to reflect changes in technology, security standards, industry practices, patterns of

system use, or availability of Third-Party Services. Changes to Cleeng SaaS will not result in a

material reduction in the level of performance, security or availability of Cleeng SaaS provided

to the Customer for the then current Subscription Term.

d. The Customer acknowledges that any recommendations, suggestions, or guidance

provided through Cleeng SaaS are for informational purposes only, and that Customer is

solely responsible for all decisions based thereon. Cleeng shall not be liable for any reliance

placed upon such recommendations or suggestions, subject always to the limitations of

liability in Section 10 (Limitation of Liability).

2.3. API Interface

a. The Customer is required to adhere to the current specifications and usage practices of the

Subscription Services as described in the API documentation available at

https://developers.cleeng.com/. Cleeng reserves the right to adjust the performance of the

Subscription Services or terminate the Agreement (Termination for Cause) if the Customer

does not comply with these specifications. However, the Customer will have a 30-day period

to address and cure any alleged non-compliance following written notice of the claim.

b. Cleeng retains the right to adjust the service performance or terminate the Agreement

(Termination for Cause) if the Customer fails to provide the necessary data.

c. Cleeng may periodically revise the specifications and/or data requirements for using the

API, providing the Customer with reasonable written notice.

2.4. Professional Services

a. Cleeng will, if ordered by the Customer, provide standard scope of Professional Services

related to the onboarding and integration of Cleeng's Services. The scope of these services is

specified in Cleeng Standard Statement of Work which can be found at:

https://publisher.support.cleeng.com/hc/en-us/articles/4821389348380-Cleeng-Standard-State

ment-of-Work. Such consultancy services will be provided at a reasonable level of skill, care

and experience, and may be subject to fees.

b. Any additional Professional Services shall be provided only if agreed upon in writing.

2.5. Reseller Relationship

a. The Customer may enter into an Order Form with a Reseller Partner for the purchase of

Products and associated Subscription Services governed by this Agreement. Where the

Customer purchases Products through a Reseller Partner, the Reseller Partner and the

Customer will enter into a separate agreement, which sets out the commercial terms for the

Products ordered by the Customer. This includes the fees payable by the Customer to theReseller Partner for the Products, the term of the agreement and any other applicable terms

and conditions.

b. Provided that a separate order form has been signed with the Reseller Partner and

payment of Fees has been received from the Reseller Partner, Cleeng will provide the

Customer with the Products under the applicable order form in accordance with the terms

and conditions of this Master Subscription Agreement.

c. The Customer acknowledges that Cleeng will not be responsible for the Reseller Partner's

obligations to the Customer under the separate agreement, nor for the Reseller Partner's acts

or omissions, or for any third-party products or services furnished to the Customer by the

Reseller Partner. Sections 5 (Fees and Payment) and 12 (Subscription Term and Termination),

including subsections 12.1, 12.2, 12.3 and 12.4, will not apply where the Customer purchases

Products through a Reseller Partner, as fees, payment terms and the term of the applicable

agreement will be addressed in the agreement between the Reseller Partner and the

Customer.

d. If applicable, providing the Reseller Partner with any refunds, service credits or other

payments alleviates any responsibility by Cleeng to ensure the applicable payment returns to

the Customer.

e. The terms of this Master Subscription Agreement contain all the terms and conditions

regarding its subject matter and supersede any agreement between the Reseller Partner and

the Customer, even if such agreement purports to modify or supersede the terms of this

Master Subscription Agreement

3. RESPONSIBILITIES OF THE PARTIES

3.1. Cleeng’s Responsibilities

a. Cleeng shall:

(i) provide the Subscription Services in accordance with the terms of this Agreement,

including, in accordance with the Documentation and the SLA;

(ii) provide Subscription and Professional Services in a professional manner, with reasonable

skill and care;

(iii) provide B2B Support to the Customer within the scope specified in the SLA at no

additional charge;

(iv) provide Subscription Services based on the settings presented by the Customer in Cleeng

SaaS;

(v) make the reports regarding purchase of the Customers Content by Managed Users

available via Cleeng SaaS;

(vi) provide Subscription Services only in accordance with applicable laws and government

regulations applicable to Cleeng’s provision of Subscription Services and Professional Services

to its customers generally (i.e. regardless of the Customer’s particular use of Subscription

Services or Professional Services) and subject to the Customer’s use of Subscription Services

in accordance with the Agreement and the Documentation.

b. Moreover, the management of User purchases includes authentication and the verification

of entitlement. Consequently, prior to the release of the Customer Content to an individual

Managed User, Cleeng shall: (i) confirm the Managed User’s authorization to access Customer

Content and (ii) verify the Managed User’s entitlement to access the requested Customer

Content.
3.2. Customer’s Responsibilities

a. In order for the Subscription Services to function as intended, Cleeng is dependent on

cooperation with the Customer and the provision by Customer of all information that is

reasonably required. The Customer warrants that all information provided is correct and up to

date and that the Customer shall promptly update provided information or provide additional

information if so reasonably required for Cleeng to provision the Subscription Services.

b. The Customer shall:

(i) be responsible for its and the Users’ compliance with this Agreement and the

Documentation,

(ii) be solely responsible for the accuracy, quality, integrity and legality of the Customer Data,

the means means by which the Customer acquired the Customer Data, the Customer’s use of

the Customer Data with Cleeng SaaS;

(iii) use commercially reasonable efforts to prevent unauthorized access or use of

Subscription Services and promptly notify Cleeng of any such incidents.

(iv) use the Subscription Services only in accordance with this Agreement, Documentation

and applicable laws and government regulations.

c. The Customer is solely responsible for any change to the Customer Content conditions,

including, price, availability or membership benefits.

4. THIRD-PARTY SERVICES

4.1. Third-Party Services engaged by Cleeng

a. Cleeng shall be entitled to engage sub-contractors and sub-suppliers in delivering the

Subscription Services and to disclose to them Customers Data, to the extent it is necessary to

provide the Subscription Services under the Agreement. Cleeng will ensure that its

sub-contractors and sub-suppliers sign confidentiality agreements that are equally stringent

as those outlined in this Agreement.

b. The Customer acknowledges that Cleeng may allow such providers of Third-Party Services

to access the Customer Data as required for the interoperation of such Third-Party Service

with the Subscription Services.

c. Cleeng shall be responsible for the acts and omissions of the providers of Third-Party

Services engaged directly by Cleeng to the same extent that Cleeng would be responsible if

Cleeng was performing the services of each such provider directly under the terms of this

Agreement.

4.2. Third-Party Services engaged by the Customer

a. Any acquisition or engagement done by the Customer involving Third-Party Services

engaged by the Customer, and any exchange of data between the Customer and that

third-party provider, is solely between the Customer and the applicable third-party provider.

The Customer’s access to and use of such Third-Party Services shall be governed solely by the

terms and conditions of such Third-Party Services. Cleeng does not whatsoever warrant or

support ‘Third-Party Services’ engaged by the Customer. Cleeng assumes no liability for any

issues arising from Customer’s engagement with third-party providers.

b. The Customer’s use of any Third-Party Services engaged by the Customer is at the

Customer’s own risk. If the Customer enables Third-Party Services for the use with theSubscription Services, Cleeng shall not be responsible for any disclosure, modification or

deletion of Customers Data resulting therefrom. Cleeng does not endorse, and makes no

representation, warranty or commitment, and shall have no liability or obligation whatsoever

in relation to the Customer’s use of any such Third-Party Services. Any contract entered into

and any transaction completed via any such Third-Party Services is between the Customer

and the relevant third party, and not Cleeng.

5. FEES AND PAYMENT

5.1. Fees

a. Cleeng will provide the Subscription Services and the Professional Services to the Customer

at the pricing and for the Fees. Fees may be based on a Minimum Commitment and can be

subject to overages, depending on the actual use of the Subscription Services.

b. Fees may be adjusted under the following circumstances: (i) the number of Managed Users

or transactions changes; (ii) an agreed upon Minimum Commitment is exceeded; (iii) the

Customer activates additional Products/elements of the Subscription Services; (iv) Cleeng

identifies that the Subscription Services are used in excess of the other limitations specified in

the Agreement; (v) the number of Authenticated Users is higher than 20 times the number of

Managed Users; (vi) the parties mutually change the Fees.

c. The Customer can increase the Minimum Commitment at any time and it should be

agreed in writing. The Minimum Commitment can be decreased only at the end of the

Subscription Term, by providing Cleeng with sixty (60) days prior written notice.

d. Discounts, if applicable under a given Order Form, are valid for the term of that Order Form

only. Upon renewal, the discounts automatically expire and Cleeng’s standard,

non-discounted Fees shall apply unless agreed otherwise by both parties in writing.

e. The Customer shall pay all Fees specified in this Agreement in due time. The Customer’s

payment obligations shall be made without any suspension or setoffs and Fees paid are

non-refundable.

5.2. Invoicing and Payment

a. Unless the Order Form specifies otherwise, Cleeng will invoice the Fees for Minimum

Commitment for the Subscription Services annually in advance, with payment due at the

start of each billing period. Based on the records available in Cleeng SaaS, Cleeng

automatically determines the number of Managed Users and Transactions. Fees for the use

of the Subscription Services exceeding the Minimum Commitment (“Overage Fees”) will be

invoiced monthly in arrears unless specified differently on the Order Form. If overage tiers are

defined in an Order Form, the Overage Fees will be calculated based on those tiers. If overage

tiers are not defined in an Order Form, the Overage Fees will be calculated based on the Unit

Fees as defined in an Order Form.

b. All invoiced charges are payable within 30 days of the invoice date, except if otherwise

specified in the Order Form.

c. In the event of late payment, Cleeng reserves the right to deduct amounts payable by the

Customer directly from amounts owed to the Customer or apply interest penalties (Euribor +

2 percent per month) for late payments.

d. All invoices will be delivered electronically via email using the notification addresses stated

in an Order Form, if requested and indicated by the Customer, or via the Cleeng dashboard.Any changes in the invoicing contact details should be immediately notified by e-mail to the

other party of the Agreement.

e. In the event the Customer instructs Cleeng to invoice another entity from the Customer’s

group for the services provided under this Agreement, Cleeng will address invoices to an

entity indicated by the Customer. However, in any case the Customer will remain fully

responsible for timely payments under the Agreement.

5.3. Indexation

Cleeng shall be entitled to adjust all Fees upwards annually, on the anniversary of the Start

Date, on the basis of the inflation rate for the last available 12-month period, expressed in the

Index.

5.4. Taxes

Cleeng's Fees, as outlined in the Order Form or any part of the Agreement, do not include

taxes, such as value-added, sales, use, or withholding taxes, unless explicitly stated otherwise.

The Customer shall bear responsibility for all taxes related to their payment obligations under

this Agreement and for the correct and timely payment of all direct taxes applicable to the

distribution and publication of the Customer Content. Should applicable law mandate the

Customer to deduct any Taxes from payments to Cleeng, the payment amount will be

increased to ensure Cleeng receives the net sum equivalent to the original Fee. Cleeng is

solely responsible for taxes assessed against its own income, property, and employees. Each

party is solely responsible for its own federal, provincial, and state unemployment insurance,

as well as any similar taxes and assessments.

5.5. Purchase Orders (or similar)

a. In case a purchase order or any other similar document is required by the Customer in

order for an invoice to be paid, the Customer is obliged to timely issue such purchase order,

provide such purchase order and its number to finance@cleeng.com, and/or take any other

action required under its internal company procedures to ensure that the invoices issued by

Cleeng hereunder are paid by due dates specified in Section 5.2 of this Master Subscription

Agreement. Such purchase order (or similar) will in no event cause payment due date to be

extended.

b. In the event a purchase order (or similar) is not issued by the Customer on time, Cleeng

remains entitled to invoice the Customer for the due amounts under this Agreement and

charge interest as from the payment due date.

c. Purchase orders or other similar documents, issued by the Customer, will in no event

supersede, modify, supplement the terms and conditions of Agreement or become part of

Agreement. Any such document will not become binding on Cleeng and will have no legal

effect.

6. PROPRIETARY RIGHTS

6.1. Cleeng’s Rights

a. Subject to the limited rights expressly granted hereunder, Cleeng, its Affiliates, its licensors

and Third-Party Services providers reserve all of their right, title and interest in and to Cleeng

SaaS, to all the components of the Subscription Services and to anything developed ordelivered to the Customer by Cleeng or on Cleeng’s behalf when providing Subscription

Services pursuant to this Agreement, including all of their related intellectual property rights.

No rights are granted to Customer hereunder other than as expressly set forth herein.

b. Cleeng shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable,

perpetual license to use or incorporate into the Subscription Services any suggestions,

enhancement requests, recommendations or other feedback provided by the Customer,

including Users, relating to the operation of the Subscription Services.

6.2. Restrictions

The Customer shall not (i) permit any third party to access the Subscription Services except as

permitted in this Agreement, (ii) create derivative works based on the Subscription Services,

(iii) attempt to or copy, frame or mirror any part or content of the Subscription Services, other

than copying or framing on the Customer’s own intranets or otherwise for the Customer’s

own internal business purposes, (iv) attempt to de-compile, reverse compile, disassemble,

reverse engineer or otherwise reduce to human-perceivable form all or any part of Cleeng

SaaS; (v) access the Subscription Services in order to build a competitive product or service,

(vi) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services

other than as permitted under this Agreement, (vii) license, sell, resell, rent, lease, transfer,

assign, distribute, or otherwise commercially exploit, or otherwise make the Subscription

Services available to any third party, (viii) use the Subscription Services to store or transmit

Malicious Code, infringing, libelous, or otherwise unlawful or tortuous material, or to store or

transmit material in violation of third-party privacy rights, (ix) interfere with or disrupt the

integrity or performance of the Subscription Services or third-party data contained therein or

(x) use the Subscription Services in a manner that could result in a violation of anti-money

laundering, counter terrorist financing and similar legal and regulatory obligations (including,

without limitation, where Cleeng cannot verify the Customer’s identity or other required

information about the Customer’s business).

6.3. Remedies

Cleeng reserves the right, without liability or prejudice to its other rights under this

Agreement, to disable the Customer’s access to the Subscription Services in the event of a

breach of Clause 6.2. of this Agreement provided that: (i) to the extent reasonably practicable,

Cleeng will notify the Customer in advance of disabling such access, and (ii) to the extent

such breach is remediable, the Customer does not remedy such breach within 7 days of such

notice (where provided). The Customer’s obligations to pay Fees for the Subscription Services

remain unaffected.

6.4. Customers Data and Customers Content

a. As between Cleeng and the Customer, the Customer exclusively owns all rights, title and

interest in and to all of the Customers Data, including the Customers Content. The Customer

is solely responsible for all Customer Content. The Customer represents and warrants that it is

fully entitled to distribute and make public the Customers Content.

b. The Customer is not allowed to use the Subscription Services in connection with services

which may reasonably be considered - in Cleeng’s reasonable discretion - defamatory,

discriminatory, promoting bigotry, hatred or harm, pornographic, infringing, unduly offensive,or otherwise violating applicable laws, ordinances or regulations or is otherwise unfit for

association with Cleeng.

c. Use of the Subscription Services in breach of paragraph above is prohibited and may result

in an immediate termination of the Subscription Services by Cleeng without any liability to

the Customer. The Customer’s obligations to pay Fees for the Subscription Services until the

end of the Subscription Term remain unaffected.

d. Cleeng shall be permitted to forward any data regarding usage of the Products, including

the use of the Products exceeding the Minimum Commitment, to the Reseller Partner.

7. CONFIDENTIALITY

7.1. Confidential Information

"Confidential Information" means all confidential information disclosed by Cleeng or the

Customer ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in

writing, 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. The

Customer’s Confidential Information shall include Customers Data and Customers Contents;

Cleeng’s Confidential Information shall include, but is not limited to, the details of

Subscription Services; and Confidential Information of each party shall include the terms and

conditions of this Agreement, business and marketing plans, technology and technical

information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information shall not include any information that (i) is or becomes

generally known to the public without breach of any obligation owed to the Disclosing Party,

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without

breach of any obligation owed to the Disclosing Party, (iii) is received from a third party

without breach of any obligation owed to the Disclosing Party, or (iv) was independently

developed by the Receiving Party. The existence of this Agreement and the fact of

cooperation between the parties may be disclosed by either party.

7.2. Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall

use the same degree of care that it uses to protect the confidentiality of its own confidential

information of like kind (but in no event less than reasonable care) not to disclose or use any

Confidential Information of the Disclosing Party for any purpose outside the scope of this

Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the

Disclosing Party to those of its employees, contractors and agents who need such access for

purposes consistent with this Agreement and who have signed confidentiality agreements

with the Receiving Party containing protections no less stringent than those herein.

7.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is

compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior

notice of such compelled disclosure (to the extent legally permitted) and reasonable

assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the

disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s

Confidential Information as part of a civil proceeding to which the Disclosing Party is a party,and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse

the Receiving Party for its reasonable cost of compiling and providing secure access to such

Confidential Information.

7.4. Marketing Activities

a. The Customer grants approval to Cleeng to use the Customer’s company name and logo in

marketing collateral and Cleeng's web site.

b. The parties may decide to conduct additional marketing activities, including, but not

limited to: a) the development and joint issuance of news-oriented press releases: selection

release or go live release; b) the Customer serving as the subject for a written case study or

video case study on the selection and implementation of Cleeng’s solution; c) participate in

conferences, panels, podcasts, interviews and other public events.

c. All marketing materials and activities require mutual written approval from both parties

before publication or issuance.

8. WARRANTIES AND DISCLAIMERS

8.1. Cleeng’S Warranties

Cleeng warrants that: (i) it will perform all contracted services in a professional manner (ii) the

Subscription Services shall be performed materially in accordance with the Agreement and

the Documentation, and (iii) the functionality of Cleeng SaaS will not be materially decreased

during the Subscription Term. However, like any other technology product and service

provider Cleeng cannot warrant that, despite all of our efforts, the Subscription Services will

meet the Customer’s requirements, be error-free, provided with no interruptions or that

Cleeng is able to correct all errors. Cleeng will use commercially reasonable efforts to

minimize the consequences of any errors and interruptions. The warranties set forth in this

section shall not apply if (i) the Subscription Services are not used in accordance with the

Agreement or the Documentation, (ii) the non-conformity is caused by the Customer, the

Reseller Partner, or by any product or service not provided by Cleeng, or (iii) the Subscription

Services are provided on a beta, evaluation, or trial basis.

8.2. Mutual Warranties

Each party represents and warrants that (i) it has the legal power to enter into this

Agreement, and (ii) it will not transmit to the other party any Malicious Code.

8.3. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF

ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION

9.1. Indemnification by Cleeng

Cleeng will indemnify and defend the Customer from and against any claim brought by athird party against the Customer alleging that the Customer’s use of Cleeng SaaS as

permitted hereunder infringes or misappropriates a third party’s valid patent, copyright,

trademark or trade secret (an “IP Claim”). Cleeng shall, at Cleeng’s expense, defend such IP

Claim and pay damages finally awarded against the Customer in connection therewith,

including reasonable fees and expenses of attorneys engaged by Cleeng for such defense,

provided that (a) the Customer promptly notifies us of the threat or notice of such IP Claim;

(b) Cleeng will have sole, exclusive control and authority to select defense attorneys, defend

and/or settle any such IP Claim (however, Cleeng shall not settle or compromise any claim

that results in liability or admission of any liability by the Customer without the prior written

consent of the Customer); and (c) the Customer fully cooperate with us in connection

therewith. If use of Cleeng SaaS by the Customer, Users or Managed Users has become, or, in

our opinion, is likely to become, the subject of any such IP Claim, Cleeng may, at its option

and expense (i) procure for the Customer the right to continue using Cleeng SaaS as set forth

hereunder; (ii) replace or modify elements of Cleeng SaaS to make them non-infringing; or

(iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by

Cleeng, terminate the Customer’s subscription to Cleeng SaaS and repay the Customer, on a

pro-rata basis, any Fees paid to Cleeng for the unused portion of the Subscription Term for

Cleeng SaaS. Cleeng will have no liability or obligation under this Section 9.1. with respect to

any IP Claim if such claim is caused in whole or in part by (a)Cleeng’s compliance with

designs, data, instructions or specifications provided by the Customer; (b) modification of

Cleeng SaaS by anyone other than Cleeng or our personnel; or (c) the combination, operation

or use of Cleeng SaaS with other hardware or software where Cleeng SaaS would not by itself

be infringing.

9.2. Indemnification by the Customer

The Customer will defend and hold Cleeng harmless against any claim made or brought

against Cleeng by a third party, alleging that (i) Customers Data, (ii) Customer’s use of

Customers Data in the Subscription Services, (iii) Customer’s use of the Subscription Services

in violation of this Agreement, or (iv) Third-Party Services enabled by the Customer for use or

interoperation with the Subscription Services, infringe or misappropriate a third party’s valid

patent, copyright, trademark or trade secret, or (v) the Customer’s use of the Subscription

Services or any part thereof in breach of the provisions of this Agreement, any applicable law,

rule or regulation, infringes a third-party’s rights, and shall indemnify Cleeng for any damages

finally awarded against, and for reasonable attorney’s fees incurred by Cleeng in connection

with any such claim; provided, that Cleeng (a) promptly gives the Customer written notice of

the claim; (b) gives the Customer sole control of the defense and settlement of the claim

(provided that the Customer may not settle any claim unless the settlement unconditionally

releases Cleeng of all liability); and (c) provides to the Customer, at Customer’s expense, all

reasonable assistance.

9.3. Exclusive Remedy

This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s

exclusive remedy against, the other party for any type of claim described in this Section.
10. LIMITATION OF LIABILITY

10.1. Limitation of Liability

A PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR

IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE FEES, EXCLUDING

FEES FOR MERCHANT PRODUCT, PAID BY THE CUSTOMER TO CLEENG IN THE SIX MONTHS

PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION

WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE

THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT

OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. THE CUSTOMER

ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.1. IS TO

ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT

POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY

HIGHER IF CLEENG WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH

HEREIN. CLEENG HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO

PROVIDE THE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SUBSCRIPTION

SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION

10.1. SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM THE PARTIES’ IP CLAIMS

INDEMNITY OBLIGATIONS IN SECTION 9 OF THIS AGREEMENT.

10.2. Exclusion of Liability

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF

OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, LOST SALES, BUSINESS OR

REVENUES, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA

THE SUBSCRIPTION SERVICES OR OVER THE INTERNET THROUGH NO FAULT OF CLEENG),

BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR

FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL

OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES

INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS

AGREEMENT, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS

ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT

PROHIBITED BY LAW.

11. SUSPENSION OF SUBSCRIPTION SERVICES

a. Cleeng may suspend Customer’s or a User's access to and use of all or any part of the

Subscription Services if: (a) Customer or Reseller Partner fails to pay any undisputed Fee(s)

within 10 days of receiving written notice of non-payment; (b) Cleeng reasonably believes

Customer is in material breach of this Agreement, including Sections 3.2 (Customer’s

Responsibilities), 6.2 (Restrictions) or 13.3 (Anti-Money Laundering and KYC Compliance); (c)

Cleeng reasonably believes Customer's or any of its authorized users' actions risk harm to

other customers or the security, availability, or integrity of any of the Subscription Services; (d)

Cleeng reasonably believes that there is a substantial financial or regulatory risk associated

with the provision of the services to the Customer, until such risk is mitigated; or (e) Cleeng

reasonably believes that the Customer or any of its authorized users has violated or issuspected of violating any applicable law, including but not limited to Anti-Bribery laws,

Export Controls, Anti-Money Laundering (AML) laws, or any other applicable regulations.

b. Where practicable, Cleeng will use reasonable efforts to provide Customer with prior

written notice of such suspension. However, immediate action may be taken without prior

notice if required to prevent harm to Cleeng’s systems, other customers, or to comply with

legal or regulatory requirements, in which case Cleeng shall notify the Customer promptly

after the suspension is implemented.

c. Suspension shall remain in effect until the Customer has remedied the breach or violation

to the reasonable satisfaction of Cleeng. Cleeng shall restore access to the Subscription

Services as soon as reasonably practicable after the breach or violation is resolved.

d. During any period of suspension, the Customer shall remain responsible for all Fees and

charges due under this Agreement. Cleeng shall have no liability to the Customer or any third

party for any suspension of services in accordance with this clause.

12. SUBSCRIPTION TERM AND TERMINATION

12.1. Subscription Term

a. This Agreement becomes effective on the Effective Date and continues until the end of the

Subscription Term specified in an Order Form. A Subscription Term of one (1) year shall apply

if no term has been included in the Order Form.

b. Except as otherwise specified in an Order Form, the initial Subscription Term shall

automatically renew for additional periods of one (1) year, unless either party gives the other

notice on non-renewal at the latest six (6) months before the end of the then current

Subscription Term.

12.2. Revision of Fees

Without prejudice to sec. 5.3, the fees during any renewal term shall be the same as that

during the prior term unless Cleeng shall have given the Customer written notice of a pricing

increase at least seven (7) months before the end of such prior term, in which case the pricing

increase shall be effective upon renewal and thereafter.

12.3. Early Termination

a. The Customer shall be entitled to terminate the Agreement for convenience at any time,

however, no refund shall be made in the event of such termination for convenience, and all

Fees due under the Agreement, including, in particular, the Minimum Commitment Fees for

the Subscription Services until the end of the agreed term, shall be due and payable

immediately upon termination.

b. A party may terminate this Agreement if the other party becomes the subject of a petition

in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or

assignment for the benefit of creditors. The Customer may terminate this Agreement upon

30 days written notice to Cleeng of a material breach of this Agreement if such breach

remains uncured at the expiration of such period. Should the provision of any Subscription

Services become unlawful pursuant to any applicable law, or the Customer in material breach

of the Agreement, Cleeng shall be entitled to terminate the said Subscription Services or the

entire Agreement immediately, without incurring any liability or being obligated to provide

compensation (“Termination for Cause”).12.4. Consequences of Early Termination

a. Termination of this Agreement will not affect either party's existing rights or liabilities,

whether arising under this Agreement or by law.

b. Upon Termination for Cause by the Customer due to reasons attributable to Cleeng, Cleeng

shall refund the Customer any prepaid Fees covering the remainder of the Subscription Term

after the effective date of termination. Upon Termination for Cause by Cleeng due to reasons

attributable to Customer, the Customer shall pay any unpaid fees covering the remainder of

the Subscription Term after the effective date of termination.

c. In no event shall any termination relieve the Customer of the obligation to pay any fees

payable to Cleeng for the period prior to the effective date of termination.

12.5. Return of Customers Data

The Customer will have access to Cleeng SaaS for a period of three (3) months after the

termination of the Agreement in order for the Customer to download data from Cleeng SaaS.

Cleeng is not obliged to retain the Customers Data after this three (3) month period and

Cleeng may need to store certain data after the termination pursuant to applicable laws and

regulations. In the event of a Termination for Cause by Cleeng due to reasons attributable to

Customer, Cleeng is entitled to shorten the period of the data retention upon prior notice to

the Customer.

12.6. Surviving Provisions

a. Section 5 (Fees and Payment), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9

(Indemnification), 10 (Limitation of Liability), 12.4 (Consequences of Early Termination), 12.5

(Return of Customers Data), and 14 (Miscellaneous) shall survive any termination or expiration

of this Agreement.

b. The Parties waive the right to rescind the Agreement. Article 6:265 of the Dutch Civil Code

is excluded.

12.7. Cleeng pay-as-you-go plans (Pro / Pro+ or similar)

a. This section 12.7. and its subsections apply only if a Customer signs up for a Cleeng

pay-as-you-go plan as part of the Agreement. It shall not apply to any other plan (such as

enterprise or similar).

b. The Fee(s) the Customer is charged for the use of the Subscription Services within such

pay-as-you-go plan are defined on the Cleeng’s Pricing website and in the Documentation,

and are based on the Customer’s use of the Subscription Services during a given calendar

month. From time to time, Cleeng may adjust the Fees, with changes taking effect on the

first day of the next calendar month. Any adjustments will be introduced thoughtfully and in

a fair manner. Fees under such a plan will be billed on a monthly basis, per calendar month,

in arrears.

c. The Customer must always maintain a current and valid payment method within Cleeng

SaaS that allows for successful charges. This ensures all accrued Fees for a billing cycle are

collected at the end of each month, immediately following invoice issuance by Cleeng.

Should the payment method be invalid, expired, or otherwise unchargeable, the Customer

will be deemed in breach of this Agreement. In such an event, Cleeng reserves the right tosuspend the Subscription Services until payment is received or to terminate the Agreement.

If the Customer has activated the Merchant Product, and to the extent that Collected Funds

are sufficient, all Fees, along with all Service-Related Fees as detailed in the Merchant

Schedule, will be deducted from the funds collected within that calendar month.

d. For pay-as-you-go plans, the Subscription Term is month-to-month, starting on the Start

Date with calendar monthly settlement periods beginning on the 1st. Either Party may

terminate this Agreement at any time by providing notice, with termination effective at the

end of the current calendar month.

e. Cleeng reserves the right to deactivate the Customer's account and terminate this

Agreement with immediate effect, without prior notice, if there is no use of the Subscription

Services for a continuous period of three (3) full calendar months ("Dormancy Period").

f. The Customer will not be entitled to a refund of any Fees paid to Cleeng for the access and

usage of Subscription Services during the Subscription Term.

g. Unless specifically regulated otherwise in this section, all the other terms of the Agreement

apply.

13. EXPORT COMPLIANCE, ANTI-BRIBERY, ANTI-MONEY LAUNDERING AND KYC

13.1 Export compliance

In the performance of their obligations under this Agreement, each party shall adhere to all

applicable Sanctions Laws, inclusive of export controls. Each party hereby represents that it is

not a Restricted Person. The Customer shall refrain from permitting access to, or use of, the

Subscription Services by (a) Restricted Persons, (b) Users or Managed Users situated within

Restricted Jurisdictions, or (c) in any manner that would contravene Sanctions Laws. Cleeng

shall bear no obligation or liability in the event that governmental or regulatory action

restricts access to the Subscription Services. The Customer acknowledges and agrees that

this Agreement and any Order Form expressly preclude any right of access to the

Subscription Services from jurisdictions wherein such governmental or regulatory restriction

is in effect. Cleeng reserves the unconditional right to decline to enter into, or to terminate, a

contractual relationship with any entity or individual on the basis of export control

restrictions, embargoes, sanctions, or other legally permissible considerations.

13.2. Anti-Bribery and Corruption

a. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including

but not limited to the Dutch Criminal Code (Wetboek van Strafrecht), the UK Bribery Act 2010,

the U.S. Foreign Corrupt Practices Act (FCPA), and any other relevant legislation. Neither Party

shall, directly or indirectly, offer, promise, give, solicit, or accept any bribe, facilitation payment,

inducement, or improper advantage in connection with this Agreement. Each Party shall

implement and maintain adequate procedures to prevent bribery and corruption.

b. If a Party becomes aware of any breach or suspected breach of this clause, it shall promptly

notify the other Party and provide reasonable assistance in any investigation. A breach of this

clause shall be deemed a material breach, entitling the non-breaching Party to terminate this

Agreement with immediate effect and seek any applicable remedies under law.

13.3. Anti-Money Laundering and KYC Compliance

The Customer acknowledges and agrees that it shall comply with all applicable anti-moneylaundering laws, regulations, directives, and Know Your Customer (KYC) requirements. The

Customer shall provide all necessary information and documentation required for its KYC

verification and verification of Users, and shall cooperate fully with Cleeng in any related

investigations, audits, or inquiries. The Customer warrants that all information provided is

accurate and up-to-date. The Customer shall not use the Cleeng SaaS in connection with any

activity that violates such laws, regulations, or KYC obligations.

14. MISCELLANEOUS

14.1. Force Majeure

a. Neither party shall be responsible for delays or non-performance, except for the Customer’s

obligation to pay Fees, due to causes or occurrences beyond its, its suppliers’ or its

sub-contractors’ control, including, but not limited to, civil disobedience, casualty or accident,

war, hostility or sabotage, labor disputes, acts of terrorism, government actions, electronic

breakdowns, failure by Internet providers or the like that is not caused by the obligated party

(Force Majeure Event). If either party is affected by a Force Majeure Event it shall as soon as

reasonably practical notify the other party in writing, and take all reasonable steps to mitigate

the effect of the Force Majeure Event.

b. If such an event continues for more than thirty (30) days, either of us may cancel

unperformed Services upon written notice. This section does not excuse either party’s

obligation to take reasonable steps to follow normal disaster recovery procedures or any

obligation to pay for Services. In the event of termination, and if applicable, Cleeng will refund

prepaid fees for terminated Services for the period following the effective date of termination.

14.2. Notices

Except as otherwise specified in this Agreement or Order Form, all notices, permissions and

approvals hereunder shall be in writing and shall be deemed to have been given upon: (i)

personal delivery, (ii) the second business day after mailing, or (iii) the first business day after

sending by email. Notices to the Customer shall be addressed to the system administrator

designated by the Customer for the Customer’s Subscription Services account, and in the

case of billing-related notices, to the relevant billing contact designated by the Customer.

Notices to Cleeng shall be addressed to legal@cleeng.com.

14.3. Personal Data

Should Cleeng collect, store and process the Customer’s personal data as part of the

Subscription Services it will be deemed to do so, except when providing Merchant Product

(as regulated under the Merchant Schedule), only on behalf of the Customer and on the

Customer’s instructions, as a data processor, for the purpose of performing its contractual

undertakings arising from this Agreement. Processing of personal data under Agreement is

governed by the terms set out in the Data Processing Addendum (“DPA”) available on the

website: https://cleeng.com/data-processing-agreement. The DPA constitutes an integral part

of the Agreement, is hereby incorporated to it by reference and is deemed valid without the

necessity to put parties’ written signatures in the body of DPA. Either party’s acceptance of

Agreement constitutes the party’s agreement to the DPA, its schedules (including EU

Standard Contractual Clauses, if applicable) and appendices.
14.4. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall

constitute a waiver of that right. Other than as expressly stated herein, the remedies provided

herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.5. Severability

If any provision of this Agreement is found to be illegal, invalid or unenforceable, the provision

shall be modified and interpreted so as best to accomplish the objectives of the original

provision to the fullest extent permitted by law, and the remaining provisions of this

Agreement shall remain in effect.

14.6. Assignment

Neither party may assign any of its rights or obligations hereunder without the prior written

consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing,

Cleeng may without the consent of the Customer assign its rights and obligations to (i) a

company in which Cleeng owns more than 50 per cent of the votes or to a company which

owns more than 50 per cent of the votes in Cleeng and (ii) a third party which acquires by way

of an asset transaction a business or a division from Cleeng.

14.7. Amendments

This Agreement may only be amended by a written agreement between the parties, setting

out a clear intention of the parties to amend the terms and conditions of this Agreement and

signed by the requisite number of authorized signatories of each party.

14.8. Entire Agreement

a. The terms specified in this Master Subscription Agreement and in Schedule 1 - SLA shall

apply to any applicable Order Forms that may be signed by the parties for the provision of

any Subscription Services.

b. The Agreement, including all Order Forms, the SLA, Merchant Schedule, SoW and addenda

hereto contains all the terms and conditions agreed between the parties regarding its

subject matter and supersedes any prior agreement, understanding or arrangement

between the parties, whether oral or in writing. No representation, undertaking or promise

shall be deemed to have been given or implied from anything said or written in negotiations

between the parties prior to this Agreement except as expressly stated in this Agreement.

Neither Party shall have any remedy in respect of any untrue statement made by the other

upon which that party relied in entering into this Agreement (unless such untrue statement

was made fraudulently) and that Party's only remedies shall be for breach of contract as

provided in this Agreement.

14.9. Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws

of the Netherlands, without reference to the choice of law provisions thereof and the

applicability of the United Nations Convention on Contracts for the International Sale of

Goods 1980, which is excluded.
14.10. Disputes

a. Before resorting to any legal proceedings, the parties agree to use their best efforts to

negotiate in good faith and settle any dispute that may arise.

b. All disputes arising in connection with the Agreement or further agreements resulting

therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands

Arbitration Institute (NAI). The place of arbitration shall be Amsterdam, the Netherlands, and

procedural laws of the Netherlands shall apply to the arbitration procedure. The proceedings

shall be conducted in English. The arbitral tribunal shall consist of three arbitrators and

decide according to the rule of law.

Version 26 August 2025