SOFTWARE LICENSE AGREEMENT

between
AMERIA AG,
with business address at Palo-Alto-Platz 1, 69124 Heidelberg, Germany
(“AMERIA”)

and
the respective person or organization that agrees to these terms
(“Licensee”)

(AMERIA and Licensee jointly the “Parties” and each individually “Party”)

Preamble

A. AMERIA is a leading European deep-tech company based in Heidelberg, Germany, shaping the future of human-machine interaction through new digital technologies. By combining self-developed hardware and software solutions, AMERIA has developed patent-protected, world-leading technical standards for gesture control. .

B. AMERIA is the developer of AMERIA StarKit, a software and hardware solution (“StarKit”), which includes a gesture control software (“Gesture Control Software”), the Template App (“Template App”) (together the “Software”) and AMERIA’s hardware accessories (“AMERIA’s Hardware Accessories”). AMERIA’s Hardware Accessories are not available separately but are integrated into the Spatial Reality Display (“SRD”) purchased by the Licensee.

C. The Licensee desires to use StarKit in connection with the SRD and therefore obtain a License to use the Gesture Control Software (“Touch-Free License”) and a License to use the Template App (“Template App License”) (together “each License” or the "Licenses"), subject to the terms and conditions of this agreement (“Agreement”).

D. SRDs are not supplied by AMERIA under this Agreement.

E. Accordingly, the Parties agree to enter into this Agreement to define the terms and conditions under which Licensee is granted rights to install and use the Software.

NOW, THEREFORE, the Parties agree as follows:

1. Subject Matter of the Agreement

1.1 The subject matter of this Agreement is the provision of license rights for the Software, including the Touch-Free License and the Template App License, as further described in Section 2. and in Appendix A (Functional Specification). This Agree-ment applies only to Licensees who have purchased AMERIA Hardware Accessories together with the SRD.

1.2 This Agreement permits the Licensee to use the Software without granting license rights to the source code of the Software.

1.3 In addition to AMERIA’s General Terms and Conditions, this Agreement governs the temporary provision of the Software for use. In the event of any conflict or inconsistency between this Agreement and AMERIA’s General Terms and Conditions, the terms of this Agreement shall prevail.

1.4 The Licenses include the latest versions of the Software that the Licensee installs on the SRD during the term of the Agreement, including updates and upgrades. No rights are granted under this Agreement to any prior, uninstalled or superseded versions of the Software, which shall be deemed unlicensed once a later version is installed.

1.5 Ancillary services, including without limitation maintenance other than that necessary to preserve the contractually agreed use, the installation or configuration of the Software, and any consultancy or training, are not included within the scope of this Agreement and shall only be provided if and to the extent separately agreed between the Parties. For support services see clause 4.

1.6 The Licensee will be provided with user manuals for installing AMERIA’s Hardware Accessories and the Software in printed form together with AMERIA’s Hardware Accessories. The user manuals are available for download via AMERIA’s download portal ([https://ameria.com/resources/starkit-download-portal]).

2. Licenses

2.1 AMERIA grants the Licensee for the term and the purposes of this Agreement non-transferable, non-exclusive locally unrestricted Licenses to use the Software.

2.2 The right to use includes the right to install and operate the Software on a SRD directly owned by the Licensee. The Software can be downloaded through AMERIA’s download portal (https://ameria.com/resources/starkit-download-portal).

2.3 The Software is proprietary development of AMERIA. Except for the limited, revocable Licenses expressly granted to the Licensee under this Agreement, this Agreement does not grant the Licensee, implicitly or otherwise, any ownership rights, other rights or claims to the Software or any other intellectual property rights of AMERIA.

2.4 The Licensee agrees not to copy, modify, reverse-engineer, decompile, disassemble, license, transfer, distribute, publish or otherwise use the Software or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software unless this is expressly permitted by this Agreement or by law in accordance with § 69e German Copyright Act (Urheberrechtsgesetz – “UrhG”). The Licensee shall not employ the Software for any purpose other than its own use, except as provided for in this Agreement. Furthermore, the Licensee is not granted any rights to develop, create, commission, or have created any derivative works, extensions, adaptations, interfaces, plug-ins, modules, or any other independently developed software based on, interacting with, or derived from the Software. All independent development rights remain exclusively with AMERIA.

2.5 The Licenses are granted on a device-bound basis tied to the SRD purchased by the Licensee required for the operation of the Software. The Licenses entitle the Licensee to install and use the Software on one SRD. Any number of natural persons may use the Software on the SRD in the ordinary course of the Licensee’s business or non-commercial purposes; there is no separate per-user entitlement. Installation or use on additional SRDs requires separate licenses. Virtualization, multi-tenancy, or server-based central deployment for multiple endpoints is not permitted. The Software cannot be used without AMERIA’s Hardware Accessories, and AMERIA is under no obligation to enable or support any such use.

2.6 This Agreement does not grant any rights, licenses, or permissions to any content or content development provided by AMERIA, including without limitation 3D models, text, images, videos, or other creative works or assets.

2.7 Without prejudice to the termination rights under clause 7, AMERIA shall ensure that the Software is available for the duration of the Agreement (see clause 7.1). The Licenses granted under this Agreement shall cease upon termination of this Agreement.

3. Updates and Patches

3.1 For the purposes of this Agreement: (a) an “Update” means a modification, improvement or new minor version of the Software made generally available by AMERIA, which may include enhancements, performance improvements, minor new features and other changes that do not materially alter the core functionality or architecture of the Software; (b) a “Patch” means a hotfix or other corrective change for the primary purpose of remedying defects, errors or vulnerabilities, including security vulnerabilities, without adding material new functionality; and (c) a “Release” means a new major version of the Software that introduces material changes to functionality, architecture or compatibility.

3.2 AMERIA may, from time to time and at its discretion, make available Updates, Patches and, where applicable, new Releases, through AMERIA’s download portal (https://ameria.com/resources/download-starkit), which is the exclusive delivery channel under this Agreement unless AMERIA notifies the Licensee otherwise in writing. The Licensee is responsible for timely download, installation, and implementation of all Updates and Patches on the relevant SRDs in accordance with AMERIA’s instructions and system requirements.

3.3 The Licensee acknowledges and agrees that failure to install Updates and Patches in a timely manner may result in increased security exposure and may lead to degraded, impaired or limited functionality of the Software, including potential interruptions or failures under certain operating conditions. AMERIA does not warrant or assure proper functioning, performance, compatibility, security or support of the Software where Updates and Patches made available by AMERIA have not been duly installed.

3.4 AMERIA will reasonably identify and mark Updates and Patches that AMERIA considers to be critical, including those addressing significant security vulnerabilities or material stability issues, and will inform the Licensee of particular risks associated with not installing such critical Updates or Patches.

3.5 From time to time, and particularly in connection with substantial changes to the Software, AMERIA may make available new Releases. The availability of new Releases shall be determined by AMERIA and communicated to the Licensee.

4. Support Services

4.1 AMERIA provides remote third-level support services for the Licensee (“Third-Level Support”) during the term of this Agreement. Third-Level Support covers analysis and resolution of Software defects and issues that persist after first- and second-level support has been performed by the Licensee’s integration partner(s). “First-Level Support” is the initial point of contact, handling routine and straightforward issues such as password resets or basic troubleshooting. “Second-Level Support” consists of more experienced technical specialists who take on escalated issues that could not be resolved at the first level, performing in-depth analysis and troubleshoot-ing. First-Level Support and Second-Level Support are not subject of this Agreement.

4.2 Third-Level Support does not include: (i) on-site services; (ii) hardware installation, configuration, repair, or replacement; (iii) third-party software support; (iv) custom development, change requests, architectural changes or feature creation / implemen-tation or (v) content creation or modification (including 3D models, fonts, images, text, audio, and video).

4.3 Access to Third-Level Support is contingent upon Licensee: (i) operating the Software on a SRD; (ii) using the then-current Release, including installation of any Patches or Updates provided by AMERIA; (iii) providing AMERIA with timely, detailed error reports, logs, screenshots, steps to reproduce, and reasonable remote access for diagnosis; (iv) ensuring internet availability and (v) ensuring that first- and second-level triage has been completed by the Licensee prior to escalation to AMERIA.

4.4 AMERIA does not guarantee response or resolution times.

4.5 Third-Level Support is available Monday through Friday from 08:00 to 18:00 CET, excluding public holidays in the state of Baden-Württemberg, Germany.Support re-quests are to be directed exclusively to support@ameria.com.

4.6 Third-Level Support shall be covered by the fees pursuant to section 6.

5. Change Requests

AMERIA has no obligation to implement or comply with change requests from the Licensee regarding the Software.

6. Fees

6.1 The Licenses are subject to an annual license fee.

6.2 The annual license fee for the Licenses for the initial twelve (12) months is included in, and deemed economically satisfied by, the purchase price of the SRD acquired by the Licensee. AMERIA will not charge, and the Licensee shall have no payment obligations to AMERIA in respect of the licence fee for that initial twelve (12) month period. AMERIA is not a party to, and assumes no responsibility for, such third-party purchase agreement or its pricing, delivery, or payment terms.

6.3 Starting with the second year, and for each subsequent year of the term of the Agreement, the annual license fee in the total amount of EUR 1,800.00 exclusive of value-added tax (VAT) is payable directly to AMERIA in advance for the applicable twelve (12)-month renewal period. The renewal period commences on each anniversary of the conclusion of this Agreement.

6.4 All payments will be made in Euro (EUR) and are due within 30 days of invoice. Payment shall be made by bank transfer to the bank account specified in the invoice.

7. Term, Termination, Consequences of Termination

7.1 This Agreement has an initial term of one (1) year. It will automatically renew for successive one (1) year periods unless either Party terminates this Agreement by giving at least thirty (30) days’ prior written notice before the end of the then-current term.

7.2 The right to extraordinary termination remains unaffected. A right to extraordinary termination exists, inter alia, if a Party culpably violates essential obligations of this Agreement and fails to remedy the violation within a reasonable period of time (whereby the Parties generally consider thirty (30) days to be reasonable) despite a written warning. A warning shall not be required if the breach cannot be remedied, a warning is futile or the party entitled to terminate the Agreement cannot reasonably be expected to do so. For the avoidance of doubt, any failure by the Licensee to pay un-disputed fees when due shall constitute a material breach and may be subject to a shorter cure period of ten (10) days.

7.3 Upon termination or expiry of this Agreement for any reason: the rights and Licences granted to the Licensee shall immediately cease, and the Licensee shall promptly cease all access to and use of the Software. Further, the Licensee shall, without undue delay, return to AMERIA all contractual items and materials provided by AMERIA, and permanently delete all copies of the Software (including any backup or archival copies).

7.4 Any notice under this clause 7 shall be in writing or in text form (including email).

8. Final Provisions

8.1 Amendments or additions to this Agreement must be made in writing or text form (e.g. by email) to be effective. This shall also apply to amendments of this form requirement.

8.2 This Agreement shall be governed by the laws of the Federal Republic of Germany excluding German conflict of laws provisions, excluding the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).

8.3 The exclusive place of jurisdiction for all disputes arising in connection with this Agreement is AMERIA’s place of business, provided that the Licensee is a merchant, a legal entity under public law, or a special fund under public law. In all other respects, the statutory provisions shall apply.

8.4 Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining terms. The Parties shall in such an event be obliged to cooperate in the creation of terms which achieve such legally valid result as comes clos-est commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.

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