LICENSE

Copyright (C) 2016  Melis Technology

MELIS TECHNLOGY PREMIUM VERSIONS END USER LICENSE AGREEMENT (EULA)
This End-User License Agreement (this « Agreement ») is a legal contract between Licensee, as either an individual or a single
business entity (« the Licensee »), and Melis Technology SAS and its affiliates (« Melis Technology » or « Melis »).
MELIS PREMIUM VERSION OR MELIS TECHNOLOGY PREMIUM VERSION OR MELIS PREMIUM SOFTWARE MEANS ANY OF THE 3 FOLLOWING VERSIONS :
MELIS PLATFORM SMALL BUSINESS EDITION, MELIS PLATFORM PROFESSIONAL EDITION, MELIS PLATFORM ENTERPRISE EDITION.
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING MELIS PREMIUM VERSION (« THE SOFTWARE »).
BY CLICKING “I ACCEPT” OR DOWNLOADING, INSTALLING OR USING MELIS PREMIUM SOFTWARE (« THE SOFTWARE ») OR BY ENTERING INTO AN ORDER WHICH
REFERENCES AND PROVIDES SOURCE INFORMATION NECESSARY FOR ACCESSING AND REVIEWING THIS AGREEMENT LICENSEE ACKNOWLEDGES THAT LICENSEE IS AN
AUTHORIZED REPRESENTATIVE OF LICENSEE’S ORGANIZATION AND HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT LICENSEE ACCEPTS AND AGREE TO
BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.
IF LICENSEE IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD TERMINATE THE DOWNLOAD OR INSTALLATION PROCESS,
AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. ALONG WITH MELIS PREMIUM VERSIONS SUPPORT SERVICES AGREEMENT, THIS AGREEMENT, INCLUDING
ANY ORDERS, REPRESENTS THE ENTIRE AGREEMENT BETWEEN LICENSEE AND MELIS CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERCEDES AND REPLACES
ANY PRIOR REPRESENTATION OR PROPOSAL, ORAL OR WRITTEN, INCLUDING ANY ONLINE (CLICK-THROUGH) AGREEMENT WHICH LICENSEE MAY HAVE ACCEPTED IN
CONJUNCTION WITH THE DOWNLOADING OF THE SOFTWARE, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF,
OR UNDERSTANDING LICENSEE MAY HAVE HAD WITH MELIS RELATING TO THE SOFTWARE UNLESS LICENSEE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT
SIGNED BY MELIS THAT EXPRESSLY AMENDS THIS AGREEMENT.
THE SOFTWARE IS FURTHER DEFINED IN AN ORDER DOCUMENT (AN « ORDER »), ENTERED INTO BETWEEN LICENSEE AND MELIS OR LICENSEE AND A MELIS
RESELLER, WHICH SETS FORTH COMMERCIAL TERMS APPLICABLE TO LICENSEE’S PURCHASE OF THE SOFTWARE.

1. Definitions

1.1. Designated Server.
"Designated Server" shall mean the Server specified in a Melis or Melis Reseller Order Form with respect to a particular Software license.
Such Server may be that of a third- party under nondisclosure obligations that will host the Software for the benefit of Licensee.


1.2. Server.
"Server" means each physical or virtual server from which a single instance of the Software is accessed and used either for production
purposes ("Production Server Instance") or for non-production purposes, such as development, testing, training and other non-operational
business transactions ("Non-Production Server Instance"). For example, if one server contains two (2) instances of the Software, i.e., one
Production Server Instance and one Non-Production Server Instance, then a Server license is required for each of such instances; development
in-house and by third-party consultants requires licenses for two Non-Production Server Instances.

1.3. Proprietary Material.
"Proprietary Material" means the Software, related documentation, and all parts, copies and modifications thereof, and any other information,
in whatever form, received by Licensee hereunder, provided, however, such information shall not be deemed Proprietary Material if it (i) is
or becomes a part of the public domain through no act or omission of Licensee; or (ii) was in Licensee's lawful possession prior to the
disclosure and had not been obtained by Licensee from Melis; or (iii) is lawfully disclosed to Licensee by a third party without restriction
on disclosure.

1.4. Software.
"Software" means Melis's Development Platform software solution known as the Melis™ Premium versions, all subject to licensee’s payent of
applicable fees, provided solely in source code, including associated technical documentation, and all Updates thereof furnished to Licensee
as part of Support Services. Except as otherwise specified herein, the term Software includes certain open source software programs described
in Section 4.3. "Software" does not include any Modifications.

1.5. Modifications.
"Modifications" means any code developed by Licensee or any third party, including without limitation, configuration, integrations,
implementations, or localizations to the external layer of the core, baseline Software product. The term "Modifications" excludes Updates.

1.4 Updates.
"Updates" means all published revisions and corrections to the printed documentation and corrections and new releases of the Software which
are generally made available to Melis's supported customers at no additional cost or for media and handling charges only. Updates shall not
include any options or future products which Melis sells separately.


2. LICENSE

2.1. Grant of License.
Subject to Licensee's payment of the applicable fees and to Licensee's compliance with other terms and conditions of this Agreement, Melis
grants Licensee a non exclusive, non-transferable, non-assignable, non-sublicensable, license to copy the Software for the purpose of
installing and using it on a machine-readable, object code form only (« the computer »), and solely for internal purposes, in accordance with
the Software's technical documentation (« the documentation ») and solely during the periods and on the maximum number of Designated Servers
specified in one or more applicable Melis or Melis-authorized reseller ordering schedules (the « Melis Order Form ») executed with Licensee.
For the purpose of this agreement, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software
made available to Licensee by Melis. Notwithstanding the foregoing, Melis shall be under no obligation to provide any updates, enhancements,
modifications, revisions, or additions to the Software.
Melis shall provide to Licensee an initial copy of the Software, including the associated technical documentation, for use by Licensee in
accordance with this Agreement

2.2 Scope of Use and term of Licensee’s license.
Licensee may use the Software for the number of computers (virtual or physical) owned, leased, or otherwise controlled by Licensee, at rates
specified for metered usage, as specified in an Order. An Order may also specify other applicable license scope definitions. The term of
Licensee’s license is as set forth in the Order.
If the Order does not state a scope of license, then the scope of license for the Software shall be for a single computer or shall be metered
at the applicable rate.
If the Order does not state a term, then the term of the license shall be for a period of one (1) year from the earlier of Licensee’s download
or installation of the Software. The term of Licensee’s license is renewable on terms set forth in the Order or otherwise as agreed by Melis.
Licensee shall implement reasonable controls to ensure that it does not exceed the maximum number of licensed Servers of the Software.
In the event that Licensee's actual number of Servers of a particular Software license exceeds the licensed number of Designated Servers on
such license, Licensee shall promptly provide Melis with written notice and pay Melis the fees required to license such additional Server(s)
in accordance with the commercial terms set out in the Melis Order Form or Melis reseller Order Form.
Melis reserves the right to audit Licensee's use of the Software during normal business hours, upon reasonable notice,  to verify compliance
with the commercial terms, the terms of this agreement and to include means within the Software to limit Licensee's use of the Software to the
licensed number of Servers.
Melis reserves the right to gather data on license key usage including license key numbers, server IP addresses, domain counts and other
information deemed relevant, to ensure that our products are being used in accordance with the terms of this Agreement.

2.3. Zend Server distribution.
Melis Technology premium versions embed Zend Server product from Zend Technologies Ltd and Melis is authorized to distribute the entire Zend
Server products combined with Melis products, provided (i) Licensee does not make any modifications to Zend Server (ii) licensee does not
modify or remove any proprietary rights notices or markings, (iv) Licensee does not transfer Melis or Zend Server license keys, (iv) Licensee
does not use Zend Server products and keys to run any other software than Melis products, (v) Licensee complies with Zend Technologies Ltd
End User License Agreement available on Zend Website https://www.zend.com/topics/License-EULA.
If Zend Server license key expires and is not renewed, Zend Server will continue to operate with only reduced functionality. This reduced
functionality version licensed on a perpetual basis, without charge, subject to compliance with the terms of this agreement.

2.4. Confidentiality.
Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Software or to view the Documentation.
Except as expressly authorized by this Agreement, Licensee shall not make available the Software, Documentation, or any license key to any
third party. Licensee will use Licensee’s best efforts to cooperate with and assist Melis in identifying and preventing any unauthorized use,
copying, or disclosure of the Software, Documentation, or any portion thereof.

2.5. Backup.
Licensee is authorized to use the Software on a single substitute or backup Server on a temporary basis without charge any time a Designated
Server is inoperative due to a malfunction beyond the control of Licensee. Licensee may transfer the Software on a permanent basis to a
single replacement Server without charge. Licensee agrees to provide Melis with written notice, including the Server type and operating
system, of any such transfer to a backup or replacement Server within ten (10) days thereafter.

2.6. Fees on open source version.
Licensee acknowledges that portions of the Software are also freely available to the public under Melis's open source version of the Software,
known as Melis Platform Community Edition, subject to certain conditions, with limited warranties and other limited assurances, and without
service or support. As an express condition for the license granted hereunder, Licensee agrees that any use during the term of this Agreement
of such open source versions of the Software, whether in a Production Server Instance or a Non-Production Server Instance, shall be deemed
use of the Software for purposes of the calculation of fees payable under the Agreement.

2.7. Derivative works.
Melis also grants Licensee the right to modify and create derivative works of the Software. Licensee may contribute the rights in any of
those derivative works back to Melis. Licensee may contact Melis for more information regarding contributions of derivative works rights to
Melis.
Regardless of whether Licensee contributes such derivative works rights to Melis, Licensee hereby grants Melis a perpetual and irrevocable
(irrespective of the expiration or termination of this Agreement), nonexclusive, transferable, worldwide, and royalty-free license to
reproduce, create derivative works of, distribute, perform, and display any derivative works of the Software developed by or for Licensee,
and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.

2.8. License Violations and Remedies.
Exceedances use that has not been promptly pay in accordance with the commercial terms to Melis or Melis reseller by the licensee or any
unauthorized use shall be considered by Melis to be a violation of this Agreement. Melis reserves the right to charge the then-current list
price of unauthorized Software or Zend Server license keys or to exercise remedies available at equity or law.

2.9. License Automatic Update and Expiration.
Licensee license may include an expiration date that can result in the termination of the license. For limited-term licenses, Licensee’s
periodic payment must be processed prior to the expiration date in order for the license updates to be performed. It is Licensee’s
responsibility to contact Melis regarding any potential expiration that Licensee deems inappropriate. Melis shall not be liable for any
damages or costs incurred in connection with the expired licenses.

2.10. Illegal usage.
If Licenses’s Zend Server license key is stolen, or if Licensee suspects any improper or illegal usage of Licensee’s download or Zend Server
license key outside of Licensee’s control Licensee should promptly notify Melis of such occurrence. A replacement of Zend Server license
will be issued to Licensee and the suspect license will be allowed to expire.


3. LICENSE EXCLUSION, ASSIGMENT AND RESTRICTIONS

3.1. License use.
Except as expressly authorized herein, Licensee shall not:
a/ use or deploy the Software on any Server in excess of the number of Designated Servers specified in the applicable Melis or Melis
Reseller Order Form;
b/ sublicense, distribute, rent, lease, disclose, market or offer remote computing services, networking, batch processing or transfer of, the
Software or the Documentation or License Keys as granted by this agreement to any third party, or permit any person or entity to have access
to the Software by means of a time sharing, networking, batch processing, remote computing services or service bureau without prior written
consent of Melis.

3.2 Assignment.
Licensee may not assign licensee’s rights under this Agreement and any attempted assignment shall be void and of no effect. Melis may assign
its rights and obligations under this Agreement.

3.3 Restrictions about third party products embed into Melis.
Licensee may not reverse engineer, decompile, disassemble, or otherwise translate the source parts of the Software or any license keys Licensee
has obtained. Licensee may not modify or adapt this source parts of the Software or any license keys that Licensee has obtained in any way.

3.4. Copy of the third party products embed into Melis and provided with the Software.
Licensee may make one copy of the third party products and documentation, and any license keys that Licensee has obtained, solely for backup
or archival purposes. Any such copies of the third party products and documentation, or license keys shall include any copyright or other
proprietary notices that were included on such materials when Licensee first received them. Except as authorized in this Section, no copies
of the third party products and Documentation, or license keys, or any portions thereof, may be made or distributed by Licensee or any person
under licensee’s authority or control.

3.5. Export Restrictions
THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE
SOFTWARE OR DOCUMENTATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENTS OF EUROPEAN UNION STATES OR ANY OTHER
GOVERNMENT.
LICENSEE SHALL NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE
WRITTEN CONSENT OF MELIS AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

3.6. United States Government Restricted Rights.
If the Software is acquired by or on behalf of a unit or agency of the U.S. Government, the US Government agrees that such Product is
"commercial computer software" or "commercial computer software documentation" and that, absent a written agreement to the contrary, the US
Government's rights with respect thereto are limited by the terms of this Agreement, pursuant to applicable FAR and/or DFARS and successor
regulations.


4. PROPRIETARY RIGHTS TO SOFTWARE AND TRADEMARKS

4.1. Proprietary Rights to Software and Documentation.
Licensee acknowledges that the Software and the Documentation are proprietary to Melis, and the Software and Documentation are protected under
French copyright law and international treaties. Licensee further acknowledges and agrees that, as between Licensee and Melis, Melis owns and
shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property
rights under copyright, trade secret, patent, or trademark laws.
This Agreement does not grant Licensee any ownership interest in or to the Software or the Documentation, but only a limited right of use that
is revocable in accordance with the terms of this Agreement.
Melis or its third party providers retains title to all portions of the Software or Documentation and other Proprietary Materials and any
copies thereof.
The Proprietary Materials contain valuable proprietary information, and Licensee shall not disclose them to anyone other than those of its
employees or consultants under written nondisclosure obligations at least as restrictive as those contained in this Agreement, having a need
to know for purposes consistent with this Agreement. Licensee shall be responsible for the compliance of such employees or consultants.
Licensee shall affix, to each full or partial copy of the Software or Documentation made by Licensee, all copyright and proprietary information
notices as were affixed to the original. The obligations set forth in this Section shall survive termination of this Agreement.

4.2. Proprietary Rights to Trademarks.
Any and all trademarks or service marks that Melis uses in connection with the Software or with services rendered by Melis are marks owned by
Melis or Third Party providers.
This Agreement does not grant Licensee any right, license, Melis trademark, trade name or service mark or interest in such marks, and Licensee
shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

4.3. Third Party License Terms.
Licensee acknowledges that the Software includes certain open source or proprietary softwares which are governed by the applicable license terms
thereof. A list of such open source and proprietary software, as amended from time to time, including the links applicable to such open source
and proprietary softwares are specified in the product softwares bundled within the Software, and the Software is subject to the provisions of
such license agreements, and in the event of any contradiction between the provisions of this Agreement and the provisions of such applicable
license agreement, the provisions of the applicable open source or proprietary license agreement shall prevail solely with respect to such open
source or proprietary software products.


5. PATENT AND INDEMNIFICATIONS

Subject to the limitations in Section 8, for such time as Licensee is entitled to receive Support Services (as defined into Melis Technology
Support Agreement), Melis shall defend and indemnify Licensee for damages and reasonable costs finally incurred in any suit or claim brought
against Licensee allegating that the Software (which, for the purposes of this Section 5, means the Software as delivered by Melis, excluding
the open source or proprietary software programs described in Section 4.3) as permitted in this Agreement directly infringes such third party's
patent or copyright, trade secret or similar right, provided that Licensee complies with the requirements of this Section.

Licensee will (a) provide Melis prompt written notice of any claim that the Software infringes any intellectual property rights, (b) provide
Melis with all information and assistance requested of it with respect to any such claim, and (c) offer Melis sole and complete authority to
defend and/or settle any and all such claims.

In the event that a court holds that the Software, or if Melis believes a court may hold that the Software, infringes the intellectual property
rights of any third party, Melis may (but is not obligated to), in its sole discretion, do any of the following: (i) obtain for Licensee at
Melis expenses the right to continue using the Software, (ii) substitute substantially equivalent non-infringing software, (iii) modify the
Software so that it becomes non-infringing while providing substantially equivalent performance or, (iv) accept return of the Software,
terminate this Agreement, and refund Licensee an amount equal to the license fees paid to Melis multiplied by the percentage of the term of the
license for the Software that Licensee did not enjoy due to the early termination by Melis.

Melis shall have no liability or obligation under this Agreement to the extent the alleged infringement is based on (i) a modification or
derivative work of the Software developed by anyone other than Melis; (ii), a combination of the Software with any product or service not
provided by Melis; (iii) use of the Software with one or more Servers not listed in a Melis or Melis Reseller Order Form; (iv) use of the
Software other than in accordance with this Agreement or the documentation; (v) indirect or willful infringement; or (vi) any open source or
proprietary code, as described in Section 4.3; (vii) licensee failure to incorporate or implement modifications directed by Melis; (viii) use
of the software in a manner inconsistent with the Documentation; Software provided for evaluation or trial use or marked as beta or early
access. Licensee will, at its own expense, indemnify and hold Melis, and its subsidiaries and Resellers, and all officers, directors, and
employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses,
including reasonable attorneys’ fees, arising out of any use of the Software by Licensee, any party related to Licensee, or any party acting
upon Licensee’s authorization in a manner that is not expressly authorized by this Agreement. Licensee indemnification does not include claims of
infringement that are covered by Melis’s indemnification above.
This Section 5 states Melis's entire liability and Licensee's exclusive remedy for any infringement related to Licensee use of the Software.


6. FEES AND PAYMENT TERMS

The Software will be available to Licensee for use upon licensee’s signature of a Melis or a Melis reseller order form and the receipt of a
copy of the software or an authorization or a link to download the software and a license key for Zend Server product. The license fees paid by
Licensee are paid in consideration of the license granted under this Agreement. Licensee shall, in addition to license fees, pay all applicable
sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason
of licensee’s purchase and use of the Software.
Licensee agrees to the fees and payment terms that are described in each Melis or Melis Reseller Order Form executed by Licensee.


7. WARRANTY

Melis warrants for a single period of thirty (30) days from Licensee’s receipt of the Software commencing upon Melis’s electronic delivery of
the Software to Licensee that the Software, as delivered, will materially conform to the Documentation. This warranty covers only problems that
are reproducible and verifiable and does not cover software, or other items or any services provided by any persons other than Melis. Maintenance
and support, if any, are governed by a separate agreement. Software, which has been abused, misused, damaged, modified, or subjected to
unauthorized use or installation, used in a manner inconsistent with the Documentation or used with components not authorized by Melis, shall
void this warranty. Melis’s sole liability (and Licensee’s sole and exclusive remedy) for any breach of this warranty shall be, in Melis’s sole
discretion, to use commercially reasonable efforts to provide Licensee with an error-correction or workaround which corrects the reported
non-conformity, or if Melis, in its sole discretion, determines such remedies to be impracticable within a reasonable period of time, to provide
a refund of the fees paid for the Software. This limited warranty does not apply for any Software provided for evaluation or trial use or marked
as beta or early access. EXCEPT AS SET FORTH ABOVE IN THIS SECTION, THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND MELIS DISCLAIMS ANY
AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING,
MELIS EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE LICENSEE’S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM
LICENSEE’S USE OF THE SOFTWARE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
MELIS'S EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, MELIS RENDERING
TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE.
WARNING: The Software is not designed or intended for use in on-line control of equipment in hazardous environments such as the operation of
nuclear facilities, aircraft, air traffic, aircraft navigation or aircraft communications, or in the design, construction, operation or maintenance
of any nuclear facility, or in the operation or maintenance of any direct life support system. Melis disclaims any express or implied warranty of
fitness for such uses and shall not be liable for any costs, liabilities or damages resulting from the use of the Software in such an environment.
Licensee agrees that Licensee will not use or license the Software for such purposes.


8. LIMITATION OF LIABILITY
IN NO EVENT WILL MELIS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS
OF ACTUAL OR ANTICIPATED PROFITS, OR LOSS OF CONTRACTS, OR LOSS OF THE USE OF MONEY, OR LOSS OF BUSINESS, OR LOSS OF OPPORTUNITIES, OR LOSS OF
GOODWILL, OR LOSS OF REPUTATION, OR LOSS OF DAMAGE TO OR CORRUPTION OF DATA, OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE
SOFTWARE OR DOCUMENTATION, OR ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION,
NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF MELIS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT (INCLUDING WITH
RESPECT TO OBLIGATIONS ARISING UNDER SECTION 4) WILL MELIS OR ITS SUPPLIERS BE LIABLE FOR DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS,
RESTITUTION OR LOSSES, THAT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY LICENSEE TO MELIS FOR THE SOFTWARE LICENSE WITHIN THE PERIOD OF
TWELVE (12) MONTHS PRIOR TO ANY CLAIM ARISING.


9. TERMS AND TERMINATION

This Agreement is effective upon licensee’s acceptance of the Agreement, or upon Licensee’s downloading, installing, accessing, or using the
Software, even if Licensee has not expressly accepted this Agreement. This Agreement shall continue in effect until terminated.
This Agreement will terminate automatically if (i) Licensee fails to comply with any of the limitations or other requirements described herein,
(ii) Licensee is licensing the Software on a limited term basis, and fail to pay the applicable license fees or renewal license fees, (iii)
either party fails to perform any other material obligation under this Agreement and such failure remains uncured for more than thirty (30) days
after receipt of written notice thereof. If such an event occurs, the non-defaulting party, in addition to any other rights available to it under
the law, may notice by written the termination of this Agreement and all licenses granted hereunder to the defaulting party.
Melis shall have the right to interrupt Licensee use of the Software. Licensee may terminate this Agreement at any time by: (i) providing written
notice of Licensee’s decision to terminate the Agreement to Melis and (ii) either returning the Software, Documentation, all copies thereof, and
all license keys that Licensee has obtained to Melis or destroying all such materials and providing written verification of such destruction to
Melis.
Melis may terminate this License Agreement if Licensee breaches any term of the Agreement by giving Licensee written notice of Licensee’s breach
and Melis’s decision to terminate the Agreement.
Upon termination of this Agreement or the license Software or expiration of the license term as specified in the Melis or Melis Reseller Order
Form, Licensee shall certify in writing within thirty (30) days to Melis that Licensee has ceased use of any and all Proprietary Materials and
agree to either return to Melis the Software, Documentation, all copies thereof, and all license keys that Licensee has obtained, or to destroy
all such materials and provide written verification of such destruction to Melis.


10. CUSTOMER REFERENCES

Licensee hereby grants Melis the right to display Licensee's logos as part of Melis's customer lists and other related marketing materials. The
parties shall cooperate to undertake mutually-agreed joint marketing activities.


11. GENERAL TERMS

11.1. Governing Law.
This Agreement is made in and shall be governed by and interpreted in accordance with the laws of France, without regard to the conflicts of law
rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the applicable courts situated within Paris.
To the maximum extent permitted by law, Licensee hereby consents to the jurisdiction and venue of such courts and waive any objections to the
jurisdiction or venue of such courts.

11.2. No Waiver; Amendments.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach
hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Amendments to the Agreement shall only be effective if in writing and signed by all parties.

11.3. Severability.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative
authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation.

11.4. Survival.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of
this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

11.5. Headings.
The Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation
of this Agreement

11.6 modification.
This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. The parties agree
to receive electronic documents and accept electronic signatures (information attached or logically associated with such document and clicked or
otherwise adopted with an intent to sign) including in counterparts which shall be valid substitutes for paper-based documents and signatures,
and the legal validity of a transaction will not be denied on the ground that it is not in writing.

11.7. Notices.
All notices shall be in writing and sent by mail to the address indicated on the Melis Order Form or email to the CEO or to the VP Sales. Notices
to Melis shall be sent to the CEO or to the VP Sales.

Version 2018-07-27