VRICON EVALUATION END USER LICENSE AGREEMENT

Document Number: VS-2018.001-2 Release Date: 2019-05-23

This end user license agreement (together with all applicable Confirmations, as defined below, this “Agreement”) is made between Vricon, Inc. or the Affiliate that provides the applicable Confirmation (“Vricon”) and you or, if you represent an entity or other organization, that entity or organization (in either case, “Licensee”). Capitalized terms used in this Agreement and not defined above have the meanings assigned in Clause 11.

Licensee has ordered or otherwise expressed an interest in obtaining a license in respect of one or more of Vricon’s Products, including, without limitation, software, 3D models, imagery, elevation, vector, attribute or other data, or other related documentation, information or content. Vricon is willing to provide Licensee with a license to those Products described in one or more Confirmations or otherwise provided to Licensee in connection with this Agreement. By placing an order for, or by downloading, accessing or using any Product, Licensee agrees to be bound by the terms and conditions of this Agreement.

1 Grant of License

Vricon grants to Licensee a non-exclusive, non-transferable, non-assignable, limited license to use each Product only for Licensee’s internal evaluation purposes in accordance with this Agreement and all Documentation.

2 Restrictions

2.1 Licensee acknowledges and agrees that each Product is the property of Vricon and contains valuable assets and proprietary information of Vricon and its Affiliates. Accordingly, except as expressly permitted in Clause 1 above, Licensee will not, and will not permit any Authorized User to:

a) Use any Product(s) for purposes other than internal viewing or internal quality evaluation purposes;

b) Distribute, sublicense, rent, sell, lease or loan any Product to any Third Party;

c) Use any Product for the business needs of any Third Party, including without limitation, providing any services to any Third Parties;

d) Remove, bypass or circumvent any electronic or other form of protection measure included on, in, or with any Product;

e) Delete, alter, cover, obscure, distort, or remove any copyright or trademark notice, copyright or trademark management information, or proprietary legend contained in or on any Product; or

f) Otherwise use, modify (except modification of Licensed Data for Licensee’s internal operations) access or reverse-engineering of any Product for any purpose not expressly permitted under this Agreement, including specifically, but without limitation, for the Consumer Market.

g) Disclose any results, reports or opinions on any Product(s) to any Third Party.

2.2 Licensee acknowledges that all right, title and interest in and to each Product, including all corrections, enhancements, or other modifications, and all Intellectual Property Rights thereto and therein, are the sole and exclusive property of Vricon or its Affiliates or suppliers, as applicable. All rights not expressly granted to Licensee in this Agreement are reserved by Vricon. Licensee will ensure that all copyright or trademark notices, copyright or trademark management information, and/or proprietary legend contained in or on the Product are reproduced on all copies of each Product.

3 License Fee

The License Fee is $0 and the number of permitted Authorized Users of each Product is unlimited.

4 License Duration

Unless otherwise specifically acknowledged in a Confirmation, the term of the license granted to Licensee for each Product will begin upon delivery of the Product to Licensee will continue for a 30-Day term. Upon expiration of such term, Licensee or Authorized Distributor shall permanently delete each Product from all devices and systems and destroying any copies on disk.

5 Audit

5.1 Vricon has the right to perform an audit to the extent necessary for Vricon to determine Licensee’s compliance with this Agreement and the licenses granted hereunder. Licensee undertakes, at its own expense, to cooperate and provide assistance and access to the information needed to complete the audit, including granting Vricon’s designated auditors access to the business location(s), books and records, employees and/or Contractors pertaining to or involved with Licensee’s use of each Product.

Such audits will: (a) be conducted only after a minimum of thirty (30) days prior written notice by Vricon to Licensee; (b) be conducted no more than once per calendar year; (c) be limited to a three (3) year audit period unless non-compliant findings are noted, in which case the audit period shall be expanded as appropriate in Vricon’s reasonable opinion; (d) be conducted during reasonable business hours; and (e) be subject to reasonable confidentiality requirements.

5.2 If an audit results in a finding of non-compliance, Vricon may, at its discretion: (a) invoice additional license fees based on the standard Vricon fees in effect at the time of the original license grant; (b) assess interest charges from the time of the original fee payment due date at the lower rate of: (i) 1.5% per month; or (ii) the highest rate permissible under applicable law; (c) recover the cost of the audit if additional fees exceed five percent (5%) of the License Fees paid during the audited period; and/or (d) terminate this Agreement and the Vricon licenses in accordance with Clause 9 below. Licensee must pay all amounts so invoiced within thirty (30) days following the date of invoice.

6 Indemnification

6.1 Licensee will defend, indemnify and hold Vricon harmless from and against any and all claims that may arise against Vricon and/or its Affiliates out of Licensee’s or any Authorized User’s use of any Product, including any violation by Licensee or any Authorized User of Clauses 10.1 or 10.7 below.

6.2 Vricon shall indemnify and hold harmless Licensee from and against any and all claims, damages and losses incurred as a result of any claim brought against the Licensee based on the allegation that the use, of the Licensee constitutes an infringement of any Intellectual Property Rights provided that the Licensee promptly notifies Vricon in writing of any such claim and that Vricon is given full authority to handle the defense thereof.

6.3 In the event that the Products are held to constitute an infringement or their further use is enjoined, Vricon shall promptly, at its own expense and option, either: (i) procure for Licensee the right to continue the use of such Products; or (ii) replace or modify the same with non-infringing products without detracting from the function and performance of the Products, or (iii) where the foregoing options are not reasonably available take back the infringing Products and refund the relevant License Fee payments hereunder.

7 Limited Warranty and Disclaimer

7.1 Vricon warrants to Licensee only that each Product, as delivered by Vricon, will comply in all material respects with this Agreement and the applicable Specification. Vricon’s sole obligation and Licensee’s exclusive remedy for a breach of this warranty is for Vricon, at its option and expense, to: (i) repair, modify, or replace the non-conforming Product; or (ii) refund all fees paid by Licensee for the non-conforming Product. Any claim under this limited warranty must be made within thirty (30) days after delivery of the non-compliant Product to Licensee. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Product by any party other than Vricon, or from any breach by Licensee of this Agreement.

7.2 EXCEPT AS EXPRESSLY WARRANTED IN CLAUSE 7.1, EACH PRODUCT IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. VRICON DOES NOT WARRANT THAT ITS PRODUCT WILL BE ACCURATE, CURRENT OR COMPLETE, THAT EACH PRODUCT WILL MEET LICENSEE’S NEEDS OR EXPECTATIONS, OR THAT THE OPERATION OF EACH PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED OR WARRANTED.

8 Limitation of Liability

IN NO EVENT WILL VRICON OR ANY AFFILIATE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, DEATH OF OR INJURY TO ANY PERSON WHOMESOEVER, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL THE TOTAL LIABILITY OF VRICON AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH VRICON’S PRODUCTS EXCEED THE FEES PAID BY LICENSEE FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY OTHER TORTS AND STATUTORY CLAIMS.

9 Termination

Vricon may immediately terminate the license granted to Licensee under this Agreement if Licensee is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if the receiver or administrator is appointed over its assets.

Vricon may also terminate the license granted to Licensee under this Agreement upon written notice to Licensee if Licensee or any Authorized User materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice to do so. Licensee may terminate the license granted by this Agreement at any time by (a) permanently deleting each Product from all devices and systems and destroying any copies on disk; and (b) certifying to Vricon in writing that all copies of all Products have been deleted or destroyed. Upon termination or expiration of the license, Licensee will (i) stop all use of each Product; (ii) permanently delete all Products from all devices and systems and destroy any copies on disk; and (iii) within ten (10) days following termination or expiration, certify to Vricon in writing that all copies of all Products have been deleted or destroyed. The expiration or termination of this Agreement does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.

10 General Terms

10.1 GOVERNMENT AUTHORIZATION. Licensee is responsible for compliance with all applicable foreign and national export control restrictions such as laws, regulations, authorizations, exemptions and/or end user undertakings applicable to export controlled products and associated technical data and technical assistance. Licensee shall furthermore not grant unauthorized digital access to export controlled products, technical data and technical assistance. Unauthorized access includes making available decryption keys or passwords that enable access to export controlled products or technical data. Licensee shall not export, verbally or physically, export controlled products, technical data and technical assistance in violation of any applicable laws, regulations, authorizations or end user undertakings.

10.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to use of each Product and supersedes all previous and contemporaneous agreements, understandings and arrangements, whether oral or written, in respect of the same Product(s).

10.3 ASSIGNMENT. Licensee may not transfer or assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part and including any transfers by operation of law, without the prior written consent of Vricon. Any attempted assignment or transfer in violation of this Clause 10.3 will be null and void. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

10.4 AMENDMENT. This Agreement may be amended or supplemented only by a writing that refers to this Agreement and that is signed by both parties.

10.5 WAIVER. The failure or delay by a party to require performance of any provision of this Agreement does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.

10.6 SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.

10.7 COMPLIANCE WITH LAWS. Licensee is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and this Agreement, and agrees to comply with all these laws, regulations and other legal requirements including, without limitation, the 1997 OECD Convention on Combating Bribery of Foreign Government Officials, the 2003 United Nations Convention Against Corruption and the Foreign Corrupt Practices Act of the United States of America.

10.8 NOTICES. All notices of termination or breach must be in writing, in English. The email address for notices sent to Vricon is info@vricon.com. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.

10.9 CONTROLLING LANGUAGE. This Agreement is drafted in the English language only. English will be the controlling language in all respects, and all versions of this Agreement in any other language are for accommodation only and will not be binding on the parties.

10.10 GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to this Agreement will be governed by and construed under the laws and using the method of dispute resolution indicated below. Each party irrevocably submits to the exclusive jurisdiction of the applicable court set forth below. However, each party has the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. With respect to arbitration, there will be one arbitrator and the proceedings will be conducted in English. The party or parties prevailing in any legal actions, arbitration or other proceeding relating to this Agreement, whether in arbitration, at trial or upon appeal, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

If Licensee is domiciled in: The governing law is: Any suit, action or proceeding arising out of or relating to this Agreement must be:

A country in North America The law of the Commonwealth of Virginia, USA, without reference to conflicts of law principles

Instituted in the United States District Court for the Eastern District of Virginia or the state courts located in Fairfax County, Virginia

All other countries Swedish law Referred to and finally resolved by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration will be Stockholm.

16. Definitions

“Affiliate” means any legal entity controlling, controlled by or under common control with Vricon, Inc., where “control” means (a) the ownership of more than fifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to direct or cause the direction of the management and policies of such entity by any means.

“Agreement” means this end user license agreement, incorporating each related Confirmation.

“Authorized Distributor” means a distributor authorized by Vricon to resell and distribute licenses to use Vricon’s Products.

“Authorized User” means an employee or Consultant that is authorized by Licensee to use the Product(s).

“Commercial Professional Purposes” means infrastructure development/planning and/or urban planning and monitoring only.

“Confirmation” means Vricon’s or any Authorized Distributor’s written confirmation to Licensee of ordered Product(s).

“Consultant” means an individual contracted by Licensee, either directly or through a consulting company or other entity, to provide services on behalf of or for the benefit of Licensee.

“Consumer Market” means all individuals and all households that purchase goods and services for personal use and includes all products and services designed for the general consumer.

“Defense Purposes” means use by a governmental agency for military, defense and/or intelligence purposes.

“Documentation” shall mean the written, digital or otherwise submitted technical and/or user documentation in relation to a Product that may be provided to Licensee by Vricon or an Authorized Distributor.

“Intellectual Property Rights” means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.

“License Fee” means the aggregate amount to be paid by Licensee to Vricon or an Authorized Distributor for the right to use the Product(s).

“Licensed Data” means the data product originating from and provided by Vricon, as well as data generated in connection with usage of software, hardware or a combination of software and hardware originating from Vricon and delivered by Vricon or an Authorized Distributor to Licensee pursuant to this Agreement. Licensed Data includes any future version and/or specific adaptation of the original Licensed Data if originating from Vricon and if and when purchased separately by Licensee.

“Licensed Program” means each computer software product identified by title version number in a Confirmation in object code format and delivered by Vricon or an Authorized Distributor to Licensee pursuant to this Agreement. Licensed Program includes any future version and specific adaptation of the original Licensed Program if and when purchased separately by Licensee.

“Public Sector Purposes” means use by a governmental agency (excluding schools), including entities acting on behalf of such governmental agency, for the governmental agency’s internal operations.

“Product” means Licensed Data and/or a Licensed Program.

“Specification” means, unless a particular specification has otherwise been agreed upon in writing between Vricon or an Authorized Distributor and Licensee and specifically referred to as the Specification, the technical and functional description(s) of each Product as described or referred to in Documentation and/or a Confirmation.

“Term” means that period of time that Licensee is entitled to use each Product under this Agreement.

“Third Party” means any individual or legal entity other than Vricon, Vricon’s Affiliates, and the Licensee.