AISHE Tools & Utility Software Agreement

Between Ainen Group A.Ş., Tuna Mah. 1690 sk. Saader Cebeci İş Hanı No: 48 İç Kapı No: 102 Karşıyaka/İzmir (“Ainen”) and you and the organisation you represent (“You”).

This Tools and Utility Software Agreement (this “Agreement”) shall become effective as of the date on which your access to the Tools and Utility Software (as defined below) is first provided (the “Effective Date”).

This Agreement supersedes all other agreements between Ainen and You relating to the Tools and Utility Software.

1. Licence Grant

1.1. “Tools and Utility Software” means the free provision of tool(s) and/or utility software offered by Ainen for use with the Solution.

1.2. Subject to the terms of this Agreement, Ainen grants You a non-exclusive, non-transferable and non-sublicensable licence to use the Tools and Utility Software in conjunction with the Solution solely for Your internal business purposes for the duration authorised by Ainen (or, if no duration is specified, until the expiry of Your subscription to the Ainen corporate AI platform (the “Solution”)) (the “Term”).

1.3. Ainen shall have the right to terminate, downgrade, restrict or modify the Tools and Utility Software at any time without notice or compensation. No warranty, indemnity, availability, maintenance or support obligation of Ainen shall apply to the Tools and Utility Software.

2. Restrictions on Use of the Tools and Utility Software

Except to the extent permitted by any applicable law that cannot be excluded by agreement between the parties and except as permitted under this Agreement, You shall not permit any third party to:

(a) attempt to back up, copy, modify, create derivative works from, or distribute any part of the Tools and Utility Software;

(b) attempt to decompile, reverse-compile, disassemble, reverse-engineer or otherwise convert any part of the Tools and Utility Software into a human-perceivable form, except to the extent permitted by the laws of Your jurisdiction where necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by You. You shall give Ainen at least 30 days' prior written notice before carrying out such action, and the exception shall not apply if Ainen is prepared to carry out such action for a reasonable commercial fee or provides the necessary information to enable such integration within a reasonable period;

(d) other than as set out in this Section 2, attempt to obtain access to, or assist third parties in obtaining access to, the Tools and Utility Software.

3. Term and Termination

3.1. This Agreement commences on the Effective Date and continues until the end of the Term, at which point this Agreement and the licences granted under its provisions shall automatically terminate.

3.2. Upon termination or expiry of this Agreement for any reason:

(a) this Section 3.2, Section 6 (Limitation of Liability), Section 8 (Entire Agreement) and Section 9 (General), together with any other Sections intended to survive termination or expiry in order to achieve the fundamental purposes of this Agreement, shall continue in force;

(b) the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination and that existed at or before the date of termination shall not be affected.

4. Proprietary Rights

The Tools and Utility Software and Documentation are the registered intellectual property of Ainen and its licensors. Ainen retains sole and exclusive ownership of all rights, title and interest in the Tools and Utility Software and all other technologies used to provide them.

5. No Warranty

5.1. The Tools and Utility Software are provided “as is” without any warranty, and all other conditions, warranties or other terms that may be implied or incorporated into this Agreement by statute, common law or otherwise are excluded.

6. Limitation of Liability

6.1. The liability of the parties for any damages under this Agreement (whether for breach of contract, misrepresentation, negligence, strict liability, other torts or otherwise) shall not exceed USD 10,000. This limitation shall apply notwithstanding the failure of any remedy of its essential purpose.

6.2. Nothing in this Agreement shall limit or exclude the liability of the parties for:

(a) any matter that cannot be excluded or limited by law;

(b) in Your case, breach of Section 2(c) (Restrictions on Use).

7. Notices

7.1. All notices to be given under this Agreement must be in writing and delivered by hand, email, first-class prepaid post or registered delivery.

7.2. Notices to Ainen shall be sent to info@ainengroup.com or to Ainen Group A.Ş., Attention: Legal.

7.3. A notice shall be deemed to have been given:

— on receipt, when delivered by hand or email;

— on the first business day after dispatch, if sent by first-class prepaid post or registered delivery;

— five business days after postage has been paid, for international mailings.

8. Entire Agreement

This Agreement and all documents referred to in this Agreement constitute the complete and exclusive statement of the parties' agreement and supersede all proposals or prior arrangements, understandings or agreements between the parties relating to the subject matter of this Agreement.

9. General

9.1. Unless expressly stated otherwise, this Agreement shall not give rise to any right of a third party to enforce any provision of this Agreement.

9.2. Any waiver of or amendment to the provisions of this Agreement shall be valid only in writing and when signed by both parties. Waivers and amendments to this Agreement shall be effective only when made by pre-printed agreements that are expressly understood by both parties as an amendment or waiver to this Agreement.

9.3. If all or any part of a provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if part of it were deleted, the provision shall be enforced with whatever modifications are necessary to fulfil the commercial purpose of the parties.

9.4. A party's failure or delay in exercising any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A single or partial exercise of such right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.

9.5. This Agreement and all disputes arising out of or in connection with this Agreement or its subject matter or formation (whether contractual or non-contractual) shall be governed by, construed and interpreted in accordance with the laws of the European Union, without regard to conflict-of-law principles. The Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in Girona, Spain, and each party accepts the exclusive personal jurisdiction and venue of such courts.