SOFTWARE LICENSING AGREEMENT

WHEREAS, Licensor has developed certain software and related products and has created a software package described in Exhibit "A" (the "Software"); and

WHEREAS, Licensee desires to utilize such Software pursuant to the terms and conditions hereinafter provided.

1. LICENSE. Licensor grants to Licensee, for the term of this Agreement, a nonexclusive, non-assignable, limited right and license to install and use the Software for Licensee’s internal business use on the designated system(s) identified in Exhibit "B" at the specified site. No other rights are granted. Licensee may not copy, distribute, sublicense, or use the Software at other locations. No archival copies beyond those necessary for installation are permitted.

2. TERM. Effective upon execution and continuing for the initial term stated in Schedule A, automatically renewing for additional terms unless either party provides written notice of non-renewal within the notice period stated in Schedule A.

3. COMPENSATION. Licensee shall pay the User Fee and any Additional User Fees, Installation Fees, and other charges as set forth in Schedule A, following the Fee Payment Schedule in Schedule A.

4. INTELLECTUAL PROPERTY & CONFIDENTIALITY. Licensor retains all IP rights. Licensee shall keep the Software and related information confidential, not disclose to third parties, and take reasonable precautions to protect confidentiality. No reverse engineering is permitted. These obligations survive termination.

5. INSTALLATION, TRAINING, AND ACCEPTANCE. Licensor shall install the Software per Schedule A and provide documentation and user manuals. Initial training as specified in Schedule A is included at installation. Additional training may be provided at Licensor’s then-current rates. Licensee shall notify Licensor of any issues within the acceptance period in Schedule A; otherwise, the Software is deemed accepted.

6. WARRANTIES. Licensor warrants, to its knowledge, that the Software does not infringe third-party IP and will perform substantially in accordance with provided specifications. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Licensee’s sole remedy for breach of warranty is repair or replacement; if Licensor fails to do so within a reasonable period, Licensee may terminate and receive a refund of paid User and Installation Fees. Licensor is not liable for incidental, consequential, or punitive damages.

7. IMPROVEMENTS AND MAINTENANCE. If specified in Schedule A, Licensor will provide updates, enhancements, bug fixes, and code corrections during the stated period. Licensor is not required to provide maintenance if Licensee has modified the Software or is in default.

8. TERMINATION. Either party may terminate on written notice for uncured breach within the notice period in Schedule A. Licensee may also terminate on the notice period stated in Schedule A for convenience.

9. POST-TERMINATION RIGHTS. On expiration or termination, all rights revert to Licensor; Licensee shall cease use and, upon request, transmit materials relating to the Software (Licensee may retain one copy subject to confidentiality).

10. INDEMNITY. Licensee shall indemnify Licensor against losses and expenses (including reasonable attorneys’ fees) arising from Licensee’s unauthorized customization, modification, or other alterations, including third-party IP claims.

11. NOTICES. Notices must be in writing and sent by certified/registered mail or national overnight express to the addresses in Schedule A (or as updated by notice).

12. JURISDICTION AND DISPUTES. This Agreement is governed by Delaware law. Disputes shall be resolved in the state or federal courts of Delaware, and the parties consent to jurisdiction and venue there.

13. SUCCESSORS. This Agreement binds and benefits the parties and their heirs, administrators, successors, and assigns.

14. WAIVER. No waiver of any default is a waiver of any prior or subsequent default.

15. SEVERABILITY. If any provision is held invalid or unenforceable, the remainder remains in effect.

16. ASSIGNABILITY. The license is personal to Licensee and may not be assigned without Licensor’s consent, except in connection with a transfer of substantially all assets of Licensee.

17. INTEGRATION. This Agreement (including Schedules/Exhibits) is the entire agreement and supersedes prior agreements. Amendments must be in writing signed by both parties.

SCHEDULE A (Summary — complete per transaction). User Fee; Additional User Fee; Installation Fee; Additional Installation Fee; Delivery Schedule; Fee Payment Schedule; Term; Renewal notice periods; Addresses for notices.

EXHIBIT A. Detailed description/specifications of the Software and operating environment.

EXHIBIT B. List of licensed device identifiers/serial numbers.

Contact. Binary Computing LLC, 1111B S Governors Ave STE 58402, Dover, Delaware 19904. Phone: +1 715 224 8264. Email: support@binarysoftware.eu.