PLEASE READ THESE LICENSE TERMS AND CONDITIONS (THE “LICENSE TERMS”) BEFORE STARTING TO USE THE ADPLENTY TECHNOLOGY. BY STARTING TO USE THE ADPLENTY TECHNOLOGY YOU AGREE TO BE BOUND BY THE LICENSE TERMS AND THE OTHER TERMS AND CONDITIONS STATED IN LICENSEE’S LEGAL CONTRACT WITH ADPLENTY TECHNOLOGY:

1. The Licensee shall be responsible for the proper and due fulfilment of the terms of these LICENSE TERMS by any (i) of its controlled or affiliated entities, (ii) of its employees, officers, agents and/or consultants and/or (iii) third party that gains access to the ADPLENTY TECHNOLOGY via the Licensee. The term “LICENSE TERMS” shall comprise the entire agreement between the parties.

2. The License is granted for the technical fields of use, applications, geographies and/or product markets specified herein only. The Licensee is not permitted the use the ADPLENTY TECHNOLOGY outside the defined scope.

3. These LICENSE TERMS grant the Licensee a limited, non-transferable, non-exclusive license within the scope defined.

4. The LICENSE TERMS shall unless terminated continue to exist for as long as the Licensee undertakes due and proper payment of any amount due.

5. If the Licensee fails to use the ADPLENTY TECHNOLOGY before the 6-month anniversary of the acceptance of these LICENSE TERMS, the Licensor shall be entiled to forthwith terminate these LICENSE TERMS and all rights of the Licensee hereunder.

6. The Licensee undertakes to use the ADPLENTY TECHNOLOGY in good faith and to apply its best professional and commercial efforts if integrating the ADPLENTY TECHNOLOGY into its own technology.

7. The Licensee shall be allowed to sublicense the ADPLENTY TECHNOLOGY to any end-users of its own company but shall not otherwise be entitled to sub-license the ADPLENTY TECHNOLOGY.

8. The ADPLENTY TECHNOLOGY is provided “as is” and the Licensor cannot be held responsible or liable for any failure or impossibility of industrial or commercial use of the ADPLENTY TECHNOLOGY. The Licensee shall be responsible that its own systems and technologies and such systems and technologies of third parties that it may use is adaptable to the ADPLENTY TECHNOLOGY. The risk of industrial and commercial use rests solely with the Licensee. To the maximum extent permitted by applicable laws, the licensor hereby disclaim all warranties, whether statutory express or implied, including (without limitation) as concerns merchantability, satisfactory quality, fitness for porpose and accuracy.

9. The Licensor does not warrant the continued usability, compatibility, uninterrupted use or update of the ADPLENTY TECHNOLOGY.

10. The Licensor does not have any responsibility for any viruses or otherwise harmful or disabling code embedded in the ADPLENTY TECHNOLOGY without the knowledge of the Licensor.

11. Payment of any remuneration, fees or monies due to the Licensor shall be remitted to such bank account and in such currency as designated by the Licensor on invoices.

12. In case of royalty payments, the Licensee shall keep a separate register in which all information relevant to the calculation of royalties shall be kept. The information in the register shall be disclosed to the Licensor on a monthly basis and otherwise upon request from the Licensor. The register shall be kept open for inspection by the Licensor and its auditors. The Licensee shall be responsible to observe that AdPlenty ApS may legally gain access to all personal data and third-party trade secrets in such register.

13. The parties shall consult each other on methods of preventing third parties from unauthorized use of the ADPLENTY TECHNOLOGY. In particular, they shall assist each other in proceedings against violators to the full extent permitted by the applicable laws, however the Licensor shall control such proceedings.

14. Upon having made a modification or improvement of the ADPLENTY TECHNOLOGY, the Licensee shall inform the Licensor immediately. The Licensor shall be entitled to use any modifications or improvements of the ADPLENTY TECHNOLOGY made by the Licensee during the term of this Agreement.

15. Any and all intellectual property rights to the ADPLENTY TECHNOLOGY shall always be owned by and remain vested in the Licensor.

16. Insofar as the Licensor is aware, as at the date of this Agreement, the Licensed Technology does not infringe intellectual property rights of third parties if used in accordance with the scope defined in this Agreement.

17. If the use of the ADPLENTY TECHNOLOGY nevertheless results in a claim for infringement of any intellectual property right, the Licensee shall immediately inform the Licensor. The Licensor shall be entitled, by giving prior written notice, to take over the conduct of any negotiations or litigation arising out of the claim for infringement.

18. The Licensor shall indemnify, defend and hold the Licensee harmless from any claims (computed in accordance with Clause 20) based on an infringement of any intellectual property right of third parties based on the use of the ADPLENTY TECHNOLOGY in conformity with these LICENSE TERMS. The liability of the Licensor is however limited to the maximum amount of the payments made by the Licensee to the Licensor under this Agreement during the 12 months preceding the claim being made.

19. In case of errors, discrepancies or other faults in the ADPLENTY TECHNOLOGY, the Licensor shall be entitled to repair or correct the error.

20. If the Licensor has liability under this Agreement it shall compensate the Licensee only for any direct costs incurred as a result of such errors, discrepancies or faults up to a maximum amount of the payments made by the Licensee to the Licensor under this Agreement during the 12 months preceding the claim being made. The term “direct costs” shall without prejudice to any other indirect loss exclude liability for the Licensor for loss of profit, corruption or loss of data and/or failure to transmit the Licensee’s own technology and/or performance of its services. Any other ADPLENTY Source Code and Technology License Terms and Conditions. Version 2.1. Date: august2023 liability of the Licensor for indirect losses resulting from errors, discrepancies and/or faults in the ADPLENTY TECHNOLOGY shall be excluded.

21. The Licensee shall indemnify, defend and hold the Licensor harmless from any claims of third parties for damage to property, personal injury and any other loss, caused by or in any way connected with the products or services delivered by the Licensee to its customers, unless the injury or other loss is directly caused by the ADPLENTY TECHNOLOGY.

22. Where the Licensee is in breach of its obligations under this Agreement, it shall indemnify the Licensor for any damage resulting from such a breach. This applies whether or not these LICENSE TERMS are terminated by the Licensor.

23. This Agreement and all information, technology and material otherwise exchanged between the parties shall be considered strictly confidential and trade secrets of AdPlenty ApS as well as be protected in accordance with any non-disclosure or secrecy obligation undertaken by the parties. Confidential information may be used solely for the fulfilment of the obligatons under the Agreement and not for any other purpose. The receiving party further agrees to use, and cause its directors, officers, employees, sub-contractors or other intermediaries not to disclose or use of Confidential information.

24. The Licensee shall not be entitled to assign or otherwise transfer the License to a third party without the prior written consent of the Licensor, other than as provided for in Clause 7.

25. The Licensee shall not be entitled to conduct or allow any third party to (i) conduct any reverse engineering, (ii) decompile, (iii) disassemble or (iv) otherwise derive the source code of the ADPLENTY TECHNOLOGY. The ADPLENTY TECHNOLOGY may only be included in any open source technology against the prior written consent of the Licensor.

26. The Licensee shall be responsible to use the ADPLENTY TECHNOLOGY in compliance with any and all rules and regulations.

27. The Licensee will strictly comply with all the prevailing laws and regulations, which have any relevance to the activities associated with the Customer’s use of the Plaform and the data, including without limitation any regulations relating to the content or distribution of marketing information / materials as well as handling of personal data. The Customer is obliged to inform the Supplier immediately, if the Customer does not comply with the prevailing laws and regulations. In particular, the Licensee shall be responsible that all personal data processed with regard to the ADPLENTY TECHNOLOGY occurs in accordance with all applicable legal requirements and AdPlenty ApS shall have no liability in this regard. The Licensee shall indemnify and hold harmless AdPlenty ApS from any claims related to the abuse or illegal processing of personal data.

28. The Licensee shall be responsible for that its use of the ADPLENTY TECHNOLOGY is not in violation of any export control regulations.

29. The Licensee’s rights to use the ADPLENTY TECHNOLOGY shall lapse upon the expiry of these LICENSE TERMS.

30. Without prejudice to any express provisions for termination contained herein, these LICENSE TERMS may be terminated forthwith by any party immediately by registered letter or e-mail in case of any material or contnued breach of these LICENSE TERMS by the other party or otherwise for the reasons stated herein.

31. Without limiting the generality of the foregoing, the Licensor shall be entitled to terminate this Agreement forthwith in case of (i) the Licensee’s failure to pay any amount due hereunder, (ii) the Licensee’s bankruptcy or other insolvency proceedings being initiated concerning the Licensee and/or (iii) a change of control in the Licensee.

32. Upon expiry of these LICENSE TERMS, the Licensee shall not be allowed or eligible to sell any products or services containing or otherwise based upon the ADPLENTY TECHNOLOGY or use or disclose to third parties the ADPLENTY TECHNOLOGY.

33. If any part of these LICENSE TERMS is held to be invalid, the remaining parts of this shall remain in force unless the delection of such invalid part results in a fundamental change to the rights or obligations of a party.

34. The failure of any party to insist upon strict adherence to any provision of these LICENSE TERMS shall not be considered a waiver of any right under the Agreement. Nor shall it deprive that party of the right at any later time to insist upon the strict adherence to the Agreement.

35. This Agreement shall be governed by the substantive laws of Denmark.

36. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination, shall be settled by arbitraton arranged by Danish Arbitration in accordance with the rules of arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen. The language to be used in arbitral proceedings shall be English.