ARRAKIS SDK

LICENSE AGREEMENT

1. GENERAL

1.1. You are downloading the ARRAKIS™ software development kit. Before you continue, please read carefully the following terms and conditions, which represent a legally binding license agreement between JOINPAD S.r.l. Italian VAT number IT08185760967, having seat in Italy, 20138 Milan, Via G. Fantoli no. 7 (“JoinPad”) and you, in order to license to you the ARRAKIS™ software development kit as better defined below.

1.2. If you use or are seeking to use the ARRAKIS”™ software development kit in connection with any work or undertaking you are doing for a business or company, whether as an employee or contractor, the term “you” include both you as an individual as well as such company. To this extent, you represent and warrant that you have the authority to bind such company and that such company has authorized you to accept the terms of this agreement on its behalf.

1.3. Any use or possession of the ARRAKIS™ software development kit by you is subject to the acceptance of the terms and of the conditions set forth in this agreement, including, without limitations. By clicking on the “I AGREE” button below, you acknowledge and agree that you have read this agreement, understand it and agree to be bound by its terms and conditions. If you do not agree to these terms and conditions, you may neither continue the download process nor commence any installation process and you shall not use the ARRAKIS™ software development kit or retain any copies of it or documentation, even if you have, in any manner, come into possession thereof. JoinPad may suspend or terminate your use of the ARRAKIS™ software development kit if you fail to comply, also partially, with any part of this agreement.

2. DEFINITIONS

When used in this agreement, the following terms shall have the respective meanings, as specified in the following.

“Agreement” means this agreement to be executed between JoinPad and you and having object the license to you of the Arrakis kit.

“ARRAKIS”™ software development kit” or “Arrakis kit” means the software and related documentation developed by JoinPad and enabling the Developer to integrate augmented reality (AR) views into applications, being possible to incorporate this software in Developer’s Developed Application and consisting of: a) Arrakis kit library – the actual binary file; b) Arrakis kit sample code; c) Arrakis kit sample content; and d) Arrakis kit Documentation;

“Accredited Academic Institution” means public or - upon condition of public status or recognition - private universities, colleges, vocational/trade schools as well as other educational entities;

“Affiliate” means, with respect to any legally recognizable entity, any other such entity Controlling, Controlled by, or under common Control with such entity.

“Applicable Law” means the provisions of the Italian law;

“Arrakis kit Documentation” means the documentation provided while granting the license to the Developer and which includes the followings: (i) JoinPad Engine, (ii) JoinPad Word Lists, (iii) Sample Code, (iv) Sample Target Files, (v) Sample Applications, (vi) JoinPad Object Scanner Application and (vii) JoinPad Calibration Assistance Application;

“Authorized Users” means your employees and/or other sub-contractors using the Arrakis kit exclusively on computers owned or controlled by you and exclusively for the purposes covered by your license;

“Commercial License” means the License granted to you in in return for payment of royalty fees and entitling you to distribute and/or make available Developed Application on a commercial scale;

“Consumer” means any natural person who is acting for purposes which, under any applicable consumer law, are considered outside his/her trade, business, craft or profession;

“Control” means direct or indirect: (i) ownership of more than fifty percent (50%) of the outstanding shares; or (ii) for an entity that does not have outstanding shares, more than fifty percent (50%) of the ownership interest representing the right to make decisions for such entity;

“Developed Application” means any software or other work of authorship, whether in source or object form, that is, or is part of, an application for End Users created by the Developer for merely one Use Case and incorporating or using otherwise the Arrakis kit or elements thereof;

“Developer” means the subject to whom the license for the use of the Arrakis kit is granted according to the terms and the conditions of the Agreement;

“Developer Account” means the account created by the Developer as a pre-condition for the downloading of the Arrakis kit;

“Device” means each mobile computing device able to install a Developed Application, including but not limited to smartphones or tablets;

“Educational Developed Application” means a Developed Application that is subject to a License for Educational Purposes;

“End User” means any individual or legal entity that uses and has permission to use an application that is or contains a Developed Application for any purpose other than software development;

“Educational Purposes” means the purpose of teaching, practicing and training within Accredited Academic Institutions. It does under no circumstances involve making available of the Arrakis kit for use to any person that is not a member of an Accredited Academic Institution.

“Intellectual Property Rights” means all intellectual property rights, industrial property rights and other similar rights recognized throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, rights in trade secrets, rights in marks, patents, design rights, data base rights, rights in processes, rights in methods, moral rights, mask work rights, publicity and personality rights, and privacy rights; and (ii) any application or right to apply for any of the rights referred to in paragraph (i), and all enhancements, improvements, renewals, extensions and restorations;

“License” means the license granted to the Developer, according to the terms and conditions of this Agreement, according to the provision under article 4, point 4.1.1.;

“Limited Applications License” means a license that entitles you to create and distribute a limited number of applications (Developed Applications);

“Offline Time” means the period of time during which it is possible to use off line the Library of the Arrakis kit;

“PIK” means “Project Identification Key”, which is issued by JoinPad to the Developer upon creation of the Developer Account;

“Software” means all computer software and accompanying documentation (including all future upgrades, additions, substitutions, and other modifications thereof);

“Third Party Software” means any software that is subject to Intellectual Property Rights of a Third Party;

“Trader(s)” means any natural person or any legal person, irrespective of whether privately or publicly owned, who is acting, including through any other person acting in his name or on his behalf, for purposes relating to his trade, business, craft or profession;

“Trial Developed Application” means a Developed Application that is subject to a Trial License;

“Trial License” / “Trial Version” means a version of the Arrakis kit to be used only to review, demonstrate and evaluate the software for a limited time, as provided for in article 4.4.;

“Use Case” means a set of possible sequences of interactions between systems and End Users in a particular environment and function, and related to a particular goal of the Developed Application.

3. PRE-CONDITIONS OF THE USE

3.1. Developer Account Registration

3.1.1. You may only download the Arrakis kit after creating a Developer Account. When registering, you shall provide true, accurate, current and complete information about you, as prompted by the registration form available on the web site www.JoinPad.net/sdk . You shall maintain and promptly update the information provided upon registration to keep it true, accurate, current and complete all times. If you provide any information that is untrue, inaccurate, not current or incomplete or JoinPad has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, JoinPad has the right to suspend or terminate your Developer Account and refuse any and all current or future use of the Arrakis kit or any portion thereof.

3.1.2. You will be able to administer your Developer Account through a password-protected interface. You are responsible for maintaining the confidentiality of your Developer Account and your Developer Account password. You are responsible for all activity that occurs via your Developer Account. If you have reason to believe that your Developer Account security has been breached, it is your responsibility to notify JoinPad in a timely manner, so that JoinPad can take the appropriate action in respect to your Developer Account. You acknowledge and agree that JoinPad may, at its sole discretion, refuse or close your Developer Account at any time and without any cause.

3.1.3. Further provisions pertaining the Developer Account as well as to JoinPad’s right of changing the terms and conditions of it are available on www.joinpad.net/sdk.

3.2. Creation of a Project

3.2.1. After creating the Developer Account it will be possible to create a project and to complete the online purchase process, where you will be requested to provide JoinPad a) a title of the project meaning a unique name of the project (that can not be changed later), b) a package name related to the project (as typically required for any Android add) c) and a short description of the Use Case (specifying the scope of the application) d) specifying the license version category as described here below in 4.1.1., which will then display the cost related to that license category and a list or terms.

After selecting the button “purchase” you will be handed over to the online payment process, where you will be require to submit payment information, and after completion the project dashboard page will be displayed. Here it will be displayed the PIK (Project Identification Key) generated by JoinPad, which is linked to the given project and which shall be used for developing the Developed Application. Here also the link to download the Arrakis kit will be displayed.

3.3. Activation

3.3.1. Activation is the License validation procedure of the Arrakis kit required by JoinPad when accessing the Arrakis kit library integrated in an application. During the activation procedure, the Developer, while connecting the online license server of JoinPad, shall submit to JoinPad the PIK (Project Identification Key).

3.3.2. The activation is necessary to avoid the use of an unlicensed Arrakis kit and to access the Arrakis kit Library after the elapsing of the Offline time. In case the Device is connected to the internet, Arrakis kit and the Developed Application shall be able to automatically connect to JoinPad for activation.

3.3.3. The full functionality of the Arrakis kit is limited to the Offline Time, unless it is activated. After the elapsing of the Offline Time the Arrakis kit library will be no more functional.

3.4. Validation

3.4.1. The validation is aimed at verifying that the Arrakis kit is activated, regularly licensed and functionally operative and, should a Developed Application exist, that such regularly licensed application merely refers to one Use Case.

3.4.2. During the verification, Arrakis kit and the Developed Application will submit to JoinPad information regarding such Arrakis kit and the project name. The use of the Arrakis kit implies your consent to the transmission of said information. With reference to the information provided by you JoinPad confirms that physical, electronic, and procedural safeguards are put in place in order to protect such information, provided that, although JoinPad endeavors provide reasonable security for information, no security system can prevent all potential security breaches.

3.4.3. Should the validation process show that the Arrakis kit is not regularly licensed or/and that the Developed Application has been developed for more than the designated Use Case, JoinPad is entitled at its sole description to disable the functionality of the Arrakis kit and/or of the Developed Application.

4. ARRAKIS KIT LICENSE

4.1. General license provisions / Different types of licenses.

4.1.1. Subject to the terms and the conditions of this Agreement, you may use the Arrakis kit by obtaining either:

(a) a Trial License for a Trial Version; or

(b) a License for a version for Educational Purposes; or

(c) a Commercial License for a commercial version of the Arrakis kit.

4.1.2. Subject to your full compliance with the terms and the conditions of this Agreement, JoinPad hereby grants to you, and you accept, a limited, non-exclusive, non-transferrable, non-assignable and revocable License to use the Arrakis kit only as authorized in this Agreement. The license of Arrakis kit is restricted to one Use Case.

4.1.3. JoinPad reserves the right, at any time and from time to time, at JoinPad’s sole discretion – to:

(a) technically disable or limit the usage of the Arrakis kit; and/or

(b) revoke the License granted to you under the terms of this Agreement entirely or any part thereof at any time.

4.1.4. The License is granted to you for a limited period of one year from the date of generation of the project, provided JoinPad’s and your entitlement of additionally withdrawing from the Agreement observing 60 (sixty) days notice.

4.1.5. You expressly acknowledge and agree that the License does not include the maintenance of the Arrakis kit as well as the server services, which shall be subject to a separate agreement.

4.2. Scope of use of the License

4.2.1. The license granted to you entitles you to use the Arrakis kit as follows:

(a) you may create and install the allowed number of copies as indicated in the Arrakis kit Documentation or, if no allowed number of copies is indicated in the Arrakis kit Documentation, a reasonable number of copies of the Arrakis kit on devices you own or control and that are solely used by you or by Authorized Users for the sole purpose of creating your own Developed Application;

(b) you may copy the Arrakis kit or parts thereof solely for the purpose of incorporating it/them into your Developed Application created in accordance with the terms of this Agreement;

(c) you may make available and/or distribute the Arrakis kit or parts thereof solely as an integral part of your Developed Application; and

(d) you may make the allowed number of copies as indicated in the Arrakis kit Documentation or, if no allowed number of copies is indicated in the Arrakis kit Documentation, a reasonable number of copies of documentation files delivered with the Arrakis kit for internal use by you and the Authorized Users only for the purposes described above.

4.2.2. The granted license does not and will, under no circumstances, entitle you to use the Arrakis kit or elements thereof in a way that enables third parties to modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create Derivate Work providing developers with similar features as the Arrakis kit.

4.2.3. Furthermore, you may not copy - except for backup purposes -, modify, adapt, redistribute, decompile, reverse engineer or disassemble the Arrakis kit or use the Arrakis kit or elements thereof in a way that enables Third Parties to do so. You may not use the Arrakis kit to create any Software providing developers with similar features as the Arrakis kit or parts thereof.

4.3. Limitation of the license to lawful and ethical use

4.3.1. You are obliged to use the Arrakis kit in a responsible manner and in compliance with all Applicable Laws and only for purposes that are permitted according to the Agreement. Use of the Arrakis kit for unlawful or unethical purposes, in particular creation of applications covering such purposes, is prohibited. If a Developed Application you created does not meet the legal requirements of a country, region or territory, you undertake not to release, distribute or otherwise make available that Developed Application in the respective country, region or territory.

4.3.2. In general, you may not use the Arrakis kit to:

(a) to develop or publish any application that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) develop or publish any application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties of JoinPad or any Third Party including, but not limited to, mobile communications carrier;

(d) forge or otherwise manipulate in order to disguise the origin of any application.

4.4. Trial License

4.4.1. The Arrakis kit under the Trial License, which is granted to you for free, is a feature-limited version. Detailed description of the Trial License and the relevant restrictions are available on Arrakis kit Documentation.

4.4.2. The Trial License of the Arrakis kit is provided solely for enabling you to try out the Arrakis kit and it does not entitle you to distribute or, otherwise, make publicly available the Developed Application created under such License. The Trial License contains a watermark indicating that distribution and making available is prohibited.

4.4.3. Circumvention of the watermark as well as use of the trial version for any other purposes, in particular any commercial purposes is strictly prohibited and may lead to your prosecution for intentional infringement of Arrakis’ rights under civil as well as criminal law.

4.4.4. In order to designate Developed Application you created by using a Trial License of the Arrakis kit as Trial Developed Applications, these versions of the Arrakis kit might be equipped with technical measures ensuring that such applications can:

(a) contain a JoinPad’s logo that will be shown in the cam view of your application and/or

(b) contain a start animation that will be launched every time the application to which the Arrakis kit has been integrated is started.

4.4.5. Upon lapsing of the term of duration of the Trial License, this latter shall be disabled either through JoinPad’s action or automatically.

4.5. License for Educational Purposes

4.5.1. The License of the Arrakis kit for Educational Purposes exclusively entitles one single individual belonging to the teaching staff or being a registered student of an Accredited Academic Institution to use the Arrakis kit.

4.5.2. Versions of the Arrakis kit for Educational Purposes are provided for the sole purpose of enabling the teaching staff and the students of Accredited Academic Institutions to use the Arrakis kit strictly limited to Educational Purposes.

4.5.6. Use of a version for Educational Purposes for any other purposes, in particular any commercial purposes is strictly prohibited and may lead to your prosecution for intentional infringement of JoinPad’s rights under civil as well as criminal law.

4.5.7. Upon lapsing of the term of duration of the License for Educational Purposes or upon finalization of the relevant Developed Application, this License shall be disabled either through JoinPad’s action or automatically.

4.6. Commercial License

4.6.1. Commercial License is intended by JoinPad to be granted to Traders only. By downloading a Commercial License, you state that you are a Trader and that no consumer protection law applies to your order. If, within your jurisdiction, you qualify as a consumer that is entitled to a right of withdrawal from a contract concluded based on your order after Arrakis kit’s performance of service has begun, JoinPad does not consent to sell you a product that includes a commercial license.

4.6.2. If you download a Commercial License as a consumer residing in a member state of the European Union you give express consent and acknowledgment that you are ordering supply of digital content, which is not supplied on a tangible medium. Therefore, as soon as JoinPad has provided you with a commercial license key, you irrevocably lose your consumer’s right of withdrawal.

4.6.3. Upon acceptance of the terms and conditions of this Agreement you may obtain one or more license keys by paying the fee indicated in the pricing list published on www.JoinPad.net/sdk . License orders are final, Join Pad does not refund license fees. You expressly acknowledge that, after payment, you will have no recourse for receiving a full or partial refund of the license fee.

4.6.4. Upon lapsing of the term of duration of the Commercial License or upon finalization of the relevant Developed Application, this License shall be disabled either through JoinPad’s action or automatically.

5. PREVENTION OF UNAUTHORIZED USE

5.1. JoinPad is entitled to make the grant of a License subject to use of a license key provided to you by JoinPad. You acknowledge and consent that JoinPad reserves the right to gather the following data on key usage from you, from Authorized Users and from End Users: (a) used license key; and (b) Device IP addresses or other Device identifying data, including MAC addresses, IMEI codes or UDID; GSM Cell-ID, Location Area Code to ensure that Arrakis kit is being used in accordance with the terms of this Agreement.

5.2. Sharing a license key provided to you by JoinPad with any Third Party is strictly prohibited and may lead to your prosecution for intentional infringement of JoinPad’s rights under civil as well as criminal law. In case your license key is stolen or if you suspect any unauthorized use of the license key you undertake to promptly notify JoinPad. You undertake to cooperate with and assist JoinPad in preventing, identifying and prosecuting any unauthorized use of license keys and/or the Arrakis kit.

6. NO TRASFER OF OWNERSHIP IN INTELLECTUAL PROPERTY

6.1. JoinPad agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Developed Application.

6.2. Except for the limited and revocable License granted to you herein, this Agreement does not transfer any Intellectual Property Rights from JoinPad to you or to any Third Parties. This Agreement does not grant you any right or license to use trademarks or any other protected designations of JoinPad.

7. THIRD PARTY SOFTWARE

7.1. The Arrakis kit may contain Third Parties programs, including, but not limited to, software licensed under open source terms, which are listed in the Arrakis kit Documentation.

7.2. The delivery of the Arrakis kit does not convey a license, nor imply any rights, to use Third Party Software. You acknowledge and hereby accept that, in some instances, you may be required to obtain a separate license of the right holder(s) prior to using their Software and/or to making available Developed Application into which their Software has been incorporated. You shall be solely responsible to verify whether you are required to obtain a license. If applicable, you shall be solely responsible to obtain such a license.

8. PROVISION OF THE ARRAKIS KIT

8.1. You acknowledge and hereby accept that the nature and the form of the Arrakis kit may be subject to temporary and/or permanent changes without prior notice, including, but not limited to updates, bug fixes and patches, and that future versions of the Arrakis kit may be incompatible with applications developed on previous versions of the Arrakis kit.

8.2. JoinPad reserves the right, at any time and from time to time, at JoinPad’s sole discretion, to stop providing the Arrakis kit, features within the Arrakis kit, extensions, and plugins or services to you or to any Third Party with or without prior notice.

8.3. You acknowledge and agree that Arrakis kit shall not be liable to you or to any Third Party for any modification of the nature and form of the Arrakis kit or for stopping to provide the Arrakis kit.

8.4. You understand that you have, under no circumstances, no legal claim whatsoever by which Arrakis would be obliged to provide you with technical support concerning the Arrakis kit and it’s parts, except explicitly stated otherwise in the Arrakis kit Documentation or agreed individually in a separate written agreement.

9. CONFIDENTIALITY

9.1. Information you receive in the course of buying and using the Arrakis kit and its components is considered confidential, including, but not limited to, information on content, functionality and range of functions of the Arrakis kit. You shall treat all such information as confidential and transfer these confidentiality obligations to all Authorized Users. No confidential information may be disclosed to Third Parties without the prior written consent of Arrakis kit.

9.2. The foregoing obligation, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through none of you or your Authorized Users’ fault, hereafter disclosed in publicly available sources of information, (iii) is now in your possession without any obligation of confidentiality, or (iv) has been or is hereafter rightfully disclosed to you by a Third Party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that Third Party.

10. PRIVACY

10.1. You must comply with all Applicable Laws, including all applicable privacy laws. You shall be solely responsible to obtain all necessary consents and approvals of your End Users. In particular, you are responsible to provide End Users with all information required and to obtain all required consents in the required form under Applicable Law.

10.2. If your Developed Application is an application that collects, uses, processes, transmits and/or discloses End User Data, you represent and warrant that you will have obtained all necessary consents from the End User to the collection, use, processing, transmission and/or disclosure of such information. In addition, the use of location data should be limited solely as necessary to provide services or functionality for your application (e.g., the use of collected personal information for marketing purposes is prohibited, unless permitted under Applicable Law and expressly consented to by the End User). If your Developed Application stores personal or sensitive information provided by users, it must do so securely.

10.3. JoinPad does not track individual usage of the applications (Developed Application) you created. However, you acknowledge and hereby agree that JoinPad may anonymously track and report the distribution of your Developed Application through the use of information. You must indicate to your End Users that the distribution of your application may be anonymously tracked and reported and you must provide such information to the users. If required by Applicable Law, you must obtain the End User’s consent hereto.

10.4. More specifically, if you intend to distribute or make available within the European Union Developed Application that gain access to any other information stored in the mobile device of the End User than information solely required for the purpose of enabling you to provide a service requested by the End-User, you undertake to get the End User’s consent based on the required comprehensive information, including, but not limited to, the type of collected information, the purposes for which such information is being collected, the way it is being used and, if applicable the Third Parties to which such information will be transmitted. The aforesaid is applicable to any information irrespective of such information qualifying as “personal data” or not. You are aware that, under the EU privacy regime, you need to meet in particular the following requirements:

(a) ask for consent before the app starts to retrieve or place information on the Device, i.e., before installation of the app. Such consent has to be freely given, specific and informed;

(b) ask for consent for each type of data the app will access; at least, if accessed, for the following categories: Location, Contacts, Unique Device Identifier, Identity of the data subject, Identity of the phone, Credit card and payment data, Telephony and SMS, Browsing history, Email, Social networks credentials and Biometrics;

(c) be aware that consent does not legitimize excessive or disproportionate data processing;

(d) provide well-defined and comprehensible purposes of the data processing in advance to installation of the app, and not change these purposes without renewed consent;

(e) provide comprehensive information if the data will be used for third party purposes, such as advertising or analytics;

(f) allow users to revoke their consent and uninstall the app, and delete data where appropriate;

(g) respect the principle of data minimization and only collect those data that are strictly necessary to perform the desired functionality; take the necessary organizational and technical measures to ensure the protection of the personal data you process, at all stages of the design and implementation of the application (privacy by design);

(h) provide a single point of contact for the users of the application. Provide a readable, understandable and easily accessible privacy policy, which at a minimum informs users about: who they are (identity and contact details), what precise categories of personal data the app wants to collect and process, why the data processing is necessary (for what precise purposes), whether data will be disclosed to third parties (not just a generic but a specific description to whom the data will be disclosed), what rights users have, in terms of withdrawal of consent and deletion of data;

(i) enable End Users to exercise their rights of access, rectification, erasure and their right to object to data processing and inform them about the existence of these mechanisms;

(j) define a reasonable retention period for data collected with the app and predefine a period of inactivity after which the account will be treated as expired;

(k) with regard to apps aimed at children: pay attention to the age limit defining children or minors in national legislation, choose the most restrictive data processing approach in full respect of the principles of data minimization and purpose limitation, refrain from processing children's data for behavioral advertising purposes, either directly or indirectly and refrain from collecting data through the children about their relatives and/or friends.

10.5. If any consent from the End User to the collection, use, processing, transmission and/or disclosure of such End User Data is denied or withdrawn, you may not collect, use, process, transmit and/or disclose the End User Data or perform any other actions for which the End Users consent has been denied or withdrawn.

11. DISCLAIMER OF WARRANTIES

11.1. You expressly understand and agree on the following:

(a) the Arrakis kit is provided on an „as it is“ and „as available“ basis as well as without any warranties of any kind, whether express, implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement;

(b) JoinPad does not represent or warrant that the functions contained in the Arrakis kit will meet your requirements or that the operation of the Arrakis kit will be secure, timely, uninterrupted or error-free or that the Arrakis kit will operate in combination with any other hardware, software, system or data or that the software will be always available or that defects in the software will be corrected;

(c) JoinPad does not warrant or make any representation regarding the durability, merchantability, merchantable quality, satisfactory quality, accuracy, title, non-infringement and fitness for a particular purpose or use, or arising from a statute or custom or a course of dealing or usage of trade nor with regard to the use or the result of the use of the Arrakis kit in terms of its correctness, accuracy, reliability or otherwise;

(d) your use of the Arrakis kit is at your sole risk.

11.2. No advice or information, whether oral or written, obtained by you from Arrakis shall create any warranty not expressly stated in the terms and conditions.

12. LIMITATION OF LIABILITY FOR DAMAGES

12.1. You expressly understand and agree that, to the maximum extent permitted by Applicable Law, JoinPad shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, (i) arising out of or resulting from the use or the inability to use the Arrakis kit and the Developed Application or (ii) resulting from product warranties, End User assistance and product support with respect to the Arrakis kit, to the Developed Application. In particular, to the extent permissible under the Applicable Law, liability for slight negligence is excluded.

12.2. Any material or software used through the Arrakis kit and the Developed Application is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data or any other damage that results from the use of the Arrakis kit and the Developed Application, respectively.

12.3. You agree that you are solely responsible for (and that JoinPad has no responsibility to you or to any third party for) any Developed Application you create, distribute and/or make otherwise publicly available and for the consequences of your actions (including loss or damage which you or third parties may suffer).

13. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD JOINPAD AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, COBRANDERS AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES INCLUDING REASONABLE ATTORNEY’S FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE ARRAKIS KIT, YOUR DEVELOPED APPLICATION ON THE ARRAKIS KIT THAT INFRINGE ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON OR DEFAMES ANY PERSON OR VIOLATES THEIR RIGHTS OF PUBLICITY OR PRIVACY, A VIOLATION OF ANY APPLICABLE LAWS OR A VIOLATION OF THE TERMS OF SERVICE.

14. TERM AND TERMINATION

14.1. The Agreement is effective upon confirmation of acceptance of your Arrakis kit order by JoinPad.

14.2. Upon good cause, either party may, at any time, terminate the Agreement with immediate effect. In particular, the following constitutes a good cause for immediate termination by JoinPad (i) if you use the Arrakis kit in a way that is in breach of the granted License, in particular if you provide access to the Arrakis kit to Third Parties or (ii) if you infringe any Intellectual Property Rights of JoinPad or other Third Parties.

14.3. After termination you are no longer entitled to use the Arrakis kit. JoinPad is entitled to deny access to your Developer Account and to take technical measures to prevent further use of the Arrakis kit. The distribution and making available of Developed Application that were completed and made publicly available in accordance with the Agreement prior to termination may be continued.

15. CHANGES

15.1. JoinPad holds the sole right to modify or replace the provisions of this Agreement. If changes have been made, a new version of the Agreement will be published and made available on the website where the Arrakis kit is made available.

15.2. It is agreed that the continued utilization of the Arrakis kit after the publication of a new version or modification of the Agreement will be regarded as an acceptance of the new or modified Agreement. In any case, a new version or modification of the Agreement is deemed accepted by you four weeks after its publication.

16. APPLICABLE LAW

The Agreement as well as the use of the Arrakis kit shall be governed by the provisions of the Italian law with the exclusion of the UN Sales Convention. Any disputes arising out of or in connection with the provisions of the Agreement and the use of the Arrakis kit, including disputes on its conclusion, binding effect, amendment and termination, shall be subject to exclusive jurisdiction of the competent courts at JoinPad’s registered seat.

17. MISCELLANEOUS

17.1. Unless otherwise agreed by JoinPad in written form, the Agreement as well as the Arrakis kit Documentation form the entire agreement between you and JoinPad concerning the subject matter herein, and supersedes all prior communications, proposals and representations with respect to the Arrakis kit or any other subject matter covered herein.

17.2. Notwithstanding any provision hereof, for all purposes of the Agreement, it is acknowledged that you shall be and act independently and not as partner, joint venture, agent, employee or employer of JoinPad. You shall not have any authority to assume or create any obligation for or on behalf of JoinPad, expressively or implied, and shall not attempt to bind JoinPad to any contract.

17.3. Except as provided in the Agreement, neither party may use the name, trademarks, trade names, domain names or other designation of the other party without the written approval of the other party. JoinPad may use your name, trademarks, trade names, domain name and other designations in connection with disclosing the nature of your relationship with JoinPad.

17.4. The failure of any party at any time to enforce or require performance of any provision hereof shall, in no way, operate as a waiver or affect the right of such party at a later time to enforce the same. Any waiver of an obligation, agreement or condition contained herein shall be valid and effective only if in writing and signed by the party to whom such compliance is owed. No such waiver shall be deemed to be a waiver of any subsequent breach, claim or failure to perform, or of any obligation, agreement or condition other than the one expressly waived.

17.5. If any provision of the Agreement is held invalid or unenforceable, the provision will be construed to reflect the party’s original intent. Despite the invalidity or unenforceability of such provision, all other provisions of the Agreement will remain in full force and effect.