AUTOMATION OUTCOMES LTD SOFTWARE SUBSCRIPTION LICENSE AGREEMENT

This Software License Agreement (hereinafter "Agreement") is made and entered into between AUTOMATION OUTCOMES Ltd, a company registered in England and Wales with company number 12395251, and its registered office at 4 Hounslow Road, Twickenham, England, TW2 7EX (hereinafter "AUTOMATION OUTCOMES"), and the user of the software (hereinafter "Customer").

BY ACCEPTING THIS AGREEMENT, BY SIGNATURE OR BY USING THE SOFTWARE PROVIDED BY AUTOMATION OUTCOMES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANISATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANISATION TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SOFTWARE.

1. DEFINITIONS

a. "Agreement" means this Software License Agreement, including any schedules or addenda expressly incorporated into it.
   
b. "Authorised User" means an individual authorised by the Customer to use the Software, including but not limited to employees, consultants, contractors, and third parties whom the Customer has paid to access and use the Software.
   
c. "Customer Data" means data and information imported or entered into the Software by the Customer in connection with its use of the Software.
   
d. "Documentation" means written or electronic documents, images, sound recordings, and/or audiovisual works describing and/or specifying the Software and its operation provided or made available to the Customer and its Authorised Users by AUTOMATION OUTCOMES.

e. "Effective Date" means the date the Customer executes acceptance of this Agreement or the date the Customer begins using the Software, whichever is earlier.
   
f. "Software" means the AUTOMATION OUTCOMES software and any third-party software and/or electronic files provided with or incorporated into the software solution as provided by AUTOMATION OUTCOMES, as well as any accompanying Documentation.
   
g. "Software Services" means ongoing maintenance and technical support for the Software provided to the Customer by AUTOMATION OUTCOMES during the Subscription Term if purchased as part of the agreement.
   
h. "Subscription Term" means the period during which the Customer has the right to use the Software as specified in the applicable Sales Order, including the Initial Subscription Term and any Renewal Subscription Terms.

2. LICENSE GRANT AND RESTRICTIONS

a. License Grant. Upon acceptance of this Agreement and fulfilment of the payment obligations and any other conditions specified in an applicable Sales Order, AUTOMATION OUTCOMES grants the Customer a limited, revocable, non-exclusive, personal, non-transferable, subscription-based license to access and use the Software and Documentation during the Subscription Term, limited to the number of Authorised Users agreed to in the Sales Order and paid by the Customer.

b. No Right to Sublicense. The Customer may not sub-license, transfer, rent, lease, sell, or otherwise transfer any of the rights licensed to the Customer by AUTOMATION OUTCOMES under this Agreement. The Customer may not allow any third-party to use the Software except as explicitly permitted in this Agreement.

c. Subscriptions. Unless otherwise specified in a quotation or Statement of Work by AUTOMATION OUTCOMES: (i) access to and use of the Software is provided solely on a paid subscription basis, (ii) additional Authorised Users may be added during a Subscription Term at the same price as the then-current Subscription Term and prorated for the portion of that Subscription Term remaining; (iii) any added Authorised Users will terminate on the same date as the underlying Subscription Term; and (iv) Subscription Terms renew automatically unless otherwise specified in the applicable quotation or Statement of Work.

d. Software Access. The Customer acknowledges that the Software is built upon the Microsoft Power Platform and shall agree to all relevant Microsoft terms and conditions for the use of the Software and any associated services. The Software will only be installed and operated on the Customer’s Microsoft Azure tenant and the Customer shall bear all associated costs. A high-speed Internet connection is required for proper use of the Software. The Customer is responsible for procuring and maintaining network connections that connect the Customer and its Authorised Users to the Software.

e. Reservation of Rights. No rights in and to the Software or the Documentation, other than those provided in this Agreement, express or implied, are granted by AUTOMATION OUTCOMES. AUTOMATION OUTCOMES retains all right, title, and interest to all intellectual property created, used, or provided by AUTOMATION OUTCOMES for the purposes of this Agreement, including, but not limited to, all Software and Documentation.

f. Customer Data. The Customer is solely responsible for the legality, accuracy, quality, and integrity of all Customer Data uploaded into the Software. The Customer warrants that it has all necessary rights, permissions, and consents to allow Automation Outcomes or relevant third parties, to process Customer Data as necessary for the performance of this Agreement. Automation Outcomes shall have no liability for Customer Data, including any claims or damages arising from the inaccuracy, illegality, or unauthorised use of such data. Where applicable and required, The Customer grants Automation Outcomes a limited, non-exclusive right to use the Customer Data solely for providing the Software Services and fulfilling its obligations under this Agreement. Automation Outcomes will take reasonable precautions to protect Customer Data but is not liable for any data breach, loss, or unauthorised access unless caused by Automation Outcomes' gross negligence or wilful misconduct.

g. Updates. Any new or modified functionality, updates, or enhancements added to the Software are subject to the terms of this Agreement and are provided as part of the Software Services if purchased either as part of the subscription or as a separate service. 

h. Feedback. AUTOMATION OUTCOMES shall own all right, title, and interest in and to all modifications, improvements, or derivatives of any part of the Software, including any resulting from Customer feedback and/or feedback from the Customer’s Authorised Users. The Customer hereby assigns to AUTOMATION OUTCOMES ownership in any such Feedback without further action.

3. CUSTOMER RESPONSIBILITIES

a. General. The Customer is responsible for compliance with this Agreement and shall be solely liable for any actions by the Customer’s Authorised Users and/or any person, third-party, or system granted access by the Customer or any of the Customer’s Authorised Users. The Customer shall be solely liable for any and all activities that occur through its use of the Software.

b. Customer Specific Security Controls. The Customer responsibilities include but are not limited to:
   
      i. Securing the Customer’s own operating environment including end-user training and access, remote connectivity, network security monitoring, data, data backups, firewalls, virus protection and anti-malware software, cloud access, Microsoft Power Platform access, and all other related security systems and protocols.
      
       ii. Informing AUTOMATION OUTCOMES, with any breach or data anomaly.
      
       iii. Physically securing their computing network, operating environment, facility, and Authorised Users.
      
       iv. Documenting policies and procedures related to applications and processes supported by AUTOMATION OUTCOMES.
      
       v. Validating application-specific configuration changes after implementation.
      
       vi. Ensuring that only authorised and properly trained personnel are granted access to the AUTOMATION OUTCOMES Software.
      
       vii. Ensuring that Authorised User access abilities are commensurate with the responsibilities and training assigned to said Authorised User.

c. Customer Responsibilities:
   
       i. Be responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which the Customer acquired it.
      
       ii. Be responsible for determining whether the Software or information generated using the Software is sufficient for its purposes.
      
       iii. Use commercially reasonable efforts to prevent unauthorised access to the Software and Documentation and shall immediately notify AUTOMATION OUTCOMES in writing of any such unauthorised access or use.
      
       iv. Use the Software only in accordance with the Documentation. If there is unauthorised use by anyone who obtained access through the Customer, the Customer will take all steps reasonably necessary to terminate the unauthorised use and inform AUTOMATION OUTCOMES in writing. 

d. Prohibited Actions:
   
       i. Make Software available to anyone other than Authorised Users.
      
       ii. Interfere with or disrupt the integrity or performance of the Software or any data contained therein.
      
       iii. Attempt to decipher, decompile, reverse engineer, translate, convert, modify, or otherwise discover the underlying structure, design, or algorithms of the Software as configured within the Microsoft Power Platform. The Customer shall also not attempt to alter or bypass any configurations or customisations provided by the Automation Outcomes outside of the authorised configuration tools provided within the Microsoft Power Platform or relevant associated services.
      
       iv. Access or use any part of the Software or Documentation in order to build a competitive product or service or merge the Software into other software.
      
       v. Use any of AUTOMATION OUTCOMES’s intellectual property except as permitted under this Agreement, a quotation, Statement of Work, or the Documentation.

4. PAYMENT TERMS

a. Orders and Fees. The Customer will pay all undisputed amounts specified in the quotation or Statement of Work. All such documentation shall include the quantity, price, description, and term for all work provided.
   
b. Invoicing and Payment. The fees will be invoiced upon execution of the applicable Quotation or Statement of Work, and, for each Renewal Term, at the commencement of such Renewal Term. Unless otherwise specified on the applicable Sales Order, the Customer will pay all amounts due within thirty (30) days of the date of the applicable invoice.
   
c. Late Payments. Any undisputed amount not paid when due will be subject to interest on the overdue amount at a rate of 4 per cent (4%) per annum above the Bank of England base rate from time to time, accruing on a daily basis from the date up to the date of actual payment of the overdue amount.
   
d. Taxes. Fees do not include any taxes, levies, duties or similar assessments of any nature including value-added, sales, use, or withholding taxes. The Customer is responsible for paying all taxes under this Agreement.
   
e. Suspension: AUTOMATION OUTCOMES may terminate the Customer’s rights to use the Software if the Customer fails to make payment due within 10 business days after AUTOMATION OUTCOMES has provided the Customer with written notice of such failure, or if the Customer violates this Agreement. Upon such termination, the Customer agrees to immediately cease all use of the Software and any related services, except where the Customer holds internal IP rights over the Software. In such cases, the Customer may continue to use the Software solely within the scope of their internal IP rights. Failure to comply with this termination of rights may result in legal action to enforce this provision and recover any due payments and associated damages.  Any suspended use of the Software by the Customer under this section will not relieve the Customer of its payment obligations.

5. TERM, RENEWAL, AND TERMINATION

a. Automatic Renewal. The Subscription Term for each subscription shall be as specified in the applicable Sales Order. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or for one-year (whichever is shorter) unless otherwise provided on a Sales Order; or either party provides written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term.

b. Agreement Term and Termination. This Agreement starts on the Effective Date and continues until all subscriptions have expired unless it is terminated earlier according to this section. A party may terminate this Agreement for cause if the other party does not cure its material breach within thirty (30) days of receiving written notice from the non-breaching party or if the other party becomes the subject of a petition in bankruptcy or other proceeding related to insolvency.

c. Effect of Termination. No refunds or credits for fees due under this Agreement will be provided by AUTOMATION OUTCOMES if the Customer terminates this Agreement prior to the end of all Subscription Terms. Following termination of this Agreement, the Customer shall be solely responsible for preserving and exporting any Customer Data from the Software to the Customer’s servers. 

d. Survival. Certain sections of this Agreement shall survive termination including limitations of liability, confidentiality, payment terms, and miscellaneous.

6. CONFIDENTIALITY AND SECURITY

a. Definition. "Confidential Information" means all information disclosed by or otherwise obtained from a party ("Disclosing Party") to or by the other party ("Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that:
   
       i. Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party.
      
       ii. Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
      
       iii. Is received from a third party without breach of any obligation owed to the Disclosing Party.
      
       iv. Was independently developed by the Receiving Party.

b. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care) and not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

c. Disclosure of Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Upon the request of the Disclosing Party, the Receiving Party will collect and surrender, or confirm the destruction or non-recoverable data erasure of, all Confidential Information and all copies thereof, regardless of form.

d. Notification of Data Breach. If a substantive breach of the security of any of the Customer’s systems occurs, the Customer will notify AUTOMATION OUTCOMES verbally within one business day, and in writing within five (5) business days. 

7. WARRANTIES AND DISCLAIMERS

a. Warranties. Each party represents and warrants to the other that it has validly entered into this Agreement and has the legal power to do so. AUTOMATION OUTCOMES warrants that:
   
       i. When under AUTOMATION OUTCOMES’s possession and control, AUTOMATION OUTCOMES shall use industry-standard safeguards to protect Customer Data.
      
       ii. The Software will perform materially in accordance with the Documentation.
      
       iii. AUTOMATION OUTCOMES will not materially decrease overall functionality of the Software.
      
       iv. The Software and Documentation do not infringe the intellectual property rights of any third party.
      
       v. The Software shall be free of Malicious Software.

b. Disclaimers. Except as provided in Section 7(a), AUTOMATION OUTCOMES and its affiliates and agents:
   
       i. Expressly disclaim all warranties, whether express or implied, including but not limited to warranties of merchantability, noninfringement, fitness for a particular purpose, title, quality, and accuracy.
      
       ii. Do not warrant that the Software will be uninterrupted, error-free, or that any information, software, or other material accessible or provided through the Software is accurate, complete, or free of viruses or other harmful contents or components.
      
       iii. Shall in no event be liable for any inaccuracy, error, omission, or loss, injury or damage (including loss of data) caused in whole or in part by failures, delays, or interruptions of Software or Documentation.

   c. Disclaimer Regarding Cyberattack. Although AUTOMATION OUTCOMES incorporates commercially reasonable and industry-accepted security protocols into the Software and AUTOMATION OUTCOMES’s computer systems, AUTOMATION OUTCOMES is not a cybersecurity service and the Software is not cybersecurity software. AUTOMATION OUTCOMES disclaims any express or implied warranty, guaranty, or liability arising from any ransomware attack, cybertheft, or other cyberattack or cybercrime.

8. MUTUAL INDEMNIFICATION

   a. Indemnification by AUTOMATION OUTCOMES. AUTOMATION OUTCOMES shall indemnify, defend, and hold harmless the Customer and its principals, trustees, employees, and agents (each an "Indemnified Party") against any claim, demand, suit, or proceeding made or brought against an Indemnified Party by a third party alleging that the authorised use of the Software infringes or misappropriates the intellectual property rights of the third party and shall indemnify the Indemnified Party for any damages finally awarded against the Indemnified Party, including reasonable legal fees incurred by the Indemnified Party in connection with defending such claim, provided that the Customer:
   
       i. Promptly gives AUTOMATION OUTCOMES written notice of the claim.
      
       ii. Gives AUTOMATION OUTCOMES sole control of the defence and settlement of the claim.
      
       iii. Provides all reasonable assistance at AUTOMATION OUTCOMES’s expense.

   b. Indemnification by Customer. The Customer shall indemnify, defend, and hold harmless AUTOMATION OUTCOMES and its principals, trustees, employees, and agents (each an "Indemnified Party") against any claim, demand, suit, or proceeding made or brought against an Indemnified Party by a third party and arising from or related to the Customer’s operations, negligence, misconduct, actions or inactions, or any use of the Software or Documentation not authorised by this Agreement or breach of this Agreement, and shall indemnify AUTOMATION OUTCOMES for any damages finally awarded against AUTOMATION OUTCOMES arising out of the claim, including reasonable attorney’s fees incurred by AUTOMATION OUTCOMES in connection with defending such claim, provided that AUTOMATION OUTCOMES:
   
       i. Promptly gives the Customer written notice of the claim.
      
       ii. Gives the Customer sole control of the defence and settlement of the claim.
      
       iii. Provides all reasonable assistance at AUTOMATION OUTCOMES’s expense.

   c. Exclusions. AUTOMATION OUTCOMES will have no obligation under this section for any claim to the extent that it arises out of or is based upon:
   
       i. Use of the Software in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination.
      
       ii. Use of the Software by the Customer for purposes not intended or outside the scope of the license granted to the Customer.
      
       iii. The Customer’s failure to use the Software in accordance with instructions provided by AUTOMATION OUTCOMES, if the infringement or misappropriation would not have occurred but for such failure.
      
       iv. Any modification of the Software not made or authorised in writing by AUTOMATION OUTCOMES where such infringement or misappropriation would not have occurred absent such modification.

   d. Remedy. If the Customer’s use of the Software is, or in AUTOMATION OUTCOMES’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a claim, then AUTOMATION OUTCOMES will, at its sole option, either:
   
       i. Procure the continuing right of the Customer to use the Software.
      
       ii. Replace or modify the Software in a functionally equivalent manner so that it no longer infringes.
      
       iii. Terminate this Agreement and refund to the Customer all unused subscription fees paid by the Customer with respect to such Software.

9. LIMITATIONS OF LIABILITY

   a. Disclaimer of Indirect Damages. Notwithstanding anything to the contrary contained in this Agreement, AUTOMATION OUTCOMES shall not have any liability to the Customer or its Authorised Users or any client of the Customer for any damages caused by:
   
       i. The use or inability to use any Software, or Documentation.
      
       ii. The cost of procurement of substitute goods or services.
      
       iii. Accuracy of data transferred to any other software or service.
      
       iv. Instances in which Customer Data stored or communicated is accessed by third parties through illegal or illicit means, including without limitation situations in which Customer data is accessed through the exploitation of security gaps, weaknesses or

 flaws that may exist.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

   b. Cap on Liability. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 8 (Mutual Indemnification), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

   c. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the pricing offered by AUTOMATION OUTCOMES to the Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement.

10. GENERAL

a. Relationship. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

b. Assignability: Either party may assign this Agreement without the other party’s prior written consent in the event of a merger, acquisition, or other change of control, provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement. The assigning party must provide the other party with written notice of any such assignment within 30 days of the assignment.

c. Notices. Except as otherwise provided herein, all notices to the parties shall be sent to the addresses listed in this Agreement. All notices must be made either via email, conventional mail, or overnight courier. Notice sent via conventional mail, using registered mail, is deemed received four business days after mailing. Notice sent via email or overnight courier is deemed received the second day after having been sent.

   d. Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to force majeure, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected.

   e. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future.

   f. Construction and Severability. This Agreement shall be construed without regard to the party or parties responsible for the preparation of the same and shall be deemed as prepared jointly by the parties. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party. Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the enforceability of the remaining portions.

   g. Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

   h. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto regarding the Customer’s use of the Software and supersedes all prior agreements, representations, arrangements, and understandings, whether oral or written, express or implied, with respect to the subject matter. In the event of conflict or inconsistency among the following documents, the order of precedence is: 1) Sales Order, 2) Agreement, 3) Documentation. These terms and conditions apply to future purchases of products and services by the Customer from AUTOMATION OUTCOMES.