Software License Agreement – General Terms and Conditions Cortex - Mastering Oracle to PostgreSQL migrations Reference: SD20240101EUSP_GTC This Software License Agreement is created and entered into on , 2024 ("Effective Date"), between the Parties as set forth below: Splendid Data Nederland B.V., a Dutch corporation, registered in the Trade Register of the Chamber of Commerce under number 08090156, with registered office at Binnenhof 62a, 1412 LC Naarden, The Netherlands (Splendid Data) and EUSP (EUSP) Hereinafter referred to collectively as “Parties” or individually as “Party”. 1. Recitals Whereas, the purpose of this Software License Agreement and the applicable Order Form referring to this Software License Agreement (hereinafter referred to as “Agreement”) sets forth the terms and conditions under which Splendid Data grants, and EUSD accepts, this Agreement for Cortex (“Licensed Product”), for utilization in assessment and migration projects and/or for demonstrations and/or proof of concepts all related to migrating Oracle databases to PostgreSQL under the conditions described in this Agreement. Whereas, 1.1 The Parties acknowledge and agree that EUSD has chosen the Licensed Product and License Type(s) considering its needs, its business requirements and the hardware that it intends to use in conjunction with the use of the Licensed Product, 1.2 The Parties acknowledge and agree EUSD is aware that the Licensed Product is developed by and made for specialists who have the necessary technical skills of databases and in particular Oracle databases and PostgreSQL, and 1.3 The Parties acknowledge and agree to the terms and conditions of this Agreement, and accepts them without reservations. Now, therefore, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties, intend to be legally bound, hereby covenant and agrees as follows: 2. Definitions Any first letter capitalised terms in this Agreement shall have the meanings ascribed to them below or as may be set forth elsewhere in this Agreement. Affiliate: with regards to each Party, any company, firm or legal entity that Controls (“Parent Company”), or is Controlled by, or is under common Control with such Party or its Parent Company, where “Control” means, now or hereafter, (i) to hold directly or indirectly fifty percent (50%) or more of the nominal value of the issued share capital, or fifty percent (50%) or more of the voting power at general meetings of a company, firm or legal entity, or (ii) to have the power to appoint a majority of directors or otherwise to direct the activities of a company, firm or legal entity. Agreement: includes this Software License Agreement and the applicable Order Form(s) referring to this Software License Agreement. Cortex: Software Components and Documentation to assess and migrate Oracle Data Objects and Oracle Code Objects, all represented by the applicable Oracle Catalog Views, to native PostgreSQL Data Objects and Code Objects. The Software Components whether Proprietary Software or Open Source Software included in Cortex and whether or not included in the Cortex Image, are specified in a separate document. Cortex Image(s): Cortex OCIv2 Image as functionally described by https://github.com/opencontainers/image-spec, to be able to spin up one or more Cortex Runtime Containers. Cortex Runtime Container(s): the unpacked “file system bundle” organised in such a way and containing all the necessary data and metadata needed to load and run the container and perform all standard operations against it. It is only allowed to spin up a Cortex Runtime Container on the same Server on which the Cortex Image is stored. Company: either being a(n): • End User: shall mean the entity, which is owner of the Oracle database(s) to be assessed and migrated to PostgreSQL, and that is authorized to access and use the Licensed Product, or • Service Provider: shall mean the entity in charge (as prime contractor) of the assessment and migration of the End User Oracle database(s) to PostgreSQL and/or performing demonstrations, assessments and/or proof of concepts related to Oracle to PostgreSQL migrations, that is authorised to access and use the Licensed Product. Documentation: any (user) manuals, any other related materials provided and all changes made to such manuals and other materials, which are provided by Splendid Data for use in connection with the Licensed Product. Effective Date: date on which this Agreement takes effect (date first above written). Feedback: any comments or other feedback that EUSD submits to Splendid Data concerning the functionality and/or performance of the Licensed Product, including identification of (potential) errors and improvements. Licensed Product: Cortex, supplied (as an image and used as a runtime container), and licensed by Splendid Data to EUSD in accordance with the terms of this Agreement, excluding any Open Source Software contained therein. License Type: either the license is granted for: • performing assessments and migrations of Oracle databases to PostgreSQL (“ASSMIG License”), or • performing demonstrations, assessments and/or proof of concepts related to Oracle to PostgreSQL migrations (“DAP License”). Location(s): the Location (address) where the Cortex Image is or will be stored. Depending on the License Type it may be allowed to store the Cortex Image at multiple Locations. Proprietary Software: software that is copyrighted and bears limits against use, distribution and modification that are imposed by its publisher, vendor or developer. Proprietary Software remains the property of its owner/creator and is used by EUSD under predefined conditions. Order Form(s): the applicable order form(s) referring to this Software License Agreement. Open Source Software: software that is distributed or otherwise made available as “free software”, “open source software” or under similar licensing or distribution model. Server(s): the physical Server (identification) on which the Cortex Image is or will be stored. In case, depending on the License Type, the Cortex Image will be stored at different Locations it is allowed to store the Cortex Image on a physical Server per Location. Software Components: Proprietary Software developed by Splendid Data and third parties, and Open Source Software are all part of the Licensed Product. Trademarks: the “Splendid Data” trademark, as displayed above, and any other trademark that Splendid Data Holding B.V., 100% owner of Splendid Data Nederland B.V. and Splendid Data Product Development B.V., may register. The “EUSD” trademarks as registered/used worldwide by EUSD and any other trademark the EUSD or any of its Affiliates may register. 3. License grant 3.1 Licensed Product. Subject to the terms and conditions of this Agreement and subject to the payment by EUSD of all appropriate license fees, Splendid Data grants EUSD and its Affiliates, a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Product for its business purpose in accordance with the rights and restrictions set forth herein, and to the extent of the authorization acquired by EUSD and its Affiliates as specified in the applicable Order Form(s). 3.2 Open Source Software. If applicable, Open Source Software is distributed or made available under the terms of the open source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files. Copyrights and other proprietary rights to the Open Source Software are held by the copyright holders identified in the application distribution of the applicable help, notices, about or source files. 4. Usage and conditions EUSD agrees to respects the following conditions and limitations on the use of the Licensed Product: 4.1 Neither this Agreement nor the license granted under this Agreement shall in any event be construed as being a sale of intellectual property rights, a sale of a software copy and/or a transfer of ownership of the rights to the Licensed Product. 4.2 EUSD shall not sell, transfer, or otherwise make available the Licensed Product to others except in accordance with this Agreement and any future amendments which shall be defined in one or more Addenda (referring to this Agreement) signed by both Parties. In the event of violation of this provision and EUSD’s failure to remedy such violation from sixty (60) days written notice by Splendid Data notifying EUSD such violation whereby the End User utilizes the Licensed Product for free, EUSD is owed to Splendid Data without legal intervention the lesser of the right to collect an immediately due and payable penalty of € () or the license fee payable for the End User’s violation of this clause. 4.3 Depending on the License Type as defined on the Order Form(s), EUSD, is allowed to store a Cortex Image on different Locations and Servers as necessary for use by EUSD. EUSD agrees, independent of the License Type, to maintain records of the Location(s) and Server(s) where and on which a Cortex Image is stored. 4.4 EUSD shall secure and protect the Licensed Product using the same degree of care it uses to protect its own proprietary rights, but in any case, not less than reasonable care. 4.5 EUSD shall not modify, reverse assemble, or decompile the Licensed Product except as explicitly provided by law. In the event of violation of this provision and EUSD’s failure to remedy such violation from sixty (60) days written notice by Splendid Data notifying EUSD of such violation by destroying or transferring to Splendid Data all copies of any modification, recompilation and/or reverse assembly of the Licensed Product, EUSD is owed to Splendid Data without legal intervention the right to collect an immediately due and payable penalty of € (). 4.6 In case EUSD is granted to a DAP license it is prohibited to deploy the to PostgreSQL migrated Data Objects and Code Objects for production purposes. In the event of violation of this provision and EUSD’s failure to remedy such violation from sixty (60) days written notice by Splendid Data notifying EUSD of such violation, EUSD is owed to Splendid Data without legal intervention the right to collect an immediately due and payable penalty of € (). 4.7 EUSD shall use the Licensed Product only for assessments and migrations of Oracle databases of which EUSD and/or its clients own the intellectual property or have a written formal approval of the actual owner of the intellectual property. Splendid Data can never be held responsible for the fact that EUSD assesses and/or migrates one or more Oracle databases of which EUSD and/or its clients does not own the intellectual property rights or has no formal approval from the actual owner of the intellectual property rights. 5. Intellectual property rights Splendid Data and/or its suppliers and/or licensors own all patents, intellectual property rights, copyright, author right, design rights, trade secrets and other proprietary rights in or related to Proprietary Software. Splendid Data reserves all rights not expressly granted by it to EUSD under this Agreement. EUSD agrees to: 5.1 secure and protect all copies of the Licensed Product in a manner consistent with EUSD’s obligations under this Agreement, and 5.2 take appropriate action by instruction or agreement with EUSD’s employees, temporary employees and/or consultants who are permitted access to the Licensed Product, in order to satisfy EUSD’s obligations, and 5.3 recognize and shall not infringe any intellectual property rights with respect to the Licensed Product, owned by either Splendid Data or any other supplier and/or licensor, and 5.4 recognize and shall not infringe any Trademark. 6. Continuous improvement and maintenance Given the many implementation occurrences of the Oracle Data Objects and Oracle Code Objects, the Licensed Product is continuously improved and maintained, and new Cortex Images will be released. This is done based on the usage of a Cortex Runtime Container and any reports based on this usage. Therefore, during the usage of the Cortex Image(s) and Cortex Runtime Container(s) there shall be contact on regular basis between EUSD and Splendid Data in order to provide Feedback to improve and maintain the Licensed Product. On the basis of current assessment and migration cases carried out by EUSD, in which the expected outcome partly or not at all meets the desired result(s), Parties will and can consult each other in order to determine whether and if so how the Licensed Product will be, based on the Feedback provided by EUSD, improved and when this improvement will be made available (a new release of the Cortex Image). For avoidance of doubt, the improvement contemplated under this Clause shall not incur additional costs payable by EUSD. In case Splendid Data needs access to specific Oracle Catalog Views, the Data Objects and/or Code Objects migrated to PostgreSQL, specific arrangements may have to be made. These arrangements should be recorded in the Order Form(s) related to this Agreement. 7. Support and expected skills Splendid Data provides support during the use of Cortex Image(s) and the Cortex Runtime Container(s) and/or Software Components delivered by Splendid Data separately, in case of questions regarding the functioning. This support can only be provided when EUSD’s employees conducting assessments and/or migrations with the Licensed Product has proven technical skills of databases and in particular Oracle databases and PostgreSQL. Support is provided on the basis of the submission of an electronic ticket. Tickets will in principle only be processed and answered during regular office hours from 8:00 until 18:00 CET. Specific arrangements regarding the use of our ticketing system should be recorded in the Order Form(s). 8. Training courses respectively workshops Splendid Data provides specific training courses/workshops regarding the use of the Licensed Product in combination with specific hands-on knowledge, by providing insight into the differences between an Oracle database and PostgreSQL, in order to successfully perform the migration from an Oracle database to PostgreSQL. This Clause shall not incur additional costs payable by EUSD. EUSD’s employees attending training courses/workshops need to have proven technical skills of databases and in particular Oracle databases and PostgreSQL. Specific arrangements regarding the training courses/workshops of Splendid Data should be recorded in the Order Form(s). 9. Consulting services If necessary or desired, the migration experts of Splendid Data can be hired for consulting to contribute to the successful migration of Oracle databases to PostgreSQL. Specific arrangements regarding consulting services of Splendid Data should be recorded in the Order Form(s). 10. Reporting and inspection 10.1 Reporting. EUSD shall promptly notify Splendid Data if and when the actual number of Locations and/or Servers where and/or on which the Cortex Images are stored, exceeds the numbers specified in this Agreement and/or when the number of Oracle databases migrated to PostgreSQL exceeds the number of allowed migrations as specified in this Agreement. EUSD shall include in this notice the number of additional Locations and/or Servers and the date(s) on which the Cortex Images are stored and/or the number of migrations that exceeds the number of allowed migrations. Splendid Data shall invoice EUSD accordingly and shall make an addendum to this Agreement. 10.2 Inspection. During the term of this Agreement, and for one (1) year after expiration or termination thereof, Splendid Data or its designated agent may inspect EUSD’s facilities and/or require EUSD to provide Splendid Data with relevant records to verify EUSD’s compliance with this Agreement. Any such inspection will take place only during EUSD’s normal business hours and upon no less than ten (10) days prior written notice from Splendid Data. Splendid Data will give EUSD notice of any non-compliance, including the number of reported Locations and/or Servers where and/or on which the Cortex Images are stored and the number of migrations performed by using the Cortex Runtime Container(s). Splendid Data shall invoice EUSD accordingly and EUSD shall also pay Splendid Data for the cost of such inspection. 11. Term and termination 11.1 Term. The term of this Agreement starts on the Effective Date for an indefinite period, unless EUSD gives a written notice to Splendid Data to terminate this Agreement and the applicable Order Form(s) on the specified date. 11.2 Termination resulting from a breach. If either Party breaches this Agreement, whether or not in combination with the applicable Order Form(s), and such breach is not cured within thirty (30) days after written notice of the breach is given to the breaching Party, then the other Party may, by giving written notice of termination to the breaching Party, terminate this Agreement; provided, however, that no cure period will be required for a breach by EUSD of section 16.5 of this Agreement. 11.3 Effects of termination. 11.3.1 Without prejudice to any other right or remedy of Splendid Data, in the event either Party terminates this Agreement, EUSD shall pay Splendid Data for all Units of the Product and Services on a pro-rata basis provided up to the effective date of termination. 11.3.2 In the event of termination, EUSD will immediately discontinue use of the Licensed Product and removes all the stored Cortex Images and Cortex Runtime Containers. Within one (1) month after termination of this Agreement, EUSD will furnish to Splendid Data a certificate that certifies with respect to the Licensed Product that, through its the effort and the best of its knowledge, that all Cortex Images and Cortex Runtime Containers have been removed (destroyed). The provisions of the sections 4, 5, 10, 12, 13, 14 and 16.5 hereof shall survive any termination of this Agreement. 12. Confidentiality 12.1 Confidentiality obligations. During the term of this Agreement, each Party shall a. use Confidential Information only in accordance with the terms and conditions of this Agreement; b. use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care; and c. disclose the Confidential Information only to Partners, employees, agents and contractors with a need to know, and to its auditors and legal counsel. These confidentiality obligations shall apply for a period of two (2) years following initial disclosure of the relevant Confidential Information. 12.2 Exclusions of Confidential Information. Confidential Information shall not include information which: a. is or later becomes publicly available without breach of this Agreement, or is disclosed by the Disclosing Party without obligation of confidentiality; b. is known to the Receiving Party at the time of disclosure by the disclosing Party; c. is independently developed by the Receiving Party without use of the Confidential Information; d. becomes lawfully known or available to the Receiving Party without restriction from a source that has the right to disclose said information; e. is generally known or easily ascertainable by parties of ordinary skill in the business of the Receiving Party; or is software code in either object code or source code form that is licensed under an open-source license. The Receiving Party shall not be prohibited from complying with any disclosure, mandated by applicable law if, where reasonably practicable and without breaching any legal or regulatory requirement, it gives the Disclosing Party prior notice of such disclosure. 13. Warranties and limitation/exclusion of liability 13.1 Limited Product warranty. Except as specifically stated in this section 13, the Licensed Product is provided and licensed “as is”, without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Splendid Data does not warrant that the Licensed Product will meet EUSD 's requirements or that the operation of the Licensed Product be entirely error-free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. 13.2 Limitation of liability. Splendid Data's liability arising out of or in connection with this Agreement shall be limited to direct damages only. The liability of the direct damages cannot exceed the amount of the license fee that EUSD has paid in the twelve (12) months immediately preceding the date of the first event giving rise to liability pursuant thereto. 13.3 Exclusion of liability. Splendid Data shall not be liable to EUSD for: 13.3.1 any indirect, special or consequential loss or damage, including, but not limited to: 13.3.1.1 loss of data, actual and/or anticipated profits and/or savings; 13.3.1.2 interruption of any EUSD’s process and/or service; and/or 13.3.1.3 downtime and/or corruption of data or other information and/or damage to other software, even if Splendid Data has been advised of the possibility of such loss or damage. 13.4 Acknowledgment. EUSD expressly acknowledges that the limited warranties and limitations and exclusions of liability, as mentioned in this section 13, are reasonable. 14. Disputes, applicable law and choice of domicile 14.1 To be discussed between Parties. 15. Excluded purposes of the Licensed Product 15.1 Excluded purposes. The Licensed Product have not been specifically designed and developed and is not intended for the purpose of (a) planning, construction, maintenance, control or direct operation of nuclear facilities, (b) aircraft navigation, control or communication systems, weapons systems, or (c) direct life support systems. EUSD shall not use the Licensed Product for the above-mentioned purposes. 15.2 Responsibility. EUSD shall be solely responsible for the results obtained from the use of the Licensed Product. 16. Miscellaneous 16.1 Notices. Any notices under this Agreement must be in English, in writing, and will be deemed given when delivered by hand or five (5) days after being sent using a method that provides delivery confirmation to the respective addresses or e-mail address indicated in the Order Form(s), provided that any notice from EUSD to Splendid Data includes a copy sent to Splendid Data for the attention of the Chief Operations Officer (COO). 16.2 Independent contractor. Splendid Data is an independent contractor and nothing in this Agreement will be construed to create an employment or agency relationship between EUSD and Splendid Data. Each Party will be solely responsible for supervision, direction, control and payment of its personnel. 16.3 Force majeure. Neither Party will be liable for non-performance or delays caused by acts of God, wars, riots, strikes, fires, floods, hurricanes, earthquakes, pandemic, government restrictions, terrorist acts or other causes beyond its reasonable control. 16.4 Non-solicitation. Parties agree not to solicit or hire any personnel of each other during the term of this Agreement and for twelve (12) months after termination or expiration thereof. 16.5 Export control. EUSD represents and warrants to Splendid Data that it: a. understands that the Licensed Product is subject to export controls under the U.S. Commerce Department’s Export Administration Regulations; b. is not located in a prohibited destination country under said regulations or U.S. sanctions regulations; c. will not export, re-export, or transfer the Licensed Product or any Software Component that is part of the Licensed Product to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s); d. will not use or transfer the Licensed Product or any Software Component that is part of the Licensed Product for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by an applicable arms embargo, unless authorized by the relevant government agency by regulation or specific license; e. understands and agrees that if EUSD is located in the United States and exports or transfers the Programs to eligible end-users, EUSD shall, to the extent required by Section 740.17(e) of said export regulations, submit semi-annual reports to the Commerce Department’s Bureau of Industry and Security, which include the name and address (including country) of each transferee; and f. understands that countries, including the United States, may restrict the import, use, or export of encryption products (which may include the Licensed Product or any Software Component that is part of the Licensed Product) and agrees that it shall be solely responsible for compliance with any such import, use, or export restrictions. If EUSD breaches this Section 16.5, Splendid Data may terminate any and all Agreements with immediate effect. 16.6 Severability. If any provision of this Agreement is held invalid or unenforceable but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be modified appropriately, the Parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement. 16.7 Waiver. The delay or failure of either Party to exercise any rights under this Agreement shall not constitute or be deemed a waiver or forfeiture of such rights. 16.8 Amendment. This agreement and/or the applicable Order Form(s) can only be amended by means of a written instrument signed by the authorised representative(s) of the Parties.