GiPStech Non-Commercial SDK License Agreement

Last modified: October 26, 2021

This GiPStech Non-Commercial SDK License Agreement (“Agreement”) governs your access to and use of the GiPStech Application Programming Interface (API) and associated documentation, code, and related materials as made available by GiPStech S.r.l. for non-commercial use – collectively, the Software Developer Kit (SDK). By installing or using any portion of the SDK, you are agreeing to this Agreement. Please read it carefully.

In this Agreement, the words “we,” “us,” and “our” (and related words) refer to GiPStech S.r.l.., which is located at Via Quasimodo 8, c/o Studio Bonaro, 87036 Rende (CS), Italy. The words “you” and “your” (and related words) refer to the user of the SDK, whether an individual, corporation, or other entity. You may not use the SDK unless you accept this Agreement and have the power and legal right to form a contract with us. Any individual installing or using the SDK in the name of a company or other organization represents and warrants that he or she is authorized and intends by those actions to bind the company or other organization to this Agreement.

SDK Description

The SDK includes the API, mapping application, documentation, access to integrated web services, other tools, code and related materials as made available by GiPStech S.r.l.

The API is intended to enable developers to create mobile applications that integrate or interface with GiPStech’ services and related data, metadata, and other content (collectively, our “Services”) as described on our website and in the documentation we furnish with the SDK.

Non-Commercial License

Subject to your continuous compliance with the terms and conditions of this Agreement, GiPStech grants you a nonexclusive, revocable, non-transferable license, solely for testing, evaluation, or other non-revenue-generating purposes:

(a) to use the SDK solely to develop, implement, and integrate interfaces in order to provide access to our Services through your own mobile application (your “App”) in accordance with our SDK documentation and guidelines, including those we post on the developers’ section of the GiPStech website or otherwise furnish to you, and all applicable laws and regulations;

(b) to redistribute those components of the SDK that we identify as redistributable, but solely in object-code form as integrated into your App; and

(c) to use, reproduce, distribute, transmit, and display the data, metadata, and other content that we make accessible through the SDK as part of our Services, but solely for use by end users on and through your App in accordance with the “End Users” provisions below.

License Limitations

You may not use or distribute our SDK or any portion of our Services for revenue-generating or other commercial purposes, unless separately authorized under (and subject to the fees and other terms of) an applicable commercial or enterprise license agreement between you and GiPStech. Please contact GiPStech’ sales department for information regarding commercial or enterprise licensing. You also acknowledge and agree that your App must provide substantial functionality, features, and value beyond merely providing access to GiPStech’ Services.

You agree that we may limit the rates at which your App may access, call, receive data through, or otherwise use the SDK. We will use reasonable efforts to identify the applicable rate limits on the developer section of our website. Nevertheless, use of the SDK may involve the transmission of significant amounts of data to and from our servers, and each user (including you) is solely responsible for any associated fees that may be charged by that user’s mobile communications carrier or other applicable service providers.

Upon our reasonable request, you agree to provide us with access to your App and other pertinent information to allow us to evaluate the manner in which our SDK is used in your App and to verify your compliance with this Agreement.

End Users

In order for each end user to access or use our Services through your App, we may require the end user to have a GiPStech Services account and accept our standard terms and conditions (including privacy policies) for those Services. You will be responsible for informing your end users of these requirements, and you will also ensure that each end user has accepted a written end-user agreement for your App itself that:

(a) contains acknowledgements by the end user that GiPStech owns the Services we provide, that the end user accepts GiPStech’ then-current Terms of Service and Privacy Policy, and that GiPStech is a third-party beneficiary of the foregoing acknowledgements;

(b) does not purport to grant any rights in relation to the Services (beyond the limited rights to use them within your App in accordance with our applicable terms and conditions);

(c) does not purport to make any representation, warranty, or other statement on behalf of GiPStech; and

(d) contains appropriate warnings and disclaimers, including but not limited to warnings of possible safety hazards, in relation to the Services as they may be used in the context of your App.

You are not authorized to make our Services available to any end user for whom the preceding requirements are not satisfied.

If you make your App available to general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your App, and you must provide legally adequate privacy notice and protection for those users. If your App stores personal or sensitive information provided by users, it must do so securely. If you or your App have access to an end user’s GiPStech account information, that information may be used only to make our Services available to that end user to the extent permitted by these terms and the permissions granted to you by the end user.

No Support; Updates

GiPStech has no technical support, software maintenance, or similar obligations under this Non-Commercial SDK License Agreement. If you anticipate needing technical support, you should enter into an applicable commercial or enterprise license agreement with GiPStech. We may (but are not obligated to) update or revise the SDK from time to time, and such updates and revisions may adversely affect the manner in which your App accesses or communicates with the SDK. Accordingly, you agree to implement and use the most current version of the SDK, and to make any changes to your App that are required as a result of our updates and revisions to the SDK, at your sole cost and expense. We will attempt to provide thirty (30) days’ advance notice of any revisions to the SDK that are not backward compatible or that remove significant functionality by posting the notice on the developers’ section of the GiPStech website, unless circumstances require us to make an immediate change, in which case we will attempt to provide you with as much advance notice as possible.

Developer Credentials

You are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by GiPStech or that you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.The developer credentials are issued to you for implementation of the SDK in one and one only application. However, updates and different versions for different platforms of the same application may use the same developer credentials. If you need to implement more than one application, you are to contact GiPStech for issuance of more developer credentials. This will allow us to track different usages and to return more accurate information.

Data Collection

We may collect usage statistics and other information regarding or in connection with the use of our Services through your App, including but not limited to (i) a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used; and (ii) end users’ location data and other data and metadata gathered, processed, or generated by our Services in the course of their operation. You agree that we may store, aggregate, use, and otherwise exploit such information in any manner that does not violate applicable laws or GiPStech’ applicable privacy policies. You agree not to interfere with, disrupt or block such information from being transmitted to GiPStech through the SDK. Any results, usage statistics, data or information (in the aggregate or otherwise) that you derive from analyzing, monitoring the use of, or using our SDK and/or Services may be used for your internal purposes only. You may not release, disclose, sell, rent, or otherwise make any such data available to any third party without our express permission.

Attribution

You must prominently display the GiPStech logo, trademark, and/or other branding element(s), as furnished or designated by us in our reasonable discretion, (the “GiPStech Marks”) in connection with any promotional or marketing material for your App. Such uses of the GiPStech Marks must comply with the “Trademark License” terms below. In addition, you agree not to make any press release, website announcement, app store description, or other public communications regarding the GiPStech-powered features or functionalities of your App unless: (i) such communications prominently give attribution to GiPStech as the provider of the Services; and (ii) you have submitted the communication to us and obtained our written approval of the attribution in advance.

Confidential Information

The SDK and associated documentation include non-public information, software and/or specifications (“Confidential Information”), which is confidential and proprietary to GiPStech. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without our prior written consent. You agree to protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

Non Disclosure

The Confidential Information disclosed under this Agreement includes, without limitation, GiPStech’s information related to indoor localization, inertial engines, dynamic activity classification, gesture handling, motion detection, MEMS sensor handling, AHRS systems and related activities. You agree to exchange Confidential Information on the terms and conditions set forth in this Agreement, for the utilization of the SDK and evaluation of shared business opportunities.The obligations contained in this Agreement shall continue for a period of 5 (five) years from receipt of the particular Confidential Information, regardless of termination or expiration of this Agreement.

Standard of Care: you shall: (i) keep all disclosed Confidential Information strictly confidential by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Recipient uses to protect its own confidential information of a like nature, (ii) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein), (iii) use the Confidential Information solely for the Purpose set forth in Article 5 above and not otherwise use the Confidential Information in the design or manufacture of its products or the design of its processes, or in any other manner, (iv) not reverse engineer, decompile, disassemble, modify, adapt, translate or otherwise alter in any way, any prototype, product, sample, software, schematic, flowchart or other tangible objects which embody the Confidential Information, except if so authorized in writing by the Discloser and (v) make the Confidential Information available only to those employees, who have a reasonable need for such information for the Purpose set forth in Article 5 above, are aware of the confidential nature of such Confidential Information and are bound by their employment agreement or otherwise by an appropriate obligation of confidentiality no less stringent than the terms of this Agreement.

You agree to promptly notify GiPStech in writing of any misuse or misappropriation of your Confidential Information that may come to your attention. Your obligations shall only extend to Confidential Information that (i) is defined as such in this Agreement, or (ii) is marked as confidential at the time of disclosure, or (iii) if not marked, such as given orally, is identified as confidential in a written memorandum sent to Recipient within thirty (30) days of disclosure.

Exclusions: Information received from the Discloser shall not be deemed to be Confidential Information if: (a) The information is or becomes available to the public without breach of this Agreement by the Recipient; (b) The Discloser agrees in writing that it can be disclosed by Recipient to a third party without restriction; (c) The Confidential Information is known to Recipient prior to its receipt, and/or later is disclosed to Recipient by a third party, in which case Recipient shall owe to Discloser duties of non-disclosure no more stringent than those, if any, owed to the third party from whom the information was received; or, (d) The information is independently developed by employees of Recipient without use of the Confidential Information.

Trademark License

Subject to your continuous compliance with the terms and conditions of this Agreement, GiPStech grants you a nonexclusive, revocable, personal license to use and display the GiPStech Marks on your App and associated promotional and marketing materials, solely in order to identify that the Services are furnished by GiPStech.

Prior to your use of the GiPStech Marks, you must submit to GiPStech samples of such materials for our approval, which we may give in our sole discretion. Once GiPStech has approved the initial representative samples of your use, you do need not to submit any new materials displaying the GiPStech Marks for prior approval, unless those materials display the GiPStech Marks in a manner or context substantially different from the manner or context in which the GiPStech Marks were displayed in previously approved samples.

You agree to comply with such trademark usage guidelines as we may post on the developers’ section of our website or otherwise furnish to you from time to time. The GiPStech Marks may not be included in or as part of your company name or logos or in any name and/or other identifier that you use to identify your products or services, or in a manner that creates a sense of endorsement, sponsorship, or false association with GiPStech.

All use of the GiPStech Marks, and all goodwill arising out of such use, inures to GiPStech’ benefit. If you acquire any rights in the GiPStech Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to GiPStech, immediately assign such rights to GiPStech. Nothing herein will give you any right, title or interest in the GiPStech Marks, other than the right to use the GiPStech Marks in accordance with these terms, and you agree not to challenge our ownership of the GiPStech Marks, challenge the validity of the GiPStech Marks or this license, or otherwise copy or exploit the GiPStech Marks during or after the term except as specifically authorized herein.

Restrictions and Conditions

Your license rights with respect to our SDK, GiPStech Marks and Services are expressly contingent upon your agreement and compliance at all times with the following restrictions and conditions.

(a) You will not use the SDK to engage, directly or indirectly, in any business activity that conflicts with, or places you in a conflicting position to, GiPStech’ business, products, or services, or that may reasonably be deemed to be intended to divert and/or drive audience traffic away from our products and services.

(b) You will not use the SDK for purposes of monitoring the availability, performance or functionality of any of our products or services or for any other benchmarking or competitive purposes.

(c) You will comply with all laws, statutes, ordinances and regulations that are applicable to your activities under this Agreement. GiPStech may monitor your access and use of the SDK and Services. You will not interfere with such monitoring or in any way attempt to conceal your activities hereunder from GiPStech.

(d) You will not interfere with or disrupt the SDK, attempt to gain unauthorized access to any systems or networks that connect thereto, or circumvent our rate limits on use of the SDK (and you understand you’re your attempts to do any of the foregoing may result in access to the Services through the SDK being temporarily or permanently blocked);

(e) You may not use, copy, modify, transfer, sublicense, lease, lend, distribute or otherwise allow any third party to access the SDK, except as expressly set forth in this Agreement, nor remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) on the SDK, Services, or associated materials;

(f) You may not reverse engineer, decompile, disassemble, or otherwise attempt to extract the functionality, source code, structure, or other trade-secret aspects of our software or technologies from any of the materials made available to you under this Agreement, except to the extent, if any, that restrictions on such activities are prohibited by applicable law.

(g) You may not use the SDK in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

Floor Plans

You acknowledge that GiPStech will use any floor plan uploaded by you to map the internal layouts of buildings and to provide such maps and associated positioning, navigation and other services to third parties, without any attribution or compensation to you. When uploading floor plans, you shall respect the rights of others and act lawfully. Specifically, for every upload, you must: (i) have all necessary rights, permissions and/or licenses to create and/or upload your content, including any applicable intellectual property rights, survey rights, and building entry rights; (ii) abide by all applicable laws, regulations, and rules, including any owner instructions, notices, or posted signage, restricting the uploading of floor plans and/or covering your activities within a building; (iii) respect the privacy of others with respect to content being uploaded; and (iv) refrain from activities that may harm or interfere with others’ use or enjoyment of a property. Prohibited Content

Non-public buildings: We do not allow the upload of any floor plan of non-public buildings unless you are the owner and operator of such building (or are uploading the floor plan as the authorized agent of the owner and operator of such building). This includes private residences or secured buildings that require clearance for entry.

National defense content: We do not allow the upload of any floor plans or other content associated with national defense or government security.

Secret content: We do not allow the upload of any floor plans that are a trade or government secret.

Images of people: We do not allow the upload of floor plans that show identifiable persons.

Trademarked content: You may identify spaces with their correct associated names, even if those names consist of trademarks, but we do not allow any labels on floor plans that falsely imply endorsement or sponsorship by the relevant trademark holder. We also do not allow the upload of floor plans that contain trademarked logos or similar decorative elements.

Copyrighted content: It is our policy to respond to clear notices of alleged copyright infringement.

Illegal content: We do not allow upload of content that violates any applicable law, regulation, or rule, including any owner instructions, notices, or posted signage.

Inappropriate content: Your floor plans should consist of factual information regarding the floor plan. We reserve the right to remove inappropriate non- factual content, including obscenities, pornography, defamatory statements, hate speech, and threats of violence. We also reserve the right to remove content that harms our system, including content we consider spam and/or that contain malware, viruses, or other harmful code.

Privacy Policy

You acknowledge and consent that GiPStech collects information to provide and improve our Services, administer your use of the Services (including your GiPStech account), enable you to easily navigate our Services, and develop statistical knowledge and mobile analytics.

Information we collect include, but are not limited to, (i) GiPStech account information as provided by you, including any “Personally Identifiable Information” or “PII”; (ii) Information Collected Using Cookies as per industry standards; (iii) Location Information collected during mapping or navigation; and (iv) Other Information Related to Use of the Services which may include information such as a unique session ID number, the user’s mobile device ID, device configuration, IP address, browser type, and operating system, the third- party application or web page through which a user accesses or navigates to our Services, the developer of the relevant third-party application, the pages or features of our Services accessed by the user and the time spent on those pages or features, search terms, the links on our Services that a user clicks on and other statistics.

We take reasonable measures to protect the information that we collect from or about you (including your PII) from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.

We will not share any PII that we have collected from you except as described below

A. Information Shared with Our Services Providers: We may engage third party service providers to work with us to administer and provide the Services. These third-party services providers have access to your PII only for the purpose of performing services on our behalf and are obligated not to disclose or use your PII for any other purpose.

B. Information Shared with Third Parties: we may share aggregated information and non-identifying information with third parties for industry analysis, demographic profiling and other similar purposes.

C. Information Disclosed in Connection with Business Transactions: information that we collect from our users, including PII, is considered to be a business asset. As a result, if we go out of business or enter bankruptcy or if we are acquired as a result of a transaction such as a merger, acquisition or asset sale, your PII may be disclosed or transferred to the third-party acquirer in connection with the transaction.

D. Information Disclosed for Our Protection and the Protection of Others: it is our policy to protect you from having your privacy violated through abuse of the legal systems, whether by individuals, entities or government, and to contest laims that we believe to be invalid under applicable law. However, it is also our policy to cooperate with government and law enforcement officials and private parties. Accordingly, we reserve the right to disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary: (i) to satisfy or comply with any applicable law, regulation or legal process or to respond to lawful requests, including subpoenas, warrants or court orders; (ii) to protect our property, rights and safety and the rights, property and safety of third parties or the public in general; and (iv) to prevent or stop activity we consider to be illegal or unethical.

E. Information We Disclose With Your Consent or at Your Request: If you have expressly requested that we do so, we may share your PII with (i) third-party sites or platforms, such as social networking sites; and/or (ii) third- party application developers.

Ownership

You expressly acknowledge that GiPStech and its licensors own all worldwide right, title and interest in and to the Services, SDK, and GiPStech Marks, including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any and all rights not specifically granted herein to you are reserved by GiPStech.

Third Party Applications

If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that GiPStech is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that we are not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. The data, content, and resources presented to you through such a third party application may be protected by intellectual property rights that are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this Agreement does not affect your legal relationship with these third parties.

Term and Termination

The term of this Agreement will commence on the date you first accept it and shall remain in effect until terminated by either party as provided below. You may terminate this Agreement at any time, for any reason or no reason, by ceasing to use the SDK and your developer credentials. GiPStech may terminate this Agreement, for any reason or no reason, upon at least fifteen (15) days’ written notice (including by email) to you. We may also immediately suspend your access to the SDK and/or any Services and, at our option, we may terminate this Agreement, at any time and without notice if we believe you have breached any term or condition in this Agreement. We will not be liable for any costs, expenses, or damages as a result of our termination of this Agreement. Upon termination of this Agreement, all licenses granted to you hereunder will terminate, you must promptly cease accessing and using the SDK and any GiPStech developer credentials, and you will remove all GiPStech Confidential Information (as defined below) and all copies and portions thereof, in all forms and types of media from your systems and records. The provisions of this Agreement entitled “Data Collection,” “Ownership,” “Confidential Information,” “Disclaimer,” “Indemnification,” “Limitation of Liability,” and “General” will survive termination or expiration.

Representation

You represent and warrant that you have the necessary power and authority to enter into this Agreement, to perform the obligations hereunder and to grant all of the rights granted under this Agreement.

Disclaimer

You assume all responsibility and risk of use of the GiPStech SDK, your App, and the Services as integrated or incorporated into your App. The SDK and Services are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GiPStech is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the SDK or Services.

Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend (or settle) and hold us harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) your use of the SDK or your unauthorized use of GiPStech Marks; (ii) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement; or (iii) your App.

Limitation of Liability

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN RELATION TO THIS AGREEMENT OR THE SDK WILL BE LIMITED TO $50 (U.S.) OR, IF APPLICABLE, THE AMOUNT YOU PAID TO US FOR THE USE OF THE SDK. WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, USE, OR GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING UNDER THIS AGREEMENT OR RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SDK OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Modification

We may modify any of the terms and conditions contained in this Agreement, and/or the SDK documentation and guidelines, as we distribute new versions of the SDK. When these changes are made, we will make the new version of this Agreement available on the website where we offer the SDK, and your access to the new version of the SDK will be subject to your acceptance of the revised terms.

General

This Agreement will be governed by and construed in accordance with the Italian laws, without regard to its conflict of laws rules or principles. All claims arising out of or relating to this Agreement or the SDK will be litigated exclusively in the federal or state courts of Milan, Italy, and you and GiPStech consent to personal jurisdiction in those courts. You may not assign or transfer your rights or duties under this Agreement, by operation of law or otherwise, without our prior written consent. Our failure to enforce any right or provision will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, together with the other GiPStech terms and policies referenced herein, constitutes the entire agreement between you and us regarding the subject matter hereof, and supersedes and replaces any prior agreements between you and us regarding such subject matter.

Contacting Us

If you have any questions regarding this Agreement please contact us via email at info(at)GiPStech.com.