This License Agreement, including all exhibits ("License") is a legal
agreement between you and Fondazione Bruno Kessler ("FBK" or "we") for
the software NuRV and any data related to it, which may
include source code, and any associated materials, text or binary
files, associated media and "online" or electronic documentation and
any updates we provide in our discretion (together, the "Software").

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1. SCOPE AND KEY TERMS

This is a legal agreement (this "Agreement") concerning your use of
the Software, described below, during the Evaluation Period. The
rights granted to the Software are expressly conditioned upon
acceptance of these Terms and Conditions by the legal entity or person
acquiring the license and, if applicable, responsible for payment. If
you are using the Software as an employee, the legal entity that
employs you is the "licensee." Your employer may have already accepted
a version of these Terms and Conditions by signing an Order Schedule
referencing them. In all other circumstances, you are binding your
employer, and yourself personally as an employee, to these Terms and
Conditions by using the Software. References below to "you" or "your"
refer to the licensee of the Software. FBK is the "licensor".

1.1 "Authorized User" means a parties', and its wholly owned
subsidiaries', employees or authorized contractors (a) whose duties
require access to or use of the Software or Confidential Information
for the benefit of that party; and (b) whose legal obligations to
protect confidential and proprietary information require protection of
the Software and Confidential Information to at least the same extent
as set out in this Agreement. For clarity, Licensee shall not appoint
a third party licensor of portions of the code base reviewed during
the Evaluation Period as an Authorized User.

1.2 "Evaluation Period" means the period of days lasting until 5pm
Central Europe Time on February 28, 2021.

1.3 "Software" means: a. the software, scripts, checkers and other
files comprising the FBK software NuRV; b. any authorization
keys and passwords that FBK may deliver to you from time to time in
order to operate such software and carry out your evaluation of it;
c. all related user documentation, in written, electronic or other
format, which describes the Software and its operation and which FBK
makes generally available to its licensed Licensees for use with the
Software ("Documentation"); and d. all updates and modifications to
the foregoing items.


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2. LICENSE

2.1 Limited Rights.
Subject to your compliance with the terms and conditions of this
Agreement, FBK grants you a nonexclusive, non-transferable license,
solely during the Evaluation Period to use and operate the Software
solely for the purpose of evaluating the Software's capabilities for a
potential purchase of a Software license. The license granted under
this Agreement shall be limited as follows: (a) Licensee may use the
Software on computers owned or controlled by Licensee for analyzing,
building or testing Licensee developed or licensed software code only;
(b) Licensee may use the results of analysis of Licensee software code
by the Software for review and evaluation purposes only; such results
may not be used in connection with the development of any Licensee
software code; and (c) Licensee may share the results of the operation
of the Software only with Licensee's employees, if any, who need to
know for the purpose of evaluating the Software for potential purchase
as described above.

2.2 Conditions.
The Software is the proprietary information of FBK or its suppliers
who retain exclusive title to their intellectual property rights in
the Software. Your rights to the Software are limited to those
expressly granted above and FBK reserves all rights not expressly
granted in this Agreement. The rights granted to you above are
conditional upon your compliance with the following obligations:
a. You will not copy FBK's software products or documentation, in
whole or in part, except as expressly authorized in this Agreement.
b. You will not transfer, assign, lease, lend or rent FBK's software
products or documentation, use them to provide service bureau,
time-sharing or other services, or otherwise provide or make the
functionality thereof available to third parties except as expressly
authorized in this Agreement. c. You will not disassemble, decompile,
reverse engineer, modify or create derivative works of FBK's software
products or documentation nor permit any third party to do so, except
to the extent such restrictions are prohibited by applicable mandatory
local law. d. You will not allow access or use of the Software by, and
will not display the Software's user interfaces to, anyone other than
the Authorized Users, without FBK's prior express written consent.
e. You will not disclose to any third party any comparison of the
results of operation of FBK's products with other products. f. You
will not delete or in any manner alter the copyright, trademark or
other proprietary rights notices appearing on the Software as
delivered by FBK. You will reproduce such notices on all copies you
areauthorized to make of the Software. g. You will not run or operate
the Software or try to access the Results once the Evaluation Period
expires. h. When the Evaluation Period expires, you will delete from
your systems all copies of the Software in all forms and types of
media. i. If you are acting on behalf of your employer, you shall
ensure that your employer and other employees with whom you share
information about the Software and Results all comply with the
obligations set out in this Agreement.

2.3 Pre-Release Software.
Where Software includes FBK software not yet available to the public,
you acknowledge that: (a) the Software may not be an official product
and may not have been commercially released by FBK; (b) the Software
may not be in final form or fully functional and may contain errors,
design flaws or other problems; (c) it may not be possible to make the
Software fully functional; (d) use of the Software may result in
unexpected results, loss of data, project delays or other
unpredictable damage or loss; and (e) FBK is under no obligation to
release a commercial version of the Software and has the right to
abandon development of the Software at any time and without liability
to you.

2.4 Feedback and Analytics.
You may choose to, but are not required to, provide suggestions, data,
feedback and other information to FBK regarding possible improvements
in the operation, functionality or use of FBK's software products. You
hereby grant to FBK, without charge, the right to use, copy, modify
and create derivative works of any such suggestions, data, feedback
and information solely for the purpose of (i) improving the operation,
functionality or use of its existing and future product offerings and
commercializing such offerings, and (ii) publishing aggregated
statistics about software quality, provided that no data in any such
publication can be used to specifically identify you, your employer or
your software code.

2.5 Keys and Access.
FBK agrees to provide Licensee those authorization keys and/or
passwords which are necessary to permit Licensee to gain access to
Software made available to Licensee for the Software which has been
properly licensed to Licensee in accordance with this
Agreement. Notwithstanding anything to the contrary in this Agreement,
Licensee hereby acknowledges that Licensee shall have no right or
license to any software made available to Licensee for any software
which has not been properly licensed to Licensee pursuant to this
Agreement, that any such software has been included therein solely as
a matter of convenience, and that Licensee further agrees not to
attempt to gain access to, or permit any third party to attempt to
gain access to, such software.


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3. CONFIDENTIALITY

3.1 Confidential Information.
"Confidential Information" means: (a) each party's software products,
in byte code or source code form; (b) any authorization keys and
passwords delivered in order to operate such products; (c)
Documentation, product road maps and development plans, and product
pricing information; (d) any results of operation of the Software; and
(e) any business, technical or training information of a party that,
if disclosed in writing, is marked "confidential" or "proprietary" at
the time of disclosure, or, if disclosed orally, is identified as
"confidential" or "proprietary" at the time of disclosure, and is
summarized in a writing sent by the disclosing party to the other
party within thirty (30) days of such disclosure.

3.2 Exclusions.
Confidential Information does not include information that: (a) is or
becomes generally known or available to the public through no act or
omission of the party receiving Confidential Information ("Receiving
Party"); (b) is rightfully known by the Receiving Party prior to
receiving such information from the other party ("Disclosing Party")
and without restriction as to use or disclosure; (c) is independently
developed by the Receiving Party without use of the Disclosing Party's
Confidential Information and without breach of this Agreement; or (d)
is rightfully received by the Receiving Party from a third party
without restriction on use or disclosure. The existence of this
Agreement and the nature of the business relationship between the
parties are not considered Confidential Information.

3.3 Use and Disclosure Restrictions.
Receiving Party will not use the Disclosing Party's Confidential
Information except as necessary to exercise the rights granted under
this Agreement or to evaluate opportunities to license additional
Software from FBK pursuant to the applicable Agreement, and will not
disclose such Confidential Information to any person or entity except
to its employees or Authorized Users. Without limiting the generality
of the foregoing, Licensee agrees that it will not post the Software,
the Documentation, or any screenshots of the Software or results
generated by the Software, on any network that is accessible by anyone
other than the Authorized Users. The foregoing obligations will not
restrict either party from disclosing Confidential Information of the
other party: (a) pursuant to the order or requirement of a court,
administrative agency, or other governmental body, provided that the
party required to make such a disclosure gives reasonable notice to
the other party to contest such order or requirement; and (b) on a
confidential basis to its legal or financial advisors that need to
know in order to provide business advice to such party. In addition,
each party may disclose the terms and conditions of this Agreement:
(i) as required under applicable securities regulations; and (ii) on a
confidential basis to present or future providers of venture capital
and potential private investors in or acquirers of such party.

3.4 Right of Equitable Relief.
The parties acknowledge that violations of the covenants and
obligations of this Agreement may cause the non-breaching party
irreparable injury for which an adequate remedy at law may not be
available. Therefore, the non-breaching party shall be entitled to
seek all remedies that may be available under equity, including
immediate injunctive relief, in addition to whatever remedies may be
available at law.


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4. NO WARRANTY; NO MAINTENANCE OR SUPPORT

FBK has no obligation to provide maintenance or support services in
connection with the Software. The Software is being provided "AS IS."
FBK DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH
DESCRIPTION, AND NON-INFRINGEMENT. FBK AND ITS SUPPLIERS SPECIFICALLY
DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS
ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.


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5. LIMITATION OF LIABILITY

IN NO EVENT WILL FBK BE LIABLE TO YOU, YOUR EMPLOYER OR TO ANY THIRD
PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, SPECIAL,
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING
LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED
SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES
ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS
PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. Licensee acknowledges that FBK would not
be able to provide the Software without the limitations set forth in
Section 5 herein.


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6. EXPORT CONTROL

You agree to comply fully with all relevant export laws and
regulations, including those of the United States and the Member
States of the European Union. These laws include restrictions on
destinations, end-users and end use. You will ensure that neither the
Software, nor any direct product thereof are: (a) exported or
re-exported directly or indirectly in violation of applicable export
laws; or (b) used for any purposes prohibited by applicable export
laws, including but not limited to nuclear, chemical, or biological
weapons proliferation. You will, at FBK's request, demonstrate
compliance with all such applicable export laws, restrictions, and
regulations.


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7. GENERAL

You have no right to assign this Agreement. This Agreement is governed
by and construed in accordance with the laws of Italy. This Agreement
constitutes the complete and exclusive understanding and agreement
between the parties regarding its subject matter and supersedes all
prior or contemporaneous agreements or understandings, written or
oral, relating to its subject matter and may only be modified by a
written agreement signed by both parties.


