Terms and Conditions

Pressing Enterprises, Inc.

PRODUCT-SERVICE END USER LICENSE AGREEMENT

This Product-Service End User License Agreement (“PSEULA”) and the applicable Supplemental Terms (together, this “Agreement”) are entered into between Pressing Enterprises, Inc. (“PEI”) and/or its entity named on any Agreement or Order (“PEI ENT”) and the Client that accepted this Agreement (“Client”). PEI ENT may be wholly owned by PEI, operated under cooperative agreement(s) between PEI and another entity, or both. This Agreement may be accepted through an electronic system specified by PEI or PEI ENT. In the electronic system, Client may accept these terms by physical signature. Client may be directly or indirectly prompted to accept these terms by clicking a button, accessing a website or other electronic network location, or providing an electronic signature. Use of the Products, Software, Services or other PEI or PEI ENT Intellectual Property (“PEI IP”), clicking the button, physically signing, or providing an electronic signature indicates that Client has read, understood and accepted these terms. If Client does not accept this Agreement, Client shall not use the Product(s), cease any use of Software, does not desire or accept Services, and shall return any delivered items to PEI, PEI ENT or its authorized solution partner(s).

1. DEFINITIONS

“API” means application programming interface.

“Documentation” means user documentation provided by PEI or PEI ENT for Software, Hardware, or Services, in print, online, embedded as part of a Product or Software, or in supplied license files. Documentation may include specifications, technical specifications, API information, and instructions for use which are PEI proprietary, produced by PEI, owned by PEI, and may be PEI Confidential.

“Hardware” means hardware equipment, devices, accessories, and parts delivered by PEI or PEI ENT hereunder, including mechanical components, electrical components, and/or software incorporated therein.

“Maintenance Services” means Product maintenance, enhancement, and technical support services provided by PEI or PEI ENT.

“Network” means the interconnection of hardware or software which receives or delivers objects or information to an intended destination to provide an intended function.

“Order” means an electronic order form (Order Form), statement of work (SOW), Licensed Software Designation Agreement (LSDA), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Products and Services ordered by Client and any associated fees and (ii) has been agreed by electronic signature of Client through an electronic system specified by PEI or PEI ENT. In the electronic system, Client will be prompted to accept by clicking a button.

“Products” means Hardware, Software and/or other PEI IP, and any associated Documentation which may be singularly referenced as “Product”

“Professional Services” means training, consulting, subscriptions or other professional services provided hereunder by or on behalf of PEI or PEI ENT.

“Services” means Maintenance Services and Professional Services.

“Software” means software licensed by PEI or PEI ENT to Client hereunder and made available for download or otherwise delivered to Client for installation, including updates, modifications, design data, and all copies thereof. Software includes associated APIs, as well as scripts, toolkits, libraries, reference or sample code, and similar materials.

“PEI IP” means all patents, copyrights, trade secrets, know-how and other intellectual property rights in or related to Products, Software or Services.

“Supplemental Terms” means those separate terms and conditions that apply to Products or Services as attached hereto, set forth or referenced in an Order, or otherwise agreed by the parties.

2. ORDERS

2.1 Ordering Products or Services. The parties may enter into one or more Orders for Products or Services under this Agreement. Each Order is binding on the parties and is governed by the terms of this PSEULA.

2.2 Delivery of Product. Delivery of Product occurs when PEI or PEI ENT makes Product available to Client either by direct or indirect delivery or via electronic download from a website specified by PEI or PEI ENT. Physical shipment of the product may be done at PEI or PEI ENT’s option, subject to the laws of the United States of America (“USA”), the state from which the purchaser resides (“State”), or the country from which the purchaser resides (“Country”).

2.3 Payment. Client will pay the fees set forth in the applicable Order immediately upon order unless otherwise agreed by the parties in writing. Unless specified otherwise in the applicable Order, fees related to Products, Financial Transactions, or Maintenance Services are itemized separately. Any ordered Professional Services will be charged to Client monthly or as otherwise described in a separate agreement.

2.4 Tax. Unless expressly itemized on the Bill of Sale or Invoice, all amounts PEI or PEI ENT charges are exclusive of taxes, duties, and any other charges (“Tax”). Client will pay or refund Pressing Enterprises, Inc. for any applicable Tax imposed by any government authority for Client’s use or receipt of the Product. If Client is exempt from value-added or sales tax, or similar taxes, then it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation. If Client is required by law to deduct or withhold Tax, Client will increase the amount it pays to Pressing Enterprises, Inc. so that Pressing Enterprises, Inc. still receives the amount PEI Confidential & Proprietary PEI PSEULA originally invoiced. Client will promptly provide all tax receipts confirming it has paid Tax or has withheld Tax.

3. PRODUCT LICENSE AND SERVICES TERMS

3.1 License Grant and Conditions

(a) License Grant. PEI or PEI ENT grants Client a nonexclusive, nontransferable, limited license to use Product and/or Software for Client’s internal purposes. Products may include hardware, software, or a combination of any thereof. Product configurations constitute a PEI trade secret or combination of PEI trade secrets. PEI and/or PEI ENT retain title to and ownership of Product.

Software is provided in object code form or as a network service only. Client shall not copy Software in any form. PEI retains title to and ownership of Software and PEI IP. PEI reserves all rights in PEI or PEI ENT Products and PEI IP not expressly granted herein.

(b) License Compliance. PEI reserves the right to embed a reporting mechanism in Product, Software, or any combination thereof for any analytic data collection it sees fit, including monitoring for unauthorized use of licenses.

(c) License Revocation. PEI or PEI ENT reserves the right to revoke use license at any time upon notification to Client. Upon license revocation notification, Client shall (i) cease to operate hardware, software or any combination thereof (ii) return at Client expense any hardware provided by PEI or PEI ENT to PEI or PEI ENT, and (iii) assist PEI or PEI ENT in disconnecting any network connections to PEI or PEI ENT products upon request by PEI or PEI ENT

(d) Third-Party and Open-Source Software. Products may contain third-party technology, including open-source software (“Third-Party Technology”). Neither PEI nor PEI ENT shall warrant the performance of Third-Party Technology.

3.2 Client Responsibilities

(a) Product Operation. Client is fully responsible for product operation. Neither PEI nor PEI ENT shall be liable for Product or Software use in any case, including, but not limited to proper use, improper use, negligent use, whether from any defect or causation, and is absolved of responsibility for damages incurred from Product or Software use.

(b) Transfer and Remarketing of Software. Unless required to be permitted by applicable law, Client will not cause or permit the transfer, loan, lease, publication, or use of Product, Software or any combination thereof to or for the benefit of any third party without the prior written consent of PEI.

(c) Reverse Engineering, Modification, Use of APIs. Client will not reverse engineer, decompile, or otherwise attempt to discover or recreate the intended function of Product, Software or any combination thereof. Client will not deconstruct Product for the purpose of using its constituent parts in any configuration other than that which was provided by PEI or PEI ENT. Client will not otherwise modify, adapt, or merge Hardware and/or Software. Client will not subject Software to any open-source software license that conflicts with this Agreement or that does not otherwise apply to such Software. Client will not use Hardware or Software for the purpose of developing or enhancing any product that is competitive with PEI or PEI ENT. Client will only use APIs identified to support the authorized use of Software. Client will notify PEI and/or PEI ENT of any APIs used which augment, enhance or replace the APIs provided by PEI or PEI ENT. PEI and/or PEI ENT reserves the right to reject the use of any API beyond the APIs provided by PEI or PEI ENT.

(d) Third Party Hosting of Software; Indemnity. Client may only engage a third party to host Software (“Provider”) with PEI or PEI ENT’s prior written consent. PEI or PEI ENT may require a separate written agreement as a condition to such consent. Software hosted by a Provider must remain under Client’s sole control at all times, unless management and operation of Software by the Provider is explicitly approved by PEI or PEI ENT, in which case Client will ensure that the Provider manages and operates Software in conformance with this Agreement and solely for Client’s internal business purposes as permitted herein. If Client, PEI or PEI ENT become aware of any actual or suspected unauthorized use or disclosure of Software, or if PEI or PEI ENT reasonably determines that compliance with the applicable license agreement is not ensured, Client shall immediately terminate Provider’s access to Software. A breach of this

Agreement caused by a Provider will constitute a breach by Client. Client will indemnify and hold PEI, PEI ENT and/or its affiliates harmless from all claims, damages, fines, and costs (including attorney’s fees and expenses) arising in connection with Client’s use of the Provider’s services. Client will notify PEI or PEI ENT if the Provider or its relevant business comes under the control of a third party, in which case PEI or PEI ENT may withdraw its prior consent.

(e) Security. Client is responsible for the security of Client’s systems, networks and data, including Products on Client’s systems. Client will take commercially reasonable steps to secure data by excluding malware, viruses, spyware, Trojans and any other insecure access to Client’s systems, networks or data.

(f) Third-Party Claims. Client acknowledges that neither PEI nor PEI ENT control any Client’s processes or the creation, validation, sale, or use of Client’s products. Neither PEI nor PEI ENT will be liable for any claim or demand made against Client by any third party, except for obligations to indemnify Client against infringement claims, as expressly set forth herein.

(g) Responsibility for Users. Client is liable for a breach of this Agreement by any user of the Products or Services. If a Client affiliate accesses or uses Products or Services, PEI and/or PEI ENT may enforce its rights directly against that affiliate.

(h) Host Identifier. Client will provide PEI or PEI ENT with sufficient information or access, including the host identifier for each workstation, server or network upon which a Software license is authorized, enabling Software access per the scope of the licenses granted under each Order.

(i) Information Obligations; Audit. Client will provide information or other materials that Pressing Enterprises, Inc. reasonably requestsPEI Confidential & Proprietary to verify Client’s compliance with this Agreement. Audits of Client’s usage of installed Software may be conducted as self-audits by Client using the inventory tools provided by Siemens. If Client is unable or unwilling to use the tools in self-service, Pressing Enterprises, Inc. or its authorized agents may access Client’s facilities to perform the audit.

4. WARRANTIES AND DISCLAIMERS

4.2 Defects. PEI or PEI ENT warrants that, for a period of 90 days following the date Software is initially made available to Client under an Order, it will provide the material features and functions described in the Documentation. The foregoing warranty excludes (i) Software provided at no charge, (ii) Software provided upon re-mix, (iii) Software that is designated as retired or not generally supported as of the date of the Order, and (iv) deliveries governed by the Maintenance Services terms. PEI or PEI ENT’s entire liability and Client’s exclusive remedy for a breach of this warranty will be, at PEI or PEI ENT’s option, to correct or work around errors, or replace defective Software or refund license fees paid for defective Software returned by Client.

4.3 Disclaimer. PEI AND/OR PEI ENT MAKE NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT. REPRESENTATIONS ABOUT PRODUCTS, FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH CLIENT CONSTITUTE TECHNICAL INFORMATION, NOT A WARRANTY OR GUARANTEE. PEI AND/OR PEI ENT DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. PEI AND/OR PEI ENT DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.2 Limitation of Liability. THE ENTIRE, COLLECTIVE LIABILITY OF PEI, PEI ENT, PEI ENT’S AFFILIATES, PEI ENT’S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO PEI ENT FOR THE PRODUCT, SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO PEI ENT’S PEI OBLIGATION IN SECTION 5.2. IN NO EVENT WILL PEI ENT, PEI ENT’S AFFILIATES, PEI ENT’S LICENSORS, OR THEIR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH DAMAGES WERE FORESEEABLE. FOR PRODUCTS AND SERVICES PROVIDED AT NO CHARGE, PEI ENT, PEI ENT’S AFFILIATES, PEI ENT’S LICENSORS, AND THEIR REPRESENTATIVES, SHALL HAVE NO LIABILITY WHATSOEVER. CLIENT MAY NOT MAKE A CLAIM UNDER THIS AGREEMENT.

5.3 Intellectual Property Infringement Indemnity

(a) Infringement Claim Indemnity. PEI does not indemnify and will not defend any action brought against Client to the extent that it is based on a claim that any PEI or PEI ENT Product infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization. Neither PEI, nor PEI ENT will admit liability or incur obligations on Client’s behalf.

(b) Injunction. If a permanent injunction is obtained against Client’s use of a Product, PEI and/or PEI ENT does not offer Client the right to continue using the Product. PEI and/or PEI ENT may, in its sole discretion, provide remedies to mitigate infringement prior to the issuance of an injunction.

(i) Exclusions. PEI and/or PEI ENT will not have any liability or obligations to Client to the extent that an infringement claim arises out of (i) use of a prior version of the Product to the extent that a current version is non-infringing, (ii) failure to use a correction, or new version of the Product offered by PEI or PEI ENT that performs substantially the same functions, (iii) use of the Product in combination with software, equipment, data, or products not provided by PEI or PEI ENT, (iv) use of a Product provided at no charge (v) use of a Product that is designated as retired or not generally supported as of the date of the Order, (vi) deliverables resulting from Professional Services, (vii) any adjustment, modification, or configuration of a Product not made by PEI or PEI ENT, or (viii) instructions, assistance, or specifications provided by Client.

6. TERMINATION

6.2 Termination. Licenses for a limited term terminate upon expiration of the term. PEI or PEI ENT may immediately terminate this Agreement or any Product license granted or Services provided hereunder at any time (i) for reasonable cause, including, without limitation, Client’s unauthorized use of Product, unauthorized installation or use of PEI or PEI ENT Software, Client filing or being filed in bankruptcy, Client ceasing to do business, or any breach of Sections 2.3, 3, 7, or 8 of this PSEULA, (ii) in order to comply with the law or requests of governmental entities, or (iii) for any other breach that remains uncured after 30 days’ notice thereof.

6.3 Effect of Termination. Upon termination of this Agreement, the licenses granted for Product use, Software use and Services provided hereunder automatically terminate. Upon termination of any license, Client will immediately remove and destroy all copies of Software, Documentation, and other PEI or PEI ENT Confidential Information, and certify such removal and destruction in writing to PEI or PEI ENT. No refund or credit will be given as a result of termination under Section 6. Termination of this Agreement or any Services or license granted hereunder will not relieve Client of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination. Sections 2.3, 2.4, 4.2, 5.1, 6.2, 7, 8, 9.4, and 9.8 survive termination of this Agreement.

7. EXPORT CONTROL AND SANCTIONS COMPLIANCE

7.2 General. Client shall comply with all applicable sanctions, embargoes, and (re)-export control laws, and regulations, and, in any event, with those of the European Union, the United States of America and any locally applicable jurisdiction (collectively “Export Regulations”).PEI Confidential & Proprietary

7.3 Checks for Products and Services. Prior to any transaction by Client concerning Products (including Hardware, Documentation and technology) delivered by PEI or PEI ENT, Software or Services (including Professional Services, maintenance and technical support) performed by PEI or PEI ENT to a third party, Client shall check and certify by appropriate measures that (i) the Client’s use, transfer, or distribution of such Products, Software and Services, the brokering of contracts or the provision of other economic resources in connection with Products, Software and Services will not be in violation of any Export Regulations, also taking into account any prohibitions to circumvent these (e.g., by undue diversion); (ii) the Products, Software and Services are not intended or provided for, prohibited or unauthorized non-civilian purposes (e.g. armaments, nuclear technology, weapons, or any other usage in the field of defense and military); and (iii) Client has screened all direct and indirect parties involved in the receipt, use, transfer, or distribution of the Products, Software and Services against all applicable restricted party lists of the Export Regulations concerning trading with entities, persons and organizations listed therein.

7.4 Non-Acceptable Use of Software. Client shall not, unless permitted by the Export Regulations or respective governmental licenses or approvals, (i) download, install, access or use the Software from or in any location prohibited by or subject to comprehensive sanctions or subject to license requirements according to the Export Regulations; (ii) grant access to, transfer, (re-)export (including any ‘deemed (re-exports’), or otherwise make available the Software to any entity, person, or organization identified on a restricted party list of the Export Regulations, or owned or controlled by a listed party; (iii) use the Software for any purpose prohibited by the Export Regulations (e.g. use in connection with armaments, nuclear technology or weapons); or (iv) facilitate any of the aforementioned activities by any user. Client shall provide all users with all information necessary to ensure compliance with the Export Regulations.

7.5 Information. Upon request by PEI or PEI ENT, Client shall promptly provide PEI or PEI ENT with all information pertaining to users, the intended use, and the location of use, or the destination of the Products, Software and Services. Client will notify PEI ENT prior to Client disclosing any information to PEI or PEI ENT that is defense-related or requires controlled or special handling pursuant to applicable government regulations.

7.6 Indemnification. Client will indemnify and hold harmless PEI, PEI ENT, its affiliates, subcontractors, and their representatives against any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Client’s noncompliance with this Section 7, including Client’s and its users’ and third party business partners’ violation or alleged violation of any Export Regulations and Client will compensate PEI or PEI ENT for all losses and expenses resulting thereof.

7.7 Reservation. PEI and/or PEI ENT shall not be obligated to fulfill this Agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions. Client acknowledges that PEI and/or PEI ENT may be obliged under the Export Regulations to limit or suspend access by Client and/or users to the Products, Software and Services.

8. CONFIDENTIALITY AND DATA PROTECTION

8.2 Confidential Information. “Confidential Information” means all information disclosed by PEI, PEI ENT, or any affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person. PEI and PEI ENT Confidential Information includes the terms of this Agreement, Products, Services, PEI IP, and any information Client derives from benchmarking the Products, Software or Services. The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its employees, affiliates’ employees, consultants, contractors, and financial, tax and legal advisors; and with respect to the use of Products, Software or Services solely as authorized by the agreed license terms, or except as otherwise authorized by the disclosing party or this Agreement; (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from unauthorized use or disclosure. The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section by each of its recipients. PEI and PEI ENT and its affiliates may name Client as a Client on their websites and in Client lists and other marketing materials.

8.3 Data Protection. When PEI or PEI ENT processes personal data on Client’s behalf in connection with Products, Software or Services, the terms set out by PEI or PEI ENT are incorporated herein by reference and shall apply to the use of such Product, Software and Services. Client will indemnify and hold harmless PEI, PEI ENT, its affiliates and their representatives from any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Client’s noncompliance with applicable data protection laws.

9. ADDITIONAL TERMS AND CONDITIONS

9.2 PEI ENT Affiliates. Companies directly or indirectly owned or controlled by PEI ENT’s ultimate parent company may exercise PEI ENT’s rights and fulfill PEI ENT’s obligations under this Agreement. PEI ENT remains responsible for its obligations hereunder.

9.3 Assignment. This Agreement will extend to and be binding upon the successors and permitted assigns of the parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Client without the prior written consent of PEI or PEI ENT.

9.4 License Rights Applicable to the U.S. Government. All Products, Software and Services are considered commercial product and commercial services that were developed exclusively at private expense. If Software is acquired directly or indirectly for use by the U.S. Government, then the parties agree that such are considered commercial products, commercial services, and commercial computer software or computer software documentation, as defined in 48 C.F.R. §2.101. Software may only be used under the terms of this Agreement as required by 48

C.F.R. §12.212 and 48 C.F.R. §227.7202. The U.S. Government will only have the rights set forth in this Agreement, which supersedes any conflicting terms or conditions in any government order document, except for provisions which are contrary to applicable mandatory federal laws. PEI and/or PEI ENT will not be required to obtain a security clearance or otherwise be involved in accessing U.S. Government classified information.PEI Confidential & Proprietary

9.5 Feedback. If Client provides any ideas or feedback regarding any Products, Software or Services, including suggestions for changes or enhancements, support requests (including any related information), and error corrections (collectively “Feedback”), Feedback may be used by PEI or PEI ENT without condition or restriction.

9.6 Force Majeure. Neither party will be liable for delay or failure to perform any obligations under this Agreement (except with respect to any payment obligations) due to any cause beyond its reasonable control. The delayed party will promptly notify the other party of any such event.

9.7 Notices. Notices relating to this Agreement will be in writing and sent to the party’s address as specified in the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other party.

9.8 Language. If PEI or PEI ENT provides a translation of the English language version of this Agreement, the English language version of this Agreement will control in the event of any conflict.

9.9 Governing Law and Jurisdiction. This Agreement shall be subject to the applicable laws of the United States of America and the state of Arizona, without reference to any conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of or in connection with this Agreement will be subject to mediation according to the laws of the state of Arizona and will not be subject to arbitration or litigation therein or in any other jurisdiction. Notwithstanding the foregoing, to the extent permissible under applicable laws and to the extent it would not result in the invalidity or inapplicability of this Section, the parties agree that PEI or PEI ENT, at its sole discretion, may bring any action in the courts of the jurisdiction(s) where the Products, Software or Services are being used, or where Client has its residence or place of business, (i) to enforce its intellectual property rights or (ii) for the payment of amounts due for any Products, Software or Services.

9.10 No Waiver; Validity and Enforceability. The failure to enforce any provision of this Agreement will not be construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected, and such provision will be deemed restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. The parties agree that electronic acceptance or signatures of this Agreement via an electronic system specified by PEI or PEI ENT shall have the same force and effect as manual signatures.

9.11 Entire Agreement and Order of Precedence. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements or communications, whether written or verbal, relating to such subject matter. This Agreement may not be varied except in writing by manual signatures or by electronic agreement or signatures of authorized representatives, if so provided explicitly for such purpose by PEI or PEI ENT. In the event of a conflict between this Agreement and an Order, this agreement prevails with respect to the Products, Software or Services ordered thereunder.