Terms and Conditions of Service

THIS AGREEMENT is made BETWEEN:

OCULA TECHNOLOGIES Limited, a company incorporated in Northern Ireland (company number NI677319), whose registered office is at Murray House, 4/5 Murray Street, Belfast, United Kingdom, BT1 6DN (“OCULA”); and

Customer Company as incorporated and registered at the address shown in the Order Form

RECITALS:

The Customer requires and OCULA has agreed and is willing to supply the Services on the terms and conditions contained in this Agreement.

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions shall apply in this Agreement:

“Agreement” means this agreement including its clauses and any documents, policies, or terms incorporated by reference as amended from time to time and includes any document which amends or waives any of the terms of this agreement;

“Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form relating to the business, customers, clients, suppliers, products, affairs and finances of either Party for the time being confidential to the Party and trade secrets including, without limitation, technical data and know-how relating to the Business of either Party or any of its or their suppliers, customers, clients, agents, distributors, shareholders, management or business contacts whether or not such information (if in anything other than oral form) is marked confidential;

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” (and its analogous terms) and “appropriate technical and organisational measures” shall be as defined in Data Protection Legislation;

“Customer” means the entity that has entered into this agreement with OCULA and “you” and “your” shall be construed accordingly;

“Customer Data” means data inputted or provided by you, or us on your behalf, into the Platform for the purpose of using the Platform or facilitating use of the Platform and providing the Services;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK and European Union including the General Data Protection Regulation ((EU) 2016/679); the UK GDPR; the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (“PECRs”);

Effective Date: the date displayed on your Order Form

“Force Majeure Event” means an event or cause beyond the reasonable control of the party claiming force majeure. Including: act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions; act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

“OCULA” means OCULA TECHNOLOGIES Limited, and “we”, “our” and “us” shall be construed accordingly;

“Initial Term” as defined in the Order Form

“Intellectual Property Rights” shall mean patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Parties” means both OCULA and the Customer and “Party” means any of OCULA and the Customer;

“Personal Data” means the Personal Data described in the table at clause 5.7;

"Platform" means OCULA's data analytics platform and related deliverables through which the Customer can gain insights into its business activities;

“Renewal Period” means each successive 12-month period following the Initial Term;

“Service Data” means any data (for example analytical and performance data) generated by or obtained through our provision of the Services, but excluding any of your Confidential Information or any Personal Data;

“Services” means the services provided by us to you, including provision of the Platform as set out in the Order Form;

“Term” means the Initial Term and any Renewal Terms;

“UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

“User” means any individual authorised by the Customer to use an account for the Services purchased by the Customer.

1.2. The following rules of interpretation shall apply in this Agreement:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. ACCESS TO THE SERVICES & USE OF THE PLATFORM

2.1. Subject to this Agreement, OCULA shall grant the Customer a non-exclusive, non-sublicensable, non-transferable permission to access the Services during the Term for the purpose of using the Services for the Customer’s sole benefit.

2.2. The Customer shall only permit access to the Platform to the number of Users for which it has purchased valid licences as set out in the Order Form. Account access details must not be shared and must only be used by named individual.

2.3. You shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part, or to access all or any part of the Platform or Services in order to build a product or service which competes with the Platform or Services.

2.4. For the avoidance of doubt, the Customer has no right to access the software code (including object code intermediate code and source code) of the Platform, either during or after the Term.

3. YOUR OBLIGATIONS

3.1. You and your personnel shall:

3.1.1. Take all reasonable steps to co-operate in providing access to the Users and 1st party data in order that we may provide the Services to you;

3.1.2. comply with all applicable laws and regulations with respect to your own activities under this Agreement and any use of the Platform and Services;

3.1.3. obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Agreement

4. OUR OBLIGATIONS

4.1.1. We shall provide the Services with reasonable skill and care.

4.2. We shall provide user support for the Software via our support email (support@ocula.tech) and shall endeavour to respond to all support requests within 1 Business Day.

4.3. We shall comply with all applicable laws and regulations with respect to our activities under this Agreement.

5. DATA PROTECTION

5.1. The Parties shall comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Data Protection Legislation.

5.2. Clause 5.7 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of Personal Data and categories of Data Subject.

5.3. Both Parties will ensure that they have all necessary and appropriate consents, or other lawful basis, and notices in place to enable the lawful transfer of the Personal Data to the other for the duration of the Term and purposes set out at clause 5.7.

5.4. Each Party shall, in relation to any Personal Data processed in connection with the performance of their obligations under this Agreement: (i) process that Personal Data only on the documented written instructions of the other and for the specific purpose as agreed in writing. Either Party may give further instructions regarding data processing throughout the Term, but such instructions shall always be documented; (ii) ensure that they have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, and having regard to the state of technological development and the cost of implementing any measures; (iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (iv) not transfer any Personal Data outside of the European Economic Area and the UK unless they have in place appropriate safeguards required under Data Protection Legislation; (v) assist the other Party, at their cost, in responding to any subject access request and in ensuring compliance with their obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) notify the other immediately on becoming aware of a Personal Data Breach affecting the Personal Data; (vii) at the other’s written direction, delete or return the Personal Data and copies thereof on termination of this agreement unless required by applicable law to store the Personal Data; (viii) provide, on written request, information to demonstrate compliance with this clause 5.4 and allow for audits (not more than once per year, on a reasonable basis and provided reasonable notice is given and at your sole cost) by a designated auditor; and (ix) promptly inform the other if, in their opinion, an instruction infringes the Data Protection Legislation.

5.5. Neither Party shall give authorisation to appoint third-party Processors to process the other Party’s Personal Data without first obtaining their prior written consent to appoint each specific third-party Processor.

5.6 Each party shall have liability (not to exceed the fees paid in the twelve months preceding the date of the liability arising) for Individual Orders during the Contract Term up until the date upon which the incident occurred whereby liability arose for and shall fully indemnify the other for any loss, liability, reasonable costs (including legal costs), damages, or expenses resulting from any breach by the indemnifying party or their personnel of Data Protection Legislation and each party shall maintain in force full and comprehensive insurance policies to cover such liability.

5.7 Processing by us:

• Scope and nature of processing: To provide the Services to the Customer.

• Purpose of processing: To manage this agreement and the agreements between OCULA and the Customer.

• Duration of Processing: The Term.

• Types of Personal Data: Contacts within the Parties for commercial management of the Agreement and processing payments.

• Categories of Data Subject: Employees.

• Third Party Processors: None at the date of the Agreement.

• Rights/obligations: As set out in this Agreement and Data Protection Legislation.

• Deleting of Data: Any Customer Data contained in the Platform will be deleted within sixty (60) days of termination. Customer acknowledges that it is responsible for exporting any Customer Data to which Customer desires continued access after termination/expiration, and Ocula will have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data after such sixty (60) day period.

6. CHARGES AND PAYMENT

6.1. Services and access to the Platform by the Customer shall be provided according to the charges as set out in the Order Form.

6.2. Services shall be charged in advance and invoices shall be payable in full within 30 days of the invoice date. If full payment is not received by such date, OCULA may suspend or withhold access to the Services until such payment is received.

6.3. Charges are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind unless otherwise stated.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Platform, the Services, the Service Data and any associated documentation and any new features, functionality or performance which we may add to the Platform or its derivatives as a result of providing the Services.

7.2. You grant to us a non-exclusive, royalty free licence for the Term to any materials and documentation that you provide to us in order for us to provide the Services and give you access to the Platform.

8. CONFIDENTIALITY

8.1. Neither Party shall (except in the proper course of undertaking their obligations under this agreement), either during the agreement or at any time after the Term, use or disclose to any third party (and shall use their best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

8.1.1. any use or disclosure authorised by the other Party or required by law; or

8.1.2. any information which is already in, or comes into, the public domain otherwise than through the disclosing Party’s unauthorised disclosure.

8.2. Nothing in this clause 8 shall prevent either Party (or any of its officers, employees, workers or agents) from:

8.2.1. reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or

8.2.2. doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or

8.2.3. whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or

8.2.4. complying with an order from a court or tribunal to disclose or give evidence; or

8.2.5. making any other disclosure as required by law.

8.3. During the Term, Ocula may include Customers’ name and logo as a customer who uses the Services on its website and standard marketing materials. Use of the name and logo outside of this requires prior written consent.

9. LIMITATION OF LIABILITY

9.1. The Services, the Platform and associated documentation are provided on an "as is" basis. Except as expressly and specifically provided in this Agreement neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case, whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

9.2. Except as required by law, both parties maximum liability in relation to this agreement shall not exceed the fees paid in the twelve months preceding the date of the liability arising.

9.3. Nothing in this Agreement excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or any other liability which may not be excluded by law.

10. FORCE MAJEURE EVENT

10.1. Neither Party will be liable to the other Party for any Force Majeure Event.

11. TERM AND TERMINATION

11.1. The agreement between us, incorporating this Agreement shall continue for the Initial Term as per the costs set out in the Order Form.

11.2. The agreement between us will automatically renew for subsequent Renewal Terms as per the costs set out in the Order Form. If the Customer does not wish to renew the services, they must provide notice in writing at least 30 days prior to the end of the current Term.

11.3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party:

11.3.1. is dissolved;

11.3.2. ceases to conduct all (or substantially all) of its business;

11.3.3. is or becomes unable to pay its debts as they fall due; or

11.3.4. becomes insolvent or is declared insolvent.

11.4. On termination all licences and rights granted to you under this Agreement shall immediately terminate.

12. GENERAL

12.1. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.2. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

12.3. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.4. This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) under the Contracts (Rights of Third Parties) Act 1999.

12.5. The Customer agrees that Ocula may reference the Customer’s brand in use of the Services in its promotional materials.

13. NOTICES

(a) Any notice required to be given shall be in writing or via email to info@ocula.tech.

(b) It will be deemed to have been received when the party to which the email message is addressed acknowledges having received that email message, with a read receipt or an automatic reply.

(c) If the sender of a notice receives a machine-generated message that delivery has failed, or if the sender does not receive an acknowledgement, that notice will nevertheless be deemed to have been received when originally sent by email if no more than ten business days later the sender delivers a tangible copy of that notice with end-to-end tracking.

(d) Any notice of claim by you against us arising from this Agreement shall be given to us within 6 months of the date of the event giving rise to that claim. Such claim (and any future claims in connection with that event and any related causes of action) shall be deemed irrevocably withdrawn and lapsed unless proceedings in respect of that claim have been issued and served on us not later than 30 business days from the date of that notice.

14. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.