STANDARD LICENSE TERMS AND CONDITIONS

Revised: December 5, 2024

These MAGIC LANE Standard License Terms and Conditions (this “Agreement”) are effective on the date shown on the Order Form (“Effective Date”) and is between the MAGIC LANE entity described below (“MAGIC LANE”) and the customer (“Licensee”) indicated on the Order Form and govern the transaction and relationship described on that Order Form. Unless stated otherwise in the Order Form the MAGIC LANE entity is MAGIC LANE International B.V., a company incorporated in the Netherlands, with company number 90841891, whose registered address is Narva – Eiland 52, 1014 ZJ, Amsterdam, Noord-Holland, Netherlands. MAGIC LANE and Licensee are individually referred to as a “party,” and collectively as the “parties.” The parties agree as follows:

1. TERM. This Agreement will begin on the Effective Date and continue through the period indicated on the Order Form (the “Initial Term”). If the Order Form indicates that auto-renewal applies, the Initial Term will automatically renew for consecutive 1-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party sends written notice of non-renewal at least 90 days’ before the expiration of the then -current term.
2. LICENSED PRODUCTS AND PERMITTED USE. Unless provided otherwise in the Order Form or this Agreement, during the Term of this Agreement and subject to this Agreement, MAGIC LANE hereby grants Licensee a non-exclusive, non- transferable (except as expressly provided in this Agreement), restricted, revocable license to use certain MAGIC LANE products (“MAGIC LANE Products”) for the Permitted Use only, and within the permitted Territory, as expressly set forth in the Order Form. Licensee may sub-license the MAGIC LANE Products only to those End Users identified in the Order Form. Licensee acknowledges and agrees that the license provided above is a subscription to the MAGIC LANE Products independent of Licensee’s actual usage of the MAGIC LANE Products.
3. DATA ACCESS. MAGIC LANE will provide Licensee with unique access credentials to enable the Licensee to access the MAGIC LANE Products. Licensee will not make such access credentials available to any third party, other than those authorized to act on Licensee’s behalf. Licensee will be responsible for any misuse of the MAGIC LANE Products through such access credentials. Licensee will handle technical support for its End Users. MAGIC LANE may suspend Licensee’s access to the MAGIC LANE Products if Licensee is making excessive application programming interface (API) calls for the MAGIC LANE Products that impacts the availability of the MAGIC LANE Product(s) or MAGIC LANE’s network; if Licensee otherwise violates any End User License Agreement for the MAGIC LANE Products; or as necessary for MAGIC LANE to resolve any actual or threatened risks that pose a credible risk of harm to the MAGIC LANE Products or the security or integrity thereof. MAGIC LANE will use commercially reasonable efforts to provide notice to Licensee prior to suspending access.
4. RESTRICTIONS. MAGIC LANE Products rely on and incorporate various types of underlying data (“MAGIC LANE Data”). Licensee’s license to the MAGIC LANE Products is subject to the following restrictions:
   2. Licensee will not misrepresent the timing, source, content, utility, or availability of the MAGIC LANE Data or information gathered from the MAGIC LANE Data.
   3. Licensee will not use the MAGIC LANE Data: (i) in connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive, or illegal products, services or materials; (ii) in any manner that threatens the integrity, performance, delivery or availability of the MAGIC LANE Data; (iii) to copy, store, archive, or create a database of the MAGIC LANE Data; or (iv) in violation of local, state, or federal laws or regulations. Without limiting any other provision of this Agreement, Licensee will not use the MAGIC LANE Data or any information, analysis, or other products based on the MAGIC LANE Data in violation with any applicable laws.
   4. Licensee may not reverse engineer, decompile, or disassemble the MAGIC LANE Products or MAGIC LANE Data. Except as expressly allowed by the Permitted Use, Licensee may not create derivative works of the MAGIC LANE Products or MAGIC LANE Data.
   5. Licensee may not use the MAGIC LANE Products or MAGIC LANE Data as input to train or otherwise make the MAGIC LANE Products or MAGIC LANE Data accessible to any proprietary, third-party proprietary or publicly available artificial intelligence (AI) models, engines, chatbots, or software.
5. CHANGES TO MAGIC LANE PRODUCTS. MAGIC LANE may, in its sole discretion, make feature, functionality, or formatting updates to the MAGIC LANE Products. MAGIC LANE will use commercially reasonable efforts to provide advanced notice of such MAGIC LANE Product updates, and to identify MAGIC LANE Product updates that may require modifications to Licensee applications. Licensee’s failure to upgrade Licensee applications to the latest version may result in an interruption of Licensee’s access to the MAGIC LANE Product. The MAGIC LANE Products and MAGIC LANE Data will include only that information that MAGIC LANE collects and distributes in the ordinary course of its business. As a result, MAGIC LANE may terminate specific markets or products upon 30 days’ notice to Licensee if such markets or products are no longer offered in MAGIC LANE’s ordinary course of business. Notwithstanding the above, MAGIC LANE may terminate specific markets or products described in this Agreement immediately upon written notice to Licensee if any third-party provider upon which MAGIC LANE relies for the provision of the MAGIC LANE Products ceases to provide that data for any reason.

6. IP RIGHTS. As between Licensee and MAGIC LANE, all title and intellectual property rights in and to the MAGIC LANE Products, MAGIC LANE Data, and related documentation, compilations, collective works, technical know-how and all rights therein, are owned or licensed by MAGIC LANE. This Agreement grants Licensee no rights to any such intellectual property rights or title except for the limited license rights expressly granted herein. All rights not specifically granted under this Agreement are reserved by MAGIC LANE and its suppliers. If a MAGIC LANE Product or MAGIC LANE Data is merged, incorporated or combined into any software, hardware, or other data, the MAGIC LANE Product and MAGIC LANE Data will continue to be subject to the provisions of this Agreement, and MAGIC LANE will retain ownership of the underlying MAGIC LANE Product or MAGIC LANE Data.
7. TERMINATION. If either party fails to perform its material obligations under this Agreement, the other party may terminate this Agreement upon 30 days’ prior written notice if the matters set forth in such notice are not cured within this 30-day period. Upon termination or expiration of this Agreement, and unless provided otherwise in the Order Form or this Agreement: (a) all rights granted by MAGIC LANE under this Agreement will immediately terminate, and MAGIC LANE’s obligations to provide MAGIC LANE Data hereunder will immediately cease; (b) Licensee will immediately cease to use any MAGIC LANE Products and MAGIC LANE Data; and (c) Licensee will destroy originals and all copies of the MAGIC LANE Products, MAGIC LANE Data and other materials provided by MAGIC LANE under this Agreement, except for a copy kept solely for compliance purposes. The provisions of this Agreement dealing with liabilities, governing law, proprietary rights, confidentiality, and other similar types of clauses will survive the expiration or termination of this Agreement.
8. PAYMENTS. Licensee will pay MAGIC LANE the license fees in the amount and currency specified in the Order Form. Unless stated otherwise in the Order Form: all payments: (i) are invoiceable in advance; (ii) will be invoiced in full upon execution of the Order Form; (iii) are due within 14 days invoice date; (iv) will be paid by electronic transfer to the account directed by MAGIC LANE; and (v) will be made in full without any proration, deduction, withholding, setoff or refunds of any kind. The fees due to MAGIC LANE hereunder are exclusive of any fees, taxes, assessments, or other payments that Licensee is legally obligated to pay. The calculation for sales tax is based on the shipping address (and not billing address) on the Order Form.
9. TAXES. Licensee shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on MAGIC LANE’ss net income. If Licensee is compelled to make a deduction or set-off for any such taxes, Licensee will pay to Magic Lane such additional amounts as are necessary to ensure receipt by Magic Lane of the full amount which Magic Lane would have received but for the deduction. Licensee shall indemnify, defend, and hold Magic Lane, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Licensee’s failure to report or pay any such taxes, duties or assessments. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Magic Lane’s income. Neither party will be responsible for paying any federal, state, local or other taxes based on the other party’s net income.
10. LATE PAYMENTS. Interest on arrears may be charged for late payments at a rate equal to the lesser of (i) the maximum rate permitted by law, or (ii) 1,5% per calendar month or pro rata for part thereof. MAGIC LANE, in its sole discretion, may without limitation suspend Licensee’s access to the MAGIC LANE Products, if Licensee fails to deliver payment in accordance with this Agreement within 30 days of the date due. Licensee shall be responsible for all collection costs necessitated by Licensee’s default in payment.
11. RECORDS. Licensee will keep complete and accurate records relating to Licensee’s use and distribution of the MAGIC LANE Products, including all payments due. During the Term and for 1 year thereafter, MAGIC LANE, will have the right upon reasonable notice, and Licensee will reasonably cooperate with MAGIC LANE or its independent auditor’s efforts to: (a) verify Licensee’s procedures to ensure accurate tracking and reporting of Licensee’s obligations under this Agreement; and (b) Licensee’s compliance with this Agreement. Any audit will occur no more than once each calendar year and will be conducted during normal business hours and in a manner that does not interfere unreasonably with Licensee’s operations. If the audit reveals lack of compliance by Licensee with any obligation under this Agreement, Licensee will immediately remedy such non-compliance, including by remitting payment for all underpaid amounts. If Licensee has underpaid MAGIC LANE by more than 10% for the audit period, Licensee will reimburse MAGIC LANE for the reasonable costs in the audit within 30 days of invoice.
12. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITED BY LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ITS LICENSEES, END USERS, OR ANY OTHER THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR ANTICIPATED REVENUES) ARISING OUT OF OR RELATED TO THE MAGIC LANE PRODUCTS, MAGIC LANE DATA OR THIS AGREEMENT, OR FOR ANY DAMAGES WHATEVER ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DATA DELAYS, LOSS OF DATA OR INTERRUPTION OF SERVICE HEREUNDER. THE MAGIC LANE SUPPLIERS WILL HAVE NO LIABILITY FOR ANY DAMAGES WHATEVER IN RELATION TO THIS AGREEMENT. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY AND TO THE FULLEST EXTENT PERMITED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS, ACTS AND/OR OMISSIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER ANY CLAIM OR ACTION IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO MAGIC LANE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION WILL NOT APPLY TO ANY CLAIMS AIRSING OUT OF OR RELATED TO DEATH OR PERSONAL INJURY, FRAUD, OR A PARTY’S INTENTIONAL MISCONDUCT.

13. WARRANTIES; DISCLAIMER. NEITHER MAGIC LANE NOR THE MAGIC LANE SUPPLIERS WARRANT THE ACCURACY OR TIMELINESS OF DATA PROVIDED HEREUNDER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE MAGIC LANE PRODUCTS AND MAGIC LANE DATA ARE PROVIDED BY MAGIC LANE AND THE MAGIC LANE SUPPLIERS “AS IS,”, “WITH ALL FAULTS”, “AS AVAILABLE” AND WITHOUT WARRANTY OR COMMITMENT OF ANY KIND, AND (B) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER (INCLUDING EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY, ARE EXPRESSLY EXCLUDED. NEITHER MAGIC LANE NOR THE MAGIC LANE SUPPLIERS MAKE ANY WARRANTY THAT THE MAGIC LANE PRODUCTS WILL OPERATE PROPERLY AS INTEGRATED WITH LICENSEE’S PRODUCTS.
14. INDEMNIFICATION. MAGIC LANE will defend Licensee against and will pay any costs or damages that may be awarded in a final judgment, or agreed to by Licensee in a settlement, to the extent arising out of a third- party claim that is based upon, arises from or results from: (a) MAGIC LANE violating any applicable law; or (b) infringement of any third party’s intellectual property rights by the MAGIC LANE Products as provided to Licensee and independent of the use of the MAGIC LANE Products by Licensee. Licensee will defend MAGIC LANE against and will pay any costs or damages that may be awarded in a final judgment, or agreed to by Licensee in a settlement, to the extent arising out of a third-party claim that is based upon, arises from or results from: (a) Licensee or End User’s violation of license (sub-license) rights; (b) Licensee or End User violation of any applicable law; or (c) infringement of any third party’s intellectual property rights arising from Licensee’s or End User’s use of an MAGIC LANE Product.
15. CONFIDENTIALITY. Each party will treat all non-public information of the other party, including the other party’s business plans, finances, technology, inventions, and sales information (collectively, “Confidential Information”) as confidential and proprietary of the disclosing party, and will take all reasonable steps to prevent unauthorized use or disclosure (and in any event no less than reasonable care). Any performance data or feedback provided by Licensee shall be deemed MAGIC LANE’s Confidential Information. Each party agrees not to disclose or otherwise reveal any Confidential Information of the other party to any third party without the prior written consent of the other party. Each party will use all Confidential Information received hereunder solely for the purposes of fulfilling its obligations or exercising its rights under this Agreement, and will not duplicate any of the Confidential Information, except as necessary to meet its obligations or exercise its rights under this Agreement. Notwithstanding the above, either party may disclose Confidential Information to its attorneys, auditors, accountants, and advisers who may have a need to know such Confidential Information and who have a legal duty or obligation to maintain the confidentiality of such Confidential Information. Licensee will cause each of its employees, agents and subcontractors who perform services or use any MAGIC LANE Products or MAGIC LANE Data under this Agreement to be subject to a duty of confidentiality that is no less restrictive than the confidentiality obligations set forth in this Agreement. All Confidential Information, including all copies in any form, will be returned to the disclosing party, or destroyed upon completion or termination of this Agreement (except for a copy kept solely for compliance purposes). The foregoing provisions will not apply to the extent that either party can demonstrate that any Confidential Information of the other party: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; (c) was independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) was rightfully obtained by the receiving party from a third party without restriction on use or disclosure. Either party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that receiving party gives reasonable notice to the disclosing party to enable it to contest or limit such order or requirement. The signing of this Agreement will not extinguish any pre-existing nondisclosure agreement(s) between the parties prior to the Effective Date.

16. PUBLICITY. Any press release(s) regarding this Agreement will be subject to the approval of both parties. Neither party shall have the right to use the name, logo, or trademark of the other party in publicity, advertising, and sales promotion without the prior written consent of that other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, neither party will be required to obtain the other party’s prior consent to include the other party’s name in public lists of each party’s clients and/or suppliers. Licensee may use MAGIC LANE name and logos only if in accordance with the “3rd Party Use of MAGIC LANE Logos and Trademarks” guidelines available at www.magiclane.com/logouse.
17. DATA ATTRIBUTION. Attribution for the MAGIC LANE Products will be (a) as mutually agreed, (b) use the copyright notice “Mapping Services Information Provided by Magic Lane © 202_. All rights reserved by Magic Lane International B.V.”, and (c) use the MAGIC LANE Products logo per MAGIC LANE branding guidelines and follow the data attribution requirements. Licensee will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on or in the MAGIC LANE Products and related documentation provided by MAGIC LANE.

18. GOVERNING LAW. I This Agreement shall be construed and governed by the substantive laws of the Netherlands without giving effect to the conflict of law’s provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement. The parties acknowledge that a breach of the intellectual property or confidentiality provisions of this Agreement would cause the other party irreparable harm, and in the event of such a breach, either party will be entitled to seek injunctive relief at any location or court, without having to post a bond or security and without the requirement to prove inadequacy of damages.
19. MISCELLANEOUS.
1. Force Majeure. Neither party will be deemed to be in default of this Agreement to the extent that any delay or failure in the performance of its obligations (except a failure to pay sums due) results from: Acts of God, acts of domestic or international terrorism, acts of civil or military authority, labor disturbances, strikes, lockouts, fires or explosions, earthquakes, floods or bad weather, communication or computer failures or delays, or any cause beyond its reasonable control (“Force Majeure”).
2. Notices. Unless otherwise expressly provided herein, all notices required or permitted under this Agreement will be delivered by hand or overnight courier to the location specified in the Order Form (or to another location as agreed by the parties), if to MAGIC LANE with a copy also sent to the attention of MAGIC LANE’s General Counsel at the same address. All notices and other written communications hereunder will be in English and will be effective upon delivery.
3. Relationship. This Agreement does not create any agency, joint venture or partnership relationship. Neither party will have the authority to negotiate or enter into any contract for or on behalf of, or create any obligations for, the other party.
4. Assignment. Licensee may assign or otherwise transfer this Agreement, or any rights, licenses or obligations hereunder without the prior consent of other party. <<Either party may assign this Agreement as a whole to any acquirer of all (or substantially all) of that party’s assets or business. If Licensee acquires, is acquired by, or becomes a competitor of MAGIC LANE, in MAGIC LANE’s reasonable determination, MAGIC LANE may terminate this Agreement at any time upon 30 days’ written notice to Licensee, without further liability to Licensee hereunder. Any assignee or successor of rights hereunder will be bound by all terms and conditions of this Agreement.
5. Compliance. Each party will perform its obligations under this Agreement in accordance with all applicable laws and regulations, including export control laws and regulations.
6. Interpretation. No provision of this Agreement will be construed against or interpreted to the disadvantage of any of the parties by any court or other authority by reason of that party having drafted or proposed such provision. All remedies in this Agreement are cumulative and in addition to those provided by law, unless otherwise expressly provided. If any provision of this Agreement is held to be unenforceable to any extent, it will nonetheless be enforced to the fullest extent allowed by law, and the validity and force of the remainder of this Agreement will not be affected. No variation, waiver or modification of this Agreement will be valid unless it is in writing and signed by the parties.

20. ENTIRE AGREEMENT. This Agreement, the Order Form, and any Attachments constitute the entire agreement between the parties, and supersede all prior drafts, negotiations, agreements and understandings regarding the subject matter of this Agreement or the Order Form. In the event of any conflicts between the Order Form and this Agreement, the provisions of the Order Form will prevail. The provisions of this Agreement will supersede all inconsistent terms in any Purchase Order, standard terms and conditions, or business forms supplied by either party. Authenticated electronic signatures (i.e. DocuSign or AdobeSign), electronic copies with signatures, and copies with signatures in counterparts will be deemed to be originals for all purposes.
21. ADDITIONAL TERMS. The following additional terms will apply if indicated as such on the Order Form:
1. Fee Reports. If Licensee is required to provide fee reports, Licensee will provide such fee report in a form mutually agreed by the parties and in the reporting frequency and due date designated in the Order Form. MAGIC LANE will provide an invoice upon receipt of the fee report.