OpenWebF Software Agreement

This OpenWebF Software Agreement (this “Agreement”) is entered into by and between OpenWebF (Cayman) Limited, an Exempted Company incorporated in the Cayman Islands having an office at 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands (“OpenWebF”) and the   with a VAT/EIN number, having an address at (“Customer”) and is effective as of  , 2025 (“Effective Date”). OpenWebF and Customer are referred to each a “Party” and collectively the “Parties” . This Agreement forms a legally binding contract and describes the Parties’ rights and responsibilities. Each of OpenWebF and the Customer is referred to hereafter as a “Party” and collectively as the “Parties”.

W I T N E S S E T H

WHEREAS, OpenWebF desires to license the Customer a non-exclusive, non-transferable license to use and reproduce the Licensed Software (as hereinafter defined) and provide related Support Services (as hereinafter defined);

WHEREAS, the Customer desires to accept the license and Professional Services and pay for the same;

NOW, THEREFORE, in consideration of mutual covenants set forth herein, and intending to be legally bound hereby, OpenWebF and the Customer agree as follows:

1. Definitions

Capitalized terms not defined elsewhere in this Agreement have the following meanings:

“Application(s)” shall mean the applications developed or distributed by the Customer which incorporate the Licensed Software.

“Confidential Information” shall mean any non-public information of a party or its affiliates that is disclosed or otherwise made available by or on behalf of such party or its affiliates (“Discloser”) to the other party (“Recipient”), before or after the effective date of this Agreement and whether orally, visually, in writing or in any other form, including, without limitation, the Purpose, the existence and terms of this Agreement and information about the Discloser’s technology, products, properties, employees, finances, businesses and operations or otherwise obtained by Recipient through inspection or observation of Discloser’s property or facilities. Confidential Information includes all notes, analyses, compilations, interpretations or other documents prepared by or for the Recipient, to the extent they contain, reflect or are based upon the Discloser’s Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was known to Recipient, free of any confidentiality obligations, before receipt; (c) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser; or (d) is independently developed by Recipient without reliance on the Confidential Information provided by Discloser.

“Contractor” shall mean third-party consultants, distributors and contractors performing services to Customer under an applicable contractual arrangement.

“Licensed Software” shall mean The OpenWebF’s commercial software product which is licensed for use by Customer under this Agreement and corresponding Service Terms. Licensed Software shall include, if and to the extent applicable and specified in the applicable relevant Service Terms, corresponding online or electronic documentation, associated media and printed materials, including the source code, and example programs. The OpenWebF Company may in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to Customer or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s). Licensed Software is commercial computer software, developed at private expense and offered to the public under standard commercial terms.

“Professional Services” shall mean The OpenWebF’s professional consulting, training and/or services delivered to Customer under this Agreement and specified in a Purchase Document.

“Deliverables” shall mean software and other material and products delivered by OpenWebF to Customer via the Professional Services (including any Results and Background IP, if any).

“Device(s)” shall mean device(s) developed or distributed by the Customer which incorporate the Licensed Software.

“Support Services” shall mean maintenance and support services provided by The OpenWebF Company to assist Customer in using the Licensed Software.

“Business Hours” or BH means the OpenWebF hours of operation (11:00 a.m. - 7:00 p.m. Pacific Time) in the region of Customer’s domicile.

“Major Release” means a version of the Software made generally available by OpenWebF with improvements and bug fixes, represented by a change in the number to the left or right of the first decimal point (e.g., change from 1.1.0 to 2.1.0 or from 1.1.0 to 1.2.0). A Major Release is a “Release”.

“Minor Release” means a version change represented by a change in the number to the right of the last decimal point. A Minor is a “Release”.

“OpenWebF Enterprise SDK” refers to the Software Development Kits provided by The OpenWebF Company for Enterprise subscribers, including all source code located in the https://github.com/openwebf/webf  repository.

“End Customers” shall mean the end users or recipients of the Applications and/or Devices developed or distributed by Customer that incorporate the Licensed Software.

“Purchase Document” shall mean the purchase documents related to the Professional Services as provided in the Exhibit-1 of this Agreement.

“Redistributables” shall mean any components of the Licensed Software explicitly designated for redistribution as part of an Application or Device under the terms of this Agreement.

“AI-Generated Application” shall mean an Application that is programmatically created, assembled, or generated through automated processes, artificial intelligence systems, machine learning algorithms, or no-code/low-code platforms operated by or on behalf of Customer, where each such Application is distributed as a distinct end-user product to separate End Customers or user groups. Each AI-Generated Application constitutes a separate Application for licensing purposes under this Agreement.

“AI App Builder License” shall mean a subscription-based license granted under Section 3.5 of this Agreement that permits Customer to distribute AI-Generated Applications on a per-application basis, where each AI-Generated Application distributed to End Customers requires its own individual license and corresponding annual fee as specified in the pricing page at https://openwebf.com/en/pricing .

“License Management API” shall mean the application programming interface provided by OpenWebF to AI App Builder License holders for the purpose of programmatically managing, activating, tracking, and monitoring licenses for AI-Generated Applications.

“Updates” or “Upgrades” shall mean modifications, enhancements, or new versions of the Licensed Software provided by OpenWebF, including but not limited to bug fixes, patches, or additional features, etc..

2. Term of Agreement

The term of this Agreement (the “Term”) will commence on the Effective Date and remain in effect for one (1) year, and will automatically renew for successive one-year periods unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the current Term. This Agreement operates on a subscription model whereby all licenses and rights granted hereunder, including but not limited to distribution rights under Section 3.4, are conditional upon maintaining an active and paid subscription and shall immediately terminate upon expiration or non-renewal of the Term.

Either Party may terminate this Agreement before the expiration of the Term only in the event of a Material Breach by the other Party. The terminating Party must provide written notice of the breach and allow the breaching Party thirty (30) days to cure the breach. If the breach is not cured within this period, the Agreement may be terminated immediately upon delivery of further written notice. Customer acknowledges that failure to renew this Agreement prior to expiration will result in immediate cessation of all rights to distribute new copies or Updates of Applications as set forth in Section 11.3, provided, however, that such termination shall not affect the right of End Customers to continue using Applications validly distributed prior to such termination.

3. License

3.1 Availability and License

Subject to the terms and conditions of this Agreement and the applicable laws, OpenWebF grants to Customer a limited (as defined in Section 2.2), worldwide, non-exclusive, non-transferable license during the Term of this Agreement to use and modify the Software solely in connection with Customer’s business operations. Customer may use the Software as a software development kit (“SDK”) with an application available to its end users. The Software may contain portions that are separately available from OpenWebF under open-source or source-available licenses. However, the license granted under this Agreement supersedes terms of other licenses for overlapping portions of the Software.

3.2. Further Requirements

3.2.1. The license granted in Section 3.1 by the OpenWebF to Customer is conditional and subject to Customer’s compliance with the following terms:

• Customer shall not sell, sublicense, rent, lease, distribute, market, or commercialize the Licensed Software for any purpose;
• Customer shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software;
• Applications must add primary and substantial functionality to Licensed Software so as not to compete with the Licensed Software;
• Customer shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or right of any third party, or that violates any applicable law;
• Customer shall not use the OpenWebF’s or any of its affiliates’ or suppliers’ names, logos, or trademarks to market Applications, except that Customer may use “Built with OpenWebF” logo to indicate that an Application or Device was developed using Licensed Software;
• Customer shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Customer may appoint employee(s) of Contractors to use Licensed Software).
• Customer shall not grant the End Customers a right to: (a) make copies of the Redistributables except when and to the extent required to use the Applications and/or Devices for their intended purpose; (b) modify the Redistributables or create derivative works thereof; (c) decompile, disassemble or otherwise reverse engineer Redistributables; or (d) redistribute any copy or portion of the Redistributables to any third party, except as part of the onward sale of the Application or Device on which the Redistributables are installed;
• Except when and to the extent explicitly provided in this Section 3, Customer shall not transfer, publish, disclose, display or otherwise make available the Licensed Software;
• Customer shall not attempt or enlist a third party to conduct or attempt to conduct any of the above; and
• Customer shall not publicly disseminate performance information or analysis including benchmarking test results related to the Software or the Commercial Subscription.

3.2.2. Section 3.2.1 shall not be applicable if and solely to the extent they conflict with any mandatory provisions of applicable laws.

3.2.3. Any use of Licensed Software beyond the provisions of this Agreement may be approved but requires notifying the OpenWebF at least 30 days in advance.

3.3. Development with Licensed Software

3.3.1. Subject to the terms of the Agreement, The OpenWebF grants to Customer a worldwide, non-exclusive, non-transferable license, valid for each License Term, to develop, modify and copy the Licensed Software by Designated Users on the Development Platforms for the sole purposes of designing, developing, demonstrating and testing Application(s) and/or Devices, and to provide support and other services related to such Applications and Devices to End Customers.

3.3.2. Customer may designate another Designated User to replace a then-current Designated User by notifying The OpenWebF in writing, where such replacement is due to termination of employment, long-term absence or other permanent reason affecting Designated User’s need for Licensed Software.

3.3.3 Customer may create bug-fixes, error corrections, patches or modifications to the Licensed Software (collectively, the “Modified Software”). To the extent that Customer’s Modified Software breaks source or binary compatibility or other functionality with the Licensed Software, Customer acknowledges that the OpenWebF’s ability to provide Support may be prevented or limited and Customer’s ability to make use of Updates may be restricted.

3.3.4. Customer may, at its sole and absolute discretion, choose to submit Modified Software to the OpenWebF (“Submitted Modified Software”) in connection with Customer’s support request, service request or otherwise. In the event Customer does so, then, Customer hereby grants The OpenWebF a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Customer’s Intellectual Property Rights, to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute such Submitted Modified Software as The OpenWebF sees fit at its free and absolute discretion.

3.4. Distribution of Applications

3.4.1. Subject to the terms of the Agreement, The OpenWebF grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free and revocable (for Customer’s material breach of agreement or non-renewal) right and license to distribute, by itself or through one or more tiers of Contractors, Redistributables as installed, incorporated or integrated, or intended to be installed, incorporated or integrated into Devices for execution on the Deployment Platforms; and grant perpetual and irrevocable sublicenses to Redistributables, as distributed hereunder, for End Customers solely to the extent necessary in order for the End Customers to use the Devices for their respective intended purposes.

3.4.2. Right to distribute the Redistributables as part of an Application as provided herein is not royalty-bearing but is conditional upon (a) the Application having been created, updated and maintained under a valid and duly paid Development License; and (b) Customer maintaining an active and current subscription to the Licensed Software. Any lapse in subscription immediately suspends all distribution rights until subscription is renewed.

3.5. AI App Builder License

3.5.1. Grant of AI App Builder License

Subject to the terms of this Agreement, OpenWebF grants to Customer holding an AI App Builder License a worldwide, non-exclusive, non-transferable right and license to use the Licensed Software for the purpose of creating, generating, and distributing AI-Generated Applications to End Customers, provided that:

(a) Customer obtains and maintains a separate, active, and paid AI App Builder License for each AI-Generated Application distributed to End Customers;

(b) Each AI-Generated Application is counted as a distinct Application requiring its own individual license, regardless of similarities in code, functionality, or underlying architecture with other AI-Generated Applications;

(c) Customer pays the applicable per-application annual fee as specified in the pricing page at https://openwebf.com/en/pricing  for each AI-Generated Application prior to or at the time of distribution to End Customers;

(d) Customer maintains accurate records of all AI-Generated Applications created and distributed, including but not limited to application identifiers, distribution dates, End Customer information, and license status;

(e) Customer complies with all license tracking and reporting requirements as specified in Section 3.5.3.

3.5.2. License Management API

OpenWebF shall provide Customer with access to the License Management API to facilitate automated license acquisition, activation, tracking, and monitoring of AI-Generated Applications. Customer shall:

(a) Integrate the License Management API into its AI app generation platform or systems to ensure that each AI-Generated Application is properly licensed prior to distribution;

(b) Use the License Management API solely for the purpose of managing licenses for AI-Generated Applications created under this Agreement;

(c) Implement reasonable technical measures to prevent distribution of unlicensed AI-Generated Applications;

(d) Not circumvent, disable, or otherwise interfere with the License Management API or any license verification mechanisms;

(e) Report any technical issues, errors, or anomalies with the License Management API to OpenWebF promptly.

3.5.3. Reporting and Audit Rights

(a) Automated Tracking: License usage and counts are tracked automatically via the OpenWebF License Management API. Customer acknowledges that the License Management API serves as the primary method for reporting and monitoring license compliance. The API is configured to enforce license limits and will automatically refuse to sign, activate, or issue new licenses if the Customer has exceeded their purchased license quantity or if the account is not in good standing. Customer is not required to maintain separate manual records of AI-Generated Applications, as the API data shall serve as the system of record.

(b) OpenWebF reserves the right, upon thirty (30) days’ prior written notice, to audit Customer’s systems related to AI-Generated Applications solely to verify that the Customer has not circumvented, disabled, or interfered with the License Management API. Such audits may be conducted no more than once per calendar year unless a previous audit revealed material non-compliance.

(c) If an audit reveals that Customer has distributed AI-Generated Applications without proper licensing (e.g., by circumventing the API), Customer shall immediately:

• (i) Pay all outstanding license fees for unlicensed AI-Generated Applications, plus interest at the rate of 1.0% per month or the maximum rate permitted by law, whichever is lower;
• (ii) If the number of unlicensed applications exceeds 10% of total applications, reimburse OpenWebF for the reasonable costs of the audit; and
• (iii) Cease distribution of all unlicensed AI-Generated Applications until proper licenses are obtained.

3.5.4. Volume Discounts

Customer is eligible for automatic volume discounts on AI App Builder License fees based on the total number of active AI-Generated Applications licensed. The volume discount tiers are as follows:

(a) Automatic Application: Volume discounts apply automatically based on Customer’s total count of active licensed AI-Generated Applications at the time of billing or renewal. All active licenses are billed at the applicable tier rate. For example, a Customer with 150 active app licenses will pay $12 per app for all 150 apps.

(b) Tier Calculation: The applicable tier is determined by the total number of AI-Generated Applications for which Customer maintains active licenses, regardless of when individual app licenses were purchased. Tier status is evaluated at each billing cycle.

(c) Minimum Commitment: Volume discount pricing does not require any minimum commitment period. Customer may allow individual app licenses to expire at any time without penalty, though this may affect the volume tier for remaining active licenses.

(d) Custom Enterprise Pricing: For platforms expecting to license 10,000 or more AI-Generated Applications, OpenWebF offers custom enterprise pricing and dedicated support packages. Contact sales@openwebf.com for enterprise discount negotiations.

(e) Price Protection: Volume discount rates specified in this Section are locked for the duration of the initial Term and any renewal terms executed under this Agreement. OpenWebF reserves the right to adjust pricing for new agreements, but existing Customers will maintain their agreed-upon rates.

3.5.5. License Term and Renewal

(a) Each AI App Builder License for an individual AI-Generated Application is valid for one (1) year from the date of purchase or activation.

(b) Customer must renew each AI App Builder License annually to maintain distribution rights for the corresponding AI-Generated Application. Failure to renew results in immediate termination of distribution rights for that specific AI-Generated Application as set forth in Section 11.3.

(c) OpenWebF shall provide automated renewal notifications via the License Management API and via email at least thirty (30) days prior to license expiration. Customer is responsible for ensuring timely renewal regardless of notification receipt.

(d) Customer may elect to discontinue a specific AI-Generated Application by ceasing its distribution and not renewing the corresponding license. No refunds will be provided for licenses terminated prior to their expiration date.

3.5.6. Termination of AI-Generated Application Distribution

Upon expiration or termination of an AI App Builder License for a specific AI-Generated Application, Customer shall immediately:

(a) Cease all distribution, marketing, and making available of that specific AI-Generated Application to new End Customers;

(b) Remove the AI-Generated Application from all distribution channels, including but not limited to app stores, websites, download platforms, and any other means of distribution;

(c) Cease providing updates, modifications, or support for the AI-Generated Application that would require redistribution of Redistributables;

(d) Notify affected End Customers of the license termination if required by applicable law or app store policies.

For the avoidance of doubt, termination of a license for one AI-Generated Application does not affect licenses for other AI-Generated Applications that remain active and in good standing.

3.6. GPL-3.0 Exception for Open-Source Packages

3.6.1. Grant of Exception

Notwithstanding the GPL-3.0 license terms that apply to the Licensed Software, OpenWebF hereby grants an exception (the “Open-Source Package Exception”) that permits the distribution of certain open-source software packages that depend on, link to, or otherwise use the Licensed Software without requiring such packages to be licensed under GPL-3.0.

3.6.2. Scope of Exception

This exception applies exclusively to software packages that meet ALL of the following requirements:

(a) Public Distribution: The package is published to a publicly accessible package registry, including but not limited to:

• npm (npmjs.com) for JavaScript/TypeScript packages
• pub.dev for Dart/Flutter packages
• Other recognized public package registries

(b) Open Source License: The package is licensed under an OSI-approved open-source license (including but not limited to MIT, Apache-2.0, BSD-2-Clause, BSD-3-Clause, ISC, etc.);

(c) Source Code Availability: The complete source code of the package is publicly available and freely accessible;

(d) Package Classification: The package constitutes a library, utility, framework, component collection, or similar software development resource, and does NOT constitute an end-user application, product, or service.

3.6.3. Permitted Uses Under Exception

Packages qualifying under Section 3.6.2 may, without obtaining a Commercial License or complying with GPL-3.0 copyleft requirements:

(a) Depend on the Licensed Software as a runtime or build dependency;

(b) Import, link to, or otherwise utilize APIs, interfaces, or functionality provided by the Licensed Software;

(c) Wrap, extend, or build upon the Licensed Software to provide additional functionality;

(d) Be distributed under any OSI-approved open-source license of the package author’s choosing.

3.6.4. Exception Does NOT Apply To Applications

For the avoidance of doubt, this Open-Source Package Exception does NOT extend to:

(a) End-User Applications: Applications, products, or services that are distributed to end users for direct use, regardless of whether such applications use packages that qualify for this exception;

(b) Proprietary Software: Any closed-source, proprietary, or commercial software, regardless of distribution method;

(c) Private/Internal Packages: Packages that are not published to public registries or whose source code is not publicly accessible;

(d) Applications Distributed Through App Stores: Any application distributed through the Apple App Store, Google Play Store, or similar distribution platforms, regardless of whether it uses qualifying open-source packages.

3.6.5. Downstream Licensing Obligations

(a) No License Grant: This exception applies solely to the open-source packages themselves. Developers and organizations using such packages to build applications remain subject to the GPL-3.0 license terms for the Licensed Software, unless they obtain a Commercial License.

(b) No Implied Rights: The use of a package qualifying for this exception does not grant, imply, or convey any Commercial License rights to applications built using such package. Applications must independently comply with GPL-3.0 or obtain a Commercial License.

(c) Package Author Obligations: Authors of packages claiming this exception should clearly communicate to users of their packages that:

• The package itself is subject to the package’s stated open-source license
• The Licensed Software (WebF) remains subject to GPL-3.0 or requires a Commercial License
• End-user applications must comply with WebF’s licensing terms independently

3.6.6. Exception Limitations and Termination

(a) OpenWebF reserves the right to revoke this exception for any package that:

• Violates the terms of Section 3.6.2
• Is used primarily to circumvent GPL-3.0 licensing obligations
• Contains malicious code, security vulnerabilities, or violates applicable laws
• Infringes upon OpenWebF’s or third parties’ intellectual property rights

(b) Revocation of this exception for a specific package requires thirty (30) days’ written notice to the package maintainer, provided OpenWebF can reasonably identify and contact the maintainer.

(c) This exception may be modified or terminated by OpenWebF for future versions of the Licensed Software, but such modification or termination shall not apply retroactively to packages already published and distributed under this exception.

3.6.7. Examples of Qualifying vs. Non-Qualifying Software

Examples of software that QUALIFIES for this exception:

• An MIT-licensed npm package providing React components optimized for WebF
• An Apache-2.0 licensed Flutter package providing utility functions for WebF integration
• A BSD-licensed npm package providing state management tools for WebF applications

Examples of software that DOES NOT qualify for this exception:

• A proprietary mobile application using WebF (requires Commercial License or GPL-3.0)
• An internal company library not published to public registries (requires Commercial License or GPL-3.0)
• A SaaS application built with WebF (requires Commercial License or GPL-3.0)
• Any application distributed through Apple App Store or Google Play Store (requires Commercial License)

3.6.8. Verification and Compliance

(a) OpenWebF may, at its discretion, maintain a registry or list of packages known to qualify for this exception, but the absence of a package from such registry does not preclude its qualification if it meets the requirements of Section 3.6.2.

(b) Package authors may contact OpenWebF at legal@openwebf.com to confirm whether their package qualifies for this exception.

(c) OpenWebF shall not be obligated to monitor, verify, or track packages claiming this exception, and package authors bear responsibility for ensuring compliance with Section 3.6.2.

4. License Fees

The license fees (“License Fees”) for this Agreement are specified on the OpenWebF pricing page at https://openwebf.com/en/pricing  as of the Effective Date or as otherwise agreed in writing by both Parties. License Fees vary based on the license type selected by Customer:

(a) Standard Commercial Licenses (Individual/Startup, Small Enterprise, Enterprise): First year payment shall be due and payable in a single installment upon the Effective Date and the subsequent license fees shall be due and payable within 10 days of each anniversary during the Term of this Agreement.

(b) AI App Builder Licenses: Each AI-Generated Application requires a separate annual license fee as specified on the pricing page. License fees for AI-Generated Applications are due and payable prior to or at the time of distribution of each AI-Generated Application to End Customers. Renewal fees for each AI-Generated Application are due annually on the anniversary of the initial license activation date for that specific application.

(c) All fees are non-refundable except as expressly provided in this Agreement. The License Fees for any renewal terms shall remain the same as the fees applicable on the Effective Date and shall not be increased during the Term of this Agreement or any renewal thereof.

(d) Customer acknowledges that failure to pay applicable License Fees for any AI-Generated Application prior to distribution constitutes a material breach of this Agreement and may result in immediate suspension of distribution rights and other remedies as set forth in Section 11.

5. Performance

5.1 The Application developed using the OpenWebF Enterprise SDK must initialize a memory increment of less than 100 MB when opening a view containing 5,000 DOM elements.

5.2 When loading a page from disk with 5,000 DOM elements, 5KB of CSS, and 100KB of JavaScript, the Largest Contentful Paint (LCP) must be less than 500 ms.

5.3 During repeated page transitions, the Application’s peak memory usage must remain relatively stable.

5.4 In long-list scenarios, the Application built with the OpenWebF Enterprise SDK must support real-time updates of 800 DOM elements, maintaining a frame rate of at least 55 FPS.

5.5 During real-time updates of 800 DOM elements, the Application’s peak memory usage must remain relatively stable.

5.6 If the actual performance of the Application developed with the OpenWebF Enterprise SDK does not meet the specified criteria, OpenWebF shall provide a free optimization solution within 30 days.

6. Services

6.1 Professional Services

6.1.1 “Professional Services” encompass any professional, educational, operational, or technical services that OpenWebF provides to the Customer. Each engagement will be documented with, at minimum, a detailed description of the Professional Services and any associated OpenWebF Materials to be delivered.

6.1.2 The scope of Professional Services explicitly includes support for running mobile and desktop business applications leveraging the OpenWebF Enterprise SDK. These services are further defined as follows:

(a) JavaScript Application Support: Assistance with JavaScript application code executed via the JavaScript runtime supplied by OpenWebF or a runtime provided by the Customer, provided such JavaScript application code is integrated with the OpenWebF Enterprise SDK and falls within the defined scope of Professional Services. This includes support for issues directly related to the integration, execution, or optimization of the JavaScript application within the supported runtime environment.

(b) Native Code Integration: Support for native code, whether compiled into machine code or bytecode, that incorporates components of the OpenWebF Enterprise SDK build artifacts within the call stack.

(c) Customized Features: Development and implementation of additional features customized using the OpenWebF Enterprise SDK. This includes, but is not limited to, modifications to existing system components. For such changes, the Customer must notify OpenWebF in advance, providing technical specifications and requirements for the proposed solutions.

6.1.3 Services Prices and Charges

(a) Prices for the Professional Services are specified in the Support Services Packages Table. All payment obligations are non-cancelable, and all fees and charges are, except as otherwise explicitly stated in this Agreement, non-refundable. Any professional services hours not consumed upon expiration or termination of the relevant Purchase Document shall expire in accordance with the applicable Professional Services structure set forth in such Purchase Document.

(b) If any payment by Customer is delayed by more than thirty (30) days from the payment due date, OpenWebF shall be entitled to suspend its performance without any liability until Customer has paid all amounts due. In such cases, Customer may request a payment grace period not exceeding fifteen (15) additional days, subject to prior written approval by OpenWebF. Alternatively, OpenWebF is entitled to terminate this Agreement with immediate effect upon arrival of such termination written notice to the Customer. Partial payments made during the suspension period may be accepted at OpenWebF’s sole discretion, provided they contribute to settling the outstanding balance in a timely manner.

(c) Unless otherwise agreed in writing, The OpenWebF shall not be entitled to adjust the price of the Professional Services.

(d) The prices exclude incurred travel, lodging, daily allowance and other similar expenses (“Travel Expenses”). The OpenWebF is entitled to charge Customer for incurred Travel Expenses (including travel time) and shall do so in accordance with OpenWebF’s applicable travel and expense policy which may be amended or restated from time to time.

6.1.4 Delay

(a) In the event of a delay or likely delay relating to the Professional Services, the party responsible for the delay or likely delay shall promptly inform the other Party in writing of the expected delay and of the expected effects of the delay on the agreed time schedule, whereupon the Parties shall agree on updating the delivery schedule accordingly.

(b) If a material part of the delivery is delayed due to a reason attributable to a Party and the Delivery does not take place within a reasonable extension of time set by the non-breaching Party in writing, the non-breaching Party shall be entitled to terminate the Purchase Document forthwith with respect to the delayed Professional Services.

6.2 Support Services

6.2.1 OpenWebF will provide Support Services during the Term at one of the levels as follows as specified in this Agreement. Support Services under the Support Policy are not separable from the license and Professional Services was obtained in the Support Services package (“Support Package”).

6.2.2 Support Package

The availability of a Support Package is determined by Customer’s total annual License Fee and other fees as specified in this Agreement or otherwise agreed in written by both Parties. Customer has the same Support Package for all Software licensed (i.e., Customer cannot purchase different Support Packages). The Support Services provided by OpenWebF to Customer for the Software and certain of its components depend on the applicable Support Package shown in Table 1 - Support Services Packages as follows:

Table 1 - Support Services Packages

Note: Current pricing, additional seat costs, and volume discounts are published on the OpenWebF pricing page at https://openwebf.com/en/pricing . Pricing may be updated from time to time at OpenWebF’s discretion.

AI App Builder Tiered Support: Priority Support Tickets for AI App Builder License holders scale based on the total number of active licensed applications as follows:

• 1-99 apps: 10 priority support tickets per year
• 100-499 apps: 25 priority support tickets per year
• 500-999 apps: 50 priority support tickets per year
• 1,000-4,999 apps: 100 priority support tickets per year
• 5,000+ apps: 200 priority support tickets per year

Support tier adjustments are automatic and based on Customer’s total active licensed AI-Generated Applications at the time of support request. All AI App Builder support includes priority email response and root-cause analysis as specified in this table.

6.2.3 Software Upgrades

At no additional fee to Customer, OpenWebF will provide Customer with the new versions of the Software that OpenWebF generally releases (at its sole discretion), including updates of existing functionalities and bug fixes to prior versions. Releases are provided subject to the terms of the Agreement.

6.2.4 OpenWebF End of Life Policy

OpenWebF’s Support Services cover each Major Release for 18 months after the general release of the subsequent Major Release (the “Support Period”). During the Support Period, OpenWebF will provide: (a) Minor Releases of that Major Release; and (b) updates of existing functionality and bug fixes for the latest Minor Release (but not prior Minor Releases or the Major Release if Minor Releases have been issued since the Major Release). Upon expiration of the Support Period, the current Major Release and all its Minor Releases will reach their End of Life (“EOL”). After a Major Release has reached its EOL, OpenWebF will not support, in any way, such Major Release or its Minor Releases. Support Services only cover use of the Software on the platform or operating system versions that are specified by OpenWebF.

6.2.5 Support Services Process

Support Services include consultations conducted via online meetings, providing tailored assistance for enterprise customers. Additionally, private contact groups will be established to facilitate direct and ongoing communication between OpenWebF and the Customer, enabling streamlined collaboration and prompt resolution of service-related issues.

Meetings and Private Contact Groups:

The number and frequency of meetings will be limited to the amount specified in the corresponding table of the Support Service Packages document. These sessions may include consultations, ongoing touchpoints, or ad hoc sessions, depending on the Customer’s needs and the scope of their Support Package. OpenWebF will specify the frequency and nature of these interactions in the Support Services Packages Table.

6.2.6 Priority Level Definitions

P1 - Critical: A catastrophic problem in Customer’s production application that results in a crash or white screen, rendering the entire business built on top of OpenWebF inaccessible. Example: A system-wide outage due to a runtime error in the OpenWebF Enterprise SDK. In such cases, a full-time Staff Engineer will be immediately assigned by OpenWebF, after its awareness, to collaborate with the Customer and resolve the issue, including providing detailed Root-Cause Analysis and implementation of a fix.

P2 - High: A significant problem in Customer’s production application that disrupts essential operations or impacts core business features. Example: Performance degradation in a critical API or a feature malfunction impacting end-user interactions. This also includes feature requests aimed at performance improvements. OpenWebF will prioritize resolution and provide scheduled updates during the resolution process.

P3 - Moderate: A moderate problem in Customer’s production or non-production application involving partial or limited loss of non-critical functionality. Example: Issues in test environments or non-essential features. P3 also includes new functionality requests with limited scope. OpenWebF will address these issues based on their overall impact and within the agreed response times.

P4 - Low: A general usage question, minor problem, or enhancement/modification request with no impact on quality, performance, or functionality. Example: non-urgent API documentation improvements. These are handled as part of routine support and addressed during regular support cycles.

6.2.7 Customer Responsibilities

For OpenWebF to provide Support Services to Customer and meet the response times of the applicable Support Package as provided in Section 6.2.2, Customer shall provide the following in a timely manner: (a) Software-Related Demo or Crash call stacks which related to the OpenWebF Enterprise SDK; (b) access to Customer’s Technical Contacts; and (c) any additional information requested by OpenWebF related to the Software. Customer’s Technical Contacts are the only individuals authorized to initiate and manage the Support Services and Customer shall provide 3 days prior written notice to OpenWebF to change the Technical Contacts. OpenWebF may use Software-Related Data to: (i) provide the Support Services; (ii) improve the Software stability and functionality. OpenWebF is not responsible for any delays in providing Support Services if Customer limits access to Software-Related Data.

7. Ownership

7.1. Ownership of OpenWebF

7.1.1. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

7.1.2. All of The OpenWebF’s Intellectual Property Rights related to the Licensed Software are and shall remain the exclusive property of The OpenWebF or its respective licensors as specified by OpenWebF. For purposes of this Agreement, “Intellectual Property Rights” shall include patents, trademarks, trade secrets, copyrights, know-how, and any other proprietary rights recognized under applicable law.

7.2. Ownership of Customer

7.2.1. All of Customer’s Intellectual Property Rights are and shall remain the exclusive property of Customer or its licensors respectively.

7.2.2. All Intellectual Property Rights to the Modified Software, Applications and Devices shall remain with Customer.

8. Third-Party Software

The Licensed Software may provide links or access to third party libraries or code (collectively “Third-Party Software”) to implement various functions. Third-Party Software does not, however, comprise part of the Licensed Software, but is provided to Customer complimentary and use thereof is discretionary for Customer. Third-Party Software will be listed in the “bridge/thirdparty” source tree delivered with the Licensed Software or documented in the Licensed Software, as such may be amended from time to time. Customer agrees and acknowledges that use or distribution of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

9. Pre-Release Code

9.1. The Licensed Software may contain pre-release code and functionality, or sample code marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Experimental”, “Sample”, “Example”, etc. (collectively referred to “Pre-Release Code”). This includes code sourced from the “main” branch and other branches of the WebF Enterprise SDK, except for source code from branches with the “release/” prefix, which shall not be designated as Pre-Release Code.

9.2. Such Pre-Release Code may be provided complimentary for Customer, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities, or for other similar reasons. The Customer has the right to thoroughly test the Pre-Release Code prior to deploying it into production to ensure its suitability and compatibility with their systems. OpenWebF encourages robust testing to mitigate risks associated with errors, instability, or incompatibility. OpenWebF shall cooperate with the Customer to improve the features of the Pre-Release Code and assist the Customer in pushing such code into production and release, ensuring proper integration and functionality. While Pre-Release Code may be used in production environments, Customer acknowledges and accepts all risks associated with such use, including the potential for errors, instability, and lack of full compatibility. Liability disclaimers for Pre-Release Code shall apply only during the period prior to the release of a stable version. Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering. Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by OpenWebF prior to a commercial product release, if any. The OpenWebF Company has no obligation to make Pre-Release Code commercially available, or provide any Support or Updates relating thereto. To the maximum extent permitted by law, OpenWebF shall be exempted from any and all liability whatsoever regarding any Pre-Release Code and any use thereof is exclusively at Customer’s own risk and expense.

9.3. Unless Licensed Software specifies different license terms for the respective Pre-Release Code, Customer is entitled to use such Pre-Release Code pursuant to Section 3 of this Agreement, just like other Licensed Software.

10. Payment

10.1 Direct Fees

Customer agrees to pay all License Fees and Service Fees. Unless otherwise specified in this Agreement or agreed by the Parties in writing, all fees and other amounts are payable in United States Dollars. Except as specified in this Agreement, all payment obligations are non-cancelable and all payments made are non-refundable. Except as in other Sections of this Agreement, payment is due within thirty (30) days of the invoice date. The fees exclude any applicable taxes; accordingly, Customer shall pay applicable taxes and similar charges, including sales, usage, excise, and value-added taxes. Nothing in this Agreement requires either Party to pay income taxes or similar charges of the other Party. If applicable law requires Customer to withhold any amount from Customer’s payment, Customer will provide OpenWebF with copies of documents related to Customer’s withholding, fully cooperate with OpenWebF in seeking a waiver or reduction of such taxes, and promptly complete and file all relevant documents. Overdue payments are subject to a late charge of 1.5% per month or the maximum rate as permitted by applicable laws accruing 30 days after the due date. If the Customer disputes any portion of an invoice in good faith, the Customer shall notify OpenWebF in writing within thirty (30) days of the invoice date. During the investigation of the dispute, late charges will be paused for the disputed amount until the matter is resolved. This late charge is calculated based on the outstanding balance at the end of each month but is not compounded.

Nothing in the Agreement will require OpenWebF to pay any fees for the use of a third-party payment processing system selected by Customer, and OpenWebF will include any related fees for such system selected by Customer on applicable invoices.

Any optional pricing must be explicitly stated in this Agreement or other written documents agreed by both Parties. Unless otherwise stated in this Agreement or other written documents agreed by both Parties, invoices for Professional Services that are not pre-paid will be submitted by OpenWebF to Customer each calendar year for the preceding year.

10.2 Bank Info of OpenWebF

10.3 Payment Information

Current payment methods, including online payment links and additional purchasing options, are available on the OpenWebF pricing page at https://openwebf.com/en/pricing . Customers may also request invoicing by contacting sales@openwebf.com.

11. Termination

11.1 Either Party may terminate this Agreement with immediate effect if the other Party commits a material breach of the applicable contract terms and has not remedied the breach within a reasonable period (which shall be no less than 30 days) of the non-breaching Party’s written notice specifying the breach.

11.2 OpenWebF may terminate this Agreement immediately if:

(a) The Customer fails to pay any License Fee or Professional Services after 30 days of its due date;

• The Customer violates Section 3.2.1;
• The Customer ceases to carry on its business;
• the Customer becomes insolvent, admits in writing to its inability to pay debts as they mature, is adjudicated a bankrupt, or makes an assignment for the benefit of its creditors or another arrangement of similar import; or
• proceedings under bankruptcy or insolvency laws are commenced by or against the Customer and are not dismissed within [30] days.

11.3. Upon termination or expiration of this Agreement for any reason, including non-renewal of subscription:

(i) Customer shall immediately cease all use of the Licensed Software, including but not limited to development, modification, and internal use;

(ii) Customer shall immediately cease all distribution, sale, provision of updates, and any other form of making available to End Customers any Applications or Devices that incorporate the Licensed Software or Redistributables. This prohibition applies to all products, regardless of when they were initially published or distributed; provided, however, that this Section 11.3(ii) shall not require Customer to disable or revoke Applications validly distributed to End Customers prior to the effective date of termination.

(iii) Any continued use or distribution after termination or expiration shall constitute a material breach of this Agreement and infringement of OpenWebF’s intellectual property rights;

(iv) All amounts due and owing by Customer to OpenWebF pursuant to this Agreement shall become immediately due and payable, plus any accrued late charges as specified in Section 10.1;

(v) Customer may renew the subscription at any time by executing a new agreement or renewal agreement with OpenWebF and paying all applicable fees. Upon successful renewal, all distribution rights under Section 3.4 shall be restored, subject to all terms and conditions of this Agreement.

12. Confidentiality

12.1 Recipient will not reproduce, use, disseminate, or disclose Confidential Information to any person or entity, except to its affiliates, and their respective officers, directors, employees, advisors, consultants and agents (the Representative”) who need to know the Confidential Information for the Recipient to further perform this Agreement (the “Purpose”) and are bound by obligations at least as restrictive as this Agreement before having access to Confidential Information.

12.2. Recipient shall: (i) maintain the Discloser’s Confidential Information in strict confidence using the same degree of care that it uses with regard to its own information of like nature, but never less than a reasonable degree of care; (ii) not disclose or make available such Confidential Information except as authorized herein; and (iii) not use such Confidential Information other than for the Purpose. A Recipient may disclose the Discloser’s Confidential Information only to its Representatives who need to know for, and only as necessary to pursue, the Purpose, provided that: (a) each Representative is bound by written obligations of confidentiality (including, without limitation, non-use and non-disclosure) at least as protective of the Discloser’s obligations contained herein and (b) the Recipient informs its Representative of the confidential nature of the Confidential Information. Each Recipient is responsible for its Representatives’ breach of or non-compliance with this Agreement.

12.3 Recipient will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never less than reasonable care. Recipient may disclose Confidential Information: (a) upon Discloser’s written approval; and (b) as necessary to respond to a valid order by a court or governmental body, as required by law, or as necessary to establish the rights of either Party, provided that Recipient promptly notifies Discloser upon receipt of a disclosure order and requests confidential treatment of any affected Confidential Information.

12.4 Subject to applicable law, Recipient shall comply with its confidentiality and nondisclosure obligations under this Section for 5 years after termination of the Agreement (except for trade secrets, which must be kept in confidence in perpetuity).

12.5 Upon written request of the Discloser or at termination of this Agreement, Recipient will promptly return to Discloser or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by Recipient) Confidential Information of Discloser, except as otherwise required by law or pursuant to a bona fide archival or document retention policy.

12.6 All Confidential Information remains the property of Discloser. Recipient does not receive any license or intellectual property rights to Discloser’s Confidential Information. The Parties agree that the Recipient’s disclosure of Confidential Information, except as provided herein, may result in irreparable injury for which monetary damages may be inadequate. The Parties further agree that in the event of such disclosure or threatened disclosure, the Discloser may be entitled to seek an injunction to prevent the breach or threatened breach, in addition to remedies otherwise available to the Discloser at law or in equity. Furthermore, the Discloser shall be entitled to recover reasonable costs, including attorney’s fees, incurred in successfully enforcing the terms of this Section.

13. Warranty and Disclaimer

13.1 Software Warranty

OpenWebF warrants that the Licensed Software as provided will perform substantially in accordance with this Agreement for 120 days from the first delivery. During the warranty period, Customer is encouraged to provide feedback on any software issues encountered to facilitate improvements and collaboration between the Parties. Such feedback will be used to enhance the Licensed Software, where appropriate. If Customer believes there has been a breach of this warranty, Customer must promptly notify OpenWebF in writing with reasonable evidence within the 120-day warranty period, stating in reasonable detail the nature of the alleged breach. If there has been a breach of this warranty, then the exclusive remedies will be for OpenWebF to: (a) correct or replace the non-performing components of the Licensed Software at no additional charge to Customer; or (b) if OpenWebF fails to successfully correct the Software within 60 days of receipt of written notice of Customer detailing the breach, allow Customer to terminate this Agreement and provide a prorated refund of the fees prepaid by Customer for the remainder of the Term.

13.2 Services Warranty

OpenWebF warrants that the Supportive Services will be: (a) performed by OpenWebF personnel with the necessary knowledge, skills, experience, qualifications; Supportive Service tiers will include Root-Cause Analysis for any issues raised during the warranty period. The warranty period for Services shall extend to 120 days after delivery of the Services. If Customer believes there has been a breach of this warranty, Customer must promptly notify OpenWebF in writing with reasonable evidence within the 120-day warranty period following delivery of the Supportive Services, stating in reasonable detail the nature of the alleged breach. If there has been a breach of this warranty through no fault of Customer, then the exclusive remedy will be for OpenWebF to re-perform the affected Services at no additional charge.

13.3 Mutual Warranty

Each Party represents and warrants that this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding agreement enforceable against the other Party in accordance with its terms. Additionally, each Party warrants that their performance under this Agreement will comply with all applicable laws and regulations.

13.4 Disclaimer

EXCEPT AS PROVIDED IN THIS WARRANTY SECTION AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SOFTWARE (INCLUDING EVALUATION SOFTWARE, AND PREVIEWS) AND SERVICES ARE PROVIDED TO CUSTOMER “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, SECURITY, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE WARRANTIES OUTLINED IN THIS SECTION APPLY ONLY IF THE SOFTWARE HAS BEEN UTILIZED IN ACCORDANCE WITH THIS AGREEMENT AND APPLICABLE LAW.

14. Limitation of Liability

14.1 Limit on Direct Damages

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY’S (OR THEIR AFFILIATES’) TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO OPENWEBF FOR COMMERCIAL SUBSCRIPTIONS IN THE 12 MONTHS PRECEDING THE DATE OF THE FIRST EVENT WHICH GIVES RISE TO LIABILITY UNDER THIS AGREEMENT.

14.2 Indirect Damages Disclaimer

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR ANY CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exceptions to the Limitation of Liability

THE LIMITATIONS OF LIABILITY AND DISCLAIMER OF DAMAGES DO NOT APPLY TO (A) ANY OBLIGATION AS DESCRIBED IN SECTION 4 (LICENSE FEE), SECTION 7 (OWNERSHIP) OR PROFESSIONAL FEES; OR (B) ANY LIABILITY FOR: (I) DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE; OR (II) WILLFUL MISCONDUCT. THE PARTIES AGREE THAT LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE INTENDED TO SURVIVE IF A PARTY’S REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND THAT THE FEES FOR SOFTWARE AND SERVICES WOULD HAVE BEEN GREATER WITHOUT THEM.

15. Indemnification

15.1 Indemnification by OpenWebF

OpenWebF will defend Customer against any third-party claim that the Licensed Software provided infringes a registered patent, registered mark, or copyright of a third party, or misappropriates a trade secret (“IP Claim”) and will pay Customer for the resulting amounts finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in settlement. OpenWebF will have no liability to Customer under this Section for any IP Claim that arises out of: (a) any unauthorized use, reproduction, or distribution of the Licensed Software by Customer; (b) use of the Licensed Software in combination with any other software, content, data, business process, or equipment not supported in this Agreement, if such IP Claim would have been avoided without such combination; (c) any modification or alteration of the Licensed Software by anyone other than OpenWebF; (d) use of any older release of the Licensed Software, when a newer version would have avoided the infringement; (e) OpenWebF’s compliance with any materials, designs, specifications or instructions provided by Customer; In the event of a IP Claim pursuant to this Section, OpenWebF will (at OpenWebF’s option and expense): (i) obtain for Customer the right to continue using the Licensed Software during the Term; (ii) modify the Licensed Software to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by OpenWebF in its sole discretion), terminate this Agreement, in which case Customer will be entitled to a pro-rated refund of any fees pre-paid by Customer for the remainder of the applicable Term, including both License Fee and Professional Service fees.

15.2 Indemnification by Customer

Customer will defend OpenWebF against: (a) any third-party claim that Customer’s use of the Licensed Software in breach of this Agreement, infringes a registered patent, registered mark, or copyright, or misappropriates a trade secret (to the extent that such infringement or misappropriation is not the result of OpenWebF’s actions); or (b) any claim relating to Customer’s use of the Licensed Software in violation of Section 3 (License) of this Agreement. Customer will, with respect to any claim against OpenWebF that is subject to this Section, indemnify OpenWebF for the resulting costs and damages finally awarded against OpenWebF to such third party by a court of competent jurisdiction or agreed to in settlement.

15.3 Indemnification Process

As a condition of receiving any indemnification under this Agreement, the Party seeking indemnification (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with: (a) prompt written notice of the claim within 10 business days of awareness, provided, however, that the failure to give such notice does not relieve the Indemnifying Party’s obligations except if the Indemnifying Party is prejudiced by such failure; (b) complete control over the defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written consent if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such consent will not be unreasonably withheld, delayed or conditioned); and (c) assistance requested by the Indemnifying Party in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense. The indemnification obligations under this Section state the Indemnifying Party’s entire liability and the Indemnified Party’s exclusive remedy for third-party claims and actions.

16. General

16.1 Assignment

Customer shall not, directly, indirectly, by operation of law or otherwise, assign all or any part of this Agreement or its rights hereunder or delegate performance of any of its duties hereunder without the prior written consent of OpenWebF and any attempt to do so will be null and void.

16.2 Collaboration

Each Party acknowledges that the marks of the other Party are the property of OpenWebF or Customer, as applicable. Subject to Customer’s ability to revoke consent for use at any time, OpenWebF may reference Customer, or Customer’s marks (subject to Customer’s applicable brand guidelines), and Customer’s use of the Licensed Software and Professional Services in customer and prospect communications and on OpenWebF’s website.

16.3 Contractual Relationship

The Parties are entering into this Agreement as independent contracting Parties. Neither Party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. This Agreement will not be construed to create an association, joint venture, principal-to-agent relationship, or partnership between the Parties or to impose any partnership liability upon any Party.

16.4 Force Majeure

A Party will not be liable for failures or delays in performance due to causes beyond its reasonable control, including, an act of God, fire, earthquake, flood, storm, natural disaster, computer-related attacks, hacking, internet service provider failures, or delays, accident, pandemic, labor unrest, civil disobedience, act of terrorism or act of government (each, a “Force Majeure Event”). The affected Party must notify the other Party of the Force Majeure Event in writing within 10 business days of becoming aware of such event, detailing its expected impact and estimated duration. The Parties agree to use their best efforts to minimize the effects of any Force Majeure Event. The inability to meet financial obligations or compliance with existing applicable law will not be considered Force Majeure Events.

16.5 Governing Law and Dispute Resolution

16.5.1. This Agreement will be governed by and construed in accordance with the laws of Singapore, without giving effect to that body of laws pertaining to conflict of laws.

16.5.2. Dispute arising from or in connection with this Agreement, including the questions regarding its existence, validity or termination, shall be submitted to the ICC Court of Arbitration - Singapore Division and the arbitration shall be conducted in accordance with the arbitration rules of the ICC International Court of Arbitration- Singapore Division in force at the time of submission of the arbitration. In a legal action to enforce this Agreement’s terms, the prevailing Party may seek arbitration fee and attorney’s fees and costs incurred therewith.

16.6 Waiver and Amendment

Any provision of this Agreement may be amended, waived or modified upon the written consent of the Parties.

16.7 Notice

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, e-mail or facsimile, if sent during normal business hours of the recipient, and, if not, then on the next business day of the recipient, (c) ten (10) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) two business days after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next or second business day delivery, with written verification of receipt. For the purpose of notices, the addresses of the Parties are as follows:

16.8 Exhibits, Entire Agreement

The exhibits and schedules to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement. This Agreement and the exhibits and schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

16.9 Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this _____ day of _____, 202_.

Customer: _____________________

By:

Name:

Title:

Date:

Email:

OpenWebF (Cayman) Limited

By:

Name: DONG TIANCHENG

Title: CEO/CTO

Date:

Email: andycall@openwebf.com