# SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT

Version 1.0 - effective as of 2025-12-17

## IMPORTANT! READ CAREFULLY

### IMPORTANT NOTICE

THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU (AS DEFINED BELOW) AT THE TIME OF PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON A DEVICE, OR OTHERWISE USING ELSE42 SOFTWARE, SUPPORT, OR PRODUCTS, YOU BECOME A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND YOU CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

YOU MAY NOT ENTER INTO THIS AGREEMENT IF YOU ARE UNDER 18 YEARS OLD. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE ELSE42 PRIVACY NOTICE, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.

In the event that the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between else42 and you, the terms of the latter shall prevail. else42 and you may each also be referred to individually as a "Party" or jointly as the "Parties".

## A. PARTIES

### A-1. Customer / you

"Customer" or "you" means the legal entity or individual specified in the Subscription Confirmation. Customer must have sufficient legal capacity to enter into this Agreement. For legal entities, Customer includes any of its Affiliates.

### A-2. else42 / we

"else42" or "we" means else42 GmbH, having its headquarters at Liebigstr. 14, 01069 Dresden, Germany, registered in the Commercial Register (Handelsregister) at the Local Court of Dresden (Amtsgericht Dresden) under: HR B 40984.

## B. DEFINITIONS

### Affiliate

"Affiliate" means, with respect to any Party, any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of such Party; "control" for such purposes means the possession, direct or indirect, of the power to direct or affect the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

### Agreement

"Agreement" means this Software License and Subscription Agreement.

### Bug Fix Update

"Bug Fix Update" for a particular Product Version means a software update or release that is specifically identified by else42 as a bug fix for that Product Version.

### else42 parties

"else42 parties" means else42 and its Affiliates, Shareholders, Agents, Directors, and Employees, its Licensors, Suppliers (including the providers of Third-Party Software), and Resellers.

### Feedback

"Feedback" means any ideas, suggestions, or proposals Customer submits to else42.

### Machine

"Machine" means a computing device used by a User for running the Product.

### Paid Features

"Paid Features" means all functions of the Product that require a Subscription to use.

### Product

"Product" means the TestWeasel software which is marketed via the Product Website at www.testweasel.ai and intended for mass distribution. Product does not include any other software, services, or products that are, in else42's sole discretion, subject to different terms and conditions. else42 does not develop Products according to Customer's specifications, nor are Products customized through modification or personalization.

### Product Version

"Product Version" means a release, update, or upgrade of a particular Product that is not identified by else42 as being made for the purpose of fixing software bugs.

### Product Website

"Product Website" means the website of the Product at www.testweasel.ai.

### Sanctions

"Sanctions" means all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes, including, but not limited to, those of the European Union and the United States of America.

### Subscription

"Subscription" specifies the subscription term, Products provided to Customer, subscription fees, and payment schedules.

### Subscription Confirmation

"Subscription Confirmation" means an email confirming Customer's rights to access and use the Product and/or Paid Features, including Subscription plans, and stating the applicable use limitations for the Product (such as, for example, the number of Users and the license period).

### Third-Party Software

"Third-Party Software" means any code and any libraries licensed to else42 by third parties (including open sourcesoftware) that is included in the Product.

### User

"User" means an individual authorized by Customer or any of its Affiliates to access and use the Product, including Customer itself where Customer is an individual.

## C. CUSTOMER'S RIGHTS

C-1. The Product is provided to Customer on a 'per user per machine' basis. During the Subscription purchase process, the Subscription will be bound to the specific User at the specific Machine from which the purchase process was initiated. If Customer complies with the terms of this Agreement, else42 grants to Customer the rights set out in this Section C to the extent necessary to enable the User to effectively use the Product. All other rights remain reserved by else42.

C-2. Unless the Subscription has expired or this Agreement is terminated in accordance with Section L, and subject to the terms and conditions specified in this Agreement, else42 grants Customer the non-exclusive and non-transferable right to use the Product covered by the Subscription as stipulated below:

- a) Customer may:  
  - i) install and use any version of the Product covered by the Subscription on any operating system supported by the Product; and  
  - ii) make one copy of the Product solely for archival, security, and/or backup purposes.

- b) Customer may not:  
  - i) allow the same Subscription to be used concurrently by more than one (1) User;  
  - ii) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;  
  - iii) provide a third party with access to the Product, or the right to use the Product;  
  - iv) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of,
the Product; or  
  - v) remove or obscure any proprietary or other notices contained in the Product.

C-3. Following the expiration of the Subscription Trial Period (Section 9), if Customer does not purchase or maintain a Subscription, Customer may continue to install and use the Product solely for internal evaluation and testing of the Product for the sole purpose of determining whether the Product meets Customer's requirements ("Evaluation Version"). Any use of the Product for any other purpose is prohibited. Customer must not use any Paid Features without a valid Subscription and must not attempt to enable, access, or use any Paid Features without a valid Subscription, including by circumventing or bypassing any technical restrictions of the Product.

C-4. Customer acknowledges that no ownership rights are conveyed to Customer under this Agreement, irrespective of the use of terms such as 'purchase' or 'sale'. else42 has and retains all rights, title, and interest, including all intellectual property rights, in and to the Product, any and all related or underlying technology, and any modifications or derivative works of the Products, including without limitation as they may incorporate Feedback.

## D. PURCHASING VIA RESELLERS OR DISTRIBUTORS

This Agreement applies whether Customer purchases a Subscription directly from else42 or through an authorized reseller or distributor. If Customer purchases via a reseller or distributor, the Subscription details shall be as stated in the Subscription Confirmation issued by the reseller or distributor to Customer, and the reseller or distributor is responsible for the accuracy of any such Subscription Confirmation. Neither resellers nor distributors are authorized to make any promises or commitments on else42's behalf, and Customer understands and agrees that else42 is not bound by any obligations to Customer other than as specified in this Agreement.

## E. ACCESS TO PRODUCTS

All deliveries under this Agreement will be electronic. Customer and User must have an Internet connection in order to access the Subsription features. The Customer is responsible for downloading and installing the Products, which are made available for download on the Product Website.

## F. SUBSCRIPTION FEES

F-1. Customer shall pay Subscription fees in accordance with the Terms and Conditions of Purchase available at the Product Website or an authorized reseller's terms of purchase, whichever are applicable.

F-2. The Subscription fees must be paid in full, and any levies, duties, and/or taxes imposed by Customer's jurisdiction (including, but not limited to, value-added tax, sales tax and withholding tax) shall be borne solely by Customer. Customer may not deduct any amounts from fees payable to else42 or an authorized reseller, unless otherwise specified in the applicable terms of purchase.

## G. CUSTOMER FEEDBACK

Customer has no obligation to provide us with Feedback. However, if Customer or Users submit Feedback to us, then Customer grants us a non-exclusive, worldwide, royalty-free license that is sublicensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

## H. THIRD-PARTY SOFTWARE

All Third-Party Software is provided to Customer under the respective terms stipulated in the Product documentation. A list of Third-Party Software included in the Product is available in the respective Product documentation.

## I. SUBSCRIPTION TRIAL

I-1. Subject to the terms of this Agreement, Customer is granted a one-time right to use the Paid Features for evaluation purposes, without charge, for a period of fourteen (14) days (or such other period as may be specified in the official Product documentation) from the date of Product installation ("Subscription Trial Period"). Customer's use of the Product during the Subscription Trial Period shall be limited to internal evaluation and testing of the Product for the sole purpose of determining whether the Product meets Customer's requirements and whether Customer wishes to continue using the Product.

I-2. Customer may end the Subscription Trial Period at Customer's sole discretion any time. Upon the expiration of the Subscription Trial Period, Customer's right to continue using the Paid Features will terminate, unless Customer purchases a Subscription. The Product will automatically disable the Paid Features upon the expiration of the Subscription Trial Period.

## J. WARRANTY LIMITATIONS

J-1. ALL PRODUCTS ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE PRODUCTS IS AT CUSTOMER'S OWN RISK.

J-2. ELSE42 MAKES NO WARRANTY AS TO THE PRODUCTS' USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELSE42 PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT) WITH REGARD TO THE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

J-3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELSE42 PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE, OR CORRECT; (B) WILL MEET ANY CUSTOMER REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; (D) ARE FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

J-4. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT CUSTOMER'S OWN RISK; CUSTOMER AGREES IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY AND/OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

J-5. CUSTOMER MAY HAVE OTHER RIGHTS WHICH MAY NOT BE LIMITED OR EXCLUDED AND WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO NEGATIVELY AFFECT SUCH RIGHTS.

## K. DISCLAIMER OF DAMAGES

K-1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELSE42 PARTIES BE LIABLE TO CUSTOMER, CUSTOMER'S AFFILIATES, USERS, OR ANYONE ELSE FOR: (I) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (II) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF CUSTOMER'S ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT; OR (III) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT ELSE42 PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (IV) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THEY ARE FORESEEABLE, (V) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR (VI) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

K-2. THE TOTAL LIABILITY OF THE ELSE42 PARTIES IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (I) ONE HUNDRED (100) US DOLLARS OR (II) THE AGGREGATE AMOUNT PAID OR PAYABLE BY CUSTOMER DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE ELSE42 PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

## L. TERM AND TERMINATION

L-1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set forth in the preamble above, and it will continue for each Product through the end of the applicable Subscription period specified in the respective Subscription Confirmation. The Subscription and this Agreement will automatically renew in respect to each Product for a successive Subscription period, unless terminated in accordance with this Agreement.

L-2. Customer may terminate this Agreement at any time by cancelling its Product Subscription. If such termination occurs during a Subscription period, this Agreement will continue to be effective until the end of that Subscription period. Such termination does not relieve Customer of the obligation to pay any outstanding Subscription fees owed to else42, and no credits or refunds will be issued to Customer for prepaid Subscription fees (except as specified in the Terms and Conditions of Purchase available at the Product Website or an authorized reseller's terms of purchase, whichever are applicable).

L-3. else42 may terminate this Agreement and the associated Subscription if:

- a) Customer has materially breached this Agreement and fails to remedy the breach within thirty (30) days of written notice;
- b) Customer fails to make timely payment of Subscription fees in accordance with Section F of this Agreement;
- c) else42 is required to do so by law (for example, where the provision of the Product to Customer is, or becomes, unlawful); or
- d) else42 elects to discontinue providing the Product, in whole or in part.

L-4. else42 will make reasonable efforts to notify Customer via email (to the email address of the billing or technical contact provided by Customer) as follows:

- a) Thirty (30) days prior to termination of the Agreement in the events specified in Sections L-3.c and L-3.d above, in which case Customer will be entitled to a refund of the unused portion of prepaid Subscription fees, if applicable;
- b) Three (3) days prior to termination of the Agreement in the event specified in Section L-3.b, in which case Customer will not be entitled to any refund of the unused portion of prepaid Subscription fees.

L-5. Survival. Upon the expiration or termination of this Agreement, Sections F, G, H, J, K, and P of this Agreement survive. Upon the expiration or termination of this Agreement by Customer under Section L-2, if Customer elects to use an Evaluation Version in accordance with Section C-3, these Sections will also survive with respect to the Evaluation Version, in addition to Section C-3.

## M. TEMPORARY SUSPENSION

M-1. else42 reserves the right to suspend Customer's access to else42 Products if:

- a) Customer fails to pay Subscription fees on time in accordance with Section F;

- b) Customer or User's use of Product is in violation of this Agreement or disrupts or imminently threatens the security, integrity, or availability of Product.

M-2. If else42 suspends Customer's access to Products for non-payment in accordance with Section M-1.a, Customer must pay all past due amounts in order to resume access to Product.

M-3. If else42 suspends access to Product in accordance with Section M-1, Customer agrees that else42 is entitled to charge Customer for the time period during which Customer has access to Product until either access is restored in accordance with Section M-2 or the Subscription is terminated in accordance with this Agreement.

## N. EXPORT REGULATIONS

N-1. Customer must comply with all Sanctions. Customer declares and warrants that it is not a person targeted by Sanctions, nor is it otherwise owned or controlled by or acting on behalf of any entity or person targeted by Sanctions. Customer agrees that it will not download or otherwise export or re-export the Product or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the Product for any end-use prohibited or restricted by Sanctions.

N-2. Customer must immediately report any concerns of non-compliance regarding Sanctions to compliance@else42.de, and cooperate with else42 in its efforts to verify and ensure compliance with Sanctions.

## O. MARKETING

Customer agrees that else42 may identify them as a customer of else42 and may refer to them by name, trade name, and trademark, if applicable. else42 may also briefly describe Customer's business in else42 marketing materials, on any of else42's websites, and/or in public or legal documents. Customer hereby grants else42 a worldwide, non-exclusive, and royalty-free license to use Customer's name and any of Customer's trade names and trademarks solely pursuant to this marketing section.

## P. GENERAL

P-1. Entire Agreement. The following documents are part of ("incorporated into") this Agreement: the Privacy Notice, the Data Processing Addendum (if applicable), and the Terms and Conditions of Purchase, all together available at the Product Website. Together, these documents form the entire agreement and replace any previous agreement between you and us in relation to its subject matter. Except as expressly mentioned, this Agreement does not apply or give rights to anyone else ("no third-party beneficiaries"). No purchase order, Customer terms, or other document that purports to modify or supplement this Agreement will vary the terms of this Agreement unless signed by Customer and else42.

P-3. Reservation of Rights. else42 reserves the right at any time to cease its support of the Product and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, and other characteristics of the Product. Nothing in this Agreement limits any rights a consumer may have under applicable consumer protection laws.

P-4. Changes to this Agreement. The Agreement can be updated from time to time to reflect changes in the Product and how it is offered to you.

- a) If this happens, we will update the terms on the Product website and let you know by displaying them to you in the Product and/or by sending the updated version to the email address used in the Product and/or in the Subscription purchase process.

- b) Any updated Agreement will start ("be effective"") on the date specified in the updated Agreement. By continuing to use the Product after the effective date, you agree to be bound by the modified Agreement.

- c) We respect that you may not agree to the updated Agreement. If that is the case, you can terminate your Subscription any time up to 30 days after the effective date of the updated Agreement. Termination according to this Section entitles you to a pro-rata refund of the pre-paid unused Subscription fees.

P-5. Opportunity to Review. Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory "form contract" ("adhesion contract") regulations shall not be applicable to this Agreement.

P-6. Severability. If a particular term of this Agreement is or becomes invalid or unenforceable, or if it contains loopholes, this shall not affect any other terms of this Agreement. In place of the invalid or unenforceable term, a valid and enforceable term shall be deemed to have been agreed which corresponds as closely as possible to the intended meaning and purpose within the framework of the statutory terms. In the event of loopholes, the term that corresponds to what would have been agreed in accordance with the meaning and purpose of this Agreement if the parties had considered the matter from the outset shall be deemed to have been agreed.

P-7. Interpretation. Headings and titles are for convenience only and do not affect the interpretation of this Agreement. Terms such as "including" are not exhaustive.

P-8. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.

P-9. Notice. else42 may deliver any notice to Customer via electronic mail to an email address provided by Customer, registered mail, personal delivery, or reputable express courier (such as DHL, FedEx, or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Customer via email, (ii) upon personal delivery, (iii) one (1) day after deposit with an express courier, or (iv) five (5) days after deposit in the mail, whichever occurs first.

P-10. Governing Law. This Agreement is governed by the laws of the Federal Republic of Germany, without reference to conflict of laws principles and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties to the agreement constituted by this Agreement undertake to use best commercial efforts to amicably settle any dispute, controversy or claim arising out of or in connection with this Agreement hereunder ("Dispute").

P-11. Dispute Resolution. Should the Parties to this Agreement fail to settle a Dispute amicably, such Dispute shall be finally settled by arbitration before the Arbitration Court (Schiedsgericht) of the Dresden Chamber of Commerce and Industry (IHK Dresden) in accordance with its Arbitration Rules (Schiedsgerichtsordnung). The seat of arbitration shall be Dresden, Germany. The arbitral tribunal shall consist of three (3) arbitrators. The language of the arbitration proceedings, including all submissions, shall be German.

If you are a consumer, the arbitration agreement remains applicable unless it is invalid or unenforceable due to mandatory consumer protection law; in that case, the Dispute shall be brought before the competent courts as determined by applicable law. Consumer Disputes may also be settled out of court through a consumer dispute resolution body (Verbraucherschlichtungsstelle) in Germany, where available, or through the European Commission's online dispute resolution platform (ec.europa.eu/consumers/odr).

P-12 Data Privacy. By accepting this Agreement, Customer acknowledges that else42 will process personal data in accordance with the Privacy Notice, and, if applicable, the Data Processing Addendum available at the Product Website.

P-13. Force Majeure. Neither Party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this Agreement (except paymentobligations), arising directly from an act of God, fire, flood, natural disaster, act of terrorism, strike, lock-out, labor dispute, public health emergency, civil commotion, riot, or act of war.