LICENCE & SUBSCRIPTION AGREEMENT

(A) ASSA ABLOY Licensor has developed the ABLOY^® CLIQ WEB MANAGER which it makes available to subscribers via the internet on a pay-per-use basis via the ASSA ABLOY Local Service Provider.

(B) Customer wishes to use the ASSA ABLOY's service in its business operations.

ASSA ABLOY Local Service Provider has agreed to provide, and Customer has agreed to take and pay for the ABLOY^® CLIQ WEB MANAGER service subject to the terms and conditions of this Agreement.

1 - DEFINITIONS

The terms listed below shall when used in this Agreement shall be defined as follows:

“Agreement” means these terms together with the Software Order Form and Software Order Confirmation.

“App” means the software for a Device developed and/or provided by us, which you install on your Device. The App may serve as your tool to activate and/or use the Services or be used to in and of itself enable the opening of certain doors and locks or update physical keys and manage or trace accesses.

“Authorised Users” means those employees, agents and independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by ASSA ABLOY to use the App.

“Cloud” means a data storage and/or data processing facility accessible online used for remote provision of computer programs or services.

“Commencement Date” means the date stated in the Software Order Confirmation.

“Device” means a device (mobile device or computer) with network communication capabilities, to which the App is downloaded and/or through which you access and use the Services.

(4) “Documentation” means the documentation made available by ASSA ABLOY in connection with the App and the Services.

“License and Right to use” means the license and right to use the App and the Services (regardless of on-premise installation or Cloud use of the Services) by you or the organisation you represent as further set out in clause 5.

“Password” or “PIN” means the password or PIN code that you shall use to protect access to the Services and/or the App on your Device.

"Services" means your license and right to access and use of ASSA ABLOY’s access control system marketed under our trademark CLIQ which you can access directly via your Device’s web browser or indirectly via the App. The Services enable the opening of certain doors and locks or updating of physical keys and the managing and tracing of accesses. The exact functionality of the CLIQ system depends on which CLIQ system your organisation, employer or contractor has selected and purchased from us or another company in our group of companies.

(5) “Software Order Confirmation” means the written or electronic confirmation issued by ASSA ABLOY Local Service Provider accepting the Software Order Form and setting out the number of User Subscriptions, Subscription Fees, any other charges, the currency and the Commencement Date.

(6) “Software Order Form” means the online order form on ASSA ABLOY’s website completed and submitted by the Customer to order User Subscriptions.

“Subscription Fees” means the subscription fees payable by the Customer to ASSA ABLOY Local Service Provider for the User Subscriptions, as set out in the Software Order Confirmation.

“Subscription Term” means twelve months from the Commencement Date or such other period stated in the Software Order Confirmation.

“User Name” means the name of your user account for the Services and/or the App.

(7) “User Subscriptions” means the user subscriptions purchased by the Customer as set out in the Software Order Confirmation.

“you” means the Customer or, where applicable, the individual acting on the Customer’s behalf. You accept these terms when you complete and submit the Software Order Form and when you access or use the App or the Services that we provide under this Agreement.

Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

1.3 References to Clauses and Schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule.

1.4 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to any Party shall include that Party's personal representatives, successors or permitted assigns.

1.9 A reference to a statute, statutory provision or any subordinated legislation made under a statute is a reference to such statute, provision or subordinated legislation as amended or re-enacted from time to time, whether before or after the date of this Agreement and in the case of a reference to a statute is also to all subordinate legislation made under that statute whether before or after the date of this Agreement.

3.1 You shall pay the Subscription Fees to ASSA ABLOY Local Service Provider for the User Subscriptions in accordance with this Clause 3.

3.2 The Subscription Fees, any other charges and the currency are as set out in the Software Order Confirmation.

3.3 ASSA ABLOY Local Service Provider shall invoice the Customer on the Commencement Date for the Subscription Fees and any other charges payable in respect of the Subscription Term.

The Customer shall pay each invoice within thirty (30) days after the date of such invoice.

3.4 All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in the currency stated in the Software Order Confirmation;

(b) are exclusive of value added tax, which shall be added to the invoice(s) at the appropriate rate.

5.1. Scope

License and Right to use

The App and the Services, are licensed, not sold or transferred, to you for use only under the terms set out in this Agreement (the “License and Right to use”). ASSA ABLOY Licensor reserve all rights not expressly granted to you under this Agreement and this License and Right to use. This License and Right to use is granted by us to you for the App and the Services and is limited to a personal, non-exclusive, non-transferable, fully revocable license to use the App on a Device while it is in your possession and under your control, and the Services for use on or via a Device while it is in your possession and under your control, only as permitted by this Agreement. This License and Right to use is not sub-licensable.

5.2. Updates

The App and/or the Services may periodically be updated in our sole and exclusive discretion. The terms of this Agreement will govern any updates and/or upgrades provided by us that replace and/or supplement the original App or the Services (and such updates and/or upgrades will consequently be part of the App and/or the Services), unless such update and/or upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern. The first time you access the App and/or the Services after such update and/or upgrade you will be asked to consent to the update and/or upgrade. By not giving your consent to the update and/or the upgrade this Agreement will immediately terminate automatically.

7.1. Lawful Use

You agree to use the App and/or the Services only in accordance with applicable law. You agree to use the App and/or the Services only in order to gain access to locks and doors or update physical keys which you are lawfully permitted to. You agree only to trace accesses and manage accesses which you are lawfully permitted to trace and/or manage. You shall not use the App or the Services for any unlawful, illegal or improper purposes or in order to obtain unauthorized access of any kind. You shall not let any other person use your Device, the App or the Services for unlawful, commercial, illegal or improper purposes. Such unlawful, illegal, commercial or improper use or access is a material breach of this Agreement and may be subject to criminal prosecution and/or damages.

7.2. Use Limitations

The License and Right to use provided in this Agreement is limited to what is expressly set out herein and explicitly restricts certain actions. You agree not to:

i. use the App or the Services on any Device that you do not own or control, and you may not distribute any part of the App or the Services in any medium or make the App or the Services available over a network where they could be used by multiple Devices at the same time;

ii. to solicit personally identifiable information for commercial or unlawful purposes;

iii. rent, lease, lend, sell, redistribute or sublicense the App or the Services or a Device on which the App or the Services are installed or accessible;

iv. copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App or the Services, any updates, or any part thereof;

v. delete, change or modify in any way any copyright or patent notices or trademarks contained in the App or the Services;

vi. download any software to the Device or the server where you or the organisation you represent have installed the Services which may impact the functionality and security of such Device, the App or the Services (including “rooting” or “jailbreaking” the Device);

vii. use or launch any automated system, including without limitation, robots, spiders or other automatic device or manual process to monitor or copy the App or the Services;

viii. provide to the App or the Services any viruses, worms, time bombs, and/or other computer programming routines that are intended damage, detrimentally interfere with, intercept or

expropriate any system, data or information or any content that may create liability for us or cause us to lose (in whole or in part) the services of our suppliers;

ix. let anyone tamper with your Device in a way that may impact the functionality and security of such Device; or

x. engage in any act that interferes with our business or violates the License and Right to use or infringes our or any third party’s intellectual property rights.

Any attempt to do any of the above by you or someone to whom you have given access to your Device, is a violation by you of our rights, and, if relevant, our licensors or distributors, and is a material breach of this Agreement.

7.3. Your Undertakings

i. provide current, complete and accurate information to create your account, and update your account information as necessary to keep it current, complete and accurate;

ii. protect your Device against unauthorized access;

iii. download updates and/or upgrades of the App to your Device and of the Services to your server where the Services may be installed; and iv. make sure that all settings, required network communication, entries, and changes necessary to operate the App or the Services on your Device are enabled and correct.

7.4. Compliance with laws and this Agreement

You shall comply with all applicable laws and the terms and conditions of this Agreement.

7.5. Third Party Software, Services and User Terms

The App and/or the Services may require access to third party services such as internet connections, network connections, roaming, operating systems etc. We are not liable for any additional terms and costs of service that may apply with respect thereto and we are not responsible for the proper functionality of any such third party services, products or software. For information on the App’s and Services compatibility with third party software or services, please contact the entity from which you or your employer, contractor or the organisation you represent purchased the CLIQ system, which included the App and/or the Services.

The App and/or the Services may include link to or be bundled with other software programs licensed under different terms, including open source software. We are not responsible for any third party software and shall have no liability for your use of such third party software. Any third party or open source software used in the App and/or the Services is subject to the specific terms of such software, which terms will be provided with the App and/or the Services.

Notwithstanding anything to the contrary herein or in any other contract or agreement between us (or any of our affiliate companies) and you, you are prohibited from integrating or using the App and the Services with any open source software or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the App and or the Services in source code form, for the purpose of making derivative works, or at no charge. Any violation of the foregoing provision shall immediately terminate all licenses and other rights to App and the Services granted under this Agreement. You are liable towards us for any damage, loss, including loss of profit, cost or expense due to your breach of this clause.

While we maintain a high level of security and protection against unauthorized access to the App and the Services and the information therein, we and any other provider of products or services related to the Services or the App are, to the fullest extent permissible by law, not responsible for malfunctions, failures, or difficulties with the Services or the App, including, without limitation, any communications related thereto, or lost, stolen, or misdirected messages or entries, or the security of any such communications. Further, we and any other providers of products or services related to the App or the Services are not responsible for incorrect or inaccurate entry information, whether caused by you, users of your account by any of the equipment or programming associated with the Services and/or the App, or by any technical or human error that may occur in the processing of any information related to the Services and/or the App. We and any other providers of products or services related to the Services or the App may prohibit use of the Services or the App where it appears that you have engaged in fraudulent or inappropriate activity or under other circumstances where it appears that a reservation contains or resulted from a mistake or error.

You agree that we and any other providers of products or services related to the Services or the App are not responsible for any damages or losses, to the fullest extent permissible by law, which may arise as a result of your use of or inability to use the Services or the App for any reason.

11.1. The copyright, patent rights, trademarks and any and all other intellectual property rights in and to the App and the Services shall belong to us including any rights to updates or upgrades made thereto.

11.2. This Agreement does not transfer any ownership of the App or the Services or copyright or intellectual property rights therein to you. We only allow you to use the App and/or the Services in accordance with this Agreement.

11.3. You hereby grant us an unlimited, non-exclusive, royalty-free, fully paid-up, worldwide right and license to download, use, reproduce, copy, sublicense (through multiple tiers of licensees), analyse and in any way exploit any and all content, texts, data and any components therefrom that you or your affiliates, agents, employees or representatives introduce, upload, state or write in your account or direct or indirect to us including but not limited to all copyrights and neighbouring rights, trade secrets, proprietary rights, patents, titles, computer codes, audio-visual effects, videos, images, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof, inputted or otherwise delivered, directly or indirectly, to us by you or your Affiliates. You warrant and represent that you have all the rights, authorizations or otherwise hold sufficient title for all content submitted to us.

To the full extent permitted by applicable law we shall in no event be liable for damages, losses, liabilities or claims, unless provided for by mandatory laws. We shall never be liable for any damages, losses, liabilities or claims, wholly or partly, due to, including but not limited to:

i. false or inaccurate information provided by you;

ii. a reason attributable to you or your failure to perform your obligations under this Agreement;

iii. a third party’s illegal or unauthorized access to or use of your Device, the App or the Services; and

iv. a third party’s illegal interruption or suspension of transmission to or from a server or illegal or unauthorized access to or use of a server despite our due diligence measures to prevent such access.

13.1. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, DISTRIBUTORS, AND THIRD PARTY LICENSORS OR SUPPLIERS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR UNAUTHORIZED ACCESS TO YOUR PROPERTY, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER PECUNARY OR COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT,

INCLUDING NEGLIGENCE OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. TO THE EXTENT NOT PROHIBITED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY UNINTENDED OR IMPROPER USE OF THE APP OR THE SERVICES AND SHALL NOT BE LIABLE FOR ANY FAILURE BY THE APP OR THE SERVICES TO PERFORM AS INTENDED, IF SUCH FAILURE IS DUE TO YOUR DEVICE, ITS INCOMPATIBILITY WITH THE APP OR THE SERVICES, ITS FAILURE TO FUNCTION CORRECTLY OR ANY OTHER REASON BEYOND OUR REASONABLE CONTROL.

13.3. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST US, OUR AGENTS, DISTRIBUTORS, REPRESENTATIVES AND LICENSORS ARISING OUT OF, OR IN ANY WAY CONNECTED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, THE APP AND/OR ANY THERETO RELATED PRODUCTS OR SERVICES.

13.4. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF TEN EURO (€ 10.00).

14.5. YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST US WITHIN SIX (6) MONTHS OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13.6. Any failure by us to enforce this Agreement or any part hereof shall not mean a waiver of our right to do so.

You may not use or otherwise export or re-export the App or the Services, or parts thereof, except as authorized by applicable law. By using the App or the Services, you represent and warrant that

you are not located or will use the Services or the App in any country to which export or re-export is prohibited under applicable law (such as a country subject to U.S. Government embargo) and that you are not listed on any U.S. Government, EU, UN or any other relevant government list of prohibited or restricted parties and will not export or resell the App or the Services to any such targeted person, or without any required export licenses and approvals. You also agree that you will not use the App or the Services for any purposes prohibited by law and in no event will be used for the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.

We may assign all or part of our rights and obligations under this Agreement to any company or companies’ part of the ASSA ABLOY group. You may not assign this Agreement without our prior written approval.

If you have questions regarding the App or the Services or this Agreement or wish to report an error in the App or the Services, you should contact the person or entity from whom you or your employer/contractor/other organisation that you represent purchased the CLIQ system and the License and Right to use the App and/or the Services.