POSTSHARP LICENSE AND SUPPORT SERVICES AGREEMENT

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Version: April 11, 2025.

Applies to PostSharp 2025.1 and later, Metalama 2025.1 and later.

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN LICENSOR AND LICENSEE. THE SOFTWARE IS LICENSED UNDER THE TERMS AND CONDITIONS OF THIS LICENSE AND SUPPORT SERVICES AGREEMENT (HEREINAFTER ‘AGREEMENT’).

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT INSTALL OR USE THE SOFTWARE AND YOU MAY NOT CONTACT THE LICENSOR FOR SUPPORT SERVICES IN RELATION TO SOFTWARE.

BY ATTEMPTING TO SET UP, INSTALL, COPY OR SAVE THE SOFTWARE ON YOUR COMPUTER, OR OTHERWISE USE THIS SOFTWARE, OR BY CLICKING ON THE RESPECTIVE ICON ACCEPTING THE AGREEMENT, AS THE CASE MAY BE, YOU, OR THE ENTITY YOU ARE REPRESENTING, AS THE CASE MAY BE, ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TERMS AND CONDITIONS

1. PARTIES

1.1. ‘Licensor’ means SharpCrafters s.r.o. with its registered office at Prague 5, nám. 11. října 1307/2, Postal Code 150 00, the Czech Republic, ID 28953690, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 155506. Licensor is doing business under the trade names of ‘PostSharp’ or ‘PostSharp Technologies’.

1.2. ‘Licensee’ means the legal entity or individual specified as Customer in the respective SharpCrafters Quote or Entitlement Page, as defined below. For editions of the Software that are available at no cost and used without an explicit Quote, Licensee means the legal entity or the individual using the free Software edition.

2. DEFINITIONS

2.1. As used in this Agreement, the capitalized terms shall have the following meanings:

• ‘Quote’ means a written or electronically generated quotation issued by Licensor to Licensee, either directly or through Licensor’s website. A Quote may be accepted by Licensee or Licensor-authorized Reseller’s issuance of a Purchase Order expressly referencing the Quote. Licensee may also place an order for Software through completion of an online order using the SharpCrafters website, in which case the Quote refers to the automatically generated quotation displayed before payment is requested. The Quote includes information on the Software product, Software product edition, the type of granted License, the License term, the restrictions and quantitative limitations of the license, and applicable Support Services. A Quote is not required for editions of the Software that are available at no cost.

• ‘Software’ means the software program known as PostSharp or Metalama, in the respective edition i.e. PostSharp Caching, PostSharp Ultimate, PostSharp Threading, PostSharp Diagnostics, PostSharp XAML, PostSharp Framework, PostSharp Essentials, Metalama Community, Metalama Professional or any other editions of the software program and respective build dates specified in the Quote or described on Licensor’s Entitlement Site. Software includes any copies, Software Builds, Software Versions, Source Code and other derivative works of the foregoing provided by Licensor, as well as the Documentation. Software also means any third-party software programs owned and licensed by parties other than the Licensor and that are either integrated with or made part of the Licensor Software (collectively, ‘Third Party Software’). The general specification of each of the then current editions of the Software is contained on the websites https://doc.postsharp.net/ and https://doc.metalama.net/. Software excludes: (i) any examples and samples, and (ii) any other open-source work even if Licensor has contributed to these works.

  Software is made of several components that are licensed under different conditions:

  1. ‘Packages’ are the parts of Software that are necessary to compile or execute Licensee Works.
  2. ‘Editor Tooling’ are the parts of Software that integrate with the code editor (IDE) to enhance developers’ productivity but are not necessary to compile source code into executables.

• ‘Software Version’ refers to a formal release of the Software that contains significant modifications to its code or functionality compared to preceding versions. Software versions are identified by a version number that includes two groups of digits (e.g. 2025.1, 2025.2, …).

• ‘Software Build’ refers to a specific compiled instance of the Software Version during development or maintenance. Software Builds are identified by a build number that includes three groups of digits (e.g. 2025.1.20, 2025.1.21). All Software Builds have a Build Date, which is the date of the last change in the source code used for that build. In the scope of this Agreement, Software Builds also include the Source Code for the compiled instances.

• ‘Servicing Phase’ refers to a stage in the Software Version's support lifecycle, determining how Software Builds are published and maintained. The specific phases, including Preview, Stable, Extended Support, and Long-Term Support (LTS), are detailed at https://www.postsharp.net/support/policies. The Servicing Phases applicable to the Licensee's subscription are specified on the Entitlement Page and define the availability of Software Builds to the Licensee.

• ‘Authorized User’ means any employee, independent and/or non-independent contractor, and other temporary worker contracted by the Licensee by a written contract authorized by the Licensee to use the Software while performing duties within the scope of his/her employment or assignment.

• ‘Device’ means a computer device used by an Authorized User for running the Software.

• ‘Documentation’ means the online user guides and reference documentation for the Software, as updated from time to time, and accessible via https://doc.postsharp.net/ and https://doc.metalama.net/.

• ‘Confidential Information’ means any and all data and information of a confidential nature in any form, electronic data, especially (but not exclusively), including business and/or commercial information, production, organizational, business development, price information, business strategy and/or technical information, know-how and trade secrets relating to the business and other intellectual property rights, data, documents, personal data of any person. Confidential Information of Licensor includes the License Key, the Software including any Software Version and Software Build provided under this Agreement. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Data and information shall be considered to be Confidential Information especially, (i) if one party has advised the other of such confidential nature, or (ii) if, due to such character or nature, a reasonable person in a like position and under like circumstances as the Licensor or the Licensee would treat such as secret and confidential, whether or not marked with “Confidential” or similar designation.

• ‘Entitlement’ means the information on Licensor webpage on the SharpCrafters Customer Portal showing customer’s Software and Support Services entitlements, available at: https://www.postsharp.net/subscriptions, or successor URL (the Licensor “Entitlement Page”). The Licensor will update the Entitlements upon fulfillment of the order to reflect the corresponding Quote. The Entitlement Page does not exist for editions of the Software that are available at no cost.

• ‘Support Services’ means the services specified in Section 7 of this Agreement.

• ‘License’ means the license granted hereunder by the Licensor to the Licensee in the extent and subject to the terms and conditions hereof.

• ‘Ordered License Type’ means either the Community License or the Evaluation License, as defined in section 5, or the type of license specified in the Entitlement Page.

• ‘Subscription’ means (a) a License to use any Software Build of specific Servicing Phases released during a specific period (the ‘Subscription Period’) under the terms of the Ordered License Type, (b) a license to use Support Services during the Subscription Period and (c) optionally, a license to use the Source Code as described in section 9. The duration of the Subscription Period is specified in the Entitlement Page.

• ‘License Key’ means a unique key-code issued by Licensor that enables Authorized Users to use the Software. Only the Licensor and/or its representatives are entitled to produce License Keys for the Software.

• ‘License Server’ means a software program provided by the Licensor that is managing the distribution of the License Key by the Licensor to Authorized Users within the Licensee to control which Authorized Users are authorized to use the Software at the relevant moment.

• ‘Price List’ means a document specified in Section 8.1 of this Agreement.

• ‘Support Case’ means any unique and indivisible problem experienced by the Licensee in the use of the Software and for which Support Services are requested.

• ‘Supported Platform’ means any platform on which a specific Software Version is designed to run according to Documentation.

• ‘Licensee Works’ means any work in the meaning of the Act. No. 121/2000 Coll., on Copyright and Rights Related to Copyright and on Amendment to Certain Acts (hereinafter the ‘Copyright Act’) or other work outside the Copyright Act which is created by the Licensee’s workers (Authorized Users) using the Software provided by the Licensor for the Licensee, but excludes the Software.

• ‘Build Server’ means a central computer device that runs the Software in an unattended manner and uses the Software to build source code that Authorized Users have produced under the conditions of this Agreement.

• ‘Source Code’ means, in relation to a Software Build, the collection of files needed to convert from human-readable form to some computer-executable form.

• ‘Source Repository’ means a digital file system designated for the storage, versioning, and distribution of the Source Code.

• ‘Contributor License Agreement’ (CLA) means any agreement between the Licensor and a third-party contributor granting the Licensor rights to distribute and sublicense the contributor’s code as part of the Software

3. SUBJECT MATTER

3.1. The subject matter of this Agreement is the terms and conditions under which the Licensor grants to the Licensee the Ordered License Type, provides certain Support Services to the Licensee and the Licensee pays consideration to the Licensor for the Licenses and Support Services.

3.2. The Software, and Software Updates are owned by, or licensed to, the Licensor. Where portions of the Software are contributed by third parties under a Contributor License Agreement, Licensor has obtained from such contributors all necessary rights to distribute and license those portions of the Software. The title to and all applicable rights in patents, copyrights, and trade secrets in the Software will remain the sole and exclusive property of the Licensor or third parties from whom the Licensor has obtained rights to License the Software. The Licensee is entitled to use the Software exclusively under the conditions of this Agreement and the Ordered License Type.

4. GRANT OF LICENCE

4.1. Subject to the terms, conditions, and limitations set forth in this Agreement, the Licensor hereby grants to the Licensee a limited, non-exclusive, non-transferable, worldwide License to use the Software. The License granted hereunder shall be solely the specific Ordered License Type, for the Software and Servicing Phases specified in the Entitlement Page, and shall be granted for the period specified therein.

4.2. The Licensee may use the Software solely (i) for the purposes for which the Software is determined by its functionality (ii) in accordance with the restrictions of the Ordered License Type, and (iii) in accordance with this Agreement. The Licensee may not use the Software for a purpose or in a manner for which the Software was not designed or licensed to Licensee.

4.3. Without limitations, the following uses of the Software are expressly forbidden to cause or permit (i) disclosure, display, access, or use of the Software by anyone other than an Authorized User and (ii) the loan, lending, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise), sublicensing, rental, or other dissemination or use of the Software, in whole or in part, to or for any third party. Furthermore, Licensee is not entitled to provide access to the Software to any third party (except Authorized Users). Except in the cases described in section 9.3, the Licensee may not otherwise modify, alter, adapt, or merge the Software. The obligations set forth in this clause shall survive any termination of this Agreement.

4.4. If the Licensee or any of the Authorized Users breaches or threatens to breach any obligation of this Agreement, the Licensor will have the right, in addition to such other remedies that may be available to it, to seek legal defense forbidding such acts or attempts, the Licensee acknowledging and agreeing that monetary damages are inadequate to protect the Licensor.

4.5. The Licensor reserves all rights in the Software not explicitly granted herein. For the avoidance of any doubts, the Licensor is entitled to use the Software without any limitations regardless of the granted License.

4.6. Any direct or indirect use of any part of the Software by other persons than Authorized Users, including the use of parts of the Software in programs used by other persons than Authorized Users, is prohibited. The provision of Section 6 of this Agreement shall not be affected.

4.7. Unless specified otherwise in section 5, the license shall be perpetual for any Software Build published within the validity period of the Source Code Subscription.

4.8. The license allows Licensee to use the Software on an unlimited number of Build Servers.

5. TYPES OF LICENSES AND DELIVERY

5.1. The Licensee may purchase various licenses. This Agreement applies to any and all licenses to Software that the Licensee purchases. The type of license that the Licensee purchases shall be specified in the Entitlement Page and is one of the types listed below.

5.2. ‘Business License’ shall mean a license based on a limitation on the number of daily unique Authorized Users. The Business License is ruled by the following principles:

1. The access to (provision of) the Software will be provided/restricted to the number of Authorized Users specified in the Entitlement Page. The Licensee shall have the right to change Authorized Users, provided that no individual Authorized User may be changed more than once every calendar day. The Software may be installed concurrently on two Devices of the particular Authorized User.

2. The number of Authorized Users shall not exceed the entitlements specified in the Entitlement Page. Licensor will send Licensee a notice in the event they have exceeded the number of Authorized Users and will be notified in writing that it must purchase additional Authorized Users. In the event License continues to exceed the number of Authorized Users, and does not purchase a license for additional Authorized Users within 30 days of Licensor’s written notice, Licensor may thereafter suspend or terminate Licensee’s license, without liability to Licensee.

5.3. ‘Personal License’ shall mean a license designed for an individual and is based on the following principles. The access to the Software will be restricted to the specific individual to whom the license has been validly granted under this Agreement. In no event may the Software be used by anybody else than the respective individual. The Personal License shall be a worldwide license, provided that all the aforesaid limitations must be complied with for the entire term of the license.

5.4. ‘Global License’ shall mean a license designed for legal entities and is based on the following principles. The access to the Software will be provided to (i) unlimited number of Authorized Users of the Licensee, including its branches, or (ii) unlimited number of Authorized Users of the Licensee, and within its subsidiary companies in which the Licensee holds the 50% or more of equity or voting rights, as explicitly specified in the Entitlement Page. The specific scope of the particular Global License shall be specified in the Entitlement Page. The Global License shall be a worldwide license, provided that all the aforesaid limitations must be complied with for the entire term of the license. The Global License shall be non-transferable.

5.5. ‘Community License’ shall mean a license reserved for the following categories of persons and use scenarios:

(a) Individuals can use Software under the Community License in all use scenarios, except when performing work for an organization under an employment relationship.

(b) Organizations of any size may allow an unlimited number of users to use the Software under the Community License for the following purposes:

• contributing to open-source projects;
• classroom learning in an educational setting;
• academic research;
• creating educational materials, even if such materials are sold for a fee;
• demonstrating the product (e.g., for presentations or exhibitions).

(c) For any other use, organizations may permit up to three (3) Authorized Users under the Community License. The following conditions apply:

• The Licensee may reassign Authorized Users, but no individual Authorized User may be changed more than once per calendar day.
• Each Authorized User may install the Software concurrently on up to two (2) Devices.
• The Licensee is responsible for monitoring and ensuring that the total number of Authorized Users does not exceed three (3) at any time.

5.6. ‘Evaluation License’ shall mean, in relation to any of the licenses granted under this Agreement, license designed for evaluation purposes only and is based on the following principles. The Licensee is granted the right to use the Software for evaluation or demonstration purposes for a limited period of time specified in the Entitlement Page. The access to the Software will be provided as specified in relation to each specific license hereunder, provided that the Software is used solely for internal evaluation for the sole purpose of determining whether the Software meets the Licensee’s requirements and whether the Licensee desires to continue using the Software. The Evaluation License does not allow for general commercial use of the product by the Licensee, such as development of production software. The Evaluation License shall be non-transferable.

5.7. ʻAutomatic License Auditingʼ. Unless specified otherwise in the Entitlement Page, the Software under any License except the Global License is allowed to periodically transmit usage information to Licensor. Automatic License Auditing is based on the following principles:

1. Licensor collects the following pieces of information during Licensee’s use of the Software: (i) the License Key, (ii) a non-personally identifiable identifier of the Device, (iii) a non-personally identifiable identifier of the Authorized User running the Software, (iv) the respective edition and build date of the Software being executed, (v) the date when the Software has been used. Additionally, when the Community License is used, the following pieces of information are collected: (vi) the usage scenario declared by the user and (vii) the IP address of the device. The Licensee acknowledges this provision and gives explicit consent to the automatic license auditing. Upon use of the Software, automatic license auditing from Authorized Users will occur, and Licensee acknowledges the same on behalf of itself and its Authorized Users. Licensee will be responsible for obtaining the consent of Authorized Users if legally required.
2. Except as provided in section 5.2b, the auditing process does not affect the Licensee`s right and possibility to use the Software even in case of technical failure of the license auditing process, including lack of network connectivity. However, Licensee guarantees that the Devices will be allowed to connect to the Licensor’s servers at least every 7^th day when the Software is used.

5.8. Delivery. Delivery of the Software will occur by means of electronic download by the Licensee from a website specified by the Licensor. The Licensee shall be solely responsible for the installation of the Software on its Devices. The Licensee shall be solely responsible for procuring and proper operation of the Supported Platform.

6. DISTRIBUTION

6.1 Licensor hereby grants to any third party a royalty-free, perpetual, non-exclusive, non-transferable, and worldwide license (the "Redistribution License") to redistribute the Software, and to use such redistributed Software solely for the purpose of executing the Licensee Works.

6.2 This Redistribution License specifically does not grant any rights to use the Software for purposes other than executing Licensee Works. This includes, but is not limited to, using the Software to develop, edit, or compile source code that is not part of the Licensee Works, unless the conditions in Section 6.3 are met. Such other activities remain strictly subject to the terms and conditions governing the License granted directly to Licensee under this Agreement.

6.3 Certain Packages within a specific Software Build may be released under an open-source license. In such cases, the terms of that specific open-source license will govern the use and redistribution of those particular Packages and will supersede the terms of this Section 6 with respect to those components and specific Software Build. The licensing terms for each component are typically specified in the relevant LICENSE.md file within the Software distribution or Source Repository, as applicable.

6.4 If the Licensee has a current and valid Source Code Subscription as outlined in Section 9, the Redistribution License granted in Section 6.1 also extends to Software that has been modified by the Licensee in accordance with the terms of Section 9. In such cases, the third party's use of the redistributed, modified Software remains solely for the purpose of executing the Licensee Works that incorporate these modifications. The Licensee is responsible for ensuring that any redistribution of modified Software complies with the obligations and limitations set forth in Section 9, particularly Section 9.4.

7. SUPPORT SERVICES

7.1. Licensor shall provide Support Services specified on the SharpCrafters website at https://www.postsharp.net/support/policies for the Subscription Period. The Support Services to be provided hereunder shall be solely the type of the Support Services specified in the Quote and respective Entitlement Page. The Support Services provided hereunder may be used by the Licensee solely for the Software delivered under this Agreement and for no other software.

8. FEES AND PAYMENTS

8.1. The Licensee shall pay the Licensor, as consideration for the License and Support Services granted hereunder, the license fees in accordance with the then current Price List of the Licensor applicable to the respective type of the purchased license, or in a Quote provided by Licensor. The Licensee shall pay to the Licensor, as consideration for the Support Services granted hereunder, the fees in accordance with the then current Price List of the Licensor applicable to the respective type of the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Software and Support Services only following the payment of the respective license fees, and the Licensee will receive from the Licensor or the authorized reseller the specific License Key, enabling the Licensee to use the Software, upon payment of the applicable license fee. The then-current Price List is located on the Licensor’s website at https://www.postsharp.net/pricing or will be provided to the Licensee otherwise, as the case may be.

8.2. The Price List shall constitute an integral part of this Agreement. The Licensor reserves the right to change, modify, and amend the Price List at any time at its sole discretion, which amendments shall become effective as of the date of the Subscription renewal.

8.3. For each payment due to the Licensor under this Agreement, an invoice shall be issued in accordance with the applicable tax regulations. The invoice shall be payable within thirty (30) days after the day of its issuance. If the Customer purchased through a Reseller, then Customer payment terms are between Customer and Reseller; and Licensor shall make the Software available to Customer after Customer receives a purchase order from Reseller.

8.4. Should the Licensee fail to pay the fee within the above-stated period, the Licensee shall after the due date be obliged to pay to the Licensor daily interest at the maximum rate allowable by law and/or the Licensor may terminate this Agreement with immediate effect by written notice delivered to the Licensee. The Licensee will reimburse the Licensor for any reasonable legal fees and other costs and expenses incurred by the Licensor in collecting past due amounts.

8.5. The prices on the Price List do not include VAT or similar taxes. Any such taxes will be added to the price.

8.6. All payments to be made by the Licensee to the Licensor under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Licensee is required by law to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Licensee in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making the required deduction or withholding, the Licensor (or the authorized reseller, as the case may be) receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

8.7. The price of a new Subscription may be higher than the renewal price of a Subscription.

The Licensee can renew their Subscription from three months before until three months after its end date. After this period, renewal pricing is no longer available, and a new Subscription must be purchased at the full price.

If the renewal payment is made before the previous Subscription end date, the new Subscription period will begin immediately after the current one expires. If the renewal payment is made after the previous period has expired, the new period will be retroactive to the original Subscription end date, irrespective of when the renewal order is placed or paid.

9. SOURCE CODE LICENSE

9.1. According to the level of Support Services purchased by the Licensee, the Source Code of Packages may be made available to the Licensee via a restricted account in one or many Source Repositories. The number of user accounts from which the Source Repositories are made available is defined in the Entitlement Page.

Each Source Repository contains a file LICENSE.md specifying the license under which the corresponding portion of the Source Code is released. The application license may vary according to the Servicing Phase of each Software Build.

Unless LICENSE.md specifies that the Source Code in a given Source Repository is released under an OSI-approved open-source license, use of the source code is bound by the terms and conditions set forth in this Section 9.

9.2. Licensee is being granted the limited, non-exclusive, and non-transferable license to use the source code solely for:

(i) troubleshooting problems arising with the normal use of the Software;

(ii) performing a security audit of the Software;

(iii) modifying the Source Code to fix defects, add minor features, update dependencies, or add support for new platforms;

(iv) compiling the Source Code into executable files.

Any modifications intended to circumvent or bypass the license enforcement system are strictly prohibited, except in the event that the Licensor files for bankruptcy, enters liquidation, or ceases maintaining the Software for a period of 18 months without transferring maintenance responsibilities to a successor entity or making alternative maintenance arrangements. In such a case, the Licensee may modify the Source Code as necessary to continue maintaining and using the Software.

9.3. The rights granted in Section 9.2 are perpetual for any Software Build (i.e. any commit in the Source Repository for this Software Build) created within the validity period of the Source Code Subscription. However, once the Source Code Subscription expires, Licensee can no longer retrieve updates or pull changes from the Source Repository.

Any binaries compiled from the modified Source Code shall be subject to the same redistribution rights as those compiled from the original Source Code, as specified in Section 6.

9.4. It is expressly agreed that the Source Code may in no event be used by the Licensee, neither in any other way, nor for any other purpose than specified in Sections 9.2 and 9.3 respectively, as the case may be. In particular, the following limitations shall apply:

(a) Licensor retains all right, title, and interest in any corrections or modifications of the Source Code that the Licensee creates, but only to the extent those corrections or modifications contain copyrightable code or expression derived from the Source Code. To the extent that the Licensee may hold any intellectual property rights in such derived modifications, the Licensee hereby grants and/or assigns those rights to the Licensor. This provision does not apply to any material that is entirely original to the Licensee and does not embed, incorporate, or rely on the Source Code.

(b) The Licensee agrees to indemnify, defend, and hold the Licensor harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or related to:

1. The Licensee’s modifications of the Source Code.
2. The distribution or deployment of modified versions of the Software by the Licensee.
3. Any third-party claims related to the Licensee’s use or modification of the Source Code.

(c) The Licensor makes no commitment to provide updates, maintenance, or support for modified versions of the Source Code. Any support requests related to modified versions shall be handled at the Licensor’s sole discretion and may be subject to additional fees.

(d) All modified Source Code must be kept in their original namespace and with their original copyright and licensing notices.

(e) The Licensee shall not make modified copies of the Source Code available outside its organization, except to contractors who are remunerated by the Licensee and are engaged in work directly related to the Licensee’s authorized use of the Software. The Licensee shall ensure that such contractors:

1. Are bound by confidentiality and non-disclosure obligations at least as restrictive as those imposed on the Licensee under this Agreement.
2. Use the Source Code solely for the purposes authorized under this Agreement and do not retain or use it beyond the scope of their engagement with the Licensee.
3. Do not distribute, sublicense, or otherwise make the Source Code available to third parties.
4. Destroy or return all copies of the Source Code upon completion of their work.

9.5. Licensee acknowledges that certain portions of the Source Code may be owned by third-party contributors. Any modifications to such third-party portions remain subject to the contributor’s rights as set forth in the Contributor License Agreement or other relevant license notices included with the Source Code.

9.6. Access to the Source Code, whether initially or on an ongoing basis, is expressly conditional upon the Licensee’s execution of a separate Non-Disclosure and Non-Competing Agreement (NDA/NCA) in the form attached as Appendix 1. If the Licensee fails or refuses to sign the NDA/NCA, the Licensor shall have no obligation to provide or continue providing the Source Code (or any updates thereto) under this Agreement.

10. INFRINGEMENT OF RIGHTS OF THIRD PARTIES

10.1. In the event that the Software is held or believed by the Licensor to infringe third party copyright or patent rights, or the Licensee's use of the Software is enjoined, the Licensor will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing; (ii) obtain for the Licensee a license to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to the Licensee, or (iv) if none of the foregoing remedies is commercially feasible, in Licensor’s sole but reasonable determination, terminate the License for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the date of purchase of such infringing Software.

10.2. The Licensor will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by the Licensor; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by the Licensor or under the Licensor's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software made available by the Licensor, or (iii) the combination, operation, or (iv) use of any Software furnished under this Agreement with programs or data not furnished by the Licensor if such infringement would have been avoided by the use of the Software without such programs or data.

10.3. The Software may include functionality that enables reconstructing source code from the original binary code of third-party programs, and modifying binary code of Third Party Software. Licensee acknowledges that binary code and source code of Third Party Software might be protected by copyright and trademark rights. Before using the Software against Third Party Software, Licensee should make sure that decompilation or modification of binary code is not prohibited by the applicable License Agreement (except to the extent that Licensee may be expressly permitted under applicable law) or that Licensee has obtained permission to decompile or modify the binary code from the copyright owner. Licensor disclaims any liability for Licensee’s use of the Software against Third Party Software in violation of applicable laws.

10.4. This Section states the Licensor's entire liability for copyright and patent infringement.

10.5. The Licensee shall indemnify the Licensor for damages, costs, and loss of any kind (including expenses and attorney’s fees) resulting from its breach of its obligation under Section 10.3 of this Agreement.

11. NO WARRANTY

11.1. THE SOFTWARE IS PROVIDED TO THE LICENSEE ‘AS IS’ AND WITHOUT ANY WARRANTIES. THE LICENSOR MAKES NO WARRANTY AS TO THE USE OR PERFORMANCE OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER 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 SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

11.2. The Software is not intended for use in the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control machines or other activities in which the failure of the Software to attain a desired result could lead to death, personal injury, or severe physical or environmental damage.

11.3. The Licensor shall not be liable in any manner whatsoever for the results obtained through the use of the Software and Support Services. Persons using the Software are responsible for the supervision, management and control of the Software. This responsibility includes, but is not limited to, the determination of appropriate uses for the Software and the selection of the Software and other programs to achieve intended results. Persons using the Software are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the Software.

12. LIMITATION OF LIABILITY

12.1. The Licensor's entire liability for all claims or damages arising out of or related to this Agreement shall be limited to and shall not exceed, in the aggregate for all claims, actions and causes of action of every kind and nature; the amount paid to the Licensor under this Agreement for the 24 calendar months preceding the claim or damage. The parties hereby expressly agree that the amount referenced in the immediately preceding sentence represents the amount of foreseeable damages. The copyright and patent infringement claims are covered solely by Section 10. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY THE LICENSOR INCLUDE, NOR WILL LICENSOR BE LIABLE FOR, ANY AMOUNTS FOR LOSS OF INCOME, LOSS OF DATA, LOSS OF PROFIT OR SAVINGS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND ALL SUCH DAMAGES ARE EXPRESSLY DISCLAIMED_._

13. NON-DISCLOSURE OBLIGATIONS

13.1. During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party.

13.2. The obligations set out in Section 13.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order.

13.3. Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non-disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 10 hereof.

14. TERMINATION

14.1. If either party materially defaults in the performance of any of its duties or obligations under this Agreement and fails to proceed within fifteen (15) days after written notice thereof to commence curing the default and thereafter to proceed with reasonable diligence to substantially cure the default, the other party may, by giving written notice thereof, terminate this Agreement effective immediately. However, this provision does not apply to a default in payments to the Licensor by the Licensee (no cure period is provided for such a breach, and the Licensor may terminate this Agreement effective immediately).

14.2. Except as may be prohibited by Czech bankruptcy laws, in the event of either party's insolvency or inability to pay debts as they become due, voluntary or involuntary bankruptcy proceedings by or against a party hereto, or appointment of a receiver or assignee for the benefit of creditors, the other party may terminate this Agreement by written notice.

14.3. All rights granted will cease upon any termination of this Agreement

14.4. If the Licensor files for bankruptcy, enters liquidation, or ceases to maintain the Software for a period of 18 months without transferring maintenance responsibilities to a successor entity or making alternative maintenance arrangements, and the Licensee has an active Source Code Subscription at the time of such an event, the license granted under this Agreement shall automatically convert into a Global License.

15. MARKETING

15.1. Unless agreed otherwise, the Licensee agrees to be identified as a customer of the Licensor and that the Licensor may refer to the Licensee by name, trade name, and trademark, if applicable, and may briefly describe the Licensee's business in the Licensor's marketing materials, on the Licensor's website, in public or legal documents. The Licensee hereby grants to the Licensor a license to use the Licensee's name and any of the Licensee's trade names and trademarks solely pursuant to this Marketing Section. This right shall become effective 30 days after the Licensee first enters this Agreement, unless the Licensee opts out as described in Section 15.2.

15.2. The Licensee may opt out of the Licensor’s use of its name, trade name, and logo for marketing purposes at any time by providing written notice to the Licensor. Such notice shall take effect within 30 days from receipt by the Licensor and shall not apply retroactively to previously published materials.

16. NOTICES

16.1. All notices required by or relating to this Agreement will be in writing and will be sent by mail to the Licensor at the address set forth on the first page of this Agreement; to the Licensee by mail or in electronic form to the address set forth in the Entitlement Page; or to such other address as either party may specify by written notice to the other.

17. GENERAL

17.1. The Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

17.2. The Licensee shall notify Licensor in writing, without undue delay, of any changes in the data contained in this Agreement or any other arrangement between the Licensor and the Licensee, or any changes affecting the Licensee’s identity or legal status, or any significant facts and changes that relate to or might have a substantial impact upon its transactions or business relationship with the Licensor or the Licensee’s ability to fulfil its obligations towards the Licensor or of which the Licensor could reasonably be expected to want to be informed, and shall submit documents evidencing such changes and other information as the Licensor may reasonably request. Any change shall become effective against and binding on the Licensor on the business day following receipt of such notification, notwithstanding any information contained in any public register. The Licensee is responsible for any loss or damage incurred by the Licensor or the Licensee arising out of the failure of the Licensee to duly and promptly notify the Licensor of such changes.

17.3. Except for the Global License pursuant to this Agreement, and except when neither Automatic License Audit nor License Server is used, the Licensee will at all times maintain records specifically identifying the Software licensed under this Agreement, the location of each copy thereof, and the location and identity of the workstations and servers (Devices) on which the Software is installed. The Licensor may, during regular business hours and upon reasonable advance notice, conduct an audit to determine the Licensee’s compliance with the terms and conditions of this Agreement. The Licensee will permit the Licensor or its authorized agents to access the Licensee’s facilities, workstations and servers, and otherwise cooperate fully with the Licensor in any such investigation and will take all commercially reasonable actions to assist the Licensor in accurately determining the Licensee’s compliance with the terms and conditions of this Agreement.

17.4. Neither party will be liable for any delay in or failure to perform any of its non-monetary obligations under this Agreement if due to any cause or condition beyond their reasonable control, whether foreseeable or not.

17.5. This Agreement, the relevant Quote, the Entitlement Page, the then current Price List and the then current Specifications of the Software, and possibly also other arrangements related to the Software agreed between the parties in writing, as the case may be, constitute the entire agreement between the parties concerning the Software. Any reference to Licensee’s terms and conditions or any other general terms and conditions included in Licensee’s order or in any other communication shall in no event apply to the contractual relationship between the parties hereto and shall have no legal effect.

17.6. The Software includes functionality that when utilized by Licensee may enable temporary access to sensitive data such as passwords or credit card numbers in diagnostic logs and audit servers (“Diagnostic Data”). Licensee does not monitor the content processed by the Software and Licensor is responsible for properly configuring the Software to manage Diagnostic Data and obtaining any required consents to provide access to the Diagnostic Data and disclaims any liability for Licensee’s use of the Software in violation of applicable security and privacy laws.

17.7. Nothing in this Agreement shall create a partnership or a corporation between the parties, nor deem either party the agent of the other party for any purpose.

17.8. If any provision of this Agreement is or becomes invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement. The parties are committed to cooperate on replacing the invalid or unenforceable provision with a valid and enforceable one which will achieve the same economic result (to the maximum extent legally possible) as the provision which is or has become invalid or unenforceable.

17.9. If the wording or sense of any provision of this Agreement implies that the obligation(s) stipulated therein shall last after the termination of the Agreement, the parties are obliged to comply with such obligation(s) after the termination of the Agreement. In particular, the parties are obliged to protect the Confidential Information and its confidential character even after the termination of the Agreement.

17.10. For the avoidance of doubt the parties explicitly confirm they are business entities and enter in the Agreement as businesses and therefore neither the provisions of S. 1693 of the Civil Code (disproportionate shortening) nor S. 1696 of the Civil Code (usury) shall be applied hereto.

17.11. This Agreement is governed by and shall be construed in accordance with the laws of the Czech Republic without regard to the conflict of law principles thereof. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by the courts of the Czech Republic. In accordance with Section 89a of Act No. 99/1963 Coll., the Czech Civil Procedure Code, the parties hereby agree that the competent court shall be the general court nearest to where the Licensor is registered, e.g. the Prague Commerce Tribunal

Appendix 1: NON-DISCLOSURE AND NON-COMPETING AGREEMENT

Effective Date: ______ (the “Effective Date”)

This Non-Disclosure and Non-Competing Agreement (“NDA/NCA”) is entered into by and between:

1. SharpCrafters s.r.o., doing business as “PostSharp” or “PostSharp Technologies,” having its registered office at Prague 5, nám. 11. října 1307/2, Postal Code 150 00, the Czech Republic (hereinafter the “Licensor”); and
2. ______, a company or individual with a principal place of business at ______ (hereinafter the “Licensee”);

(each a “Party” and collectively the “Parties”).

WHEREAS, the Parties have entered into a License and Support Services Agreement (the “Master Agreement”), under which the Licensor grants the Licensee certain rights to use and access the Software (as defined in the Master Agreement) and, under specified conditions, grants the Licensee limited access to the Source Code of the Software;

WHEREAS, the Licensor wishes to protect its Confidential Information, including but not limited to Source Code and other proprietary data, from unauthorized disclosure, use, or competition-related conduct;

NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS

1.1. Confidential Information: Shall have the meaning assigned in the Master Agreement and shall, for purposes of this NDA/NCA, be supplemented to include explicitly include any and all Source Code the Licensor provides to the Licensee under this Agreement.

1.2. Source Code: The human-readable form of computer software that the Licensor provides to the Licensee pursuant to the Master Agreement, including modifications and derivative works thereof, as more fully defined in the Master Agreement.

2. NON-DISCLOSURE OBLIGATIONS

2.1. Use and Disclosure. The Licensee shall (i) use the Confidential Information and Source Code exclusively for the purposes authorized in the Master Agreement; and (ii) not disclose, publish, or disseminate the Confidential Information or Source Code to any third party other than permitted affiliates, agents, or contractors that have a need to know such information in connection with the Licensee’s authorized use, and who have executed written non-disclosure agreements no less restrictive than this NDA/NCA.

2.2. Standard of Care. The Licensee shall take all reasonable measures to prevent unauthorized use or disclosure of the Confidential Information and Source Code, at least as protective as the measures the Licensee uses to protect its own information of similar sensitivity, and in no event less than a reasonable standard of care.

2.3. Return or Destruction. Upon (i) the termination or expiration of the Master Agreement, or (ii) the Licensor’s request, the Licensee shall immediately cease any and all use of the Confidential Information and Source Code and shall promptly return or securely destroy all copies or embodiments of the Confidential Information and Source Code, except as otherwise required to be retained by law. Licensee shall certify its compliance with the foregoing obligation upon the Licensor’s request.

2.4. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this NDA/NCA; (b) was lawfully known to the Licensee without an obligation to keep it confidential; or (c) is independently developed by the Licensee without reference to, reliance upon, or use of the Confidential Information.

3. NON-COMPETITION

3.1. Non-Competition. The Licensee shall not use the Confidential Information and/or Source Code to create or assist in the creation of a competing product or service that is substantially similar to or otherwise competes with the Licensor’s Software.

4. TERM AND TERMINATION

4.1. Term. This NDA/NCA becomes effective as of the Effective Date and shall remain in effect for as long as the Master Agreement is in effect, plus any additional periods specified herein or mandated by law.

4.2. Survival. The obligations of non-disclosure (Section 2) shall survive the termination or expiration of this NDA/NCA for so long as the Confidential Information qualifies as a trade secret under applicable law, or for five (5) years from the date of such termination or expiration, whichever is longer.

5. REMEDIES

5.1. Injunctive Relief. The Licensee acknowledges that a breach of this NDA/NCA by the Licensee may cause the Licensor irreparable harm that cannot be fully remedied by monetary damages. Accordingly, the Licensor may seek injunctive relief in addition to any other remedies available at law or in equity.

6. MISCELLANEOUS

6.1. Entire Agreement. This NDA/NCA supplements the Master Agreement solely with respect to matters concerning the protection of Confidential Information, Source Code, and the restrictions in Section 3. It supersedes any prior oral or written understandings on these points.

6.2. Governing Law. This NDA/NCA shall be governed by, and construed in accordance with, the law specified in the Master Agreement.

6.3. Severability. If any provision of this NDA/NCA is held to be invalid or unenforceable, all other provisions will remain in full force and effect.

6.4. Counterparts. This NDA/NCA may be executed in counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties have caused this NDA/NCA to be executed by their duly authorized representatives as of the Effective Date.