END USER LICENSE AGREEMENT

DigitalCNC Ltd 

Version 2.0 | Effective June 2025 

This End User License Agreement (“EULA”) and the applicable Supplemental Terms (together, this “Agreement”)  are entered into between DigitalCNC Ltd, a company incorporated in England and Wales (company number  16453091) with its principal place of business at 11 Paradise Square, Sheffield, S1 2DE, United Kingdom  (“DigitalCNC”), and the customer that accepted this Agreement (“Customer”). This Agreement may be accepted  by manual signature, electronic signature, or through an electronic system specified by DigitalCNC. By clicking “I  Accept”, installing, or using the Products or Services, Customer indicates that it has read, understood, and  accepted these terms. If Customer does not accept this Agreement, Customer must return the Product(s) to  DigitalCNC prior to installation or use for a refund. 

  1. DEFINITIONS 
  • “Documentation” means user documentation provided by DigitalCNC for Software, Hardware, or Services,  in print, online, embedded as part of a help function, or in license files, technical specifications, and  instructions for use. 
  • “Hardware” means hardware equipment, devices, accessories, and parts delivered by DigitalCNC  hereunder, including firmware incorporated therein. 
  • “Maintenance Services” means Product maintenance, enhancement, and technical support services  provided by DigitalCNC as governed by the DigitalCNC Support & Maintenance Terms. • “Order” means an order form, statement of work, or similar ordering document that (i) incorporates the terms  of this Agreement and sets forth the Products and Services ordered by Customer and any associated fees  and (ii) has been agreed by manual or electronic signatures of both parties or through an electronic system  specified by DigitalCNC. 
  • “Products” means Software, Hardware, and Documentation. 
  • “Professional Services” means training, consulting, engineering, or other professional services provided  hereunder by or on behalf of DigitalCNC, typically pursuant to a statement of work. 
  • “Services” means Maintenance Services and Professional Services. 
  • “Software” means software licensed by DigitalCNC to Customer hereunder and made available for download  or otherwise delivered to Customer for installation, including updates, modifications, and all copies thereof.  Software includes associated APIs, scripts, toolkits, libraries, and reference or sample code. 
  • “DigitalCNC IP” means all patents, copyrights, trade secrets, and other intellectual property rights in or  related to Products or Services. 
  • “Supplemental Terms” means those separate terms and conditions that apply to Products or Services as  attached hereto, set forth or referenced in an Order, or otherwise agreed by the parties. 
  1. ORDERS 

2.1 Ordering Products or Services. The parties may enter into one or more Orders for Products or Services under  this Agreement. Each Order is binding on the parties and is governed by the terms of this EULA and all applicable  Supplemental Terms.

2.2 Delivery of Software. Delivery of Software occurs when DigitalCNC makes Software available to Customer via  electronic download from a website specified by DigitalCNC or via email. Physical shipment of media may be  provided at DigitalCNC’s option as an accommodation to Customer. 

2.3 Payment. Customer will pay the fees set forth in the applicable Order within 30 days of the invoice date unless  otherwise agreed by the parties. Unless specified otherwise in the applicable Order, fees related to Products and  Maintenance Services are invoiced in advance and Professional Services will be invoiced monthly as charges are  incurred. 

2.4 Tax. All amounts DigitalCNC invoices are exclusive of VAT, taxes, duties, and any other charges (“Tax”).  Customer will pay or refund DigitalCNC for any applicable Tax imposed by any government authority for  Customer’s use or receipt of Products or Services. If Customer is exempt from VAT or sales tax, it must provide a  valid, timely, and executed exemption certificate or other government-approved documentation. If Customer is  required by law to deduct or withhold Tax, Customer will increase the amount it pays to DigitalCNC so that  DigitalCNC still receives the amount originally invoiced. Customer will promptly provide all tax receipts confirming  it has paid Tax or withheld Tax. 

  1. SOFTWARE LICENSE AND PRODUCT MAINTENANCE SERVICES TERMS 

3.1 License Grant and Conditions 

(a) License Grant. DigitalCNC grants Customer a nonexclusive, nontransferable, limited license to install and use  Software and related Documentation for Customer’s internal business purposes for the time period specified in  the Order, and subject to the applicable Supplemental Terms. Software is provided in object code form only,  unless otherwise specified in this Agreement. Software is the trade secret of DigitalCNC and its licensors.  Customer may copy Software only as required to support the authorized use. Each copy must include all notices  and legends embedded in Software and affixed to its medium or container as received from DigitalCNC.  DigitalCNC and its licensors retain title to and ownership of Software and DigitalCNC IP. DigitalCNC reserves all  rights in Products and DigitalCNC IP not expressly granted herein. 

(b) License Compliance. DigitalCNC reserves the right to embed a reporting mechanism in Software to determine  unauthorized use of licenses. The mechanism does not transmit technical or business data that Customer  processes with Software. 

The Software is designed for on-premise installation and operation on Customer’s local systems. Each license is  machine-specific and tied to a single Named Machine (workstation or CNC controller) identified by hardware  characteristics. The license cannot be transferred between machines without DigitalCNC’s prior written consent  and may be subject to transfer fees. Software does not operate as a cloud-hosted or SaaS solution; all processing  and data storage occur on Customer’s premises. 

(c) Third-Party and Open Source Software. Products may contain third-party technology, including open source  software (“Third-Party Technology”). Third-Party Technology may be licensed by third parties under separate  terms (“Third-Party Terms”). Third-Party Terms are specified in the Documentation and control solely with respect  to Third-Party Technology. If Third-Party Terms require DigitalCNC to furnish Third-Party Technology in source  code form, DigitalCNC will provide it upon written request and payment of any shipping charges. 

3.2 Maintenance Services Terms 

Maintenance Services are governed by the DigitalCNC Support & Maintenance Terms found at  www.digitalcnc.ai/support-terms and are incorporated herein by reference.

3.3 Customer Responsibilities 

(a) Transfer and Remarketing of Software. Unless otherwise provided in this Agreement or required to be  permitted by applicable law, Customer will not cause or permit the transfer, loan, lease, publication, or use of  Software to or for the benefit of any third party without the prior written consent of DigitalCNC. 

(b) Reverse Engineering, Modification, Use of APIs. Customer will not reverse engineer, decompile, or otherwise  attempt to discover the source code of Software. Customer will use Software provided in source code form only to  modify or enhance Software for its authorized use. Customer will not otherwise modify, at, or merge Software.  Customer will not subject Software to any open-source software license that conflicts with this Agreement.  Customer will not use Software for the purpose of developing or enhancing any product that is competitive with  Software. Customer will only use APIs identified as published in the Documentation and only as described therein  to support the authorized use of Software. The restrictions set out in this Section do not apply to the extent they  conflict with mandatory applicable law. 

(c) Third-Party Hosting of Software; Indemnity. Customer may only engage a third party to host Software  (“Provider”) with DigitalCNC’s prior written consent. DigitalCNC may require a separate written agreement as a  condition to such consent. Software hosted by a Provider must remain under Customer’s sole control at all times,  unless management and operation of Software by the Provider is explicitly approved by DigitalCNC, in which case  Customer will ensure that the Provider manages and operates Software in conformance with this Agreement and  solely for Customer’s internal business purposes as permitted herein. If Customer or DigitalCNC become aware of  any actual or suspected unauthorized use or disclosure of Software or if DigitalCNC reasonably determines that  compliance with the applicable license agreement is not ensured, Customer shall immediately terminate  Provider’s access to Software. A breach of this Agreement caused by a Provider will constitute a breach by  Customer. Customer will indemnify and hold DigitalCNC and its affiliates harmless from all claims, damages,  fines, and costs (including attorney’s fees and expenses) arising in connection with Customer’s use of the  Provider’s services. Customer will notify DigitalCNC if the Provider or its relevant business comes under the  control of a third party, in which case DigitalCNC may withdraw its prior consent. 

(d) Security. Customer is responsible for the security of Customer’s systems and data, including Products on  Customer’s systems. Customer will take commercially reasonable steps to exclude malware, viruses, spyware,  and Trojans. 

(e) Third-Party Claims. Customer acknowledges that DigitalCNC does not control Customer’s processes or the  creation, validation, sale, or use of Customer’s products. DigitalCNC will not be liable for any claim or demand  made against Customer by any third party, except for DigitalCNC’s obligations to indemnify Customer against  infringement claims as expressly set forth herein. 

(f) Responsibility for Users. Customer is liable for a breach of this Agreement by any user of the Products or  Services. If a customer affiliate accesses or uses Products or Services, DigitalCNC may enforce its rights directly  against that affiliate. 

(g) Host Identifier. Customer will provide DigitalCNC with sufficient information, including the host identifier for  each workstation or server upon which the license management portion of Software will be installed, for  DigitalCNC to generate a license file enabling Software access per the scope of the licenses granted under each  Order. 

(h) Information Obligations; Audit. Customer will provide information or other materials that DigitalCNC reasonably  requests to verify Customer’s compliance with this Agreement. Audits of Customer’s usage of installed Software  may be conducted as self-audits by Customer using the inventory tools provided by DigitalCNC. If Customer is  unable or unwilling to use the tools in self-service, DigitalCNC or its authorized agents may access Customer’s  facilities to perform the audit.

  1. WARRANTIES AND DISCLAIMERS 

4.1 Defects. DigitalCNC warrants that, for a period of 90 days following the date Software is initially made  available to Customer under an Order, it will provide the material features and functions described in the  Documentation. The foregoing warranty excludes (i) Software provided at no charge, (ii) Software provided upon  re-mix, (iii) Software that is designated as retired or not generally supported as of the date of the Order, and (iv)  deliveries governed by the Maintenance Services terms. DigitalCNC’s entire liability and Customer’s exclusive  remedy for a breach of this warranty will be, at DigitalCNC’s option, to correct or work around errors, or replace  defective Software or refund license fees paid for defective Software returned by Customer. 

4.2 Disclaimer. DIGITALCNC MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED  WARRANTIES PROVIDED IN THIS AGREEMENT. REPRESENTATIONS ABOUT PRODUCTS,  FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL  INFORMATION, NOT A WARRANTY OR GUARANTEE. DIGITALCNC DISCLAIMS ALL OTHER  WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,  AND FITNESS FOR A PARTICULAR PURPOSE. DIGITALCNC DOES NOT WARRANT THAT THE  OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. 

  1. LIMITATION OF LIABILITY AND INDEMNIFICATION 

5.1 Limitation of Liability. THE ENTIRE, COLLECTIVE LIABILITY OF DIGITALCNC, DIGITALCNC’S  AFFILIATES, DIGITALCNC’S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND  DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF  THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO DIGITALCNC FOR THE SOFTWARE  LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATION  DOES NOT APPLY TO DIGITALCNC’S INDEMNITY OBLIGATION IN SECTION 5.2. IN NO EVENT WILL  DIGITALCNC, DIGITALCNC’S AFFILIATES, DIGITALCNC’S LICENSORS, OR THEIR REPRESENTATIVES  BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF  PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH  DAMAGES WERE FORESEEABLE. FOR PRODUCTS AND SERVICES PROVIDED AT NO CHARGE,  DIGITALCNC, DIGITALCNC’S AFFILIATES, DIGITALCNC’S LICENSORS, AND THEIR REPRESENTATIVES,  SHALL HAVE NO LIABILITY WHATSOEVER. CUSTOMER MAY NOT MAKE A CLAIM UNDER THIS  AGREEMENT MORE THAN TWO YEARS AFTER THE EVENT GIVING RISE TO THE CLAIM IS OR SHOULD  HAVE BEEN DISCOVERED BY CUSTOMER. 

5.2 Intellectual Property Infringement Indemnity 

(a) Infringement Claim Indemnity. DigitalCNC will indemnify and defend, at its expense, any action brought  against Customer to the extent that it is based on a claim that any Product infringes any copyright, any trade  secret, or a patent or trademark issued or registered in the United Kingdom, and will pay all damages finally  awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer  gives DigitalCNC (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance  related to the claim, and (iii) sole authority to defend or settle the claim. DigitalCNC will not admit liability or incur  obligations on Customer’s behalf without Customer’s prior written consent, which shall not be unreasonably  withheld. 

(b) Injunction. If a permanent injunction is obtained against Customer’s use of a Product, DigitalCNC will obtain for  Customer the right to continue using the Product or will replace or modify the Product to become non-infringing. If  such remedies are not reasonably available, DigitalCNC will refund the fees paid for the enjoined Product for the  remainder of the license term or amortized over 60 months from the initial delivery of Hardware or a perpetual  license, and accept the return of the Product. DigitalCNC may, in its sole discretion, provide the remedies  specified in this Section to mitigate infringement prior to the issuance of an injunction.

(c) Exclusions. Notwithstanding anything to the contrary herein, DigitalCNC will not have any liability or obligations  to Customer to the extent that an infringement claim arises out of (i) use of a prior version of the Product to the  extent that a current version is non-infringing, (ii) failure to use a correction, patch, or new version of the Product  offered by DigitalCNC that performs substantially the same functions, (iii) use of the Product in combination with  software, equipment, data, or products not provided by DigitalCNC, (iv) use of a Product provided at no charge,  (v) use of a Product that is designated as retired or not generally supported as of the date of the Order, (vi)  deliverables resulting from Professional Services, (vii) any adjustment, modification, or configuration of a Product  not made by DigitalCNC, or (viii) instructions, assistance, or specifications provided by Customer. 

(d) Sole and Exclusive Remedy. Section 5.2 sets forth the sole and exclusive liability of DigitalCNC to Customer  for infringement of third-party intellectual property rights. 

  1. TERMINATION 

6.1 Termination. Licenses for a limited term terminate upon expiration of the term. DigitalCNC may immediately  terminate this Agreement or any Product license granted or Services provided hereunder upon notice to  Customer (i) for reasonable cause, including, without limitation, Customer’s unauthorized installation or use of  DigitalCNC software, Customer filing or being filed in bankruptcy, Customer ceasing to do business, or any  breach of Sections 2.3, 3, 7, or 8 of this EULA, (ii) in order to comply with the law or requests of governmental  entities, or (iii) for any other breach that remains uncured after 30 days’ notice thereof. 

6.2 Effect of Termination. Upon termination of this Agreement, the licenses granted, and Services provided  hereunder automatically terminate. Upon termination of any license, Customer will immediately remove and  destroy all copies of Software, Documentation, and other DigitalCNC Confidential Information, and certify such  removal and destruction in writing to DigitalCNC. No refund or credit will be given as a result of termination under  Section 6. Termination of this Agreement or any Services or license granted hereunder will not relieve Customer  of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately  upon termination. Sections 2.3, 2.4, 4.2, 5.1, 6.2, 7, 8, 9.4, and 9.8 survive termination of this Agreement. 

  1. EXPORT CONTROL AND SANCTIONS COMPLIANCE 

7.1 General. Customer shall comply with all applicable sanctions, embargoes, and (re)-export control laws and  regulations, and, in any event, with those of the United Kingdom, the European Union, the United States of  America and any locally applicable jurisdiction (collectively “Export Regulations”). 

7.2 Checks for Products and Services. Prior to any transaction by Customer concerning Products (including  Hardware, Documentation and technology) delivered by DigitalCNC, or Services (including Professional Services,  maintenance and technical support) performed by DigitalCNC to a third party, Customer shall check and certify by  appropriate measures that (i) the Customer’s use, transfer, or distribution of such Products and Services, the  brokering of contracts or the provision of other economic resources in connection with Products and Services will  not be in violation of any Export Regulations, also taking into account any prohibitions to circumvent these (e.g.,  by undue diversion); (ii) the Products and Services are not intended or provided for prohibited or unauthorized  non-civilian purposes (e.g., armaments, nuclear technology, weapons, or any other usage in the field of defense  and military); and (iii) Customer has screened all direct and indirect parties involved in the receipt, use, transfer,  or distribution of the Products and Services against all applicable restricted party lists of the Export Regulations  concerning trading with entities, persons and organizations listed therein. 

7.3 Non-Acceptable Use of Software. Customer shall not, unless permitted by the Export Regulations or  respective governmental licenses or approvals, (i) download, install, access or use the Software from or in any 

location prohibited by or subject to comprehensive sanctions or subject to license requirements according to the  Export Regulations; (ii) grant access to, transfer, (re-)export (including any ‘deemed (re-)exports’), or otherwise  make available the Software to any entity, person, or organization identified on a restricted party list of the Export  Regulations, or owned or controlled by a listed party; (iii) use the Software for any purpose prohibited by the  Export Regulations (e.g., use in connection with armaments, nuclear technology or weapons); or (iv) facilitate any  of the aforementioned activities by any user. Customer shall provide all users with all information necessary to  ensure compliance with the Export Regulations. 

7.4 No (Re-)Export to Russia or Belarus. Customer shall not export or re-export, directly or indirectly, to the  Russian Federation or Belarus or for use in the Russian Federation or Belarus any Software supplied by  DigitalCNC in connection with this Agreement. Customer shall undertake its best efforts to ensure that the  purpose of this Section is not frustrated by third parties, including authorized solution partners. Customer shall  establish and maintain an adequate monitoring mechanism to detect conduct by any third parties that would  frustrate the purpose of this paragraph. 

7.5 Information. Upon request by DigitalCNC, Customer shall promptly provide DigitalCNC with all information  pertaining to users, the intended use, and the location of use, or the final destination (in the case of Hardware,  Documentation and technology) of the Products and Services. Customer will notify DigitalCNC prior to Customer  disclosing any information to DigitalCNC that is defense-related or requires controlled or special handling  pursuant to applicable government regulations and will use the disclosure tools and methods specified by  DigitalCNC. 

7.6 Indemnification. Customer will indemnify and hold harmless DigitalCNC, its affiliates, subcontractors, and their  representatives against any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in  any way to Customer’s noncompliance with this Section 7, including Customer’s and its users’ and third-party business partners’ violation or alleged violation of any Export Regulations and Customer will compensate  DigitalCNC for all losses and expenses resulting thereof. 

7.7 Reservation. DigitalCNC shall not be obligated to fulfill this Agreement if such fulfillment is prevented by any  impediments arising out of national or international foreign trade or customs requirements or any embargoes or  other sanctions. Customer acknowledges that DigitalCNC may be obliged under the Export Regulations to limit or  suspend access by Customer and/or users to the Products and Services. 

  1. CONFIDENTIALITY AND DATA PROTECTION 

8.1 Confidential Information. “Confidential Information” means all information disclosed by one party or any of its  affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which  is evident to a reasonable person. DigitalCNC Confidential Information includes the terms of this Agreement,  Products, Services, DigitalCNC IP, and any information Customer derives from benchmarking the Products or  Services. The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its  employees, affiliates’ employees, consultants, contractors, and financial, tax and legal advisors; and with respect  to the use of Products or Services solely as authorized by the agreed license terms, or except as otherwise  authorized by the disclosing party or this Agreement; (ii) use and copy Confidential Information only as required to  exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from  unauthorized use or disclosure by using the same means it uses to protect its own confidential information of  similar nature, but in any event not less than reasonable means. The receiving party (i) will ensure that all its  recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as  restrictive as those herein, and (ii) will be liable for compliance with this Section by each of its recipients.  DigitalCNC and its affiliates may name Customer as a customer on their websites and in customer lists and other  marketing materials.

8.2 Exclusions. The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or  becomes generally available to the public other than as a result of disclosure by the receiving party in violation of  this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party,  provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual,  or fiduciary obligation of confidentiality; (iii) was in the receiving party’s possession without an obligation of  confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party  without the use of, or reference to, the disclosing party’s Confidential Information; or (v) is required to be disclosed  by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with  written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the  disclosing party to limit the scope of such disclosure. 

8.3 Data Protection. Data protection matters are governed by Section 9 of this Agreement. 

  1. DATA PROTECTION AND PRIVACY 

9.1 Data Processing Roles. To the extent Customer uses the Software to process personal data (as defined  under applicable Data Protection Laws), Customer is the data controller and DigitalCNC acts as a data processor.  “Data Protection Laws” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act  2018, and any successor or related legislation. The parties acknowledge that the Software operates on-premises on Customer’s systems and DigitalCNC does not host, store, or have access to Customer Data unless Customer  provides such data to DigitalCNC for support, troubleshooting, or professional services purposes. 

9.2 Data Processing Addendum. When DigitalCNC processes personal data on Customer’s behalf in  connection with providing the Software, Support Services, or Professional Services, the Data Processing  Addendum available at www.digitalcnc.ai/dpa is incorporated herein by reference and forms part of this  Agreement. The Data Processing Addendum sets forth the parties’ obligations with respect to the processing of  personal data, including details of processing activities, security measures, sub-processor arrangements, data  subject rights, and data breach notification procedures. 

9.3 Customer Warranties and Obligations. Customer warrants and represents that: (i) it has obtained all  necessary consents, authorizations, and lawful bases under Data Protection Laws to collect, use, and disclose  personal data to DigitalCNC as contemplated by this Agreement; (ii) Customer’s instructions to DigitalCNC  regarding the processing of personal data comply with Data Protection Laws; (iii) Customer has implemented  appropriate technical and organizational measures to ensure the security of personal data processed using the  Software; and (iv) Customer will comply with all applicable Data Protection Laws in its use of the Software and  Services. Customer shall promptly notify DigitalCNC of any data protection supervisory authority inquiries,  investigations, or enforcement actions relating to the Software or Services. 

9.4 DigitalCNC Processing Obligations. DigitalCNC shall: (i) process personal data only in accordance with  Customer’s documented instructions and as necessary to provide the Software and Services or as required by  applicable law; (ii) ensure that persons authorized to process personal data are subject to confidentiality  obligations; (iii) implement appropriate technical and organizational security measures as described in the Data  Processing Addendum; (iv) assist Customer in responding to requests from data subjects exercising their rights  under Data Protection Laws, to the extent feasible; (v) assist Customer in ensuring compliance with data security,  breach notification, and impact assessment obligations; and (vi) delete or return personal data to Customer upon  termination or expiry of this Agreement, except where retention is required by law. 

9.5 Indemnification. Customer will indemnify and hold harmless DigitalCNC, its affiliates, and their  representatives from any claims, damages, fines, penalties, and costs (including reasonable attorney’s fees and  expenses) arising from or relating to: (i) Customer’s noncompliance with Data Protection Laws; (ii) Customer’s  processing of personal data in violation of this Agreement or the Data Processing Addendum; (iii) Customer’s 

failure to obtain required consents or establish lawful bases for processing; or (iv) any data breach or security  incident caused by Customer’s systems, personnel, or failure to implement adequate security measures. 

9.6 International Transfers. Given that the Software operates on-premises on Customer’s systems, Customer is  responsible for ensuring that any international transfers of personal data comply with applicable Data Protection  Laws. To the extent DigitalCNC receives personal data from Customer for support or services and such data is  transferred outside the UK or EEA, the parties shall implement appropriate safeguards as set out in the Data  Processing Addendum, which may include Standard Contractual Clauses or other approved transfer  mechanisms. 

  1. ADDITIONAL TERMS AND CONDITIONS 

10.1 DigitalCNC Affiliates. Companies directly or indirectly owned or controlled by DigitalCNC’s ultimate parent  company may exercise DigitalCNC’s rights and fulfill DigitalCNC’s obligations under this Agreement. DigitalCNC  remains responsible for its obligations hereunder. 

10.2 Assignment. This Agreement will extend to and be binding upon the successors and permitted assigns of the  parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or  otherwise transferred (by operation of law or otherwise) by Customer without the prior written consent of  DigitalCNC. 

10.3 License Rights Applicable to UK Government. If Software is acquired directly or indirectly for use by the UK  Government, then the parties agree that such are considered commercial products and commercial computer  software, as applicable. The UK Government will only have the rights set forth in this Agreement. DigitalCNC will  not be required to obtain a security clearance or otherwise be involved in accessing UK Government classified  information. 

10.4 Feedback. If Customer provides any ideas or feedback regarding any Products or Services, including  suggestions for changes or enhancements, support requests (including any related information), and error  corrections (collectively “Feedback”), Feedback may be used by DigitalCNC without condition or restriction. 

10.5 Force Majeure. Neither party will be liable for delay or failure to perform any obligations under this  Agreement (except with respect to any payment obligations) due to any cause beyond its reasonable control. The  delayed party will promptly notify the other party of any such event. 

10.6 Notices. Notices relating to this Agreement will be in writing and sent to the party’s address as specified in  the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other  party. 

10.7 Language. If DigitalCNC provides a translation of the English language version of this Agreement, the  English language version of this Agreement will control in the event of any conflict. 

10.8 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of England and Wales,  without reference to any conflict of laws rules. The United Nations Convention on Contracts for the International  Sale of Goods shall not apply to this Agreement. Any dispute arising out of or in connection with this Agreement  shall be subject to the exclusive jurisdiction of the courts of England and Wales. Each party hereby irrevocably  submits itself to the personal jurisdiction of such courts for any such disputes. 

10.9 No Waiver; Validity and Enforceability. The failure to enforce any provision of this Agreement will not be  construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal or  unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected, and such  provision will be deemed restated to reflect the original intentions of the parties as nearly as possible in 

accordance with applicable law. The parties agree that electronic signatures or acceptance of this Agreement via  an electronic system specified by DigitalCNC shall have the same force and effect as manual signatures. 

10.10 Entire Agreement and Order of Precedence. This Agreement constitutes the full and complete agreement  between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous  agreements or communications, whether written or verbal, relating to such subject matter. This Agreement may  

not be varied except as set out in Supplemental Terms or otherwise in writing by manual signatures or electronic  signatures of authorized representatives of both parties or via an online mechanism, if so provided explicitly for  such purpose by DigitalCNC. In the event of a conflict between this EULA and any Supplemental Terms, the  Supplemental Terms prevail. In the event of a conflict between this Agreement and an Order, the Order prevails with respect to the Products or Services ordered thereunder. The terms of any purchase order or similar  Customer document are excluded and such terms will not apply to any Order for Products or Services and will not  supplement or modify this Agreement irrespective of any language to the contrary in such document. 

____________________________________________________________ 

DigitalCNC Ltd 

Company No. 16453091 

11 Paradise Square, Sheffield, S1 2DE, United Kingdom 

legal@digitalcnc.ai | www.digitalcnc.ai