Kymeta Security Policy

1. Our security commitment

Kymeta is committed to product excellence, to providing products that meet or exceed industry standards for security, and to protecting our customers’ data. We want our customers to have confidence that we are protecting their data, and that our products minimize the risk of vulnerability to malicious or unauthorized use or attack by any third party.

For this reason, we regularly analyze the security of our product code base. Both during and after the development of our terminals, Kymeta engineers utilize industry standard scanning tools to raise the security bar. We regularly employ Software Composition Analysis (SCA) scanning tools to detect defects. These tools systematically check for defects that have been classified by the National Institute of Standards and Technology (NIST). We also regularly utilize code analysis tools to look for threat vectors in our code base.

Our commitment doesn’t end there. We also employ both defensive techniques and proactive tools to check for threats to customer data in our cloud. From carefully maintained and monitored firewalls, to the employment of traffic analysis and intrusion detection tools, we diligently look to discover attacks on a real time basis. We are also committed to the continuous improvement of our security practices. As such, we have established a security team that regularly reviews our practices on the devices we ship, the cloud services we provide, and the communication we have with our partners, suppliers and our customers. This culture of improvement is the most important aspect of our security strategy.

2. Resolution of confirmed security vulnerabilities

Kymeta investigates and discloses vulnerabilities for all actively supported products. If a security vulnerability is confirmed, Kymeta will provide solutions commensurate with the risk identified.

3. Disclosure policy

Kymeta’s first and foremost concern is our customers. To this end, Kymeta does not publicly publish any details that could potentially be used to compromise products until mitigation is available to reduce or eliminate the identified risk. Critical information will be shared directly with partners and/or customers in a timely manner as required, commensurate with risk.

4. Reporting a vulnerability

Kymeta product and security teams provide direct support for potential vulnerabilities identified in Kymeta products. Kymeta will continue to work with customers, agencies and recognized security organizations to resolve security vulnerabilities.
If you have a potential vulnerability or concern to report related to our products and services, please send your contact information to security@kymetacorp.com.

November 2023 | 700-00219-000 rev 01

EULA

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS VERY IMPORTANT THAT YOU CHECK THAT YOU ARE PURCHASING KYMETA SOFTWARE OR EQUIPMENT FROM AN APPROVED SOURCE AND THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE “CUSTOMER”) HAVE BEEN REGISTERED AS THE END USER FOR THE PURPOSES OF THIS KYMETA END USER LICENSE AGREEMENT. IF YOU ARE NOT REGISTERED AS THE END USER, YOU HAVE NO LICENSE TO USE THE SOFTWARE OR THE EQUIPMENT AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES NOT APPLY. ASSUMING YOU HAVE PURCHASED FROM AN APPROVED SOURCE, INSTALLING OR USING KYMETA OR KYMETA-SUPPLIED SOFTWARE OR EQUIPMENT CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

Kymeta Corporation (“Kymeta”) licenses the Software that is embedded in its equipment to you only upon the condition that you accept all of the terms contained in this end user license agreement plus any additional limitations set forth in a written license agreement executed by you and Kymeta (collectively, the “Agreement”). To the extent of any conflict between the terms of this end user license agreement and any agreement, the Agreement shall apply by installing or using the Software embedded in the products, you are representing that you agree to all of the terms of this end user license agreement. If you do not agree to all of the terms of the Agreement, then Kymeta is unwilling to license the Software to you and you may not install or use the Software. For the purposes of this end user license agreement, an “approved source” means (a) Kymeta; or (b) a distributor or systems integrator authorized by Kymeta to distribute/sell Kymeta equipment, Software and services within your territory to end users; or (c) a reseller authorized by any such distributor or systems integrator in accordance with the terms of the distributor’s agreement with Kymeta to distribute/sell the Kymeta equipment Software and services within your territory to end users.

For purposes of the Agreement, “Software” shall mean computer programs, including firmware and computer programs embedded in Kymeta equipment, as provided to Customer by an approved source, and any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”), any of the same which has been relicensed under Kymeta’s Software transfer and re-licensing policy (as may be amended by Kymeta from time to time) or backup copies of any of the foregoing.

License. Conditioned upon compliance with the terms and conditions of the Agreement, Kymeta grants to Customer a nonexclusive and nontransferable license to use for Customer’s internal business purposes the Software and the Documentation for which Customer has paid the required license fees to an approved source. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software or equipment and made available by an approved source with the Software or equipment in any manner (including on-line). In order to use the Software, Customer may be required to input a registration number or product authorization key and register Customer’s copy of the Software on-line at Kymeta’s website to obtain the necessary license key or license file.

Customer shall use the Software solely as embedded in Kymeta equipment owned or leased by Customer and used for Customer’s internal business purposes. no other licenses are granted by implication, estoppel or otherwise.

For evaluation or beta copies for which Kymeta does not charge a license fee, the above requirement to pay license fees does not apply.

General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Kymeta retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of Kymeta, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. except as otherwise expressly provided under the Agreement, Customer shall use the Software only in connection with the use of Kymeta equipment purchased by the Customer from an approved source and Customer shall have no right, and Customer specifically agrees not to transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any Kymeta relicensing/transfer policy then in force), or use the Software on Kymeta equipment not purchased by the Customer from an approved source or on second-hand Kymeta equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void; make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that Kymeta is legally required to permit such specific activity pursuant to any applicable open source license; publish any results of benchmark tests run on the Software; use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Kymeta; or disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Kymeta. Customer shall implement reasonable security measures to protect such trade secrets.

To the extent required by law, and at Customer’s written request, Kymeta shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Kymeta’s applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which Kymeta makes such information available.

Software, upgrades and additional copies. notwithstanding any other provision of the Agreement: (1) Customer has no license or right to make or use any additional copies or upgrades unless Customer, at the time of making or acquiring such copy or upgrade, already holds a valid license to the original Software and has paid the applicable fee to an approved source for the upgrade or additional copies; (2) use of upgrades is limited to Kymeta equipment supplied by an approved source for which Customer is the original end user purchaser or lessee or otherwise holds a valid license to use the Software which is being upgraded; and (3) the making and use of additional copies is limited to necessary backup purposes only.

Proprietary Notices. Customer agrees to maintain and reproduce all copyright, proprietary and other notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Kymeta.

Term and Termination. The Agreement and the license granted herein shall remain in effect until terminated. Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer’s rights under the Agreement will terminate immediately without notice from Kymeta if Customer fails to comply with any provision of the Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer, all restrictions and limitations imposed on the Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the section titled “U.S. Government End User Purchasers” shall survive termination of the Agreement.

Export, Re-export, Transfer and Use Controls. The Software, Documentation and technology or product thereof (hereafter referred to as Software and technology), supplied by Kymeta under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.) and any other applicable countries’ laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, transfer and use of Kymeta Software and technology and will obtain all required U.S. and local authorizations, permits, or licenses. Kymeta and Customer each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

U.S. Government End User Purchasers. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in far 12.212. consistent with FAR 12.212 and DOD FAR SUPP. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Customer may provide to Government End User or, if the Agreement is direct, Government End User will acquire, the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the government that the Software and Documentation are “Commercial Computer Software” and “Commercial Computer Software Documentation,” and constitutes acceptance of the rights and restrictions herein.

Identified Components; Additional Terms. The Software may contain or be delivered with one or more components, which may include third-party components, identified by Kymeta in the Documentation, readme.txt_file, or on www.Kymetacorp.com. (the “Identified Component(s)”) as being subject to different license agreement terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, “Additional Terms”) than those set forth herein. You agree to the applicable additional terms for any such Identified Component(s).

Limited Warranty. Subject to the limitations and conditions set forth herein, Kymeta warrants that commencing from the date of shipment to Customer (but in case ofle by an approved source other than Kymeta, commencing not more than ninety (90) days after original shipment by Kymeta), and continuing for a period of two (2) years : (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to the Documentation. The date of shipment of a product or equipment by Kymeta is set forth on the packaging material in which the product or equipment is shipped. except for the foregoing, the Software is provided “as is”. This limited warranty extends only to the Software purchased from an approved source by a Customer who is the first registered end user. Customer’s sole and exclusive remedy and the entire liability of Kymeta and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at Kymeta’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to the approved source supplying the Software to Customer within the warranty period. Kymeta or the approved source supplying the Software to Customer may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Kymeta warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Kymeta does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

Restrictions. This warranty does not apply if the Software, product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by Kymeta or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Kymeta, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; (f) any Software that Kymeta expressly provides on an “as is” basis; (h) any Software for which an approved source does not receive a license fee; and (i) Software supplied by any third party which is not an approved source.

Disclaimer of Warranty. Except as specified in this warranty section, all express or implied conditions, representations, and warranties including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, non-interference, accuracy of informational content, or arising from a course of dealing, law, usage, or trade practice, are hereby excluded to the extent allowed by applicable law and are expressly disclaimed by Kymeta, its suppliers and licensors. To the extent that any of the same cannot be excluded, such implied condition, representation and/or warranty is limited in duration to the express warranty period referred to in the “limited warranty” section above. Because some states or jurisdictions do not allow limitations on how long an implied warranty lasts, the above limitation may not apply in such states. this warranty gives Customer specific legal rights, and Customer may also have other rights which vary from jurisdiction to jurisdiction. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.
Disclaimer of Liabilities – Limitation of Liability. If you acquired the Software in the United States, Latin America, Canada, Japan or the Caribbean, notwithstanding anything else in the Agreement to the contrary, all liability of Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to Customer, whether in contract, tort (including negligence), breach of warranty or otherwise, shall not exceed the price paid by Customer to any approved source for the Software that gave rise to the claim or if the Software is part of another product or equipment, the price paid for such other product or equipment. this limitation of liability for Software is cumulative and not per incident (i.e., the existence of two or more claims will not enlarge this limit).
If you acquired the Software in Europe, the Middle East, Africa, Asia or Oceania, notwithstanding anything else in the Agreement to the contrary, all liability of Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to Customer, whether in contract, tort (including negligence), breach of warranty or otherwise, shall not exceed the price paid by Customer to Kymeta for the Software that gave rise to the claim or if the Software is part of another product or equipment, the price paid for such other product or equipment. this limitation of liability for Software is cumulative and not per incident (i.e., the existence of two or more claims will not enlarge this limit). nothing in the Agreement shall limit (i) the liability of Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors to Customer for personal injury or death caused by their negligence, (ii) Kymeta’s liability for fraudulent misrepresentation, or (iii) any liability of Kymeta which cannot be excluded under applicable law.

Disclaimer of Liabilities – Waiver of Consequential Damages and Other Losses. if you acquired the Software in the United States, Latin America, the Caribbean or Canada, regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will Kymeta or its suppliers be liable for any lost revenue, profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental, or punitive damages however caused and regardless of the theory of liability or whether arising out of the use of or inability to use Software or otherwise and even if Kymeta or its suppliers or licensors have been advised of the possibility of such damages. because some states or jurisdictions do not allow limitation or exclusion of consequential or incidental damages, the above limitation may not apply to you.
if you acquired the Software in Japan, except for liability arising out of or in connection with death or personal injury, fraudulent misrepresentation, and regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors be liable for any lost revenue, profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental, or punitive damages however caused and regardless of the theory of liability or whether arising out of the use of or inability to use Software or otherwise and even if Kymeta or any approved source or their suppliers or licensors have been advised of the possibility of such damages.
If you acquired the Software in Europe, the Middle East, Africa, Asia or Oceania, in no event will Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors, be liable for any lost revenue, lost profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental, or punitive damages, howsoever arising , including, without limitation, in contract, tort (including negligence) or whether arising out of the use of or inability to use the Software, even if, in each case, Kymeta, its affiliates, officers, directors, employees, agents, suppliers and licensors, have been advised of the possibility of such damages. because some states or jurisdictions do not allow limitation or exclusion of consequential or incidental damages, the above limitation may not fully apply to you. the foregoing exclusion shall not apply to any liability arising out of or in connection with: (i) death or personal injury, (ii) fraudulent misrepresentation, or (iii) Kymeta’s liability in connection with any terms that cannot be excluded under applicable law.
Customer acknowledges and agrees that Kymeta has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

Controlling Law, Jurisdiction. the Agreement and warranties (“Warranties”) shall be construed under the laws of the state of Washington, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of King County, Washington shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. The parties specifically disclaim the application of the un convention on contracts for the international sale of goods. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.

Kymeta™ u8 Products Maintenance and Support Agreement

This Kymeta™ u8 products Maintenance and Support Agreement (the “M&S Agreement”) is effective as of the date Maintenance and/or Support Services commence pursuant to an accepted Purchase Order, (the “Effective Date”) and is between Customer and Kymeta Corporation (”Kymeta”). Customer and Kymeta may be referred to individually as a Party or together as the Parties. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.

RECITALS

WHEREAS Customer and Kymeta are Parties to an Agreement governing the terms of sale the Products and Services to be covered hereunder.

WHEREAS Customer has provided Kymeta with a Purchase Order for, and Kymeta has accepted the Purchase Order and will provide the Maintenance and/or Support Services pursuant to such Purchase Order.

WHEREAS Customer and Kymeta agree that the terms of this M&S Agreement are supplemental to, subject to, and hereby incorporated into, the Master Agreement and will apply to the Maintenance and/or Support Services for the Term stated in the applicable Purchase Order. Unless otherwise stated in this M&S Agreement, the Master Agreement will control with regard to any inconsistency or conflicting terms between the Master Agreement and this M&S Agreement.

AGREEMENT

Section 1. Definitions

Where not defined elsewhere in this M&S Agreement, the following capitalized terms have the following meanings:

“Agreement” means the applicable Quote, Purchase Order or Master Agreement that this M&S Agreement is appended thereto.

“Applicable Laws” means any law, statute, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, or decision in effect from time to time of any national, state or local government, any political subdivision thereof or any other governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, commission or other governmental entity, which is applicable to or affects this M&S Agreement.

“Covered Products” means the u8 antenna, u8 outdoor unit (ODU), u8 terminal for commercial use, u8 GO terminal for commercial use, u8 terminal for government and military use, u8 GO terminal for government and military use, or other similar terminal configuration that Kymeta provides Maintenance and/or Support for under this M&S Agreement.

“Customer” means any Distributor or End User purchasing Services under this M&S Agreement.

“End User” means a person or entity that purchases Covered Products or Services for its own internal business purposes either directly from Kymeta or through a Kymeta distributor.

“Excluded Equipment” means any hardware, equipment, components, or accessories (including all Third-Party Materials) that are not Covered Products.

“Extended Warranty Period” means the period of time Covered Products are covered under warranty beyond the Standard Warranty Period. The Extended Warranty Period shall not in any circumstance exceed the period of time stated in Section 2.1, after the Standard Warranty Period expires, even if Customer elects to continue Maintenance and/or Support under this M&S Agreement for a longer period.

“Hot Fix” means any revision to Software that Kymeta, in its discretion, may make as an interim resolution to any reported issue.

“Maintenance Release” means any revision to Software that Kymeta may make that maintains or enhances Software operability and functionality, including available fixes for reported or identified software problems.

“Maintenance Plan” means the maintenance services as described in Section 2.

“Master Agreement” means the agreement between Customer and Kymeta governing the sale of the Covered Products. Master Agreement includes a negotiated Kymeta Master Agreement, the Kymeta Terms of Sale or other negotiated agreement.

“Person” means any individual, company, corporation, partnership or other legal entity.

“Price Book” has the meaning assigned to it in the Agreement.

“Purchase Order” or “PO” means the applicable order issued by Customer to Kymeta for the Maintenance and/or Support Services.

“Quote” means any proposal signed by an authorized representative of each Party for the purchase of Maintenance and/or Support Services.

“Services” means the Maintenance and/or Support Services provided under this M&S Agreement.

“Software” means all licensed and unlicensed software, computer programming object code, source code, and other software for or incorporated into the Covered Products now or hereafter owned by Kymeta or licensed from third parties and necessary for effective operation of the Covered Products.

“Software License” means the license granted to Customer under the applicable Master Agreement or End-User License Agreement.

“Software Updates” means any updated version of the Software that may be released by Kymeta from time to time.

“Subscription Support Services” means the support services under Section 3.2 and as more fully described in the Price Book that are provided by Kymeta pursuant to an applicable Purchase Order.

“Support Plan” means a support plan set forth in Section 3 and more fully described in the Price Book.

“Term” is defined in Section 4.1.

“Terms of Sale” means the terms of sale available at Terms of Sale as may be amended from time to time by Kymeta.

“Third Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Covered Products or Software that are not proprietary to Kymeta.

Unless otherwise terminated pursuant to Section 4.2, Kymeta agrees to provide the following u8 Maintenance Plan for all u8 Covered Products for the Term:

• One full year of warranty support (12 months) from the applicable start date. See the Kymeta u8 Products Limited Warranty and Support information document available at https://www.kymetacorp.com/support/policies-warranties for more details.
• Hot Fixes and Software Updates available via over-the-air (OTA) or secure file transfer
• Self-care, email support
• Access to five online training seats per year
• Basic terminal API access
• Local Kymeta™ Access application with local control and monitoring functions

Kymeta will continue to provide the Warranty set forth in the Agreement, on the same terms, conditions, limitations and restrictions therein for the Extended Warranty Period. The maximum total Warranty Period is three years.

2.2 Hot Fixes, Maintenance Releases, and Software Updates
Kymeta will provide access to Software Hot Fixes, Maintenance Releases, and Software Updates. These updates are available via over-the-air (OTA), on the Kymeta™ Access portal, or via secure file transfer.

2.3 Kymeta Access Portal

Kymeta will provide access to the Kymeta Access portal for warranty registration, update downloads, product documentation, knowledge base access, and other features as may be added from time to time.

2.4 Kymeta Academy

Kymeta will provide access to Kymeta Academy, an online training platform. Customers get access to five (5) online training seats (as further described in the Price Book) per year.

3.1 All Support Services

All Support Plans include online support, full feature Kymeta Access application, and full feature Kymeta Access portal. Support Plans continue for as long as the Warranty remains active.

Refer to the applicable Price Book for a complete list of Subscription Support Services. The additional Subscription Support Services may be offered as a package or a la carte options. Kymeta reserves the right to change, modify, or discontinue Subscription Support Services from time-to-time, provided that any modification will not diminish the Subscription Support Services previously purchased for the Term of such service.

Section 4. Term and Termination

The Term of this M&S Agreement shall be for the number of years of Maintenance or Support Customer purchases pursuant to the applicable Purchase Order. If Customer would like to purchase additional Services after expiration of the Term, Customer may do so at Kymeta’s then prevailing rates on an annual basis; provided, however that at no time will the applicable Extended Warranty Period be extended for longer than specified in Section 2.1 (above).

(a) Termination for Default. Either Party may terminate this M&S Agreement immediately for Default provided that the non-defaulting Party gives written notice of the Default and the defaulting Party fails to cure such Default within thirty (30) days of the date notice was provided. “Default” as used in this section means (i) failure of either Party to materially perform under the terms of this M&S Agreement or (ii) termination of the Master Agreement or Kymeta Data Services Plan Addendum.

(b) Termination for Convenience. Either Party may terminate this M&S Agreement without penalty or liability upon sixty (60) days’ prior written notice.

(c) Effect of Termination. Unless this M&S Agreement is terminated by Customer for Kymeta’s Default pursuant to Section 4.2(a) or Kymeta pursuant to 4.2(b), in which case any refund will be on a prorate basis, Kymeta shall not be required to refund any portion of prepaid but unused Fees. Upon termination or expiration of this M&S Agreement all Warranties provided under this M&S Agreement shall terminate and Kymeta shall no longer be obligated to provide the Services herein.

Section 5. Pricing and Payment Terms

5.1 Pricing

Kymeta shall provide the Maintenance Plan or Support Services for the prices set forth in Price Book (“Fees”).

5.2 Payment Terms

Maintenance and Support Fees are paid in advance for the applicable year. Kymeta will provide invoices for the Maintenance Plan and/or Support Services and Customer shall pay all invoices in accordance with the terms set forth in the applicable Agreement.

Section 6. Intellectual Property; Indemnification

6.1 Intellectual Property Ownership

Subject solely to the licenses expressly granted in any Master Agreement, nothing in this M&S Agreement shall have any effect on either Party’s interest in, rights to, title or ownership of its Intellectual Property. All rights not expressly granted in this M&S Agreement or an applicable Master Agreement are reserved. Any methodologies or processes (including Documentation of the same) by which Kymeta performs any of the Services herein are the exclusive property of Kymeta.

6.2 Indemnification

Kymeta will defend Customer from and against all unaffiliated third party claims that the methodologies or processes used in performing the Services provided pursuant to this M&S Agreement infringe such third party’s intellectual property rights and will indemnify Customer and pay any resulting judgement or settlement; provided, however, Customer (i) provides Kymeta with prompt written notice of the claim, (ii) gives control of the defense or settlement to Kymeta, (iii) provides Kymeta with reasonable assistance regarding the defense or settlement.

Section 7. Limitation on Liability

THE TOTAL CUMULATIVE LIABILITY OF KYMETA WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS M&S AGREEMENT OR THE PERFORMANCE OF THE SERVICES SHALL IN NO CASE EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEEDING THE CLAIM, AND CUSTOMER HEREBY RELEASES KYMETA FROM ANY LIABILITY IN EXCESS OF SUCH AMOUNT. THIS MONETARY LIMITATION SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY.

KYMETA SHALL NOT BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL LOSS OR DAMAGE, LOSS BY REASON OF SERVICE INTERRUPTION, COSTS OF CAPITAL OR EXPENSES THEREOF, LOSS OF PROFITS OR REVENUES OR THE LOSS OF USE THEREOF, CLAIM OF ANY THIRD PARTY FOR LOSS CAUSED BY DELAYS IN MANUFACTURE OR OPERATION, AND CUSTOMER HEREBY RELEASES KYMETA FROM ANY LIABILITY FOR ALL SUCH LOSSES AND DAMAGES.

Section 8. Miscellaneous

8.1 Compliance with Laws

The Parties agree to comply with all Applicable Laws in relation to performance of their respective obligations under this M&S Agreement.

8.2 Assignment

Neither Party will assign all or any part of this M&S Agreement or any of its rights under this M&S Agreement without the prior written consent of the other Party, which will not be unreasonably withheld. However, Kymeta may upon written notice to Customer, assign this M&S Agreement in whole to an affiliate or any successor as part of a merger or acquisition.

8.3 Force Majeure

Except for the obligation to pay monies due and owing under this M&S Agreement, neither party shall be liable for any delay or failure in performance of their obligations under this M&S Agreement due to events outside the defaulting Party’s reasonable control, including, without limitation, acts of nature, natural disaster, labor disputes, industry-wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party’s performance.

8.4 Headings

The headings of sections, paragraphs, and subsections of this M&S Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of this M&S Agreement.

8.5 Severability

In the event that part of or one or more terms of this M&S Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such part or term shall be null and void and shall be deemed deleted from this M&S Agreement. All remaining terms of this M&S Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph is invoked and, as a result, the value of this M&S Agreement is materially impaired for either Party, as determined by such Party in its sole discretion, then the affected Party may terminate this M&S Agreement by written notice with immediate effect to the other.

8.6 Survival

Any section that by its express terms or should otherwise reasonably survive the expiration or termination of this M&S Agreement shall survive such expiration or termination.

8.7 Entire Agreement

This M&S Agreement constitutes the entire agreement and supersedes any and all prior agreements between the Parties with regard to the subject matter hereof. No amendment, modification or waiver of any of the provisions of this M&S Agreement will be valid unless set forth in a written instrument signed by the Party to be bound thereby. Notwithstanding the foregoing, the Agreement and End User License Agreement shall continue in full force and effect and, unless expressly stated herein, control with regard to any inconsistency or conflicting terms.

30 May 2023 | 700-00127-000 rev C

Waste Electrical and Electronic Equipment (WEEE)

WEEE Directive 2012/19/EU

Electrical and electronic equipment (EEE) contains materials, components and substances that may be hazardous and present a risk to human health and the environment when waste electrical and electronic equipment (WEEE) is not handled correctly.

Electrical and electronic equipment is marked with the crossed-out wheelie bin symbol indicating that electrical and electronic equipment should not be disposed of in the regular household waste stream but needs to be collected separately.

Users of EEE must not discard WEEE together with household waste. Users must follow local recycling regulations to reduce adverse environmental impact in connection with disposal of WEEE and to increase opportunities for reuse, recycling, and recovery of WEEE.

Please contact weee@kymetacorp.com for recycling and take-back assistance.

Směrnice o OEEZ 2012/19/EU

Elektrická a elektronická zařízení (EEZ) obsahují materiály, součásti a látky, které mohou být nebezpečné a představují riziko pro lidské zdraví a životní prostředí, pokud se s odpadními elektrickými a elektronickými zařízeními (OEEZ) nezachází správně.

Elektrická a elektronická zařízení jsou označena symbolem přeškrtnuté popelnice, což znamená, že by se neměla vyhazovat do běžného domácího odpadu, ale je třeba je shromažďovat odděleně.

Uživatelé EEZ nesmí vyhazovat OEEZ společně s domovním odpadem. Uživatelé musí dodržovat místní předpisy o recyklaci, aby se snížil nepříznivý dopad na životní prostředí v souvislosti s odstraňováním OEEZ a aby se zvýšily možnosti opětovného použití, recyklace a využití OEEZ.

Kontaktujte prosím weee@kymetacorp.com pro pomoc při recyklaci a zpětném odběru.

Directive DEEE 2012/19/EU

Les équipements électriques et électroniques (EEE) contiennent des matériaux, des composants et des substances qui peuvent être dangereux et risqués pour la santé des humains et pour l’environnement lorsque les déchets d’équipements électriques et électroniques (DEEE) ne sont pas gérés correctement.

Les équipements électriques et électroniques portent le symbole de la poubelle barrée qui indique que les équipements électriques et électroniques ne doivent pas être jetés avec les déchets ménagers ordinaires, mais doivent être triés séparément.

Les utilisateurs d’EEE ne doivent pas jeter les DEEE avec les déchets ménagers. Les utilisateurs doivent respecter les règlements locaux relatifs au recyclage pour réduire l’impact environnemental indésirable associé à l’élimination des DEEE et pour augmenter les possibilités de réutilisation, de recyclage et de récupération des DEEE.

Veuillez contacter weee@kymetacorp.com pour obtenir de l’aide concernant le recyclage et la récupération.

WEEE-Richtlinie 2012/19/EU

Elektro- und Elektronikgeräte (EEE) enthalten Materialien, Bauteile und Stoffe, die bei unsachgemäßer Handhabung von Elektro- und Elektronik-Altgeräten (WEEE) gefährlich sein können und eine Gefahr für die menschliche Gesundheit und die Umwelt darstellen.

Elektro- und Elektronikgeräte sind mit dem Symbol einer durchgestrichenen Abfalltonne auf Rädern gekennzeichnet, welches darauf hinweist, dass Elektro- und Elektronikgeräte nicht über den normalen Haushaltsmüll entsorgt werden sollen, sondern getrennt gesammelt werden müssen.

Nutzer von EEE dürfen WEEE nicht zusammen mit dem Haushaltsmüll entsorgen. Nutzer müssen regionale Recyclingvorschriften befolgen, um negative Umweltauswirkungen bei der Entsorgung von WEEE zu reduzieren und die Möglichkeiten für Wiederverwendung, Recycling und Verwertung von WEEE zu erhöhen.

Für Unterstützung bei Recycling und Rücknahme kontaktieren Sie bitte weee@kymetacorp.com.

Directiva 2012/19/UE sobre RAEE

Los aparatos eléctricos y electrónicos (AEE) contienen materiales, componentes y sustancias que podrían resultar peligrosos y suponer un riesgo para la salud y el medio ambiente cuando los residuos de aparatos eléctricos y electrónicos (RAEE) no se tratan de la forma correcta.

Los aparatos eléctricos y electrónicos están marcados con un contenedor de basura tachado con un aspa que indica que el aparato eléctrico o electrónico no se debe eliminar en el flujo de residuos domésticos habitual, sino que se debe recoger por separado.

Los usuarios de AEE no deben eliminar los RAEE junto con los residuos domésticos. Los usuarios deben seguir las disposiciones locales sobre reciclaje para reducir el impacto medioambiental adverso en relación con la eliminación de RAEE y para aumentar las oportunidades de reutilización, reciclaje y valorización de RAEE.

Contacte con weee@kymetacorp.com para recibir asistencia con el reciclaje y la recogida.

Declarație generală DEEE 2012/19/UE

Echipamentele electrice și electronice (EEE) conțin materiale, componente și substanțe care pot fi periculoase și prezintă un risc pentru sănătatea umană și pentru mediu atunci când deșeurile de echipamente electrice și electronice (DEEE) nu sunt manipulate corect.

Echipamentele electrice și electronice sunt marcate cu simbolul pubelei cu roți barate cu un X, indicând faptul că echipamentele electrice și electronice nu trebuie să fie eliminate în fluxul obișnuit de deșeuri menajere, ci acestea trebuie să fie colectate separat.

Utilizatorii de echipamentele electrice și electronice (EEE) nu au voie să arunce deșeurile de echipamente electrice și electronice (DEEE) împreună cu deșeurile menajere. Utilizatorii trebuie să respecte reglementările locale de reciclare pentru a reduce impactul negativ asupra mediului în legătură cu eliminarea deșeurilor de echipamente electrice și electronice (DEEE) și pentru a crește oportunitățile de reutilizare, reciclare și recuperare a deșeurilor de echipamente electrice și electronice (DEEE).

Vă rugăm să contactați weee@kymetacorp.com pentru asistență privind reciclarea și returnarea.