LICENSING AGREEMENT

This Licensing Agreement (the "Agreement") is entered into and binding upon all relevant parties from the Agreement start date of the signed Quote. The parties to this Agreement are the following: Client, which is indicated in the Quote and has signed this Agreement (the “Licensee”) and ALBATO Limited (the “Licensor”), Vasilissis Freiderikis, 34 Flat/Office 106, 1035, Nicosia, Cyprus, registration number HE-420916, represented by Alexey Belyy, Director, together called the “Parties”.

Subject Matter: The Licensor shall grant the Licensee a non-exclusive right to use the Software Product[1] made available to the latter through an iFrame[2] by opening access to the Licensor's database server and/or through the application programming interface. The Licensor undertakes to provide the Licensee with the Product implementation and modification services, and the Licensee undertakes to pay the respective fees under the terms and conditions agreed between the Parties in the Quote.

Pricing Plans: The Licensor shall provide the Product on the following commercial terms (the Pricing Plans):

Per-user pricing plans	Starter	Standard	Business	Enterprise
Native API integrations	+	+	+	+
Full white labeling	-	+	+	+
Level of iFrame customization	Light	Light	Medium	Full
Max. number of active automations (workflows)	Unlimited	Unlimited	Unlimited	Unlimited
Max. number of integration templates (solutions)	Unlimited	Unlimited	Unlimited	Unlimited
Technical support SLA	Second line	Second line	Second line	First line
API monitoring and maintenance	+	+	+	+
Max. API update time	10 minutes	5 minutes	2 minutes	1 minute
Custom webhooks	-	+	+	+
Bulk data migration	-	+	+	+
Number of Connectors included	Unlimited	Unlimited	Unlimited	Unlimited
Development of custom Connectors per month	150$ per app (one time payment)	1	2	3
Integration engineer hours per month	10	20	30	40
Dedicated Project team hours per month	10	20	30	40
Inclusive monthly transactions	500,000	2,000,000	5,000,000	10,000,000
Price per 1000 additional transactions	$0.40	$0.30	$0.20	$0.10
Fixed monthly fee (Fixed Fee)	$600	$1,200	$2,000	$3,100
Per-active user monthly fee (Variable Fee)	$7	$4	$3	$2

1. The Parties agree to work under the pricing plan and the commercial terms indicated in the Quote.

2. The Licensor’s monthly remuneration shall consist of fixed and variable fees:

2.1. The Fixed Fee shall be permanent and shall include:

2.1.1. Granting the Licensee the right to use the Product as stated in the Subject matter of this Agreement.

2.1.2. Inclusive monthly transactions (a transaction means a single successful data transmission from one cloud application to another made possible through the Product). The monthly transaction limit is set in aggregate for all the active Connectors used by the Licensee in a particular month.

2.1.3. Development of new Connectors upon the Licensee’s request as stated in the pricing plans.

2.1.4. Development hours of the Licensor’s integration engineers required to scale and enhance the Product functionality, including adding new triggers, actions, webhooks, data points, integration scenarios, solution templates, etc., as stated in the pricing plans.

2.2. The Fixed Fee for the first and last month of the term shall be calculated proportionally to the actual number of days when the Licensee used the Product during the calendar month.

2.3. The Variable Fee shall cover:

2.3.1. Project team hours, including a dedicated account manager and a project manager.

2.3.2. Dedicated technical support provided by the Licensor to the Licensee and its customers.

2.3.3. Deployment of new integration templates (solutions) as stated in the pricing plans.

2.3.4. Additional monthly transactions used up by the Licensee and not included in the Fixed Fee.

2.4. The Variable Fee shall consist of:

2.4.1. Monthly fee for active users (meaning that the Licensor will only charge the Licencee for the Licensee's customers who use at least one transaction on any of the Licensor's connectors in the payable calendar month after a 14-day trial. The 14-day trial stands for a free-of-charge period of 14 days from the date a Licensee's customer first registered for any of the Licensor's connectors via iFrame or API.)

2.4.2. Monthly fee for transaction overages outside of the monthly transaction limit included in the Fixed Fee. Transactions are calculated on a 1,000-package basis, i.e., any number of transactions up to 1,000 shall be regarded and paid for as one 1,000-transaction package.

2.5. The Licensee has the right to purchase additional transaction packages from the Licensor at any time with the following fees:

Number of Transactions	Package Price	Price per Transaction
500,000	$250.00	$0.40
1,500,000	$600.00	$0.30
3,000,000	$900.00	$0.20
5,000,000	$1,000.00	$0.10

2.6. The Variable Fee hereunder shall be the aggregate of variable fees for all the active users of the Licensee. The variable fee shall be calculated based on the number of active users (the Licensee’s customers).

2.7. The Fixed Fee is a subscription plan. The Licensee is not entitled to request any refund or transfer of the unused service volumes from the current month to any following month.

2.8. Transaction packages are valid until fully used up, irrespective of the time it takes.

2.9. The Licensee is only allowed to switch between per-user and per-connector pricing models once during the first six months after the Launch date (Clause 7.9.)

2.10. The Licensor will calculate the variable fees and include them in the monthly invoices to be paid by the Licensee, based on the number of the Licensee's users and connectors having been active on the last day of the payable calendar month.

3. Once every twelve (12) months, the Licensor may unilaterally increase the Fixed Fee by up to 10% against those in effect by issuing an invoice for the increased amount. If the Licensor intends to change fees, it shall give the Licensee a 30-day notice before the effective date of the new fees.

4.In case of the need to change the pricing plan, the Licensee shall notify the Licensor by the agreed means of communication no later than fifteen (15) days before the end of the calendar month. The pricing plan is considered changed when the Parties sign a new Quote reflecting the changes.

5.If the Licensee reaches the limit on the number of active users under any of the Per-user pricing plans, their current plan will be automatically upgraded to a higher plan according to the table in the Pricing plans section, starting the next calendar month.

6. Additional explanations and definitions of the terms of use of the Product and SLA:

6.1. iFrame customization SLA:

6.1.1. Basic customization includes light changes to iFrame fonts, colors, etc.

6.1.2. Medium customization includes changes to iFrame fonts, colors, page layout, alignment, and grouping of visual elements; and adding new simple elements.

6.1.3. Full customization includes significant changes to fonts, colors, page layout, alignment, and grouping of visual elements; adding new simple elements; and re-arranging the existing ones to make the iFrame a full-fledged custom interface.

6.2. Technical support SLA:

6.2.1. Second line of support implies that the Licensor's technical support specialists shall interact with the Licensee's employees (not directly with the Licensee’s customers).

6.2.2. First line of support implies that the Licensor's technical support specialists shall interact with Licensee’s customers directly.

6.3 Full white-labeling service implies that the Licensor shall white-label authentication oAuth pages (where technically feasible), so that the Licensee’s customers won’t see any presence of the Licensor’s brand while using integrations. Albato can add individual auth apps of the Licensee’s application to the systems the client wants to integrate with. However, this approach has some limitations. Not all platforms allow adding multiple auth apps. This means that if the Albato auth app already exists in system XYZ, adding another one might not be feasible. Alternatively, Licensee can add their own auth apps to desired systems. Albato can then set up redirects to these apps, ensuring that they are displayed to users on authentication pages. This is a much better way to handle the white-label request.

6.4. The Licensor shall deliver custom connectors upon the Licensee’s request in line with the pricing plans (Clause 6.6., development of customer connectors). A custom connector stands for integration with an app not listed in the Albato app library at a time when the Licensee requests the app.

6.4.1. The Licensor is technically capable of developing a custom connector for a third-party cloud application as long as it has accessible API documentation. The API of a third-party application should have all the necessary endpoints, methods, data points, authentication, etc., that the Licensor can add to the Albato application API and that are needed to build specific integration use cases, triggers, actions, etc., requested by the Licensee.

6.4.2. By default, a requested custom app should be compatible with the Albato App Integrator service to be built in a no-code way. Otherwise, the Licensor will need to hard-code a custom app for the Licensee which will require custom backend development and extra man-hours from the Licensor's engineers and software developers. For such requests, the Licensor may be incapable of delivering the number of custom apps in line with the monthly SLAs.

6.4.3. The Licensor has the right to decline a Licensee's request for a custom app if its development is unfeasible.

6.4.4. The development of each custom connector includes 16 man-hours, free of charge, of the Licensor's team involved in its delivery. The Licensor will charge the Licensee for extra man-hours at a rate of $30/ man-hour. In this scenario, the Licensor will provide the Licensee with a detailed calculation of extra charges.

6.5 Development hours stand for man-hours of the Licensor’s integration engineers who utilize Albato App Integrator to add new cloud applications to the Albato API or enhance the functionality of the existing ones, including adding new triggers, actions, webhooks, data points, etc.

6.6. The detailed SLAs for each pricing plan are outlined in the table below:

	Starter	Standard	Business	Enterprise
Set-up and onboarding
Help with filling out a technical brief and initial requirements	+	+	+	+
Free implementation	---	1 month	Up to 2 months	Up to 2 months
Сreating and testing automations and solutions during the implementation	Up to 2 solutions	Up to 4 solutions	Up to 7 solutions	Up to 10 solutions
Team hours included	20	30	40	50
Onboarding and learning materials	+	+	+	+
Ongoing project management
Сreating and testing automations and solutions	Self-service	1 solution / month	3 solutions / month	Up to 7 solutions / month
Staging environment	Extra fee	Extra fee	+	+
Format of client requests to Albato for new integrations and use cases	Via the request form	Via the request form + questions, discussions, and assistance in research	Free-form requests + joint brainstorming + research	Free-form requests + joint brainstorming + research
Proactive monitoring of integration usage and errors	Self-service	Included	Included	Included
Project team hours/ month	10	20	30	40
Integration engineer hours/ month	10	20	30	40
Ongoing customer success
Tech support first response time	Up to 2 hours	Up to 30 min	Up to 15 min	Up to 5 min
Submission of technical issues	Via support	"Via support + Project manager"	"Via support + Project manager"	"Via support + Project manager"
Cadence calls with your CS team	1 call / month	2 calls / month	1 call / week + upon request	2 calls / week + upon request
Weekly reports with valuable insights and recommendations	—	—	Included	Included
CS team hours/ month	10	20	30	40

Implementation Phase

7. The Licensor’s implementation services shall include the following scope of work:

7.1. The Parties shall agree on detailed technical requirements for the Connectors and their functionality, including the list of Connectors, triggers, actions, data points, implementation timelines, and costs. The agreements shall be made via email or other electronic means of communication.

7.2. The Licensor shall develop API methods for the Connectors, including triggers, actions, data points, webhooks, authentication methods, and other functions needed to create and deliver the Connectors with the integration scenarios as per the Licensee’s requirements.

7.3. The Licensor shall implement the Connectors via iFrame. The Parties shall agree on the iFrame interface design and mockup via email or other means of communication. The Licensor shall build and customize the iFrame in accordance with the design mockup the Parties agreed upon.

7.4. The Licensor shall create integration templates (Solutions) for the requested Connectors.

7.5. The Licensor shall set up test users and perform test operations for the developed triggers and actions, including exchanging data between the Licensee’s Software and third-party cloud applications through the Product, to ensure that the Connectors are error-free and work in accordance with the Licensee’s technical requirements and industry quality standards.

7.6. The Licensee shall provide the Licensor with a test environment and access to the Licensee’s test accounts with all necessary access levels and rights to make possible full testing of each Connector and deployment to the Licensee environment.

7.7. The day following the receipt of the upfront payment for the subscription under the Quote shall be considered the starting date for the implementation.

7.8. Upon completion of the implementation services, the Licensor shall send a confirmation of implementation letter to the Licensee via email or other electronic means. The services rendered shall be deemed accepted by the Licensee and the Connectors shall be deemed implemented after (i) receipt of a confirmation letter (email) from the Licensee on the date of receipt of reply from the Licensee, or (ii) in case the Licensee does not reply and at the same time does not send any additional requests or complaints in regard to the implementation within five (5) business days from the day of receipt of the confirmation of implementation letter from the Licensor — i.e., on the 6th business day after confirmation of implementation was sent by the the Licensor.

7.9. The Launch date is considered the date on which the Licensee accepts the implementation services.

7.10. The default implementation scope shall include the number of man-hours per month for the services of the Albato integration engineers and project team, according to the SLA table in clause 6.6.

7.11. The Licensor shall implement the Product to the extent limited to the core capabilities and features of the Albato platform (Core Product) available on the date of the signing of the Quote, including the connectors listed in the Albato app library, built-in capabilities of the Albato App Integrator, iFrame, Solution Builder, and other tools that are inherent to the Albato platform. If the Licensee requests to implement extra features or functionality that fall outside of the Core Product and that, in turn, would require the Licensor to execute custom development to make significant changes to the Product front or backend, the Licensor shall charge the Licensee $30 per hour for the custom development. The same hourly rate will be charged if the implementation scope exceeds the amount of the inclusive implementation hours outlined in the SLA table in Clause 6.6.

Payments

8. Monthly remuneration shall be paid to the Licensor as follows:

8.1. The Licensee shall pay the Fixed Fee on or before the 10th day of the current payable month.

8.2. The Licensee shall pay the Variable Fee on or before the 15th day following the end of the payable month. To determine the Variable Fee, the Licensor shall issue an invoice to the Licensee on or before the 5th day of the month following the payable month. The Licensee shall check whether the invoice is accurate within five (5) days of receipt and then settle the invoice or ask the Licensee for additional information to check whether the calculations are correct.

9. The Licensee shall be deemed to have fulfilled its payment obligations as soon as the funds are credited to the Licensor's bank account.

10. When a payment is late, the Licensor may recover 10% of the amount in annual arrears, to be counted daily, as liquidated damages. Liquidated damages will not be recovered unless there is a written letter of claim lodged by the Licensor.

Term and Termination

11. The term of this Agreement shall commence on the date of the signing of the Quote (“Effective Date”) and shall continue in full force and effect as described by this Agreement for a period of 12 (twelve) months or for the period specified in the Quote.

12. This Agreement shall be automatically renewed on a yearly basis unless either party terminates it with written notice 30 days prior to the end of the twelve (12) month term.

Warranties

13. Each Party represents and warrants to the other the following:

13.1. It has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder.

13.2. The execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound.

13.3. When executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party according to its terms.

13.4. Such Party acknowledges that the other Party makes no representations, warranties, or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.

Additional Provisions

14. Force Majeure. If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.

14.1. The term "Force Majeure" shall include, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, illness, injury, earthquake, general unavailability of essential materials, orders of military or civil authority, national emergencies, riots, strikes, lock-outs, work stoppages, or other labor disputes or supplier failures.

14.2. The Party excused by such events shall use all reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.

14.3. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, subsidiaries, or affiliates.

15. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in e-writing and addressed to the Party to be served at the respective email addresses set forth herein and shall be sent via email.

16. Entire Agreement. This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.

17. Waiver of Contractual Rights. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

18. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify, or construe the scope or extent of the provisions of this Agreement to which they may be related. Such headings are not part of this Agreement and shall not be given any legal effect.

19. Amendments. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.

20. Severability. If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

21. Assignment. Assignment of the Agreement or any right thereunder is prohibited, unless approved by the other Party in writing in advance.

22. This Agreement shall be governed by Cyprus laws[4], and all disputes shall be resolved through negotiations. In case of the failure to resolve disputes and disagreements through negotiations, the dispute shall be referred to the Cyprus courts[4]. The Licensor's liability hereunder shall be limited to the amount of the fee paid by the Licensee for the first billing period, except that nothing shall limit liability for a breach that caused death or personal injury. This Agreement is legally binding upon the Parties. This Agreement shall supersede all previous negations, agreements and correspondence between the Parties in regard to its subject matter.

VERSION[3] Text of the Agreement dated May 01, 2023

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[1] The Albato cloud-based integration platform “Albato Embedded” developed and owned by the Licensor, designed to be incorporated in the Licensee’s product and exchange data between cloud applications

[2] A dynamic HTML page that is embedded inside the Licensee’s Application, allowing the inclusion of dynamic content from external sources

[3] The relevance and version of the Agreement are determined by the moment of signing the Agreement with an e-signature and payment for the Services.

[4] Unless stated otherwise in another document which the Parties agree takes precedenve over this Agreement.