CHATWMS END USER LICENSE AGREEMENT

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE WESBITE. PLEASE READ IT CAREFULLY.

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

BY accessing or using the Platform, YOU AGREE TO BE BOUND BY THE EULA. IF YOU DO NOT WISH TO BE BOUND BY THE EULA, PLEASE do not access or use the platform. YOUR REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH the platform IS CONTAINED WITHIN THIS AGREEMENT. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THE EULA BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE or access OF the platform.

YOU AGREE TO THE TERMS AND CONDITIONS OF THE EULA WHEN YOU ACCESS OR USE THE PLATFORM: By accessing or using the Platform in any way, you agree to and are bound by the terms, conditions, policies, and notices contained within this agreement (an end-user license agreement), the EULA (defined in Section 23), including any transaction arising from or related to subscription services and/or use or access of the Platform.

For the purposes of the EULA, the terms “you” and “your” means any Subscriber and any Authorized User who accesses or uses the Platform in any way.

“Cellaware” means Cellaware Technologies, LLC, a limited liability company organized and existing under the laws of the State of Texas, the owner of the Platform and provider of the Platform.

The Platform (defined in Section 23) also known as ChatWMS is an online software as a services platform within the websites owned and operated by Cellaware that is available to commercial warehouse subscribers (with a valid and active subscription) through the use of a cloud hosted application which can connect your Warehouse Management System (WMS) to allow you to have a direct conversation with your warehouse data using natural language and may also include other services that are offered on the Platform from time to time.

1 – Your Account

If you use the Platform, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Cellaware is not responsible for third party access to your account that results from theft or misappropriation of your account. Cellaware reserves the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. Your use of the Platform is subject to Cellaware's Privacy Policy.

2 – Accuracy, Completeness, and Timeliness of Information

The Platform interacts with warehouse data provided by you. Cellaware is not responsible if information made available on the Platform is not accurate, complete, or current. You understand that your content and/or information may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3 – Limited License Grant

Cellaware hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Platform solely for Subscriber's internal business purposes, according to the provisions contained herein and subject to terms and conditions of any subscription agreement between Cellaware and Subscriber. You are not permitted to lease, rent, distribute, sell, or sublicense access to the Platform or any rights therein. You also may not use the Platform in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Platform (source code). The EULA does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Platform.

Cellaware acknowledges that your data, information, and content submitted or transmitted by you or on your behalf of through the Platform is owned by you. You grant Cellaware a non-exclusive, royalty-free, worldwide license to use and display such data, information, and content as necessary to provide functionality to the Platform. Cellaware may collect and compile anonymized data and information related to your use of the Platform (“Aggregated Statistics”). All rights and intellectual property in Aggregated Statistics are owned solely by Cellaware. You agree that Cellaware may publicly share and use Aggregated Statistics in compliance with applicable Laws, provided they do not identify you. Please review Cellaware’s privacy policy at www.cellaware.com/chatwms-privacy-policy, which also governs the Platform and informs users of our data collection practices.

4 – No Assignment

You agree not to transfer or assign the access to the Platform and/or the EULA to another party without the prior written consent of Cellaware. If such consent is given and you transfer or assign access to the Platform and/or the EULA, then you must at the same time either transfer any copies of the Platform and Documentation to the same party, or destroy or return to Cellaware any such materials not transferred. Except as set forth above, you may not transfer or assign access to the Platform or rights under the EULA.

5 – No Modification

You agree that you have no right, power, or authority to reproduce, reverse engineer, decompile, disassemble, modify, create derivative works, or otherwise copy the Platform for any reason, or assist someone in performing such prohibited acts.

6 – Import/Export Restrictions

You are responsible for compliance with all Laws. You agree not to use the Platform in violation of any applicable Laws. You agree to indemnify Cellaware from liability if you violate any such applicable Laws.

7 – Title to the Platform

You agree that Cellaware owns and holds all right, title, and interest to the Platform, and any copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Platform shall remain with Cellaware, including, without limitations, all corrections, enhancements, or other modifications made thereto. The Platform is protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to you under the EULA are reserved by Cellaware.

8 – Term and Termination

The term and Termination of the EULA is governed by the separate subscription agreement between Subscriber and Cellaware.

The EULA commences on the date you first use or access the Platform and will remain in effect for the subscription term purchased by the Subscriber, subject to earlier termination as described below. Upon any termination, all rights and licenses granted to you under the EULA will immediately cease, you agree to immediately discontinue all use and/or access to the Platform.

The EULA will automatically terminate without further notice upon the earliest of any of the following events and is subject to Section 9 - Survival of Terms:

a) Expiration or termination of the applicable Order Form between the Subscriber and Cellaware.

b) The termination of the subscription agreement between the Subscriber and Cellaware for any reason.

c) The Subscriber’s failure to comply with the terms and conditions of its subscription agreement with Cellaware.

d) Your breach of any terms or conditions within the EULA, including, without limitation, by engaging in any activity prohibited by Section 20 - Prohibited Uses.

e) You may terminate this license at any time by certifying to Cellaware, in writing, that you wish to terminate the license granted herein. Your license for the Platform will also terminate immediately if you fail to comply with any term or condition of the EULA, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately stop all use and/or access of the Platform. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of the EULA.

9 – Survival of Terms

The termination of this EULA shall not affect any rights or obligations that have accrued prior to termination. Furthermore, notwithstanding any termination of this EULA for any reason, the following provisions shall survive and remain in full force and effect indefinitely:

a) Indemnification: Your obligation to indemnify and hold Cellaware and its affiliates harmless from any claims arising out of your use of the Platform will survive indefinitely.

b) Disclaimer of Warranties: Cellaware's disclaimer of all warranties, whether express or implied, will survive indefinitely.

c) Limitation of Liability: The limitations on Cellaware's liability will survive indefinitely.

d) Intellectual Property Rights: The provisions concerning Cellaware's ownership of all intellectual property rights related to the Platform shall survive indefinitely.

e) Confidentiality: Any confidentiality obligations set forth in this EULA will survive in accordance with their terms.

f) Governing Law: Any provisions specifying the governing law and dispute resolution mechanism will survive.

g) Other Rights: any right, obligation, or required performance of you in the EULA which, by its express terms or nature and context is intended to survive termination or expiration of the EULA, will survive any such termination or expiration.

10 – Governing Law

The EULA will be governed by and interpreted according to the laws of the State of Texas, United States of America, without considering its conflicts of law principles. Both parties agree to the exclusive jurisdiction of the courts within Tarrant County, Texas for any disputes or matters arising from or related to the EULA.

11 – No Warranty

The Platform is provided "AS IS", and CELLAWARE expressly disclaims all other warranties, whether express, implied, or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement of third-party rights. CELLAWARE does not warrant that the operation of the Platform will be uninterrupted or error-free, or that the Platform will meet any particular criteria of performance or quality. This disclaimer of warranty constitutes an essential part of the EULA. No use of the Platform is authorized hereunder except under this disclaimer.

12 – Limitation of Remedies

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL CELLAWARE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL CELLAWARE BE LIABLE FOR ANY DAMAGES EVEN IF CELLAWARE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM CELLAWARE'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL CELLAWARE'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PLATFORM.

13 – Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Cellaware, along with its respective members, directors, officers, and employees, from any and all claims, suits, actions, demands, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) resulting from or arising out of: (i) Your use of the Platform; (ii) any content or data you submit, post, transmit, or make available through the Platform; (iii) your breach of the EULA; (iv) your violation of any applicable Laws or the rights of a third-party; or (v) your gross negligence or willful misconduct.

14 – Severability

In the event any provision of the EULA is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

15 – Entire Agreement

You further agree that the EULA is the complete and exclusive statement of the agreement between you and Cellaware, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Cellaware relating to the subject matter of this agreement.

16 – Export Restrictions

You agree to follow all applicable export laws and regulations. You represent and warrant that you are not designated on any denied-party or sanctions list maintained by the U.S. government. You agree that you may not use the Platform if you are designated on any denied-party or sanctions list maintained by the U.S. government or if you are located in an embargoed country or region as designated by the U.S. government.

17 – Waiver

Non-enforcement by Cellaware of any term or condition of the EULA shall not constitute a waiver. A waiver by Cellaware of compliance with any term or condition under the EULA shall not constitute a waiver of such term or condition at any other time or a waiver in the future of any other term or condition of the EULA.

18 – No Assignment

You may not assign or otherwise transfer its rights and obligations under the EULA. Any assignment without Cellaware’s consent shall be null and void. Cellaware may assign or otherwise transfer its rights and obligations hereunder to any entity which agrees to assume the obligations of Cellaware hereunder. Without limiting the foregoing, the EULA shall be binding upon the parties hereto and their heirs, successors, and permitted assigns.

19 – No Agency

The EULA does noes create any form of a partnership, joint venture, or agency relationship between you and Cellaware. Further, the EULA does noes create any form of a partnership, joint venture, or agency relationship between Cellaware and Subscriber.

20 – Prohibited Uses

You may not use the Platform or the Platform for any illegal or unauthorized purpose nor may you, in the use of the Platform, violate any applicable Laws. In addition to other prohibitions as set forth in the EULA, you are prohibited from using the Platform or its content: (a) for any unlawful purpose; (b) to engage in or solicit others to perform or participate in any acts in violation of any applicable Laws, including, without limitation, international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate Cellaware’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Platform.

21 - GOVERNING LAW; DISPUTE RESOLUTION

The EULA and any separate agreements between you and Cellaware shall be governed by and construed in accordance with the law of the State of Texas, U.S.A., without regard to principles of conflict of laws.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND CELLAWARE (INCLUDING ANY DISPUTE OVER THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THIS DISPUTE RESOLUTION PROVISION), OTHER THAN WITH RESPECT TO CLAIMS FOR INJUNCTIVE RELIEF, THE DISPUTE SHALL BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION COMMERCIAL ARBITRATION RULES. THE PLACE OF THE ARBITRATION SHALL BE IN FORT WORTH, TEXAS. IN THE EVENT THAT THERE IS ANY DISPUTE BETWEEN YOU AND CELLAWARE THAT IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION PURSUANT TO THE PRECEDING SENTENCE, OR IN THE EVENT THIS ARBITRATION PROVISION IS HELD UNENFORCEABLE OR INVALID BY A COURT OF COMPETENT JURISDICTION, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS LOCATED IN TARRANT COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS. YOU AGREE THAT THE EULA AND THE RELATIONSHIP BETWEEN YOU AND CELLAWARE SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND THE LAW OF THE STATE OF TEXAS (U.S.A.) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, CONSOLIDATION OF YOUR DISPUTE WITH OTHER ARBITRATIONS, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED AND ARE WAIVED BY YOU, AND AN ARBITRATOR WILL HAVE NO JURISDICTION TO HEAR SUCH CLAIMS. IF A COURT OR ARBITRATOR FINDS THAT THE CLASS ACTION WAIVER IN THIS SECTION IS UNENFORCEABLE AS TO ALL OR SOME PARTS OF A DISPUTE, THEN THE CLASS ACTION WAIVER WILL NOT APPLY TO THOSE PARTS. INSTEAD, THOSE PARTS WILL BE SEVERED AND PROCEED IN A COURT OF LAW, WITH THE REMAINING PARTS PROCEEDING IN ARBITRATION. IF ANY OTHER PROVISION OF THIS DISPUTE RESOLUTION SECTION IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THAT PROVISION WILL BE SEVERED WITH THE REMAINDER OF THIS SECTION REMAINING IN FULL FORCE AND EFFECT.

22 – Changes to the EULA

You can review the most current version of the EULA at any time on the platform. Cellaware reserves the right, at its sole discretion, to update, change or replace any part of the EULA by posting updates and changes to the Platform or, at its option, by sending a notice to the primary email address for your account. Your continued use of or access to the Platform following the posting of any changes to the EULA or notice to you via email constitutes acceptance of those changes.

23 – DEFINITIONS

23.1

“Authorized User” shall mean Subscriber's employees and independent contractors working for Subscriber at a Subscribed Warehouse in the ordinary course of Subscriber's business who are specifically authorized by Subscriber to access the Platform through an individual account in connection with Subscriber’s paid subscription for the Service pursuant to an applicable Order Form.

23.2

"Cellaware" means Cellaware Technologies, LLC, a limited liability company organized and existing under the laws of the State of Texas, the owner of the Platform and provider of the Platform.

23.3

"EULA" means this end-user license agreement and all terms, conditions, policies, notices, and agreements incorporated by reference herein or otherwise contained within this agreement which may be made available to you at https://www.cellaware.com/EULA and will govern the terms and conditions by which you use the Platform.

23.4

"Laws" means all applicable federal, state, local, and foreign laws, statutes, ordinances, directives, regulations, rules, tariffs, and court orders, including, but not limited to: those governing the processing, security, and privacy of personal data, including but not limited to, the EU General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA"); all United States and foreign export and import control laws, regulations, and orders, including the U.S. Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR"), as well as sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); all applicable laws related to the protection of intellectual property, trade secrets, and confidentiality; all applicable laws regarding consumer protection and online commerce; all applicable laws relating to anti-corruption, anti-bribery, and anti-money laundering; all laws, regulations, rules, and legal requirements that apply to your use of the Platform within your jurisdiction.

23.5

"Platform" (also known as ChatWMS) means the subscription-based, proprietary cloud-hosted software as a service hosted at the url: “chatwms.app”. This service connects to an end-user subscriber's Warehouse Management System (WMS) and uses natural language processing to provide a chat-based interface for interacting with and analyzing warehouse data.

23.6

"Subscriber" means the authorized party that obtained subscription access from Cellaware pursuant to the terms and conditions of a subscription agreement by and between such party and Cellaware.

23.7

"use" and "access" are defined as follows:

"use" refers specifically to the utilization of the subscription-based features of the Platform, including, without limitation, logging in, connecting to a Warehouse Management System (WMS), inputting or retrieving data, engaging in conversations with warehouse data, or otherwise employing the licensed functionality of the Platform in any way.

"access" means to visit, view, browse, or otherwise engage with any portion of the Platform, including, without limitation, publicly available content, via a web browser, API, or any other method.

23.8

“you” and “your” means anyone who accesses or uses the Platform in any way. If you are accessing or using the Platform on behalf of a company, organization, or another legal entity, then “you” and “your” includes that entity, and you represent and warrant that you are authorized to bind the entity to this EULA.

24 – Acknowledgement and acceptance of THE TERMS OF THE EULA

YOU ACKNOWLEDGE THAT YOU HAVE READ THE EULA IN ITS ENTIRETY, THAT YOU UNDERSTAND SUCH TERMS AND CONDITIONS, AND THAT YOU ACCEPT THE EULA, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE EULA. YOU FURTHER AGREE THAT THE EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CELLAWARE, WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN YOU AND CELLAWARE RELATING TO THE SUBJECT MATTER OF THE EULA. BY ACCEPTING THE EULA, YOU ALSO CERTIFY THAT YOU ARE IN COMPLIANCE WITH ALL LAWS APPLICABLE TO YOU.