Common use of SOFTWARE LICENSE AND SERVICE AGREEMENT Clause in Contracts

SOFTWARE LICENSE AND SERVICE AGREEMENT. Access to the ArchiFM Software: During the Term (as defined below) and subject to the terms and conditions of this Agreement, Tungsram IS shall provide you a license to use the suite of applications/software operated under the brand “ArchiFM” that is a computer aided facility management (CAFM) software, which allows individual operations to manage their buildings and/or building portfolio using specifically designated application/software modules (together referred to as the “ArchiFM Software or Software”). Your use of the ArchiFM Software shall be subject to the Scope of Services set forth in the following link: link (the “Scope of Services”). In the event of a conflict between the terms of this Agreement and the terms of the Scope of Services, this Agreement shall prevail. Access to Cloud Service: Terms related to our Cloud Services are set forth in the following Tungsram Is Cloud Services Agreement: see details at link License: This Agreement constitutes a non-exclusive software license and/or software as a service on cloud infrastructure for you, the End-user, to use (i) the enclosed product consisting of a computer program delivered on one or several DVDs and accompanying documentation and packaging (called the “On-Premise Software “) or (ii) the cloud services defined in Tungsram Is Cloud Services Agreement, see details at link containing the Software license and the hosting Services thereto (called the “Cloud Service”). The Software can be licensed as an On-premise Software or a software included in our Cloud Service. In both cases the Software is licensed, not sold, to you for your own use under the terms and conditions of this Agreement. In the case of On-Premise Software, you own the media on which the Software is recorded, but not the Software itself, which remains the property of Tungsram IS. In the case of Cloud Services, you receive an infrastructure service from Tungsram IS. The Software is an original work and protected by copyright laws protecting the author’s rights and intellectual property, Tungsram IS reserves all rights to any reproduction of the Software including its documentation, logos, trademarks, icons and interface in whole or in part. * You may use the On-Premise Software on a single computer (CPU) uniquely as the End-user and for your own personal use. You are expressly prohibited from diffusing or commercializing the Software either alone or as part of another product. * You may make one copy of the On-Premise Software in machine-readable form as a back-up. You may not copy the written materials accompanying the Software. * Your use of ArchiFM Software Services shall be subject to the service level agreement in Exhibit B. PLEASE NOTE THAT IN CASE THE LICENSE HAS BEEN PURCHASED AT A SPECIAL DISCOUNT RATE, SPECIAL CONDITIONS MAY APPLY SET FORTH IN A SEPARATE AGREEMENT WITH TUNGSRAM IS. * You may not sell, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software nor transfer it by network for commercial use, either in whole or in part, without a specific license from Tungsram IS to do so. * You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software (code or protection device) to a humanly perceivable form for any purposes whatsoever. * You are expressly prohibited from adapting, translating or creating any derivative works based in whole or in part on the Software. Tungsram IS provides support to the On-Premise Software as from the day of purchase until the same day of the next year calculated from the purchase day. Tungsram IS provides support for its Cloud Service Users as well, during the whole term of the service (Support Period). During the Support Period Tungsram IS makes available maintenance service whereby You may obtain upgrades, updates, error corrections and other support for your Software free of charge or for an agreed support service fee, as appropriate. Software updates required by changes of law are provided free of charge. Service Level Availability and for-a-fee updates and upgrades are set forth in the Support Service Agreement. Support of a certain version of the Software is available until Tungsram IS withdraws the support of that version. At the time of withdrawal of support, you will have to switch to a supported Software version, if you would like to continue to use our support services. * This Agreement remains in effect until it is terminated. Termination by Tungsram IS. Tungsram IS may terminate this Agreement immediately by sending written notice of termination to you if: (a) any representation or warranty contained herein made by you is shown to be untrue in any material respect as of the date made; (b) You default or fail to perform any of your obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after written notice thereof from Tungsram IS (or, if the violation, default or failure relates to a failure to pay, if such violation, default or failure is not cured within ten (10) days after written notice thereof from Tungsram IS). Termination by you. You may terminate this Agreement immediately by sending written notice of termination to Tungsram IS if: (a) any representation or warranty contained herein made by Tungsram IS is shown to be untrue in any material respect as of the date made; or (b) Tungsram IS defaults or fails to perform any of its obligation or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after written notice thereof from you. You may furthermore terminate this Agreement at any time, with or without cause, upon ninety (90) days prior written notice. Termination for Insolvency. Either party may terminate this Agreement for cause by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for the other party or its property; (ii) the other party makes a general assignment for the benefit of its creditors; (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which in the case of involuntary proceedings are not dismissed within sixty (60) days; or (iv) the other party is liquidated or dissolved.

SOFTWARE LICENSE AND SERVICE AGREEMENT. Access to the ArchiFM Software: During the Term (as defined below) and subject to the terms and conditions of this Agreement, Tungsram IS shall provide you a license to use the suite of applications/software operated under the brand “ArchiFM” that is a computer aided facility management (CAFM) software, which allows individual operations to manage their buildings and/or building portfolio using specifically designated application/software modules (together referred to as the “ArchiFM Software or Software”). Your use of the ArchiFM Software shall be subject to the Scope of Services set forth in the following link: link services selected by you (the “Scope of Services”). In the event of a conflict between the terms of this Agreement and the terms of the Scope of Services, this Agreement shall prevail. Access to Cloud Service: Terms related to our Cloud Services are set forth in the following Tungsram Is Cloud Services Agreement: see details at link Annex I. License: This Agreement constitutes a non-exclusive software license and/or software as a service on cloud infrastructure for you, the End-user, to use (i) the enclosed product consisting of a computer program delivered on one or several DVDs and accompanying documentation and packaging (called the “On-Premise Software “) or (ii) the cloud services defined in Tungsram Is Cloud Services Agreement, see details at link Annex II. containing the Software license and the hosting Services thereto (called the “Cloud Service”). The Software can be licensed as an On-premise Software or a software included in our Cloud Service. In both cases the Software is licensed, not sold, to you for your own use under the terms and conditions of this Agreement. In the case of On-Premise Software, you own the media on which the Software is recorded, but not the Software itself, which remains the property of Tungsram IS. In the case of Cloud Services, you receive an infrastructure service from Tungsram IS. The Software is an original work and protected by copyright laws protecting the author’s rights and intellectual property, Tungsram IS reserves all rights to any reproduction of the Software including its documentation, logos, trademarks, icons and interface in whole or in part. License terms: * You may use the On-Premise Software in the following ways as the End-user: * In case of ▇▇▇▇▇▇▇.▇▇▇ web-based application the licensing is based on the number of the active user sessions (so called concurrent licensing model) * In case of ArchiFM mobile application the licensing is based on the number of unique devices running our application (so called named user licensing model) on a single computer (CPU) uniquely as the End-user and for your own personal use. You are expressly prohibited from diffusing or commercializing the Software either alone or as part of another product. * You may make one copy of the On-Premise Software in machine-readable form as a back-up. You may not copy the written materials accompanying the Software. * Your use of ArchiFM Software Services shall be subject to the service level agreement in Exhibit B. * Tungsram IS monitors the actual license usage and in case of over usage you are obliged to purchase additional licenses. PLEASE NOTE THAT IN CASE THE LICENSE HAS BEEN PURCHASED AT A SPECIAL DISCOUNT RATE, SPECIAL CONDITIONS MAY APPLY SET FORTH IN A SEPARATE AGREEMENT WITH TUNGSRAM IS. Restrictions: * You may not sell, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software nor transfer it by network for commercial use, either in whole or in part, without a specific license from Tungsram IS to do so. * You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software (code or protection device) to a humanly perceivable form for any purposes whatsoever. * You are expressly prohibited from adapting, translating or creating any derivative works based in whole or in part on the Software. Support: Tungsram IS provides support to the On-Premise Software as from the day of purchase until the same day of the next year calculated from the purchase day. Tungsram IS provides support for its Cloud Service Users as well, during the whole term of the service (Support Period). During the Support Period Tungsram IS makes available maintenance service whereby You may obtain upgrades, updates, error corrections and other support for your Software free of charge or for an agreed support service fee, as appropriate. Software updates required by changes of law are provided free of charge. Service Level Availability and for-a-fee updates and upgrades are set forth in the Support Service Agreement. Support of a certain version of the Software is available until Tungsram IS withdraws the support of that version. At the time of withdrawal of support, you will have to switch to a supported Software version, if you would like to continue to use our support services. Termination: * This Agreement remains in effect until it is terminated. Termination by Tungsram IS. Tungsram IS may terminate this Agreement immediately by sending written notice of termination to you if: (a) any representation or warranty contained herein made by you is shown to be untrue in any material respect as of the date made; (b) You default or fail to perform any of your obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after written notice thereof from Tungsram IS (or, if the violation, default or failure relates to a failure to pay, if such violation, default or failure is not cured within ten (10) days after written notice thereof from Tungsram IS). Termination by you. You may terminate this Agreement immediately by sending written notice of termination to Tungsram IS if: (a) any representation or warranty contained herein made by Tungsram IS is shown to be untrue in any material respect as of the date made; or (b) Tungsram IS defaults or fails to perform any of its obligation or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after written notice thereof from you. You may furthermore terminate this Agreement at any time, with or without cause, upon ninety (90) days prior written notice. Termination for Insolvency. Either party may terminate this Agreement for cause by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for the other party or its property; (ii) the other party makes a general assignment for the benefit of its creditors; (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which in the case of involuntary proceedings are not dismissed within sixty (60) days; or (iv) the other party is liquidated or dissolved.