EULA

CODEE SOFTWARE END USER LICENSE AGREEMENT - PROFESSIONAL EDITION

Rev. February 2025

Important: Please read this document carefully before downloading, copying or
using the licensed software. This end user license agreement ("EULA") is a legal
agreement between you and the entity you represent, the licensee ("you"), and
Appentra Solutions S.L. ("Codee") for the licensed software, associated media,
printed material, electronic documentation or any portion thereof ("Software").
Codee is willing to license the Software to you only upon the condition that you
accept all of the terms contained in this EULA. Subject to the negotiated
changes set out in the Annex of agreed amendments to the Codee EULA by the
parties which prevail, the following terms of this EULA shall apply.

By downloading, installing, copying or otherwise using this Software, you accept
all of the terms of the EULA. You further agree that your employees / any person
you authorize to use this Software will also be bound by the terms and
conditions of this EULA. If you do not agree to the terms of this EULA, do not
download, install, copy or otherwise use this Software.

PERMITTED USES

This Professional Edition License is only available for internal commercial
evaluation, testing and production purposes ("Permitted Uses"), and this does
not include any use of the Software through making it available to third
parties. However, you may contact Codee for a specific license to use the
Software for your software development activity for third parties. This
communication should be sent to the following e-mail address: sales@codee.com.

GENERAL LICENSE CONDITIONS

1. DEFINITIONS

"Activation File or Key" means the specific code, file or system (local or
remote) to enable use of the Software according to the licensing terms expressly
indicated in the Quote.

"Computer" means a computer server, desktop, laptop, notebook, netbook or
similar computer owned by and/or in the control of the Licensee (including
remote control in cloud servers);

"Documentation" means the documentation concerning the Software supplied by the
Licensor to the Licensee with the Software;

"Effective Date" means the initiation date of the license according to the
licensing terms expressly indicated in the Codee Quote, provided that this EULA
has been previously and explicitly agreed by the Licensee;

"Force Majeure" means an event, or a series of related events, that is outside
the reasonable control of the party affected (including failures of or problems
with the internet or a part of the internet, power failures, industrial disputes
affecting any third party, changes to the law, disasters, explosions, fires,
floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual and industrial property
rights wherever in the world, whether registered or unregistered, including any
application or right of application for such rights (and the "intellectual
property rights" referred to above include copyright and related rights,
database rights, confidential information, trade secrets, know-how, business
names, trade names, trademarks, service marks, passing off rights, unfair
competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs);

"License" means the license to use the Software, granted under Clause 2 of this
EULA;

"License Fee" means the amounts agreed to be paid by Licensee or its agent for
use of the Software pursuant to the License and the relevant Quote;

"License Scope": means the specific access to and use of the Software which
allows using the Software according to the licensing terms as expressly
indicated in the Quote;

"Licensed Business Unit" means any corporate division, area or affiliate of a
corporate group, identified in the Quote, to which the Licensed Users are
affiliated or attributed and work. If your intended Licensed Users are in more
than one business unit (e.g. if they are in separate affiliates within a
corporate group), you need a separate License for the Licensed Users in each
Business Unit.

"Licensed User" means a person belonging to a specific Business Unit invoking an
analysis with the Software from the command line or user interface (including
but not limited to IDE extensions) or making usage of the analysis to
modify/amend the code as a result of the analysis of the code base with the
Software. Note: a management recipient receiving summary reports resulting from
the use of the Software and not using such information for making any software
development changes is not considered to be a required Licensed User. In the
event that you subcontract any software development, you may request the
Licensor to authorise an external Licensed User for access and use of the
Software under your License.

"Licensee" means the licensee of the Software under this EULA, indicated in the
Quote; also "You";

"Licensor" means APPENTRA SOLUTIONS, S.L. ("Codee") a limited company
incorporated in accordance with the Spanish Legislation, holder of Spanish
Taxpayer Number B70340872 having its registered office at Paseo Marítimo de
Cambre 22b, 15679 Cambre, A Coruña (Spain), recorded in the Commercial Registry
of A Coruña, Volume 3460, Folio 171, Sheet No. C-49,035.

"Quote" means the online or offline quote or other document issued by Codee or
its resellers, agreed between Codee or its resellers and Licensee and that
incorporates this EULA, setting out the number of Licenses, License types,
License fees (if any), Trial Period (when relevant) and other relevant technical
and commercial conditions of this EULA.

"Permitted Purpose" means your own internal commercial production purposes, and
this does not include any use of the Software through making it available to
third parties or providing software services for third parties. You may not use
the Software yourself for developing software programs for third-parties, and if
this is your situation, please contact Codee for an appropriate software
developer license.

"Software" means the Codee Software as set out in your Quote, but does not
include Upgrades unless these are indicated in the Quote.

"Upgrade" means an update, enhancement, improvement or patch to the Software
supplied by the Licensor.

"Trial Period" means a fixed period during which the user may trial the Software
without charge.

2. SCOPE OF LICENSE

Subject to the terms of this EULA, Codee grants to you a limited, non-exclusive,
non-transferable license, without right to sub-license, for the term set forth
in the relevant Quote, to install and use the Software in accordance with this
EULA, the Quote and any other written agreement with Codee and/or its resellers,
in your premises, for the number of concurrent Licensed Users and Business Units
set out in the Quote, and for Permitted Purposes only.

For clarity, nothing in this EULA grants rights to or governs use of the Codee
Formatter, which is licensed separately under its own EULA. Where both products
are used together, each respective EULA shall apply to its corresponding
software.

Codee does not transfer the title of the Software to you. The license granted to
you is not a sale; instead, it is only licensed for your use, strictly in
accordance with this EULA and the relevant Quote.

You agree that the Software shall not be copied, shared, distributed (except
within the same Business Unit and to the extent permitted herein and the
relevant Quote), re-sold, offered for re-sale, transferred or sub-licensed in
whole or in part, except that you may make one copy for backup and archive
purposes only. For information about the authorization and the conditions of
distribution of the Software you can contact Codee.

Trial Period terms: In the event you are granted a Trial Period or other free
evaluation trial of the Software, the terms of this EULA apply to your access
and use of the Software, except those as to payment. At the end of evaluation or
Trial Period, you must remove and delete all copies of the Software unless you
have agreed for and paid for a new License under a new Quote.

3. USER AGREEMENT

3.1. Use and Licensee Fee

As an express condition of your License to use the Software, it is limited to
the License type purchased by you and subject to payment of the relevant License
Fee and other charges as defined in the relevant Quote. Licensee agrees to pay
all Licensee Fees as and when due, under the Quote. To receive and use an
Upgrade, the Licensee must pay the applicable fees for that Upgrade and the
Upgrade shall be deemed Software. Codee or its resellers shall issue to the
Licensee an Activation File for the Software, and for Upgrades. The Licensee is
entirely responsible for any and all uses of the Software and all charges
incurred from use of the Software.

3.2. Use Restrictions

Use of the Software means that you have downloaded, installed, and/or run the
Software on a Computer or similar device.

Each License of the Software may be used only by the number of Licensed User(s)
in the Licensed Business Units, as defined in the relevant Quote. Licensee shall
use the Software in compliance with all applicable laws (which includes, without
limitation, U.S. and E.U. export control laws and regulations) and not for any
unlawful purpose.

Licensee may not

a) modify, adapt, create derivative works, reverse-engineer, decompile or
   attempt in any manner to obtain the source code of the Software through
   current or future available technologies;
b) transfer or reassign a user License in such a manner that enables multiple
   users to share such License in excess of the authorized quantity of user
   Licenses;
c) remove any copyright, trademark or other proprietary notice from the
   Software;
d) alter or circumvent any Activation File, similar form of license key or any
   other restrictions or limitations on Software access or use.

Licensee may make one copy of the Software for backup purposes. Other users may
not use your copy of the Software.

Licensee shall maintain reasonable technical and procedural access controls and
system security to safeguard the Software and Documentation and shall be
directly responsible for any violations of this EULA by anyone that it has
allowed to access the Software.

The assignment, sublicense, networking, sale, loan or rental, or distribution of
copies of the Software, or transfer of its use or otherwise making it available
to third parties, are strictly forbidden without the prior written consent of
Codee. If any person other than the Licensee's authorised users has access to or
uses the Software registered in the Licensee's name, regardless of whether it is
at the same time or different times, then this EULA is being violated and the
Licensee is responsible for that violation.

3.3. Confidentiality and Copyright Restrictions

This Software contains copyrighted material, trade secrets and other proprietary
material. You shall not, and shall not attempt to, modify, reverse engineer,
disassemble or decompile the Software, and you shall procure that your users do
not do this either. Nor can you or your users create any derivative works or
other works that are based upon or derived from the Software in whole or in
part.

Codee's name, logos and graphics file that represent the Software shall not be
used in any way to promote products developed with the Software.

Codee retains sole and exclusive ownership of all right, title and interest in
and to the Software and all Intellectual Property Rights relating thereto.
Copyright law and international copyright treaty provisions protect all parts of
the Software, products and services. No program, code, part, image, audio
sample, or text may be copied or used in any way by the user except as intended
within the bounds of the License type set forth in the relevant Quote. All
rights not expressly granted hereunder are reserved for Codee.

4. LIMITATION OF RESPONSIBILITY

Licensee will indemnify, hold harmless, and defend Codee, its employees,
officers, directors and agents against any and all claims, proceedings, demands
and costs resulting from or in any way connected with Licensee's breach of this
EULA and the relevant Quote.

Codee will indemnify, hold harmless, and defend Licensee, its employees,
officers, directors and agents against any and all claims, proceedings, demands
and costs resulting from or in any way connected with Codee's breach of this
EULA or Quote confidentiality obligations.

To the maximum extent permitted by applicable law, in no event will either Party
or its directors, officers or employees be liable for any indirect damages
whatsoever (including, without limitation, damages for loss of profits, loss of
use, business interruption, loss of information or data, or pecuniary loss, and
other forms of loss referred to as special or punitive damages), in connection
with or arising out of or related to this EULA, or related to use or inability
to use the Software.

Codee's entire liability, other than for fraud or gross negligence or willful
misconduct and death or personal injury, breach of confidentiality obligation or
any other case where liability is mandatory at law, is limited to direct damages
which are limited to the reimbursement of the License Fees paid in the last
twelve (12) months in exchange for the return or destruction (certified in
writing by the Licensee) of all copies of the Software, documentation, and all
associated materials licensed to Licensee.

5. WARRANTIES

Codee represents and warrants for the period of the License that the Software
will operate substantially in accordance with its Documentation, and that
technical support services will be provided diligently and professionally to
correct errors. As sole remedy for this warranty, Codee will provide the
technical support services set out in clause 8. Codee will have no liability for
any warranty claim, or any obligation to correct any defect or problem with the
Software, to the extent that it arises out of: (i) any use of the Software not
in accordance with the Documentation; (ii) any unauthorized modification or
alteration of the Software; or (iii) any use of the Software in combination with
any Licensee or third-party software or hardware not specified in the
Documentation.

This Software is experimental and subject to constant evolution. Except as
expressly stated here and in Clause 8, to the maximum extent permitted by
applicable law, Codee makes no representation or warranties in respect of this
Software and expressly excludes all other warranties, expressed or implied, oral
or written, including, without limitation, any implied warranties of
merchantable quality, fitness for a particular purpose or non- infringement.
Codee does not warrant that the Software will be entirely free from defects or
operate uninterrupted or error free.

6. IP INDEMNIFICATION

Codee agrees to defend, indemnify, and hold you harmless against any damages,
cost and reasonable expenses arising out of any substantiated third-party claim
that the Software infringes or misappropriates any copyright, trademarks,
patents, or trade secret of that third party (an "Infringement Claim"), provided
that:

a) You notify Codee within five (5) business days after receipt of notice of any
   Infringement Claim
b) You give Codee sole control of, and cooperate with Codee in (at Codee's
   reasonable expense) the defence thereof, or of any related settlement
   negotiations; provided, however, that any settlement or compromise which
   requires you take any affirmative action other than payment of money for
   which Codee provides indemnification hereunder, shall require your prior
   written approval; and
c) If any Infringement Claim is made or (in Codee's sole judgement) is likely to
   be made, Codee may, at its discretion i) obtain your right to use the
   Software, or ii) modify or replace the affected parts of the Software,
   provided the performance, and features thereof are not adversely affected in
   any material manner.

Codee has no obligation in respect of any Infringement Claim:

a) that arises from your use of a prior version or release of the Software
   subsequently replaced by a newer version which would not have caused rise to
   the same Infringement Claim, and
b) if it arises solely from i) modification of the Software by any entity or
   person other than Codee or its contractors, or ii) use of the Software in
   combination, operation, or use with any product, data, or apparatus not
   supplied by Codee and/or not specified or contemplated by the Documentation
   or operating instructions of the Software, or iii) use of the Software in a
   manner not authorized or contemplated by either the operating instructions of
   the Software, by this EULA, the Documentation or by other instruction issued
   by Codee, or iv) claims of infringement of any intellectual property in which
   you have an interest.

Codee shall not have any indemnification obligation hereunder with respect to
any such claim or action not brought within two (2) years after the cause of
action accrued. The foregoing states the entire obligation of Codee with respect
to Infringement Claims and is subject to the limitation of liability. Codee's
total liability in connection with the above-described infringement shall in no
case exceed the License Fees paid by the Licensee in the last twelve (12)
months.

7. TERM OF EULA AND TERMINATION

This EULA will come into force on the Effective Date and shall continue until
the end of the license period as set out in the Quote ("Initial Term") unless
terminated earlier in accordance with this Clause and unless otherwise agreed
with the Licensee. Other than Trial Periods, at the end of the Initial Term (and
each Renewal Term), the License will automatically renew for successive periods
("Renewal Term") as indicated in the relevant Quote or otherwise by default one
(1) year, unless Licensee provides at least thirty (30) days" advance written
notice prior to the commencement of the Renewal Term.

Codee may terminate this EULA in case of Force Majeure which lasts for more than
sixty (60) days, or if Licensee is in default of any of the terms and conditions
of this EULA and fails to correct such default within thirty (30) days after
written notice thereof from Codee and/or its resellers.

Upon termination of this EULA for any reason, the Licensee must immediately
cease use of the Software and destroy all copies of the Software, associated
Documentation and Activation Files supplied under this EULA. Termination of this
EULA or any Software licenses shall not prevent either Party from pursuing all
available legal remedies, nor shall such termination relieve Licensee's
obligation to pay all fees, if any, that are owed as of the effective date of
termination. All provisions of this EULA relating to Codee's ownership of the
Software, limitations of liability, disclaimers of warranties, confidentiality
(for the time periods specified in this EULA), waiver, audit and governing law
and jurisdiction, will survive the termination of this EULA.

8. TECHNICAL SUPPORT

Licensor and its resellers will provide to Licensee technical support with
respect to the Software according to Service Levels set out in Annex hereto and
the relevant Quote.

9. NON-ASSIGNMENT

This EULA and the License granted by it may not be assigned, sublicensed, or
otherwise transferred by Licensee, not even within the Licensee's corporate
group, without the prior written consent of Codee.

10. CONSENT OF USE OF DATA

Codee will process the data subject's identification, contact and professional
data in compliance at all times with the Organic Law 3/2018, of December 5,
2018, on the Protection of Personal Data and guarantee of digital rights, with
the General Data Protection Regulation and with any other applicable regulation.

The indicated data will be processed in order to comply with the purposes
explained in this EULA. The basis for such processing will be the contractual
performance.

The personal data will be kept for the time necessary for the execution of the
contract, as well as for the time necessary to ensure the Codee right of defense
in accordance with applicable law. The data will be processed by applying
technical and organizational security measures that ensure an adequate and
reasonable level of security in accordance with the current state of the art.

Personal data may be obtained from the data subjects directly or from Codee's
resellers. In addition, from time to time we may also transfer your personal
data to Codee's resellers for the purpose of enabling our reseller to provide
you with the levels of support set out in the SLA that accompanies this EULA or
for the purpose of collecting payment for the services or fulfilling any aspect
of the contract that you have entered into with Codee's resellers. No other
assignments will occur unless strictly necessary for the performance of this
EULA.

The data subject may exercise, to the extent applicable, the rights of access,
rectification or deletion, limitation of processing, opposition or portability
at the email address rgpd@codee.com. Likewise, they may file a complaint with
the Spanish Data Protection Agency if they deem it appropriate.

11. RECORDKEEPING, VERIFICATION AND AUDIT

While this EULA is in effect and for one (1) year after the effective date of
its termination, upon request by Codee but not more than once per calendar year,
Licensee shall conduct a self-audit of its use of the Software and, within ten
(10) business days after receipt of such request, submit a written statement to
Codee verifying that it is in compliance with the terms and conditions of this
EULA and Quote.

Codee shall have the right, on its own or through its designated agent or
third-party accounting firm, to conduct an on-premises audit of Licensee's use
and deployment of the Software for compliance with this EULA. Codee's written
request for audit will be submitted to Licensee at least fifteen (15) days prior
to the specified audit date, and such audit shall be conducted during regular
business hours and with the goal of minimizing the disruption to Licensee's
business. If such audit discloses that Licensee is not in material compliance
with the terms of this EULA, then Licensee shall be responsible for the
reasonable costs of the audit, in addition to any other fees or damages to which
Codee may be entitled under this EULA and applicable law.

12. MODIFICATION

Codee reserves the right to modify any of the terms and conditions of this EULA.
If Codee modifies this EULA, the user will be notified thirty (30) days in
advance. The appropriate modification will take place on the next renewal of the
License without prejudice to the Licensee's decision to terminate the EULA.

13. NO THIRD-PARTY BENEFICIARIES

The warranties and other obligations of Codee under this EULA run only to, and
for the sole benefit of, Licensee. Except as otherwise mandated by applicable
law, no other person or entity will be considered a third-party beneficiary of
this EULA or otherwise entitled to receive or enforce any rights or remedies in
relation to this EULA.

14. NOTICE

Any notice required to be given hereunder must be given in writing and delivered
by prepaid courier, by certified normal or digital mail, or by electronic means
with confirmation of the receipt by the receiving party, addressed to the
appropriate party as identified in the relevant Quote. In any case, Codee's
email address for delivery of notices by the Licensee is sales@codee.com.

15. COPYRIGHTS AND LICENSES FOR THIRD PARTY SOFTWARE DISTRIBUTED WITH THE
    LICENSED SOFTWARE

The terms and conditions of this EULA shall not apply to any third-party
software accompanying the Software which are specified in the following link:
https://codee.com/wp-content/uploads/Third_Party_Licenses.txt. Any such
third-party software is provided under the terms of the license agreement or
copyright notice accompanying such third-party software or as described in the
Third_Party_Licenses.txt notice file accompanying the Software. Codee makes no
representation, warranty, or other commitment regarding the third-party
materials, and hereby disclaims any and all liability relating to Licensee's use
thereof.

16. GOVERNING LAW AND JURISDICTION

This EULA shall be governed by the law of Spain but excluding any conflict of
law rules or the United Nations Convention on Contracts for the International
Sale of Goods. Licensee hereby irrevocably submits to the exclusive jurisdiction
of the courts of A Coruña, without prejudice to Codee's right to take action in
the courts of the domicile of the Licensee in the event of breach of license
conditions in clause 3 or non-payment, where the License is directly purchased
to Codee.

17. MISCELLANEOUS

Entire Agreement. This EULA is the complete statement of the mutual
understanding of the Parties and supersedes and cancels all previous written and
oral agreements and communications pertaining to the subject matter of this
EULA.

Language. The English language version of this EULA shall be the governing
version used when interpreting or construing this EULA.

Waiver. No term of this EULA will be deemed waived and no breach excused unless
such waiver or excuse shall be in writing and signed by the Party issuing the
same.

Publicity. Licensee hereby grants Codee the right to list Licensee as a customer
of Codee along with other customers in marketing materials such as the Codee
website, customer-facing presentations and press releases. There will be no
implied endorsements that are explicitly or implicitly referenced other than the
fact that the Licensee is a customer of Codee.

Severability. If any provision shall be considered unlawful, void or otherwise
unenforceable, then that provision shall be deemed severable from this License
and not affect the validity and enforceability of any other provisions.

Injunctive Relief: Notwithstanding anything to the contrary in this EULA, either
Party may at any time seek injunctive or interlocutory relief in a court of
competent jurisdiction in order to protect any urgent interest of such Party.

Form: The Parties agreed that this EULA may be in electronic or paper format,
both equally binding.

Rev. January 2025
Codee logos and trademarks are registered trademarks of Codee.

ANNEX 1 - SLA

Standard Service Level Agreement

For all licensed users, the following apply for availability of support
associated with Codee's software.

We would encourage all support requests to contact support@codee.com and provide
screenshots of the issue(s) so that the team can reproduce the issue and assist
further.

L1 - First Line Support

First level contact when receiving user cases on doubts, questions or technical
problems whether related with Software or not, product usage, installation of
the Software, post-installation configuration or development support.

Implies working directly with the User to diagnose Incidents and provide
resolution for routine incidents, for which help can be found in the Company
on-line knowledge system, on-line bug database, or attained through training and
experience

Provider: Codee or Reseller (*)

Expected Response Time: 24-48 hours from receipt of support request

L2 - Second Line Support

In-depth analysis of complex or unique incidents of Software to which a solution
could not be found by L1.

Includes questions about advanced functionality, advanced configuration or
product usage, and non-bug related technical problems.

Provider: Codee

Expected Response Time: 2-5 working days from point of escalation from L1

L3 - Third Line Support

Provision of Resolutions (including patches and bug fixes) Maintenance Packs,
and Upgrades to Support Versions of the Software.

Provider: Codee

Expected Response Time: 5-10 working days from point of escalation from L2

*L1 support will be provided by the Reseller from which the software license(s)
are purchased, if that is the case.

Email first line support

- Monitored and acknowledged - 7:00am to 5:00pm (Central European Time), Monday
  to Friday (business days, excluding national and regional holidays in Galicia,
  Spain).
- Support requests received out these hours will be responded to during the
  following day.

Standard Support is provided via email, online meeting or outbound call,
depending upon the issues. Should your requirements for support be over and
beyond our standard terms, we can assist with premium support and pricing is
available on request.

Users that are no longer on a valid Support Service, may pay for a one-off
instance of assistance or renew the Support agreement. Please contact
support@codee.com.
