General terms and conditions of sale of the software SLMA NextMeasure

1. DEFINITIONS

For the purposes of this Agreement, the Parties agree on the following definitions for each of the following terms, whether expressed in the singular or plural:

Client: legal or natural person acting as a professional subscribing to a Service.

Documentation: technical and information manuals related to the Software such as user manual, specifications manual, installation manual.

Data: item of information belonging to the Client and managed through the Software.

Client Shared Data: the data that is made available to Metrologic when the Client enables and validates certain functionalities in the Software.

Personal data: data relating directly or indirectly to a natural person.

Software: the program(s) provided by Metrologic and covered by this Agreement.

Maintenance Services: both corrective and application maintenance service.

Support Services: technical support service includes remote help and advice about the Metrologic Software.

Hardware: means all the hardware resources available to the Client for the operation of the Software.

Service: any service provided by the Software upon activation by the Client.

Confidential Information: means information that is proprietary or confidential and is either clearly labelled or identified as Confidential Information or which a reasonable person would understand to be confidential or proprietary.

Credit: designates the monetary unit allowing subscription to paid Services of the Software via the Website.

2. PURPOSE

The purpose of this agreement (the “Agreement”) is to set forth the terms and conditions under which Metrologic consents to the Client, who accepts:

• a right to access to a free version of the Software (the “Freemium Version”); and/or

• a right to access to the paid version of the Software (the “Version +”).

The Parties agree to closely cooperate in the course of their relationship.

3. WARNING TO THE CLIENT

3.1 The Client shall be responsible for ensuring that:

• the Software meets its own needs, in particular on the basis of the indications given in the Documentation delivered to the Client;

• it has the necessary skills and knowledge;

• it also has the necessary competence for a perfect use of the Software itself;

• where applicable, its own structures, including its personnel, can accommodate the Software with all the efficiency required.

3.2 In any case, the Client will implement either the Freemium Version or the Version + of the Software under its sole authority, supervision and responsibility. In this respect, the Client shall be responsible for checking the results obtained from the Software in an environment dedicated to that end, and where applicable with the implementation methodology recommended by Metrologic in the Documentation.

This Agreement does not include the provision by Metrologic of services for assistance, training, support or any other service with implementing and using the Software. Metrologic may perform the above-mentioned services on written request pursuant to an order placed by the Client and to be subject to a separate written agreement. The Client shall be responsible for developing operating procedures, introducing adequate checkpoints and security procedures to safeguard and restore the Software programs in case of errors in the program operation.

3.3 The Client shall be further responsible for:

• the protection of the recorded Data;

• the relevance and accuracy of the information, settings and scenarios it enters and programs into the Software;

• the results obtained, the interpretations it can make of them, the decisions it can take, the arbitrations it can make and, more generally, any direct or indirect consequences that may result therefrom.

4. SUBSCRIPTION

In order to access to either the Freemium Version or the Version + of the Software, the Client must first create a user account (the “User Account”) by following the instructions provided online on Website (the “Subscription”). The Subscription implies the full and entire acceptation and adherence of the Client to the Agreement, without restriction or reservation.

4.1 Subscription to the Freemium Version

The Freemium Version is available for download on the Metrologic website accessible at www.metrologic.group (the “Website”). The Freemium Version consists on a degraded version of the Software, with a right to use, free of charge, certain functionalities chosen by Metrologic, for the Client to evaluate if said Software fits to its needs, before subscribing to the Version + of the Software.

The Client acknowledges that the Software is made available, without any service, namely in terms of hosting, support, maintenance, Data recovery, guarantees or of responsibility.

4.2 Subscription to the Version +

Access to the Version + requires the Client pay a Subscription Fee as laid out in article 12 online via its User Account. Each Service available for the Version + of the Software can be activated by the Client after having purchased one or more Credits depending on the nature of said Service.

From the purchase of Credits by the Client via its User Account, each Credit shall be immediately allocated to a Service and will expire after (12) months disregarding its use or not. For the avoidance of doubt, the Credit cannot be used without active Subscription.

Credits are not refundable, exchangeable or fungible and have no financial or monetary value and cannot be considered and / or qualified as electronic money. Credits are not transferable from one User Account to another, except with Metrologic’s express and prior agreement.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Rights of use

5.1.1 The Freemium Licence

Subject to compliance with these General Terms and Conditions of Sale (the “GTCs”), the Client is granted only one or more, as explicitly agreed, simple, limited, indivisible, personal, revocable, non-transferable, non-exclusive, non-licensable and non-assignable right(s) to access the Software, in the executable form of the Freemium Version, and to use it for the Term of the Agreement as defined under article 6 of the GTCs, for the sole purpose of testing the Software (the “Freemium Licence”).

The delivery of the Software does not include its configuration, integration, adaptation, personalization, or its suitability for the Client’s needs. No connexion to any hardware nor facility can be set up.

5.1.2 The Version + Licence

Unless otherwise stipulated by a separate agreement, the Client is granted only one or more, as explicitly agreed, simple, limited indivisible, personal, non-transferable, non-exclusive, non-licensable and non-assignable right(s) to use the Software, for the Term of the Agreement as provided under article 6 of the GTCs (the “Version + Licence”). A limited connexion to hardware and/or facility is permitted as described in the Documentation.

The Software shall be used solely for the internal business purposes of the Client, in accordance with its intended purpose, the specifications set out in this Agreement and the requirements contained in the related Documentation.

5.1.3 General

5.1.3.1 Upon downloading of the Software, Metrologic grants a non-exclusive, non-assignable, non-licensable, time limited, non-transferable right of use on the computer(s) or protection key(s).

The Software’s installation site, number of licences and serial numbers are set out on the Subscription invoice. The installation of the Software on another site must be subject to an amendment to this Agreement.

Consequently, the Client undertakes not to:

a. rent or lend the Software, enter into any agreement or understanding, under any terms whatsoever, that would have the effect of permitting the use of the Software, including for free, by or on behalf of any third party;

b. decompile or disassemble the Software in whole or in part;

c. reproduce the Software or the related Documentation, in whole or in part, in any form whatsoever. The Client is only permitted to make one backup or archiving copy. Such copies shall remain subject to the same provisions as the originals described in this Agreement.

5.1.3.2 The installation of Software requires an access code, a physical protection key, or any other software or Hardware provided by Metrologic to control the use of the Software. The alphanumeric activation code corresponding to the number of either the Freemium Licence or the Version + Licence shall be renewed on each anniversary date. Important: If you use a physical protection key and lose it, note that the cost of its replacement shall be equal to that of the Software and its options.

5.1.3.3 Metrologic has the right at any time to audit the Client’s use of the Software on the site(s) concerned. At its own expense, Metrologic shall be granted access to the computer workstation(s) of the Client on which the Software is installed. Audit is subject to no less than ten (10) days’ notice given by Metrologic to the Client in writing. Access can take place either physically or remotely. If an audit reveals any unauthorized or unlicenced use of the Software or a breach of this Agreement, an additional price will be invoiced to the Client with a 100% surcharge compared to the then current retail price. In such cases, Metrologic also has the possibility of terminating this Agreement and receiving full and complete compensation for its damage.

5.1.4 Third party claims

5.1.4.1 Third party claims in relation to the Freemium Licence

The Parties expressly agree that in no event shall Metrologic, its employees, agents and sub-contractors be liable to, defend nor indemnify the Client holder of a Freemium Licence against any third party claim in relation to an alleged or proven infringement of any intellectual property rights.

5.1.4.2 Third party claims in relation to the Version + Licence

Metrologic shall defend the Client holder of a Version + Licence against any third party claim that the Client’s permitted use of the Software infringes any intellectual property rights and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims subject to the limitations in this Section 5, provided that (i) Metrologic is given prompt notice of any such claim; (ii) the Client provides reasonable co-operation and all relevant information to Metrologic in the defense and settlement of such claim; and (iii) Metrologic is given sole authority to defend or settle the claim.

In the defense or settlement of any claim, Metrologic may procure the right for the Client holder of a Version + Licence to continue using the Software, replace or modify the Software so that they become non-infringing or, if such remedies are not reasonably available in Metrologic’s sole discretion, terminate this Agreement with immediate effect. The Client shall in case of such termination by Metrologic be obliged to stop using the Software and the Client will, as full and final compensation, obtain a refund equal to any prepaid licence fee pro rata to any remaining period of time for which Client is licenced to use the Software.

In no event shall Metrologic, its employees, agents and sub-contractors be liable to the Client holder of a Version + Licence to the extent that the alleged infringement is based on: (i) a modification of the Software (or any part thereof) by anyone other than Metrologic; (ii) the Client’s use of the Software (or any part thereof) in breach of this Agreement, or in a manner contrary to the instructions given to the Client by Metrologic; (iii) the Client’s use of the Software (or any part thereof) after notice of the alleged or actual infringement from Metrologic or any appropriate authority; and (iv) the use of any third party content or models, designs, plans, instructions, specifications, diagrams or the like provided by the Client, provided that such use of the models, designs, plans, instructions, specification, diagrams or the like are the basis for the infringement claim.

Metrologic’s liability under this Section will be reduced proportionately to the extent the liability was caused or contributed to by an act or omission of Client holder of a Version + Licence or any of its personnel.

The foregoing state the Client’s sole and exclusive rights and remedies, and Metrologic’s (including Metrologic’s employees’, agents’ and sub-contractors’) entire obligations and liability, for any alleged or proven infringement of any intellectual property rights.

5.2 Client’s Hardware

The Client shall be responsible for selecting and procuring Hardware and/or facility appropriate to the Client’s requirements and the use of the Software.

5.3 Delivery and compliance

5.3.1 The Software is delivered through download on the Website. The Client shall verify the supplied Software copy. The Software shall be deemed accepted by the Client upon delivery of the Software by Metrologic.

5.3.2 The Software is installed by the Client in accordance with the instructions contained in the Documentation. Metrologic may install the Software on written request subject to additional costs. Operations relating to hardware, electronics, or machine compensation files must be performed by Metrologic’s personnel or any expressly authorized personnel, failing which Metrologic cannot guarantee the proper functioning of the Software.

5.4 Warranty

5.4.1 The Client represents that it has full knowledge of the features and performance of the Software. Metrologic grants either the Freemium Licence or the Version + Licence “as is”. without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Metrologic does not therefore warrant the Client against any malfunctions and anomalies of the Software.

5.4.1 Notwithstanding the above, Metrologic warrants the Client that the Software Version + delivered includes all the features set out in the user Documentation supplied to the Client. The state of the art and technical limitations do not allow to assert that the Software is free from defects in operation and/or design.

5.5 Maintenance and Support

5.5.1 Maintenance and support over the Freemium Version of the Software

The Freemium Licence granted to the Client is exclusive of any technical support and maintenance or training service. As such, Metrologic does not guarantee the operation of the Software, without anomaly or error. Client is invited from time to time to directly download the latest Freemium Version of the Software, should there be one made available by Metrologic at its own discretion.

5.5.2 Maintenance and support over the Version + of the Software

Metrologic offers Maintenance Service and Support Service as described in Annex 1 allowing the Client to receive update versions including patches and upgrades as well as telephone technical support from qualified individuals in charge of providing advice on the use and operation of the Software, it being however specified, for the avoidance of doubt, that these Maintenance Service and Support Services do not include the provision by Metrologic of services for assistance, training, support with implementing and using the Software which shall be subject to the purchase and activation of Credits by the Client.

Under this warranty, the Maintenance Service and Support Service for the Software shall be provided only to the extent that the Software is used correctly, in accordance with its intended and agreed purpose, and on suitable Hardware for a period of three months from installation. Metrologic shall have no obligation to provide this warranty for Software that has been modified without its prior written consent or used with non-compliant base hardware and/or software. The same applies where the Client uses the Software on another site and/or with a configuration other than the one initially decided.

5.6 Liability in relation to the use of the Software

The Client acknowledges that it has been fully informed of the technical possibilities and operating conditions of the Software, which is used under its sole responsibility. The Client holder of either a Freemium Licence or a Version + Licence shall be responsible for implementing appropriate operating methods and protecting itself against any harmful consequences that may result from its use. In particular, Metrologic shall not be held liable for any fact that is not directly attributable to it, including, without limitation misuse, error or improper use by the Client or a third party, acts of sabotage occurring on the premises of both the Client and Metrologic, interruption in telecommunications services, hosting resources and more generally any force majeure event.

6. TERM OF THE AGREEMENT

The Agreement is applicable from the day the Client’s User Account is created and for the duration of the User’s browsing and access to the Platform and for the duration of use of the Services by him (the “Term of the Agreement”).

7. TERMINATION

7.1 Termination of the Freemium Licence for convenience: In any case, Metrologic has the right terminate the Freemium Licence, as of right, at any time, without any other obligation or liability and without legal intervention being required, subject to 15 days’ notice, without said termination gives rise to the right to compensation, damages, reparation or compensation, of any kind, for the benefit of the Client.

7.2 Termination of the Agreement for Material Breach: Either Party may terminate the Agreement immediately by giving written notice to the other Party if the other Party commits a material breach of the Agreement that cannot be remedied or, if it is capable of remedy, that has not been remedied within twenty (20) Business Days of receiving notice of the breach from the terminating Party. A material breach may include persistent breaches of the Agreement which, together, equate to a material breach.

7.3 Termination of the Agreement for Change of Control: Metrologic may terminate the Agreement immediately (or on a future date specified by the Client) by giving written notice to the Client if there is a material change in the ownership or control of the Client as defined under article L233-2 of the Commercial Code without Metrologic’s prior written approval.

7.4 Termination of the Agreement for prolonged Force Majeure, as described in article 14.3 of the present GTCs.

8. CONSEQUENCES OF TERMINATION

Within one month of the final end of the contractual relationship, the Client shall confirm to Metrologic that all copies of the Software and the Documentation have been destroyed. If the Client continues to use the Software after the expiry or termination of the Agreement for any reason whatsoever, the Client may be sued for copyright infringement.

9. CONFIDENTIALITY

9.1 Each Party agrees to keep confidential, both during the Term of the Agreement and thereafter, all Confidential Information of the other Party and the Party receiving the Confidential Information (the “Recipient”) shall not disclose the other Party’s (the “Discloser’s”) Confidential Information without the Discloser’s prior written consent. This shall not apply to the extent that such information is: (i) already known or independently developed by Recipient outside the scope of this relationship; (ii) publicly available through no wrongful act of Recipient, or (iii) received by Recipient from a third party who was free to disclose it without confidentiality obligations.

9.2 Recipient hereby agrees that during the Term of the Agreement and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing; or (ii) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under this Agreement. Recipient will use at least the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event will less than reasonable due diligence and care be exercised. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or as required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.

9.3 Upon the earlier of: (i) Discloser’s written request; and (ii) the termination or expiration of this Agreement, regardless of whether a dispute may exist, Recipient will return or destroy (as instructed by Discloser) all Confidential Information of Discloser in its possession or control and cease all further use thereof. Notwithstanding the foregoing, Infogrid may retain a copy of such Confidential Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, or reasonable internal back-up or archival policies and requirements.

9.4 Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief will be available to prevent any actual or threatened violation of such provisions.

10. PERSONAL DATA

10.1 Metrologic undertakes to cooperate with the Client in order to ensure that the Services provided comply with the European Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, adopted by the European Parliament and the Council on 27 April 2016 (General Data Protection Regulation or “GDPR”).

10.2 Metrologic certifies that the cooperation of the Parties must enable the compliance with the obligations to which it is subject, in particular under Article 28 of the GDPR. To this end, the Parties have entered into the Data Processing Agreement reproduced in Schedule 4 of the present Agreement.

10.3 Client Shared Data in relation to a Version + Licence

10.3.1 As part of its Software, Metrologic offers its Clients holders of a Version + Licence the use of some embedded tools that can be enabled by Client in order to share with Metrologic certain types of data from the Software (the “Client Shared Data”). It is specified here that this possibility is restricted to Clients holders of a Version + Licence.

10.3.2 If Client does not wish to enable this Client Shared Data capability, Client can choose not to activate, or at a later stage disable, the Client Shared Data functionality at any time in the Software utilized. I

10.3.3 By enabling the Client Shared Data capabilities, Client provides its consent and authorizes Metrologic and its subcontractors to collect, use, store, process and modify the Client Shared Data (i) to allow Metrologic to perform in accordance with this Agreement (including, but not limited to, conducting maintenance and providing customer support, installation services or other services on Client’s request); (ii) to analyze, develop and improve different Software or other products, applications or services; and (iii) as otherwise required to comply with applicable laws or regulations. Metrologic’s collection of Client Shared Data is further described in the Documentation provided on the dedicated Metrologic Extranet portal available at extranet.Metrologic.group

10.3.4 Metrologic shall have the right to retain and to use, store and process the Client Shared Data that has been made available to Metrologic up until the point in time when the functionality is disabled by the Client. Any use of Client Shared Data by Metrologic is subject to the terms of this Agreement and any applicable data protection laws and regulations. Any personal data included in Client Shared Data will be processed as described in paragraph 10.1 and 10.2 of this Agreement.

10.3.5 Metrologic undertakes to implement security solutions in accordance with generally accepted industry standards designed to protect Client Shared Data that is within Metrologic’s control from destruction, unauthorized access or disclosure, as specified in the Documentation. However, to the fullest extent permissible by law, Metrologic does not make any representations or warranties or endorsements of any kind whatsoever, express or implied, that the Client Shared Data will be protected.

Metrologic may at any time without prior notice modify or discontinue the provision of embedded tools.

11. ANTI BRIBERY

11.1 The Client undertakes upon entering into a relationship, and in particular during the negotiations of the Agreement and throughout its duration, to comply with all the national, European and international legal and regulatory provisions applicable in the conduct of its activities and in particular, without limitation, those relating to the health and safety of its employees and third parties; work, immigration, the prohibition of clandestine work; environmental protection; the fight against corruption and influence peddling; trade, economic sanctions and export controls, anti-money laundering; competition law, including in particular the law no. 2016-1691 of December 9, 2016 relating to Transparency, the Fight Against Corruption and the Modernization of Economic Life (hereinafter the “Regulations”).

11.2 The Client declares at the signing of the Agreement:

(A) that it has not breached the Regulations;

(B) that it has not been subject to civil or criminal sanctions, in France or abroad, for violation of the Regulations and that it is not aware that an investigation or procedure that could lead to such sanctions is committed against him;

(C) that, to the best of its knowledge, none of its manager or executive has been subject to civil or criminal sanctions, in France or abroad, for violation of the Regulations and that no investigation or procedure that may lead to such sanctions is committed against them;

(D) and more particularly, the Client guarantees in accordance with the mechanism described in this article 11, that it has not granted and will not grant, directly or indirectly, any gift, gift, payment, remuneration or benefit whatsoever to anyone with a view to or in return for entering into the Agreement.

12. SUBSCRIPTION FEE

The Subscription to the Version + of the Software is subject to the payment of a fee (the “Subscription Fee”). fixed at the time of the Subscription. Invoices must be paid within thirty (30) days of the invoice date. If the Client fails to pay all or part of an invoice issued by Metrologic Group within the time period specified above, Metrologic Group may at its discretion apply the following penalties by way of default interests, without prejudice to its right to claim compensation for the harm caused by the late payment. In case of default of payment and pursuant to Article L.441-6 of the Commercial Code, a late payment interest, at a rate of 1% per month, shall be invoiced. Pursuant to Article D.441-5 of the Commercial Code: “The amount of the fixed indemnity for debt collection costs under Article L. 441-6, section I, paragraph twelve, shall be fixed at 40 euros.

If a change of circumstances that was unforeseeable at the time of the conclusion of this Agreement and outside the normal provisions of the Parties, has the effect of altering the performance of its obligations to such an extent as to render it harmful for one of the Parties, the Parties expressly agree to waive any application of the provisions of article 1195 of the Civil Code and agree to bear the consequences of the occurrence of such circumstances, without prejudice to the provisions of the article relating to force majeure (section 14.3).

13. PRICES OF THE SERVICES

The prices of the Services are indicated in Annexe [XX]

The prices might be revised each year in accordance with the formula P= Po (S/So) where

Po is the price set forth in Exhibit 1;

P is the price after revision;

So is the SYNTEC index known on the date of the signature of this Agreement;

S is the most recent SYNTEC index published on the revision date.

14. LIMITATIONS OF LIABILITY

14.1 Notwithstanding anything to the contrary, all legal actions against Metrologic, for any reason whatsoever, shall be time-barred two (2) years after the occurrence of the harmful event giving rise to the action.

14.2 Notwithstanding anything to the contrary, Metrologic shall comply with an obligation of means (obligation de moyens), meaning that it will use its best efforts to meet all of the obligations to which it is subject.

14.3 Notwithstanding anything to the contrary, Metrologic shall in no way be liable for any direct damage that may result from this Agreement, including, but not limited to any financial, commercial, brand image damage, lost savings, incomes; revenues or profits, loss of Data, use, business interruption and personal and property damage suffered by the Client shall not give rise to any right to compensation.

14.4 Notwithstanding anything to the contrary, if for any reason, Metrologic’s liability is incurred in connection with the performance of this Agreement, the compensation that may have to be paid by Metrologic shall not exceed the reimbursement of as regards Software licence the cost of the Credits to use the Software specifically concerned, and paid by the Client over the last twelve (12) months preceding the occurrence of the damage. This clause shall survive and remain applicable in the event this Agreement is cancelled, rescinded, terminated or annulled.

14.5 Notwithstanding anything to the contrary, in addition to all events admitted by case law, the following events are expressly considered as force majeure events: total or partial strikes, internal transportation or supply for any reason whatsoever, earthquake, fire, storm, flood, water damage, riots, governmental or legal restrictions (including seizures or embargo), failure or interruption of telecommunications and any other event beyond the control of the Parties impeding the normal performance of the Services. Upon occurrence of the events listed above, the obligations of this Agreement shall be suspended. For all events of force majeure, the Agreement shall not be terminated, but simply suspended during the impediment to the performance of the Agreement by the said force majeure event. In such circumstances, the Parties are obliged to consult each other in an attempt to find a solution. If Metrologic is unable to continue its performance or external to the company, lockout, bad weather, epidemics, disruption of means of for more than three (3) months, the Agreement shall be automatically terminated at the initiative of the most diligent Party.

15. SUBCONTRACTING

Metrologic will always be able to subcontract the performance of all Services covered by the Agreement or to perform those Services in collaboration with any partner of its own choice without consent of the Client.

16. WAIVER

Either Party’s failure to avail itself of a breach by the other Party of any of its obligations hereunder shall not be construed as a waiver of the said obligation in the future.

17. LAW AND JURISDICTION

17.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of France.

17.2 For any dispute arising out of its interpretation, the Parties agree to consult each other before taking any legal action with a view to reaching an amicable agreement. In the absence of an amicable agreement, jurisdiction is express conferred upon the courts of Grenoble, under French law, notwithstanding multiple defendants or third-party proceedings.

18. SPECIAL TERMS AND CONDITIONS

18.1 The Client may not assign or transfer this Agreement to any third party without Metrologic’s prior written consent, except this Agreement may be assigned by the Client to any third party that controls, is controlled by, or is under common control with the Client as defined under article L233-2 of the Commercial Code. Metrologic may assign or transfer this Agreement or any rights or obligations hereunder to any third party which the Client accepts in advance . Any assignment or transfer in violation of this Section will be void. The terms of this Agreement will be binding upon and inure to the benefit of the Parties’ successors and permitted assignees.

18.2 This Agreement cancels and supersedes, as the case may be, any previous version, correspondence or agreement relating to the same subject matter. It may only be modified by Metrologic.

18.3 The Client’s attention is drawn to the fact that certain processing of personal data implemented by the Software implies that the Client makes a declaration or takes actions either with its own data protection officer or with any competent national authority in those matters.

18.4 All of those provisions shall prevail over any other provisions set forth in the Client’s orders relating to this Agreement.

18.5 In the event any provision of this Agreement is found to be unlawful or otherwise unenforceable, that provision shall be amended or deleted without affecting the validity of the entire Agreement.

Annex 1 – Description of maintenance and support Services

Annex 2 – Price List

Schedule 1 – Specific Terms and Conditions of Sale

[Insert if applicable]

Schedule 2 – END-USER LICENCE AGREEMENT FOR FREEMIUM SERVICES

PLEASE READ THIS END USER LICENCE AGREEMENT (THE “EULA”) CAREFULLY BEFORE USING METROLOGIC’S SOFTWARE “SLMA NEXT MEASURE” (THE “SOFTWARE”).

BY USING THE SOFTWARE, THE END USER ( “YOU”) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE EULA AND SIGNIFY YOUR ACCEPTANCE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA.

YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THE ENTITY THAT YOU ARE REPRESENTING.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND DESTROY ALL COPIES IN YOUR POSSESSION.

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General Provisions

Licence Grant of the Freemium Version

Metrologic grants You a simple, limited, indivisible, personal, non-transferable, non-exclusive, non-licensable and non-assignable right(s) to access the Software, in the executable form of the Freemium Version, and to use it for the Term of the Agreement as defined under article 6 of the GTCs, for the sole purpose of testing the Software. The delivery of the Software does not include its configuration, integration, adaptation, personalization, or its suitability for your needs. No connexion to any hardware nor facility can be set up.

Limited warranty

You have full knowledge of the features and performance of the Software. The Software is provided and licenced “as is” without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Metrologic does not warrant against any malfunctions and anomalies of the Software.

Limitation of liability

You acknowledge that You have been fully informed of the technical possibilities and operating conditions of the Software, which is used under its sole responsibility. You shall be responsible for implementing appropriate operating methods and protecting you equipment against any harmful consequences that may result from its use. In particular, Metrologic shall not be held liable for any fact that is not directly attributable to it, including, without limitation misuse, error or improper use by You or a third party, acts of sabotage occurring on your premises and Metrologic’s, interruption in telecommunications services and more generally any force majeure event.

Schedule 3 – END-USER LICENCE AGREEMENT FOR VERSION +

PLEASE READ THIS END USER LICENCE AGREEMENT (THE “EULA”) CAREFULLY BEFORE USING METROLOGIC’S SOFTWARE “SLMA NEXT MEASURE” (THE “SOFTWARE”).

BY USING THE SOFTWARE, THE END USER ( “YOU”) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE EULA AND SIGNIFY YOUR ACCEPTANCE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA.

YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THE ENTITY THAT YOU ARE REPRESENTING.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND DESTROY ALL COPIES IN YOUR POSSESSION.

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General Provisions

Licence Grant of the VERSION +

Metrologic grants You a simple, limited indivisible, personal, non-transferable, non-exclusive, non-licensable and non-assignable right(s) to use the Software, for the Term of the Agreement as provided under article 6 of the GTCs.

The delivery of the Software does not include its configuration, integration, adaptation, personalization, or its suitability for the Client’s needs. The right to use the Software is granted for the Version + available on the date of signing of this Agreement, and for the new versions of the Version +, where applicable. The Software shall be used solely for the internal business purposes of the Client, in accordance with its intended purpose, the specifications set out in this Agreement and the requirements contained in the related Documentation. A limited connexion to hardware and/or facility is permitted as described in the Documentation.

Limited warranty

Notwithstanding the above, Metrologic warrants that the Software Version + delivered includes all the features set out in the user Documentation supplied. The state of the art and technical limitations do not allow to assert that the Software is free from defects in operation and/or design.

Limitation of liability

Schedule 4 – DATA PROCESSING AGREEMENT

1 Definitions and interpretation

The following definitions and rules of interpretation apply in this Schedule. Any terms used but not defined in this Schedule shall have the meanings given to them in the Agreement.

1.1 Definitions:

“Business Purposes” means the services to be provided by Metrologic to the Client as described in the Agreement and any other purpose specifically identified in 1.1.

“EEA” means the European Economic Area.

“Personal Data Records” has the meaning given to it in paragraph 11.

“Standard Contractual Clauses (SCC)” means the standard contractual clauses annexed to the EU Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

2 Personal data types and processing purposes

2.1 The Client and Metrologic agree and acknowledge that for the purpose of the Data Protection Laws:

1.A The Client is the controller and Metrologic is the processor.

1.B The Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Laws, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Metrologic.

1.C The table annexed to this Schedule describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which Metrologic may process the Personal Data to fulfil the Business Purposes.

3 Metrologic’s Data Protection obligations

3.1 Metrologic will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client’s written instructions. Metrologic will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Laws. Metrologic must promptly notify the Client if, in its opinion, the Client’s instructions do not comply with the Data Protection Laws.

3.2 Metrologic must comply promptly with any the Client written instructions requiring Metrologic to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

3.3 Metrologic will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator. If a domestic law, court or regulator (including the Commission) requires Metrologic to process or disclose the Personal Data to a third party, Metrologic must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.

3.4 Metrologic will reasonably assist the Client, at no additional cost to the Client, with meeting the Client’s compliance obligations under the Data Protection Laws, taking into account the nature of Metrologic’s processing and the information available to Metrologic, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with a Regulator under the Data Protection Laws.

3.5 Metrologic must promptly notify the Client of any changes to the Data Protection Laws that may reasonably be interpreted as adversely affecting Metrologic’s performance of the Agreement.

4 Metrologic’s employees

4.1 Metrologic will ensure that all of its employees:

1.A are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;

1.B have undertaken training on the Data Protection Laws relating to handling Personal Data and how it applies to their particular duties; and

1.C are aware both of Metrologic’s duties and their personal duties and obligations under the Data Protection Laws and this Agreement.

5 Security

5.1 Metrologic must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data. Metrologic must document those measures in writing and periodically review them at least [yearly] to ensure they remain current and complete.

5.2 Metrologic must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

2.A the pseudonymisation and encryption of personal data;

2.B the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

2.C the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

2.D a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6 Data Security Breach

6.1 Metrologic will within 48 hours and in any event without undue delay notify the Client it becomes aware of a Data Security Breach. Metrologic will restore such Personal Data at its own expense as soon as possible.

6.2 Where Metrologic becomes aware of a Data Security Breach, it shall, without undue delay, also provide the Client with the following information:

2.A description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;

2.B the likely consequences; and

2.C a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.

6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Data Security Breach, the Parties will co-ordinate with each other to investigate the matter. Further, Metrologic will reasonably co-operate with the Client at no additional cost to the Client, in the Client’s handling of the matter, including but not limited to:

3.A assisting with any investigation;

3.B providing the Client with physical access to any facilities and operations affected;

3.C facilitating interviews with Metrologic’s employees, former employees and others involved in the matter including, but not limited to, its officers and directors;

3.D making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Laws or as otherwise reasonably required by the Client; and

3.E taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Data Security Breach or accidental, unauthorised or unlawful Personal Data processing.

6.4 Metrologic will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Data Security Breach without first obtaining the Client’s written consent, except when required to do so by domestic law.

6.5 Metrologic agrees that the Client has the sole right to determine:

5.A whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Data Security Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client’s discretion, including the contents and delivery method of the notice; and

5.B whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

6.6 Metrologic will cover all reasonable expenses associated with the performance of the obligations under paragraph 6.1 to paragraph 6.3 unless the matter arose from THE CLIENT’s specific written instructions, negligence, wilful default or breach of this Agreement, in which case the Client will cover all reasonable expenses.

6.7 Metrologic will also reimburse the Client for actual reasonable expenses that the Client incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Data Security Breach to the extent that Metrologic caused such, including all costs of notice and any remedy as set out in paragraph 6.5.

7 Cross-border transfers of personal data

7.1 Metrologic (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA without obtaining the Client’s prior written consent.

7.2 Where such consent is granted, Metrologic may only process, or permit the processing, of the Personal Data outside the EEA under the following conditions:

2.A Metrologic is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Laws that the territory provides adequate protection for the privacy rights of individuals. Metrologic must identify in 1.1 the territory that is subject to such adequacy regulations; or

2.B Metrologic participates in a valid cross-border transfer mechanism under the Data Protection Laws, so that Metrologic (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the GDPR. Metrologic must identify in 1.1 the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and Metrologic must immediately inform the Client of any change to that status; or

2.C the transfer otherwise complies with the Data Protection Laws for the reasons set out in 1.1.

7.3 If any Personal Data transfer between the Client and Metrologic requires execution of SCC in order to comply with the Data Protection Laws (where the Client is the entity exporting Personal Data to Metrologic outside the EEA), the Parties will complete all relevant details in, and execute, the SCC, and take all other actions required to legitimise the transfer.

7.4 If the Client consents to appointment by Metrologic of a subcontractor located outside the EEA in compliance with the provisions of paragraph 8, then the Client authorises Metrologic to enter into SCC contained in Annex B with the subcontractor in the Client’s name and on its behalf. Metrologic will make the executed SCC available to the Client on request.

8 Subcontractors

8.1 [Metrologic may not authorise any third party or subcontractor to process the Personal Data.

8.2 other than those subcontractors as set out in Annex A, Metrologic may not authorise any other third party or subcontractor to process the Personal Data.

8.3 Metrologic may only authorise a third party (subcontractor) to process the Personal Data if:

3.A The Client is provided with an opportunity to object to the appointment of each subcontractor within [14] working days after Metrologic provides the client with full details in writing regarding such subcontractor;

3.B Metrologic enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client’s written request, provides the Client with copies of the relevant excerpts from such contracts;

3.C Metrologic maintains control over all of the Personal Data it entrusts to the subcontractor; and

3.D the subcontractor’s contract terminates automatically on termination of this Agreement for any reason.]

8.4 Those subcontractors approved as at the commencement of this Agreement are as set out in 1.1. Metrologic must list all approved subcontractors in Annex A and include any subcontractor’s name and location and the contact information for the person responsible for privacy and data protection compliance.

8.5 Where the subcontractor fails to fulfil its obligations under the written agreement with Metrologic which contains terms substantially the same as those set out in this Agreement, Metrologic remains fully liable to the Client for the subcontractor’s performance of its agreement obligations.

8.6 The Parties agree that Metrologic will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

8.7 On the Client’s written request, Metrologic will audit a subcontractor’s compliance with its obligations regarding the Personal Data and provide the Client with the audit results. Where the Client concludes reasonably that the subcontractor is in material default of its obligations regarding the Personal Data, the Client may in writing instruct Metrologic to instruct the subcontractor to remedy such deficiencies within [5] days.

9 Complaints, data subject requests and third-party rights

9.1 Metrologic must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:

1.A the rights of Data Subjects under the Data Protection Laws, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and

1.B information or assessment notices served on the Client by a Regulator under the Data Protection Laws.

9.2 Metrologic must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either Party’s compliance with the Data Protection Laws.

9.3 Metrologic must notify the Client within [three (3)] days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Laws.

9.4 Metrologic will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

9.5 Metrologic must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client’s written instructions, or as required by domestic law.

10 Data return and destruction

10.1 At the Client’s request, Metrologic will give the Client, or a third party nominated in writing by THE CLIENT, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.

10.2 On termination of the Agreement for any reason or expiry of its term, Metrologic will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.

10.3 If any law, regulation, or government or regulatory body requires Metrologic to retain any documents or materials or Personal Data that Metrologic would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

10.4 Metrologic will certify in writing to the Client that it has destroyed the Personal Data within [five (5)] days after it completes the deletion or destruction.

11 Personal Data Records

11.1 Metrologic will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data (the “Personal Data Records”).

11.2 Metrologic will ensure that the Personal Data Records are sufficient to enable the Client to verify Metrologic’s compliance with its obligations under this Agreement and Metrologic will provide the Client with copies of the Personal Data Records upon request.

11.3 The Client and Metrologic must review the information listed in the Annexes to this Agreement at least once a year to confirm its current accuracy and update it when required to reflect current practices.

12 Audit

12.1 Metrologic will permit the Client and its third-party representatives to audit Metrologic’s compliance with its Agreement obligations, on at least [10] days’ notice, during the Term. Metrologic will give the Client and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:

1.A physical access to, remote electronic access to, and copies of the Personal Data Records and any other information held at Metrologic’s premises or on systems storing the Personal Data;

1.B access to and meetings with any of Metrologic’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and

1.C inspection of all Personal Data Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process the Personal Data.

12.2 The notice requirements in clauses 24.3 and 24.4 of the Agreement will not apply if the Client reasonably believes that a Data Security Breach occurred or is occurring, or Metrologic is in breach of any of its obligations under this Agreement or any Data Protection Laws.

12.3 If a Data Security Breach occurs or is occurring, or Metrologic becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Laws, Metrologic will:

3.A promptly conduct its own audit to determine the cause;

3.B produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;

3.C provide the Client with a copy of the written audit report; and

3.D remedy any deficiencies identified by the audit within [10] days.

12.4 At least twice a year, Metrologic will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.

12.5 On the Client’s written request, Metrologic will make all of the relevant audit reports available to the Client for review.

12.6 Metrologic will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Metrologic’s management.

13 Warranties

13.1 Metrologic warrants and undertakes that:

1.A its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Laws;

1.B it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Laws and other laws, enactments, regulations, orders, standards and other similar instruments; and

1.C it has no reason to believe that the Data Protection Laws prevents it from providing any of the SaaS Services.

13.2 The Client warrants and represents that Metrologic’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Laws.

14 Indemnification

14.1 Metrologic agrees to indemnify, keep indemnified and defend at its own expense the Client against all Losses incurred by the Client or for which the Client may become liable due to any failure by Metrologic or its employees, subcontractors or agents to comply with any of its obligations under this Agreement or the Data Protection Laws.

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