End User License Agreement, dated [insert date] (the “Effective Date”), is between

Kudwa Technologies Ltd., a corporation organized under the laws of the Dubai International Financial Centre (DIFC), under registration number CL6785, located at Gate Village Building 10 DIFC, United Arab Emirates (U.A.E.), and duly represented by its authorized signatory and its director Mr. Karl Selim Nasr (“Kudwa”);

and

[insert name of company], a corporation organized under the laws of [insert jurisdiction], under registration number [insert number], located at [insert address], and duly represented by its authorized signatory Mr./Mrs. [insert name] (the “Customer”);

individually a “Party” and collectively the “Parties”.

A. Kudwa offers a budgeting, financial planning and forecasting tool by means of its web application, and is desirous of granting the Customer a license to access its web application and services in consideration of payment of the fees set forth herein;

B. The Customer is desirous of obtaining a license over Kudwa’s web application and services subject to the provisions stipulated herein;

C. Therefore, the Parties have agreed to enter into this Software Subscription License Agreement which governs their respective rights and obligations in respect of the license to access the web application and services.

Accordingly, the Parties agree as follows:

1.      Definitions

“Agreement” means this Software Subscription License Agreement as well as the Terms & Conditions, the privacy policy, and any additional policies and annexures, which Kudwa shares on its Website forming an integral part of this Agreement.

“Software” means Kudwa’s application software which is reflected on the Website as might be changed by Kudwa from time to time.

“Terms & Conditions” or “T&Cs” means the terms and conditions.

“Website” means Kudwa’s website: www.numucards.com or as designated or amended by Kudwa in the future, in its sole discretion with or without notice.

License to Software

a.      Subject to the provisions of the Agreement and the payment of the Subscription Fees set out in clause 4 herein and in the T&Cs, Kudwa agrees to grant the Customer a limited, non-exclusive and non-transferable license to use its Software only for its internal use, during the Term defined in clause 6 in this Agreement (the “License”).

b.      Use of Software for any purpose other than the purpose defined in clause 1.a. requires additional licenses from Kudwa.

c.      The Customer shall select a subscription model from the multiple subscription packages; each offered by Kudwa with varying features and scope of services at different Subscription Fees as further set out in the Agreement.

d.      Nevertheless, the License shall entitle the Customer to gain access to the following baseline of services, which might be changed by Kudwa from time to time:

                                                 i.     Kudwa’s web application;

                                               ii.     Forecasting modeling capabilities;

                                              iii.     historical financials integration to platforms provided by Kudwa;

                                              iv.     historical financials integration through Excel template provided by Kudwa;

                                                v.     Scenario planner; and

                                              vi.     dashboards.

e.      Kudwa reserves all the rights not expressly granted to the Customer under the Agreement. The Customer must not:

                                                 i.     Copy, modify, publish or display the Software; and/or

                                               ii.     Distribute, disclose, rent, loan, or transfer it to any other party.

2.      Support Services

a.      Kudwa may at its sole discretion offer the Customer monthly support services, free of charge, as further demonstrated on the Website (the “Support Services”).

3.      Software Releases

Customers are entitled to major releases for the Software, free of charge, only for the first six (6) months as of Effective Date.

4.      Subscription Fees

a.      In consideration of the License provided under the Agreement, the Customer must pay to Kudwa an upfront subscription license fee in correspondence with the subscription model it selects as listed in the table hereunder or as set out in the T&Cs (the “Subscription Fees”).

b.     All Subscription Fees (i) are payable in United States Dollars (USD), (ii) non-refundable, (iii) non-negotiable, and (iv) may be changed by Kudwa from time to time.

c.      Any support services beyond the scope of those described in the table below may be available for a fee equal to USD 50 per hour. Such services shall be provided in accordance with the provisions of this Agreement.

5.      Revocation and Suspension of the License

If the Customer fails to make a payment when due, Kudwa reserves the right to issue the Customer a written notice of default, which designates a period of time to cure the default. If the Customer fails to timely cure the default, Kudwa may at any time thereafter suspend or revoke the Customer’s rights to use the Software and/or receive Support Services and other services (if any) without further notice to the Customer and without waiving its right to payment.

6.      Term

a.      The initial term of this Agreement will commence with effect as of the Effective Date (the “Initial Term”). The Initial Term will automatically renew for successive periods equivalent to the subscription period until either Party gives advance written notice of non-renewal of the Agreement at least fifteen (15) days prior to a renewal date. The Initial Term plus renewal terms, collectively, are defined as the “Term” for this Agreement.

b.      In the event that the Customer wants to terminate the Agreement, it must also pay to Kudwa any outstanding Subscription Fees.

7.      Assignment

a.      The Customer shall not assign or otherwise transfer its rights under the Agreement without the prior express written consent of Kudwa.

b.      Kudwa may assign its rights under the Agreement to any of its subsidiaries, affiliates and/or beneficiaries.

c.      Any assignee or future shareholder shall be a beneficiary to this Agreement.

8.      Relationship between the Parties

The Parties are independent contractors to one another, and do not intend to form a joint venture, employment, partnership or similar relationship.

9.      Waiver

Failure to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision or right. No waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.

10.   Amendments

a.      The Parties may amend this Agreement only by the Parties’ written agreement that identifies itself as an amendment to this Agreement.

b.      Nonetheless, Kudwa reserves the right to unilaterally vary from time-to-time the scope of its License, Support Services and/or Subscription Fees by giving the Customer a written notice of variation; or alternatively, the Customer may reach out to the following e-mail address karl@numucards.com or any other e-mail address that the Company designates, which will serve as a contact point to provide the Customer with any clarification and/or update on the License, Support Services, Software and Subscription Fees.

11.   Entire Agreement

a.      This Agreement along with the Terms & Conditions attached hereto as Annexure A, the privacy policy, and any additional policies and annexures shared on the Website by Kudwa constitute the entire, final and exclusive agreement between the Parties on the matters contained herein, and shall be considered as a single document.

b.      Each Party acknowledges that it has not relied upon any oral or written representation made to it by the other Party or its employees or agents. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Agreement.

12.   Governing Law and Forum

This Agreement, and all matters relating to it, shall be governed and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), without giving effect to any principles of conflicts of law. The court of jurisdiction for any dispute under this Agreement shall be the DIFC Court.

Each Party warrants that a duly authorized representative of that Party is executing this Agreement.

To evidence the Parties’ agreement to this Agreement, each Party has executed this Agreement on the date stated in the preamble hereto.