R-PAC SOFTWARE SERVICES TERMS OF USE AND LICENSE AGREEMENT 

1. OBJECT OF TERMS OF USE AND LICENSE AGREEMENT 

1.1 This Terms of Use and License Agreement ("TULA") applies to each registered Customer (“Licensee”) and Named User (as defined in Section 2.3), of the cloud-based R-PAC ANEXYA TRACEABILITY PLATFORM ("R-PAC Platform") and any related r-pac software applications collectively (together with the R-PAC Platform, “R-PAC Software Services”) provided by r-pac International llc., located at 132 W. 36th Street, 7th Floor, New York, NY 10018, USA. ("R-PAC"). By using the R-PAC Software Services the Licensee is able to view and manage serialized event data associated to a unique digital ID throughout the product lifecycle, captured through various Optical and RF sensors using application software provided by r-pac International llc, as further detailed in the documentation provided R-PAC. 

1.2 This TULA sets out the terms applicable for the use of R-PAC Software Services by Licensee and the rights and obligations of R-PAC and Licensee (R-PAC and Licensee together as "Parties" or individually as "Party"). 

1.3 Capitalized terms used herein but not defined shall have their respective meanings under the Master Services Agreement between R-PAC and Licensee. 

2. USER ACCOUNT 

2.1 Use of R-PAC Software Services requires the creation of a Licensee account. 

2.3 Licensee may request user credentials for named employees, including those of its affiliated entities, or contractors of Licensee ("Named Users"). All information provided by Licensee during this registration must be accurate and truthful. These Named User credentials shall be deemed users of Licensee and Licensee shall be fully liable for all Named Users. 

2.4 R-PAC will grant the access to and use of R-PAC Software Services to Named Users. 

3. ONBOARDING PROCESS 

3.1 During the onboarding process Licensee requests access to R-PAC Software Services by issuing a request to R-PAC (by e-mail) containing a valid e-mail address of all Named Users ("Licensee Data"). 

3.2 Upon Licensee request R-PAC will provide Licensee with usernames and passwords linked to the email addresses of the Named Users ("Login Data"). 

4. RESPONSIBILITY FOR LOGIN DATA 

4.1 Each Party is obliged: 

4.1.1 to keep all Login Data confidential, not to communicate or disclose the Login Data to third parties (including without limitation other individuals within its organization, company or legal entity) and to protect the Login Data against intentional or accidental disclosure to third parties. No third party must be enabled to use the Login Data; 

4.1.2 to inform the other Party immediately if it has reason to assume that third parties have become aware of the Login Data or has indications of any form of unauthorized use of the Login Data; 

4.1.3 not to provide access to R-PAC Software Services to third parties in contravention of this TULA. 

4.2 Licensee shall ensure that Named Users also comply with the obligations according to Section 4.1. 

4.3 R-PAC shall not be liable for any damages resulting from any unauthorized use of R-PAC Software Services by third parties except to the extent the foregoing is caused by R-PAC. 

4.4 Licensee shall be fully liable for each and every use or abuse of R-PAC Software Services and related software, computer systems and services which may be executed using Licensee's or a Named User's Login Data, except to the extent a) the foregoing is caused by R-PAC or b) Licensee can prove that such unauthorized use was not caused by actual fault of Licensee. 

5. SERVICES AND AVAILABILITY 

5.1 R-PAC Software Services consist of access to R-PAC Software Services and use of R-PAC Software Services functionalities for Licensee and Named Users via a web user interface accessible through any browser and includes access to all individual RFID read events collected during operational processes which are saved to the R-PAC Platform (“Operational Event Data”) performed using R-PAC applications and reporting capabilities as well as item and data management services. 

5.2 R-PAC will use commercially reasonable efforts, subject to the SLA in Exhibit B, to provide access to R-PAC Software Services. R-PAC reserves the right to improve, expand, change or delete in whole or in part portions of the R-PAC Software Services. Notwithstanding the foregoing, the parties acknowledge there may occur service interruptions or performance problems due to technical reasons, e.g. electricity shortfalls, emergency repairs, failure of telecommunication systems or internet service providers, malicious cyber attacks, maintenance, or network problems. 

6. RIGHTS OF USE 

6.1 R-PAC Software Solutions and any related R-PAC applications are protected under copyright law and other statutory provisions. R-PAC grants to Licensee and Named Users the revocable, non-exclusive, non-transferable, worldwide right to access R-PAC Software Services and use the R-PAC Software Services functionalities and R-PAC applications provided by R-PAC, for its own internal business purposes provided that this use complies with the provisions of this TULA. 

6.2 Except as expressly permitted in this TULA, Licensee shall not (and shall not allow any third party to): 

6.2.1 reverse engineer, disassemble, decompile, decode, adapt, decrypt, screen scrape or otherwise attempt to derive or gain access to the source code of any of the R-PAC Software Services or any part thereof; or 

6.2.2 copy, modify, adapt, translate, enhance or otherwise create any derivative works or improvements of the R-PAC Software Services; or 

6.2.3 bypass breach, or disable any security device, copy control, or digital rights management tool, or other protection used by any of the R-PAC Software Services; or 

6.2.4 develop, produce, market, distribute, license, sell, or otherwise make available any products or services, or any product or service components, that may or do compete with the R-PAC Software Services, including any API’s or development kits, that are based upon or otherwise a modification to the R-PAC Software Services; 

6.2.5 provide, lease, lend, use for timesharing or otherwise use or allow others to use R-PAC Software Services, related services and/or content provided via R-PAC Software Services to or for the benefit of third parties; 

6.2.6. use any “open source” or “copyleft software” in a manner that would require R-PAC to disclose the source code of the R-PAC Software Services to any third party or offer the R-PAC Software Services at no charge; or 

6.2.7. remove or alter any trademarks or other proprietary right notices displayed on or in the R-PAC Software Services. 

Subscriber hereby agrees that R-PAC will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Licensee’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond. 

7. NO ILLEGAL, HARMFUL OR OFFENSIVE USE 

7.1 Licensee shall: 

7.1.1 refrain from any form of unauthorized use of R-PAC Software Services, related services, or content provided via R-PAC Software Services including but not limited to attempts made to overcome or circumvent the security mechanisms of R-PAC Software Services or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage R-PAC Software Services, content provided via R-PAC Software Services or other users. 

7.1.2 take all necessary and reasonable steps to prevent or limit damage caused by the use of R-PAC Software Services, related services, or content provided via R-PAC Software Services in particular to arrange for the regular backup of its own data outside R-PAC Software Services. 

7.1.3 not use or cause or encourage others to use R-PAC Software Services for any illegal, harmful or offensive purposes. This includes transmitting, storing, displaying, distributing or otherwise making available content that is illegal, harmful or offensive, such as: (i) content that infringes or misappropriates any third party rights, in particular intellectual property rights; (ii)content that is defamatory, obscene, abusive, invasive of privacy, racist, sexually explicit, liable to have an undesirable influence on the moral development of young people. 

7.1.4 perform or cause or encourage others to perform any activity that may impair the frictionless operation of R-PAC Software Services, including but not limited to (a) Denial of Service (DoS) attacks, (b) overloading the system by mail bombing, news bombing, broadcast attacks, or flooding techniques; or (c) monitoring or crawling techniques. 

8. DATA PROTECTION 

8.1 R-PAC represents and warrants that all data provided by R-PAC Software Services is non-personal data and any data processed by R-PAC shall be in accordance with applicable law. 

8.2 The Parties do not anticipate the transfer of any personal data or personal information in connection with the use of the R-PAC Software Services. Prior to processing any data on behalf of Customer, R-PAC will enter into appropriate written processing terms with Customer to address such processing. 

8.3 R-PAC may process Operational Event Data, subject to and in accordance with applicable law. R-PAC will not share Interaction or Operational Event Data with any third parties unless R-PAC: (i) has Licensee’s prior written consent; or (ii) is required by law, provided it shall give Licensee as much prior notice, and as many details, of such legally required disclosure as legally permitted. 

8.4 End-user data (consumers) is collected from their mobile device (browser headers). This data is processed by R-PAC Software Services using SSL (AES-256), encrypted in transit using (TLS v1.2), and stored in an encrypted Amazon Aurora database. There is no Personally Identifiable Information or stored in the R-PAC Software Services. 

8.5 Data and Security Policy details are included in Exhibit D (DATA AND SECURITY POLICY).