EULA SCALAR

2.1 Application Account. To access and use the Application, it may require the registration of an account (“Application Account”) and to sign-in before it can be used. By registering an Application Account, you warrant that you are of legal age and have unrestricted legal capacity in your country of domicile or residence, or that you are of eight-teen (18) years of age.

2.2 Accuracy. You warrant that all information provided to ZF in the registration process or otherwise is true and accurate. You shall keep such information up to date at any time.

2.3 Confidentiality. You agree to keep your login and password confidential and to not share it with anyone. You acknowledge that you are fully responsible for the use that is made of your Application Account, including any third-party use irrespective of whether you authorized such use or not. You shall be fully liable for any losses and/or damages that may result from any such use. You agree to immediately notify ZF of any unauthorized access or use of your Application Account or any other breach of security.

2.4 Cancellation of Application Account. ZF reserves the right to temporarily or permanently cancel your Application Account at any time without notice and without any compensation, for any reason whatsoever, without incurring any liability.

2.5 Security tests. ZF is entitled to access the Application to the extent necessary to conduct periodical penetration and security tests. ZF’s employees that access the Application shall be bound by an obligation of confidentiality.

3.1 Scope of license. Subject to your compliance with the EULA, ZF grants you, and you accept, a personal, non-exclusive, non- transferable, revocable, and limited license, without right of sublicense, to use the Application, subject to limitations set below. This license does not allow you to use the Application or the services on any other device that you do not own or control. If the Application requires you to download and install a software, you may:

(a) download, install and use the Software for your internal business purposes only:

(i)on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or

(ii)if the Licence is a multi-user or network licence, by the number of concurrent users agreed;

(b) provided you comply with the provisions in this EULA, make a reasonable amount of copies of the software which are required for back-up purposes only or for any other purposes as permitted under the law;

(c) receive and use any free supplementary software code or update of the software incorporating "patches" and corrections of errors as may be provided by us from time to time; and

(d) use any documents in support of the use permitted under this EULA and make copies of the related documents as are reasonably necessary for the software’s lawful use.

3.2 Restrictions. Unless and to the extent permitted by applicable law and subject to clause 3.1, you are not allowed to (i) copy, modify or create derivatives of the Application; (ii) resell, transfer, assign, lease, lend, or license the Application to third parties; (iii) deep-link, reverse engineer, disassemble or monitor (e.g. spider, scrape) the Application; (iv) harass, threaten or bully any other users, nor post or submit any abusive, threatening, bullying, harassing, obscene, defamatory, offensive, pornographic or illegal content, or content that infringes or violates the rights of someone else, or impersonate any other person; (v) sell, exchange, transfer, give as a gift, your Application Account as well as spread the information about any intention to perform the above; (vi) disrupt or attempt to disrupt the Application or any other person’s use or enjoyment of the Application; and (vii) attempt to gain unauthorized access to the Application, to Application Accounts registered to others, or to networks from which portions of the Application are provided, including by circumventing or bypassing security mechanisms for the Application. Without prejudice to the EULA, ZF and/or its licensors reserve all rights on the Application not expressly granted herein.

3.3 When allowed to make copies under this EULA, you must: (i) keep all copies of the software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the software; (ii) include our copyright notice on all entire and partial copies you make of the software on any medium.

3.4 No obligations of ZF. ZF shall have no obligation to monitor the use of the Application or to edit, review or modify any content or any functionality of the Application. ZF reserves its right to edit, review or modify the content or any functionality of the Application without prior notice at any time notably without limitation for purposes of compliance with the EULA or any applicable law. ZF reserves its right to investigate on any infringement or behavior affecting the Application. ZF reserves its right to cooperate with competent authorities in case of violation of any applicable law.

3.5 Representations and warranties of the user. You represent and warrant (i) to use your Application Account and the Application for internal business purposes only; (ii) not to infringe, or cause a third party to infringe, any applicable law or regulation; (iii) not to use your Application Account and the Application for any unlawful purpose; (iv) not infringe any intellectual property right, or other proprietary right or right of publicity or privacy; (v) not to include incomplete, false or inaccurate information about yourself or any information about any other individual, company or other legal entity; and (vi) that your use of the Application shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

4.1 Ownership of ZF. ZF and its licensors own the copyright and all intellectual property rights in and to the Application and on the content published on or through the Application or have acquired an appropriate consent or license from third parties. The rights in the Application and the services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Application or the Services other than the right to use them in accordance with this EULA. ZF shall at all times own all rights and interests (including any and all intellectual property rights, whether existing, contingent or future) in respect of the Application including, without limitation, any graphic or literary elements thereof (logos, trademarks or trade names, pictures, photographs, designs, texts, video or audio files, etc.), any database, any software, computer program, routines, scripts, applets, or any directories or files of whatever nature, necessary for the processing or the use of the Application (hereinafter collectively referred to as the “Protected Materials”). ZF shall have the sole right to prosecute and maintain any registrations of any intellectual property rights in the Protected Materials and to defend any claim of infringement related thereto.

4.2 Infringement. If you think that the Application or the provision of any content of the Application infringe any copyright or other intellectual property right, you may at all times contact ZF at Yrtny.pipf-qpf@ms.pbz and ask ZF to remove such content from the Application.

4.3 ZF shall license to the user the use of the Protected Materials to the extent strictly necessary to manage and use the Application under this EULA. This license shall not be deemed to extend to any programs, software, or materials of ZF other than the Protected Materials, unless specifically agreed otherwise by the Parties in writing. The user shall not permit any third party to use the licensed Protected Materials, nor itself use the Protected Materials on behalf of, or for the benefit of, any third party in any manner whatsoever. This license shall not be construed as granting the users any right whatsoever in the Application, or any other Protected Materials or intellectual property rights owned by ZF.

4.4 The user shall indemnify ZF in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by ZF arising out of or in connection with any claim brought against ZF, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights by the user arising out of, or in connection with, the receipt or use in the performance of this EULA.

5.1 Automated updates and modifications. To improve the Application, ZF reserves the right to introduce automatic updates and modifications into the Application (if applicable) so long as your device is connected to the Internet, without your needing to install the said updates and modifications manually. To ensure efficiency of the mentioned updates and modifications and to enable you to continue using the Application, you hereby express consent to the introduction of such updates and modifications. All updates constitute an integral part of the Application, and the rules of this EULA shall apply to such updates.

5.2 Non-automated updates and modifications. You also agree that ZF may require you to accept and download updates for further use or access to the Application when it is necessary for proper functioning of the Application.

6.1 Privacy policy. The Application’s privacy policy is available here.

6.2 Purpose. ZF will use any user personal data for the purpose of providing the services through the Application.

6.3 Compliance with applicable laws. ZF will comply with any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation in the EU relating to the processing, privacy, and use of Personal Data, as applicable, including (without limitation) EU Regulation 2016/679 (“GDPR”) and/or any implementing or related legislation; in each case, as in force and applicable, and as may be amended, supplemented, or replaced from time to time (“Applicable Data Protection Laws”). This article is in addition to, and does not relieve, remove, or replace, the Parties' obligations or rights under the Applicable Data Protection Laws.

6.4 ZF shall, in relation to the user personal data, comply with its obligations under the Applicable Data Protection Laws including without limitation:

a) Ensuring there is a lawful basis on which to process the user personal data;

b) Ensuring that appropriate privacy notices and/or policies are communicated to the user which explain how the user personal data will be processed;

c) Be responsible for providing the information referred to in Articles 13 and 14 of the GDPR to the user;

d) ZF will maintain appropriate organizational, physical, and technical safeguards for the protection of the security, confidentiality, integrity, and privacy of the users’ personal data. These safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of user’s personal data.

6.5 Accuracy of the user personal data. The user acknowledges that it will have sole responsibility for the reliability, and accuracy of its own personal data that it fed into the Application.

7.1 For purposes of the EULA, “Force Majeure” shall mean any occurrence beyond the reasonable control of the affected Party which it could not reasonably have foreseen and avoided or overcome, and which realistically makes it impossible for the affected party to perform one or more of its obligations pursuant to the EULA.

7.2 The affected Party shall, as soon as possible after learning of the occurrence of an event of Force Majeure, notify the other Party of such event and shall within a reasonable delay after the day of learning of such occurrence, provide the other Party with a written statement with respect to such event. Such a written statement shall include a precise description of the Force Majeure event and the reasons of the delay or the inability to perform the obligations resulting from the EULA.

7.3 Further, the affected Party shall use reasonable commercial efforts to mitigate the effects of Force Majeure and shall, during the continuation of Force Majeure, provide the other Party with regular updates, if and when available, of the extent and expected duration of its inability to perform.

7.4 In the event of Force Majeure no breach or default by the affected Party shall be deemed to have occurred and the affected Party shall be released from the obligations which Force Majeure prevents it from performing, for the period of time during which, and to the extent that, Force Majeure renders such performance impossible.

8.1 No warranties. You agree that your access and use of the Application shall be at your sole risk and liability. You acknowledge that the content of the Application is provided to you “as is” and “as available”, and that to the fullest extent permitted by applicable law, ZF disclaims all warranties, express or implied, in connection with the Application and your access and use thereof.

8.2 No further representations and warranties. Furthermore, ZF makes no warranties or representations about and bears, unless fraudulent intent or gross negligence, no liability for (i) the accuracy or completeness of the content of the Application including but not limited to any errors, mistakes, inaccuracies of content, as well as its timely and proper delivery; (ii) limitations; or (iii) property damage, of any nature whatsoever resulting from (a) your access or use of the Application;(b) any unauthorized access or use of any and all data, personal information and/or financial information stored through or on the Application; (c) any interruption or cessation of transmission of data and/or information to or from the Application; (d) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Application by any third party; (e) any errors or omissions in any content; (f) or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, published, uploaded, linked from, or otherwise made available via the Application.

8.3 No liability. To the extent permitted by applicable law, ZF and/or its licensors waives all liability for any direct, indirect, consequential, or special losses or damages of any kind whatsoever, arising from, or in connection with, the access and use of the Application, including authorized or unauthorized third-party use of Application Accounts, or any reliance on any of the content provided on or otherwise in connection with the Application.

9.1 Indemnification. You shall defend, hold harmless and indemnify ZF and/or its licensors for any claim, demand, dispute, litigation, damage or loss (including reasonable attorney’s fees) incurred by ZF from another user of the Application or a third party arising out of your access and use of the Application and/or any infringement of the EULA.

10.1 Term. This EULA commences on the date the user registers on the Application and will remain in full force and effect while you are a user of the Application.

10.2 Discontinue use by the user. The user may discontinue the use of the Application at any time, for any reason, and with immediate effect without having to comply with any form requirement.

10.3 Suspension and termination. You agree that ZF may, at ZF’s sole discretion, suspend or terminate your Application Account, including all rights and licenses granted thereunder, and/or your access and/or use to all or part of the Application with or without notice and for any reason, including, without limitation, breach of this EULA. Any suspected illegal, fraudulent, or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to access and/or use the Application will immediately cease, and subject to applicable law, ZF reserves the right to remove or delete any information and/or content including any Application Account or login information.

10.4 Effect of termination. Termination of the EULA will not have any effect on the disclaimers, waiver, or liability limitations, or legal disputes provisions under the EULA, and all of those terms will survive any termination of the EULA. If we end your rights to use the Application and services:

a) You must stop all activities authorized by the EULA, including your use of the Application and any services.

b) You may not continue to use the Application under the same account, a different account or re-register under a new account. You shall no longer have access to data and other material kept on the Application by you, if any.

c) If the Application required you to download and install a software, you must also immediately and permanently delete or remove the software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the software and related documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

11.1 Miscellaneous. If any provision of the EULA is or becomes invalid, unenforceable, or non-binding, this shall not affect any other provision thereof. In such event, such invalid, unenforceable or non-binding provision shall nonetheless be enforced to the fullest extent permitted under applicable law, insofar as the invalid, unenforceable or non-binding provision shall be replaced by a valid, enforceable, and binding provision reflecting to the greatest extent possible the intent of the original provision.

11.2 Assignment. ZF may at its own discretion at any time assign and/or delegate its rights and obligations under this EULA or any part of them to any third party without notice to you. You may not assign your rights and obligations under this EULA in whole or in part to any person or entity without ZF’s prior written consent, and any unauthorized assignment and delegation by you is void.

11.3 Entire agreement. This EULA constitutes the full agreement between ZF and you regarding the access and use of the Application by you and substitutes any previous or simultaneous oral and written agreements regarding the subject matter hereof.

11.4 EULA’s language. Only the English version of this document has legal effect. Any translations of this document to other languages are provided for your convenience only.

12.1 Contact. If you have any questions regarding the Application, or the EULA please contact ZF Global CV Systems GmbH at Yrtny.pipf-qpf@ms.pbz .