Nextworld End User License Agreement

Definitions for capitalized terms are in Section 8.

This Nextworld End User License Agreement ( “EULA”) governs Customer’s access to and use of the Licensed Products provided to Customer by Reseller (“Reseller”). These License Terms take effect when accepted by Customer (“Customer”) in connection with an agreement between Customer and Reseller and establish a binding legal agreement between Customer, Nextworld, LLC (“Nextworld”), and any affiliate of Nextworld. In this EULA, “we”, “us”, or “our” means Nextworld.

Nextworld operates and maintains the Licensed Products identified in the associated Software Service Order Form between Customer and Reseller. Customer agrees that Customer’s purchase of the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Nextworld regarding future functionality or features. Notwithstanding the preceding sentence, Customer’s purchase of the Licensed Products is contingent upon the receipt of the deliverables contained in any Order Forms and any SOW’s in the agreement between Reseller and Customer.

1. License Grant & Restrictions

1. Subscription to the Licensed Products. Subject to the EULA, during the term of the associated Software Order Form, Nextworld hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive subscription for Customer’s use of the Licensed Products, without the right to sublicense, as authorized and limited in the Software Service Order Form, in accordance with the Documentation solely for Customer’s internal business purposes of (a) using Licensed Products solely for Customer’s internal use in a non-production development environment[MH1] , and (b) creating Customer Developed Applications for Customer’s internal use solely on the Licensed Products with a non-production development environment. Nextworld and its licensors reserve all rights not expressly granted to Customer in these License Terms. Any act or omission of an Affiliate that would have been a breach of the License Terms had it been Customer’s act or omission will be deemed Customer’s breach of the License Terms.

2. Restrictions. Customer shall not, and shall not allow any User or third party to: (i) reverse engineer the Licensed Products, or any component of them, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of software used in the Licensed Products by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to Nextworld); or (ii) distribute, sell, sublicense, rent or otherwise transfer the right to access and/or use the Licensed Products; (iii) recreate, lease or use the Licensed Products for time sharing, hosting, service provider or like purposes; or (iv) in any way use the Licensed Products and/or Documentation to provide the Licensed Products to a third party; or (v) post or introduce any data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or into the Licensed Products (including through Third Party Apps and/or Customer Developed Applications); or (vi) remove any product identification, proprietary, copyright or other notices contained in the Licensed Products or Documentation; or (vii) modify any part of the Licensed Products, create a derivative work of any part of the Licensed Products, or incorporate the Licensed Products into or with other software, except to the extent (a) expressly authorized under this Agreement in the creation of Customer Developed Applications, or (b) expressly authorized in writing by Nextworld; or (viii) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Licensed Products from any source; or (ix) disable or attempt to circumvent any security mechanisms contained in or provided with the Licensed Products; (x) Customer shall not conduct security assessments against the Licensed Products without prior written consent from Nextworld; or (xi) utilize any device or program to enable access to the Licensed Products in a manner such that the individual accessing the Licensed Products is not counted as a User.

3. Customers Account. Reseller will provide Customer User accounts and all information reasonably requested by Nextworld. Customer is responsible for all activity occurring under Customer’s User accounts. Customer will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customers use of the Service and Customer Developed Applications, including those related to data privacy, international communications and the transmission of technical or personal data. Customer will: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Licensed Products, and will notify Nextworld promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another Service user or provide false identity information to gain access to or use the Service. Customer will not attempt to or use Customers access to the Licenses Products to knowingly interfere with or disrupt: (x) the integrity or performance of the Licensed Products or the data contained therein, or (y) other Nextworld customers’ use of the Licenses Products. The Licensed Products contains certain administrative controls that Customer can use to limit access to and use of the Licensed Products. Customer is responsible and liable for all communications, content, and other data originating from or directed by Customer during Customer’s use of the Licensed Products.

4. Customer’s Responsibility for Customer Developed Applications. Customer’s development of the Customer Developed Applications must comply with the Documentation and any other guidelines made available to Customer by Nextworld. Nextworld will attempt to provide Customer with prior notice of any changes to the Licensed Products that may impact Customer Developed Applications. Customer is solely responsible and liable for Customer Developed Applications, including all Customer Data contained therein or processed by Customer Developed Applications. Customer is solely responsible for the development, operation, and maintenance of Customer Developed Applications. Customer shall, without limitation, be solely responsible and liable for: (a) features and functions of Customer Developed Applications; (b) the accuracy and appropriateness of any materials posted on or within the Customer Developed Applications (including, among other things, any product-related materials); (c) ensuring that any materials included within Customer Developed Applications do not violate applicable law or the Documentation, and do not promote illegal activities or violate third parties’ rights; (d) to the extent Customer Developed Applications collect personal information from individuals, ensuring that Customer Developed Applications accurately and adequately disclose, either through a privacy policy or otherwise, how Customer collects, uses, stores, and discloses data collected from Customer’s Users of the Customer Developed Applications; and (e) any of Customer’s Users’ or Customers’ claims relating to Customer Developed Applications or any of Customer’s services utilized in connection with Customer Developed Applications.

5. Nextworld, at its own expense, may electronically audit Customer’s use of the Licensed Products to verify compliance with this EULA at any time. Any such audit will be designed to minimize disruption to Customer’s normal business operations. The terms of the audit will be treated as Nextworld’s Confidential Information. If an audit reveals that Customer has underpaid Fees due to Nextworld based on Customer’s usage of the Licensed Products in excess of the number of Users, seats, modules, authorized Licensed Products, then Nextworld will invoice Customer for the Fees applicable to the excess usage at Nextworld’s then-current list prices. All invoices for excess usage will be due within thirty (30) days of receipt.

2. Security; Data

1. Security

1. Nextworld will implement and maintain information security controls and processes that conform to SOC II (Type I and Type II) standards.

1. Nextworld hosts the Licensed Products with a world-class hosting provider. Nextworld does not control, and has no responsibility or liability for, security issues caused by third-party services, systems, or technologies.

2. Logical access to the Licensed Products and any related system, network and application will be controlled to account for Nextworld’s information security policies and procedures and information dissemination and storage.

3. At its sole cost and expense, Nextworld will periodically have a reputable third party recognized by the information security industry conduct penetration testing (also known as vulnerability threat assessments) on all aspects of the Licensed Products for potential areas where security could be breached.

2. Data Processing. The parties agree to comply with the terms of the Nextworld Data Processing Agreement and the Cloud Services Policies.

3. Intellectual Property Ownership; Other Rights

1. Nextworld. Nextworld and its licensors own all rights, title, and interest, including all related Intellectual Property Rights, in and to the Service, provided however, that Nextworld does not own Customer Developed Applications. The Nextworld name, the Nextworld logo, and the product names associated with the Service are trademarks of Nextworld or third parties. All rights not expressly granted in these License Terms by Nextworld are reserved by Nextworld.

2. Customer. Customer retains all of Customers right, title and interest in and to the Customer Data and Customer Developed Applications, provided that Customer’s rights in Customer Developed Applications does not include any rights in or to Licensed Products. Customer hereby grants to Nextworld all necessary licenses and rights in and to Customer Data and Customer Developed Applications solely as necessary for Nextworld to provide the Licensed Products to Customer or as required by law. Nextworld will not knowingly use or access any Customer Data and Customer Developed Applications except as necessary to provide the Licensed Products. Customer hereby grants Nextworld a nonexclusive, world-wide, royalty-free, paid-up, perpetual, irrevocable license: (a) to all of Customer’s Intellectual Property Rights in Customer Developed Applications (“Customer IP”) solely to the extent that any software application built by Nextworld with, or for use on, Nextbot infringes on Customer IP, and (b) to all of Customers Intellectual Property Rights solely to the extent necessary to provide Customer the Licensed Products.

3. Feedback. In the event Customer elects to communicate suggestions for improvements to the Service or related services (collectively, "Feedback"), Nextworld will own all right, title, and interest in and to the same, even if Customer have designated the Feedback as confidential, and Nextworld will be entitled to use the Feedback without restriction. Furthermore, any other content or information Customer post or provide to Nextworld via comments, forums, emails and the like (collectively, "Communications") will be considered the property of Nextworld. Customer hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as Nextworld may require to document, perfect, and maintain our rights to the Feedback and Communications.

4. Disclaimer of Warranties. NEXTWORLD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SERVICE, OR ANY CONTENT PROVIDED UNDER THIS AGREEMENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NEXTWORLD AND ITS LICENSORS.

5. Indemnification

1. Customers Indemnity. Customer will indemnify and hold Nextworld, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to (a) the Customer Data and Customer Developed Applications, (b) Customer’s use of the Licensed Products in breach of the License Terms, or (c) Customers violation of Applicable Law, rule, or regulation.

2. Procedure. A party seeking indemnification under this Section 5 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim, however; and (c) provide to the other party all available information and assistance.

6. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR INDEMNITY OBLIGATIONS AND BREACH OF CONFIDENTIALITY, NONE OF THE PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NONE OF THE PARTIES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CLIENT IN CONNECTION WITH THESE LICENSE TERMS. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, 5.2(B), OR 5.2(C), EACH PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO ANY PARTY FOR USE OF THE SERVICE IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO ANY PARTY FOR USE OF THE LICENSED PRODUCTS OVER THE TERM OF THE AGREEMENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, IN NO EVENT SHALL NEXTWORLD’S AGGREGATE LIABILITY UNDER SECTION 5.2(A) OR 5.2(B) EXCEED $5,000.00.

7. Term; Termination; Post Termination Support

1. These License Terms will immediately terminate upon termination or expiration of the associated Order Form or the agreement between Customer and Reseller governing Customer’s access and use of the Service. Upon termination of the License Terms, all rights and licenses granted under the License Terms will immediately terminate.

2. Upon termination or expiration of the Software Order Form between Customer and Reseller for any reason, in the event Reseller does not support the Licensed Products or any third-party offerings listed on Software Order Form between Customer and Reseller (collectively, “Ordered Offerings”), Nextworld will offer you maintenance and support services for the Ordered Offerings in accordance with Nextworld’s standard terms and conditions. Customer will provide reasonable cooperation to Nextworld to transfer maintenance and support responsibilities to the Ordered Offerings to Nextworld.

3. Nextworld reserves the right to suspend its provision of the Licensed Products to the applicable Customer if it has reason to believe that Customer is not in compliance with the Customer Agreement or the EULA, or if Nextworld is not paid amounts owed under this Agreement when due.

8. Definitions

“Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or Nextworld respectively, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Customer Data” means any business data, information or content (including without limitation personally identifiable information) provided, made available, or submitted by Customer to the Licensed Products through Licensed Products APIs, including through Customer Developed Applications and Licensed Products.

“Confidential Information” means any and all data, documents, materials, and other information, whether in tangible or intangible form, that relates to the business of a party and is identified or referred to as “confidential” or “proprietary” (or any equivalent term) or that the other party otherwise knows or would reasonably be expected to know (due to the nature of the subject matter or the circumstances surrounding such information’s disclosure) that the first party considers to be proprietary or confidential.

“Customer Developed Applications” means any independent or new applications based on the Licensed Technology Products and any customizations to any Licensed Technology Products developed by Customer’s Development Users for use with the Licensed Technology Products under the terms of this Agreement.

“Customer Developed Application User” means an employee (or temporary employee), or Contractors, of Customer and/or Customer’s Affiliates who is authorized to only use and access Customer Developed Applications and Licensed Products. Each user of Customer Developed Applications requires a Customer Developed Application User license.

“Documentation” means any documents made available to the Customer by Nextworld from time to time in digital or electronic format, that describe the features, functionalities, proper use, and operation of the Licensed Products.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Licensed Products” means Nextworld products identified in the associated Software Service Order Form between Customer and Reseller.

Non-Production Environment(s) means online environment(s) dedicated to use in testing the Licensed Products

“Usage Data” means any and all data collected or generated by the Licensed Products or Nextworld related to or in connection with Customer’s and its Users’ use of the Licensed Products (including without limitation, any information of or related to device data and information, network monitoring, analysis in an aggregated form).

“Development User(s)” means an employee (or temporary employee), or independent contractor of Customer and/or Customer’s Affiliates who is permitted to develop Customer Developed Applications.

Version 1.0 October 2025