Version: v2026.2

This Software License Agreement (the "Agreement") along with its integrated Annexes is entered into and made effective as of the date set out in the applicable order form (the "Effective Date"):

BETWEEN:

• Atomikos BV, a company organized and existing under the laws of Belgium, having its registered office at Hoveniersstraat 39/1, 2800 Mechelen, Belgium, registered with the Crossroads Bank for Enterprises (KBO/BCE) under number 0474136394, and legally represented herein by Guy Pardon, in their capacity as Director

Hereinafter referred to as "Atomikos"; and

• the Customer, being the entity that accepts this Agreement by placing an order, paying an invoice, or using the Software ("Customer" or "You"). The identification details of the Customer and the effective date are set out in the applicable order form, quotation or invoice.

Hereinafter referred to as the "Customer" or "You". Atomikos and the Customer shall hereinafter collectively be referred to as the "Parties" and individually as a "Party".

PREAMBLE

WHEREAS, Atomikos develops, maintains, and markets specialized high-performance transaction management software solutions, including the proprietary software platform known as "ExtremeTransactions"; WHEREAS, the Software licensed hereunder is the commercial proprietary ExtremeTransactions product suite, as further detailed in the applicable quotation or order form; WHEREAS, the Customer desires to obtain a license to utilize the Software for its internal business operations, specifically for integration as a library within the Customer’s internaxl applications, and Atomikos is willing to grant such a license subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

ARTICLE 1. DEFINITIONS AND ORDER OF PRECEDENCE

1.1 Definitions

Capitalized terms used in this Agreement shall have the meanings assigned below, unless expressly defined otherwise herein:

• "Agreement" means this Software License Agreement, including any Annexes, schedules, order forms, or written amendments signed by authorized representatives of both Parties.
• "Annex" means any appendix, schedule, or dependent document attached hereto or explicitly incorporated by reference, which forms an integral part of this Agreement.
• "Intellectual Property Rights" means all current and pending patents, utility models, copyrights, trademarks, logos, trade names, database rights, algorithms, know-how, and all other intellectual or industrial property rights anywhere in the world, whether registered or unregistered.
• "Software" means the proprietary Atomikos ExtremeTransactions software product suite specified in the applicable quotation or order form, including executable code (object code), accompanying documentation, materials, error corrections, patches, updates, and maintenance releases provided under this Agreement. The Software as delivered may also include source code; any such source code is licensed under this Agreement and not under any open-source licence, remains the exclusive property of Atomikos and constitutes Confidential Information, and its delivery and continued availability are not guaranteed except as separately agreed under the applicable DORA addendum terms.
• "Subscription" means the paid right granted to the Customer to use the Software and receive support services during the applicable term in accordance with the commercial parameters defined in the order form.

1.2 Order of Precedence

The contractual relationship between the Parties consists of the following documents. In the event of any conflict or inconsistency between the provisions of these documents, the decreasing order of precedence shall be as follows:

• The applicable commercial quotation, order form, or commercial proposal accepted by both Parties;
• This Software License Agreement (ExtremeTransactions Production License body);
• The DORA Addendum, where entered into, which prevails over the other documents listed in this clause insofar as DORA is concerned;
• Annex A: Support Terms & Conditions;
• Annex B: OEM Terms & Conditions (only applicable where redistribution or embedded-use rights are expressly granted in writing);
• Annex C: Reseller Terms & Conditions (only applicable where the contracting party acts as an authorized reseller or channel partner).

ARTICLE 2. LICENSE GRANT AND SCOPE

2.1 Grant of License

Subject to the timely payment of all applicable fees and compliance with the terms of this Agreement, Atomikos grants to the Customer a non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software during the active Subscription term. Use of the Software for internal development and testing under a development subscription is governed by the separate ExtremeTransactions Development License.

2.2 Scope of Use

The Software is licensed solely for the Customer's internal business purposes. For the avoidance of doubt, 'use' includes the integration of the Software as a library within the Customer’s internal applications.

2.3 No Transfer of Ownership

Unless expressly agreed otherwise in writing, no ownership rights or Intellectual Property Rights in the Software are transferred to the Customer. No implied licenses are granted under this Agreement.

2.4 No Downstream Obligations

The license granted herein is exclusively for the Customer's internal business purposes. The Customer acknowledges that Atomikos assumes no direct legal, technical, or support obligations toward any downstream end-users or clients of the Customer, regardless of whether the Software is integrated into the Customer's products or services. Any communication, technical support, or assistance provided by Atomikos to a downstream end-user at the request of the Customer shall be considered as support provided to the Customer, and the Customer shall remain solely responsible for the contractual relationship and the management of all requirements (including compliance mandates) toward such downstream end-user.

ARTICLE 3. USAGE RESTRICTIONS AND AUDIT RIGHTS

3.1 Usage Restrictions

The Customer shall not, and shall not permit or instruct any third party to: sublicense, rent, lease, lend, redistribute, or commercially exploit the Software as a standalone product; modify, adapt, translate, decompile, disassemble, or reverse engineer the Software, or use, reproduce or exploit any source code provided otherwise than as permitted by this Agreement, except solely to the extent that mandatory applicable law expressly permits; expose, publish, or distribute Software artifacts through public repositories, public websites, or public package registries; or disclose any benchmark results or performance test results relating to the Software without prior written consent from Atomikos.

3.2 Audit Rights

Atomikos may, at its own expense, verify the Customer's compliance with this Agreement. Audits may occur no more than once per calendar year, unless reasonable grounds to suspect a material violation exist. Atomikos shall provide at least thirty (30) days' prior written notice. Verification shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the Customer’s normal operations. Audits shall be limited to documentation strictly necessary to verify compliance.

3.3 Open-source components and scope of contractual obligations

The following applies alongside the licence and the Support Terms & Conditions:

• (a) All support, maintenance, service levels (SLAs), as well as all contractual DORA obligations and assurances of Atomikos, apply solely to a paid ExtremeTransactions subscription with active support, save as separately agreed in writing.
• (b) TransactionsEssentials is provided solely under the open source Apache 2.0 licence, "as is", without support, without SLA, without contractual maintenance, without any availability commitment and without any ongoing service relationship with Atomikos. The Apache 2.0 licence governs that use exclusively. The mere use of TransactionsEssentials under this licence gives rise to no contractual DORA obligation of Atomikos.
• © The parties acknowledge that the use of TransactionsEssentials, without support or active subscription, does not constitute an ongoing provision of an ICT service by Atomikos under a contractual arrangement within the meaning of DORA, and that Atomikos is not the ICT third-party service provider of the user in that regard. The management of the open source component risk (version selection, corrections, vulnerabilities, dependencies, testing, software composition analysis and patching) rests with the user within its own ICT risk management framework.
• (d) The user is solely responsible for the selection, download, deployment, configuration, testing, patching and management of the correct version. Atomikos makes the binaries available for download; responsibility for using the correct version suitable for the user's environment rests solely with the user. To avoid doubt as to the version used, the following criterion applies: any version available under the open source Apache 2.0 licence via the public download site Maven Central is the open source version (TransactionsEssentials); the paid ExtremeTransactions binaries are made available solely under the subscription and are not available via Maven Central. In case of doubt, the licence under which the version concerned was obtained is decisive.

ARTICLE 4. INTELLECTUAL PROPERTY AND REFERENCES

4.1 Intellectual Property Retention

All Intellectual Property Rights in and to the Software, documentation, Atomikos trademarks and logos, any and all improvements, modifications, updates, feedback provided by the Customer, and all copies, or extensions thereof remain the sole and exclusive property of Atomikos and/or its licensors.

4.2 Customer References

Unless otherwise agreed in writing, Atomikos may identify the Customer by name as a customer in general customer listings, sales materials, and commercial proposals. Any further commercial marketing use, including detailed case studies or press releases, requires prior written approval.

4.3 Limited Warranty Against Infringement and Exclusive Remedy

Atomikos shall defend the Customer against any third-party claim that the Software, as provided by Atomikos and used in accordance with this Agreement, infringes or misappropriates any Intellectual Property Right of that third party ("IPR Claim"). The Customer must provide prompt written notice of any IPR Claim and fully cooperate with Atomikos. If the Software is held to infringe or, in Atomikos’s reasonable opinion, is likely to infringe, Atomikos shall, at its sole discretion, elect to either: (a) modify the Software so that it becomes non-infringing; (b) obtain a license for the Customer to continue using the Software; or © terminate the relevant Subscription and refund any prepaid, unused fees on a pro-rata basis. Atomikos shall have no obligation for IPR Claims arising from (i) unauthorized modifications of the Software; (ii) combination of the Software with products or data not supplied by Atomikos; or (iii) use of the Software outside the scope of this Agreement. THIS SECTION 4.3 SETS FORTH ATOMIKOS’S ENTIRE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY IPR CLAIMS.

4.4 Non-Contest

The Customer acknowledges that the Intellectual Property Rights of Atomikos are valid. The Customer shall not, during the term of this Agreement or at any time thereafter, contest the validity or ownership of any Intellectual Property Rights of Atomikos or aid any third party in doing so.

ARTICLE 5. FEES, PAYMENT AND TAXES

5.1 Subscription Fees

License and support fees are prepaid, non-refundable, and calculated on an annual subscription basis. Fees for any renewal term shall be in accordance with Atomikos’s then-current price list (Annex E) or as otherwise specified in a signed quotation. Atomikos will inform the Customer of applicable renewal fees no later than four (4) months prior to the expiration of the current term.

5.2 Late Payments

If payment of any undisputed invoice remains outstanding after the due date, Atomikos reserves the right to suspend performance of its obligations, including access credentials and support services, until the Customer has fully complied with its payment obligations. During any such suspension, all applicable service levels, response times and support commitments are suspended and no credits or remedies accrue in the Customer’s favour, and Atomikos shall not be liable for any loss, damage or consequence arising from a suspension exercised in accordance with this Section. Suspension for non-payment does not relieve the Customer of its payment obligations, and reactivation may be made conditional upon payment of all outstanding amounts.

5.3 Taxes

All fees quoted by Atomikos are exclusive of any sales tax, value-added tax (VAT), withholding tax, customs duty, or any other government levy or tax, excluding taxes based on Atomikos' net income. The Customer shall be solely responsible for the payment of all such taxes and duties resulting from transactions under this Agreement.

ARTICLE 6. WARRANTIES AND DISCLAIMER

6.1 Limited Warranty

Atomikos warrants that, during the active Subscription term, the Software will perform in substantial conformance with the published specifications and official documentation provided by Atomikos. This limited warranty does not guarantee that the operation of the Software will be completely uninterrupted or error-free.

6.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 6.1, THE SOFTWARE IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Atomikos DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Disclaimer of High-Risk Use

The Software is not designed or intended for use in environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, or weapons systems, where the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Atomikos expressly disclaims any express or implied warranty of fitness for such high-risk activities.

6.4 Exclusive Support and Maintenance

The Customer acknowledges that the Subscription grants the right to receive support and maintenance services exclusively as detailed in Annex A (Support Terms & Conditions). Atomikos assumes no further obligations regarding uptime, service levels, bug resolution time, or system administration support beyond the scope explicitly defined in Annex A.

ARTICLE 7. LIABILITY AND LIMITATIONS

7.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

7.2 Definition of Damage Types

In alignment with relevant jurisprudence, Indirect Damages shall strictly exclude immediate operational costs. Direct Damages shall strictly encompass reasonable and immediate costs directly incurred to cure a proven breach, including the direct costs of technical rectification or data restoration.

7.3 General Liability Cap

Each Party's maximum aggregate and cumulative liability for all claims, losses, or damages arising out of or in connection with this Agreement shall be strictly limited to the total fees actually paid by the Customer to Atomikos during the twelve (12) months preceding the first event giving rise to such liability. This cap shall not apply to fraud, willful misconduct, gross negligence, or breach of intellectual property rights.

ARTICLE 8. INDEMNIFICATION

8.1 Customer Indemnification

The Customer shall defend, indemnify, and hold Atomikos harmless from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's use of the Software outside the express scope of the license granted herein; (b) any third-party claims arising from the Customer's products, services, or data that incorporate the Software; or © the Customer’s failure to comply with any applicable law or regulation, including data protection laws.

ARTICLE 9. TERM AND TERMINATION

9.1 Term and Renewal

This Agreement shall commence on the Effective Date and remain in effect for the initial term specified in the applicable Order Form. This Agreement shall automatically renew for successive renewal periods of twelve (12) months, unless either Party provides explicit written notice of non-renewal at least three (3) months prior to the expiration of the then-current term. Renewal shall be subject to the fees as set forth in Atomikos’s then-current price list (Annex E) applicable at the time of renewal.

9.2 Termination for Cause

Either Party may terminate this Agreement immediately if the other Party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after written notice, or files for bankruptcy, liquidation, or ceases its business operations.

9.3 Effect of Termination

Upon any termination or expiration of this Agreement or a Subscription, all licenses granted under this Agreement shall immediately cease. The Customer must immediately cease all use of the Software and, upon Atomikos’s request, certify in writing that it has destroyed or returned all copies of the Software and related Confidential Information. Termination shall not relieve the Customer of any obligation to pay outstanding fees due to Atomikos.

9.4 Applicable Terms on Renewal

Each renewal term shall be governed by the version of this Agreement and its Annexes that Atomikos makes available or communicates to the Customer together with the applicable renewal quotation, order form, or renewal invoice, provided such version is communicated no later than the moment at which Atomikos informs the Customer of the applicable renewal fees under Section 5.1. Where the Customer does not wish to accept the communicated version, its sole remedy is to give notice of non-renewal in accordance with Section 9.1. Failing such notice, any act by which the Customer proceeds with the renewal, including issuing a purchase order, confirming the quotation, requesting the renewal, approving the renewal through Atomikos’s customer portal, or paying the renewal invoice, shall constitute acceptance of the communicated version for the corresponding renewal term.

ARTICLE 10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law

This Agreement and all legal relationships arising out of or in connection with it shall be governed exclusively by and construed in accordance with the laws of the Kingdom of Belgium. The CISG is expressly excluded.

10.2 Jurisdiction

Any dispute arising out of or relating to this contract, which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the competent courts of Mechelen, Belgium.

ARTICLE 11. MISCELLANEOUS PROVISIONS

11.1 Confidentiality

Each Party shall protect the Confidential Information of the other Party using at least reasonable care and shall use such information solely for the purposes of this Agreement. Confidential Information excludes information that is publicly available without a breach of this Agreement, was lawfully known before disclosure, is independently developed, or is lawfully received from third parties. These confidentiality obligations shall survive the termination or expiration of this Agreement for five (5) years.

11.2 Entire Agreement and Amendments

This Agreement, together with the integrated Annexes and the applicable Order Form, constitutes the entire agreement between the Parties relating to its subject matter. It supersedes all prior agreements, representations and understandings between the Parties relating to that subject matter, including the Atomikos general conditions previously made available at General Conditions. Any Customer terms contained in purchase orders, procurement portals, invoices, or other Customer documentation shall have no legal effect unless expressly accepted in writing by an authorized representative of Atomikos. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. Without prejudice to the foregoing, the Customer’s acceptance of a quotation or order form by any means (including issuing a purchase order, written or electronic confirmation, or approval through Atomikos’s customer portal), or the Customer’s payment of the corresponding invoice, constitutes acceptance of the version of this Agreement and its Annexes made available or communicated by Atomikos with that quotation, order form, or invoice.

11.3 No Third-Party Rights

Unless expressly stated otherwise, this Agreement creates rights and obligations solely between Atomikos and the Customer. No third party, including affiliates, end users, or distributors, acquires rights as a third-party beneficiary under this Agreement.

11.4 Export Regulations

The Customer shall comply with all applicable Belgian, European Union, and international export control laws and regulations.

11.5 Survival

The provisions governing Intellectual Property Rights (Article 4), Confidentiality (Article 11.1), Liability and Limitations (Article 7), payment obligations (Article 5), Governing Law and Jurisdiction (Article 10), restrictions on redistribution, and customer-reference limitations (Article 4.2) shall fully survive the expiration or termination of this Agreement.

11.6 Data Protection and Processing

The Parties acknowledge that Atomikos is generally not considered a data processor acting on behalf of the Customer under the GDPR. To the extent Atomikos incidentally processes technical data, logs, or diagnostic information during the performance of support services, such processing is strictly limited to what is necessary for technical service delivery, security, and quality control. The Customer remains solely responsible for ensuring that no unnecessary or sensitive personal data is transmitted to Atomikos and warrants that it has all necessary consents and legal bases to allow Atomikos to use any such transmitted data for the purpose of fulfilling its obligations under this Agreement.

11.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance of its obligations hereunder (with the exception of payment obligations) caused by events beyond the reasonable control of the affected Party, including but not limited to, acts of God, war, terrorism, civil unrest, natural disasters, widespread power failures, governmental acts, or public health emergencies. The affected Party must promptly notify the other Party of the event, its anticipated duration, and the resulting non-performance, and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure event. If the Force Majeure event prevents performance of a material obligation for a continuous period exceeding ninety (90) days, the non-affected Party may terminate this Agreement immediately upon written notice.

11.8 Assignment

The Customer shall not assign, delegate, or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law, merger, change of control, or otherwise, without the prior explicit written consent of Atomikos. Atomikos may assign this Agreement without the Customer's consent.

11.9 Notices

All formal notices required or permitted under this Agreement must be in writing and sent by email to the email address designated by the recipient Party (or, absent designation, to that Party’s last known email address used for notices), with a request for confirmation of receipt. A notice is deemed effectively given on the date on which the recipient confirms receipt by return email. If the recipient does not confirm receipt within five (5) business days of the email being sent, the notifying Party shall send the notice by certified or registered mail, postage prepaid, in which case the notice is deemed effectively given on the second business day after posting.

11.10 Severability

If any court or competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

ARTICLE 12. CONCLUDING PROVISIONS

12.1 Annexes

The following documents are integrated into this Agreement and form an integral and non-severable part hereof:

• The applicable Order Form or commercial quotation;
• Annex A (Support Terms & Conditions);
• Annex B (OEM Terms & Conditions);
• Annex C (Reseller Terms & Conditions); and
• Annex D (Data Processing Agreement, if required under applicable law).
• Annex E (Price List)

12.2 Acceptance

This Agreement takes effect when the Customer accepts it by placing an order, paying an invoice, or using the Software, and does not require signature or the exchange of counterparts.

ANNEX A: SUPPORT TERMS & CONDITIONS

The Support Terms & Conditions applicable to the Subscription are set out in the separate Atomikos Support Terms & Conditions document, version v2026.2 or the version subsequently made available or communicated by Atomikos in accordance with Section 9.4, available at Support Terms & Conditions and provided to the Customer together with the applicable quotation, order form, or invoice. That document constitutes Annex A to this Agreement, is incorporated herein by reference, and forms an integral part of it. It is the single authoritative version of the Support Terms & Conditions, and where any other copy or summary of the support terms conflicts with it, the version referred to in this Annex A prevails.

ANNEX B: OEM TERMS & CONDITIONS FOR SOFTWARE VENDORS

1. Scope and Authorization

These OEM Terms and Conditions apply exclusively where the Customer has explicitly purchased or otherwise received formal, explicit written authorization from Atomikos granting OEM, embedded-use, or downstream commercial redistribution rights. Subject to these terms, Atomikos grants the Customer a non-exclusive, non-transferable, revocable right to redistribute the Software solely as integrated as a library component within the Customer’s own proprietary software product, and in object-code form only. No title or ownership rights in the Software are transferred downstream. Any redistribution by the OEM is subject to downstream terms that are no less protective of Atomikos than this Agreement.

2. Distribution Restrictions

The Customer shall strictly comply with the following distribution boundaries:

• The Customer shall not redistribute or market the Software as a standalone product or service bureau platform independent of the integrated Customer application.
• The Customer shall not expose, host, or distribute Software artifacts through public repositories, public websites, or open package registries, and shall prevent public search indexing or independent discoverability of Atomikos components.
• The Customer shall not remove, alter, or obscure any proprietary copyright notices, trademark indicators, or ownership tags embedded within or accompanying the Software.
• Any downstream distribution through third-party distributors, master white-label arrangements, or channel syndicates requires the prior, explicit written approval of Atomikos.

3. Downstream Support and Contractual Relationships

The Customer retains full legal and commercial responsibility for all downstream client compliance, customer-facing interactions, and contractual relationships. Atomikos owes no direct legal or operational obligations to the Customer's end users or distributors. Under this OEM framework, the Customer is required to provide comprehensive first-line and second-line technical support directly to its downstream users. Atomikos' support obligations are strictly limited to providing third-line developer support directly to the Customer's designated technical team for core issues residing within the Software code.

4. Branding, Trademarks, and Compliance Verification

No ownership rights in Atomikos trademarks or branding are transferred. The Customer shall not imply official endorsement or misuse logos without explicit written authorization. Atomikos retains the right to audit the Customer's compliance with these OEM distribution boundaries no more than once per calendar year, upon reasonable written notice and during standard business hours. Such verification shall be conducted to minimize operational interference and shall be limited to relevant deployment documentation. The Customer shall not use ‘Transaction Manager’, ‘ExtremeTransactions’, ‘Atomikos’, or any Atomikos trademark, product name, or confusingly similar term as, or as part of, the name, trademark, or marketing designation of the Customer’s own product, application, or service. The Customer shall market its product under its own brand and may refer to the embedded Atomikos component only in a factual and non-prominent manner (for example, ‘powered by Atomikos’ or ‘includes Atomikos technology’), without suggesting that the Customer’s product is an Atomikos product or originates from Atomikos.

ANNEX C: RESELLER TERMS & CONDITIONS

1. Scope and Legal Relationship

These Reseller Terms apply exclusively where the contracting entity is explicitly authorized in writing by Atomikos to act as a commercial reseller, channel partner, or procurement intermediary. Reseller rights are strictly non-exclusive, non-transferable, and revocable upon material breach. The Reseller acts strictly as an independent contractor. Nothing in these terms shall create an agency, legal partnership, joint venture, or employment relationship. The Reseller has no authority to bind Atomikos, alter standard licensing terms, or make commercial commitments on behalf of Atomikos.

2. Reseller Rights and Restrictions

Subject to compliance with this Agreement, the Reseller may market Atomikos products, facilitate regional procurement transactions, and resell active Subscriptions to specified end users. The Reseller receives no exclusive geographical territory rights. The Reseller is strictly responsible for ensuring and verifying that every end user explicitly accepts the terms of the SOFTWARE LICENSE AGREEMENT prior to deployment, and must provide verifiable evidence of such acceptance immediately upon request by Atomikos. Nothing in this Agreement prevents Atomikos from dealing directly with end users, negotiating renewals directly, or appointing additional resellers. The Reseller remains responsible for the payment obligations owed to Atomikos irrespective of whether the end user pays the Reseller.

3. Indemnification and Liability Allocation

The Reseller shall fully defend, indemnify, and hold Atomikos harmless from and against any and all claims, losses, or legal liabilities arising from reseller-specific commercial commitments, unauthorized technical representations, unapproved modifications to licensing text, reseller negligence, or violations of applicable local trade laws. To the maximum extent permitted by law, Atomikos' aggregate liability to the Reseller remains subject to the liability caps set forth in the body of this Agreement, and all obligations are owed exclusively to the Reseller, not to downstream clients.

4. Compliance, Termination, and Survival

The Reseller must strictly comply with all international laws, including anti-corruption mandates, strict export controls, trade sanctions, and regional data protection regulations (GDPR). Atomikos reserves the right to terminate the Reseller's status immediately upon written notice for material breach, misuse of corporate branding, unauthorized commitments, reputational harm, or non-payment of invoices. Upon termination, all reseller rights cease immediately, branding use must stop, and all outstanding payment obligations become immediately due. The provisions governing confidentiality, outstanding payment obligations, liability limitations, intellectual property protection, and indemnification shall fully survive the expiration or termination of these Reseller Terms.

ANNEX D: DATA PROCESSING AGREEMENT

A Data Processing Agreement, if required under applicable law, is available upon request.

ANNEX E: PRICE LIST

The Software products, subscription levels and applicable prices are those published on Atomikos's website at Compare Subscriptions, as updated from time to time. The applicable version is the one in force when the Customer places its order, which the Customer accepts on a click-through basis. Fees for DORA-related assistance are not published there and are set out separately in the DORA addendum to this Agreement and in the accompanying quotation, if applicable.