WaveOS™ Development Guide Wave Software Developers

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WaveOS™ Development Guide
Release 0.0.1

Author(s): Siôn H. Buckler, Wave

Jan 14, 2019

CONTENTS

Improve WaveOS™
1.1 Release Notes and Notices . . . . . . . . . . .
1.2 Background . . . . . . . . . . . . . . . . . . .
1.3 Definitions . . . . . . . . . . . . . . . . . . .
1.4 Grant of Non-Exclusive Right & Licence . . .
1.5 Maintenance Services . . . . . . . . . . . . .
1.6 Additional Responsibilities . . . . . . . . . .
1.7 Licence Fees & Payment . . . . . . . . . . . .
1.8 Distribution and Packaging . . . . . . . . . .
1.9 Compliance with Laws . . . . . . . . . . . . .
1.10 Additional Responsibilities of Distributor . . .
1.11 Ownership . . . . . . . . . . . . . . . . . . .
1.12 Trademarks . . . . . . . . . . . . . . . . . . .
1.13 Non Disclosure and Confidendiality . . . . . .
1.14 Equitable Remedies and Specific Performance
1.15 Warranties . . . . . . . . . . . . . . . . . . .
1.16 Indemnification Generally . . . . . . . . . . .
1.17 Term & Termination . . . . . . . . . . . . . .
1.18 Arbitration . . . . . . . . . . . . . . . . . . .
1.19 Limitation of Liability . . . . . . . . . . . . .
1.20 Miscellanious . . . . . . . . . . . . . . . . . .
1.21 Source Code Escrow . . . . . . . . . . . . . .
1.22 APPENDIX A – Description of Software . . .
1.23 Document Author(s): . . . . . . . . . . . . .

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CHAPTER

ONE

IMPROVE WAVEOS™

1.1 Release Notes and Notices
This section provides information about what is new or changed, including urgent issues, Software & documentation
updates, maintenance and new releases.
• ‘Updates’ are the term used to describe significant changes to our public source code. These technical documents
are now contained within our public source code.

1.1.1 Version 0.0.1
This is the first release/ draft of this technical document.
Older Versions
There are no older versions of this document, however a table has been made so that enteries can be made. We’re also
still exploring how exactly we will make links to the older versions possible. Perhaps a PDF snapshot will do, before
the directory is overwritten with the next version. The sphinx methodology is new to our team, we’re still exploring
this and other options for maintaining technical documents for this project:

archive date
no date

Table 1: Table 1.0 - Older Versions of this Document
version
description
0.0.0
N/A

download link
N/A

Version 0.0.0
N/A

1.1.2 Known and Corrected Issues
Below is a table of pending issues which have been reported to our team. These issues will be cleared from this
list as and when they are remedied.

date
01-112018

version
0.0.1

subject
N/A

Table 2: Table 1.1 - Known Issues
description
no doubt many issues to report - first draft only

WaveOS™ Development Guide, Release 0.0.1

Comments - none

1.1.3 Recently Updated Topics
Nothing significant to report

1.2 Background
Company is the owner and/or has a right to license to others certain computer software programs and related documentation. Distributor desires a nonexclusive, nontransferable, non-assignable and limited right and license to reproduce,
market, and distribute such products solely within British Crown Territories and its dominions, and Company agrees
to grant to Distributor such right and license solely as set forth herein.
Now, therefore, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is
hereby acknowledged, Company and Distributor, intending to be legally bound, hereby agree as follows:

1.3 Definitions
As used in this Agreement, and in addition to any other terms defined in this Agreement, the following terms shall
have the following meanings:

1.3.1 Documentation
Means the documentation of the Software prepared by Company for use by End Users.

1.3.2 End User
Means an entity permitted to use one or more Products under an End User Agreement, incorporating the terms and
conditions required to be referenced as set forth in this Agreement, for the End User’s internal use only and without
the further right to sublicense, distribute, transfer or transmit the Products.

1.3.3 Executable Code
Means a series of one or more instructions executable after suitable processing by a computer or other programmable
machine, without compilation or assembly.

1.3.4 Fees
Mean the License Fees (referenced in Section 5.1), the fees for Training Services (referenced in Section 4.2 and
Appendix E), and the fees for Additional Services (referenced in Section 4.3).

1.3.5 Marks
Means the trademarks, service marks, or trade names of Company associated with the Products as designated by
Company.

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1.3.6 Master Copy
Means a master copy/branch of the Software on any form of media and a master copy/branch of the Documentation
either on Github, magnetic media or in hard copy as determined in the reasonable discretion of Company.

1.3.7 Module
Means a functionally separable component of the Software.

1.3.8 Products
Means the Software and its associated Documentation.

1.3.9 Proprietary Notices
Means any and all proprietary rights notices designated by Company, including, but not limited to, copyright notices
affixed or included by Company on or in Association with the Products, including such notices as are set forth on the
Master Copy

1.3.10 Registered End Users
Means those prospective End Users who are accepted by Company as Registered End Users in accordance with Section
2.2.

1.3.11 Seat
Means, for each Module of each item of Software, a workstation, whether a dumb terminal or containing a single CPU,
that has or is capable of having simultaneous access to the client or terminal Module of such Software.

1.3.12 Server
Means a single CPU that can access through its registers addressable memory (such as RAM, main memory, extended
memory, expanded memory, or virtual memory) that has or is capable of copying the server Module of Software into
such memory.

1.3.13 Services
Mean the Maintenance Services, Training Services, Additional Services, and all other services to be provided by
Company to Distributor under this Agreement.

1.3.14 Software
Means the computer software, in Executable Code only, that is included within the scope of this Agreement as listed in
the attached Appendix A, as such schedule may be amended from time to time by the mutual agreement of Company
and Distributor, and as such computer software may be enhanced, upgraded, or otherwise modified from time to time
by Company.

1.3. Definitions

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1.3.15 Source Code
means a series of instructions or statements in an English-like high-level computer language, such as C, C++, C#,
HTML, CSS and/or JAVA etc that is normally transformed by an interpreter or compiler into machine-readable Executable Code for actual use on a computer.

1.3.16 Term
Means the Initial Term and each Renewal Term.

1.3.17 Region
Means the client locations where Distributor has deployed Company Software.

1.4 Grant of Non-Exclusive Right & Licence
1.4.1 Grant of Licence
Subject to the terms and conditions of this Agreement, Company grants to Distributor, and Distributor accepts, the
following rights and licenses:
1. A transactional, nontransferable, nonexclusive right and license to sublicense the Products to Registered End
Users for use on computers located in the Region, for such Registered End User’s internal use only and without
the further right to sublicense, distribute, transfer or transmit the Products;
2. A nontransferable, nonexclusive right and license to reproduce copies of the Products from the Master Copy for
distribution only to End Users in accordance with subsection (a) above;
(c) A nontransferable, nonexclusive right and license to use the Demonstration Beta Copies for the sole purposes of
(i) demonstrating the features and functionality of the Products to Registered End Users, (ii) providing training to End
Users, and (iii) providing Product support to End Users;
4. A nontransferable, nonexclusive right and license to use the Marks in conjunction with the licenses granted to
Distributor in subsections (a), (b), and (c) above.

1.4.2 Special Permission(s) Request Process
1. In the event that Distributor desires to alter the Product or Product Marketing e.g. brand, source code etc, where
it is for themselves, associates and/or End User(s), then Distributor shall deliver to Company a Special Permissions Request (a “Request Form”). The Request shall contain such information as Company may reasonably
require from time to time in Company’s sole discretion. Company’s current Request For Quote is simply an
email, addressed to info@makeitwave.com . The effective date of the Request (the “Special Permissions Request Registration Effective Date”) shall be the date of the Request Notice, except as provided in the following
sentence. In the event that Company does not respond to a Request from Distributor within 15 business days
after receipt of a Request email, then the person or entity designated on such Request shall be deemed authorised
and permitted, and the Registration Effective Date shall be the 16th day after the date of receipt by Company of
such Request.
2. Company agrees that so long as a person or entity remains a Registered End User from the labours of the Distributor, while this agreement is active, Company shall not unreasonably interfere with the relationship between
the Distributor and Registered End User unless invited by either party. Both parties to this agreement acknowledge that Company intends, without any obligation of Company to Distributor whatsoever, to provide similar
4

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registration procedures and limitations with Company’s other distributors, in order to prevent unnecessary bias
or confuSiôn. Nothing contained in this Agreement shall be deemed to create any obligation on the part of
Company to limit the marketing rights of any other Distributor or to create any third party rights in Distributor
to enforce the terms and conditions of any agreement between Company and any third party distributor.
3. Distributor acknowledges and agrees that Company may establish requirements for prospective End Users to be
granted Registered End User status and may deny Registered End User status to any prospective End User for
any reason, including, without limitation, the previous granting of Registered End User status of such prospective End User to another distributor or Company’s intentions to market to such prospective End User directly.
Company will document and provide to Distributor the reason for business conflict. Company associates with
regards development of the Product, may also do the same if they feel an End User is abusing their application
and/or service contained within the Company’s Product.

1.4.3 Reservation of Rights
Company reserves all rights not expressly granted herein, including but not limited to the rights to market the Products
either directly or through distributors and/or third parties. Except as set forth in the Agreement, no express or implied
license or right of any kind is granted to Distributor regarding the Products or the Marks, including, but not limited
to, any right to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, adapt,
disassemble, decompile, or reverse engineer the Products or create derivative works based on the Products or any
portions thereof, or obtain possession of any source code or other technical material relating to the Products.

1.5 Maintenance Services
Company shall provide to Distributor the “Maintenance Services” described in this Section 3.

1.5.1 New Releases
Company shall make available to Distributor all new releases and versions of the Product promptly upon completion
thereof, including all modifications, error fixes, and associated documentation. Nothing contained herein, however,
shall require Company to create any new releases and/or versions of the Product unless otherwise expressly set forth
in this Agreement.

1.5.2 Error Correction
Company agrees that Company will use reasonable commercial efforts to correct all verifiable and reproducible “Errors”. For the purposes of this Agreement, “Error” means a substantial failure of the Software to conform to the material functional specifications contained within the Documentation, and “Error Correction” means either a software
modification or addition in Executable Code that when made or added to the Software, establishes material conformity
of the Software to the material functional specifications contained within the Documentation, or a procedure or routine
that, when included in the regular operation of the Software, eliminates the practical adverse effect on the End User of
such nonconformity. Upon delivery of an Error Correction to Distributor, such Error Correction shall be considered to
be a part of the Software. Within a reasonable period of time after verifying that such an Error is present, Company
shall initiate work in a diligent manner toward development of an Error Correction. Company shall not be responsible
for correcting Errors resulting from misuse, negligence, revision, modification, or use of the Software or any portion
thereof by Distributor, any End User, or any other person or entity that is not in accordance with the license restrictions.
Distributor shall promptly notify Company of all reported Errors encountered by Distributor or to the extent known by
Distributor, any End User in using the Software.

1.5. Maintenance Services

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1.5.3 Help Desk
Company agrees that Company will provide telephone, email and website ticket support to Distributor to report problems in the use of the Products and to seek assistance with regard to such problems during Company’s normal business
hours from 9:00 am to 6:00 pm GMT, as the case may be, weekends and bank holidays excepted. In no event shall
Distributor provide access to such telephone support to End Users or in any way refer such parties to Company prior
to obtaining the written consent of Company.

1.5.4 Company Support
Distributor may utilize web based, email and/or telephone based support for any Company issued Software and/or
Product(s). Company’s support personnel shall be trained and qualified to resolve Software problems. Company’s
support personnel will provide remote services, whereby Company will be able to access to Distributor’s and End
User(s) systems and provide the necessary assistance related to Distributor’s and/or End Users use of Software. During standard business hours of 9:00 AM thru 6:00 PM GMT, except holidays, Company’s staff shall acknowledge to
Distributor its reported problem or issue (collectively a “Problem”) within 24 hours of Distributor’s reporting to Company of any such Problem, that Distributor has experienced, and provide Distributor an estimated time to resolve or
remedy such Problem. Any Problem, which is acknowledged but not remedied within 10 working days of Distributor’s
reporting to Company, shall be escalated to Company’s senior management.

1.6 Additional Responsibilities
1.6.1 Delivery of Products
Within a reasonable time after the Effective Date, Company shall provide to Distributor one (1) link, to obtain by
download, a Copy of the latest Master Branch of the Software, fully compiled for immediate use by Distributor and/or
End User(s) as set forth in this Agreement.

1.6.2 Training Services
Company shall provide to Distributor those training services more particularly described on Appendix E (the “Training
Services”) and for the charges, if any, described therein.

1.6.3 Additional Services
At Distributor’s request, Company will provide Distributor with consulting, programming, and technical services
related to the Products, including services for customization and adaptation (collectively, the “Additional Services”).
Except for Additional Services that impact Distributor’s ability to meet a Service Level Agreement with and End User
Client which shall be provided as stated in Section 3.4 of this agreement, Additional Services shall be provided based
upon the availability of qualified Company personnel and shall be subject to mutually agreed rates on a case by case
basis. All out of pocket expenses, including travel, food, and lodging, shall be reimbursed by Distributor subject to
and in accordance with Distributor Travel and Expense policy.

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1.7 Licence Fees & Payment
1.7.1 Licence Fee
Distributor shall pay to Company, through way of application and registration. Following this contract signing and
payment, this agreement will be binding for a period of 3 years. After which point the prospective Distributor will become, in full effect, a Licenced Distributor of the Companies Software and/or Products and Services, with Permission,
as set forth in this agreement, to distribute, with wholesale support of the developers, the Companies Software and/or
Product(s), as set forth herein (“Transactional License Fee”).

1.7.2 Timing of Payments
The Transactional License Fee shall be due and payable on or before the prospective Distributors application and
registration

1.7.3 Audit
Distributor shall keep complete and accurate records of Distribution, to allow Company to examine and audit Distributor’s accounts of distribution, for cross reference with autonomous data collection and assurance obligations under
this Agreement are being met. Distributor agrees to permit Company or, at its option, a certified public auditor paid
by Company, to inspect such records at reasonable times during normal business hours. In the event such audit discloses discrepancies, then Distributor shall immediately share running costs of further investigation and identify the
source of the discrepancies. Any third party auditors or accountants used under this Section shall not be Distributor/
Company competitors and must execute a non-disclosure agreement with Distributor and Company that is reasonably
satisfactory to all parties.

1.7.4 Expense
Upon determination of investigation, liability of the costs will be reimbursed by the non-liable party to this Agreement
e.g. if the investigation determines the Company’s analytics of the Network of End Users are at fault, costs incurred
by the Distributor will be reimbursed by the Company and vice versa will be expected. Such expenses shall include,
without limitation, reasonable travel expenses (including transportation, lodging, and meals) and the cost of any courier
services, photocopying, facsimile, transmisSiôns, communications charges, telephone calls (excluding Company’s
costs for providing telephone support pursuant to Section 3), and other expenses. Reimbursement for expenses shall
be due sixty (60) days after receipt of valid invoice from the agreed 3rd Party Auditor.

1.7.5 Delinquent Accounts
Interest may be charged by Company on delinquent payments and any other fees not paid to Company as provided
hereunder at the Bank of England Interest Base Rate at the time or the amount stipulated by UK statutes, whichever is
less, commencing with the date payment was due.

1.7.6 Payment in Great British Pound Sterling (GBP)
All payments from Distributor to Company hereunder shall be in British Pound Sterling and shall be made by means
of a company check, bank cheque or wire transfer drawn on a British Crown Territory/ Realm bank to a British Crown
Territory/ Realm bank account designated by Company.

1.7. Licence Fees & Payment

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1.7.7 Taxes
Distributor shall be responsible for applicable sales, use and similar transactional taxes, that Company is required to
collect from Distributor under applicable law as a result of this Agreement. Company shall clearly and separately
state any such applicable taxes on Company’s invoice to Distributor for corresponding charges. Distributor shall pay
applicable taxes on the invoice or, in lieu of the payment of any such taxes, Distributor may provide Company with a
certificate acceptable to the taxing authorities exempting Distributor from payment of these taxes. Company, and not
Distributor, shall be obligated to pay any applicable taxes not so invoiced to Distributor, including without limitation,
any and all interest, penalties and solicitors’ fees. Notwithstanding the foregoing, Company shall be responsible for the
payment of any and all income taxes of Company. Each party agrees to cooperate with in submitting all applications,
certificates, and other information necessary or reasonably requested by the other party to reduce or eliminate any and
all income taxes and/or withholding taxes on all Fees.

1.8 Distribution and Packaging
1.8.1 Generally
Distributor shall reproduce the Products and distribute copies of the Products solely in accordance with the requirements below:
1. Upon reasonable notice from Company, Distributor agrees to permit Company access, not more often than once
per year, during Distributor’s normal business hours, to Distributor’s facility where the distribution process
is undertaken in order for Company to verify and audit Distributor’s compliance with this Agreement. Such
verification and audit shall be at Company’s expense and may be performed, at Company’s option, by an independent third party selected by Company that is not a competitor of Distributor and which party shall be bound
to Distributor by reasonable obligations of confidentiality.
2. Distributor shall affix to each distribution reference to themselves and the Company for the End User. This
leaflet template will be made downloadable from the Company website. Such Proprietary Notices shall be
conspicuous, and Distributor shall not obscure or modify such Proprietary Notices.
3. Distributor shall submit to Company, prior to use, distribution, or disclosure, any advertising, promotion, marketing materials, and publicity proposed to be used by Distributor in its efforts to market the Products as set
forth hereunder, or which is otherwise undertaken pursuant to this Agreement, which materials display any of
the Marks (the “Marketing Materials”). Distributor may not use, distribute, or disclose the Marketing Materials
referencing the Companies Brand or Product and/or Software unless approved by Company, which approval will
not be unreasonably withheld or delayed. The Special Permissions Process should be used in such instances.
4. Distributor has and shall exercise no authority to make statements, warranties or representations concerning the
Products that exceed or are inconsistent with the marketing materials and technical specifications provided to
Distributor by Company. Distributor has and shall exercise no authority to bind Company to any undertaking or
performance with respect to the Products.
5. Distributor shall determine End User Agreement(s) in accordance with the Company’s Distributor Terms &
Conditions and their own Products and Services as the Distributor sees fit.

1.8.2 End User
In connection with the distribution and licensing of the Products to End Users, and in addition to any other terms and
conditions provided in this Agreement, Distributor shall also comply with the terms and conditions of this Section.
1. Upon request of the Company the Distributor must submit to Company all forms of End User agreement being
used by Distributor in connection with the license of the Product to End Users (collectively, the “End User
Agreements”) for purposes of improvement of Company’s growth and development of providing a foregoing,

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constantly improving, quality Product and Service. Under no circumstance will the Company disclose one
Distributors End User Agreements with another of its Distributors.
2. Distributor shall enforce the terms of its End User Agreements with End Users and shall immediately inform
Company of any known breach of such terms where it knowingly conflicts with the Company’s best interests
and/or terms of this agreement. If Distributor fails to enforce any of the material required terms of any their
End User Agreement, where it serves of detriment to the Company: (i) Distributor may be considered to be in
material breach of this Agreement; and (ii) Company shall have the right to enforce such End User Agreement
as a third-party beneficiary, and upon Company’s request, Distributor shall assign to Company any rights in
the agreements that are necessary to enforce the terms of such agreements. The sole provision that Company
require to be in any End User Agreement is only that Company is recognised as the source of its Product and
Software (see Firefox Open-Source Code Licence). All End User Agreements concerning Company issued
Software, assume the Company reserves all rights, but not obligation, of Distribution and sustained support of
the Software upon a termination of this Agreement and/or liquidization of the Licenced Distributor. This right
shall survive termination of this Agreement.
4. Distributor will defend, indemnify and hold harmless Company, including its respective subsidiaries, shareholders, directors, officers, employees and agents from and against any claims, causes of actions, obligations,
liability, liens, judgments, damages, tortious interference, losses, costs, expenses and fees related to (i) personal
injury (including death) and real or tangible personal property damages caused by the negligent or intentional
acts of Distributor, its employees, shareholders, End Users or agents and (ii) Distributor’s gross negligence or
willful misconduct.
5. Company will defend, indemnify and hold harmless Distributor, including its respective subsidiaries, shareholders, directors, officers, employees and agents from and against any claims, causes of actions, obligations,
liability, liens, judgments, damages, tortious interference, losses, costs, expenses and fees related to(i) personal
injury (including death) and real or tangible personal property damages caused by the negligent or intentional
acts of Company, its employees or agents and (ii) Company’s gross negligence or willful misconduct.

1.8.3 Alpha/ Beta Releases
Distributor will control and limit or cause to be controlled and limited the use of the Beta Releases for the specific
purposes authorized in Section 2.1. In the event that Distributor uses the Beta Releases on the computer system of a
prospective End User, Distributor shall remain in the presence of such prospective End User at all times that any Beta
Release is installed at the site of such prospective End User, and, upon completion of any demonstration, Distributor
shall remove all Beta Releases from the computer system of such prospective End User and cause the deletion of all
portions of the same from such computer. For the purposes of this Agreement, Beta Releases shall be considered
Products.

1.9 Compliance with Laws
1. Each party will comply with all applicable laws and regulations in the countries in which the Products are delivered relating in any way to its performance under this Agreement including, but not limited to, obtaining all
necessary import licenses or permits and any other government approval necessary for the importation of the
Products into such country. Each party will also comply with all applicable laws and regulations of such countries pertaining to the licensing, distribution, promotion, and marketing of the Products. Each party will defend,
indemnity, and hold the other party, its subsidiaries and affiliated companies, and their respective officers, directors and agents, harmless from and against any and all damages and expenses, including legal fees, claimed by
third parties directly or indirectly as a consequence of a party’s’ failure to comply with any applicable laws or
regulations. This obligation shall survive termination of this Agreement.
2. In exporting Products each party shall be solely responsible for its own compliance with all applicable British
Crown software distribution and/or export laws, rules, and regulations. In distributing the Products, each party

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agrees to keep such books and records and to take such other actions, as may be required by applicable laws,
rules, and regulations, and to comply with any British Crown Territory and/or Realm export laws, rules, and
regulations applicable to such party. Company shall notify Distributor if any Products are export controlled or
restricted and shall provide Distributor with any necessary export licenses.

1.10 Additional Responsibilities of Distributor
Distributor will use its reasonable efforts in its sole discretion to market, license, and distribute the Product to potential
End Users. Distributor agrees to promote the Products fairly and use good faith efforts to present the Products in a
positive light to potential End Users. Distributor will also keep Company informed of any significant information
relating to the marketing and distribution of the Products.

1.10.1 Annual Status Report
Distributor shall deliver to Company within twenty (20) days after the end of each calendar quarter during the Term,
a written report summarizing the number of their Registered End Users, and any plans, suggestions for continued
improvements of Registered End Users use of the Company Software.

1.10.2 Annual Marketing Information
In good faith, as an expectation, not obligation of this agreement, the Distributor must include issues, risks, concerns,
ideas and opportunities concerning:
1. the market conditions relating to the Products, including current trends and forecasts;
2. Distributor’s activities relating to the Products, including significant inquiries from potential Registered End
Users;
3. information regarding existing or new competitors;
4. suggestions made by End Users or members of Distributor’s sales force for enhancements; and
5. any knowledge of any infringements or attempted infringements by third parties of Company’s or its licensors’
trademarks or copyrights, of any disclosures or misappropriations of Company Proprietary Information, or any
other infringements or misappropriation of any of Company’s or its licensors’ intellectual property rights.

1.10.3 Travel and Related Expenses
Distributor is responsible for its own costs and expenses of every kind, including travel and office expenses, relating
to its duties hereunder.

1.10.4 Distributor Employees
Distributor will employ and train personnel to implement the Products at End Users’ sites and to train End Users’
personnel in the use of the Software.

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1.10.5 End User Support
Distributor will provide prompt support services, including telephone support, to End Users. Distributor will be
entitled to retain the support fees charged to End Users in compensation for such support services, subject to the
requirements of remitting the Maintenance Fees. Company will provide to Distributor and Distributor will follow
Company’s technical procedures and other support policies in supporting the Products.

1.10.6 Product Implementation
Distributor will be responsible for installing and implementing the Software at End Users’ sites. Distributor shall be
entitled to retain all revenue received from End Users for such installation and implementation services, service &
support, including training.

1.10.7 Contact with End User
Distributor will be responsible for all direct contact with End Users and Registered End Users, including but not limited
to contact related to contract negotiations and implementing and supporting the Products. Notwithstanding the earlier
termination or expiration of this Agreement for any reason, Distributor will be solely responsible for performing all
support services in accordance with any contractual arrangement entered into with End Users during the entire term
of such contracts, unless otherwise specified herein. End User license will remain valid separate from this Agreement.
Termination of this Agreement will not result in the automatic termination of any End User license. Notwithstanding
the termination of this Agreement for any reason, Distributor’s rights to receive and provide support or as otherwise
necessary to perform its obligation under any then – existing End User License shall continue until such time as those
then-existing End User License agreements independently expire or terminate.

1.10.8 End User Responses
At Company’s request, Distributor will promptly submit to Company a copy of any proposed or actual technical
response to a request for proposal or request for tender that involves the distribution of Products to an End User
hereunder. If Distributor provides such proposal materials to Company, Company shall be prohibited from bidding,
directly or indirectly, against Distributor for such proposal. The sole purpose of such exercise will be for Company
training and improvement through understanding of requests made by End Users for solutions where the Software
may fulfill the requirement e.g. if a large number of End Users request a solution that does X & Y, and Software only
does X, Company may be inclined to introduce Y to the Software. Distributor adherence to this clause will contribute
to the identifying of opportunity lost for both parties of this agreement.

1.10.9 Company Technology
“Company Technology” shall mean software (whether in source, object, or executable code, as applicable) and documentation, including applications, programs, databases, operating systems, procedures, specifications, and other logic
that directs the functions or manipulates information for those products licensed by Company to Distributor or Distributor’s End Users under this Agreement. Distributor agrees not to use Company’s Confidential Information or
Proprietary Information to develop any product that performs substantially the same business functions as Company
Technology without written permission of Company.

1.11 Ownership
Company and its licensors expressly retain title and ownership to all worldwide intellectual property rights, including
without limitation, design, trade secrets, know-how, patent rights, trademarks, and copyrights in and to the Software,
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Documentation, Source Code of the Software, and any modifications, adaptations, derivative works, and enhancements
made thereto. Except as may be set forth in separate written agreements with regard to Software, Documentation,
Source Code of the Software, and any modifications, adaptations, derivative works, and enhancements made thereto.
Distributor hereby waives any claim that it may have had or has, as a result of this Agreement only, to title and
ownership of intellectual property rights in and to the Software, Documentation, source code of the Software, and
Company Proprietary Information (as defined in Section 11.1), and any modifications, adaptations, enhancements, or
derivative works made by or under the direction of Company or Distributor.

1.12 Trademarks
1.12.1 Ownership
Distributor acknowledges that Company and/or its licensors e.g. Google Inc awarded Patents, 3rd Party Applications
and Source Code embedded within the Software, are the owners of all right, title and interest in and to the Marks,
and Distributor will not adopt for use any of the Marks in any manner whatsoever except as expressly provided in this
Agreement.

1.12.2 Use of Marks
In written communications and in advertising, Distributor’s use of the Marks shall at all times be in accordance with
such styles and together with such trademark notices as Company may require. Distributor agrees that this Agreement
does not constitute any conveyance of any right, title or interest in or to any Marks, except for the permissive uses
provided herein. At the request of Company, Distributor shall submit to Company any and all materials bearing or
including any of the Marks, for prior review and approval by Company. Distributor agrees not to commit any acts,
directly or indirectly, which contest, dispute, or otherwise impair the rights, title, or interest of Company in or to the
Marks. Distributor agrees not to claim or assert any rights, title or interest in or to the Marks in any way. The parties
agree that all uses of the Marks by Distributor shall be in such a manner as to inure at all times to the benefit of
Company. Distributor shall not use any language or display any Marks in such a manner as to create the impresSiôn
that the Marks belong to and are owned by Distributor. Upon the request of Company, Distributor agrees to discontinue
the use of (i) any Marks being used by Distributor in a manner inconsistent with the guidelines set forth above, or (ii)
any trademark, service mark, or trade name deemed to create a likelihood of confuSiôn with a Mark.

1.12.3 Notice of Infringements
Distributor will promptly notify Company of any and all third party infringements or attempted infringements of any of
the Marks that may come to Distributor’s attention, and Distributor will assist Company in taking such action against
the third party infringers as Company may elect in its sole discretion. Company will bear the expenses of Distributor’s
assistance to Company, as may be requested by Company, if the infringement or attempted infringement arises by
virtue of Company’s or a third party’s act or omission.

1.12.4 Distributors Trademarks
While Distributor may use the Marks in connection with the marketing, licensing, and distribution of the Products,
subject to the terms and conditions of this Agreement, Distributor is not obligated to use the Marks. Distributor
may use its own trademarks to market, license, and distribute the Products, so long as all Proprietary Notices are
clearly affixed as required by Section 6.1(b) and all other requirements otherwise provided in this Agreement are met.
Company may not use any trademarks, service marks, or trade names owned by Distributor, without the prior written
permission of Distributor.

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1.13 Non Disclosure and Confidendiality
1.13.1 Disclosure
Each party hereunder may disclose to the other party certain Trade Secrets and Confidential Information of such party
or of such party’s associated companies, suppliers, or customers. For purposes of this Agreement, “Trade Secrets”
means information which: (a) derives economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or
use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; “Confidential
Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential;
“Proprietary Information” means Trade Secrets and Confidential Information; “Owner” refers to the party disclosing
Proprietary Information hereunder, whether such party is Company or Distributor and whether such disclosure is
directly from Owner or through Owner’s employees or agents; and “Recipient” refers to the party receiving any
Proprietary Information hereunder, whether such party is Company or Distributor and whether such disclosure received
directly or through Recipient’s employees or agents.

1.13.2 Requirement of Confidentiality
Recipient agrees to hold the Proprietary Information disclosed by Owner in confidence and not to, directly or indirectly,
copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise
transfer the Proprietary Information disclosed by Owner to any third party, or utilize the Proprietary Information
disclosed by Owner for any purpose whatsoever other than as expressly contemplated by this Agreement. Recipient
shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized disclosure of the Proprietary Information as Recipient uses to protect its
own proprietary or confidential information of a like nature. With regard to the Trade Secrets, this obligation shall
continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential
Information, this obligation shall continue for the Term and for a period of five (5) years thereafter. The foregoing
obligations shall not apply if and to the extent that:
1. Recipient establishes that the information communicated was already known to Recipient, without obligations
to keep such information confidential, at the time of Recipient’s receipt from Owner, as evidenced by documents
in the possession of Recipient prepared or received prior to disclosure of such information;
2. Recipient establishes that the information communicated was received by Recipient in good faith from a third
party lawfully in possession thereof and having no obligation to keep such information confidential; or
3. Recipient establishes that the information communicated was publicly known at the time of Recipient’s receipt
from Owner or has become publicly known other than by a breach of this Agreement.

1.13.3 Security Measures
Without limiting the general obligations specified above in Section 11.2, Recipient agrees to implement the following
security steps in order to protect the confidentiality and security of the Proprietary Information disclosed by Owner:
1. Implement internal procedures to limit, control and supervise the use of the Proprietary Information disclosed
by Owner;
2. Make the Proprietary Information disclosed by Owner available only to employees of Recipient who have executed written confidentiality agreements with Recipient;
3. Notify Company by Email, Phone or writing of any suspected or known breach of the obligations and/or restrictions set forth in this Section 11; and
4. Use similar security procedures it uses for its own Proprietary Information, which it protects against unauthorized disclosure, appropriation or use, but not less than reasonable security procedures.
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1.14 Equitable Remedies and Specific Performance
Both parties acknowledge that each provision in this Agreement providing for the protection of the other party’s copyrights, Proprietary Information and other proprietary rights is material to this Agreement. The parties acknowledge
that any threatened or actual breach of a party’s Proprietary Information, copyrights or other proprietary rights by
the other party shall constitute immediate, irreparable harm to the first party, for which equitable remedies may be
awarded by a court of competent jurisdiction.

1.15 Warranties
1.15.1 Warranties of Company
1. Company warrants to Distributor that (i) Company has full authority to execute and perform this Agreement;
(ii) this Agreement has been duly executed and delivered by Company and constitutes the legal, enforceable
and binding obligation of Company; and (iii) Company’s execution and performance of this Agreement will not
violate any law or breach any other agreement.
2. Company warrants to Distributor that the Products will perform substantially in accordance with Company’s
Documentation. Distributor’s sole and exclusive remedy for any breach of the foregoing warranty shall be, at
Company’s option, repair or replacement of the non-conforming software or a refund of the license fees related
to the defective software. Company further warrants the Products will comply with all British Crown Territory
and Realm laws, regulations, orders and decrees applicable to the healthcare industry; (b) the Products do not
contain or transmit any malicious code (except for any malicious code contained in user-uploaded attachments or
otherwise originating from users); (c) Company owns or otherwise has sufficient rights in the Products to grant
to Distributor the rights to distribute and use the Products granted herein; (d) the Products do not infringe the
copyrights, trade secrets patents or trademark rights of any third party; and (e) Company has not (i) incorporated
Open Source Materials into, or combined Open Source Materials with, the Products, (ii) distributed Open Source
Materials in conjunction with any Products or (iii) used Open Source Materials, in such a way that, with respect
to the foregoing (i), (ii), or (iii), creates obligations for Company to grant, or purport to grant, to any third party,
any rights or immunities with respect to the Products , including, but not limited to, any right to require that other
material software included with, incorporated into, derived from or distributed with such Open Source Materials
be (A) disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works,
or (C) be redistributable at no charge.
3. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.1, Company DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES TO Distributor, END USERS, OR ANY OTHER PERSONS OR ENTITIES WITH RESPECT TO THE PRODUCTS, ANY COPIES THEREOF, ANY SERVICES PROVIDED
HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

1.15.2 Warranties of Distributor
1. Distributor warrants to Company that (i) Distributor has full authority to execute and perform this Agreement;
(ii) this Agreement has been duly executed and delivered by Distributor and constitutes the legal, enforceable
and binding obligation of Distributor; (iii) Distributor’s execution and performance of this Agreement will not
violate any law or breach any other agreement; and (iv) no approval, action or authorization by any governmental
authority or agency is required for Distributor’s execution and performance hereof or, if it is, such approval,
action or authorization has been obtained and written evidence thereof has been provided to Company.
2. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.2, Distributor DOES NOT MAKE ANY
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RESPECT TO THE PRODUCTS, ANY COPIES THEREOF, ANY SERVICES PROVIDED HEREUNDER
OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY,
AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

1.16 Indemnification Generally
1.16.1 Company Indemnification
Company shall, except as otherwise provided below, indemnify, defend and hold harmless Distributor and its officers,
directors and agents against any damages, costs, and fees resulting from:
1. any third party claims that the Software or any of its elements or the use thereof in accordance with its related
Documentation has, will or does violate or infringe any copyright, trade secret, or other valid proprietary right
of any other person or entity and
2. any failure on the part of Company to pay any taxes, duties or assessments Company is obligated to pay hereunder or other amounts Company is obligated to pay as set forth in Section 5.7. The right of indemnification as
set forth herein will be subject to all of the following:
1. Distributor providing Company with prompt written notice of the initial claim and filing of the lawsuit relating
thereto;
2. Distributor permitting Company to select legal counsel and to defend, compromise, or settle the lawsuit in the
sole discretion of Company, except that Company shall have no authority to require Distributor to pay any
amounts or admit to any wrong-doing;
3. Distributor providing Company with all available information, assistance, authority, and cooperation to enable
Company to defend, compromise, or settle the lawsuit as provided herein; and
4. if the use of the Software becomes, or in Company’s opinion is likely to become, the subject of a claim of
infringement, Distributor permitting Company, at Company’s option and expense, either to procure the right
for Distributor and End Users to continue to use the Software or to replace or modify the Software so that it
becomes non-infringing.
Company will have no liability for any infringement or misappropriation of any copyright, trade secrets, or other
proprietary rights resulting from modification of the Software performed other than by Company, from use other than
as specified under this Agreement and approved End User Agreement, and the related Documentation, or from the
use of the Software with products not specifically approved in writing by Company for use with the Software. This
Section 14 sets forth the exclusive remedy of Distributor against Company and the complete liability of Company with
respect to any claim of infringement made against Distributor or any End User.

1.16.2 Distributor Indemnification
In addition to any other Distributor obligations of indemnity provided in this Agreement, Distributor agrees to indemnify, defend and hold harmless Company, its affiliates, and their directors, officers, shareholders, employees and
agents from and against any liabilities, losses, damages, causes of action or injuries, together with costs and expenses,
including reasonable attorneys’ fees, resulting from any claim by unaffiliated third parties arising out of or resulting
from:
1. Any failure on the part of Distributor to pay any taxes, duties or assessments Distributor is obligated to pay
hereunder or other amounts Distributor is obligated to pay as set forth in Section 5.7; or
2. The infringement or claim thereof of any patent, copyright, trademark, service mark, trade name, trade secret,
proprietary and confidential information right, or any other property right of a third party arising from the use

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by Distributor of any symbol, insignia, name or identifying characteristic identifying the Products other than a
Mark.
If the use by Distributor of any symbol, insignia, name or identifying characteristic identifying the Products other than
a Mark becomes, or in Distributor’s opinion is likely to become, the subject of a claim of infringement under Section
14.2(b), Distributor shall, at Distributor’s option and expense, either to procure the right for Distributor to continue
to use the symbol, insignia, name or identifying characteristic or to replace or modify the symbol, insignia, name
or identifying characteristic so that it becomes non-infringing. This Section 14.2 sets forth the exclusive remedy of
Company against Distributor and the complete liability of Distributor with respect to any claim of infringement made
against Company under Section 14.2(b).
The right of indemnification as set forth herein will be subject to all of the following:
1. Company providing Distributor with prompt written notice of the initial claim and filing of the lawsuit relating
thereto;
2. Company permitting Distributor to select legal counsel and to defend, compromise, or settle the lawsuit in the
sole discretion of Distributor; and
3. Company providing Distributor with all available information, assistance, authority, and cooperation to enable
Distributor to defend, compromise, or settle the lawsuit as provided herein.

1.17 Term & Termination
1.17.1 Term
Unless earlier terminated as provided in this Section 15, this Agreement shall be effective as of the Effective Date and
shall remain in effect until the first anniversary of the Effective Date (the “Initial Term”). This Agreement shall be
automatically renewed for successive one-year periods (each such renewal term is referred to as a “Renewal Term”),
subject to earlier termination as set forth in this Section 15, unless either party notifies the other on or before 90 days
before the beginning of any Renewal Term.

1.17.2 Early Termination
Without prejudice to any other remedies, either party shall have the right at any time by giving notice to the other to
terminate the Agreement forthwith in any of the following events:
1. if the other party commits a material breach of any of the terms or conditions of this Agreement and fails to cure
such breach within 30 days after delivery of notice thereof; or
2. at a party’s option, if the other party becomes insolvent, makes a general assignment for the benefit of creditors,
suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings
under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise;
or
3. at a party’s option, if the other party sells all or a substantial part of its assets; or
4. if any substantial change takes place in the management, ownership or control of the other party resulting in the
management, ownership or control of the other party by a competitor of the first party or by a company or other
entity with a division or subsidiary that is a competitor of the first party.

1.17.3 Termination of Rights to Distribute in Certain Countries
In addition to any other rights and remedies available under this Agreement, at law or in equity, Company may
terminate Distributor’s rights under this Agreement with respect to the right to market, license and distribute the
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Products in any country upon 30 days’ advance written notice in the event the government of such country
1. enacts currency control laws or regulations which make it impossible to export the Fees due to Company under
this Agreement;
2. nationalizes Distributor; or
3. commits acts which Company, in its discretion, deems to be unreasonable and injurious to the Software or
Documentation or this Agreement.

1.17.4 Obligations upon Termination
Upon expiration or termination of this Agreement for any reason, Distributor shall immediately return to Company
all Company property, including, but not limited to, the Master Copy, the Demonstration Copies and the Proprietary
Information of Company. Upon return of such materials, Distributor shall provide Company with a signed written
statement certifying that it has returned all Company property to Company. Upon termination of this Agreement for
any reason, all rights and licenses granted by Company hereunder to Distributor shall immediately cease, provided such
termination shall not result in termination of End User Agreements extended to End Users. Invoicing and payment
terms with regard to any End User License Agreement, and for ongoing support thereof, as well as the terms for receipt
and provision of such ongoing support, shall remain in full force and effect until such time as the End User License
Agreement expires or terminates.

1.17.5 Survival of Terms
Upon termination or expiration of this Agreement, and in addition to any provisions that expressly provide to survive
any termination of this Agreement, the provisions of this Agreement providing for payment of Fees to Company,
protection of Company’s proprietary rights, warranties, the limitation of liability, compliance with laws, indemnities,
arbitration and other provisions of this Agreement concerning the ongoing interests of Company, including, but not
limited to, Sections 2.3, 5, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18, shall continue and survive in full force and
effect.

1.18 Arbitration
1. The parties agree that any dispute, claim or controversy relating in any way to this Agreement shall be settled
by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”), with judgment upon the award rendered by the arbitrator to be entered in any court of competent
jurisdiction. Notwithstanding the foregoing or the then-current specified Commercial Arbitration Rules, the following shall apply with respect to the arbitration proceeding: (i) the arbitration proceeding shall be conducted
by one arbitrator selected by the parties, provided if the parties fail to make such designation within five days
after receipt by the AAA of any demand for arbitration, the AAA shall make the appointment in its sole discretion; (ii) the existence, subject, evidence, proceedings, and ruling resulting from the arbitration proceedings
shall be deemed confidential information, and shall not be disclosed by either party, their representatives, or the
arbitrator (except: (a) to the Professional advisers of Company or Distributor; (b) in connection with a public
offering of securities by Company or Distributor; (c) as ordered by any court of competent jurisdiction; or (d) as
required to comply with any applicable governmental statute or regulation); (iii) the arbitrator shall be required
to prepare written findings of fact; and (iv) the arbitrator may grant any relief or remedy which the arbitrator
deems just and equitable provided, however, that the arbitrator shall have no authority to, and may not, in any
event, make any ruling, finding or award that does not conform to the terms, limitations and conditions of this
Agreement.
2. Each party to the arbitration is to pay an equal part of the deposit fixed by the AAA. Notwithstanding the
determination of the arbitrator (i) all costs associated with the arbitration and imposed by the AAA or the
arbitrator shall be borne equally by each party to the arbitration, and (ii) each party to the arbitration shall be
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responsible for its own attorneys’ fees and other Professional fees incurred in connection with the arbitration.
Determinations of such arbitrator will be final and binding upon the parties to the arbitration, and judgment
upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be
made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The
arbitrator shall apply the law of the Country of Great Britain without giving effect to its conflict of law rules.
All proceedings before the arbitrator shall be conducted in the English language.

1.19 Limitation of Liability
1. EXCEPT FOR EACH PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11.2 AND
INDEMNIFICATION OBLIGATIONS HEREUNDER, INCLUDING INFRINGEMENT OBLIGATIONS
HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER
THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT
EXCEEDS THE TOTAL FEES PAID OR OWED TO COMPANY UNDER THIS AGREEMENT FOR THE
PREVIOUS TWELVE MONTH PERIOD. THIS LIMITATION OF LIABILITY IS THE TOTAL AGGREGATE FOR A PARTY, AND IS NOT PER INCIDENT.
2. EXCEPT FOR EACH PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11.2 AND
INDEMNIFICATION OBLIGATIONS HEREUNDER, INCLUDING INFRINGEMENT OBLIGATIONS
HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION
WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE PRODUCTS, ANY
SERVICES PROVIDED HEREUNDER, OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS
AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR COSTS.
3. Except for claims arising from third party indemnification obligations hereunder, no action arising out of this
Agreement, regardless of form, may be brought by either party more than two years after the date the cause of
action has accrued.

1.20 Miscellanious
1.20.1 Entire Agreement; Amendments
This Agreement and the Appendixes hereto represent the entire understanding between the parties hereto and supersede
all other written or oral agreements heretofore made by or on behalf of Company or Distributor and may be changed
only by agreements in writing signed by the authorized representatives of the parties.

1.20.2 Applicable Law
This Agreement has been made, executed and delivered in the Country of Great Britain in which state the offices
of Company are located. Accordingly, the parties invoke the laws of the Country of Great Britain regarding the
protection of their rights and enforcement of their obligations hereunder and they mutually stipulate and agree that
this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and
the consequences of breach) to be exclusively construed, governed and enforced in accordance with the internal laws
(excluding all conflict of laws rules) of the Country of Great Britain and any applicable laws of the British Crown
Territory and/or Realm where the Software has been distributed, as from time to time amended and in effect. Except
as provided in Section 16 (related to Arbitration of disputes), both parties consent and submit to the jurisdiction and
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the Queen’s Bench Court of the City of London. The parties agree that the United Nations Convention on Contracts
for the International Sale of Goods shall not apply in any respect to this Agreement or the parties hereto.

1.20.3 Relationship of Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or
constitute or be deemed to constitute Distributor as agent of Company, or its affiliates, for any purpose whatever, and
neither party shall have authority or power to bind the other party, or its affiliates, or to contract in the name of or
create a liability against the other party or its affiliates, in any way or for any purpose.

1.20.4 Assignment
Neither this Agreement, nor the obligations of either party, may be transferred or assigned by either party without the
prior written consent of the other party. Notwithstanding the foregoing, Distributor may subcontract End User Support
or other services related to the Products.

1.20.5 Waiver
A waiver by either of the parties hereto of any breach by the other party of any of the terms, provisions or conditions
of this Agreement or the acquiescence of either party hereto in any act (whether commisSiôn or omission) which but
for such acquiescence would be a breach as aforesaid, shall not constitute a general waiver of such term, provision or
condition of any subsequent act contrary thereto.

1.20.6 Notice
All communications between the parties which are required or permitted to be in writing shall be sent by hand delivery, with receipt obtained, or by recognized courier, properly prepaid and sent to the addresses specified in the
first paragraph of this Agreement. All such communications shall be deemed received by the other party upon the
earlier of actual receipt or actual delivery to the address specified in the first paragraph of this Agreement. By written
communication, either party may designate a different address for purposes hereof.

1.20.7 Force Majeure
If the performance of this Agreement by either party, or of any obligation under this Agreement, other than the payment
of Fees, is prevented, restricted or interfered with by reason of war, revolution, civil commotion, riot, fire, flood,
disaster, acts of public enemies, blockade or embargo, strikes, any law, order, proclamation, regulation, ordinance,
demand, or requirement having a legal effect of any government or any judicial authority or representative of any such
government, or any other act whatsoever, whether similar or dissimilar to those referred to in this Section, which is
beyond the reasonable control of the party affected, such party shall, upon giving prior written notice to the other
party, be excused from such performance to the extent of such prevention, restriction, or interference, provided that
the party so affected shall use its best efforts to avoid or remove such causes of non performance, and shall continue
performance hereunder with the utmost dispatch whenever such causes are removed. Notwithstanding the foregoing,
if such act or condition beyond reasonable control continues for a period of 180 days or more, the unaffected party
may, on notice to the party affected, terminate this Agreement, and neither party shall have any further obligation to
the other save for those provisions hereunder which, by their terms, survive the termination of this Agreement.

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1.20.8 Headings
The section and subsection headings in this Agreement are inserted solely as a matter of convenience and for reference,
and shall not be considered in the construction or interpretation of any provision hereof

1.20.9 Severability
If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only
to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement
will continue in full force and effect.

1.20.10 Appendixes
Appendix A, B, C, D, E, and F, described below and attached hereto, are incorporated into this Agreement wherever
referenced.
• Appendix A Description of Software
• Appendix B Software Transaction Fee
• Appendix C Request For Quote
• Appendix D Sample Beta Release Schedule ( illustrative only)
• Appendix E Training Service

1.21 Source Code Escrow
1.21.1 Escrow Election
At its option, Distributor may ask Company to escrow the Products. Company shall within thirty days of any such
request deposit into escrow source code for the Company-owned Products, and will deposit any Updates to the source
code into escrow from time to time during the Term not less frequently than once every six (6) months.

1.21.2 Escrow Desposit
Company shall ensure that the deposited source code will include sufficient instructions to allow Distributor to build the
release into an executable version of the Products and such release will be the version currently in use by Distributor,
that all components of the Products which are required for Distributor to build an executable of the Products will be
deposited and that the deposit will be free of computer viruses or disabling functions or keys.

1.21.3 Release Conditions
Upon the occurrence of an Event of Default, as defined below, Distributor may demand release of the source code from
the escrow agent, pursuant to the terms of the Escrow Agreement, to continue to maintain the Products and is hereby
granted a limited, non-exclusive, nontransferable, royalty-free license to use the source code to make such modifications to the Products it considers necessary or appropriate and solely for ordinary course support and maintenance of
the current version of the Products, including without limitation, bug fixes, and any derivative works of the Products
needed to sustain the continued development and use of the Distributor Solution by Distributor and its customers, but
expressly excluding new enhancement or versions, and ports which have not been commercially released by Company
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1.21.4 Event of Default
As used herein an “Event of Default” means: Company or its assignee is in material breach of its obligations as
to support or maintenance of the Products under this Agreement and has failed to remedy such default notified by
Distributor to Company within thirty (30) days. Distributor must notify the escrow agent of the Event of Default
promptly, setting out the facts and circumstances of the Event of Default.

1.21.5 Ongoing Obligations
During the term of this Licence Agreement, Distributor agrees to handle the delivered source code in its original format
and will only disclose it to third parties through reference of the original source and not branches of the source which
have been altered by 3rd parties. If Distributor chooses to continue distributing the Software, to which Distributor
has source code access, while identifying themselves as licenced Distributor before or after the expiration of this
agreement, Distributor will be fined to the amount of the licence renewal fee

1.21.6 Escrow Fees
All escrow fees and costs shall be for the account of Distributor and fully paid by Distributor. Company shall be
entitled to reasonably select the Escrow Agent.

1.22 APPENDIX A – Description of Software
The Wave® Operating System (WaveOS™)

1.22.1 Introduction (In Laymens Terms)
WaveOS™ is a free and open-source software. The purpose of WaveOS™ is to make Energy & Internet Free. The
software operates on a wide range of hardware devices known as Single Board Computers. Wave® transforms these
devices into a wide range of smart home solutions, all able to reduce the users energy & internet bills each month.
The list of smart home functions WaveOS™ can perform includes a Smart Home Hub™ (with media center, camera
monitor and IoT home control), a Wi-Fi Signal Booster™, a Media Storage Device and a Multi-Room (Wi-Fi to
HDMI) Link etc. And with added accessories such as GPS Antenna or CT Clips Wave® can even transform the device
into a (Mobile Carrier-Free) USSD/GPS Tracker or Energy Monitor™. What the device does is determined by the
user during intial installation. The options presented to users are named Software ‘Editions’ e.g. Energy Monitor
Edition™, Home Hub Edition™ etc
After Wave® has been copied onto the memory of a Single Board Computer and the device booted-up, the software
will autonomously transform the device into a Wi-Fi Hotspot. The user can then connect to the device and interface
with it in order to select a software edition and complete the installation, in much the same way as a Wi-Fi router.
All that is required of the user is they provide power to the device and connect it to their routers ethernet port (so it
has access to the internet). Other than a prompt to select a Software Edition, the installation is completely automatic.
By making the solution self-build autonomously and presenting the user a friendly interface, it has been possible to
eliminate the need to commisSiôn an engineer to configure, integrate and/or construct your Smart Home.
Using WaveOS™ a non-skilled End-User is now able to use the exact same hardware and same software to generate
for themselves, a wide range of smart home devices. In much the same way we have a mobile phone and a familiar operating system, running applications which transform our devices into a media center, game console etc - Wave® does
the same for the devices required to make our homes smarts and most of all our energy & internet free. WaveOS™ is
freedom for anyone to produce their own smart home products within their home, including re-arranging the hardware
and interchanging their roles, at the users own discreSiôn, with no programming skills required.

1.22. APPENDIX A – Description of Software

WaveOS™ Development Guide, Release 0.0.1

WaveOS™ is a solution which removes the complexity out of producing a smart home, which until now has required
End-Users to purchase seperate hardware products, from seperate manufacturers, each with seperate software and
interfaces (and/or commisSiôn a custom installers) in order to achieve the same objectives in almost every case. These
objectives include multi-room media, smart home control, remote access, monitoring and lower energy bills.
A Single Board Computer with WaveOS™ installed and Home Hub Edition™ selected, will produce a Wave® Home
Hub™ Product. Equally a device with Energy Monitor Edition™ selected during initial installation, will product a
Wave® Energy Monitor™ Product. And so forth. By combining the products WaveOS™ produces, it is possible to
quickly assemble a complete Wave® Smart Home - able to achieve many essential smart home functions including
smart lighting, appliance/ plug-socket control, multi-room media etc.
The theme and ultimate objective of WaveOS™ is to reduce energy and internet bills. Progress so far suggests energy
and internet can actually become 100% free if the development of WaveOS™ continues on the path it’s on. Embedded
within the software are methods to achieving this end. The Energy Monitoring and home control applications, combined with the multi-user interface and remote access, gives occupants of any household 24/7 full home monitoring
and controls, wherever they are. The solution also allows scheduling and rule based home controls, so no more excuses
for accidently leaving lights and tv’s on.

1.22.2 Technical Description (Summary)
WaveOS™ is a user-friendly operating system (no programming skills required to operate it). Built on the work
of DietPi and Raspbian Jessie (Linux) and designed to run on single board computers like the Raspberry Pi. The
source code is public on GitHub and the compiled software is free and available for worldwide download from https:
//makeitwave.com/download.html
Wave® can establish a low cost, fully connected smart home in a matter of minutes. The underlying objective of this
is a system designed to transition homes from paid internet and electricity to free internet and electricity. The even
further underlying technology which achieves this is cryptocurrency-based monetisation technologies, which turns
user activity in their home into revenue, which can be diverted to utility providers autonomously using smart contracts,
resulting in reduced and perhaps free electricity and internet for homes. The specific embedded technologies involve
cryptocurrency mining and ad-reinserSiôn.
The margin between revenues generated from this model and what is paid to utility companies is expected to increase
over time as the network grows, the technology improves and the current trends continue. Herein lies the Wave®
business model and market opportunity.
The Operating System benefits End Users with Energy Monitoring, Smart Home Control, Media, IPCCTV and many
more locally hosted and remotely accessible applications, all on a single menu/dashboard.
Licenced Distributors will benefit from being able to source hardware, quickly and easily install this free Operating
System onto it and set-up a pioneering solution for End User(s) for a fee of their choosing in a matter of minutes.
Upselling and Cross Selling practically every smart home accessory, since WaveOS™ applications are compatible
with most other peripheral systems for homes e.g. solar energy inverters, IPCCTV cameras, Smart Plug Sockets, Air
Conditioning Systems, Wi-Fi Lighting etc.
For End-Users the cost of a fully connected, subscription-free smart home, with local and remote access, has reduced
in price by a factor of 10 with the development of WaveOS™ for Single Board Computers (SBC’s). Benefits of this
solution of rival solutions includes easy and cheap, modular replacement over time, easier understanding and day to
day operation, lower energy consumption and a middle management system that seamlessly binds together practically
every current and future technology for their home(s).

Chapter 1. Improve WaveOS™

WaveOS™ Development Guide, Release 0.0.1

1.23 Document Author(s):
1.23.1 Siôn H. Buckler
Organisation

Role

Details

Founder &
CEO

Make it Wave Ltd, British Corporation (England & Wales),
Company Director ID 11363386

Head
of
Defence

Caribbean Communications Unit (CCU), Royal Corps of Signals, Life Member ID 55983

Council
President

Utilities as Rights (UaR) Society, British Crown Public Servant, Gov/Oath ID 25148537

Military
Theorist

Scottish Bay, Dominican Republic

About Siôn Buckler - Science & Computer Science (Bachelors), Electronic Engineering, Industrial Electronics and
Electronics & Computing (Advanced Diplomas), Cisco Certified Network Associate (CCNA), Microsoft Certified
Solutions Expert (MCSE), Certified Project Management (Prince2 Practitioner), Institute of Electronic Engineering
(IEEE), Siemens Certified Engineer, Certified Telecommunications Service Provider (NVQ3), Satellites & Full Spectrum Radio, Fixed Telecommunications Systems with Enhanced Capabilities (Nortel Passport, RAD-IP Mux, Probot
Fiber Optics, APC Power Supplies), SKP01 Electrical Safety, NVQ2 IT, Defence Specialist LAN, TCP/IP, Subnetting,
DHCP, Addressing, Routing & Browsing, Communications Equitment Room Design & Maintenance, Health & Fire
Safety Officer, Military Command & Leader (Level 2 CMI), Cyber Security (Pen Testing/ JOCS), Electronic Warfare,
SIP/ VOIP, Google Advertising Professional, SEO, PPC, HTML5, CSS3, Java, Perl, Ajax, JQuery, MySQL, Unix,
Python, Linux.

1.23. Document Author(s):

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WaveOS™ Development Guide Wave Software Developers

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