LIMITED ACCESS AND LICENSE AGREEMENT

This Limited Access and License Agreement (“Agreement”) contains the terms and conditions between Neuroblade Ltd and its affiliates, (“Neuroblade”) and you and/or the company you are accessing the certain data and related documentation (“Data”), on behalf of (“You”/”Partner”). It governs the limited licence and remote access rights which You will be provided. By accessing the Data, You are consenting to be bound by (and bind the company which You are entering on behalf of) and are becoming a party to the terms and conditions of this Agreement from the date of first access and agreement to this Agreement and that You have the legal right and signatory rights to enter such Agreement on behalf of the company You are entering on behalf of.

IMPORTANT - READ CAREFULLY THE FOLLOWING AGREEMENT BEFORE ACCESSING THE DATA REMOTELY. BY CLICKING THE "I AGREE" BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON, OR DO NOT USE THE DATA. DO NOT SELECT "I AGREE" OR USE THE DATA UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THE TERMS OF THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHOSE BEHALF YOU ARE ACCESSING THE DATA, AND NEUROBLADE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE DATA TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE ACCESS, USE AND RESULTS OBTAINED FROM THE DATA.

1. LICENSE AND OWNERSHIP Neuroblade hereby grants You a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable, fully paid-up, revocable, worldwide licence to access and review the Data. The parties agree that, as between You and Neuroblade, Neuroblade shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world, in relation to Neuroblade's Data and any and all Data and services documentation and know-how provided to You under this Agreement including all software code, scripts, graphics, form, text, content of text, workflow processes, user interface, and designs, and all right, title and interest in and to such items, including all associated intellectual property rights and You shall have no right, title or interest therein, except for the licence rights provided herein. If Neuroblade receives any feedback regarding the Data, and/or documentation and any other information provided by Neuroblade to You and/or related to this Agreement and/or the licence including any results and/or this Agreement, Data performance values and Data use results (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Neuroblade and such shall be considered Neuroblade’s Confidential Information. You hereby irrevocably and unconditionally transfer and assign to Neuroblade all intellectual property rights You may have in such Feedback and waive any and all moral rights that You may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Neuroblade at its sole discretion, and that Neuroblade in no way shall be obliged to make use of the Feedback.

2. LICENSE RESTRICTIONS 2.1. The Data should be used in accordance with the instructions of Neuroblade. Except as expressly and unambiguously permitted by this Agreement, You may not, nor permit anyone else to, directly or indirectly to: (a) copy or modify any Data provided, either alone or in conjunction with any other data or program; (b) exceed the scope of licence set forth in Section 1 and make use of it for anything other than set forth hereunder; (c) reverse compile or reverse assemble all or any portion of the Data; (d) allow access, distribute, disclose, market, rent, lease, lend, sublicense, or transfer to any third party the Data or use the Data in any timeshare, hosting or service bureau arrangement; (e) remove any identification, including copyright, trademark, patent or other notices, contained in or on the Data or documentation; (f) use the Neuroblade name, logo or trademarks without prior written consent from Neuroblade.

   2.2. Any right not explicitly granted to You is reserved to Neuroblade or its suppliers. No licence, right or interest in any Neuroblade trademark, trade name or service mark is granted hereunder.

   2.3. For avoidance of doubt, it is made clear that use and/or access to the Data must be done solely through the remote access link provided by Neuroblade and no parts of the Data, including any data or code is allowed to be extracted, saved, copied, accessed or used in any way or manner outside of the remote access link provided by Neuroblade.

3. CESSATION OF DATA USE Upon the earlier of: Neuroblade’s written request, or upon the termination or expiration of this Agreement, You shall promptly stop making any use or access of the Data and (i) shall promptly return to Neuroblade any Confidential Information and Data of Neuroblade that is in Your possession or control, or (ii) purge, delete or destroy, to the extent reasonably practical, any Data and Confidential Information of Neuroblade or access ability that cannot feasibly be returned to Neuroblade certifying in writing the destruction of the same to Neuroblade, and (iii) safeguard all other documents or media, containing Data and/or Confidential Information of Neuroblade, that cannot be returned, purged, deleted or destroyed.

4. CONFIDENTIAL INFORMATION 4.1. As used herein, “Your Confidential Information” shall mean all Your information which is confidential in nature or marked as confidential to which Neuroblade has had access to in connection with performance of this Agreement, whether in oral, written, graphic or machine-readable form, including without limitation, specifications, user, operations or systems manuals, diagrams, graphs, models, sketches, technical Data, research, business and financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, names, proprietary ideas, concepts, know-how, methodologies and all other information related to Your or any of Your affiliates’ businesses. Your Confidential Information shall also include confidential information received by You or any of Your affiliates from a third party.

   As used herein, “Neuroblade Confidential Information” shall mean all Neuroblade information which is confidential in nature or marked as confidential to which You has had access to in connection with performance of this Agreement, whether in oral, written, graphic or machine-readable form, including without limitation, software code, scripts, graphics, form, text, content of text, workflow processes, user interface, and designs, APIs, documentation, and/or this Agreement (including Data performance value and Data use results), specifications, user, operations or systems manuals, diagrams, graphs, models, sketches, technical data, research, business and financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, names, proprietary ideas, concepts, know-how, methodologies and all other information related to Neuroblade or any of its affiliates’ businesses and/or this Agreement, including all Feedback provided by You under or relating to this Agreement and/or any outputs, data, under and/or relating to this Agreement.

   4.2. Neuroblade Confidential Information shall also include confidential information received by Neuroblade or any of its affiliates from a third party.

   4.3. Your Confidential Information and Neuroblade Confidential Information are hereinafter referred to as the “Confidential Information.”

   4.4. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information shall not include information that: (i) is in the public domain at the time of disclosure; (ii) was in the possession of or demonstrably known by the recipient prior to its receipt from the disclosing party; (iii) is independently developed by the recipient without use of the Confidential Information; or (iv) becomes known to the recipient from a source other than the disclosing party without breach of this Agreement.

   4.5. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar proprietary information and shall not, directly or indirectly: (i) transfer or disclose any Confidential Information to any third party, except as otherwise permitted under this Agreement; (ii) use any Confidential Information other than as contemplated under this Agreement; or (iii) take any other action with respect to the Confidential Information inconsistent with the confidential and proprietary nature of such information. You and Neuroblade shall maintain an industry-standard information security program that includes commercially reasonable practices and controls (such as reasonable encryption, access controls, and periodic testing) and apply such program, as applicable, to protect the other Party's Confidential Information, but in any case no less than it uses to protect its own Confidential Information.

5. REPRESENTATIONS AND WARRANTIES 5.1. Neuroblade represents and warrants that: (a) it is free to provide You with access to the Data and enter into this Agreement, upon the terms contained in this Agreement and there are no contracts and/or restrictive covenants preventing its obligations under this Agreement; and (b) the Data and its use as contemplated hereunder comply with all applicable laws.

   5.2. Disclaimer. Neuroblade disclaims the implied warranties of merchantability and fitness for a particular purpose.

6. LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR LOSS OF GOOD WILL) ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH REGARDS TO DIRECT DAMAGES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU TO NEUROBLADE UNDER THE AGREEMENT, AND IF NONE WERE PAID, $100.

7. You acknowledge that copying the Data, its modification, or its disclosure of the Data or any Confidential Information related thereto, may substantially damage Neuroblade and agree that Neuroblade may seek injunctive relief, in any competent jurisdiction, in addition to other remedies at law and in equity.

8. TERMINATION This Agreement shall be in effect as of the Effective Date until terminated earlier by either party upon written notice to the other party. In no event shall either party have any obligation to enter into a licence or any other agreement with respect to the Data.

9. GENERAL 9.1. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Singapore, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising from or in connection with this Agreement shall be submitted to the Singapore International Court of Arbitration of the International Chamber of Commerce and shall be held in English.

   9.2. No Assignment. Neither party may assign its rights or obligations under this Agreement, in whole or in part, without express written consent of the other party and any assignment in violation of the provisions of this Section shall be deemed null and void other than due to merger, acquisition, change of control or sale of all or substantially all of its assets.

   9.3. Survival. Any provision of this Agreement which, by its nature, would survive termination or expiration of this Agreement, shall survive any such termination or expiration of this Agreement, including all clauses relating to confidentiality and ownership.

   9.4. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may be modified or amended only by a written agreement signed by authorised representatives of each party.