NON-COMMERCIAL SOFTWARE LICENSE TERMS AND CONDITIONS FOR METAVISION^® SDK

1. SCOPE AND ACCEPTANCE

These Non-Commercial Software License Terms and Conditions (the “License Terms“) govern the provision of the Software (as defined below) solely for non-commercial Development and evaluation purposes, by PROPHESEE S.A., a company duly organized and existing under the laws of France, with offices at 75 TER, rue de Charonne, 75011 Paris, France (“Prophesee”) to any entity (the “Licensee”) that has (i) purchased METAVISION® SDK license either standalone or bundled as part of a Prophesee Evaluation Kit camera embedding Event-Based Vision sensors; and (ii) agreed to the License Terms or online via a dedicated checkbox.

Non-Commercial License. Licensee may access the Software under a non-commercial license as further detailed in Section 3 of these License Terms. This license only permits the non-commercial use of METAVISION® SDK or any product that integrates or is based on METAVISION® SDK. Any commercial use requires a separate written commercial agreement with Prophesee. To discuss commercial licensing options, please contact us at sales@prophesee.ai.

Important Notice. Certain portions of the Software include Open-Source Libraries subject to separate license terms. Licensee must comply with all Open-Source obligations. A current list of Open-Source Libraries and their terms is available at: https://docs.prophesee.ai/stable/open_source_licenses.html.

Acceptance. BY CLICKING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT ACCEPTS THE LICENSE TERMS IN THEIR ENTIRETY. ANY CONDITIONAL ACCEPTANCE OR REFUSAL MEANS NO LICENSE IS GRANTED, AND LICENSEE MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Precedence. These License Terms constitute the entire agreement regarding the use of the Software for non-commercial Development and evaluation purposes and supersede all prior and contemporaneous agreements, representations, and understandings relating to such subject matter. Where the Parties have previously entered into a license agreement governing the use of a prior version of the METAVISION® SDK for the same purpose, these License Terms shall prevail over and supersede any such prior license terms in their entirety.

2. DEFINITIONS

– “Demonstration” means (i) demonstration by the Licensee to End-Users in connection or combination with a Device for non-commercial internal End-Users test, review and evaluation purposes; and (ii) non-commercial demonstration of the Device Software in connection with or embodied in a Device, to or by End-User for evaluation of, among other things, the ease of use, or the performance of such Device Software and/or Device; and (iii) the promotion by Licensee of sample versions of the Device Software always in connection or combination with a Device.

– “Derivative Work” means the specific results of the Development (as defined below) performed by the Licensee through the authorized use of the METAVISION® SDK in accordance with these Software License Terms, which materially transform, adapt, or modify METAVISION® SDK and become an original part of the Device Software. Ownership of any such Derivative Work shall vest in the Licensee only with respect to its original contributions, and shall in no event affect, limit, or transfer Prophesee’s ownership of, or rights in, the underlying METAVISION® SDK or any portion thereof.

– “Developers” means the employees who are designated by the Licensee in the Subscription Form, identified by name and number therein, and who are granted access to METAVISION® SDK for the limited purpose of performing the activities permitted under the License (as further defined below). The Licensee shall ensure that all Developers comply with these Software License Terms and shall remain fully liable for any act or omission of its Developers.

– “Development” means (i) creating, designing, developing, configuring and testing a Device Software and Derivative Work in case of METAVISION® SDK; and (ii) integrating the Device Software into a Device.

– “Device” means any hardware device – including but not limited to a camera, computer platform or application-specific product (“ASP”) – that is based on or embeds a Prophesee Product (as defined below), and that is designed, developed and/or manufactured by the Licensee, and that incorporates, integrates and/or executes the Device Software.

– “Device Software” means the part of METAVISION® SDK, the Derivative Work and their relative dependencies that are embodied in a Device.

– “End-User” means a customer of the Licensee who is granted by the Licensee a temporary access to the Device Software for non-commercial evaluation, Development and Demonstration purpose only.

– “Intellectual Property Rights” or “IPR” means any and all intellectual property rights throughout the world, including without limitation any and all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all re-issuances, divisions, continuations, continuations-in-part, revisions, renewals, extensions and reexaminations thereof, works of authorship, database rights, copyrightable works (including the copyright on software in any codes), copyrights (and any applications, registrations and renewals therefore or thereto), topography or semiconductor or other mask work rights, all moral rights, registered or unregistered trademarks (and any applications, registrations, renewals therefor or thereto), logos, service marks, trade dress, domain names, trade names, corporate names, and any translations, adaptations, derivations and combinations thereof (solely to the extent such translations, adaptations, derivations and/or combinations are protected under applicable intellectual property law in which such enforcement is sought), and any goodwill associated with any of the foregoing, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, and algorithms, and any and all similar or equivalent rights throughout the world, whether under any country or jurisdiction in the world or international conventions.

– “METAVISION® SDK” means the software suite developed by Prophesee, designed to provide the Licensee with a design kit and plug-ins to facilitate the operation, design, and customization of its own Event-Based Vision solution. METAVISION® SDK comprises both: (i) Prophesee proprietary libraries and algorithms (the “Proprietary Libraries”) and (ii) dynamic links to, or codes inclusions of, open-source libraries that are subject to non-copyleft open-source licenses (the “Open-Source Libraries”). Access to METAVISION® SDK is granted to the Licensee in binary form, together with code samples and access to C++ and Python libraries in source code form.

– “Prophesee Product” means any Event-Based Vision technology evaluation kit and/or sensor commercialized or loaned by Prophesee or one of its authorized business partners. The list of the Prophesee Products is available at: /buy-event-based-products/ and the list of authorized business partners is available upon request at sales@prophesee.ai.

– “Updates” means any and all changes, modifications, reconfigurations, improvements, translations, transformations, derivative works, and/or enhancements to METAVISION® SDK provided by Prophesee to the Licensee from time to time.

3. LICENSE AGREEMENT

3.1 Access. Subject to the Licensee’s acceptance of and compliance with these License Terms, including the payment of the License Fee under Section 5 herein, Prophesee shall grant to the Licensee access to METAVISION® SDK under the terms set forth in Section 3.2 below.

3.2 Non-Commercial License.

Prophesee grants the Licensee a non-exclusive, non-sublicensable, non-transferable, revocable as set forth herein, limited worldwide license to use METAVISION® SDK in binary and source code, solely for non-commercial internal evaluation, Development, testing, and Demonstration purposes, to:

(a) install, run, and test, one copy of METAVISION® SDK per Developer for Development purposes and on five (5) Devices; and

(b) perform Development and manufacture Devices, strictly for Demonstration purposes.

The License granted hereunder is conditioned upon the Licensee reproducing, on each copy of METAVISION® SDK, all copyright, proprietary, and licensing notices contained in or incorporated into the Proprietary Libraries, and fully complying with the restrictions described below.

License Restrictions.
The Licensee shall not:

(i) use the Proprietary Libraries or any portion thereof for any commercial purpose, including but not limited to selling, licensing, sublicensing, or otherwise exploiting the Proprietary Libraries for commercial gain;

(ii) disclose, make available, or sublicense to any third party, including End-Users, or to any of the Licensee’s personnel other than Developers the Proprietary Libraries, or any portion thereof;

(iii) reverse engineer, disassemble, or decompile METAVISION® SDK, in whole or in part;

(iv) remove or conceal any copyright, trademark, or proprietary notices contained in or incorporated into METAVISION® SDK;

(v) integrate, embed, or incorporate METAVISION® SDK, including the Proprietary Libraries or any portion thereof, into any commercial product, service or offering intended for sale, distribution or commercial exploitation;

(vi) design, develop, manufacture, have manufactured, market, offer for sale, sell or distribute any Device Software or Device for any commercial purpose, except as expressly permitted pursuant to a separate written commercial agreement executed between the Parties;

(vii) assert, enforce or oppose any of the Licensee’s IPR in any Derivative Work against Prophesee, its licensors, successors, or assigns, nor claim that Prophesee, its licensors, successors, or assigns infringe any such rights; and

(viii) integrate any portion of the Proprietary Libraries with open-source software licensed under the GPL, LGPL, MPL, CPL, CDDL, or any other copyleft license, where such integration would impose copyleft or open-source disclosure obligations on METAVISION® SDK or the Device Software that are inconsistent with these License Terms.

3.3 Access and Use of Open-Source Libraries.

METAVISION® SDK includes dynamic links and code inclusions to Open-Source Libraries under non-copyleft licenses, including LGPLv2.1 (LGPLv2.1), LGPLv3 (LGPLv3), GPLv2 (GPLv2), GPLv3 (GPLv3), and other headers available at support@prophesee.ai. Licensing terms, copyrights, and disclaimers are listed at https://docs.prophesee.ai/stable/open_source_licenses.html (the “Open-Source Licenses Table”). This Open-Source Licenses Table will be updated whenever an Update is released. The version applicable to a specific release of METAVISION® SDK can be accessed at https://docs.prophesee.ai/VERSION/open_source_licenses.html.

BY ORDERING, DOWNLOADING, INSTALLING, OR USING METAVISION® SDK AND ITS UPDATES, THE LICENSEE AGREES TO:

DOWNLOAD ALL OPEN-SOURCE LIBRARY LICENSES, COPYRIGHTS, AND DISCLAIMERS;
COMPLY WITH AND APPLY ALL LICENSE TERMS, COPYRIGHTS, AND DISCLAIMERS; AND
INDEMNIFY, DEFEND, AND HOLD HARMLESS PROPHESEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, INSURERS, LICENSORS, AND ASSIGNS FROM ANY DAMAGES, LOSSES, LIABILITIES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), ARISING FROM LICENSEE’S NON-COMPLIANCE WITH ANY OF THE FOREGOING OBLIGATIONS.

4. OWNERSHIP

Prophesee and its licensors own and retain all rights, title, and interest, including IPR, in and to the Proprietary Libraries, Updates, and Prophesee Products. No rights are granted to Licensee except as explicitly set forth herein.

5. COMPENSATION

5.1 License Fee. In consideration for access rights granted to the specified number of Developers and the related License, the Licensee shall pay to Prophesee the one-time, lump-sum license fee agreed upon between the Parties (the “License Fee”). This License Fee is non-refundable, non-cancellable, and non-transferable, regardless of whether the Licensee exercises any of the rights granted hereunder.

5.2 Payment terms. All payments shall be made by the Licensee to Prophesee in full, without set-off, deduction, withholding, or bank charges. No third-party payments are permitted. Prophesee may return any payment made by a non-Licensee and charge any related transfer fees to the Licensee.

Invoices shall be payable within thirty (30) days of the Licensee’s receipt (including receipt by email in PDF format).

All payments shall be made in the currency agreed upon between the Parties (in Euros (€), United States Dollars (USD), or Renminbi (RMB)), net of bank or exchange fees.

5.3 Late Payments. In the event that any invoice is not fully paid by its due date, the Licensee shall automatically be liable to pay a fixed compensation amount of forty Euros (€40) for recovery costs, without prior notice, in accordance with Articles L.441-6 and D.441-5 of the French Commercial Code. Prophesee reserves the right to claim additional compensation should the actual recovery costs exceed this fixed amount.

Interest on late payments shall accrue on the total overdue amount from the due date until full payment at a rate per annum equal to the European Central Bank’s latest refinancing rate plus ten percent (10%), or the highest rate permitted by applicable law, calculated on a daily basis.

Failure to make payment when due shall entitle Prophesee, without prejudice to any other rights or remedies, to terminate these License Terms and any pending delivery with immediate effect and without liability, or compensation to the Licensee.

5.4 Taxes. All customs duties, excise duties, import and/or export duties, and other taxes, tariffs, and surcharges of any nature, whether presently imposed or to be imposed in the future in any jurisdiction, whether directly or indirectly in respect of the License, delivery of METAVISION® SDK, or the support services, shall be borne by the Licensee and payable in addition to the fees.

5.5 Verification of uses (Audit). Prophesee shall have the right, upon reasonable prior written notice of no less than thirty (30) calendar days, to audit or appoint an independent third-party auditor to audit the Licensee’s systems, records, and usage logs solely for the purpose of verifying the Licensee’s compliance with these License Terms, including any License restrictions set out herein.

Such audits shall be conducted during normal business hours, no more than once per calendar year and in a manner that minimizes disruption to the Licensee’s operations.

The Licensee shall cooperate in good faith with any such audit and shall provide reasonable access to all relevant records, systems, and personnel upon request.

The costs of any audit shall be borne by Prophesee, unless the audit reveals a material breach of the License Terms, in which case the reasonable costs of the audit shall be borne by the Licensee.

6. CONFIDENTIALITY AND PROTECTION OF SECURED IP

6.1 Confidentiality Obligations. Licensee shall keep all source code and any non-public technical or implementation materials relating to the Proprietary Libraries (collectively, the “Secured IP”) strictly confidential. Licensee shall not disclose the Secured IP to any third party or to any of its personnel other than those individual Developers who have a legitimate need to access it for the purposes expressly permitted under these Software License Terms.

Before granting any Developer access to the Secured IP, Licensee shall ensure that each Developer has executed a written and legally binding agreement containing protection obligations sufficient to enable both the Licensee and each Developer to fully comply with all terms and conditions of these Software License Terms, including, without limitation, the confidentiality and use restrictions set forth herein.

6.2 Restrictions on Use. Licensee shall not, and shall not permit anyone other than authorized Developers to, use, reproduce, copy, or duplicate the Secured IP, except as strictly necessary for Development activities expressly authorized under these Software License Terms. Licensee shall promptly notify Prophesee in writing of any actual or suspected unauthorized access, use, or disclosure of the Secured IP.

6.3 Security Measures. Licensee shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the Secured IP, including without limitation:

(a) ensuring that access, download, and use of the Secured IP occur only on secure computer systems controlled by Licensee and protected by password and access-control software; and prohibiting any upload or storage of the Secured IP on any third-party or public cloud system not directly managed or controlled by Licensee;

(b) appointing a designated security administrator responsible for: (i) controlling and approving all access to the Secured IP; (ii) maintaining a written log identifying each Developer with access to the Secured IP; (iii) maintaining records of the number, version, and location of all copies of the METAVISION® SDK and Secured IP; and (iv) issuing and managing passwords and other authentication credentials;

(c) reproducing and maintaining all copyright notices, proprietary and/or confidentiality legends, and other markings on all copies, modifications, or portions of the Secured IP, including METAVISION® SDK, when merged into any other Device Software or Device; no such notices or markings may be removed, altered, or obscured;

(d) ensuring that any remote access to the Secured IP stored on Licensee’s servers does not permit downloading, copying, or exporting of the Secured IP to remote locations; and

(e) providing Prophesee, upon reasonable written request, with information regarding Licensee’s use, storage, and protection of the Secured IP to verify compliance with this Section.

6.4 Remedies. Licensee acknowledges that Prophesee has made substantial investments in developing METAVISION® SDK and the Secured IP and that any unauthorized disclosure or misuse of the Secured IP would cause immediate and irreparable harm to Prophesee for which monetary damages would be inadequate. Accordingly, Licensee agrees that Prophesee shall be entitled, in addition to any other remedies available at law or in equity, to seek immediate injunctive and equitable relief (including preliminary and permanent injunctions) to prevent or restrain any actual or threatened breach of this Section, without the necessity of posting bond or proving actual damages.

7. REPRESENTATIONS AND WARRANTIES

LICENSEE ACKNOWLEDGES THAT METAVISION® SDK IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS. PROPHESEE MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

Licensee Warranties. Licensee represents and warrants that: (i) it has full legal rights, power, and authority to enter into the License Terms and perform its obligations; (ii) it is the sole and exclusive owner of the Derivative Works, Device Software, and Device; (iii) it has no knowledge of any claim or threat that its Derivative Works, Device Software, or Devices infringe or misappropriate third-party IPR; (iv) it will not use, and shall cause End-Users not to use, any part of the Prophesee Event-Based Vision technology in a manner that would subject the technology to any licensing obligations (including, without limitation, through cross-licensing arrangements) inconsistent with these Software License Terms, including GPL, LGPL, or similar copyleft licenses, or otherwise restrict Prophesee’s ability to charge for further distribution of the Proprietary Libraries or METAVISION® SDK.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROPHESEE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM OR RELATING TO THE LICENSE TERMS, THE DEVICE SOFTWARE, THE DEVICE, OR THE USE OF METAVISION® SDK, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, OR INTERRUPTION OF BUSINESS, REGARDLESS OF THE CAUSE OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF PROPHESEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROPHESEE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE LICENSE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE ACTUALLY PAID BY LICENSEE TO PROPHESEE UNDER THE LICENSE TERMS.

9. TERM AND TERMINATION

9.1 Term. The licensed rights granted under these License Terms start on the Effective Date and remain valid for a period of one (1) year.

9.2 Termination. The License Terms may be terminated by Prophesee : (i) if Licensee fails to pay any amount due under the License Terms, and such failure is not cured within five (5) days after receipt of written notice; (ii) immediately if Licensee becomes insolvent, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for itself or for a substantial part of its assets, or if any bankruptcy, reorganization, or insolvency proceedings are instituted by or against Licensee; or (iii) if Licensee materially breaches any other provision of the License Terms and such breach is not cured within thirty (30) days after receipt of written notice if curable, or immediately upon notice if the breach is not curable.

9.3 Effect of Termination. Upon termination of the License Terms for any reason:

(a) the Licensee shall immediately cease any use of the METAVISION® SDK and any Development evaluation or Demonstration activities;
(b) the Licensee shall permanently delete and destroy all electronic copies of the METAVISION® SDK;
(c) the Licensee shall provide Prophesee with written certification confirming the complete deletion and destruction of all copies of the METAVISION® SDK within thirty (30) days following the effective date of termination.

Termination shall not relieve either Party of any accrued payment or other liability existing as of the termination date, including any amounts owed to Prophesee.

9.4 Survival. Sections 5 (compensation), 6 (confidentiality), 7 (representations and warranties), 8 (liability and indemnification), 9 (termination), 10 (compliance), and 11 (miscellaneous) shall survive termination of the License Terms.

10. COMPLIANCE

Ethics. The Licensee represents and warrants that (i) it complies and will comply with anti-bribery and corruption laws or regulations, including OECD Convention of 1997 and the United Nations Convention against Corruption (UNCAC) of 2003, United States Foreign Corrupt Practices Act (US FCPA) of 1977, UK Bribery Act of 2010 and French Sapin 2 Law of 2016 and their respective amendments (collectively the “ABC Regulations”); (ii) neither the Licensee, its representatives nor its executive managers have been, to the best of Licensee’s knowledge, subject to civil or criminal sanctions, in France, USA, United Kingdom or abroad, for non-compliance with the ABC Regulations; and (iii) no investigation or proceedings which may lead to such sanctions have been brought against the Licensee or any such persons. The Licensee further represents and warrants that it has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration, or benefit whatsoever aiming at getting or as counterpart to these License Terms execution. Any gift, present, payment, remuneration, or benefit offered, directly or indirectly, to a Prophesee’s employee, executive manager or representative, or to any person that may influence their decision within the frame of the execution or performance of these License Terms, must be reported to Prophesee’s Compliance Officer at legal@prophesee.ai. Non-compliance with this provision entitles Prophesee to terminate these License Terms and any pending delivery with immediate effect and without compensation to the Licensee. The Licensee shall indemnify, defend, and hold harmless Prophesee from and against all claims, damages, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising from non-compliance with this Section.

10.2 Personal Data Protection. Within the scope of these License Terms, each Party may process limited personal data as defined in Regulation (EU) 2016/679 of 27 April 2016 (the “GDPR”), relating to individuals involved in the performance of the Agreement, such as name, title, business telephone number, business address, and email (“Business Contact Information”).

Each Party shall: (i) process such Business Contact Information only where necessary for contract management, communication, and performance of these License Terms, relying on its legitimate interest in maintaining the business relationship; (ii) ensure that any employees, agents, or processors handling such data are informed of their confidentiality and data-protection obligations; (iii) implement appropriate technical and organizational measures to safeguard the data against unauthorized or unlawful processing and against accidental loss, destruction, or damage; (iv) refrain from transferring the data to third parties unless such third parties provide protections consistent with the GDPR and, if located outside the European Economic Area, only after ensuring adequate safeguards and prior written notice to the other Party; and (v) delete or return the Business Contact Information once no longer needed for the purposes of these License Terms or upon written request of the other Party, and in any event no later than five (5) years after the end of these License Terms.

Any breach of the obligations in this Section shall constitute a material breach of these License Terms and may result in its termination, without prejudice to other legal or contractual remedies.

10.3 Export Control. Each Party is responsible for identifying and complying with all applicable export control and sanctions laws and regulations concerning the goods, software, technology, and services (“Items”) transferred under these License Terms.

Each Party warrants that it: (i) is not located in, owned or controlled by, or acting on behalf of any country or entity subject to embargoes or sanctions by the European Union, the United Nations, or the United States; (ii) is not listed on any applicable list of prohibited or restricted parties, including but not limited to the U.S. Department of Commerce Entity List, the U.S. Treasury OFAC List, the EU Consolidated Sanctions List, or the French “Registre des gels et des avoirs”; and (iii) will not resell, export, re-export, transfer, or use any Item in violation of such laws or regulations.

With respect to any export or reexport of restricted Items: (a) Licensee shall act as exporter of record and be responsible for obtaining any export licenses required for transfers from Licensee to Prophesee; (b) Licensee shall, at the latest at the time of export, communicate to Prophesee the applicable export control classification number (ECCN) and indicate whether the Item is subject to U.S. or EU export or reexport controls; and (c) Licensee shall promptly provide Prophesee with accurate information and documentation needed for export compliance, including the intended End-User, end-use, and destination country.

Each Party shall immediately inform the other if, during the term of these License Terms, it becomes listed on any sanctions list or becomes subject to investigation or voluntary self-disclosure related to export control violations. Prophesee may decline or suspend performance of these License Terms where it reasonably believes such performance would violate applicable export control or sanctions laws.

Failure to comply with this Section constitutes a material breach entitling Prophesee to terminate these License Terms with immediate effect, without liability, and Licensee shall indemnify, defend, and hold harmless Prophesee from and against all claims, damages, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising from non-compliance with this Section.

11. MISCELLANEOUS

11.1 Force Majeure. If Prophesee is delayed, hindered, or prevented from performing any obligation under these License Terms due to circumstances beyond its reasonable control, including but not limited to strikes, lockouts, labor disputes, governmental or judicial orders, embargos, riots, insurrection, war, terrorism, fires, floods, hurricanes, earthquakes, other natural disasters, seizures, inability to procure materials, or power failures (each, a “Force Majeure Event”), then performance of the affected obligation shall be excused for the duration of the Force Majeure Event. Prophesee shall use reasonable efforts to mitigate the consequences of the Force Majeure Event and resume full performance as soon as reasonably possible. Licensee shall not be entitled to any compensation as a result of a Force Majeure Event. If the Force Majeure Event persists for more than one (1) month, Prophesee may terminate these License Terms and any pending deliveries with immediate effect, without liability.

11.2 Assignment. Licensee shall not assign, delegate, or otherwise transfer these License Terms, in whole or in part, by operation of law or otherwise, without Prophesee’s prior written consent.

11.3 Severability. If any provision of these License Terms or its application to any Party or circumstance is held invalid or unenforceable, the remainder of these License Terms shall remain valid and enforceable to the fullest extent permitted by law. The Parties agree to replace any invalid or unenforceable provision with a valid provision that achieves substantially the same economic and practical purpose.

11.4 Governing Law and Jurisdiction. These License Terms shall be governed by and construed in accordance with the laws of France, without regard to conflict of law rules. Any dispute arising out of or relating to these License Terms shall be subject to the exclusive jurisdiction of the courts of Paris, France. This is without prejudice to Prophesee’s right to seek interim or injunctive relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.5 Entire Agreement. These License Terms constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, negotiations, and writings, except for any non-disclosure agreement executed prior to or concurrently with these License Terms, which shall remain in full force and effect. Confidential information disclosed under such non-disclosure agreements shall, as of the Effective Date, be deemed confidential under these License Terms, and all provisions of these License Terms relating to confidentiality shall apply. No modification of these License Terms shall be effective unless in writing and signed by duly authorized representatives of both Parties.

11.6 Notices. All notices under these License Terms must be in writing and shall be deemed properly delivered if: (i) delivered by hand; (ii) sent by certified, registered, or e-registered mail, postage prepaid; or (iii) sent by nationally recognized overnight courier service (e.g., FedEx, UPS), addressed to the General Counsel of the receiving Party at the address on record, or such other address as a Party may notify in writing.

11.7 Waiver, modifications. No waiver, amendment, or modification of any provision of these License Terms shall be binding unless in writing and signed by Prophesee. Failure by Prophesee to enforce any right shall not constitute a waiver, nor shall a waiver in one instance constitute a continuing waiver or waiver in any other instance.

11.8 Publicity. Licensee shall not make any public statement, announcement, or press release regarding these License Terms or its terms without Prophesee’s prior written consent.

Version March 2026

Prophesee Proprietary Information

NON-COMMERCIAL SOFTWARE LICENSE TERMS AND CONDITIONS FOR METAVISION® SDK