End User License Agreement (EULA) — QD m.1

Version 1.0

PREAMBLE

This End User License Agreement ("EULA") governs the use of the embedded firmware, on-tool control software, user interface software, and installed analytics software (collectively, the "Embedded Software") that is integrated with, or delivered as part of, the QD m.1 quantum sensing metrology system (the "System") manufactured and supplied by QuantumDiamonds GmbH. This EULA is entered into between QuantumDiamonds GmbH and the Licensee.

By taking delivery of the System, activating the Embedded Software, or using any component thereof, the Licensee agrees to be bound by the terms of this EULA. If the Licensee does not agree, it must not activate or use the System and must contact QuantumDiamonds GmbH immediately to arrange return.

SECTION 1 — DEFINITIONS

1.1 "Agreement" means this End User License Agreement, together with any applicable Order Documentation, Certificate of Conformity, and any written amendments executed by both parties.

1.2 "AI/ML Models" means the artificial intelligence and machine learning inference models, weights, parameters, training configurations, and associated reconstruction algorithms embedded in or delivered with the System, including without limitation the current reconstruction and defect localization algorithms.

1.3 "Authorized Site" means the specific facility or facilities identified in the Order Documentation at which the Licensee is authorized to install and operate the System.

1.4 "Confidential Information" means all non-public technical, commercial, or operational information relating to the System, the Embedded Software, the AI/ML Models, QD's technology, methods, processes, and business affairs, disclosed by QD to the Licensee in connection with this Agreement.

1.5 "Embedded Software" means the firmware, on-tool control software, user interface software, calibration software, and locally installed analytics software delivered with or embedded in the System, including all updates, patches, and bug fixes provided by QD during the term.

1.6 "Export Control Laws" means all applicable export control, trade sanctions, and dual-use regulations, including without limitation EU Regulation 2021/821, the German Export Control Ordinance (AWV/AWG), U.S. Export Administration Regulations (EAR), and U.S. International Traffic in Arms Regulations (ITAR), to the extent applicable.1.7 "Intellectual Property Rights" means all patents (including patent applications and continuations), utility models, copyrights, trade secrets, know-how, mask work rights, database rights, and any other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

1.8 "Licensee" means the entity that has purchased, leased, or otherwise acquired the System from QD, any entity identified in the applicable purchase order, master purchase agreement, or System delivery documentation as the end user of the System, or an authorized QD distributor and has agreed to this EULA.

1.9 "Machine Data" means operational, diagnostic, telemetry, and performance data generated by the System relating to System operation, hardware status, sensor readings, software performance, and calibration states, excluding any Customer Device Data.

1.10 "Customer Device Data" means data relating to the Licensee's semiconductor devices, wafers, packages, or samples that are processed or analyzed using the System, including failure analysis images and measurement results specific to the Licensee's products.

1.11 "Order Documentation" means the applicable purchase order, quotation, master purchase agreement, or equivalent commercial document under which the Licensee has acquired the System.

1.12 "Permitted Use" means the use of the System and Embedded Software for internal semiconductor manufacturing support, wafer and package failure analysis, yield enhancement analysis, and related semiconductor process development activities, conducted solely at the Authorized Site(s) and solely by Authorized Users, as further described in Section 3.

1.13 "QD" means QuantumDiamonds GmbH, a company incorporated under the laws of Germany.

1.14 "Remote Access" means any connection by QD or its authorized personnel to the System via network or telecommunications infrastructure for the purposes of remote diagnostics, software updates, calibration verification, or technical support.

1.15 "System" means the QD m.1 quantum sensing metrology hardware instrument together with all Embedded Software, AI/ML Models, firmware, and associated documentation delivered to the Licensee.

1.16 "Authorized Users" means employees or permanent contractors of the Licensee who have been trained by QD or QD-certified personnel and who are authorized by the Licensee to operate the System at the Authorized Site.

SECTION 2 — GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this EULA and the Licensee's timely payment of all applicable fees, QD grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Embedded Software solely:

(a) as embedded in or installed on the specific System unit(s) identified in the Order Documentation;
(b) at the Authorized Site(s) specified in the Order Documentation;
(c) by Authorized Users; and(d) for the Permitted Use.

2.2 No Other Rights. No rights are granted except as expressly stated in Section 2.1. In particular, no right is granted to use the Embedded Software on any hardware other than the System, to copy the Embedded Software beyond what is strictly necessary for backup purposes, or to use the AI/ML Models independently of the System.

2.3 Documentation. QD grants the Licensee a non-exclusive, non-transferable right to use QD's user documentation delivered with the System solely to support the Permitted Use.

2.4 Updates. If QD provides software updates, patches, or new firmware versions during the term of this Agreement, whether under a support arrangement or otherwise, such updates shall be deemed part of the Embedded Software and subject to this EULA in all respects.

2.5 Backup Copy. The Licensee may make one (1) backup copy of the Embedded Software solely for archival and disaster recovery purposes. Such backup copy must be clearly marked as a backup, stored securely, and may not be deployed on any additional hardware.

SECTION 3 — PERMITTED USE

3.1 Permitted Use. The Licensee may use the System and Embedded Software solely for:

(a) internal failure analysis, defect localization, and yield improvement activities relating to the Licensee's ownsemiconductor devices, wafers, packages, and solid-state samples;
(b) internal process development and materials characterization, provided such activities are conducted at theAuthorized Site by Authorized Users;
(c) internal quality assurance and advanced packaging analysis; and
(d) such other uses as may be expressly agreed in writing by QD in an amendment to this Agreement.

3.2 Site Restriction. Operation of the System is permitted only at the Authorized Site(s). Any relocation of the System to a different site, facility, or jurisdiction requires prior written approval from QD, which may be withheld or conditioned at QD's reasonable discretion. Any unauthorized relocation shall constitute a material breach of this Agreement.

3.3 Cleanroom and Facility Responsibility. Where the System is operated in a cleanroom or controlled environment, the Licensee is solely responsible for ensuring that the System is operated in accordance with applicable cleanroom protocols, environmental conditions, and facility requirements. QD is not responsible for any damage, performance degradation, or contamination resulting from the Licensee's failure to maintain appropriate operating conditions.

SECTION 4 — PROHIBITED USES

4.1 The Licensee shall not, and shall ensure that its Authorized Users and any third parties do not:

(a) copy, reproduce, or duplicate the Embedded Software or AI/ML Models except as expressly permitted under Section 2.5;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code, firmware, algorithm logic, model weights, training data, or underlying technical parameters of the Embedded Software or AI/ML Models, except to the minimum extent mandated by applicable mandatory law and only after prior written notice to QD;
(c) modify, adapt, translate, or create derivative works of the Embedded Software or AI/ML Models;
(d) extract, copy, replicate, or attempt to reconstruct the AI/ML Models, current reconstruction algorithms, calibration methods, or inverse reconstruction algorithms, whether in whole or in part, by any means including but not limited to model distillation, probing, or inversion techniques;
(e) use the System or Embedded Software to perform testing or failure analysis services for any third party on a commercial or fee-bearing basis without QD's prior written consent and the execution of a separate commercial testing services addendum;
(f) publish, disclose, or otherwise make available to any third party (including in academic papers, conference presentations, or patent applications) any comparative performance data, benchmark results, or competitive evaluations of the System against any competing product without QD's prior written consent;
(g) use the System in connection with the development, production, testing, or improvement of any competing quantum sensing, magnetic imaging, or semiconductor metrology product or technology;
(h) disassemble, remove, or analyze any hardware component of the System for the purpose of understanding its construction, materials, or manufacturing methods;
(i) sublicense, sell, transfer, assign, rent, or otherwise make available the Embedded Software or any rights under this EULA to any third party;
(j) use the System or Embedded Software in connection with any application or program intended for or directed toward safety-critical systems (including automotive ISO 26262 safety-rated systems, medical devices, aviation, nuclear, or life-critical infrastructure) without a separate written agreement with QD that specifically addresses such use;
(k) use the System or Embedded Software for any military, defense, or weapons-related application without QD's prior written approval and compliance with all applicable Export Control Laws;
(l) circumvent, disable, or interfere with any license management, authentication, hardware lock, or security feature of the Embedded Software;
(m) remove or alter any proprietary notice, label, serial number, or marking on the System or in the EmbeddedS oftware; or
(n) use the System or Embedded Software in violation of any applicable law or regulation, including Export Control Laws.

SECTION 5 — INTELLECTUAL PROPERTY AND OWNERSHIP

5.1 QD Ownership. The System, Embedded Software, AI/ML Models, firmware, all algorithms (including inverse reconstruction and current reconstruction algorithms), calibration methods, and all Intellectual Property Rights therein are and shall remain the exclusive property of QD. Nothing in this Agreement transfers or conveys any title, ownership interest, or Intellectual Property Rights to the Licensee.

5.2 No Implied License. No license or right is granted by implication, estoppel, or otherwise. The Licensee acquires only the limited license expressly granted in Section 2.

5.3 Feedback. The Licensee grants QD a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use any feedback, suggestions, error reports, test results, or recommendations provided by the Licensee or its Authorized Users relating to the System or Embedded Software. QD shall own all Intellectual Property Rights in any improvements or new developments arising from or incorporating such feedback.

SECTION 6 — MACHINE DATA AND CUSTOMER DEVICE DATA

6.1 Machine Data. The Licensee acknowledges and agrees that QD may collect, process, and use Machine Data generated by the System for the following purposes: (a) remote diagnostics and technical support; (b) predictive maintenance; (c) product improvement and algorithm development; and (d) AI/ML model training and enhancement.

6.2 Customer Device Data. Customer Device Data remains the exclusive property of the Licensee. QD shall not access, use, or disclose Customer Device Data without the Licensee's prior written consent, except as strictly necessary for the provision of technical support when authorized by the Licensee on a case-by-case basis.

6.3 Anonymized Aggregated Data. QD may use Machine Data in anonymized and aggregated form, from which no individual Licensee identity or device-specific information is reasonably identifiable, for benchmarking, product development, and algorithm training purposes. Such use shall not constitute a breach of any confidentiality obligation under this Agreement.

6.4 Data Security. Each party shall implement and maintain appropriate technical and organizational measures to protect data processed in connection with this Agreement in accordance with applicable data protection law, including the GDPR where applicable.

SECTION 7 — REMOTE ACCESS

7.1 Conditions for Remote Access. QD may remotely access the System solely for the purposes of remote diagnostics, software updates, calibration verification, or technical support. QD shall not initiate any Remote Access session without prior coordination with the Licensee, except in cases of critical safety or security incidents requiring immediate action, in which case QD shall notify the Licensee promptly.

7.2 Licensee Network Requirements. The Licensee is responsible for providing and maintaining a secure, stable network connection to support Remote Access sessions where applicable. QD shall not be liable for support or update failures resulting from the Licensee's network infrastructure.7.3 Cybersecurity. The Licensee shall implement and maintain appropriate cybersecurity measures governing the System's connection to its internal networks, consistent with semiconductor fab cybersecurity standards applicable to the Licensee's facility. The Licensee shall promptly notify QD of any actual or suspected unauthorized access to the System.

7.4 No Continuous Monitoring. QD shall not use Remote Access capabilities for continuous surveillance of the Licensee's operations, processes, or Customer Device Data.

SECTION 8 — EXPORT CONTROL

8.1 Licensee Responsibility. The Licensee acknowledges that the System and Embedded Software may constitute dual-use goods or technology subject to Export Control Laws. The Licensee assumes sole responsibility for compliance with all applicable Export Control Laws in connection with its use, storage, transfer, and disposal of the System.

8.2 Prohibited End Uses. The Licensee shall not use, transfer, re-export, or disclose the System or Embedded Software in violation of applicable Export Control Laws, including to any sanctioned country, entity, or person appearing on applicable restricted party lists (including EU, U.S., UN, and German restricted party lists).

8.3 End-User Certification. Upon QD's request, the Licensee shall provide written certifications or documentation confirming compliance with applicable Export Control Laws.

8.4 Indemnification for Export Violations. The Licensee shall indemnify, defend, and hold harmless QD from and against any claims, penalties, fines, or liabilities arising from the Licensee's breach of this Section 8.

SECTION 9 — CONFIDENTIALITY

9.1 Obligation. The Licensee shall hold all Confidential Information in strict confidence, using at minimum the same degree of care it uses to protect its own confidential information of comparable sensitivity, but in no event less than reasonable care. The Licensee shall not disclose Confidential Information to any third party without QD's prior written consent.

9.2 Permitted Disclosure. The Licensee may disclose Confidential Information solely to its Authorized Users who have a need to know for the Permitted Use and who are bound by confidentiality obligations at least as protective as those in this Agreement.

9.3 Exclusions. Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available through no act or omission of the Licensee;
(b) was rightfully known to the Licensee without restriction prior to disclosure;
(c) is rightfully received by the Licensee from a third party without restriction; or
(d) is required to be disclosed by applicable law or court order, provided the Licensee provides QD with prior written notice to the extent legally permissible.

9.4 Survival. The confidentiality obligations under this Section 9 shall survive termination or expiry of this Agreement.

SECTION 10 — WARRANTY

10.1 Software Conformance Warranty. QD warrants that the Embedded Software will perform materially in accordance with the functional specifications set out in the applicable QD documentation for a period of twelve (12) months from the date of System delivery ("Warranty Period"), provided the System is installed, maintained, and operated in accordance with QD's guidelines.

10.2 Warranty Remedy. QD's sole obligation and the Licensee's exclusive remedy for breach of the warranty in Section 10.1 shall be, at QD's option, to

(a) correct or replace the non-conforming Embedded Software, or
(b) if correction or replacement is not commercially practicable within a reasonable period, to refund the license fee attributable to the non-conforming software component.

10.3 Exclusions. The warranty in Section 10.1 does not apply to defects or non-conformances arising from:

(a) unauthorized modification of the Embedded Software or System by the Licensee;
(b) use of the System outside specified operating conditions;
(c) failure of the Licensee to implement QD-recommended updates or patches;
(d) third-party software, equipment, or consumables; or
(e) misuse, neglect, or accident.

10.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.1, THE EMBEDDED SOFTWARE AND SYSTEM ARE PROVIDED "AS IS." QD EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN PARTICULAR:

(a) QD makes no warranty that the System will detect all defects or achieve any specific detection rate for any particular semiconductor device, process node, or failure mode;
(b) QD makes no warranty that use of the System will improve yield by any specific measure;
(c) QD makes no warranty of fitness for use at any specific semiconductor process node;
(d) QD makes no warranty that AI/ML model outputs will be error-free or suitable for use without human review and verification.

SECTION 11 — LIMITATION OF LIABILITY

11.1 Liability within Mandatory Statutory Obligations. Unless otherwise provided in the Agreement, including the following provisions, QD shall be liable for breaches of contractual and non-contractual obligations in accordance with mandatory statutory provisions.

11.2. Liability within Fault-based Liability. Within the scope of fault-based liability, QD shall be liable for damages, regardless of the legal basis, only in cases of intent and gross negligence. In the case of ordinary negligence, subject to statutory limitations of liability (e.g., standard of care in one’s own affairs; insignificant breach of duty), QD shall only be liable for

(a) damages resulting from injury to life, body, or health; or
(b) for damages resulting from the breach of an essential contractual obligation (obligations whose fulfillment is a prerequisite for the proper execution of the contract and upon whose observance the contractual partner relies and may regularly rely). In this case, however, QD’s liability shall be limited to compensation for the foreseeable, typically occurring damage.

‍11.3. Third Parties. The limitations of liability resulting from Section 11.2 shall also apply towards third parties as well as in the case of breaches of duty by persons for whose fault QD is responsible in accordance with statutory provisions.

11.4. Exclusions of Limitation of Liablity. Insofar as a defect has been fraudulently concealed or a guarantee for the quality of the Embedded Software has been assumed, the limitations of liability shall not apply. This shall also apply to claims of the Licensee under the German Product Liability Act.

11.5. Exclusion of Strict Liability for Initial Defects. Strict liability for initial defects under Section 536a (1) Alt. 1 of the German Civil Code (BGB) is explicitly excluded. The Licensee may only withdraw from or terminate this Agreement due to a breach of duty that does not result from a defect if QD is responsible for the breach of duty.

11.6. Liability for Data Loss. In the event of data loss, QD’s liability shall be limited to the typical recovery costs that would have been incurred if the Licensee had made regular and proper data backups appropriate to the risk. This limitation shall not apply if the data backup was hindered or made impossible for reasons for which QD is responsible.

SECTION 12 — INDEMNIFICATION

12.1 IP Indemnification by QD. QD shall defend and indemnify the Licensee against any third-party claim alleging that the Embedded Software, as delivered and used in accordance with this EULA, infringes such third party's Intellectual Property Rights, and shall pay any damages finally awarded or agreed in settlement, provided that the Licensee: (a) promptly notifies QD in writing of such claim; (b) grants QD sole control of the defense and settlement; and (c) provides reasonable cooperation to QD at QD's expense.

12.2 Exclusions from IP Indemnity. QD shall have no indemnification obligation where infringement arises from: (a) modification of the Embedded Software by the Licensee; (b) combination with third-party software or hardware not provided or approved by QD; (c) use of the Embedded Software outside the Permitted Use; or (d) compliance with Licensee specifications or instructions.

12.3 Indemnification by Licensee. The Licensee shall defend and indemnify QD against any third-party claim arising from: (a) the Licensee's breach of this EULA; (b) the Licensee's use of the System or Embedded Software outside the Permitted Use; (c) the Licensee's violation of Export Control Laws; or (d) the Licensee's negligence, willful misconduct, or violation of applicable law.

SECTION 13 — TERM AND TERMINATION

13.1 Term. This EULA commences on the date of System delivery or activation (whichever is earlier) and continues in effect until terminated in accordance with this Section 13.

13.2 Termination for Breach. Either party may terminate this EULA upon written notice if the other party materially breaches this EULA and fails to cure such breach within thirty (30) days of written notice (or fourteen (14) days in the case of a breach of Section 4, Section 5, or Section 8).13.3 Termination for Insolvency. QD may terminate this EULA immediately upon written notice if the Licensee becomes insolvent, files for bankruptcy or administration, or undergoes a change of control without QD's prior written consent.

13.4 Effect of Termination. Upon termination or expiry of this EULA for any reason: (a) all licenses granted hereunder shall immediately cease; (b) the Licensee shall immediately cease use of the Embedded Software and AI/ML Models; (c) the Licensee shall return the System (if applicable) and all related materials to QD or certify in writing that all software copies have been permanently deleted; and (d) Sections 1, 5, 6.3, 9, 10.4, 11, 12.3, 13.4, 14, 15, 16, and 17 shall survive.

SECTION 14 — UPDATES AND MAINTENANCE

14.1 Updates. QD may, at its discretion, issue firmware updates, software patches, and new software versions. Updates may be delivered remotely or on-site. The Licensee is strongly recommended to implement all safety critical updates promptly.

14.2 Maintenance Agreement. Extended software maintenance, support services, and access to new software versions beyond the initial Warranty Period are subject to a separate Software Maintenance Agreement or Support and Maintenance Addendum. QD assumes no liability for the continued performance of Embedded Software versions more than two (2) major releases behind the then-current release, in the absence of a valid maintenance agreement.

14.3 End of Support. QD will make reasonable efforts to provide reasonable advance notice (not less than twelve (12) months) of any planned end-of-support date for a specific Embedded Software version.

SECTION 15 — GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. This EULA shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and any conflict-of-laws rules that would require application of another jurisdiction's law.

15.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising from this EULA through senior management negotiation within thirty (30) days of written notice of a dispute.

15.3 Arbitration Option. If a dispute is not resolved through negotiation, either party may elect to have the dispute finally resolved by arbitration under the Rules of the German Institution of Arbitration (DIS), with the seat of arbitration in Munich, Germany. The arbitration shall be conducted in English. The arbitral tribunal shall consist of three (3) arbitrators. Alternatively, if neither party elects arbitration within forty-five (45) days of the failed negotiation, the exclusive jurisdiction of the courts of Munich, Germany shall apply.

SECTION 16 — GENERAL PROVISIONS

16.1 Entire Agreement. This EULA, together with the Order Documentation, constitutes the entire agreement between the parties with respect to the Embedded Software and supersedes all prior agreements, representations, or understandings relating thereto.16.2 Amendment. No amendment to this EULA shall be effective unless in writing and signed by authorized representatives of both parties.

16.3 Waiver. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on any other occasion.

16.4 Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.

16.5 Assignment. The Licensee may not assign or transfer this EULA or any rights hereunder without QD's prior written consent. QD may assign this EULA to an affiliate or successor entity in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in breach of this Section shall be void.

16.6 Force Majeure. Neither party shall be liable for delays or non-performance caused by events beyond its reasonable control, including acts of God, war, pandemic, government action, or supply chain disruptions, provided that the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.

16.7 Notices. All notices under this EULA shall be in writing and delivered by registered mail, express courier, or email (with confirmation of receipt) to the addresses set out in the Order Documentation or as updated by either party in writing.

16.8 Language. This EULA is executed in English. In the event of any conflict between an English version and any translation, the English version shall prevail.

SECTION 17 — THIRD-PARTY AND OPEN-SOURCE SOFTWARE COMPONENTS

17.1 General

The Embedded Software incorporates certain third-party and open-source software components ("Third-Party Components"). These Third-Party Components are not licensed under this Agreement but are subject to their own respective license terms, as set out in Schedule 1 to this Agreement.

17.2 Availability of License Texts

QD shall make available to the Licensee, upon written request, the full text of any open-source license applicable to the Third-Party Components. License texts for all components listed in Schedule 1 are also available within the Software's documentation directory or via QD's customer support portal.

217.3 Copyleft and Reciprocal License Obligations

The Licensee acknowledges that certain Third-Party Components are subject to copyleft or reciprocal license obligations.

17.4 No Additional Rights

Nothing in this Section 17 grants the Licensee any rights in the Third-Party Components beyond those strictly necessary for the Licensee's use of the Embedded Software under this Agreement and the applicable third-party license terms. The Licensee shall not exploit any open-source license rights (including rights to obtain source code or make modifications) in a manner that would undermine QD's Intellectual Property Rights in the Software as a whole.

17.5 Licensee’s Obligations Regarding Open-Source Compliance

The Licensee shall not redistribute, sublicense, or otherwise transfer the Embedded Software or any Third-Party Component in a manner that would trigger additional open-source license obligations (including GPL, LGPL, or MPL obligations) applicable to QD or any other party, without QD's prior written consent.

SCHEDULE 1 — THIRD-PARTY AND OPEN-SOURCE SOFTWARE COMPONENTS

The following Third-Party Components are incorporated in the Embedded Software as of the date of this Agreement. QD reserves the right to update this Schedule upon written notice to reflect changes in the Software's component composition. The Licensee may request an updated Schedule at any time.

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