Pix4D_Government_Rider_OBWC_01.14.2025.pdf

Rider for Government Customer 1

PIX4D

STANDARD RIDER FOR GOVERNMENT CUSTOMERS

WHEREAS, Pix4D SA, a Swiss société anonyme (joint-stock company) (“Pix4D”) develops and offers for commercial license certain software products (the “Pix4D Software”) under the terms of a standard Software End-User License Agreement available online at https://www.pix4d.com/legal (collectively with any other terms incorporated by reference therein, the “EULA”); and

WHEREAS Bureau of Workers Compensation/State of Ohio, a U.S. state, county, municipality, or other political subdivision or agency or department thereof (“Customer”) desires to license the Pix4D Software but is subject to certain statutory or other legal or policy restrictions governing Customer’s adoption of commercial agreements, which restrictions are incompatible with certain provisions of the EULA;

NOW, THEREFORE, Pix4D and Customer hereby adopt this Standard Rider for Government Customers (this “Rider”) to govern Customer’s license of the Pix4D Software. The following provisions will control with respect to any license of the Pix4D Software granted to Customer on or after the later of the dates set forth on the signature page hereto (the “ Effective Date”) notwithstanding any contrary language in the EULA, any other written agreement or electronically posted terms concerning the Pix4D Software, or any order form or purchase order with respect to the Pix4D Software.

1. Audits. Pix4D shall have no audit or other contractual right to obtain or review Customer’s books and records with respect to Customer’s use of the Pix4D Software or other activities of Customer. For avoidance of doubt, Customer acknowledges that the Pix4D Software may transmit summary access and usage data to Pix4D’s servers for access-control, license-verification, billing, technical-support, and product-improvement purposes.

2. Indemnification. Customer shall not have any contractual obligation to indemnify or defend Pix4D or its affiliates or their respective officers, directors, agents, or employees.

3. Marketing. Pix4D may use Customer’s name and marks for marketing purposes only with the prior specific written consent of Customer, which consent may be revoked by Customer at any time.

4. Confidentiality. Pix4D acknowledges that Customer may be subject to certain open-records or similar laws and agrees that any disclosure by Customer of information obtained from Pix4D (including without limitation product documentation, marketing materials, and quotes and other documents containing pricing information), or of records created in connection with the business dealings between Pix4D and Customer, made upon good-faith belief that such disclosure is required by such laws shall not constitute a breach of any confidentiality, trade-secret, or non-disclosure obligation of Customer.

5. Applicable Version and Amendments. Any license of the Pix4D Software under the EULA shall be governed by the version of the EULA posted and in effect as of the Effective Date. No subsequent change to the EULA shall be binding on Customer without Customer’s duly executed written consent. The terms of this Rider may be amended only with the duly executed written consent of each of Pix4D and Customer.

Rider for Government Customer 2

6. Choice of Law and Dispute Resolution. The provisions of this Rider and the EULA, and Customer’s access to and use of the Pix4D Software, shall be governed, interpreted, and enforced according to the laws of the state of Customer’s domicile, without giving effect to conflict-of-laws principles. Any dispute between Pix4D and Customer arising out of or relating to this Rider, the EULA, or Customer’s access to and use of the Pix4D Software shall be adjudicated in the federal or state courts located in the federal judicial district or county in which Customer is domiciled. Any provision of the EULA or other agreement or terms governing Customer’s access to and use of the Pix4D Software that (a) purports to require a party to submit disputes to arbitration, or (b) shortens below the applicable statute of limitations the time period for a party to bring a lawsuit, claim, or other legal or equitable action, shall not apply and shall be without force or effect.

7. Ohio Specific Terms and Conditions.

(a) AMOUNT AND METHOD OF PAYMENT: The Customer, in consideration of the Supplier’s promise to perform in accordance with the terms of the Agreement, agrees and promises to pay the Supplier according to the following terms: Notwithstanding any other terms of the Agreement, total charges shall not exceed the amount of two thousand nine hundred ninety dollars ($2,990.00), unless additional sums are agreed to in writing. The Customer shall use its best efforts to pay the Supplier within thirty (30) days upon receipt of Supplier’s properly submitted invoice.

Failure to pay the Supplier promptly within thirty (30) days entitles the Supplier only to interest on the amount due and payable at the rate allowed by law in accordance with the provisions of Ohio Revised Code Section 126.30. Failure to promptly pay within thirty (30) days shall not be deemed to constitute default by the Customer.

(b) CONDITIONS PRECEDENT: It is expressly understood and agreed that approval of this

Agreement by the Office of Budget and Management and certification of the availability of funds sufficient to meet the obligation to be incurred hereunder, pursuant to Ohio Revised Code Section 126.07, shall be conditions precedent to the creation of any obligation under this contract.

It is further agreed that the approval for expenditure of funds pursuant to this Agreement shall be obtained from the

Ohio State Controlling Board, in the event the aggregate sum of this Agreement in conjunction with all monies disbursed and/or encumbered in this fiscal year pursuant to non-competitively bid contracts equals or exceeds $50,000.00, and is an express condition precedent to the creation of any obligation pursuant to this Agreement.

None of the duties or obligations in this Agreement are binding on the State, and the Supplier will not begin performance on this Agreement, until such conditions are satisfied and the Customer issues an official State of Ohio Purchase Order

(P.O.) and the P.O. is received by the Supplier.

State appropriations expire on June 30 of every odd -numbered year. The Customer's duty to make payments also expires on June 30 of every odd-numbered year. Continuation thereafter is conditioned upon Renewal to continue the contract into the next biennium budget period. All payment obligations of this Agreement are subject to appropr iation and, unless renewed, terminate at the end of the State of Ohio biennium budget period, to wit: the 30 th day of June of each odd-numbered year.

(c) APPLICABLE STATE LAW AND JURISDICTION: The terms and conditions contained herein shall be construed and interpreted in accordance with the laws of the State of Ohio. Any dispute arising from this Agreement shall be governed by the laws of the State of Ohio. The parties mutually agree to submit exclusively and irrevocably to the jurisdiction of Ohio Court of Claims in any dispute arising from this Agreement. Any damage claims are subject to the provisions of Ohio Revised Code Chapter 2743. The state does n ot agree to indemnification cancellation fees, attorney fees, prejudgment interest, or other collection costs and any contrary provisions are void.

Any terms or conditions prohibited by O.R.C. 9.27 are void ab initio and unenforceable.

(d) OHIO ELECTIONS LAW: Supplier hereby certifies that no applicable party listed in

Divisions (I), (J), (Y) and (Z) of O.R.C. Section 3517.13 has made contributions in excess of the limitations specified under Divisions (I), (J), (Y) and (Z) of O.R.C. Section 3517.13.

(e) CONFLICTS OF INTEREST AND ETHICS COMPLIANCE CERTIFICATION: Supplier affirms that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict, in any manner or degree, with the performance of services which are required to be performed under any resulting Contract.

Rider for Government Customer 3

In addition, Supplier affirms that a person who is or may become an agent of Supplier, not having such interest upon execution of this Contract shall likewise advise the Customer in the event it acquires such interest during the course of this Contract.

Supplier agrees to adhere to all ethics laws contained in Chapters 102 and 2921 of the Ohio Revised Code governing ethical behavior, understands that such provisions apply to persons doing or seeking to do business with the Customer, and agrees to act in accordance with the requirements of such provisions; and warrants that it has not paid and will not pay, has not given and will not give, any remuneration or thing of value directly or indirectly to the Customer or any of its board members, officers, employees, or agents, or any third party in any of the engagements of this Agreement or otherwise, including, but not limited to a finder’s fee, cash solicitation fee, or a fee for consulting, lobbying or otherwise.

(f) NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY: The Supplier will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Ohio Revised Code Section 125.111 and all related Executive Orders.

Before a contract can be awarded or renewed, for any amount of $5,000.00 or more, an Affirmative Action Program

Verification Form must be submitted to the Ohio Department of Development to comply with the Ohio affirmative action requirements. More information regarding the Affirmative Action Verification Form requirement for goods and services contracts can be found at the following web site:

https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices

The State encourages the Supplier to purchase goods and services from Minority Business Enterprise (MBE) and Encouraging Diversity, Growth and Equity (EDGE) vendors.

(g) PROHIBITION AGAINST PURCHASES FROM OR INVESTMENT IN RUSSIAN RUSSIAN

INSTITUTIONS AND COMPANIES:

No State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Supplier for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order 2022-02D is no longer effective.

(h) BOYCOTTING: Pursuant to Ohio Revised Code 9.76(B) Supplier warrants that Supplier is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the contract period.

(i) ORDER OF PRIORITIES: If any provisions of the Agreement conflict with any provisions of this Addendum, this Addendum shall control.

[Signature Page Follows] https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices

4 of 4 Signature page for Government Customer

The parties hereto have executed this Rider to be effective as of the Effective Date.

PIX4D:

PIX4D SA

Signature:

Name:

Title:

Date:

CUSTOMER: Bureau of Workers Compensation, State of Ohio

Signature:

Name:

Title:

Date:

Pix4D Government Rider_OBWC_01.14.2025 BWC Fraud