License Agreement

These license terms (“Agreement”) are an agreement between VisionPeople Consulting A/S (hereinafter referred to as “VisionPeople” or “VP”) and you.

This Agreement applies to the above software and the media on which you may have received it.

It also applies to all VisionPeople

• updates
• Supplements
• Internet-based services; and
• support services.

to the above software, unless other terms apply to these services. If so, such accompanying terms shall apply. This Agreement supersedes the license terms incorporated into the Software.

By installing, installing, subscribing to, or using the Software, You agree to these Terms (including any changes made to them from time to time). If you do not agree to the Terms, you may not install, install, subscribe to, or use the Software.

If an individual enters into this Agreement on behalf of a company or other legal entity, that person declares that he or she has the authority to bind that entity to the Agreement.

Subscription Validation Notice: Servers on which the software is installed may periodically send information to verify that the software is properly licensed and that the validity period has not expired. This information includes customer subscription ID, product name, license serial number, product version number, and date of last use. Individual customer data will be stored for up to 270 days. The collected data can be used to evaluate the effectiveness of our validation functions, will also be stored and may be retained indefinitely. By using the Software, you agree to the transfer of the information described in this section.

If you comply with this Agreement, you have the following rights for each software license you acquire.

1. OVERVIEW.

a. Software. The software may contain:

server software

client software that can be installed on devices and/or used in conjunction with the server software

additional .Net and ERP components optionally with a separate license and

any updates or supplements to the Software.

b. Licensing: The software is licensed based on

the number of copies of the ERP solution that you install on your site or use on a hosted basis

the number of users or devices that have access to the solution; and

additional ERP components for which you are licensed.

c. License model. The software is licensed on the basis of two models:

• Unlimited License Model — With this Model, you have licensed the Software under the terms of the Unlimited License, as code is installed on your site or hosted by a third party acting as your agent (“Unlimited License Model”).

· Subscription Licensing Model — With this model, you have licensed the software on a per-user basis for a limited period of time. The Software is installed on your site or hosted by a third party on its own behalf or as your agent (“Subscription Licensed Model”).

o If your license expires or terminates, your right to use the Software will cease immediately. If you continue to use the Software thereafter, you may be held liable for intellectual property infringement, which may result in you being subject to significant claims for damages or legal action.

2. DEFINITIONS.

“Affiliate” means any legal entity owned directly or indirectly by, directly or indirectly owned by, or jointly owned directly or indirectly with a party to this Agreement.

“Business Process Outsourcing” means contracting a specific critical or non-critical business task, function or process with a third-party service provider where the services provided include direct or indirect access to the Software.

“CAL” means Client Access Licenses.

“Client Software” means the components of the Software that enable a Device to access or use the Server Software or use certain aspects of the Server Software.

“Device” means a single personal computer, workstation, terminal, handheld computer, pager, or other electronic device.

“ERP” means Enterprise Resource Planning.

“Product” means the product and software listed at the top of this License Agreement.

“User” means a named user who has access to functionalities of the server software, including setting up, managing and controlling any parameters or functional processor in the product.

“Internal business use” means the administration of your business, but not the business of a third party.

“Ownership” means more than 50% ownership.

“Partner” means the entity that has signed a partnership agreement with VisionPeople authorizing the Partner to market and distribute the Software.

“Server Software” means the components of the software that provides services or functionality on your server (those of your computers on which the server software can be run are called “servers”).

“You” means the legal entity that has accepted this Agreement, your affiliates and each of your and your associated companies' employees, subcontractors, agents and suppliers.

3. TERMS OF INSTALLATION AND USE.

a. Server software. They have to buy a server software license to use the server software. You may install an unlimited number of copies of the server software in order to access the product. However, you may only use the number of copies that your license key allows.

b. Client software. They may only use the client software with the product. You may install an unlimited number of copies of the client software in order to access the product. The client software may only be used by the number of licensed users that your license key allows.

c. Additional software components. If additional software components are available to you, you must acquire a separate license for each product if you wish to run an additional product component for multiple solutions.

d. Accompanying VisionPeople programs. The software may contain other VisionPeople programs. The license terms of these programs apply to your use of them. This Agreement does not grant you the right to use these programs.

4. TYPES OF USER LICENSES. The following user licenses are available

a. cal'er. They must acquire and assign a CAL to each entity or user who gains direct or indirect access to the product. They must use a CAL for each user who directly or indirectly accesses the product through a third party program.

b. “Concurrent Users” means licenses that allow any person to access the Product. The number of licensed concurrent users refers to the maximum number of people who may access the product simultaneously. Concurrent users can only be licensed under the unlimited license model.

c. “Named Users” are licenses that are specific to individual users and may not be shared with other individual users. You may permanently transfer your named user from one user to another. Named users can only be licensed under the subscription license model.

5. SPECIFIC TERMS OF THE MODEL WITH AN UNLIMITED LICENSE.

Your rights to use the Software are unlimited but may be revoked if you fail to comply with the terms of this Agreement.

In addition to the server software license, you must acquire licenses for the total number of users who have direct or indirect access to the product. User licenses are specific to the product and may not be used with or shared among other products.

6. SPECIFIC TERMS OF THE SUBSCRIPTION LICENSE MODEL.

In addition to the server software license, you must acquire licenses for the total number of users who have direct or indirect access to the product. User licenses are specific to the product and may not be used with or shared among others.

They may license named users or entities (if applicable).

They may license users or a device CAL (where applicable), depending on the level of access needed for the product.

Subscription Validation

o Servers on which the Software is installed will perform a validation of the Software from time to time. Validation confirms that the software is properly licensed. It also checks that no unauthorized changes have been made to the validation features of the software.

o The validation can be started by the software or VisionPeople. In order to enable validations, it may be necessary for the Software from time to time to download updates or additional downloads of the validation features of the Software. The updates or downloads are required for the proper functioning of the Software and can be transferred and installed without further notice to you. During or after a validation, the server may send information about the software, the computer, and the results of the validation to VisionPeople. This information includes customer subscription ID, product name, license serial number, product version number, and date of last use. VisionPeople will only use this information to verify licensing compliance. By using the software, you agree to the transfer of this information.

o If, after validation, the Software is found not to be properly licensed, VisionPeople or your partner may notify you that the Software is improperly licensed, and you may

§ receive reminders to acquire a properly licensed copy of
the software, or

§ have to follow the directions in the message in order to be licensed to
use the software.

Duration. The terms of your subscription licence are set out in your agreement with VisionPeople or your partner.

7. ADDITIONAL LICENSE REQUIREMENTS AND/OR TERMS OF USE

a. Transfer of CALs. They must

permanently transfer your unit CAL from one entity to another, provided that the new entity complies with the restrictions applicable to the specific type of CAL.

permanently transfer your user CAL from one user to another user or

temporarily transfer your device CAL to an alternate device while the first unit is out of service, or your user CAL to a temporary worker while the user is absent.

b. Multiplexing. Multiplexing (sometimes referred to as “pooling”) is a way of indirectly accessing hardware or software used for

interconnect connections

redirect information,

reduce the number of devices or users who directly access or use the Software; or

reduce the number of devices or users that the software directly controls.

Any multiplex connection must be properly licensed with a CAL.

c. Outsourcing of business processes. You may not use the software to outsource business processes to your clients or clients. However, you must make your CALs available to people who outsource business processes, who act on your behalf and provide services to your business.

d. Third-party hosting. You may have a third party host the Software on your behalf solely for your access and use. You may not allow your third-party hosting provider to provide access to the Software through non-affiliated third parties. Your third-party hosting provider must agree to be bound by the terms of this Agreement.

e. Licensing of templates. You may copy and use templates provided with the Software and identified for such use in documents and projects that you create. They may distribute these documents and projects for non-commercial purposes.

e. Usage restrictions on Microsoft components.

f. Your use of Microsoft software or other third party software in connection with the Product requires your separate acceptance of these Terms of Use and License.

g. Change Waiver. You may modify the software only if necessary to use it for your internal business purposes only if you have received it in source code form or you or a third party acting on your behalf has licensed tools from VisionPeople that enable you or the third party acting on your behalf to modify the object code form of the software. You agree that VisionPeople is not responsible for any issues arising out of changes made by you, a partner, or by a third party acting on your behalf, or for problems caused by third party hardware or software. VisionPeople is not obligated to, and will have no obligation, to provide technical or other support in connection with modifications to the Software made by you, a partner or any other third party. VisionPeople makes no representation, endorsement, warranty or assurance of the suitability of the Software to Your Company, Partner or any other third party's fitness to make changes or to implement the changes or the Software, or that any modification made, implemented, supported and/or serviced by, for or on behalf of You or a third party, will meet their business needs or function properly with the Software. VisionPeople or their affiliates are independent entities and VisionPeople is not responsible for or bound by any actions of such business partners.

h. Fictional Data. Uniform Resource Locators (URLs), addresses, personal names, companies, cities, states, and other elements reproduced and referenced in VisionPeople material are fictitious. They are given solely as examples and illustrations. Any real association or connection is accidental.

i. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interaction, software configuration and other factors. The software is neither fault-tolerant nor free from errors, conflicts or interruptions.

j. Notifications from third parties. The Software may contain third party material (i.e. code or documentation) that is included with the Product. Any communications to third party material are for your information only.

k. Additional functionality. VisionPeople may provide additional functionality to the software. Other license terms and tariffs may apply.

8. INTERNET-BASED SERVICES.

VisionPeople provides Internet-based services with the software. VisionPeople can change or cancel them at any time. This section does not apply to the Subscription Validation Terms above.

a. Consent for Internet-based services. Certain features of the software may connect to VisionPeople or third-party service providers' computer systems over the Internet. In some cases, you will not be notified separately when you connect. They can disable these features or fail to use them. By using these features, you agree to the transfer of this information.

b. Computer Information. Certain features of the software use Internet protocols that send computer information to the appropriate systems, e.g. Your internet protocol address, operating system type and browser, the name and version of the software you are using, and the language code of the device on which you have installed the software. VisionPeople uses this information to make the Internet-based service available to you. Some of these features include, but are not limited to:

Web Content Features. There are features in the software that can download related content from VisionPeople and make it available to you. In order to deliver the content, these features send VisionPeople information about the type of operating system you are using, the name of the software you are using and the version you are using, the browser type, and the language code of the device on which you installed the software. These features can be, for example, multimedia clips, templates, online learning, online support, and Appshelp. They can choose not to use these web content features.

c. Use of information. VisionPeople may use the device information, bug reports, and malware reports to improve our software and services. We may also share them with others, such as hardware and software retailers. They can use the information to improve the interaction between their products and VisionPeople software.

d. Misuse of Internet-based services. You may not use these services in a way that could damage the Services or limit the use of them by others. You may not use the Services to attempt to gain unauthorized access to the Services, data, accounts or networks in any way.

9. PRODUCT/LICENSE KEYS.

The software requires a key in order to run or for you to access it. You are responsible for the use of the keys assigned to you. They are not allowed to duplicate or share the keys with third parties.

10. BENCHMARK TESTS.

You must obtain written permission from VisionPeople before publishing the results of any benchmark testing of the Software to third parties.

11. THE SCOPE OF THE LICENSE.

The software is licensed and not sold. This Agreement gives you only certain rights to use the Software. VisionPeople reserves all other rights. Unless applicable law or a separately written contract with VisionPeople grants you additional rights, you are only entitled to use the Software in accordance with the express wording of this Agreement. By doing so, you must comply with all technical limitations of the software that allow you to use it only in certain ways. They may only use the software for internal business use.
They must not

work around the technical limitations of the software,

reverse engineer, decompile or disassemble the Software, unless and only to the extent that such actions are expressly and notwithstanding this limitation permitted by applicable law;

bypass the validation functions of the software;

make the software public so that others can copy it,

rent, lease or lend the software; or

use it for commercial software hosting services.

Your rights to use the Software may be revoked if you fail to comply with the terms of this Agreement. The rights to access the software do not grant you the right to implement VisionPeople patents or other VisionPeople intellectual property rights in software or devices accessing the server.

12. BACKUP.

They have the right to take an unlimited number of copies of the software for backups, development and testing, as long as the copies are not used in production and the development and testing is for internal use only. A third party may host the backups on your behalf as specified in Section 7.c.

I'm 13. RIGHTS FOR SECONDARY INSTANCES. RIGHTS FOR SECONDARY INSTANCES.

In addition to your use of the Software pursuant to Section 3 above, you may run a single, passive fail-over of the Product which will only be used or accessed only for temporary support while the primary solution is unavailable.

14. TRANSFER OF LICENSE.

You may not transfer the Software to a third party without VisionPeople's prior written permission. If permission is granted, additional costs may be incurred for the transfer of the Software to a third party.

I'm 15. DOCUMENTATION.

Any person who has valid access to your computer or internal network may copy and use the documentation for your internal reference purposes.

He's 17. DOWNGRADING.

You are not entitled to use earlier versions of the Software under this License, and VisionPeople is under no obligation to provide you with earlier versions.

He's 18. EXPORT RESTRICTIONS.

The software is subject to Danish law. They must comply with all Danish and international export laws and statutes that apply to the software. The legislation includes restrictions on destinations, end users and final use.

I'm 19. SUPPORT SERVICES.

VisionPeople provides support for the software by separate agreement.

I'm 20. LOCALIZATION AND TRANSLATION.

VisionPeople provides localization and translation of the software in Danish.

I'm 21. THE WHOLE DEAL.

This Agreement (including the provision below) and the terms of supplements, updates, Internet-based services, and support services that you use constitute the complete agreement for the Software and Support Services.

He's 22. CURRENT LEGISLATION.

a. United States. If you acquired the Software in the United States, this Agreement is governed by the laws of the State of Washington, which apply to breach of the Agreement notwithstanding the principles of conflict of laws. The laws of the state in which you reside apply to all other legal claims, including claims under state consumer protection laws, unfair competition laws, and for out-of-contract damages.

b. Denmark. If you acquired the software in Denmark, the laws of Denmark apply.

c. Attorneys' fees and costs. If you or VisionPeople litigate, bring a lawsuit, or otherwise make a claim against the other party in connection with or as a result of this Agreement or the Software, the winning party will be entitled to reasonable reimbursement of attorneys' fees, costs and other expenses (including any appeal).

He's 23. LEGAL EFFECT.

This Agreement describes certain legal rights. They may have other rights under Danish law. You may also have rights in relation to the party from whom you acquired the software. This Agreement does not change your rights under Danish law if Danish law does not allow it.

He's 24. DEFENSE IN THE EVENT OF INFRINGEMENT ALLEGATIONS AND ALLEGATIONS OF MISAPPROPRIATION.

VisionPeople will defend you against legal claims made by an independent third party that the software infringes that third party's patent, copyright or trademark rights, or that trade secrets have been misappropriated, and will pay any amount pursuant to a final court decision (or settlement to which VisionPeople has entered).

They must immediately notify us in writing of the claim and give us unrestricted control over the defence thereof or the conclusion of a settlement thereon. They are obliged to provide us with reasonable assistance in dealing with the claim. The terms “misappropriation” and “trade secret” are used as specified in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which cases “misappropriation” means intentional and improper use, and “trade secret” means “hidden information” as specified in Article 39.2 of the TRIPS Agreement.

Our obligations shall not apply to the extent that the claim or an unfavorable final court decision results from (i) your use of the Software after we have asked you to cease as a result of such claim; (ii) Your combination of the Software with products (hardware, software or services), data or business procedures other than VisionPeople, including add-ons or third-party applications; (iii) loss resulting from use of products, data or business procedures that are not of VisionPeople; (iv) their modification; or modification of the Software, including any modifications by third parties (v) Your distribution or use of the Software to third parties for the benefit of third parties, (vi) Your use of the VisionPeople trademark (s) without express written consent, or (vii) any claim relating to misappropriation of trade secrets in which You have acquired the Trade Secrets (a) wrongfully legal basis, (b) in circumstances where you continue to have a duty to maintain confidentiality or restrict its use, or (c) from a person (except VisionPeople or one of VisionPeople's affiliates) who were obligated to the party making the claim to maintain confidentiality or limit the use of the trade secret. They must reimburse us for any costs or damages that may arise as a result of such actions.

If VisionPeople receives notice of a claim regarding claims of infringement and allegations of misappropriation relating to the Software, VisionPeople is entitled but not obligated to, at its own expense, either (i) provide you with the right to continue running the Software, or (ii) to modify or replace the Software with something functionally equivalent in order to render it non-infringing, in which case You are required to immediately: cease to run the software. If, as a result of a claim relating to claims of infringement and misappropriation, your use of the Software is challenged by a court of competent jurisdiction, VisionPeople will, at its option, obtain access to continue its use, replace the Software or Patch with something functionally equivalent, modify the Software or Patch so that it is no longer infringing, or refund any payments made and terminate this License.

If any other claim by a third party is brought against you concerning VisionPeople's intellectual property rights, you must immediately notify us in writing. VisionPeople may, at its sole discretion, decide to include these requirements in this section. This section sets out your sole powers in the event of claims triggered by infringement of third parties' copyright, patent or trademark rights, and misappropriation of trade secrets.

I'm 25. LIMITATION AND WAIVER OF DAMAGES.

You can obtain from VisionPeople and VisionPeople's suppliers compensation for direct losses only up to the amount you paid for. They cannot recover other claims for compensation, including for consequential damages, lost profits, special, indirect or incidental damages.

This restriction applies in

• Any relationship relating to: (i) the Software, (ii) Services, (iii) content (including code) on any third party's websites, or (iv) third party materials; and

• Claims for breach of contract, breach of warranty, failure to comply with conditions, objective liability, negligence, loss of data, damage to data, loss of goodwill, loss due to disruption of operations or other claims for damages outside the contractual relationship in accordance with applicable law.

This is also true even though

• repair, replacement, or a refund for the Software does not fully compensate You for any losses or

• VisionPeople had or should have been aware of the risk of the losses.

Some states do not allow the waiver or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. They may also not apply to you because in your country the exclusion or limitation of incidental, consequential or other damages is not permitted.

I'm 26. VERIFICATION.

a. Right to verification. You are required to keep records (including purchase receipt) of the Software you use under this Agreement. VisionPeople has the right, at VisionPeople's own expense, to verify compliance with this Agreement. They are obliged to provide reasonable assistance in the event of an audit on compliance with the agreement.

b. Verification process and limitations. To conduct the verification, VisionPeople will assume an independent auditor from an internationally recognized public accounting firm, who will be subject to an obligation of confidentiality. Verification shall be carried out no earlier than 30 days after notification thereof, within normal working hours and in such a way as not to unduly interfere with your normal activities. Verification shall be carried out no earlier than 30 days after notification thereof, within normal working hours and in such a way as not to unduly interfere with your normal activities. Alternatively, VisionPeople may require you to complete the VisionPeople self-check questionnaire about the software you use under this Agreement, but reserves the right to use a verification process as set out above.

c. Frequency of verification. If VisionPeople performs verification and does not find significant, unlicensed use (license deficiency of 5% or greater), then VisionPeople will not conduct a further verification of the same device for at least one year.

d. Use of the results. VisionPeople and VisionPeoples auditors will only use the information obtained in the verification to enforce VisionPeople's rights and to determine your compliance with the terms of this Agreement. By invoking the above rights and procedures, VisionPeople does not waive the right to enforce this Agreement or protect its intellectual property rights in any other manner permitted by applicable law.

e. Powers in case of non-compliance. If verification or self-checking reveals unlicensed use, you must immediately order a sufficient number of licenses to cover your use. If significant unlicensed use is found, you must reimburse VisionPeople for VisionPeople for the cost of the verification and purchase the necessary additional licenses as single-user licenses within 30 days.

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LIMITED WARRANTY

A. LIMITED WARRANTY.

If you follow the instructions, the Software will perform substantially as described in the VisionPeople material you receive in or with the Software.

References to “limited warranty” are references to VisionPeoples' express warranty. This warranty is granted in addition to any other rights and default powers you may have under the law, including your rights and powers of default in accordance with the statutory warranties under local consumer law.

B. THE TERMS OF THE WARRANTY, THE GUARANTOR AND THE DURATION OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after it is purchased by the first user. If you receive supplements, updates or replacement software during this year, you will be covered for the remaining warranty period or at least 30 days.

If the first user transfers the software, the remaining warranty period will apply to the recipient.

To the extent permitted by applicable law, all implied warranties, warranties or conditions will only apply for the limited warranty period. Certain states do not allow any limitations on the duration of an implied warranty, so these limitations may not apply to you. They may not apply to you either, as some countries do not allow limitations on the duration of an implied warranty or term.

C. EXCLUSIONS FROM WARRANTY.

This warranty does not cover problems arising from your actions (or inactions), the actions of others, or events that are reasonably beyond VisionPeople's control

D. REMEDIATION IN THE EVENT OF A BREACH OF WARRANTY.

VisionPeople will repair or replace the Software free of charge. If VisionPeople is unable to repair or replace it, VisionPeople will refund the amount stated on your receipt for the software. VisionPeople also repairs or replaces supplements, updates and replacement software free of charge. If VisionPeople is unable to repair or replace them, VisionPeople will refund the amount you may have paid for them. They must uninstall the software and return any media and other associated materials to VisionPeople along with the receipt for a refund. These are your only remedies in the event of a breach of the Limited Warranty

E. CONSUMER RIGHTS ARE NOT AFFECTED.

They may have additional consumer rights under applicable local laws, which this Agreement cannot change.

F. CONDITIONS FOR THE GUARANTEE.

They must present a receipt to get warranty service. If you would like warranty service or software refund information, please contact VisionPeople at: www.visionpeople.com

G. NO OTHER WARRANTIES.

The Limited Warranty is VisionPeople's only direct warranty. VisionPeople makes no other express warranties, warranties or conditions. To the extent permitted by Danish law, VisionPeople makes no implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. If Danish law grants you implied warranties, warranties or conditions, notwithstanding this exclusion, your options for redress are described in the section “Remediation for breach of warranty” above, to the extent that the remedy is permitted under Danish law.

H. LIMITATION AND EXCLUSION OF COMPENSATION FOR BREACH OF WARRANTY.

The above limitation and exclusion of indemnification clause applies to breach of this limited warranty.

This limited warranty gives you certain legal rights and you may have other rights under Danish law.

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