License Terms for Axcite modules

1) SCOPE AND TYPE OF LICENSE

Bredana Axcite A/S (hereinafter referred to as Bredana) hereby grants the Licensee a non-transferable and non-exclusive right to use the Axcite modules developed and published by Bredana (hereinafter referred to as the Software) in accordance with a subscription agreement or separate agreement, and the associated digital documentation.

The license is solely for Licensee's own internal use in Licensee's business and gives Licensee the right to run one installation of the Software for use with Licensee's Microsoft Dynamics installations. Thus, the Licensee may not sublicense or give third parties access to use the Software. However, the Licensee is in all cases entitled to let a third-party handle operation, support, maintenance and development (to the extent that development is permitted for the Licensee) (outsourcing).

The license is a time-limited right to use the software on the terms set out in this license agreement, including access to the updates mentioned in section 7.

The subscription fee is paid monthly in advance of one month at a time and is calculated from the time of installation in the first environment (typically in the test environment) after the conclusion of this license agreement (hereinafter referred to as the subscription period). The right of use requires ongoing payment of the subscription fee until the due date.
The minimum binding period is 12 months.
The subscription license can be terminated by the licensee with 3 months' written notice. For Bredana, the notice period is 12 months until the end of a subscription period.
The subscription license is automatically renewed on an ongoing basis if termination pursuant to section 1.3.3 has not reached Bredana.
The subscription fee is indexed annually as of 1 May. If the increase in the subscription fee exceeds 3.5%, Bredana must send a written notice within 4 months before the adjustment takes effect.
Upon termination of the subscription license, the customer is obligated to uninstall the software immediately and at its own expense.

2) EXTENDING THE SCOPE OF THE LICENCE

If the licensee subsequently wishes to purchase additional modules, these terms and conditions also apply to such purchased modules.

3) COPYING AND INSTALLATION

Licensee may make the necessary copying in order to use the software, including installation on Licensee's equipment. In addition, the Licensee is entitled to copy the Software for backup and redundant operation. The Licensee is not entitled to make additional copies, and the above-mentioned permitted copies may not be transferred to third parties unless there is a transfer of the standard software with which the modules are integrated. Such transfer implies that the Licensee must immediately cease using the Software and immediately delete all installations and backup copies of the Software.

Renting the license does not include any assistance with the installation or setup of the software. Such assistance must be acquired through a separate agreement with Bredana. The same applies to training and support in the use of the software.

4) CHANGES AND ADAPTATIONS

Licensee is entitled to make in Licensee's copies the necessary changes and adaptations supported by the Software for the Software to be used for its purpose. Licensee may not decompile or reverse engineering the software, unless mandatory legal provisions allow Licensee to do so.

If Licensee or others make changes to the source code at Licensee's request, Bredana disclaims all liability for the Software, including errors and omissions and incompatibility with future updates.

5) LICENSEE'S CHOICE OF PRODUCT

The Software is a standard product that can be used "as is" and Bredana bears no responsibility for whether the Software meets Licensee's requirements and wishes, and it is thus solely Licensee's own responsibility to ensure that the Software meets Licensee's requirements. This does not apply if the software is sold as part of a cooperation agreement and following a needs analysis carried out by Bredana, and Bredana has subsequently proposed the software as part of the solution to the licensee.

6) RECTIFICATION OF DEFECTS AND DEFECTS

Licensee is encouraged to install and test the software immediately upon delivery. For a period of 90 days after delivery, Bredana guarantees to be able to redeliver the software if it proves impossible to install the software. However, this is no guarantee that the Software can be installed and run as intended, as the type and configuration of Licensee's equipment and third-party software may cause difficulties or make it impossible to install or run the Software satisfactorily.

Bredana also strives to remedy non-material errors and inexpediencies. However, such bug fixes will only be released in the form of future updates.

The right to use the Software is provided on an "as is" basis and does not include any warranties, warranties, remedies or remedies other than those described above. Thus, in addition to the above-mentioned powers, the Licensee may not make claims against Bredana due to defects and defects in the Software or because of Bredana not correcting such errors and defects, or that the running and performance of the Software are not free from interruptions or errors.

7) UPDATES

Bredana will strive to continuously develop the software, including correcting errors and inexpediencies, expanding existing functionality and adding new functionality. Further development and changes will be based on the standard version, and it will thus not be possible to consider any customer-specific adaptations and changes to the software made at the licensee's request. Such adaptations will need to be modified and tested in some cases in connection with new updates. This work can be requested from Bredana, and it is billed separately as consultancy services at the hourly rates in force at any given time.

If the Subscription License is in effect and in effect, Licensee is entitled to receive the above updates.
Since Bredana does not have the ability to exert influence over third-party software, Bredana cannot in any way guarantee that the software will always be compatible with new versions, releases, etc. of third-party software other than Microsoft Dynamics. Bredana is also not responsible for the licensee being able to fully exploit new functionality, etc., e.g. because of limitations in the scope of the license, cf. section 1, or because of the licensee's changes made to the software. Bredana will endeavor to update the software in line with the release of new versions, releases, etc. by Microsoft.

Licensee is advised to follow all Bredana's written and any verbal instructions and guidelines when implementing updates.

The licensee is recommended to sign an Application Lifecycle Management (ALM) agreement to handle the ongoing updates from both Microsoft and Bredana Axcite. This is not included in the subscription for the module itself.

8) INTELLECTUAL PROPERTY RIGHTS

Bredana owns all rights in the Software, including all copyrights, trademark rights, and other intellectual property rights. The Licensee may not break or attempt to break license codes, remove embedded barriers to functionality or associate additional users with what has been agreed. Any violation of Bredana's rights shall be deemed a material breach of this License Agreement.

9) INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES

Bredana guarantees that no third-party rights prevent the software from being lawfully used for its purpose in Denmark. However, Bredana does not guarantee that the software can be used outside Denmark, including that the software does not infringe foreign patent, design or trademark rights.

If a third party raises objections to the Licensee's use of the Software, it is the Licensee's responsibility to inform Bredana immediately. In the event of such notification, Bredana shall be obliged to take over the case and any expenses associated with it. Bredana has the right to take over the case at its own expense, including safeguarding its own interests during any legal proceedings, as well as to enter into settlements regarding the alleged violations.

In the event that a third party is successful in the claim of infringement in the form of a final judgment, Bredana is obliged, at its own expense and at its option, to either 1) obtain the continued right to use the software, 2) terminate the infringement by modifying the software, 3) replace the software with another product, which possesses substantially the same functions as the software, or 4) terminate this License Agreement and immediately refund the license fee paid by the Licensee and any maintenance fees the Licensee may have paid within the last 12 months. Upon termination of the License Agreement, the Licensee is obliged to uninstall the Software and delete all copies thereof. Apart from the above obligations, Bredana has no other obligations or liabilities, and the licensee cannot invoke any other remedies for breach of third-party rights, including claims of damages.

10) LIMITATION

BREDANA DISCLAIMS ANY LIABILITY FOR LICENSEE'S INDIRECT OR CONSEQUENTIAL LOSS, INCLUDING BUSINESS INTERRUPTION, LOSS OF ANTICIPATED EARNINGS, LOSS OF PROFIT, LOSS OF GOODWILL, LOSS/DAMAGE TO DATA, OR LOSS OF ANY OTHER TYPE OF BUSINESS INTERRUPTION OR FINANCIAL CONSEQUENTIAL DAMAGE, ARISING OUT OF THE USE OF THE SOFTWARE OR DEFECTIVE/INADEQUATE PERFORMANCE OF THE SOFTWARE OR THE PROVISION OF OTHER SERVICES UNDER THIS AGREEMENT.

IN NO EVENT MAY BREDANA'S TOTAL LIABILITY EXCEED AN AMOUNT CORRESPONDING TO THE SUBSCRIPTION FEE PAID BY THE LICENSEE OR THE LICENSE FEE AND UPDATE FEE WITHIN THE LAST 12 MONTHS FROM THE DATE OF THE INCEPTION OF THE CLAIM, HOWEVER, AT A MAXIMUM OF DKK 100,000.

The Licensee is always encouraged, prior to making changes to the Licensee's system or installing updates to the Software, to ensure that a full backup of the Software and all entered data has been made based on Bredana's instructions, instructions, etc..

11) FORCE MAJEURE

Bredana shall not be liable for any damage or loss suffered by the Licensee, directly or indirectly, because of Bredana being delayed or prevented from performing its obligations under this Agreement due to a force majeure situation. Force majeure situations include war, mobilization, terrorist attacks, natural disasters, strikes, lockouts, fires, floods and other water damage, import and export restrictions, virus attacks, power failures, failures/breakdowns in third party telecommunications and other unforeseen circumstances that Bredana could not have prevented by taking reasonable measures.

If a force majeure situation has lasted for more than 90 days, the Licensee is entitled to cancel any subscription license or update agreement entered into, and Bredana is then obligated to repay a proportionate share of the prepaid subscription fee no later than 30 days thereafter, cf. section 7, calculated from the date of cancellation until the end of the subscription period.

12) CONFERRING

The Licensee may not transfer any rights or obligations under this Agreement to a third party, except in situations resulting from a business transfer, merger or demerger, in which case the Licensee's right of use ceases at the same time.

Bredana is entitled to assign all rights and obligations under this Agreement to third parties.

13) DEFAULT

If the Licensee breaches the terms of this Agreement, including Bredana's rights, the Licensee will be liable for damages in accordance with the general rules of Danish law in this regard, and Bredana is entitled to terminate the Licensee's right of use and the subscription agreement, and the Licensee is no longer entitled to use the Software.
If the Licensee's breach consists solely of non-payment of the subscription fee, and the fee is not paid within 14 days of a written request to do so, Bredana may terminate the subscription license. Despite the termination, Bredana is entitled to receive subscription fees up to the time when the licensee could have terminated the subscription agreement, cf. section 1.3.

If Bredana materially breaches its obligations in accordance with the Subscription Agreement in clause 1.3, and Bredana has not remedied the breach within 30 days of written requests to this effect from the Licensee, the Licensee may terminate the Update Agreement or the Subscription Agreement and demand repayment of a proportionate share of the paid remuneration in relation to the remaining update or subscription period. In addition, the licensee cannot claim any form of financial compensation for the termination, and the licensee cannot demand repayment of the license fee.

14) APPLICABLE LAW AND JURISDICTION

Any dispute arising out of this License Agreement and the Licensee's use of the Software shall be brought before the Court of Kolding as the 1st instance. The dispute is settled by applying Danish law.

Bredana Axcite A/S

Kolding, 20 June 2023.