TERMS OF USE EJBCA AZURE MARKETPLACE EDITION These terms and conditions shall apply to all offers and Agreements under which C2, a PrimeKey company (“PrimeKey”) supplies Software (as defined below) to the Customer sold through the Microsoft Azure Marketplace (“AZURE Marketplace”). No deviations from these License Conditions shall be valid unless expressly agreed in writing. In no event shall any other terms or conditions set forth on a purchase order submitted by Customer be binding on PrimeKey. Definitions Unless the context or circumstances clearly indicate otherwise, the following words and phrases shall have the meanings specified below: Agreement: This agreement, including appendices, entered into between the parties regarding the terms of use of the Software. Software means the AZURE Marketplace Edition of EJBCA. The Software is delivered to Customer via a virtual server stack deployed in the AZURE Marketplace cloud services and includes the software programs necessary to use the Software and its functions. The definition of the Software 1. License a) License Grant Subject to PrimeKey´s terms of use PrimeKey grants to Customer a non-exclusive, non-transferable, time limited right to use the Software in the object code form for internal purposes delivered as a service from the AZURE Marketplace cloud services. The Software may not be deployed or used as a part of a service provided to third parties or otherwise in service bureau use. The Software is provided to Customer as a service via the AZURE Marketplace only and is at all times subject to timely and full payments of the relevant fees to AZURE. AZURE is empowered to receive payments for the usage rights of the Software. In the event that Customer does not make payments in time, the license to the Software will cease. b) Restrictions Customer agrees that Customer shall not: (a) modify, reverse engineer or decompile, disassemble or otherwise translate the Software or alter or make derivative works thereof, unless permitted according to mandatory law; (b) remove any of PrimeKey´s proprietary notices or legends, including any PrimeKey Trademark contained in or on the Software or the documentation, without the specific prior written consent of PrimeKey; (c) make any copies of the Software or the documentation; (d) sublicense, assign or otherwise transfer its rights under this Article 1; or (e) use the Software outside of the AZURE Marketplace cloud service. 2. The Software The Software shall be the standard PrimeKey EJBCA AZURE Marketplace Edition. PrimeKey shall have no obligation to create special or customized versions of any such product, or to ensure that the Software operate with Customer’s equipment, software, or systems. PrimeKey reserves the right, without prior approval from or notice to Customer, to make changes to the Software from time to time that: (i) meet published specifications; (ii) do not materially adversely affect the performance of the Software; or when so required for purposes of security. PrimeKey also reserves the right to make changes to any of its other products without any obligation to make the same changes to Software previously ordered by or sold to Customer. 3. Fees and Payment Terms a) Fees The fees for the Software service delivered to the Customer are either variable according to usage (“Variable Pricing”) or fixed for a certain term (“Fixed Pricing”). The fees are charged as set out on the AZURE Marketplace and will be charged by the AZURE Marketplace. Customer shall be responsible for any taxes (including income, stamp and turnover or value added taxes, withholding taxes), duties, fees, charges or assessments of any nature appropriately levied by any governmental authority against the Software used by the Customer in connection with the sale or use of the Software. If PrimeKey is required to pay any such taxes levies and/or fines, penalties or assessments as a result of Customer’s failure to comply with any applicable lAzure or regulations governing payment of such levies or as a result of Customer’s failure to comply with any term herein, the amount of any payments so made, plus the expense of currency conversion, shall be promptly reimbursed by Customer to PrimeKey or AZURE Marketplace as the case may be. If Customer is required to pay any withholding tax on the use of the Software, of any payments due to PrimeKey hereunder, Customer agrees to gross up payments actually made such that PrimeKey and/or the AZURE Marketplace, as the case may be, shall receive sums due hereunder in full and free of any deduction for any such withholding tax. b) Payment terms All fees for the usage of the Software will be charged by the AZURE Marketplace by way of the available means of payment published from time to time by the AZURE Marketplace. Customer shall make all payments due to the AZURE Marketplace WITHOUT ANY OFFSET OR DEDUCTION WHATSOEVER. Any invoiced amount which is not paid when due shall bear a late fee at the rates published by the AZURE Marketplace from time to time. If Customer fails to pay fees as and when they falls due, then PrimeKey reserves the right after a written notice to the Customer to suspend the provision of the Software via the AZURE Marketplace and/or provision of additional services until Customer has paid its due fees in full. 4. Delivery PrimeKey will deliver the Software in a virtual server set up on the AZURE Marketplace. 5. Support and Maintenance a) The Software is provided with either Standard Support SLA or Premium Support SLA. The specifications for each of the support packages are set forth and described in the AZURE Marketplace. Support will be provided when the evaluation period, as set forth in the AZURE Marketplace, has ended. Support during the evaluation period will be provided at Primekey’s discretion. The evaluation period is, unless otherwise agreed, fifteen (15) days from the order at the AZURE Marketplace. b) Updates (including upgrades, changes or general feature updates) are provided by setting up a new virtual instance of the Software. For Customers using Variable Pricing, this will not affect current fees (except for possible startup costs charged by AZURE Marketplace). For Customers using Fixed Pricing, updates will only be available when the fixed term has expired or by way of a user installable upgrade which will be available for download for registered Fixed Term Customers upon request. 6. Intellectual Property Rights a) Rights All rights, title, ownership and interest in and to Software and derivative works thereof but not limited to, all intellectual property rights therein, are and shall remain the property of PrimeKey and/or its licensors except the rights expressly contained herein. The same shall apply to any updates to the Software. b) Trademarks Customer shall not alter or remove from the Software (or documentation), or alter, any of PrimeKey´s or its suppliers’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Software (or or documentation). 7. Software - “As Is” a) The Software is provided “as-is” without any warranties, implied or expressed, of any kind. In the event that the Customer acquires the Software in a package that includes support, PrimeKey will make available support as further described in the support description published on AZURE Marketplace. Customers sole right and PrimeKey’s sole remedy in the event of actual or perceived errors or defects in the Software shall be redelivery of the Software in a new virtual server instance. In such case, PrimeKey will make available scripts and functions for the export and the import of data to the new virtual server instance. b) PrimeKey makes no particular warranty with regards to availability and uptime. Customer acknowledges and accepts that there may be disruptions of service or periods of unavailability which will be outside of the control of PrimeKey and totally dependable on the uptime and availability of the AZURE Marketplace. c) PrimeKey makes no warranty regarding the Software, expressed or implied, including but not limited to any implied warranties of merchantability and fitness for particular purpose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO CASE WILL PRIMEKEY BE OBLIGED TO COMPENSATE THE CUSTOMER FOR DAMAGE, BE IT DIRECT OR INDIRECT, CAUSED BY MALFUNCTIONS OF THE SOFTWARE OR THE CUSTOMER´S USE OF IT, NOR IS PRIMEKEY RESPONSIBLE FOR DAMAGE WHICH MAY OCCUR AS A CONSEQUENCE OF THE CUSTOMER'S USE OF THE SOFTWARE SUCH AS LOSS OF DATA, SALES, PRODUCTION OR PROFITS OR ANY DAMAGE TO A THIRD PARTY. 8. Infringement a) PrimeKey undertakes to defend, at its own expense, the Customer against any claim, suit or proceeding brought against any of them based on the allegation that the use of any Software within EU or United States furnished by PrimeKey under the Agreement constitutes an infringement of any intellectual property rights or applications thereof or an unauthorized use of know-how, trade secrets or other proprietary rights. PrimeKey shall furthermore indemnify the Customer against any costs or damages that the Customer may become liable to pay as a result of a judgment or settlement. The obligation of PrimeKey only applies if the Customer has notified PrimeKey without undue delay in writing of such claim, suit or proceeding and PrimeKey given authority, information, and assistance to settle the claim or control the defense of any suit or proceeding. b) In the event that the Software or any part thereof is in such suit held to constitute an infringement and/or its further use is enjoined within EU or United States, PrimeKey shall promptly, at its own expense and at its option, and to the extent it is commercial reasonable either: (a) replace the infringing Software with non-infringing software programs and documentation of equivalent function and performance; or (b) modify the Software so that they become non-infringing without detracting from function or performance. If it is not commercial reasonable for PrimeKey to fulfil its obligations pursuant to the above within a reasonable time, the Customer shall be entitled to a reduction of the price corresponding to the reduced value of the Software resulting from the infringement but not for longer period than five years from its delivery date. c) PrimeKey´s liability for infringements of the Software does not cover any third party software or infringements caused by Customer. PrimeKey’s entire liability for infringements is limited to what is set forth in this section 7. 9. Limitations of Liability and Exclusions of Damages a) Notwithstanding anything herein to the contrary, PrimeKey shall not be liable to Customer, or to any third party claiming through Customer, for the failure of performance of any obligation of PrimeKey except as specifically set forth herein, or otherwise agreed to in writing. b) PRIMEKEY´S AGGREGATE LIABILITY ARISING OUT OF THE SALE/LICENSE OF A SOFTWARE TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE), SHALL NOT EXCEED 50 % OF THE PRICE FOR THAT SOFTWARE PAID BY AZURE MARKETPLACE TO PRIMEKEY. c) IN NO EVENT SHALL PRIMEKEY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF ANTICIPATED PROFITS, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OF THE SOFTWARE OR OF ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT OR THE SOFTWARE. d) Any failures to perform any obligation under this Agreement or any applicable purchase order except payment of monies due, shall be excused if such failure is caused by acts of God, acts of public authorities, wars or war measures, fires, casualties, labor difficulties or strikes, shortages of material or fuel, failure or delays of suppliers or carriers, shortages of transportation, problem with any network (including telecommunications) other than that under PrimeKey´s control, denial of service attack, or any causes beyond the failing party’s control. PrimeKey shall not be liable for any claims of third parties relating to the Software. e) The limitations of liability contained herein are a fundamental part of the bargain, and Customer acknowledges that PrimeKey would not sell Software absent these limitations. 10. Audit At PrimeKey´s request Customer shall at least annually provide a signed certification verifying that the Software is being used pursuant to the provisions of the Agreement. In addition, PrimeKey shall be entitled to periodically audit the Customer’s use of the Software and the number of instances used by the Customer to ensure that Customer is using the Software in accordance with the provisions of the Agreement. If an audit reveals that a Customer has used or permitted the use of the software in excess of the amount of licenses purchased, PrimeKey shall obtain payment from the Customer for the excessive use. 11. Secrecy a) During a period of three years from the actual delivery date, neither party may, without the approval of the other party, use or otherwise divulge to a third party information concerning the internal affairs of the other party which may be regarded as a business or professional secret or information which, according to law, is covered by a duty of confidentiality. Unless otherwise follows from law, information that a party specifies as confidential shall always be regarded as a business or professional secret. The duty of confidentiality does not extend to information which a party can show has become known to the party otherwise than in connection with the execution or performance of the Agreement, or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to disclose such information by law, court or government order or binding stock exchange regulations. Customer further undertakes without limitation in time to keep the Software and any and documentation and other information related to the Software strictly confidential, and not to disclose the Software to any third party, without the prior written consent of Licensor. b) A party shall, through confidentiality undertakings with personnel or other appropriate measures, ensure compliance with the above duty of confidentiality. A party shall also ensure that retained subcontractors and their employees sign corresponding confidentiality undertaking. 12. Applicable Law, Disputes a) This Agreement shall be governed by and construed in accordance with the lAzure of Sweden, without regard to its conflict of law principles. b) Disputes arising out of or relating to the Agreement shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce applicable at the time arbitration is called for. The arbitration proceedings shall be held in Stockholm, Sweden. Unless both Parties are domiciled in Sweden, the arbitration proceedings shall be conducted in English 13. EXPORT – COMPLIANCE WITH LAW Customer shall comply with all applicable lAzure, including export controls imposed by any relevant governmental entity. Without limiting the generality of the foregoing, Customer agrees that it shall not export or re-export any PrimeKey Software to any country without first obtaining all necessary and required licenses, consents and approvals. Customer acknowledges that shipments of the PrimeKey Software may be subject to export lAzure and that such lAzure could delay or preclude delivery of PrimeKey Software in the future. Customer shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to the conduct of its activities hereunder. 14. General Provisions a) The Agreement, including the schedules and exhibits hereto, sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto. b) For purposes of the Agreement, the term “written” means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format. c) No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by both PrimeKey and Customer. The failure of either PrimeKey or Customer at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. d) All notices to be given in connection with this Agreement shall be effective upon receipt, shall be made in writing and shall be sufficiently given if personally delivered or if sent by facsimile transmission, e-mail, courier or other express mail service, postage prepaid, addressed to the party entitled or required to receive such notice at the address for such party set forth below. Either party may by such notice to the other change such address. e) The Agreement shall be binding upon, and inure to the benefit of, PrimeKey and Customer and their respective legal representatives, successors and permitted assignees. The parties shall not assign, sublicense or otherwise transfer any of its duties, hereunder, in whole or in part, without the prior written consent of the other Party. f) In the event that any provisions contained in this Agreement or any part thereof shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, the remainder of this Agreement shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision which most closely approximates the intent and economic effect of the invalid provision. g) The headings appearing at the beginning of the sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.