END-USER LICENCE AGREEMENT FOR OPSAI.COM SERVICES The Agreement 1.1 Accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (“Entity”), You are agreeing to this Agreement for that Entity and representing to Cloudeon that You have the authority to bind such Entity to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services. 1.2 Definition of the Agreement. This agreement (“Agreement”), governs Your access to, and use of, the Site, services (“Services”) and software (“Software”) of Cloudeon A/S (“Cloudeon” or “We”) software OPSai ("OPSai"). This Agreement does not alter in any way the terms of any written agreement signed by You and Cloudeon. This Agreement, together with the Privacy Policy, Data processing agreement if any, Work orders if any, additional supplemental terms if any, constitute the complete and exclusive statement of the agreement between the parties with respect to the use of the Site and the Services. This agreement does not govern the use of any consultancy services provided by Cloudeon. 1.3 Right to change terms and conditions. Cloudeon reserves the right to change or modify this Agreement and any policy or guideline governing the scope of this Agreement at any time and in its sole discretion, upon thirty (30) days’ notice. If You do not accept such change of terms, Your option is to cancel Your subscription. 1.4 Additional applicable terms. We will notify You of additional applicable Terms, when such event occurs. Such event is usually when ordering Consulting services and/or if You are ordering an additional feature in OPSai software. 1.5 Registration, Authorization and Identification. You are required to register and follow all instruction on the OPSai.com website. If You are using this Software and any related Site, Services or Software on behalf of any entity, You represent and warrant that You are authorized to accept this Agreement on such entity's behalf and the term “You” shall refer to You personally and such entity. In any event You are only authorized to deploy OPS.ai or any related Services to related companies fully owned by Your mother-, sister- or daughter companies. You warrant and represent that any such information You provide is accurate, complete and updated. Failure to do so constitutes a breach to this Agreement and may result in a termination of Your account and/or access to the Services and the Software. You are responsible for maintaining the security and confidentiality of Your account password. You are also solely responsible for all activities that occur through Your User ID and password. You agree to immediately notify Cloudeon of any unauthorized use of Your User ID or password. Payment terms 2.1 Pricing and Payment. Pricing is available at OPSai.com. You agree to pay the amount listed by Cloudeon or its Reseller for the Service and licenses selected by You. During the Subscription Term, You have the limited right to access and use a Service consistent with the Payment Plan(s) that You subscribe to. 2.2 Payment form. If You are making payment by credit card, PayPal or other non-cash method, You authorize Cloudeon or its Reseller to bill Your account for the amount payable for the selected Services and licenses. You represent and warrant that all account information that You provide to Cloudeon for such purposes shall be true and correct. You must promptly inform Cloudeon or the responsible Reseller of any changes in Your credit card information. You may make changes to Your account information on Your User Profile webpage. 2.3 Changes in rates. In the event, Cloudeon or its Reseller chooses to change rates, it shall provide You with email notification of such increase at least thirty (30) days in advance and You may elect to terminate the Service prior to such increase becoming effective by contacting Cloudeon. 2.4 Sales taxes. Cloudeon and its Reseller (if any) reserve the right to collect certain taxes or other assessments from You in order to comply with local, state, Federal, or international laws and regulations, as required now or later imposed. If You claim exemption from any taxes, You shall provide Cloudeon or the responsible Reseller (if any) with documentation required by the taxing authority to support an exemption. Cloudeon shall not issue any refunds except within its sole discretion. The service provided to You 3.1 Availability of the Service. The Service rest upon the technical premises given at the OPSai.com website. You are responsible to meet these criteria. We will use commercially reasonable efforts to make the Services available to You uninterrupted except (i) during planned downtime, upgrades and maintenance, (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”). 3.2 Modifying OPSai and Services. You acknowledge that Cloudeon may modify the features and functionality of the OPSai and Services during Your Subscription Term. 3.3 Grant of End-user License. As part of the Service provided under this Agreement, Cloudeon will transmit downloadable Software to You. Such Software is specially configured for restricted use and is provided under the following terms: (i) Cloudeon hereby grants You the non-exclusive revocable non-assignable non-sublicensable right to load the Software onto and run such Software on one or multiple devices and/or networks owned and controlled by You for use on Microsoft Windows devices running on the requirements set forth on the OPSai.com website and to create output files whereby You may forward its information in encrypted form to Your account at the OPSai.com website. (ii) The Software is licensed, not sold. All rights not expressly granted herein are reserved by Cloudeon. (iii) You may not disclose, sell, transfer or convey the Software to any third party without Cloudeon prior written consent. (iv) All title and copyrights in and to the Software are owned by Cloudeon or its suppliers. You may print one copy of any documentation provided by Cloudeon. (v) You may not alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide others with the Software, in whole or in part. (vi) You may not export, ship, transmit or re-export the Software in violation of any applicable law or regulation, including, but not limited to, Export Administration Regulations issued by the U.S. Department of Commerce. (vii) You may not use the Services, to provide an outsourced Service of any kind or in any format. (viii) You may not access the Services if You are a direct competitor of Cloudeon or OPSai, except with Cloudeon prior written consent. You may not access the Services for any competitive purposes. 3.4 Trial Version. If You register for a free trial for any of the Services, Cloudeon will make such Services available to You on a trial basis free of charge until the earlier of (i) the end of the free trial period for which You registered to use the applicable Service(s), (ii) the start date of any subscription to such Service purchased by You for such Service(s), (iii) termination of the trial by Us in Our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. (iv) Any data entered into the Service, and any configurations or customizations made to a Service by or for You, during Your free trial will be permanently lost unless You purchase a subscription to the same service as covered by the trial. Confidentiality, Security and Privacy 4.1 You own Your data. You have full ownership to any data manually entered by You or collected about Your servers by OPSai and stored in Your account on OPSai.com. Your data is only stored online at Your account and is inaccessible to all other, except for clause 4.2. 4.2 Anonymous aggregated data. You can opt-out of Cloudeon use of anonymous aggregated data, based on Your use of the Service, by giving notice to Cloudeon. Any notice from You will have effect from receipt of Your notice. Any anonymous aggregated data based on Your usage, created prior to Your notice, cannot be identified to You and deleted. We never sell, rent, or lease Your data to any third party. You acknowledge and agree that Cloudeon and/or OPSai may obtain and aggregate technical and other data about Your use of the Services, specifically excluding any personally identifiable and/or Company identifiable data. Cloudeon and/or OPSai may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to generate industry bench-marks or best practices guidance, recommendations or similar reports for distribution to and consumption by Customer and other OPSai customers and prospects. 4.3 GDPR compliance & security. We will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data. Those safeguards will include, but not limited to, measures for preventing access, use, modification or disclosure of Your data, except to provide the Services and prevent or address service, support or technical problems or as compelled by law. To the extent Your data constitutes GDPR sensitive data, You and Cloudeon hereby agree that You shall be deemed to be the data controller and the relevant entity in Cloudeon and/or OPSai shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. Unless otherwise specifically agreed to by Cloudeon, Your data may be hosted by Cloudeon or their respective authorized third-party service providers in the United States, the EEA or other locations around the world. In providing the Services, Cloudeon will engage entities within Cloudeon and other authorized service providers, to process Your data, including and without limitation, any associated GDPR sensitive data pursuant to this Agreement within the EEA, the United States and in other countries and territories. Under no circumstances will any entity in Cloudeon be deemed as data controller with respect to Your Data under Applicable Data Protection Law or any relevant law or regulation of any Member State. As between the Parties, all Your data processed under the terms of this Agreement shall remain the property of You. Under no circumstances will We act, or be deemed to act, as a “controller” (or equivalent concept) of the Your data processed within the Service under any Applicable Data Protection Law. You agree that Cloudeon and the third-party service providers that are utilized by Cloudeon to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Data to the extent necessary to provide or improve the Services, including, without limitation, in response to Your support requests. Any third-party service providers utilized by Cloudeon will only be given access to Your Account and Data as is reasonably necessary to provide the Services and will be subject to (i) confidentiality obligations which are commercially reasonable and (ii) substantially compliant with the data transfer restrictions applicable to Your Data as set forth by applicable law. Whenever You interact with our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, and the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to the browser or device of Your End-Users allowing Us to recognize the End-User and their browser or device along with how Our Services are being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify Your End-Users personally. We receive and store any information that You knowingly provide to Us. For example, through the registration process for Our Services and/or through Your Account settings, We may collect Personal Data such as Your name, email address, phone number, credit card information and third-party account. Other clauses 5.1 Intellectual property right. Except for information gathered from You, the Site and Services, including, without limitation, Cloudeon and Cloudeon logos, OPSai and OPSai logos and all designs, text, graphics, images, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Materials") are the property of Cloudeon and its licensors and are protected by applicable Danish, EU, U.S. and international copyright laws. You are granted a limited, non-sublicensable license to access and use the Site and Services. Such license is subject to this Agreement and does not include or authorize: (i) any resale of the Site, Services, Materials, or any portion thereof; (ii) the distribution, public performance or public display of any Materials; ‘(iii) modifying or otherwise making any derivative uses of the Site, Services, Materials, or any portion thereof except that You may freely modify and make derivative uses of deliverables created for Your use by Cloudeon; (iv) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site or Services; (v) downloading (other than page caching) of any portion of the Site, Services or Materials or any information contained therein, except that You may freely download Your own information and deliverables created for Your use by Cloudeon; (vi) any attempt to gain unauthorized access to Cloudeon computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services; or (vii) use of any portion of the Site, Services or the Materials as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (viii) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any Cloudeon Services, software or any part thereof; (ix) accessing the Services or the software for the purpose of developing, or assisting in the development of, a competitive product or service; related to Copyright and Limited License Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. 5.2 Consent to receive notices from Cloudeon. As long as You maintain a subscription, You may not "opt out" of receiving account-related emails from Cloudeon or Your Reseller (if any). The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. You also agree, unless You opt out, to receive marketing emails related to the Services. 5.3 Confidentiality. Cloudeon shall not disclose any of the information You or any third party provide except to You, the party that provided the information and any third party designated by the information provider, except as may be required by law, regulation, judicial or administrative process. You grant Cloudeon the right to use anonymized aggregated information gathered from You and Cloudeon other customers to create normative anonymous aggregated data for purposes of providing additional services to its customers. This grant shall not authorize Cloudeon to provide third parties information from which Your information might be derived. The Services and the software are delivered to You on a confidential basis and You are responsible for employing reasonable measures to prevent the unauthorized disclosure or use thereof, which measures shall not be less than those measures employed by You in protecting Your own confidential information. 5.4 Indemnification. Cloudeon shall indemnify and hold You and Your personnel harmless from and against any and all claims made by and liabilities to third parties and related expenses (including reasonable attorneys’ fees) arising from Cloudeon breach of confidentiality, misappropriation or infringement of intellectual property. You agree to defend, indemnify and hold harmless Cloudeon, its Reseller, and their corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of Your breach of the terms of this Agreement, Your alleged breach of the rights of any third party and claims that information that You provide to Cloudeon or its Reseller is wrongfully possessed by Cloudeon or Reseller, including without limitation any actual or threatened suit, demand or claim arising therefrom. 5.5 Term and Termination. This agreement shall continue until such time as either party terminates. You may terminate without cause by requesting deactivation of the account. No refund of fees shall be made except in Cloudeon sole discretion. Cloudeon has the right to terminate the Services and Your right to use the Software without cause only by providing thirty days prior notice to the email account listed by You in Your account information. In such event, Cloudeon shall make a pro rata refund. In the event this Agreement is terminated, Cloudeon will make available to You a file of the data You submitted to the Service for download for a period of thirty (30) days after termination. You agree and acknowledge that neither Cloudeon nor its Resellers have any obligation to retain the information that you provide, and may delete same, thirty (30) days after termination. Cloudeon may immediately terminate this Agreement in the event You materially breach this Agreement. Any breach of Your payment obligations or unauthorized use Your account will be deemed a material breach of this Agreement. 5.6 Assignment. This Agreement may not be assigned by You without the prior written approval of Cloudeon but may be assigned without Your consent by Cloudeon onto (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. 5.7 Disclaimers. Disclaimers and acknowledgements regarding use of site information except as otherwise explicitly provided herein, the site, the software, the services and the materials are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. Cloudeon and its resellers disclaim all warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Neither Cloudeon nor its reseller represent or warrant that the site, software, services or materials, including the information available in or on the site or through the services are accurate, complete, reliable, current or error-free. While Cloudeon attempts to make Your access and use of the site and the services safe, Cloudeon and its resellers cannot and do not represent or warrant that the site and the services or its server(s), or any content or materials are free of viruses or other harmful components; therefore, You should use industry-recognized software to detect and neutralize viruses, spyware, malware, and other harmful or otherwise undesirable components from any download. 5.8 Limitation of liability. In no event shall Cloudeon or any of its corporate affiliates, independent contractors, resellers, service providers or consultants, or any of their respective directors, employees and agents, be liable for any special, indirect or consequential damages, including but not limited to, loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way related to or connected with any use of the site, the services, the software or the materials, including without limitation any damages, loss or injury caused by or resulting from reliance on any information obtained from Cloudeon or its reseller, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Cloudeon records, programs or services. The aggregate liability of Cloudeon and its resellers, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating in any manner to the use of the site, the services, the software or the materials shall not exceed any compensation You pay, if any, to Cloudeon or its reseller for access to or use of the site or the services. 5.9 Dispute resolution. Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief, any controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation will be resolved by binding arbitration before a single arbitrator in accordance with the Arbitration Rules of the Danish Court of Arbitration in Copenhagen. The parties agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class or representation action. Neither You nor Cloudeon shall be a member of a class, consolidated or representative action or proceeding. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this Agreement. 5.10 Application of law and Venue. This Agreement and Your use of the Site and the Services shall be governed by and construed in accordance with the laws of Denmark. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the Site and the Services or this Agreement shall be filed only in Copenhagen, Denmark. 5.11 Survival of provisions. If any of this Agreement should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable. 5.12 Feedback. You may choose to, or we may invite You to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting Feedback to Cloudeon or its Reseller, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Cloudeon or its Reseller under any fiduciary or other obligation, that Cloudeon is free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any additional compensation to You. You acknowledge that, by acceptance of Your submission, Cloudeon, does not waive any rights to use similar or related ideas previously known to Cloudeon, or developed by its employees, or obtained from sources other than You. 5.13 Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. 5.14 Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. -oOo-