GOLDEN EDI™ SOFTWARE LICENSE AGREEMENT 1. AGREEMENT DOCUMENTS AND DEFINITIONS This Agreement consists of the following parts, which are all accepted by (electronic) signature of this Agreement by Licensee. • Golden EDI™ Software License Agreement • Appendix 1 – Description and specification of the services provided to Licensee • Appendix 2 – Fees and Service Level Agreement (SLA) • Appendix 3 – Data Processing Agreement In this Agreement: “Software” means the software Golden EDI™ (the Software) as stated in the description sheet, Appendix 1, and any by Licensor modified version of the Software. “Approved Partner” means a company or business that has been approved by the Licensor to retail and provide services concerning the Software. A list of Approved Partners at each time be found at www.goldenedi.com. ”VAN” means an operator that provides Value Added Network services, such as converting and transferring business transactions. A reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; A word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender; If a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; "Includes" in any form is not a word of limitation. 2. THE LICENSE The Licensee is hereby granted a single non-exclusive license to use the Software in a network for processing of data in the Licensee's ERP business system as further defined in Appendix 2. Copying the Software, in addition to what is allowed pursuant to mandatory legislation, may only take place in connection with installation. The parties hereby agree that the Licensee shall make one safety copy of the Software, which shall be kept in a safe manner in accordance with the safety provisions of this Agreement. This Agreement does not imply the passing of any intellectual property right or part of such right to the Licensee, except the right of use specified in the Agreement. 3. PAYMENTS The Licensee shall pay license fees according to what is set forth in Appendix 2. In the event of late payment, penalty interest shall be paid per annum at an interest rate which by 8 percentage units exceeds the reference rate under the Interest Act. The Licensor may change the license fees. The Licensor shall notify the Licensee in writing at least 4 months prior to each anniversary of this Agreement and the new license fees may become effective at the earliest after each anniversary. 4. INSTALLATION The Licensee shall use the Licensor or Approved Partner for installation of the Software. The Licensee shall pay the Licensor or the Licensor’s approved partner, as applicable, for the assist with the installation separately. 5. TAKE-OVER As soon as the Software has been installed, a take-over test shall be carried out under the supervision of the Licensor or Approved Partner and the test shall be documented. Besides the test results, note shall be made in the test report of any deviations and shortcomings in relation to the technical specifications. Once the Software in all material respects complies with the description, Appendix 1, the Licensor shall be deemed to have fulfilled its obligations and take-over shall occur as soon as the take-over test has been completed. If there are any deviations or shortcomings in relation to the technical specifications, the Licensor shall be given the opportunity to remedy them. If the Software fails to comply with the technical specifications in material respects more than 15 working days after the agreed date of take-over that has been agreed, the Licensee shall be temporarily released from its obligation to pay license fees until a successful take-over test has been performed. In the event that a successful take-over test has not been performed within two months from agreed date of take-over, then both parties have the right to rescind from this Agreement and the Licensee is entitled to have any payment to the Licensor pursuant to this Agreement refunded. The Software shall be returned under section 16 of this Agreement. The remedies set forth in the previous paragraph are the exclusive remedies in the event of Licensor’s delays. The Licensee shall not be entitled to use the Software until take-over has occurred. 6. DECOMPILING AND DISASSEMBLING The licensee may not decompile or disassemble the Software without the Licensor’s express consent, except in cases specifically stated by law. 7. MODIFICATIONS OF THE SOFTWARE The Licensee is not entitled to modify the Software without the prior written approval of the Licensor. Corrections of minor defects may however take place without such approval. The Licensor shall without delay be informed of such corrections of minor defects. Copyright and all other rights concerning modifications of the Software shall inure to the Licensor without any separate compensation. 8. MODIFICATIONS OF MARKING The Licensee may not modify or remove marking or information which is used on the license object to advice of any intellectual property right which is held by the Licensor or a third party. 9. SECRECY AND DATA SECURITY The parties agree not to reveal to third parties confidential information, which the parties obtains from each other or which arises during the use of the Software. Confidential information refers in this Agreement to any item of information – technical, commercial or of any other nature – regardless of whether or not such information has been documented, with the exception of: a) Information, which is generally known or which becomes a matter of general knowledge in a manner other than through the parties’ breach of the provisions of the Agreement; b) Information, which the parties can prove that they had possessed before they received it from each other; c) Information, which the parties received or will receive from a third party when the parties do not have a duty of secrecy to such party. In cases referred to by c), above, the parties are not however entitled to reveal to third parties that the same information has been received from the other party pursuant to this Agreement. The parties agree to ensure that their employees, consultants and board members do not disclose confidential information to third parties. Accordingly, the parties are under a duty to ensure that employees who can be expected to come into contact with information of a confidential nature are required to keep such information secret to the same extent that this Agreement requires the parties themselves to do so. 10. THE LICENSEE'S BREACH OF CONTRACT If the Licensee violates a provision of the Agreement, the Licensor shall, even without proof of intent or negligence, be entitled to damages for loss caused to the Licensor on account of the breach of contract. In the event of the Licensee's substantial breach of contract, the Licensor shall also be entitled to rescind the Agreement. The amount of damages is limited to four times the annual license fee. 11. INSOLVENCY OF A PARTY Each party is entitled to rescind the Agreement in the event that the other party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be assumed to have become insolvent. Regardless of whether or not the Agreement is rescinded, a party shall be compensated for any loss suffered as a result of the other party's insolvency. 12. WAIVER The Software provided to the Licensee pursuant to this Agreement shall be in accordance with the description, Appendix 1, by the date of take over pursuant to section 5. Nothing in this Agreement shall constitute a guarantee or a guaranteed functionality from the Licensor beyond said obligation. The Licensor warrants that at the time this Agreement the Licensor is not aware of rights of third parties which prevent the Licensor from the due performance of its obligations pursuant to this Agreement. Other than this limited warranty the Licensor hereby excludes and the Licensee waives any and all other warranties or representations. In particular, the Licensor does not warrant that the Software is fit for any general or particular purpose. Furthermore, the rights licensed hereunder shall not be understood as providing any assurance or warranty that the functions contained or described in the Software or elsewhere meet the requirements of the Licensee, or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Without prejudice to the generality of the foregoing, the Licensor’s cannot be held responsible if Licensor’s cloud computing facilities are interrupted. Also, the Licensee is exclusively responsible for providing appropriate Internet access. Furthermore, no warranties or representations are provided regarding the use or the results of the use of the Software in terms of correctness, accuracy, reliability, technical or economic success and interoperability or otherwise. 13. FORCE MAJEURE The Licensor is relieved from liability for a failure to perform an obligation under this contract if such failure is due to a circumstance of the type stated below (Relieving circumstance) and the circumstance prevents or makes substantially more difficult the timely performance of such obligation. A Relieving circumstance shall be deemed to include inter alia acts or omissions of authorities, new or amended legislation, leaving of personnel, illness or other reduction of work capacity, death, conflicts on the labour market, blockade, fire, flood, breakdown of telecommunications, loss or destruction of property or data of major significance or a major accident. If the Licensor wishes to claim relief pursuant to the above provisions, then he shall without unreasonable delay inform the Licensee thereof in order to be able to invoke such a claim! Notwithstanding the above, (with regard to relief from liability), the Licensor may under the stated circumstances rescind the Agreement if performance of a certain obligation has been delayed by more than 2 months. 14. LIMITATION ON LIABILITY In addition to that which is set forth in elsewhere in this Agreement, the Licensor's liability is always limited as follows: 1. The Licensor is not liable for indirect losses, such as lost profits, diminished production, costs of equipment and similar costs or losses. 2. The Licensor's obligation to pay damages or, in the absence of intent or gross negligence by the Licensor, limited to four times the annual license fee. 3. The Licensor is only liable for damages to the Licensee's property caused through the negligence of the Licensor or his personnel; the amount of damages is limited to four times the annual license fee. 4. The Licensor is not liable for the Licensee's loss of data. Regarding infringements of rights of third parties, the specific provision thereon shall apply. 15. TERMS This Agreement enters into force when it has been signed by both parties and may be terminated by either party 12 months thereafter by giving the other party at least 3 months written notice. If not timely terminated then either party may terminate the Agreement after each consecutive 12 months period by giving the other party at least 3 months prior written notice 16. CONSEQUENCES OF TERMINATION Upon termination of the Agreement, the Licensee shall at his own expense hand over to the Licensor copies of the Software as well as all documentation and other material concerning the Software which the Licensee possesses. The Licensee shall, in connection therewith, provide a written affirmation that the Licensee has ceased to use the Software and that all of the above-stated materials connected with the Software has been handed over to the Licensor. 17. ASSIGNMENT OF THE AGREEMENT OF THE SOFTWARE The Licensee may not in wholly or partly assign or pledge its rights and/or obligations under this Agreement to any third party without the prior written approval of the Licensor. The Licensee may not transfer or grant right of use to copies of the Software. 18. DISPUTES Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce for expedited arbitration procedure. The arbitration proceeding shall be conducted in the Swedish language and take place in Malmö, Sweden. This Agreement shall be governed by Swedish law. Notwithstanding the previous paragraphs, the Licensor shall always have the right to bring claims based on invoiced and unpaid license fee before Malmö District Court, Sweden.