SAGlobal Iceland SOFTWARE LICENSE TERM FOR SOFTWARE PRODUCTS: AXTEND Credit

These license terms are an agreement (Agreement) between AXTEND Dynamics/SAGlobal Iceland and you. It applies to the software named above. This agreement also applies to any AXTEND updates, supplements, support services for the software, unless other terms accompany those items. If so, those terms apply. By installing, having installed, attempting to install, or using the software, you accept this agreement. If you do not accept this agreement, you may not install, have installed, attempt to install, or use the software. If you comply with this agreement, you have the rights below. The software is a Dynamics 365 for Operations ADD-ON extending functionality of standard Dynamics 365 for Operations.

1. DEFINITIONS. The definitions of certain terms used in this agreement are set forth below.

• Affiliate: Means any legal entity that owns, is owned by, or that is under common ownership with a party.
• Business process outsourcing: Means the contracting of a specific critical or non-critical business task, function, or process to a third-party service provider, where the services provided include direct or indirect access to the software.
• Internal business purpose: Means managing your business, but not that of an independent third party.
• Own: Means more than 50% ownership.
• Partner: Means the entity that has signed a AXTEND Dynamics VAR partner agreement authorizing it to market and distribute copies of the software. As used in this agreement or related documents, references to (Partner) refer solely to marketing relationships and do not refer to or imply a legal partnership.
• Production environment: Means any environment where you are running an instance of the software to conduct activities for your internal business purpose. It does not include any environment where you are running an instance of the software to develop, test, debug, or perform non-production activities with the software or programs for the software.
• Third-party user: Means any user that is not your employee, contractor, customer, or agent.
• You: Means the legal entity that has entered into this agreement with AXTEND Dynamics, and that entity’s affiliates.

2. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT, the accompanying printed or digital materials, and any copies of the SOFTWARE PRODUCT are owned by AXTEND Dynamics. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material.

3. LICENSING REQUIREMENTS AND/OR USE RIGHTS. Your rights to use the software are subject to the following terms and conditions:

A. Extensible Code. The software may include code, text, or image files that you are permitted to modify (Modifiable Code) and use only for your internal business purposes if you comply with the terms below.

I. Right to Use and Modify. The following Modifiable Code is included in the software:

• Model Files. You may copy the model files, modify copies of the model files, and incorporate copies of the modified version of those model files only in the software or in programs that you develop for the software.
• Icons. You may copy the icons and incorporate copies of the unmodified icons only in programs that you develop for the software.

II. Requirements. AXTEND Dynamics is not responsible for any problems that result from modifications made to the Modifiable Code. AXTEND Dynamics will not provide technical or other support for any modifications made to the Modifiable Code unless otherwise agreed. For any Modifiable Code that is modified, you must indemnify, defend, and hold harmless AXTEND Dynamics from any claims, including attorneys’ fees, related to the modification or use of your programs that include any Modifiable Code that was modified.

III. Restrictions. You may not:

• alter any copyright, trademark, or patent notice in the Modifiable Code;
• include Modifiable Code in malicious, deceptive, or unlawful programs; or
• modify the source code of any Modifiable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification, or distribution, that the code be disclosed or distributed in source code form; or others have the right to modify it.

B. License Mobility and Outsourcing Software Management.

• License Mobility. You may reassign your licenses, for which you are under a current maintenance plan, to (i) any servers running physical or virtual OSEs dedicated to you and located within the same Server Farm as often as needed, or (ii) from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment).
• Outsourcing Software Management. You may install and use permitted copies of the software on servers that are under the day-to-day management and control of third parties, provided all such servers be and remain fully dedicated to your use. You are responsible for all of the obligations under your licensing agreement regardless of the physical location of the hardware upon which the software is used.

C. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software, and other factors. The software is neither fault tolerant nor free from errors, conflicts, or interruptions. The license is responsible for performing process testing to verify that the software is not interrupting any business processes.

4. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. AXTEND Dynamics reserves all other rights. Unless applicable law or a separate written contract with AXTEND Dynamics gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that allow you to use it only in certain ways. You may use the software only for your internal business purposes. You also must not:

• make more instances of the software than specified in this agreement or allowed by applicable law, despite this limitation;
• publish the software for others to copy;
• distribute, rent, lease, or lend the software; or
• use the software for commercial software hosting services.

Your rights to use the software are perpetual but may be revoked if you do not comply with the terms of this agreement.

5. BACKUP COPY. You may make multiple instances of the software for backup, development, and testing purposes, so long as such instances are not used in a production environment and the development is for your internal business purposes only. Your instances may be hosted by a third party on your behalf.

6. LICENSE TRANSFER. You may not transfer the software to a third party without AXTEND Dynamics prior written consent. If permitted, there may be additional charges for transferring the software to a third party.

7. SUPPORT SERVICES. AXTEND Dynamics provides support and maintenance services for the software. The maintenance fee includes one year of free upgrades for the product. Any such support and maintenance service does not apply to pre-release code included in the software. Included maintenance and support for upgrades does not include service fees for applying the upgrade to a system or integrations with modified code in a system.

8. ENTIRE AGREEMENT. This License Agreement (together with all Exhibits) set forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this License Agreement.

9. APPLICABLE LAW.

a. United States. If you acquired the software in the United States, Indiana state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you are located govern all other claims, including without limitation claims under state consumer protection laws, unfair competition laws, and in tort.

b. Outside the United States. If you acquired the software in any other country, the laws of that country apply.

c. Attorneys Fees and Costs. If you or AXTEND Dynamics files a lawsuit, brings an action, or otherwise pursues a claim against the other in connection with or arising out of this agreement or the software, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses (including any appeal).

10. LIMITATION ON AND EXCLUSION OF DAMAGES. You can recover from AXTEND Dynamics and its suppliers only direct damages up to the amount you paid for the software. You cannot recover any other damages, including without limitation consequential, lost profits, special, indirect, punitive, or incidental damages.

11. VERIFYING COMPLIANCE.

a. Right to verify compliance. You are required to keep records (including proof of purchase) relating to the software you use under this agreement. AXTEND Dynamics has the right to verify compliance with this agreement. You agree to provide reasonable cooperation in the event of a compliance audit, including by allowing AXTEND Dynamics, on request, to access the access and usage report as a tool in conducting the audit.

b. Verification process and limitations. To verify compliance, AXTEND Dynamics will engage an independent consultant from a recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. As an alternative, AXTEND Dynamics can require you to complete our self-audit questionnaire relating to the software you use under this agreement.

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LIMITED WARRANTY

A. NO WARRANTIES.

AXTEND Dynamics expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation is provided (as is) without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or no infringement. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you.

B. NO LIABILITY FOR DAMAGES.

In no event shall AXTEND Dynamics be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if the AXTEND Dynamics is aware of the possibility of such damages and known defects.

C. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from AXTEND Dynamics. AXTEND Dynamics gives no other express warranties, guarantees, or conditions. Where allowed by your local laws, AXTEND Dynamics excludes implied warranties of merchantability, fitness for a particular purpose, and no infringement. If your local laws give you any implied warranties, guarantees, or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

D. EXCLUSION OF LIABILITY

Where any liability has been limited in this license agreement, such limitation shall have effect to the maximum extent permitted by applicable law. In some jurisdictions, mandatory, statutory legislation does not allow such exclusion or limitation of liability which may entail that the limitations stated herein do not apply to the licensee, either in whole or in part.

E. FORCE MAJEURE

Neither party shall be held Liable for any damage sustained by the other party as a direct or indirect consequence of the non-performing party being delayed, prevented or hindered in the performance of its obligations under this License Agreement as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, damage to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.

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