License agreement & Terms of Service These license terms are an agreement between the JCD A/S (The Company) and the you (The Customer). Please read them. They apply to the software named above. These terms also apply to any updates, Cloud-based services, supplements and support services for this software, unless other terms accompany those items. If so, those terms apply. If the you do not agree to the terms and conditions of this agreement, do not download, install or use the software. Use of the software will indicate your acceptance of these terms and conditions. 1. Software license Subject to payment by the Customer of all fees, costs and expenses to The Company, the Customer is granted the license(s) expressly specified in the Purchase Order(s). The Software shall at all times remain the sole property of The Company or the relevant third-party licensor. The Customer may not transfer the Software License without the prior written consent of the Company. Even if written consent has been obtained, the transferee has to agree to be bound by this agreement. The Customer may be subject to additional charges when transferring the license. The Customer shall use the Software solely for your internal business use and for the benefit of no other person or entity. The Customer shall not rent, lease, sub-license or lend the Software to any person. 2. Intellectual Property Rights The Customer acknowledged that all copyright, patents and other intellectual property rights of whatever nature in the Software shall remain vested solely in the Company or the relevant third-party licensor. In case the Software is provided by a third-party licensor, separate terms may apply to the Customers use of the Software. The Customer only acquires the right to use the Software in accordance with the terms and conditions set by the relevant third-party. The Customer undertakes not to alter, develop, adapt, modify or customize the whole or any part of the Software in any way, nor disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of, the Software without the prior written consent of the Company, save as permitted by law. The Customer otherwise undertake to take all reasonable precautions to maintain the confidentiality of such Software, and all know-how and trade secrets incorporated therein and not to copy the Software other than as required by the installation procedure for use of the Software subject to the terms of this license (keeping the original(s) solely for backup or archival purposes) and otherwise not to copy or duplicate or permit the copying or duplication of the Software by any means, save for making backups in accordance with normal business practice and otherwise as permitted by law. 3. Limited Warranty and limitation of liability If not otherwise expressly set out in these terms, the Software is provided “as is” without any warranty of any kind. The Company is not liable for any defect(s) arising from normal wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the instructions provided by the Company whether oral or in writing, or misuse or alteration or repair of the Software without the approval of the Company. If the Customer follows the instructions given, the Software will perform substantially as described in the materials that received in or with the software. The Company shall be under no liability in respect of any third-party software provided under this Agreement. The Company accepts no liability for errors or omissions in its quotations, price lists, instructions, training materials and other literature, whether in printed or electronic form. 4. Microsoft Dynamics 365 Business Central and Dynamics NAV The Microsoft Software License Terms govern your licensed use of Microsoft Dynamics 365 Business Central and Dynamics NAV, including the part of Microsoft Dynamics 365 Business Central and Dynamics NAV which enables the Software to function with Microsoft Dynamics 365 Business Central and Dynamics NAV, but not the Software itself. Microsoft is not responsible for the Software or any effect it may have on the functionality of Microsoft Dynamics 365 Business Central and Dynamics NAV, and/or accompanying software documentation for Microsoft Dynamics 365 Business Central and Dynamics NAV. In the event of a breach of this Agreement or where the Company can no longer provide appropriate support services to you for any reason, you will not have the right to receive copies of the Software and/or materials necessary to support the Software. Microsoft will be a third-party beneficiary of this Agreement with respect to the matters in this clause and Microsoft will have the right to enforce this clause of the Agreement with you and verify your compliance of it. 5. Term and Termination This Agreement and the Software License are effective until terminated. This Agreement and the Software License will terminate immediately if you fail to comply with any term or condition of this Agreement including, without limitation, failure to pay any sum owing to the Company. Upon such termination you agree, with immediate effect, to (a) cease using the Software, (b) de-install the Software from your workstations and servers and (c) (if applicable) destroy or return the CD containing the Software. The provisions of Clauses 2, 3, 4, 6 and this Clause 5 shall survive termination of this Agreement and the Software License, however and whenever occurring.