TERMS AND CONDITIONS: The parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, the following expressions have the following meanings: "Act" has the meaning set out in clause 5.1. "Agreement" shall mean this licence agreement (as may be amended from time to time). "Business Day" shall mean Monday to Friday, excluding days on which banks are not generally open for business in Dublin, Ireland. "Confidential Information" shall mean all information of a confidential nature relating to the GroupNos Software, GroupNos or Your Company in any form or medium including the Software Documentation which is not public knowledge and has not been disclosed to third parties, including all know-how and trade secrets. "Force Majeure" shall mean any circumstance not within the reasonable ability of a party to control preventing that party from complying with its obligations under this Agreement, and shall include but shall not be limited to any acts of God, fire, flood, drought or perils of the sea or air, explosion, sabotage, accident, embargo, riot, civil commotion, war or other hostilities, governmental or parliamentary acts, regulations or orders. "End User" shall mean any ultimate end user of the Software that is granted a licence to use the Software pursuant to the End User Licence Agreement and who may be either an employee of Your Company or designated employees with certain business partners of Your Company . "Intellectual Property Rights" shall mean patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. "Legislation" shall mean any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party. "Software" shall mean the OpenFIT web application and API software. "Software Documentation" shall mean all and any documentation (whether in human or machine readable form) relating to the Software, including all operating manuals, user instruction manuals and training materials, advertising materials, documents associated with the implementation of the Software. "Term" has the meaning set out in clause 8.1. "Territory" shall mean [Ireland]. "Trade Marks" shall mean the trade marks for the Software notified in writing by GroupNos to Your Company at any time, together with marketing indicia which may be notified by GroupNos to Your Company from time to time. 1.2 Interpretation. In this Agreement: 1.2.1 Unless the context otherwise requires, reference to a paragraph, provision, clause or schedule is to a paragraph, provision, clause or schedule of or to this Agreement. 1.2.2 The headings in this Agreement are inserted for convenience only and do not affect its construction. 1.2.3 The expressions "include", "includes", "including", "in particular" and similar expressions shall be construed without limitation. 1.2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 2. YOUR COMPANY UNDERTAKINGS Your Company undertakes and agrees with GroupNos to: 2.1 refrain from amending or varying the terms of the Agreement without the express written consent of GroupNos; 3. PAYMENT 3.1 Your Company shall pay the Licence Fee to GroupNos in respect of the utilised pricing model on Microsoft Commercial Marketplace. 4. PROTECTION AND PROCESSING OF PERSONAL DATA 4.1 Compliance with Data Protection Laws: Both parties shall adhere to all applicable local and international data protection laws, regulations, and best practices when processing personal, health, and social care data ("Protected Data"). This includes, but is not limited to: • General Data Protection Regulation (GDPR) (EU) 2016/679. • Data Protection Act 2018. • Personal Information Protection and Electronic Documents Act (PIPEDA). • Privacy Act 1988 (Cth). • Health Information Privacy Code 1994 under the Privacy Act 2020. • Danish Data Protection Act (Act on Processing of Personal Data). • Patient Data Act (Patientdatalagen, PDL). • Health Personnel Act (Helsepersonelloven). 4.2 Data Processing Agreement: Where applicable the parties will enter into a Data Processing Agreement, which clearly defines the responsibilities of both parties concerning Protected Data. 4.3 International Transfers: Both parties recognize that data protection laws vary globally. If Protected Data is transferred across international borders, the parties will ensure that such transfers comply with all applicable data protection laws and that appropriate safeguards are in place. 4.4 Data Subject Rights: Both parties commit to facilitating the rights of data subjects under applicable data protection laws. This includes, but is not limited to, rights to access, correction, deletion, portability, and objection. 4.5 Breach Notification: In the event of a breach or suspected breach of Protected Data, the party aware of the breach will notify the other party promptly, and in accordance with any statutory time limits. Both parties will collaborate to investigate and respond to such breaches in accordance with applicable laws. 4.6 Data Minimization and Retention: Both parties commit to collecting and processing only the minimum necessary Protected Data required for the purpose it was collected and will retain it only for as long as necessary to fulfill that purpose, or as required by law. After which, the Protected Data will be securely deleted or anonymized. 5. WARRANTIES AND REPRESENTATIONS 5.1 Each party represents, warrants and undertakes that: 5.1.1 it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licences referred to in this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it; and 5.1.2 it shall comply with all applicable Legislation in the performance of its obligations under this Agreement. 5.2 Except where required by applicable law, the above warranty is GroupNos only warranty. GroupNos make no additional representations or warranties, and disclaims all warranties, representation, and liabilities, whether expressed or implied, arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the Software, including any warranties as to merchantability, fitness for purpose or correspondence with description. In particular, Your Company shall ensure that the Software is accurately represented to End Users as to the quality, function, purpose and compatibility in accordance with its applicable documentation. Your Company agrees to protect the reputation and goodwill of GroupNos and the Software and agrees to refrain from all conduct or activities which might be detrimental to, or reflect adversely upon the reputation and good will of GroupNos or the Software. 5.3 GroupNos will respond to support requests from Your Company according to the terms set out in the GroupNos service level agreement document 6. LIABILITY 6.1 The total liability of GroupNos (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Your Company and/or an End User, whether in contract or in tort or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Licence Fee(s) actually paid to GroupNos in the six (6) months preceding the date on which the claim arose. 6.2 Notwithstanding anything to the contrary in this Agreement, GroupNos shall not be liable to Your Company by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the respective parties, or that of their employees or agents or otherwise, even if advised of the possibility of such damages. 6.3 Nothing in this Agreement excludes the liability of GroupNos: 6.3.1 for death or personal injury caused by the GroupNos's negligence; or 6.3.2 for fraud or fraudulent misrepresentation or gross negligence. 7. INTELLECTUAL PROPERTY RIGHTS 7.1 Unless otherwise agreed between the parties, all Intellectual Property Rights in and to the Software belong, and shall belong, to GroupNos and/or its licensors. 7.2 Your Company shall, at the expense of GroupNos, take all such steps as GroupNos may reasonably require to assist GroupNos in maintaining the validity and enforceability of the Intellectual Property Rights of GroupNos during the Term. 7.3 Without prejudice to the right of Your Company or any third party to challenge the validity of any Intellectual Property Rights of GroupNos, Your Company shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of GroupNos and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character. 7.4 Your Company shall not directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, modify, adapt, develop, reproduce or disassemble the Software except and only to the extent that it is expressly permitted by applicable law or the terms of this Agreement or to the extent that such action is legitimately required for the purpose of integrating the operation of the Software with the operation of the Software Application used by Your Company or any End Users. Other than the licence expressly granted under this Agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this Agreement, Your Company shall have no rights in respect of any trade names or Trade Marks used by GroupNos in relation to the Software or its associated goodwill, and Your Company hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, GroupNos. 7.5 Your Company shall promptly give notice in writing to GroupNos in the event that it becomes aware of: 7.5.1 any infringement or suspected infringement of any Intellectual Property Rights in or relating to the Software; or 7.5.2 any claim that any Software or the manufacture, use, sale or other disposal of any Software, infringes the rights of any third party. 8. TERM AND TERMINATION 8.1 This agreement shall commence on the contract signature Date and shall be renewed yearly, unless otherwise terminated as provided in this Agreement. 8.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability in any circumstances to the other if: 8.2.1 the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or 8.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of such other party; or 8.2.3 an order is made for the appointment of an examiner to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an examiner of such other party, or notice of intention to appoint an examiner is given by such other party or its directors or by a qualifying floating charge holder; or 8.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of such other party, or if any other person takes possession of or sells such other party's assets; or 8.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or 8.2.6 the other party ceases, or threatens to cease, to trade; or 8.2.7 the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt. 8.3 Without prejudice to any other rights or remedies to which GroupNos may be entitled, GroupNos may terminate this Agreement without liability in any circumstances to Your Company if: 8.3.1 Your Company challenges or disputes the validity of any of the GroupNos's Intellectual Property Rights; or 8.3.2 Your Company purports to assign any of its rights or obligations under this Agreement. 8.4 Your Company may terminate this license agreement without cause with 6 months’ prior notice at any time during the Term. 9. EFFECTS OF TERMINATION 9.1 On termination of this Agreement for any reason and subject to clause 8. 9.1.1 all licences granted to Your Company under this Agreement shall cease; 9.1.2 Your Company shall cease all activities authorised by this Agreement; 9.1.3 Your Company shall immediately pay all sums due to GroupNos under this Agreement; and 9.2 Termination by either party shall not affect any other rights or remedies of that party accrued prior to termination. 9.3 The termination of this Agreement shall not in itself give rise to any liability on the part of GroupNos to pay any compensation to Your Company for loss of profits or goodwill, to reimburse Your Company for any costs relating to or resulting from such termination, or for any other loss or damage howsoever arising. 9.4 For the avoidance of doubt, the terms of clause 3 (Payment), clause 4 (Protection and Processing of Personal Data), clause 5 (Warranties and Representations), clause 6 (Liability), clause 7 (Intellectual Property Rights), clause 8 (Termination) and clause 10 (Confidentiality), shall remain in effect notwithstanding termination of this Agreement. 10. CONFIDENTIALITY 10.1 GroupNos and Your Company agrees not to communicate or otherwise make available Confidential Information to any third party without the prior written consent of the other party, nor use such Confidential Information for any purpose except other than the implementation of this Agreement, in either case, to the extent that GroupNos or Your Company can show that the Confidential Information: 10.1.1 is or becomes publicly known through no act or omission of Your Company and information shall not be deemed to be in the public domain merely because it is derived from one or more items which are publicly known; or 10.1.2 was in its lawful possession prior to the disclosure; or 10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or 10.1.4 is independently developed by Your Company , which is independent development can be shown by written evidence; or 10.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 10.2 GroupNos and Your Company may only disclose Confidential Information of either party to those its employees required to have such Confidential Information in order to develop the Your Company Software Application, provided that either party informs its employees of the confidential nature of the Confidential Information before disclosure and at all times is responsible for the employees compliance with the obligations set out in this Agreement. 11. DISPUTE RESOLUTION 11.1 Both parties to this Agreement shall seek to resolve any dispute between them arising out of, or relating to, this Agreement, amicably. 11.2 If the dispute cannot be resolved amicably, the dispute shall be determined pursuant to clause 12.14 (Governing Law and Jurisdiction). 12. MISCELLANEOUS PROVISIONS 12.1 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party, except as expressly provided in clause 2. 12.2 Assignment. 12.2.1 Your Company , excluding its subsidiaries in the Your Company Group, shall not, without the prior written consent of GroupNos, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 12.2.2 GroupNos may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 12.3 Force Majeure. Neither party shall be liable for failure or delay in the performance of any of its obligations under this Agreement if such failure or delay results from Force Majeure, but any such failure or delay shall be remedied as soon as practicable. 12.4 Notices. Any notice or other communication whether required or permitted to be given under this Agreement shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or sent by registered post to the addressee at the address set out for such party in this Agreement (or such other address as that party may from time to time designate in writing to the other parties in accordance with the provisions of this clause). Any such notice shall be deemed to have been duly given if delivered, at the time of delivery, if sent by registered post, forty eight (48) hours after posting. 12.5 Non-Application of Contra Proferentem Rule. In the event that any ambiguity or question of intent or interpretation arises in connection with any provision of this Agreement it shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Agreement. 12.6 Severability. If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 12.7 Governing Language. This Agreement has been prepared and executed in the English language. No authorised translation has been prepared or executed. In the event that any translation is prepared, the English language version of this Agreement shall prevail. All written correspondence between the Parties in relation to this Agreement shall be in the English language. 12.8 Parties Bound. This Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns. 12.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to their subject matter, and except as expressly provided, supersede all prior representations, writings, negotiations or understandings with respect to that subject matter. 12.10 Further Assurance. Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement. 12.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 12.12 Waivers. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. 12.13 Variations. No variation of this Agreement shall be effective unless it is made in writing and signed by each of the parties. 12.14 Governing Law and Jurisdiction. 12.14.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland. 12.14.2 The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement, its subject matter or its formation (including non-contractual disputes or claims).