Page 1 of 9 License Terms For Software & related services From InterForm A/S These Terms governs Licensees use of Software developed and licensed by InterForm A/S (hereinafter Licensor) and related services. Licensor and Licensee has concluded a License Agreement, and these Terms applies for the Software and services stated in the License Agreement and all further or subsequent License Agreements entered by the parties. The License Agreement specifies the specific Software covered by these Terms. 1. LICENSEE Licensee is stated and specified in the License Agreement. 2. GRANT OF LICENSE The Software is licensed as two different license types; either (i) One Time License or as (ii) a License Lease. One Time License: The Licensee acquires a perpetual, non-transferable, non-exclusive right to use the Software on the terms set out in these Terms. The License will pay a One Time License Fee and will have to pay separately for support and maintenance. License Lease: The Licensee acquires a time limited, non-transferable, non-exclusive right to use the Software on the terms set in these Terms until the License Agreement is terminated according to Clause 12. The license type and version of the Software agreed upon is stated in the License Agreement. Licensee agrees not to cause or permit reverse engineering, disassembly or decompilation of the Software, unless otherwise provided by mandatory law. Licensor will provide Licensee with one (1) object code, machine readable version of the Software together with access to a set of relevant user documentation in electronic form. The Software may only be copied and used within Licensee and only to the extent necessary for Licensee to use the Software within the rights granted in these Terms. The Software will be provided on a media or as an download option. The License is granted on the condition of Licensee’s payment of the agreed License Fees according to Clause 8 below on due date. Page 2 of 9 3. SCOPE OF LICENSE The License is granted for specific hardware serial number, server size and number of servers as stated in the License Agreement. The License is furthermore granted for a basic version of the Software product, and some of the Software products comes with possible extra Software Modules as stated in the License Agreement. Any change in the scope above and agreed upon in the License Agreement e.g. move to other hardware, more extended use, adding new servers, adding more Software products or Modules etc. will require Licensee to enter a new agreement with Licensor. It requires a written confirmation of order from Licensor to be bound by any purchase orders or change request from Licensee, and all new agreements regarding purchase of new licenses for other Software products, Modules etc. are automatically covered by these Terms. The Software can only be used for Licensee’s own use and for processing Licensee’s own data, and the Software may not be used by any third parties, and may not be used by Licensee to process data belonging to third party. Licensee may not transfer, assign, distribute, sub-license, rent, lease, lend, pledge the Software, the license or rights of use to third party. 4. MAINTENANCE 4.1 General Licensors maintenance consist of regular updates (patches and releases) and support by e-mail or phone. Is the agreed license type License Lease maintenance is included in the License Fees, and is the agreed license type a One Time License maintenance is only provided if Licensee has a valid and paid maintenance subscription in place, however the first 12 month period maintenance subscription is mandatory. The Licensee is sole responsible for the correct installing, implementing and setting up the Software on Licensees hardware. Licensor will provide technical standard guidelines for installation of the software in a standard it-environment. Maintenance does not include any on-site technical assistance with such installation, implementation or setup, and should Licensee require such assistance a separate agreement between the parties has to be entered into, and such service will be delivered by Licensor on a time-and-material basis on Licensor standard terms & conditions for products and service. Maintenance services are provided forward for the acquired version of the Software and new versions, and new versions are included as long as the maintenance subscription is in place and paid for. The maintenance subscription services are provided for Maintenance Periods of 12 months counting from the Effective Date according to the License Agreement. The Maintenance Period will automatically be renewed for another Maintenance Period unless terminated by either party with a written notice of at least 2 months to the expiry of current Maintenance Period. Page 3 of 9 4.2 Updates All software updates for the Software will be accessible for Licensee through a link for download on Licensors online support portal. Updates can consist of error-correction and new functionality, and can require Licensee to also update third party software e.g. drivers, operating systems etc. for an update to work properly. Licensor does not warrant or guarantee that updates are compatible or will work properly with any developments, enhancement or modification to the Software or API’s made by others than Licensor. Licensor does not warrant or guarantee that new versions of the Software will have exact same functionality as older versions of the Software. 4.3 Support E-mail and telephone support will be available within 9.00 – 16.00 (CET) on Business Days. Business Days are all weekdays, but not Saturday, Sunday, Danish Bank Holidays and the 24. and 31. December. Support will also be available on-line through Licensors online support portal. Licensor does not guarantee a fixed response time, but the normal response time will be within one Business Day. Licensor can provide support either by e-mail or telephone. The Support covers error reporting, troubleshooting of installation/implementation problems that are encountered by Licensee in direct relation to the Software, and only support to the extent that such support can be provided by phone or e-mail. Support does not in any way cover on-site support even if that may be required for assisting properly. Support does not cover user training or third party software or hardware. 4.4 Back-up License On the condition that Licensee has a maintenance subscription in place, the Licensee can as part of the maintenance subscription chose to add a Back-up License. The Back-up License entitles Licensee – as long as the maintenance subscription is valid – to install a Back-up License on other premises and hardware than the normal production license is granted for, but only as a security and failover in emergencies should the normal production setup crash or not be accessible for users etc. Licensee cannot use both the production version and the Back-up License at the same time. There is a special Back-up License Fee as stated in the License Agreement, and BackLicense is only available as a Lease License. 5. TEMPLATES Licensees with a License Lease agreement or a valid maintenance subscription can purchase single templates or template-packages for use in the Software as an add-on service. Templates are made by Licensor based on guidelines from relevant trading partners etc. Using templates require the use of data in Licensors InterForm XML format by Licensee. Templates may only be used together with a valid Software License, and does Licensee have more licenses (for each server) Licensee must acquire template copies/packages for each license/server. A template copy may not be used together with different Software Licenses and may not be copied, distributed, sub-licensed, lend or leased. Page 4 of 9 Licensor will create templates to the best of Licensors abilities accommodating trading partners guidelines. Licensor does however not in any way warrant that such templates are approved or accepted by the trading partner, and Licensee is solely responsible for getting approval or certification from the trading partner in question for the specific templates. Should a template not be compliant with a trading partner’s guideline Licensee should notify Licensor, and Licensor will use its best endeavours to remedy such lack of conformity within reasonable time and without additional cost for Licensee. Templates will regularly be updated according to new future guidelines. Licensor is not necessarily informed about new guidelines etc. from trading partners but updated templates or template packages will be released by Licensor within 2 months from a guideline is brought to Licensors attention. Information about updates, new versions, new templates etc. will be sent to template subscribers and new/updated templates will be available for download, but Licensee is solely responsible for being updated on templates and the requirements from Licensees customers etc. The update service only covers updating of existing already purchased templates and does not include new templates or new documentation. Should Licensee wish to use any new templates such new templates must be purchased separately. Licensor disclaims all liability for templates modified by Licensee, and modified templates are not covered by support, and are not updated. Licensor is entitled to change the Software, including the InterForm XML structure and format, package structure, validator rules and adding/deleting package content which can have negative impact on templates and the use of the templates. Licensor will use reasonable endeavours to make the said changes with as little negative impact as possible but makes not warranties in that respect. Does a change as described above make the templates unusable Licensee may immediately terminate the agreement regarding the affected templates with effect going forward. 6. INTELLECTUAL PROPERTY RIGHTS All rights, title and interest – including all intellectual property rights (copyright, design right, patent etc.) – in or in connection with the Software (including source code, documentation, developer guides and other materials provided under the License Agreement) whether registered or not, shall remain the sole property of Licensor. Licensee does not acquire or obtain any rights of ownership or intellectual property rights to or right to sub-license, lend or lease the Software. Rights to Third Party Components furnished by Licensor together or in connection with the Software are regulated in Clause 7 below. 7. THIRD PARTY COMPONENTS The Software may contain or be accompanied by certain Third Party Components, which may be provided subject to licenses, which disclaim all warranties, express or implied. Licensor and its respective third party licensors MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR Page 5 of 9 IMPLIED WITH RESPECT TO THIRD PARTY COMPONENTS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY OR SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Third Party Components may be accompanied by certain notices or license documentation relating to such Third Party Components. Licensee shall comply with the terms of all Third Party Components governing Licensee’s use of such Third Party Components. The following Third Party Component can at the moment be embedded in some of the Software: Swiftview, JAVA and VeryPDF. Should Licensor wish to know what exact third party component is embedded in the Software acquired by Licensee, Licensee can contact Licensor for more information. As separate software products from third party Licensor can also distribute and sublicense the following third party software: BlueSeries Fax and Next. For more information about these products and license terms please contact Licensor. 8. LICENSE AND MAINTENANCE FEES AND TERMS OF PAYMENT License Fees (including any Maintenance Fees and templates fees) and the agreed payment plan are stated in the License Agreement, and depends on what license type the parties has agreed upon. All fees are paid in advance. One Time License: Licensee will have to pay a one time License Fee for the License acquired according to the License Agreement. Should Licensee require maintenance Licensee must pay a yearly Maintenance Fee as stated in the License Agreement. Maintenance subscription for the first 12 months is mandatory. License Lease: Licensee will have to pay a yearly License Fee according to the License Agreement. Such License Fee also include maintenance. Templates: Templates fees will follow the payment plan for either maintenance or License Lease. New licenses or extension of current licenses: Should the parties agree upon new Licenses or extension of current licenses the increased License Fee and Maintenance Fee will appear from the new License Agreement or addendum to the current License Agreement, and the Maintenance Fee must be paid proportional for the rest of the current Maintenance period. Should Licensee choose to limit the use of the Software, terminate the Maintenance Agreement or terminate the License Lease in whole or in part, Licensee will not be entitled to any reimbursement or compensation in regard to already paid License and/or Maintenance Fees. Reactivated Maintenance agreement: To reactivate a terminated maintenance agreement Licensee will be charged a Reactivation Fee plus the unpaid Maintenance Fees from the time of termination till the reactivation date. Fees stated in quotations, the License Agreement etc. does not include any taxes. To the extend Licensor is required to pay any taxes, such as but not limited to, import tax, VAT, Withholding tax, regarding the License and/or any services delivered by Licensor to Licensee according to the License Agreement and/or these Terms then such taxes shall be invoiced to and paid by Licensee. Page 6 of 9 Unless otherwise stated in the License Agreement all invoices from Licensor are due 30 days after the invoicing date. Invoices unpaid after due date will be subject to an interest rate of 2% per month from due date until the invoice including any imposed interests is fully paid. Should Licensee not pay the Maintenance Fee (One Time License) or the monthly License Fee (License Lease) including any agreed template fees Licensor is without further warning or notice entitled to suspend all further services and withhold any deliveries and services until full payment has been received. All prices can by Licensor be adjusted with a written notice at minimum the same length that applies for termination according to Clause 12. Maintenance Fees will however automatically increase by two (2) percent 1. of January every year. 9. LIMITED WARRANTY EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS A STANDARD PRODUCT AND IS PROVIDED “AS IS” AND LICENSEE DISCLAIMS ANY AND ALL OTHER WARRANTIES. LICENSOR WILL NOT WARRANT THAT THE SOFTWARE WILL MEET THE REQUIREMENTS OF LICENSEE, OR OPERATE IN THE ENVIRONMENT AND ON THE HARDWARE CHOSEN BY LICENSEE. THE FOLLOWING CAUSES FOR ERRORS ARE EXPLICIT DISCLAIMED (NOT AN EXHAUSTIVE LIST): - Should Licensee not follow Licensor support and maintenance instructions and guidelines, including installing any patches. - Malfunction due to upgrade of or error in OS or any other third party product. - Malfunction due to import of fonts, images, PC based form or other data made with PCL5e drivers - Malfunction due to erroneous use of conditional selections or order of overlay and automation sequences. - Malfunctions due to Licensees own settings. - Should Licensee in any way try to modify the source code or try to circumvent any technical protection or limitation mechanisms in the Software. Licensor represents and warrants that Software, excluding any Third Party Components, shall substantially conform in all material respects to the technical specifications and documentation accompanying the Software, as it exists on the date of delivery, for a period of 12 month from the Effective Date (The first Support Period), and within any following Maintenance and Support Period paid for by Licensee. Licensor’s sole obligation under this warranty shall be limited to using its reasonable commercial efforts to correct defects in the Software and to supply Licensee with an update, as soon as practicable after Licensee has notified Licensor of such defects. Should Licensor fail to correct material defects, pledged by Licensee within the first Maintenance and Support Period, within reasonable time, Licensee’s sole remedy shall be to terminate the License Agreement for the Software product in Page 7 of 9 question and to receive a refund of the License and Maintenance Fees paid according to the License Agreement and the Software product in question. Should Licensor fail to correct material defects, pledged by Licensee after the expiry of the first Maintenance and Support Period but under a following Support Period paid for by Licensee, within reasonable time Licensee’s sole remedy shall be to receive a refund of any Maintenance and Support Fees paid according to the License Agreement and the Software product in question for the period within which the defect is pledged by Licensee. 10. LIMITATION OF LIABILITY AND INDEMNIFICATION IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES RELATED TO THE LICENSE AGREEMENT AND/OR THE USE OF THE SOFTWARE OR MALFUNCTIONS OF OR ERRORS IN THE SOFTWARE OR SERVICES, INCLUDING ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPERTUNITIES, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION, OMISSION OR NON-PERFORMANCE OF CONTRACT AND CONTRACTUAL OBLIGATIONS OR TORT. IN NO EVENT SHALL LICENSOR’S TOTAL ACCUMULATED LIABILITY FOR DAMAGES FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY LICENSEE ACCORDING TO THE LICENSE AGREEMENT, HOWEVER NEVER MORE THAN AN AMOUNT OF DKK 50.000. THE LIMITATION ABOVE SHALL ALSO APPLY TO THE GREATEST EXTENT POSSIBLE FOR ANY PRODUCT LIABILITY. However the liability cap above is not applicable in case of Licensor acting in case of bad faith, intentional or with wilful misconduct. Subject to the liability cap above Licensor shall indemnify, defend and hold Licensee harmless, from and against any and all claims, suits, demands, damages, liabilities, expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs) arising from or relating to the Software is infringing or violating any Intellectual Property Rights of a third party, provided that Licensee provides Licensor a written notice of such claim, suit or proceeding for infringement and giving Licensor – to the extent possible – the possibility to safeguard and defend Licensor’s interests. If the Software or any part thereof become the subject of an Intellectual Property Rights infringement or violation, then Licensor will, at its own expense, promptly take the following actions: (i) secure the right necessary for the Licensee to continue using the Software as stated in the License Agreement and these Terms; or (ii) replace or modify the Software to make them non-infringing, such that the replacement or modification will not degrade the performance or quality of the Software in any material way; or (iii) if (i) or (ii) is not possible within reasonable commercial efforts and considering the remedy costs compared to the Fees paid by Licensee, to reimburse Licensee any Fees paid according to the License Agreement. The forgoing states the entire liability of Licensor to the Licensee in respect of the infringement of the intellectual property rights of any third party. Page 8 of 9 The provisions of these Terms allocate the risks between the parties. The pricing of Licensor reflects this allocation of risk and the limitation of warranty and liability specified in this Clause and Clause 9. 11. MISCELLANEOUS 11.1 Force Majeure Neither party will be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, lockout, act of war or terror, riot, fire, flood, natural disaster, breakdown of supply of any third party or public communication lines or infrastructure, or other similar causes beyond such party’s control (“Force Majeure”), provided that such party gives prompt notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate the License Agreement is such condition continues for a period of 60 days. Force Majeure may however not extend payment obligations more than 30 days. 11.2 Assignment Licensor may assign or transfer its rights and obligation under License Agreement and these Terms to at third party at any time without prior notice to or consent from Licensee. 11.3 Audit Licensor may, at its expense, audit Licensee’s use of the Software. Any such audit shall be conducted during regular business hours and shall not unreasonably interfere with Licensee’s business activities. Audits shall be conducted no more than once annually. Licensor or its agent may perform the audit. If an audit is to be conducted by an agent for Licensor, Licensor shall inform Licensee of such fact and provide Licensee with the name of the agent at least twenty (20) business days prior to the start of the audit. Licensor’s agent must be an accredited and nationally known accounting firm (“Auditor”), who executes a non-disclosure agreement reasonably acceptable to. The audit shall be conducted upon thirty (30) calendar day’s prior written notice. All Licensor’s personnel (or Auditor’s personnel) performing an audit shall be subject to the “Confidentiality” provisions of these Terms. The parties agree that all materials gathered by Licensor’s audit team are confidential to Licensee and shall be treated as such and shall be controlled by Licensor under the “Confidentiality” provisions of these Terms. Licensor and Auditor’s employees conducting an audit shall be subject to the same security and safety policies, procedures and regulations when entering onto Licensee’s property, as Licensee’s employees. 11.4 Interpretation In case of discrepancies between these Terms and the License Agreement, the License Agreement takes precedence. Page 9 of 9 12. TERM & TERMINATION Once Time License: The License is granted from and these Terms will take effect from the Effective Date stated in the License Agreement, and will continue unless terminated because of breach or Force Majeure. For termination of maintenance subscription see clause 4.1 above. License Lease: The License is granted from and these Terms will take effect from the Effective Date stated in the License Agreement, and will continue unless terminated because of breach or Force Majeure or terminated by either party without cause but with the following written notice; by Licensee with a notice of 2 months to the end of a year, or by Licensor with a notice of 6 months to the end of a year. The parties can have agreed upon a period of irrevocability stated in the License Agreement, if so the Licence can only be terminated by the end of the year following such period of irrevocability. Template agreements: Can by both parties be terminated with the same notice that applies for maintenance subscription or License Lease respectively. Termination due to breach: Licensor can terminate the License Agreement and the License granted without further notice, if Licensee is in breach of a material obligation under these Terms, which includes e.g. violation of Scope of License, infringement of intellectual property rights belonging to Licensor and failure to pay the agreed License Fees on time, and fails to pay within 30 days after written notice specifying the breach. A termination shall not relieve Licensee for its obligation to pay all Fees accrued prior to termination and until Licensee under normal condition could have terminated the agreement. Effects of termination – License Lease: Upon termination, regardless of any cause, Licensee shall promptly cease using the Software and upon written request from Licensor by written notice certify that Licensee has uninstalled all copies of the Software and destroyed or returned all copies of the Software. This applies to all versions and copies of the Software licensed to Licensee, partial or complete, on any kind of media including backups. 13. GOVERNING LAW AND VENUE Any dispute arising out of or in relation to the License Agreement, these Terms and/or the use of the Software or any other service furnished by Licensor, shall be governed by and construed exclusively in accordance with the laws of Denmark. The parties agree to the exclusive jurisdiction and venue of the city court of the home jurisdiction of Licensor. InterForm A/S. October 2018