Distribution Agreement

Transcription

1 Distribution Agreement Between CRM EXTENSIONS APS And Partner

2 Contents 1 BACKGROUND AND OBJECTIVE DEFINITIONS GRANT OF LICENSE RIGHT CRM EXTENSIONS UNDERTAKINGS DISTRIBUTORS UNDERTAKINGS WARRANTY PRICES AND PAYMENT INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS INDEMNIFICATION BY DISTRIBUTOR INDEMNIFICATION BY CRM EXTENSIONS LIMITATION OF LIABILITY FORCE MAJEURE NOTICES TERM AND TERMINATION GENERAL APPLICABLE LAW LIST OF APPENDICES UPDATE SERVICE AGREEMENT - SCOPE DEFINITIONS SOFTWARE LICENSE INTELLECTUAL PROPERTY RIGHTS TRANSFER LIMITED WARRANTY DISCLAIMER LIMITATION OF LIABILITY COMPLIANCE WITH LICENSES GOVERNING LAW U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE Page 2 of 19

3 Distributorship Agreement CRM EXTENSIONS ApS Hellbergsvej 23 DK-2650 Hvidovre Central Business Registration no. (CVR nr.): (Hereinafter referred to as CRM Extensions ) And Partner (Hereinafter referred to as Distributor ) (CRM Extensions and Distributor collectively referred to as the Parties and individually as the Party as shown by the context) 1 Background and Objective 1.1 CRM Extensions is a software producer and supplier incorporated in Denmark with distributors in Denmark and other countries. CRM Extensions is a Microsoft Certified Partner operating in the business of developing, selling and providing support of and for extensions for Microsoft CRM-products (the extensions in question are hereinafter referred to as the Products ). In connection with CRM Extensions dealings worldwide, hereinafter referred to as the Market, CRM Extensions, having exclusive rights in the Products, is willing to license the Products to Distributor for Distributors own use and sub-licensing to Customers within the Market. 1.2 The purpose of this Partnership Agreement (hereinafter referred to as the Agreement ) is to set out the terms and conditions for Distributors use and sale of the Products to Customers in the Territory by way of sublicenses. 2 Definitions 2.1 Customers means businesses in the Market who are offered or granted a sub-license to use the Products by Distributor by way of a Sub-license Agreement. 2.2 Intellectual Property Rights means CRM Extensions copyrights and possible other rights in the Products, manuals, specifications or source code developed by CRM Extensions as well as CRM Extensions rights in the Trademarks, business names and brands CRM Extensions, ImportManager and QuickSearch (hereinafter referred to as the Trademarks ). Page 3 of 19

4 2.3 Partner Website means the CRM Extensions website on which the Distributor orders, downloads and pays for the Products. 2.4 Price List means the price list enclosed as Appendix A with respect to the product s, as amended from time to time by CRM Extensions. 2.5 Products means the products listed on the pricelist enclosed as Appendix A. 2.6 Sub-license Agreement means the standard license agreement to be used by Distributor for sub-licensing the Products to Customer enclosed hereto as Appendix C, as amended from time to time by CRM Extensions. 3 Grant of License Right 3.1 Subject to the terms and conditions of this Agreement, CRM Extensions grants to Distributor a non-exclusive, non-transferable right to sub-license the Products to Customers within the Market by use of the Sub-license Agreement. Other than as expressly permitted in this Agreement, Distributor may not sub-license the Products. 3.2 Distributor shall present the Sub-license Agreement (Appendix C) to the Customers and make sure that the Customers are bound by its terms and conditions herein. CRM Extensions may, in its discretion, from time to time, amend the Sub-license Agreement, by providing thirty (30) days written notice to Distributor. If so Distributor shall apply the new version of the Sublicense Agreement to new Customers. 3.3 Distributor shall promptly inform CRM Extensions of any known or suspected violations by Customers of the Sub-license Agreement or CRM Extensions Intellectual Property Rights. 3.4 CRM Extensions grants to Distributor the non-exclusive right to use and display the Trademarks solely in connection with and solely to the extent reasonably necessary for the marketing, promotion and sale of the Products within the Market in accordance with the terms and conditions of this Agreement. 3.5 CRM Extensions is entitled to name Distributor as a CRM Extensions distributor on CRM Extensions home page and other marketing material. 4 CRM Extensions undertakings 4.1 After signing this Agreement, CRM Extensions will provide the Distributor with a login and a password for the Partner Website and hereby access to the Partner Website on which Distributor will be able to: 1. Download the Products for the Distributors sale of the Products to Customers, 2. Download updates and patches. Page 4 of 19

5 5 Distributors undertakings 5.1 Before signing this Agreement, Distributor shall provide CRM Extensions with information on Distributors credit card account. Payment for ordered Products will be charged to the credit card account provided by Distributor. 5.2 Distributor undertakes to use its best efforts to market, promote and sub-license the Products actively in the Market. It is incumbent on Distributor, at its own expense, to plan, carry out and follow up all sales and marketing activities. 5.3 Distributor will make and to CRM Extensions forward annually a marketing plan. Distributor will further provide CRM Extensions with an updated sales forecast in accordance with CRM Extensions reasonable directives as given from time to time. CRM Extensions undertakes to keep forecasts strictly confidential in accordance with Clause Distributor will not incur any liability on behalf of CRM Extensions or in any way pledge or purport to pledge CRM Extensions credit or purport to make any contract binding upon CRM Extensions. 5.5 Distributor shall market, promote and sell the Products only under the Trademarks, and not under any other trademark or logo including a combination with any other trade marks or brand names. Distributor shall not use the Trademarks or any other trademarks or trade names of CRM Extensions or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Distributor. Distributor shall not use or authorize any third party to use any of the Trademarks as a trade name. Distributor shall not seek to register in any country any of the Trademarks, or any confusingly similar trademarks or translations, in either Distributors or any third party s name. Distributor shall promptly notify CRM Extensions if Distributor becomes aware of any actual or potential infringement of the Trademarks in the Market. 6 Warranty 6.1 A limited warrant is specified in the end-user license agreement (Appendix A). 6.2 In order to claim that Products or copies thereof are faulty, Distributor shall within 60 (sixty) days from the date of the download of the Products specify the fault in writing and, where necessary, demonstrate how the fault is manifested. 6.3 As to faults related to copies, CRM Extensions will allow the Distributor to download a new copy of the Products free of charge provided that: 1. The Product has been used at all times properly and in accordance with the intended use, including that the Products at all times are used for Microsoft CRM-products; and 2. No alteration, modification or addition has been made to the Products; and 3. The alleged error, malfunction or inconsistency has been notified to CRM Extensions within the warranty period specified above. Page 5 of 19

6 6.4 As to crucial faults related to the Products, CRM Extensions will during the warranty period use all reasonable endeavors to provide Distributor with a patch which corrects such faults. Such patches will be provided on the Partner Website. As to minor faults in the Products, CRM Extensions will endeavor to correct such faults in future versions of the Products. 6.5 CRM Extensions disclaims all other warranties, expressed or implied, including but not limited to the Products merchantability or fitness for a particular purpose. 6.6 To the maximum extent permitted by applicable law, CRM Extensions disclaims all express and implied warranties and liabilities with respect to Third Party Products including but not limited to function, performance, faults, merchantability, title, non-infringement and use. 7 Prices and payment 7.1 The Products will be delivered at the prices set forth in the Price List enclosed as Appendix A. Any value-added tax, state sales tax, customs duty and similar public charges shall be paid by Distributor. 7.2 Distributor shall not pay any part of the sub-license fees obtained from the Customers to CRM Extensions. 7.3 CRM Extensions is entitled to change the Price List by thirty (30) days written notice to Distributor provided that the prices may not be increased with more than twenty (20) per cent per calendar year. 7.4 Distributor shall pay up front for the Products. Thus, by placing an order on the Partner Website Distributor consent to payment being charged to the credit card account provided by Distributor. 8 Intellectual Property Rights and Trade Secrets 8.1 CRM Extensions owns all title, ownership right and Intellectual Property Rights in and to the Products and parts of or changes thereto (including any possible changes made by or on behalf of Distributor), as well as any documentation and material related hereto and shall hence remain the exclusive property of CRM Extensions. 8.2 Distributor is not entitled to itself or via another to: a) Copy all or part of Products; b) Modify or make changes to Products; c) Decompile or disassemble Products. Otherwise than as permitted by compulsory law or as specifically agreed in writing by CRM Extensions. Page 6 of 19

7 8.3 Distributors rights pursuant to this Agreement do not mean that copyrights or other rights in the Products and/or documentation or other material related to the Products are transferred to Distributor. 8.4 CRM Extensions retains all rights, title and interest in the Trademarks, including the goodwill pertaining thereto and all uses of the Trademarks by Distributor shall inure to the benefit of CRM Extensions. 8.5 Neither Party may without the approval of the other party convey confidential documents to a third party or disclose information concerning internal affairs, technical, commercial or other confidential information of the other party. The parties shall ensure the observation of confidentiality by imposing a duty of confidentiality on their personnel and customers. 8.6 The undertakings in this Clause 8 apply unchanged and without limit in time during and after the term of this Agreement. 9 Indemnification by Distributor CRM Extensions is in no manner part of Distributors agreements with Customers and Distributor agrees to indemnify and hold CRM Extensions harmless from and against any loss, damage, claims or demand whatsoever arising out of Distributors activities, including but not limited to, any express warranties or representations made by Distributor, its agents or employees which are not part of CRM Extensions written warranty and approved specifications for the Products or other application or consultancy services of Distributor to Customers or others. 10 Indemnification by CRM Extensions 10.1 CRM Extensions shall defend and indemnify Distributor from damages actually incurred by Distributor arising out of any claim that the use of the Products in accordance with thi s Agreement infringes a patent, copyright or other intellectual property right provided that ( i) Distributor shall promptly notify CRM Extensions thereof and (ii) CRM Extensions shall have sole control and authority with respect to the defense, settlement, or compromise thereof and Distributor shall to a reasonable extent co-operate with and provide CRM Extensions with necessary information In case of infringement in accordance with Clause 10.1, CRM Extensions shall either (i) procure for Distributor to continue to sublicense the Products or (ii) replace or modify the Products so that it becomes non-infringing. If neither of such alternatives is, in CRM Extensions opinion, commercially reasonable, CRM Extensions shall be entitled to terminate this Agreement with immediate effect without incurring any further liability CRM Extensions will have no liability for any claim of infringement arising as a result of (i) Distributor s use of the Products in combination with any items not supplied or recommended Page 7 of 19

8 in writing by CRM Extensions where such combination is the basis of the infringement claim; or (ii) use of the Products outside the scope of the granted license. 11 Limitation of liability 11.1 The total liability of CRM Extensions under this Agreement, including but not limited to any claim whatsoever arising out of contract or in tort, shall be limited to a maximum of the aggregated fees invoiced to Customers by the Distributor in a period of twelve (12) months after the occurrence giving rise to the claim, provided, however, that CRM Extensions financial liability shall in no event exceed DKK In no event shall either party be liable for any indirect or consequential damages, even if the party knew or should have known of the possibility of such damages. 12 Force Majeure If fulfillment by either party of its undertakings pursuant to this Agreement is prevented by circumstances beyond the control of the parties such as industrial dispute, bolt of lightning, fire, war, mobilization or general military call-up, uprising and riot, restrictions in the availability of motive power, general scarcity of transport, goods and energy as well as fault or delay in deliveries from a sub supplier as a result of the above circumstances, this shall constitute grounds for discharge from contractual obligations, carrying entitlement to an extension of time limits and discharge from liability to pay penalties. This shall apply regardless of whether the cause of the delay occurs before or after the agreed date of performance. If performance of this Agreement is substantially prevented for more than three (3) months as a consequence of any of the above circumstances, either party is entitled to give written notice of its discharge from performance of this Agreement without thereby becoming liable to pay compensation. 13 Notices 13.1 Unless otherwise provided in this Agreement, all notices and other communications required or permitted to be given hereunder between the parties shall be in writing and shall be delivered by (i) hand, (ii) courier, (iii) registered post or (iv) transmitted by facsimile to the addresses stated at the top of this Agreement Communications in accordance with Clause 13.1 shall be deemed to have reached the recipient party: (i) If delivered by hand: when received; (ii) If delivered by courier: on delivery; (iii) If sent by registered post: five (5) days after delivery by post; (iv) If sent by fax: on the day of transmission, on the condition that a confirmation of transmission is given by the receiving party Any change of address shall be communicated to the other Party in accordance with Clause Page 8 of 19

9 14 Term and termination 14.1 This Agreement remains valid for a period of two (2) years from the Effective Date and is thereafter extended for periods of one (1) year unless terminated by either party giving notice of termination no later than two (2) months prior to the end of the current term If either party (i) fails to make payment or should commit or permit other material breach of any of the obligations herein contained and should fail to remedy such breach within thirty (30) days after receipt of notice from the complaining party, or (ii) has been declared bankrupt, commenced composition negotiations, suspended payments or is otherwise unable to make due payments, the other party is entitled to terminate this Agreement with immediate effect by written notice in accordance with Clause Upon termination or expiration of this Agreement, irrespective of reason, Distributor shall erase all Products, source code and any electronic copies of the Products. Distributor shall discontinue all further promotion and marketing of the Products, including but not limited to use of the Trademarks Distributor has no right to any compensation for goodwill or lost goodwill or other losses by reason of termination of this Agreement, irrespective of reason. 15 General 15.1 Distributor is not entitled to assign its rights or obligations pursuant to this Agreement without the written consent of CRM Extensions This Agreement does not in any manner prevent CRM Extensions from providing Products or services to Customers or any other party This Agreement constitutes the entire agreement between the parties hereto and any party who has in the past or who is now representing any of the parties hereto and merges all discussions among them and annuls and replaces any other prior agreement or understanding whether written or oral which may have existed between CRM Extensions and Distributor with respect to the subject matter hereof Any amendments or supplements to this Agreement shall be made in writing, as shall representations as to performance and other undertakings, consents and agreements in connection with this Agreement Should either party make a concession beyond the terms of this Agreement, such concession shall not alter or affect its rights or obligations on other occasions If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such ineffectiveness, unenforceability or illegality shall not affect the remaining parts Page 9 of 19

10 of this Agreement and such provision shall be reformed to and only to the extent necessary to make it effective, enforceable and legal. 16 Applicable law This Agreement shall be governed by the substantive laws of Denmark and each party agrees to submit to the Danish Institute of Arbitration. 17 List of appendices Appendix A: Maintenance agreement Appendix B: Sub-license Agreement Date: 1. November 2010 For: CRM Extensions ApS JAKOB BECH BENEDIKTSON Page 10 of 19

11 Appendix A Software Maintenance Agreement for CRM Extensions Software 1. UPDATE SERVICE AGREEMENT - SCOPE The Update Service Agreement shall solely cover the Licensee who has lawfully acq uired the right to use the Standard Software specified in the Software Agreement (such Standard Software hereinafter referred to as "the Software") in accordance with the License Agreement for the Software. The Update Service Agreement forms an integral part of the License Agreement The Licensor may at any time with three (3) months' written notice amend the terms and conditions for the update service. The Update Service Agreement covers: Access to updates/new versions of the Software. Updates/new versions of the Software are delivered free of charge on a machine readable medium. Installation of updates/new versions as well as consultancy services in connection herewith are not covered by the Update Service Agreement. Updates for user guides if applicable and any other documentation when issued according to the procedures laid down by the Licensor The Licensor has the sole and exclusive right to decide the content of the update and how and when updates/new versions are to be released The Update Service Agreement shall be made for all licenses for which license agreements have been made and not only for parts thereof The right to make use of updates/new versions shall be subject to the terms and conditions of this Update Service Agreement and those of the License Agreement for the Software, subject also to due payment of the service charges Unless otherwise agreed in this Update Service Agreement such updates/new versions of the Software shall automatically be governed by any and all provisions of the License Agreement for the Software, hereunder but not limited to the defined terms stated in the License Agreement. Page 11 of 19

12 2. FEES AND PAYMENT 2.1. Fees for the Update Service Agreement shall be 20 % p.a. of the list price for the Software at the of current time 2.2. The fees for the Update Service Agreement shall be invoiced once per year i n advance for a 12- month period. Licenses bought from 1 st of January to 31 st of June will be invoiced 1 st of July one(1) year after the purchase. Licenses bought from 1 st of July to 31 st of December will be invoiced 1 st of January one(1) year after the purchase When signing up for a License for supplementary modules, fees shall be invoiced on a pro rata basis up to the end of the current Agreement period Unless otherwise agreed, terms of payment shall be 14 days from invoice date and overdue accounts shall attract interest at the Licensor s rate for the time being in force for overdue accounts, currently 2% per month or part thereof. 3. PROCEDURAL RULES FOR INSTALLING UPDATES 3.1. The Licensee shall observe all oral and written instructions issued by the Licensor for installing and using the Software and the Software updates The Licensor shall be entitled to delay the provision of service under this Update Service Agreement until the Licensee confirms its agreement to the License in writing by its signature on the License Agreement. 4. UPDATE COMPATIBILITY 4.1. The Licensor cannot guarantee that the Licensee can make full, problem-free use of updates as released if the Licensee itself has made changes or has had a third party make changes to the existing elements of the Software The Licensor cannot guarantee compatibility between the Licensee s existing versions, modules, modifications of the Software and their functionality when the Licensee updates to new versions of the Software. The Licensor will endeavor to provide tools, programs, etc., when the Licensee updates to new versions of the Software. Page 12 of 19

13 5. TERM AND TERMINATION 5.1. This Update Service Agreement shall run for twelve (12) months at a time and will automatically be extended for a further period of twelve (12) months unless either party terminates this Update Service Agreement with three (3) months' written notice before the expiry of a such twelve (12) month period with effect from the end of such period In the event of material breach of this Update Service Agreement the non breaching party is entitled to terminate this Update Service Agreement provided that breach is notified with at least 30 days written notice and provided the breach is not remedied by the breaching party within this time limit. In case of termination in the event of the Licensor's material breach of this Update Service Agreement the Licensor shall repay the fee paid by the Licensee for the current period of twelve (12) months and the Licensee is not entitled to raise any further claims against the Licensor under this Update Service Agreement. In the case of termination in the event of the Licensee s material breach of this Update Service Agreement the Licensor shall not repay any fee paid by the Licensee Termination of the Update Service Agreement does not affect the validity of the License Agreement for the Software in any other way than described in the License Agreement regardless of the reason for termination If the Licensor terminates the License Agreement for the Software including the right to use the Software, the right to updates shall similarly cease. Any prepaid fees under the Update Service Agreement shall not be refundable The Update Service Agreement can only be entered into simultaneously with the purchase of the Software. If the Licensee terminates the Update Service Agreement the Licensee cannot subsequently acquire a new Update Service Agreement without also buying a new license for the Software at the same time or, alternatively, paying a non-recurring amount, determined by the Licensor, corresponding to the estimated update fees for the intervening period. 6. APPLICABLE LAW AND RESOLUTION OF DISPUTES 6.1. Disputes arising out of this Update Service Agreement as well as applicable law shall be settled in accordance with the covenants set out in the License Agreement and Software Agreement and/or Hardware Agreement entered into by the Parties. Page 13 of 19

14 Appendix B End-User License Agreement for CRM Extensions Software IMPORTANT: THIS END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, LICENSEE IS CONFIRMING ITS ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO BE BOUND BY THESE TERMS, LICENSEE MUST UNINSTALL THE SOFTWARE FROM ALL COMPUTERS. DEFINITIONS 17.1 End-User Means any person/business that has acquired a non-exclusive, non-transferable right to use the CRM Extensions Software for the End-User's own internal data processing operations IT System Means the Licensee s computer(s) on which the CRM Extensions Software shall operate regardless of whether the IT System is operated by the Licensee itself or by a third party Business Partner Means any company given the right by CRM Extensions to distribute and/or resell CRM Extensions Software Software Means the software obtained either though an authorized Business Partner or a software bought and/or downloaded by the Licensee from CRM Extensions Means CRM Extensions ApS, being the manufacturer and copyright holder of the CRM Extensions Software or part of it Licensor Means CRM Extensions a limited liability company duly incorporated under the law of the Kingdom of Denmark Licensee Means the legal entity accepting this End-User License Agreement Maintenance Means any and all updates, upgrades, revisions, additions, modifications, enhancements and new versions and releases of the CRM Extensions Software, as the context may require Permitted user Means the number of users for whom the Licensee has paid the agreed license fee Use or Using Means to access, install, download, copy or otherwise benefit from using the functionality of the CRM Extensions Software. SOFTWARE LICENSE SCOPE Subject to due payment of the applicable license fee, the Licensee obtains a non-exclusive, perpetual license to use the CRM Extensions Software for the at any time valid number of permitted users. The right of use is subject to the limitations set forth in this Agreement, including but not limited to the limitations set forth below in section 3. ( Intellectual Property Rights ). Page 14 of 19

15 17.12 GENERAL USE The Licensee may install and use a copy of the CRM Extensions Software on its IT-system but only up to the Permitted Number of users. If the number of user exceeds the number of Permitted users, additional License shall be purchased. The CRM Extensions Software may be used by a third party in connection with the fulfillment of a facility management agreement or outsourcing agreement to which the Licensee is a party BACKUP The Licensee is allowed to make one backup copy of the CRM Extensions Software, provided the backup copy is not installed or actively used on any IT-system. The licensee may not transfer the rights to a backup copy unless he transfers all rights in the CRM Extensions Software as provided under Section MAINTENANCE Supply of Maintenance to the Licensee is subject to separate agreement and if applicable payment by Licensee for such Maintenance. INTELLECTUAL PROPERTY RIGHTS In relation to the End-User the CRM Extensions Software and any copies hereof are the intellectual property of and are owned by the Licensor. The structure, organization and source code of the CRM Extensions Software are valuable trade secrets and confidential information of Licensor. The CRM Extensions Software is protected by copyright, including without limitation by Danish Law, international treaty provisions and applicable laws in the country in which it is being used. The Licensee is not allowed to make any unauthorized copies of the CRM Extensions Software. The Licensee may only copy the CRM Extensions Software, as expressly permitted in Section 2. ("Software License"). Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the CRM Extensions Software. The Licensee agrees not to modify, adapt or translate the CRM Extensions Software unless the Licensee can do so by means of embedded tools in the CRM Extensions Software and provided that the changes have been documented properly. The Licensee also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the CRM Extensions Software except to the extent it may be expressly permitted to decompile under applicable law, or it is essential to do so in order to achieve operability of the CRM Extensions Software with another software program, provided that the Licensee has first requested the Licensor to provide the information necessary to achieve such operability and the Licensor has not made such information available within reasonable time. The Licensor shall be entitled to impose reasonable conditions and to request payment from the Licensee of a reasonable fee before providing such information. Any information supplied by the Page 15 of 19

16 Licensor or obtained by the Licensee as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the CRM Extensions Software. Requests for information should be directed to the Licensor. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the CRM Extensions Software and such use of any trademark does not give the Licensee any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant the Licensee any intellectual property rights in the CRM Extensions Software. TRANSFER The Licensee may not rent, lease, sublicense or authorize all or any portion of the CRM Extensions Software to be copied and used by another person or legal entity. The Licensee may, however, transfer all its rights to the CRM Extensions Software to another person or legal entity provided that: (a) The entire CRM Extensions Software and all other software or hardware bundled or preinstalled with the CRM Extensions Software, and all copies, updates and prior versions hereof are also transferred to such person or entity, and; (b) No copies, including backups and copies stored on a computer are retained by the Licensee; and; (c) The receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which the Licensee legally purchased a license to the CRM Extensions Software. LIMITED WARRANTY EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND. CRM EXTENSIONS DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Where the Licensee within a period of three (3) months of the Licensee s signature of the License Agreement provides written documentation to the Licensor evidencing that the Software does not perform substantially in accordance with its technical documentation, and that there is a significant defect in the Software, (i.e. a defect characterized by one or more of the Software's vital business functions being unable to operate due to the defect rendering the Software inoperable), the Licensor shall either: 1) provide free of charge a new version of the Software without the defect. Any replacement of the Software will be subject to this limited warranty for the remainder of the original limited warranty period, or one (1) month whichever is longer; 2) rectify the defect free of charge or suggest methods of use/procedures whereby the defect will have no significant effect on the use of the Software; or 3) terminate the License Agreement and return the paid license fee. Page 16 of 19

17 Performance of the Licensor s obligations under this Clause shall comprise the Licensor's total maximum liability and the Licensor s entire obligation to the Licensee due to all and any defects in the Software, and the Licensee shall have no other claim against the Licensor as a result of s uch defects. This limited warranty shall not be applicable if defects in the Software or data media are caused wholly or partly by: 1) accidental circumstances, including damage to the Software by a third party; 2) misuse of the Software; 3) use of the Software contrary to the License Agreement; Other than as provided in Clause, license is granted to the Software "as is" with no other warranties, representations, obligations of remedy or rights other than those described above. Accordingly, the Licensee shall have no right to make claims against the Licensor if the Software contains defects and faults not covered by this Clause unless otherwise prescribed by mandatory rules of law. The limited warranty shall not be applicable after the expiry of the above -mentioned three (3) month period or if the Licensee fails to fulfil its obligation to pay license fees. It is a condition for the Licensee s use of the Software that the Licensee has lawfully acquired the right to use other necessary or required resources including software and hardware. Licensor warrants that it has sufficient right and interest in the CRM Extensions Software to grant the licenses granted above. Licensor shall defend, indemnify and hold harmless Licensee from and against any and all dama ge, cost and expenses (including reasonable attorneys' fees) incurred as a result of any claim, suit or proceeding brought against any it based on a claim that the use of the CRM Extensions Software constitutes an infringement of any patent or copyright, or an unauthorized trade secret use; provided that Licensor has been notified promptly in writing of such claim, and given authority, infor - mation, and assistance (at Licensor's expense) to handle the claim or the defense of any suit, proceeding or settlement. In the event that the CRM Extensions Software or any part thereof is in such suit held to constitute an infringement and/or its further use is enjoined, Licensor shall, provided that Licensee has duly paid for the license in question, at its own expense and at its option either: a) Procure for Licensee the right to continue the use of the CRM Extensions Software, or b) Replace the same with non-infringing software of equivalent function and performance, or c) Modify CRM Extensions Software so that it becomes non-infringing without detracting from function or performance. Should none of these measures prove successful in spite of Licensor using its reasonable best efforts, Licensor shall refund the aggregate amount of all license fees paid by Licensee to Licensor this refund being the Licensees sole remedy. If Licensee has not paid for the license the Licensee shall be obliged to terminate the use of the CRM Extensions Software upon the request of Licensor. Page 17 of 19

18 DISCLAIMER THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES ON PART OF THE LICENSEE FOR THE LICENSOR S BREACH OF WARRANTY. THE LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE LICENSEE MAY OBTAIN BY USING THE SOFTWARE. The provisions of this section 6 shall survive the termination of this Agreement, however caused, but this shall not imply or create any continued right to use the CRM Extensions Software after termination of this Agreement. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE IN THE LICENSEE S JURISDICTION, THE LICENSOR MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LIMITATION OF LIABILITY IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION. THE LICENSOR S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE BY LICENSEE. COMPLIANCE WITH LICENSES The Licensee shall be obliged - upon request from the Licensor - within thirty (30) days to fully document and certify that use of any and all CRM Extensions Software at the time of the request is in conformity with the valid licenses terms and conditions. GOVERNING LAW This Agreement will be governed by and construed in accordance with the substantive laws in force in the kingdom of Denmark. The Danish courts of Copenhagen DENMARK shall have jurisdiction over all disputes relating to this Agreement. U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE If the Licensee of the CRM Extensions Software is a unit or an agency of the United States Government, the terms of this Clause shall apply. FOR CIVILIAN AGENCIES: The CRM Extensions Software : Page 18 of 19

19 has been developed at private expense; is existing computer software and no part of it has been developed with government funds; is a trade secret of the Licensor for all purposes of the Freedom of Information Act; is a commercial item and thus, pursuant to Section of the Federal Acquisition Regulations (FAR), the Government s use, duplication or disclosure of the CRM Extensions Software is subject to the restrictions set forth in the Licensor s standard commercial license agreement incorporated into the contract or purchase order between the Licensor and the U.S. government agency ; in all respects is proprietary data of the Licensor; and is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense: The CRM Extensions Software is commercial computer software (and commercial computer software documentation), and pursuant to DFAR , use, duplication or disclosure of the CRM Extensions Software is subject to the restrictions set forth in the Licensor s standard commercial license agreement incorporated into the contract or purchase order between the Licensor and the U.S. Government agency. In the event of any technical data not being covered by these provisions, it shall be deemed technical data commercial items pursuant to DFAR (a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR (b). Page 19 of 19