End User License Agreement

End User License Agreement (EULA)
1.

DEFINITIONS

1.1. "Licensee" shall mean a physical person or legal entity that has acquired a license to theSoftware.
1.2. "EULA" shall mean this standard End User License Agreement.
1.3. "ForNAV" shall mean ForNAV ApS, CVR number DK37045160.
1.4. "Initial Update Term" shall have the meaning set out in clause 6.3 below.
1.5. "Partner" shall mean the authorized reseller or distributor of ForNAV from whom theLicensee has purchased the license to the Software.
1.6. "Software" shall mean any software (whether provided as downloadable or as an online
service), tool, utility, documentation, or similar delivered by ForNAV including the license
file, and any revision, update, or upgrade hereto which are made available by ForNAV tothe End User under the terms and conditions set out in this EULA.
1.7. "Working day" shall mean Monday to Friday, except for national holidays in Denmark, and5th of June, 24th of December, and 31st of December.
2.

SCOPE OF THE END USER LICENSE

2.1. ForNAV hereby grants to the Licensee a non-assignable and non-exclusive right to use theSoftware in accordance with the terms and conditions set out in this EULA solely for theLicensee’s own internal business operations. The license is effective upon installation by
the Licensee and remains in force until termination by either party.
2.2. The Software can be licensed as (i) a perpetual license or (ii) a subscription license thatneeds to be renewed monthly or annually (every 12 months).
2.2.1. A perpetual license gives the Licensee a right to use the licensed version of theSoftware perpetually.
2.2.2. A subscription license gives the Licensee a right to use the Software (the current orat any time the latest version) one (1) month or one (1) year from the date ofpurchase. The ForNAV Pricelist will determine which options are available. If thesubscription license is not renewed, the Licensee no longer has any right to use theSoftware.
2.2.3. A subscription license is automatically renewed, unless the Licensee has informed
the Partner otherwise by giving three (3) months' written notice before the end of
an update term (a 12-month period) for a yearly subscription – or two (2) weeks’notice for a monthly subscription.
2.3. The Software is a standard product. It shall be the sole responsibility of the Licensee toensure that the functions of the Software fulfill the requirements and expectations of theLicensee.

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2.4. The Licensee’s right to use the Software requires that the Licensee has accepted the termsand conditions in this EULA. One license (perpetual or subscription) gives the Licensee theright to use the Software for one physical person or one legal entity, for the number ofusers and user types acquired, and for one database or one tenant.
2.5. The Licensee agrees that ForNAV may audit the Licensee's use of the Software forcompliance with this EULA at any time, upon reasonable notice. In the event that such anaudit reveals any use of the Software by the Licensee other than in full compliance withthe terms of this EULA, the Licensee shall reimburse ForNAV for all reasonable expenses
related to such an audit in addition to any other liabilities the Licensee may incur as aresult of such non-compliance.
2.6. In case of termination of the agreement with the Partner, ForNAV may with regard toForNAV’s Software take over or reassign the Licensee of the Partner to another partner.
2.7. In case the Licensee wants to reassign to another partner other than the Partner, theLicensee must inform ForNAV hereof in writing no later than two (2) months before theend of an update term, cf. clause 6 below.
3.

INTELLECTUAL PROPERTY RIGHTS

3.1. The Licensee shall obtain no rights to the Software. ForNAV retains all intellectual property
rights to the Software, updates, documentation, and all data enclosed in it, including, but
not limited to, copyright, trademarks and other rights, titles and interests in the Software.
3.2. The Licensee is not permitted to publish the Software without the explicit, written consentof ForNAV. This also applies to any documentation delivered by ForNAV.
3.3. The Licensee may not reverse engineer, decompile, or disassemble the Software except
when otherwise allowed by mandatory statutory provisions. The Licensee shall always
notify ForNAV in writing in advance of such acts.
3.4. Upon an infringement of ForNAV’s intellectual property rights, ForNAV shall be entitled toterminate this Agreement for cause with immediate effect, as per clause 11.2.
4.

USE OF THE SOFTWARE

4.1. By installing, copying, or otherwise using the Software, the Licensee agrees to be boundby the terms of this EULA.
4.2. The Licensee acknowledges that the use of some parts of the Software and licensing may
require connection to the Internet.
4.3. Should the Licensee use the Software, including any documentation, for another physicalperson or legal entity than the Licensee, ForNAV is entitled to a penalty amounting to twotimes ForNAV’s list price for the unpaid End User license. The penalty shall be calculated
in accordance with the list price of the End User license valid at the time ForNAV becomesaware of the unauthorized use of the Software.
4.4. The Licensee alone is responsible for the backup of all data, configurations, and settings
stored in the Software.

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5.

USE OF THE SOFTWARE WITH FORNAV ONLINE SERVICES

5.1. Some use of the Software requires the Software to use one or more online services in thecloud computing platform Microsoft Azure (or other cloud computing platforms). It is
expressly stated that ForNAV is not responsible for downtime or other interruptions in theservice relating to Microsoft Azure (or other cloud computing platforms) and/or otherwiseout of ForNAV's control.
5.2. The usage of ForNAV online services on Microsoft Azure (or other cloud computingplatforms) is covered by ForNAV, based on "fair usage" consumption. This is defined asexecuting 100 pages (print to printer, PDF, Microsoft Word, preview, Save As…) per user
per day, measured as an average over 30 days. For the "unlimited users" license, this isdefined as 1000 pages (print to printer, PDF, Microsoft Word, preview, Save As…) per day,measured as an average over 30 days. Should the number of pages exceed this, ForNAV
reserves the right to invoice the Licensee for additional cloud computing usage.
5.3. When using the ForNAV online services, data are transferred to and from the service. Thisdata is not stored or logged by ForNAV. The Licensee accepts that ForNAV can have accessto data as part of a support incident, preventive troubleshooting, debugging, or otheractivities to ensure stable operation of the ForNAV online services. ForNAV may collecttelemetry data about usage of the software for performance, optimization, improvement,and statistics.
6.

UPDATES

6.1. ForNAV will use its best endeavors to ensure on-going development of the Software,
including correction of errors and inexpediency and, at the discretion of ForNAV, to change
the Software with the aim of making the Software compatible with new versions of thirdparty’s standard software.
6.2. Subscription license:
6.2.1. When purchasing a subscription license to the Software, an update fee is includedin the subscription license, thus the Licensee will have access to relevant updates.
6.3. Perpetual license:
6.3.1. When purchasing a perpetual license to the Software, the purchase of relevant
updates is mandatory in the first year (the "Initial Update Term"). The Initial Update
Term runs from the date of purchase for the following 12 months. The Licensee
must pay an update fee for the Initial Update Term, according to the ForNAVPricelist.
6.3.2. After the expiry of the Initial Update Term, the Licensee will have access to relevant
updates, unless the Licensee has informed the Partner otherwise by giving three(3) months' written notice to the end of an update term (a 12-month period). The
Licensee must pay an update fee for access to these updates, according to theForNAV Pricelist.
6.3.3. Should the Licensee decide not to renew, the Licensee will no longer be eligible forany new updates, to support, nor to purchase any additional users or features tothe license.
6.4. In the event that the Licensee has terminated this Agreement with or without cause inaccordance with the provision in clause 11 and wants to reactivate it, the Licensee must
pay for both the updates that have been released in the inactive term and any new updates.

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The update fee for the inactive term (the retroactive fee) shall be calculated on the basisof the license fee paid at the time of the acquisition of the license, in accordance with theForNAV Pricelist. The retroactive fee is calculated yearly with the percentage rate stipulated
in clause 6.3.1 plus three (3) percentage points.
6.5. The Licensee acknowledges that updates to the Software may not work with the Licensee’s
hardware, add-ons, third-party software, or custom fit adjustments or modifications.
6.6. The use of updates is the sole responsibility of the Licensee, and the Licensee should install,test, and validate any update in a similar test environment, before installing on theirproduction system.
7.

SUPPORT

7.1. The Partner is the Licensee’s first point of contact and reference in respect to all mattersconcerning the Software, including but not limited to support.
7.2. ForNAV offers online support to the Partner.
7.3. Support enquiries that are not related to errors that are reproducible in the most recent
version of the Software and in the most recent version of the Microsoft Dynamics 365
Business Central standard database and that cannot be answered electronically or that
require more in-depth conversation or meetings, will be invoiced according to the ForNAV
Pricelist.
8.

ASSIGNMENT

8.1. The Licensee is not entitled to lend, lease, sublicense, transfer, or otherwise assign its
rights and obligations given under this Agreement without ForNAV’s prior written consent.
Any assignment shall not be legal without ForNAV’s prior written consent. Assignment also
includes transfer or adoption in connection with a merger, demerger, outsourcing, andsimilar events or activities within and outside the group of companies to which the Licensee
belongs.
8.2. If the Licensee assigns the Software in conflict with the provisions above, ForNAV mayterminate this Agreement with immediate effect, as described in clause 11.
8.3. ForNAV may at any time in full or in part assign its rights and obligations under thisAgreement to any third party.
9.

INFRINGEMENTS OF THIRD-PARTY RIGHTS

9.1. ForNAV represents and warrants that it has the right to license the Software, including any
documentation, to the Licensee, and that ForNAV holds the necessary rights, titles, andlicenses to allow the Licensee to perform all rights contemplated by this Agreement, andthat the Software does not infringe any third-party's right that is valid within andenforceable in Denmark.
9.2. The above representations and warranties do not apply to infringements or
misappropriations resulting from modifications of the Software, including any
documentation, by the Licensee, or the Licensee's operation or use of the Software withdevices, data, or software furnished by the Licensee. If the Licensee embeds fonts or any
other third-party intellectual properties using the Software, it is the sole responsibility of
the Licensee to have the necessary rights to do so.

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9.3. If a third party towards the Licensee claims that the Software infringes third-party rights,
the Licensee shall immediately inform ForNAV in writing and ForNAV shall take over thedefense of the claim. ForNAV shall at its cost have full control of any proceedings arisingout of any infringement of third-party rights.
9.4. If the Licensee becomes aware of any infringement or potential infringement of theSoftware it shall promptly notify ForNAV in writing.
10.

PROVIDED "AS IS"

10.1. The Software and any related documentation is provided "as is" without warranty of anykind, either express or implied, including, without limitation, the implied warranties ormerchantability, fitness for a particular purpose. The entire risk arising out of use or
performance of the Software remains with Licensee.
10.2. The Software delivered under this Agreement is a standard product, and the Licensee isaware that no software product is faultless in all situations and combinations.
10.3. ForNAV shall not be liable for any defects. This Agreement includes neither warranty
against defects, nor any warranty of fitness or suitability for a particular purpose.
10.4. Immediately after a reproducible error or defect is discovered or should be discovered, theLicensee must give notice to ForNAV’s Partner whom the Licensee is cooperating with at
the time of the notification. Upon notification, the Licensee must specify the error or defect.
10.5. ForNAV will use its best endeavors to remedy errors and defects which are reproducible inthe most recent version of the Software and in the most recent version of the Microsoft
Dynamics 365 Business Central standard database.
10.6. The actual scope and procedure for remedy of any errors or defects is at the free andindependent discretion of ForNAV, who may remedy essential errors and defects byreleasing an update of the Software. ForNAV will remedy non-essential errors and defects
to the extent ForNAV finds it necessary.
11.

TERMINATION

11.1. The Licensee may terminate this EULA for the future at any time by ceasing the use of theSoftware and promptly destroying and deleting all copies, including any documentation.
The Licensee shall not be entitled to any refund of the license fee.
11.2. In the event that the Licensee fails to comply with any of the terms or conditions of thisAgreement, ForNAV may terminate for cause the Licensee's right to use the Software,including any documentation, at any time upon a written notice of 30 days. Upon suchtermination the Licensee must destroy and delete all copies of the Software, including anydocumentation. The Licensee shall not be entitled to any refund of the license fee uponsuch termination.
12.

LIABILITY OF THE LICENSEE

12.1. General rules of Danish law are applicable to the Licensee’s breach of contract. In the eventof the Licensee's breach of any of its obligations set out in this EULA, ForNAV shall beentitled to terminate this EULA with immediate effect.

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13.

LIMITATION OF LIABILITY

13.1. ForNAV expressly disclaims any liability, whether expressed or implied with regard to (i)defects and errors, which are not related to the Software, but which are related to externalfactors, including other software products of the Licensee, (ii) acts or omissions of thePartners of ForNAV (iii) the interaction between the Software and any other hardware
and/or software environment and organization at the Licensee’s location or at any remotelocation, including but not limited to hosting or data centers (iv) errors, defects, andinexpediency of third-party’s standard products, delivered by ForNAV (v) the Licensee’schanges and/or modifications in or with the Software, and (vi) compatibility between theSoftware and any new version, update etc. of third-party’s software.
13.2. ForNAV shall not in any way be liable for circumstances related to the non-fulfilment of theLicensee’s duties in respect of this Agreement. In no event shall ForNAV be held liable forany damage resulting from loss of data, loss of profits or goodwill or other consequential
damages. ForNAV's liability can under no circumstances exceed the license fee paid by theLicensee under the Agreement excluding any update fee paid in accordance with clause 6
above.
14.

CHANGES TO THIS AGREEMENT

14.1. ForNAV’s Partner or distributor of the Software may not under any circumstances deviate
from or make changes to these terms and conditions without ForNAV’s explicit consent inwriting, which must be made in accordance with the provisions in ForNAV’s articles ofassociation relating to the power to bind ForNAV.
15.

VALIDITY

15.1. If any provision in this Agreement is held to be illegal, invalid, or unenforceable, suchprovision(s) shall nonetheless be enforced to the fullest extent permitted by applicable law,so as to reflect the original intent of the parties. Such provision(s) shall not affect thelegality and validity of the other provisions in this Agreement.
16.

GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This EULA shall be governed and construed by Danish law, and supersedes all prior andcontemporaneous oral and written proposals and communications respecting the subject
matter hereof.
16.2. The Parties will use all reasonable efforts to solve any controversy that may arise from this
EULA amicably at senior management levels of both parties. Disputes that cannot besettled amicably shall be settled at the Copenhagen City Court.
17.

INTERPRETATION

17.1. If any provision of this EULA is held illegal or unenforceable by any court of competentjurisdiction, such provision shall be deemed separable from the remaining provisions of
this agreement and shall not effect or impair the validity or enforceability of the remaining
provisions of this agreement.

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