FORM OF END USER LICENSE AGREEMENT proMX SOFTWARE LICENSE AGREEMENT IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN CLIENT AND proMX. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION, LIABILITY DISCLAIMERS AND SUPPORT INFORMATION. BY INSTALLING AND USING THE SOFTWARE, CLIENT IS CONFIRMING ITS ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MUST UNINSTALL THE SOFTWARE FROM ALL COMPUTERS. 1.Definitions (a) “proMX” means proMX AG and its licensors, if any. (b) “Software” means only the proMX software program(s) supplied by proMX AG herewith or as downloaded from the proMX web site or any other site (e.g. Microsoft Dynamics Marketplace, Pinpoint, proMX partner websites etc.), and corresponding documentation, associated media, printed materials, and online or electronic documentation. (c) “Client” means the company that has purchased the Software (whether through a proMX Reseller Partner or directly from proMX for use with their production installation of Microsoft Dynamics 365. (d) “Partner” means the authorized proMX Reseller Partner from whom Client has purchased the Software. 2.License Grants (a) Client may install the Software on Microsoft Dynamics 365 server computers or Microsoft Cloud that have Windows operating systems which are compatible with Microsoft Dynamics 365; provided, however, that, notwithstanding anything contrary contained herein, Client may not use the Software for more than one production installation of Microsoft Dynamics 365. (b) Client agrees that proMX may audit its use of the Software for compliance with these terms at any time, upon reasonable notice. Online checks will be done continuously by the software itself. (c) Client’s license rights under this License Agreement are non-exclusive. 3.License Restrictions (a) Client may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. (b) Client may not sell, rent, lease, or sublicense the Software. (c) Client may not modify the Software or create derivative works based upon the Software. (d) Client may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder. (e) In the event that Client fails to comply with this License Agreement, proMX may terminate the license and Client must destroy all copies of the Software (with all other rights of both parties and all other provisions of this License Agreement surviving any such termination). 4.Ownership The foregoing license gives Client limited license to use the Software. proMX and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this License Agreement, including Federal and International Copyrights, are reserved by proMX and its suppliers. 5.LIMITED WARRANTY & WARRANTY DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE (INCLUDING ANY EMBEDDED SOFTWARE) AND ALL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND proMX SOLUTION 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. proMX SOLUTIONS DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON proMX SOLUTION. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, YOU (CLIENT) ACKNOWLEDGE THAT NEITHER YOU NOR ANY OF YOUR REPRESENTATIVES HAVE RELIED ON ANY REPRESENTATIONS MADE BY proMX SOLUTIONS OR ANY proMX REPRESENTATIVE IN RELATION TO THE SOFTWARE AND/OR DOCUMENTATION EXCEPT FOR THOSE EXPRESSLY STATED IN THIS AGREEMENT. YOU (CLIENT) FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF YOUR NETWORK, INCLUDING WITHOUT LIMITATION ANY INTERNET TRANSACTIONS AND COMMUNICATIONS CARRIED OUT USING ITS NETWORK WITH THIRD PARTIES, WHETHER MADE THROUGH ACCESS TO OR USE OF THE SOFTWARE OR NOT. 6.LIMITATION OF LIABILITY (a) NEITHER proMX NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF proMX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (b) proMX TOTAL LIABILITY TO CLIENT FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY CLIENT FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. (c) (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT AND CLIENT MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. (d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS LICENSE AGREEMENT. 7.Maintenance, Support and New Releases Customers that purchase a proMX product are entitled to support and new releases ( does not include upgrades to newer Microsoft Dynamics 365 versions) of the purchased product for one year from the time of purchase of the first product licenses. Subsequent purchases of additional licenses of the same product fall under the terms of the initial purchase. After one year from initial purchase, Client may purchase annual software maintenance at 20% of the actual list price of the software. In all cases where an additional year of maintenance is purchased, the term of that maintenance will commence as of the expiration date of the original maintenance period. For example, an organization that purchases proMX products on January 1, 2005 and waits to renew support until February 2006 will receive support through December 31, 2006; one year starting from the expiration of the original term. If Software is purchased by Client through an authorized proMX Solutions Reseller partner (“Partner”) and Client pays annual support fees, Partner is responsible for providing support for Software and Client may request support by contacting Partner directly. Partner may contact proMX Solutions to request support as needed. If Software is purchased by Client directly from proMX Solutions, Client may contact proMX Solutions directly to receive support. In this case, support is provided to one administrative contact per licensing organization and is limited to assistance troubleshooting errors in the proMX applications related to installation or proper functioning of the application. proMX provides detailed product installation guides, users guides and videos on our web site at each product’s individual home page. proMX provides product support and resources through proMX Solutions reserves the right to stop support, upgrades and/or enhancements to Software at any time and without reason. In the event proMX Solutions decides to stop support, upgrades and/or enhancements Client will be entitled to a refund on any remaining amount paid by Client for support of Software. Remaining amount will be determined on a pro-rated basis based on number of days of support remaining. Support will not be provided for customized versions of proMX products whether customized by proMX or the end client. Users of customized versions of proMX product may purchase support and receive all new releases. However, proMX does not guarantee that new releases will work with customized versions nor will proMX modify its products to do so without an additional services charge. 8.Basis of Bargain The Warranty Disclaimer, Exclusive Remedies, Limited Liability and Support/Upgrade/Enhancement set forth above are fundamental elements of the basis of the agreement between proMX Solutions and Client. proMX Solutions would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer, Exclusive Remedies, Limited Liability Support/Upgrade/Enhancement inure to the benefit of proMX Solutions' licensors. 9.U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND This Software and the documentation are provided with “RESTRICTED RIGHTS” applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this License Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19 or FAR 52.227-14 as applicable. Manufacturer: proMX AG, 90409 Nuremberg, Nordring 100, Germany. 10.(Outside of the USA) Consumer End Users Only The limitations or exclusions of warranties and liability contained in this License Agreement do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business). The limitations or exclusions of warranties, remedies or liability contained in this License Agreement shall apply to Client only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where Client is located. 11.Transferability Licenses of proMX products may only be used by the licensing organization. They may not be transferred, re-sold or otherwise assigned to another organization. 12.General This License Agreement shall be governed by the internal laws GERMANY, without giving effect to principles of conflict of laws. Client hereby consents to the exclusive jurisdiction and venue of the state courts sitting in GERMANY to resolve any disputes arising under this License Agreement. In each case this License Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. This License Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Client agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by Client in relation to the Software licensed hereunder shall be of no effect. The failure or delay of proMX Solutions to exercise any of its rights under this License Agreement or upon any breach of this License Agreement shall not be deemed a waiver of those rights or of the breach. No proMX Solutions dealer, agent or employee is authorized to make any amendment to this License Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. All questions concerning this License Agreement shall be directed to: proMX AG, 90409 Nuremberg, Nordring 100, Germany. proMX Solutions and other trademarks contained in the Software are trademarks or registered trademarks of proMX AG. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Client may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This License Agreement does not authorize Client to use proMX Solutions' or its licensors' names or any of their respective trademarks.