END USER LICENSE AGREEMENT This Agreement contains the terms and conditions under which you (“Licensee”) agree to license the Software from TimeXtender. Please read and agree to the terms of this Agreement before downloading or taking the Software into use. 1. DEFINITIONS. The following terms shall have the meanings set forth below: “Agreement” means this End User License Agreement. "Documentation" means all and any electronic and written aids and specifications developed by TimeXtender in relation to the Software and any descriptions developed by TimeXtender in relation to the Software. "Education Materials" means all TimeXtender manuals, books, presentations, computer based training and tools in relation to the Software. "Software" means (i) all TimeXtender software products identified in a supplemental schedule; (ii) Updates and Upgrades to such Software; (iii) modifications and improvements of such Software, Updates and Upgrades; and (iv) all copies of the foregoing. “Subscription Fee” means the licence fees payable by Licensee as specified in a supplemental schedule hereto or as otherwise agreed with TimeXtender or a TimeXtender partner. “Subsidiaries” means any of Licensee’s fully owned subsidiaries. “TimeXtender” means TimeXtender A/S, a company incorporated under the laws of Denmark with company registration number 29216711. "Updates" means error corrections to the Software to the extent made available by TimeXtender from time to time. “Upgrades” means Software enhancements that accomplish incidental, structural, functional, and performance improvements to the extent made available by TimeXtender from time to time. 2. OWNERSHIP. Licensee acknowledges that the Software, Documentation and Education Materials, and all copyright, trade secrets and other right, title and interest therein, are the sole property of TimeXtender (and if applicable, its licensors) and that Licensee shall gain no right, title or interest in the Software, Documentation and Education Materials by virtue of this Agreement other than the non-exclusive right of use granted in Section 3. 3. SUBSCRIPTION. In consideration of Licensee’s payment of the Subscription Fee, TimeXtender grants to Licensee a non-transferable, sub-licensable (to the extent specified in this Section 3) and non-exclusive license to use the Software and any Documentation or Education Materials provided to Licensee in TimeXtender’s sole discretion. Licensee warrants and agrees that the Software, the Documentation and the Education Materials will be used only in accordance with this Agreement, and only for the benefit of Licensee and its Subsidiaries which may access and use the Software operated by Licensee. The Subsidiaries shall have no right to use the licensed rights except as expressly specified in the foregoing. Licensee is not entitled to, and shall not allow any third party to, alter or modify the Software. For the avoidance of doubt, the licence granted pursuant to the foregoing shall not cover any software which is separately priced and licensed by TimeXtender. 4. WARRANTY. TimeXtender warrants to Licensee that the Software, the Documentation and the Education Materials do not violate any copyright or patent or other third party intellectual property right. TimeXtender's sole obligation and liability in respect of a breach of this warranty shall (to the extent possible) be to modify or replace the Software or the Documentation to eliminate the infringement. 5. DISCLAIMER OF OTHER WARRANTIES. Except as provided in Section 4, all warranties, conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of TimeXtender or otherwise (including, but not limited to, any warranty or condition as to merchantability, satisfactory quality or fitness for particular purpose or of error-free and uninterrupted use of any Software including Updates and Upgrades) are hereby superseded, excluded and disclaimed. 6. REMEDY LIMITATIONS - LIMITATIONS OF LIABILITY. In no event, shall TimeXtender be liable for any: (a) loss of profits or loss of revenue; (b) loss of production or loss of contracts; (c) loss of goodwill; (d) third party claims; (e) loss of data or interruption in its use or availability; or (f) consequential, incidental or indirect loss; incurred by Licensee or its Subsidiaries. Furthermore, TimeXtender shall not be liable for any decision made by Licensee or its Subsidiaries based on the results of Licensee’s use of the Software or the Documentation. Notwithstanding anything to the contrary, the maximum aggregate liability of TimeXtender whether arising from negligence, breach of contract, misrepresentation or otherwise shall not in any circumstances exceed the Subscription Fee payable by Licensee for a one (1) year period. The limitations of TimeXtender’s liability set out in this Section 6 shall apply to the furthest extent permitted by applicable law. 7. ASSIGNMENT. Neither this Agreement nor any of Licensee’s rights or duties hereunder shall be assigned, sublicensed (except to the extent allowed pursuant to Section 3), sold or otherwise transferred by Licensee, including to any successor in interest to Licensee's rights, without TimeXtender's prior written consent. 8. TERM AND TERMINATION. This Agreement shall enter into force when a subscription for the Software is entered into and shall remain in force until the agreed expiration of the subscription as specified in the supplemental schedule or until terminated in accordance with this Section 8. Upon expiration of the initial term as specified in the supplemental schedule, or any extension hereof, the Agreement will automatically be extended for one year unless Licensee terminates it in writing with at least 30 days’ notice prior to expiration. This Agreement may be terminated by TimeXtender immediately and without notice if Licensee commits a material breach hereof. Notwithstanding the foregoing, this Agreement may be terminated by TimeXtender with a notice of thirty (30) days in case i) Licensee fails to pay the Subscription Fee within thirty (30) days of the due date or repeatedly fails to pay the Licensee Fee on the due date, or ii) any third party who is under an obligation to pay TimeXtender for the licence granted hereunder fails to do so. Upon termination of this Agreement, regardless of cause, Licensee and any Subsidiaries shall immediately cease all use of, and delete all copies of, the Software, the Documentation and the Education Materials. 9: GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and interpreted in accordance with Danish law. Any controversies or disputes arising out of or relating to this Agreement that cannot be settled amicably shall be resolved by binding arbitration in accordance with the Danish Institute of Arbitration Rules and the venue shall be the Danish Institute of Arbitration, Copenhagen, Denmark. 10. SEVERANCE. Each of the provisions of this Agreement is distinct and severable from the others and if at any time one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) of this Agreement shall not in any way be affected or impaired. 11. FORCE MAJEURE. Neither party shall be liable for any delays or failures to the extent that such delay or failure is caused, directly or indirectly, in whole or in part, by fire, flood, explosion, casualty, accident, acts of God or natural catastrophe, war, riot, strike, lock-out or other labour dispute or industrial disturbance, embargo, law, regulation, ruling, order or requirement of any government or government agency or authority, court, tribunal or military authority, shortage or failure of, or any other cause or circumstance beyond the affected party’s reasonable control. 12. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding of the parties as to the subject matter hereof and merges and supersedes all prior discussions and agreements with respect thereto. 13. U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE (Applies only to Licensees who are or who form part of an American public authority) If Licensee is a unit or agency of the United States government or is acquiring the Software for any such unit or agency, the Software and the Documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any modification, reproduction, release, performing, displaying or disclosing of the Software and/or related Documentation by the United States government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided, that are not covered by the above provisions shall be deemed to be "technical data - commercial items" pursuant to DFAR Section 252.227-7105(a). Any use, modification, reproduction, release, performing, displaying, or disclosing of such technical data shall be governed by the terms of DFAR Section 252.227-7015(b).