SOLUTIONS FACTORY CONSULTING - END USER LICENSE AGREEMENT

1. LICENSE

1.1. This End User License Agreement (“EULA”) applies to the software of Solutions Factory Consulting (“Software”) that is provided to you (“You” or “Your”) with this EULA and under the condition that you accept these terms and conditions of this EULA.

1.2. The Software is licensed to you by LLP Solutions Factory Consulting, Aimanova street 126, office 301, 050057 Almaty, Kazakhstan, or one of the Solutions Factory Consulting affiliates as identified on the platform which supplied you the Software or in your Specific Agreement with Solutions Factory Consulting of a Solutions Factory Consulting entity (“SF Consulting”).

1.3. This EULA also applies to any upgrades, updates and/or hotfixes of the Software, even if this EULA was not supplied (again) with the upgrade, update or hotfix. However, when you extend a license, the then-current version of this EULA will apply until the renewal date of your subscription or Enhancement Plan.

1.4. The Software is protected by copyright and is licensed to you under one of two licenses:

Perpetual License: upon payment of a one-off license fee, you receive a copy of a specific version of the Software, as code installed on your premises or hosted for you by a third party acting as your agent which can be used without any time limit.

Subscription License: upon payment of a recurrent license fee (e.g. monthly or yearly) you receive access to the latest version of a Software for a limited amount of time (e.g. a month or a year).

1.5. You may only use the Software for internal business purposes. SF Consulting reserves all other rights.

1.6. You may make multiple copies of the Software for backup, development, and testing purposes, as long as such copies are not used in a production environment.

1.7. You may install and use permitted copies of the Software on Servers and other devices that are under the day-to-day management and control of third parties, provided all such Servers and other devices are and remain fully dedicated to your use. You are responsible for all of the obligations under this End User license agreement regardless of (the physical location of) the Server upon which the Software is used.

1.8. The Software is licensed based on:

• The number of your users that access the Software; and/or

• The tasks enabled by your users in the Software; and/or

• The module your users are working with in the Software; and/or

• The instance your users are working in the Software; and/or

• The duration of the license.

1.9. The license mode depends on user, device, component, module or any other modus indicated by SF Consulting in the ordering documentation or your Specific Agreement.

1.10. Depending on the Software, the Software may be licensed per (i) module, (ii) named user, (iii) instance, or (iiii) a combination of the three.

1.11. You may not:

• reverse engineer, decompile, or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation;

• make more copies of the Software than specified in this agreement, or allowed by applicable law, despite this limitation;

• publish the Software for others to copy;

• distribute, rent, lease, lend or sublicense (copies of) the Software, not even if you are not using the Software(licenses) yourself; or

• use the Software for commercial Software hosting services.

• download or otherwise remove copies of Software or source code.

1.12. Your right to use the Software begins when your applicable Subscription or Perpetual License is activated and ends when your Subscription License is terminated. You must uninstall the Software from all of your (hosted) systems when your right to use it ends. SF Consulting may disable the Software at that time.

1.13. For the Software that functions in cooperation with a Microsoft Dynamics 365 license, Microsoft Power Platform or Microsoft Azure license are in accordance with the applicable Microsoft terms. In order to use such Software, you need a valid license for Microsoft Dynamics 365 and/or Microsoft Power Platform and/or Microsoft Azure. Nevertheless, the Microsoft and SF Consulting licenses are independent of each other and may have a different term. The termination of a Microsoft license does not automatically terminate the SF Consulting license and vice versa.

1.14. Be aware that the Microsoft Dynamics 365 licenses for any user is defined by its respective access to Microsoft Dynamics 365 itself. This may be a different type of user license compared to the user licenses of Licensor. For more details about the Microsoft policy, please refer to your applicable Microsoft Dynamics 365 Licensing Guide.

1.15. The required Microsoft Dynamics 365 or Microsoft Power Platform licenses are defined by the user rights (database access) in Microsoft Dynamics 365 and Microsoft Power Platform itself and shall be managed by you (or perhaps together with your Microsoft Reseller). Licensor’s Software itself does not affect this. Licensor’s licensing policy is based on Microsoft’s Dynamics 365 and/or Microsoft Power Platform licensing policy as known to date. Microsoft may change its policy over time and it is your responsibility to comply with the Microsoft policy currently in effect. Licensor cannot take any responsibility for such compliance and may be required to adjust its own policy accordingly.

1.16. The ability to access, extract and retain customer data produced in the use of the Software shall first and foremost be organized by Microsoft in accordance with the applicable Microsoft license terms. Microsoft is responsible for implementing, maintaining and following appropriate technical and organizational measures to protect your customer data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction. SF Consulting can neither be held accountable nor liable in this respect.

1.17. If you request SF Consulting to create a customer specific modification to the Software, SF Consulting reserves the right to, at some point in time, integrate (a part of) this modification or equivalent functionality into a new version of the Software. You shall have no right to any restitution or compensation for such a modification.

1.18. SF Consulting may recommend you to download to your devices updates or supplements to the Software. Some online services may require, or may be enhanced by, the installation of local Software (e.g., agents, device management applications) (“Apps”). The Apps may collect data about the use and performance of the Software, which may be transmitted to SF Consulting and used for the purposes described in this EULA.

1.19. The Software may contain third party proprietary software components. Unless otherwise disclosed in those software components, SF Consulting, not the third party, licenses these components to you under SF Consulting’s EULA. Microsoft software components are always subject to the respective Microsoft licenses.

1.20. You may not transfer the SF Consulting Software to a third party without SF Consulting’s prior written consent. There may be additional charges for a transfer to a third party.

1.21. This license does not include any Azure SQL Database Storage, Azure Binary Large Objects (BLOB) cloud storage for files and binary data, or any other type of data storage and/or data backup facilities or other solutions such as Azure VM.

1.22. You are not allowed to access or use the Software:

• in a way prohibited by law;

• to violate the rights of others;

• to try to gain unauthorized access to or disrupt any service, device, data, account or network;

• to spam or distribute malware; or

• in a way that could harm the Software or impair anyone else’s use of it.

1.23. Licensor may use technical measures to enforce terms that restrict your use of certain versions of the software and may verify compliance with the terms as provided in this license agreement. Some SF Consulting Solutions may be protected by technological measures and may require activation or validation, to install or access them. You may not duplicate license keys without SF Consulting’s prior written consent.

1.24. Hardware, Software or any other (manual) mechanism you use to:

• pool connections,

• reroute information,

• reduce the number of users that directly or indirectly access or use the Online Service or (related Software), or

• reduce the number of OSEs, devices or users the Online Service directly manages, (sometimes referred to as

“multiplexing” or “pooling”),

• does not reduce the number of licenses of any type you need.

2. NEW VERSIONS & ENHANCEMENT PLAN

2.1. The Enhancement Plan gives you the right to updates of the Software. Such updates may include error recovery, new and improved features, adaptation to current legislation and accounting practices. You may use the updates upon release.

2.2. The fee of the Enhancement Plan depends on the type of license. The Enhancement Plan is always included in a subscription license fee. For perpetual licenses you shall be charged with a separate fee.

2.3. SF Consulting may, at its discretion and insight, improve and adapt the Software in order to be able to meet any future demands of its customers. These improvements will result in new versions of the Software. You shall be entitled to such new versions as long as you have a valid license which includes the Enhancement Plan or you have subscribed to the Enhancement Plan.

2.4. However, SF Consulting cannot guarantee that you can utilise all upgrades, updates and hotfixes as this will depend on a variety of factors, including, but not limited to, your configuration and any changes, customisations or modifications to the Software or to your hardware platform. Furthermore, the upgrades, updates and hotfixes are based on the latest standard version of the Software, and it is your responsibility to ensure that the functions and effect of the upgrades, updates and hotfixes fulfil your requirements. SF Consulting disclaims all liability in this respect.

2.5. After the expiry or termination of the license, you may no longer use, implement or download any upgrades that are released and you must cease use of the Software upon termination or expiry, including the use of copies you made, unless you were granted a perpetual license to the Software.

2.6. If you have a perpetual License without an Enhancement Plan and you need any upgrades, updates or hotfixes after the termination of the Enhancement Plan, you will have to enter into a new Enhancement Plan and additional fees may be charged based upon the amount of time during which no Enhancement Plan was in place.

2.7. If SF Consulting discontinues the cooperation with a reselling partner, SF Consulting is entitled to transfer and/or assign all your rights and obligations with that reselling partner to SF Consulting or another reselling partner.

2.8. Other services by SF Consulting than making the upgrades, updates and hotfixes available are not included in the license fees.

2.9. Downward compatibility of (new) versions of the Software with any related Software is not warranted. SF Consulting shall use best endeavors to ensure the most recent version of the Software is compatible with the most recent version of Microsoft Dynamics 365. However, since SF Consulting potentially has to update its Software after new versions of Microsoft Dynamics 365 or Microsoft Power Platform have become available, there may be some delay in availability of compatible versions of the Software. SF Consulting cannot be held accountable in any way for such delay temporarily preventing any update of Microsoft Dynamics 365 or Microsoft Power Platform.

3. INTERNET BASED SERVICES

3.1. Certain features in the Software may connect to SF Consulting or third-party service providers over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, see the documentation. By using these features, you consent to the transmission of this information. SF Consulting does not use the information to identify or contact you.

3.2. Certain features in the Software use Internet protocols, which send computer information to the appropriate systems, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using and the language code of the device on which you installed the Software. SF Consulting uses this information to make the Internet-based services available to you. Some of these features include, but are not limited to, web content features. Features in the Software can retrieve related content from SF Consulting or third parties and provide it to you. To provide the content, these features send to SF Consulting the type of operating system, name and version of the software you are using, type of browser and language code of the device on which you installed the software. Examples of these features are clip art, templates, online training, online assistance and Appshelp. You may choose not to use these web content features.

3.3. SF Consulting may use the device information, error reports, and malware reports to improve its Software and services. SF Consulting may also share it with others to improve how products run with the Software.

3.4. You may not use these Internet based services in any way that could harm them or impair anyone else’s use of them. You also may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

4. VERIFYING COMPLIANCE

4.1. You are required to keep records (including proof of purchase) relating to the Software you use under this EULA. SF Consulting has the right to verify compliance with this EULA. This right to verify compliance expires three (3) years after the applicable licenses have been terminated regardless of the cause of termination. You agree to provide reasonable cooperation in the event of a compliance audit.

4.2. SF Consulting may via an audit or automatically via code embedded in the Software check the version of any of its Software. Devices on which the Software is installed may periodically provide information to enable SF Consulting to verify that the Software is properly licensed. This information includes the Software version, the end user’s user account, product ID information, a machine ID, and the internet protocol address of the device. You agree to keep any mechanism in the Software to provide and transmit such information fully operable. If the Software is not properly licensed, its functionality may be affected.

4.3. To verify compliance, SF Consulting may engage an independent accountant from an internationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your business operations. As an alternative, SF Consulting may require you to complete SF Consulting’s self-audit questionnaire relating to the Software you use under this EULA, but reserves the right to use a verification process as set out above.

4.4. SF Consulting’s auditors will use the information obtained in compliance verification only to enforce SF Consulting’s rights and to determine whether you are in compliance with the terms of this EULA. By invoking the rights and procedures described above, SF Consulting does not waive its rights to enforce this EULA or to protect its intellectual property by any other means permitted by law.

4.5. If verification or self-audit reveals any unlicensed use of Software, you must promptly order sufficient licenses to cover your use. If unlicensed Software use is found, you shall reimburse SF Consulting for (1) the costs SF Consulting has incurred related to the verification and (2) the damage SF Consulting has suffered.

4.6. The Software may enable third party intellectual property protection features (“IP Protection Features”) that restrict your access to third-party solutions you use, but that are not included with the Software. Your use of such third-party solutions is governed by the license terms that accompany those solutions. You agree that SF Consulting is responsible for any failures or problems associated with such IP Protection Features. SF Consulting does not, and will not, have any obligation to provide technical or other support for such IP Protection Features. SF Consulting does not make any representation or warranty with regard to the functionality associated with those IP Protection Features.

5. EVALUATION LICENSE

5.1. If the Software you have received with this license is an evaluation version, then this section applies.

5.2. Evaluation Software is provided to you for evaluation purposes only. It is not allowed to install this Software on your Production Environment. The evaluation Software is provided to you "AS-IS", and SF Consulting disclaims any warranty or liability obligations to you of any kind. Where legal liability cannot be excluded for evaluation Software, but it may be limited, SF Consulting’s liability shall be limited to the sum of one hundred Euro (€ 100,-) in total.

5.3. You acknowledge that any research or development that you perform regarding the evaluation Software is done entirely at your own risk.

5.4. If requested by SF Consulting, you will provide feedback to them regarding testing and use of the evaluation Software, including error or bug reports.

5.5. You may not sublicense, lease, loan, rent, or transfer the evaluation Software.

5.6. An evaluation Software license is only valid for a limited period of time, to be agreed with SF Consulting. If not specifically agreed differently, this period will be 30 days after the Software has been made available to you. You will uninstall every copy of the evaluation Software from all your computer systems within 7 days after the evaluation Software license has expired.

5.7. Evaluation Software will only be provided suitable to cooperate with the most recent version of Microsoft Dynamics 365, Microsoft Power Platform or Microsoft Azure. No backward compatibility with previous versions of Microsoft Dynamics 365, Microsoft Power Platform or Microsoft Azure is warranted.

6. TERM AND TERMINATION

6.1. Subscription Licenses Unless agreed otherwise, the term of a subscription license is one (1) year. A subscription license will be automatically extended for a new term of one (1) year unless you notify SF Consulting of your intention not to extend such license ninety (90) days prior to the end of the term.

6.2. Perpetual LicensesThe term of a perpetual license is unlimited in time. However, the right to updates of the Software provided under the perpetual license is only available to you, if you purchase the Enhancement Plan for the Software. Unless agreed otherwise, the term of the Enhancement Plan is one (1) year. An Enhancement Plan will be automatically extended for a new term of one (1) year unless you notify SF Consulting of your intention not to extend the Enhancement Plan ninety (90) days prior to the end of the term.

6.3. Suspension. If you violate the EULA SF Consulting may suspend your access to the Software. Unless an immediate suspension is required, SF Consulting shall provide reasonable notice before suspending your access to the Software.

6.4. Termination for cause. You or SF Consulting may terminate a subscription license or Enhancement Plan (i) upon thirty (30) days written notice of the other party’s material breach of this EULA, unless the breach is cured during that thirty day period or (ii) immediately, if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors. SF Consulting may terminate a license or an Enhancement Plan upon thirty (30) days written notice if you fail to pay the due fees. You shall pay license fees and Enhancement Plan fees before the beginning of a (extended) term. Once a license or Enhancement Plan has been invoiced, it is non-refundable.

7. LIMITED WARRANTY

7.1. SF Consulting warrants that the Software shall perform substantially as described in the documentation and instructions provided with the Software.

7.2. This limited warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond SF Consulting’s reasonable control.

7.3. If the Software does not perform in accordance with section 10.1, SF Consulting shall at its discretion repair, replace, supplement or update the Software. If SF Consulting cannot substantially correct the deficiency in a commercially reasonable manner, you may end the license. SF Consulting shall refund you the last term of the subscription license or Enhancement Plan fees you paid for the particular Software. To the extent permitted by applicable law, you accept this as your sole remedy to a breach of the limited warranty.

7.4. Except as expressly provided in this EULA, SF Consulting makes no other representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, noninfringement or results to be derived from the use of or integration with any Software provided under the Agreement, or that the operation of any Software will be secure, uninterrupted or error free. You agree not to be relying on delivery of future functionality, public comments or advertising of SF Consulting or product roadmaps in obtaining subscriptions for any Software.

7.5. The Limitation on and exclusion of damages clause below applies to breaches of this limited warranty.

7.6. SF Consulting reserves the right to provide bug fixes by means of a new version of the Software in accordance with section 3. SF Consulting’s support policy is aligned with Microsoft’s support policy, which means that SF Consulting will support a version of the Software as long as Microsoft supports the corresponding Microsoft Dynamics 365, Microsoft Power Platform and/or Microsoft Azure version.

7.7. SF Consulting has tested its Software to be able to function properly, as applicable, in combination with Microsoft Dynamics 365, Microsoft Power Platform and Microsoft Azure. SF Consulting shall however not be liable for, any quality, functionality, performance, security and/or (data-) availability issues that occur with the Software in case Microsoft Dynamics 365, the Microsoft Power Platform and/or Microsoft Azure should be malfunctioning and the impact of this malfunctioning is influencing the Software. SF Consulting shall neither be accountable nor liable for not being able to meet any agreed service levels as a result of such malfunctioning.

7.8. The Software is complex computer software. Its performance may vary depending on the Microsoft Azure platform, Software interactions, the configuration of the Software, and other factors. The Software is neither fault tolerant nor free from errors, conflicts, or interruptions.

7.9. SF Consulting has tested the Software to process applicable data correctly. SF Consulting shall however not be accountable nor liable for (the quality of) such data, since they may also be processed via related software, or e.g. your apps or your manual intervention.

7.10. SF Consulting is not responsible for any problems that result from adding or extending software to the Software, nor for any problems with the Software that results from adding or extending software to Microsoft Dynamics 365, Microsoft Power Platform or Microsoft Azure. SF Consulting is not required to provide technical or other support in such case. For any code that is extended by or on behalf of you, you must indemnify, defend, and hold harmless SF Consulting from any claims, including attorneys’ fees, related to the code that was extended.

8. LIMITATION OF LIABILITY

8.1. Except in case of SF Consulting's fraud or wilful misconduct, SF Consulting 's liability for damage under this EULA is limited to the amounts paid by you to SF Consulting for the Software causing the damage in the twelve (12) months preceding the event causing the damage. In case no twelve (12) months have passed, the maximum amount of liability shall be extended to twelve (12) months based upon a pro rata calculation of the amounts already paid.

8.2. Except in case of SF Consulting’s fraud or wilful misconduct, SF Consulting shall never be liable for any indirect and/or consequential damage, such as but not limited to loss of profit, loss of income, loss of anticipated savings, loss of opportunity, loss of customers, claims of customers or other third parties, damage as a result of loss and/or corruption of data, loss of goodwill and reputational damage.

8.3. Nothing in this EULA limits or excludes SF Consulting’s liability for death or physical injuries, and/or for any other damage for which liability cannot be excluded or limited in accordance with applicable law.

8.4. SF Consulting shall only be liable for a failure to comply with the EULA which is imputable to SF Consulting to the extent you informs SF Consulting immediately (and at the latest twelve (12) months following the occurrence of the damage) via registered mail and in a detailed manner of such failure.

9. INFRINGEMENT OF THIRD PARTY RIGHTS

9.1. SF Consulting warrant that the Software does not infringe any intellectual property rights held by third parties and shall indemnify you for damage as a result of a such a claim (“Third Party IP Claim”) under the following terms and conditions.

9.2. In relation to a Third Party IP Claim, you shall:

(i). promptly notify SF Consulting in writing of any Third Party IP Claim of which you have knowledge;

(ii). not admit any liability or agree to any settlement or compromise of an Third Party IP Claim without the prior written consent of SF Consulting;

(iii). allow SF Consulting at any time from notification to assume conduct of or intervene in the Third Party IP Claim (which shall include: (1) the right to conduct any proceedings or action, (2) negotiate the settlement of an Third Party IP Claim so long as no settlement purports to make an admission of fault or liability on your behalf, and (3) to conduct all discussions and dispute resolution efforts in connection with an Third Party IP Claim). You may, however, retain, at its own cost, separate counsel to monitor any proceeding related to an Third Party IP Claim;

(iv). at SF Consulting’s request, give SF Consulting all reasonable assistance in connection with the conduct of any Third Party IP Claim; and

(v). take all proper action to mitigate the Third Party IP Claim so as to minimise the extent of damage.

9.3. If any Third Party IP Claim is made against you, SF Consulting shall at its own discretion:

(i). procure for you the right to continue using the Software;

(ii). modify the Software so that these are non-infringing without detracting from their overall functionality or performance; and/or

(iii). replace the infringing Software with other non-infringing items or services that have an equivalent performance and functionality to the infringing Software.

9.4. The indemnification in this clause shall not apply to any claim that arises from:

(i). any changes you made to the Software, other than to the extent that such changes were at the direction or request of SF Consulting or approved in writing by SF Consulting; or

(ii). a breach by you of the terms of this EULA or the license terms and conditions in the Specific Agreement.

9.5. SF Consulting shall only indemnify your for direct damages agreed upon by SF Consulting in a settlement agreement between SF Consulting and the Third Party or as awarded by a court in final instance against you as a result of a Third Party IP Claim, provided the you acted in accordance with this section.

9.6. This section does not apply to third party software such as Microsoft, which is subject to the IP indemnification clause of that third party.

10. GOVERNING LAW

10.1. The EULA is governed by and shall be interpreted in accordance with Austrian law. Any dispute with respect to the validity, interpretation or execution of the EULA shall be finally settled by the competent courts of Vienna.

10.2. SF Consulting shall comply with all laws and regulations applicable to providing the Software to you. However, SF Consulting is not responsible for compliance with any laws or regulations specifically applicable to you.

10.3. You must comply with all laws and regulations applicable to your use of the Software, including laws related to privacy, personal data, data protection and confidentiality of communications. You are responsible for implementing and maintaining privacy protections and security measures for components that you provide or control (such as within a Microsoft Azure customer’s virtual machine or application), and for determining whether the online services and Software are appropriate for storage and processing of information subject to any specific law or regulation.