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End User License Agreement

The following terms of end user license agreement (“EULA”) are an agreement between you and Pryme Global AB (“Pryme Global”). This EULA governs your use of the Pryme Global Software. By installing, having installed, subscribing to, or using the software, you accept this EULA (including any modifications made to it from time to time). If you do not accept this EULA, do not install, have installed, subscribe to, or use the Pryme Global Software. Notice regarding license validation: Servers on which the Pryme Global Software is installed may periodically provide information to verify that the Pryme Global Software is properly licensed and that the term has not expired. This information includes license-related information such as the customer subscription identifier, product name, license serial number, product version number, and date of last use. By using the Pryme Global Software, you consent to the transmission of the information described in this paragraph.

If you comply with this EULA, you have the rights and obligations below for each license you acquire for the Pryme Global Software.

DEFINITIONS

“Pryme Global Documentation” is any Pryme Global Software linked material in digital or written form.

“Pryme Global Software” is the proprietary application software developed by Pryme Global including, without limitation, enhancements, upgrades, modifications, new versions, and replacements.

“Pryme Global Parties” is Pryme Global, its affiliates, service providers, licensors, and suppliers.

LICENSE FOR THE PRYME GLOBAL SOFTWARE

The Pryme Global software is licensed, not sold. Pryme Global hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in object code form only, and the Pryme Global Documentation, only as authorized in this EULA. Pryme Global reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

  1. work around any technical limitations in the Pryme Global Software that only allow you to use it in certain ways;
  2. reverse engineer, decompile or disassemble the Pryme Global Software;
  3. remove, minimize, block, or modify any notices of Pryme Global Parties in the Pryme Global Software;
  4. use the Pryme Global Software in any way that is against the law or to create or propagate malware; or
  5. share, publish, distribute, or lend the Pryme Global Software or Pryme Global Documentation, provide the Pryme Global Software as a stand-alone hosted solution for others to use, or transfer the Pryme Global Software or this EULA to any third party.

You also agree to:

Backup copy. You may make multiple copies of the Pryme Global Software for backup, development and testing purposes, so long as such copies are not used in production and the development or testing is for your internal business purpose only.

Modifications. You may modify the Pryme Global Software only as necessary to use it for your internal business purposes if you received it in source code form or you or any third party acting on your behalf have licensed tools that allow you or that third party to modify the Pryme Global Software’s object code. Pryme Global is not responsible for any problems that result from modifications made to the Pryme Global software. For any modifications, you will indemnify, defend, and hold harmless Pryme Global from any claims, including attorneys’ fees, related to any modification made to the software or use of your programs that include any modification. Pryme Global does not, and will not have any obligation to, provide technical or other support for any modifications to the software.

Updates. Pryme Global reserves the right to, but shall not be obligated to, provide enhancements, upgrades, modifications, and new versions for the Pryme Global Software. The Pryme Global Software may periodically be subject to automatic updates and download and install them for you. You may obtain updates only from Microsoft or authorized sources. Microsoft may need to update your system to provide you with updates. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing Pryme Global Software features, services, or peripheral devices.

LICENSE AND SUBSCRIPTION FEES

The license and/or subscription fees paid by you are paid in consideration of the license granted and services provided under this EULA. Except as stated in section “Indemnification” and “Limited Warranties; Disclaimer of Warranties”, Pryme Global does not refund license and/or subscription fees. By accepting this EULA, you fully understand that once license and/or subscription fee payment is made to Pryme Global you will have no recourse for receiving a refund of any part of the fees.

PROPRIETARY PROTECTION OF THE PRYME GLOBAL SOFTWARE

You acknowledge that the Pryme Global Software and the Pryme Global Documentation are proprietary to Pryme Global, and the Pryme Global Software and the Pryme Global Documentation are protected by applicable copyright or other intellectual property laws and treaties. This EULA grants no rights to use such content except as expressly provided in this EULA.

This EULA does not grant you any ownership interest in or to the Pryme Global Software or the Pryme Global Documentation, but only a limited right of use that is revocable in accordance with the terms of this EULA.

You may not use, display, reproduce, create derivative works of, re-license, sell, transfer, or distribute the Pryme Global Software, or any portion thereof, except as otherwise provided in this EULA.

You acknowledge that, in the event of your breach of any of the provisions of this section, Pryme Global will not have an adequate remedy at law. Therefore, Pryme Global shall be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Pryme Global’s right to obtain injunctive relief shall not limit its right to seek further remedies.

INDEMNIFICATION

By Pryme Global. Pryme Global will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party if the Pryme Global Software infringes its patent, copyright, or trademark, or misappropriates its trade secret; provided (i) you notify Pryme Global, in writing, not later than 20 days after you receive notice of the claim, (ii) you give Pryme Global sole control of the defense and any settlement negotiations, and (iii) you cooperate with Pryme Global in defending against or settling the claim. Pryme Global’s obligation of indemnification will not apply to the extent that the claim is based on (i) your use of the Pryme Global Software after Pryme Global notifies you to discontinue use due to such a claim; (ii) your combining the Pryme Global Software with any non-Pryme Global product, data, or business process, including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Pryme Global product, data, or business process; (iv) your altering or modifying the Pryme Global Software, including any modifications by third parties; or (v) your use of the Pryme Global Software in violation of this EULA. You will reimburse us for any costs or damages that result from these actions.

If Pryme Global receives information concerning an infringement or misappropriation claim related to the Pryme Global Software, Pryme Global may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the Pryme Global Software or (ii) modify the Pryme Global Software or replace it with a functional equivalent to make it non-infringing, in which case you will stop using the allegedly infringing Pryme Global Software immediately. If, as a result of an infringement or misappropriation claim, your use of the Software is enjoined by a court of competent jurisdiction, Pryme Global will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non- infringing, or refund the amount paid and terminate the license granted in this EULA. This Section “Indemnification”. constitutes your exclusive remedy for third party infringement and trade-secret misappropriation claims.

By You. You hereby agree to indemnify, defend, and hold harmless Pryme Global from and against any and all claims, proceedings, damages, liability, fines, penalties, and costs (including reasonable attorney’s fees) incurred by Pryme Global in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this EULA, and (ii) your use of the Pryme Global Software, or the use by any party related to you, or any party acting upon your authorization or instruction in a manner that is not expressly authorized by this EULA, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defence of any claim. Pryme Global reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the written consent of Pryme Global.

LIMITED WARRANTIES; DISCLAIMER OF WARRANTIES

Pryme Global Software Limited Warranty; Exclusive Remedy. Pryme Global warrants to you that the performance and functionality of the Pryme Global Software, in all material respects, meet the specifications set forth in the Pryme Global Documentation for the Pryme Global Software licensed by you. Pryme Global does not warrant that the Pryme Global Software will be error-free. Your sole and exclusive remedy for Pryme Global’s breach of this limited warranty shall be that Pryme Global shall use commercially reasonable efforts to modify the Pryme Global Software to meet the performance and functionality specifications, in all material respects, described in the Pryme Global Documentation, and if Pryme Global is unable to restore such performance and functionality, you shall be entitled to terminate this EULA and shall be entitled to receive a pro-rata refund of the subscription fees paid for under this EULA for your use of the Pryme Global Software for the terminated portion of the term. Pryme Global shall have no obligation with respect to a warranty claim unless notified of such claim within 60 days of the first instance of any material performance or functionality issue. Any notice required to be sent pursuant to this section “Limited Warranties; Disclaimer of Warranties” must be provided electronically to Pryme Global at info@pymeglobal.com.

No Virus Warranty. Pryme Global warrants that the Pryme Global Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.

Warranty of Title. Pryme Global warrants to you that Pryme Global is the owner of the Pryme Global Software or otherwise has the right to grant to you the license to use the Pryme Global Software as set forth in this EULA without violating any proprietary rights of any third parties.

DISCLAIMER. Except as provided in this section, Pryme Global disclaims, to the extent authorized by law, any warranties, whether statutory, expressed or implied, including, without limitations, (i) warranties of merchantability, fitness for a particular purpose, or workmanlike effort; (ii) warranties arising through course of dealings or usage of trade; and (iii) warranties that the software will be error-free.

Without limiting the foregoing, Pryme Global expressly disclaims any warranty arising from advice or information provided by Pryme Global or that the Pryme Global Software will meet your requirements. You assume responsibility for selecting the Pryme Global Software to achieve your intended results, and for the results obtained from you use of the Pryme Global Software. You shall bear the entire risk as to the quality and the performance of the Pryme Global Software. This disclaimer applied to any expenses, damages or injury, regardless of the cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action.

LIMITATION ON LIABILITY

In no event shall either party be liable to the other or any other party for any indirect, incidental, consequential, special, exemplary or punitive damage (including damage for business profits, business interruption, loss of business information, or similar losses), even if advised of the possibility of such damages. This limitation on liability set forth in this section “Limitation on Liability” is independent of you exclusive remedy and survives in the event such remedy is deemed unenforceable.

Pryme Global’s cumulative liability to you or any party related to you for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this EULA, including without limitation Pryme Global’s intellectual property indemnification obligations, shall be limited to the amount of subscription fees paid to Pryme Global under this agreement, but in no event shall such liability exceed €10 000 in the aggregate for all occurrences. This limitation applies to all causes of actions or claims, including, without limitation, breach of contract, negligence, strict liability, and other torts.

All limitations on liability, damages, and claims are intended to apply without regard to whether other provisions of this EULA have been breached or have proven ineffective.

No third party is authorized by Pryme Global to make any representation or warranty to you regarding the Pryme Global Software.

Limitation Periods. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Pryme Global Software, or this EULA, must be filed at the competent court within one year after such claim or cause of action arose or be forever barred.

TERM AND TERMINATION

This EULA is effective upon your acceptance of this EULA, or upon your accessing and using the Pryme Global Software, even if you have not expressly accepted this EULA. This EULA shall continue in effect until terminated.

Termination by default. Without prejudice to any other rights, this EULA will terminate automatically if you fail to comply with any of the limitations or other requirements described in this EULA. If you fail to pay the applicable fees, Pryme Global shall have the right to restrict, suspend, or terminate your access to the Pryme Global Software in whole or in part, without notice and without liability.

Termination by you. You may terminate this EULA at any time by providing written notice of your decision to terminate the EULA to Pryme Global. Your termination of this EULA will result in Pryme Global terminating your access to the Pryme Global Software in whole without notice and without liability.

Termination by Pryme Global. Pryme Global may terminate this EULA in whole without notice and without liability if you breach any term of the EULA, by giving you written notice of your breach and Pryme Global’s decision to terminate the EULA. If this EULA is terminated, Pryme Global reserves the right to refuse to provide access to the Pryme Global Software to you in the future. Once access to the Pryme Global Software has been denied as a result of termination of this EULA, Pryme Global reserves the right to impose a charge for access to the Pryme Global Software.

AMENDMENT TO EULA

Pryme Global reserves the right, in its sole discretion, to amend this EULA from time to time. If there is a conflict between this EULA and the most current version of Pryme Global EULA, posted at docs.pryme.app, the latter will prevail. If you do not accept amendments made to this EULA, then this EULA will be immediately terminated pursuant to section “Term and Termination”. Your continued use of the Pryme Global Software following any amendment to this EULA shall be conclusively deemed an acceptance of all such amendments.

MISCELLANEOUS

This Agreement shall be governed by and interpreted in accordance with the laws of the Sweden. Any claim or dispute arising in connection with this EULA shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, the language to be used in the arbitral proceedings shall be English and this agreement shall be governed by the substantive law of Sweden.

Any terms of this EULA which, by their nature, extend beyond the day this EULA comes to an end shall remain in effect and thus bind the parties.

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. You may not assign, transfer, or sublicense your rights to this User Agreement.

You agree that Pryme Global may provide notices and other communications to you solely by means of e-mail or other electronic transmission.

Unless you provide Pryme Global with written notice to the contrary, you give Pryme Global the right to use your name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that you are a customer of Pryme Global.

This User Agreement constitutes the entire agreement between you and Pryme Global with respect to the Pryme Global Software and supersedes all prior agreements between you and Pryme Global.

The Pryme Global Software and the Pryme Global Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (b)(1) and (2) of the Commercial Computer Software- Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.