END USER LICENSE AGREEMENT

1

GENERAL

1.1

Please read the terms and conditions of this end user license agreement (“EULA”), and any other applicable terms, carefully before using any SignUp Service. By accepting this EULA and/or by installing the SignUp Service in the Customer's test and/or production environment and/or by using the SignUp Service, the Customer is accepting and agreeing to be bound by the terms of this EULA.

1.2

The SignUp Service ordered by Customer under an Order Agreement may be subject to specific Product Terms, which are applicable to the Customer’s use of the SignUp Service. The EULA, Data Processing Agreement, any applicable Product Terms and the Definition constitutes the Customer’s Agreement for the SignUp Services. For the avoidance of doubt, the Order Agreement does not constitute a part of the Agreement between the Customer and SignUp.

1.3

For the purposes of this EULA, "SignUp" means SignUp Software AB, its subsidiaries, and affiliates.

2

LICENSE

2.1

The Customer has entered into an Order Agreement with a third-party reseller of SignUp under which the Customer has purchased a subscription to the relevant SignUp Service(s). Subject to the terms and conditions of this EULA, SignUp grants Customer and its Affiliates a non- exclusive software license to use the SignUp Service for internal business purposes, conditional upon the Customer paying the agreed license or subscription fees to the reseller.

2.2

This EULA will apply to any upgrades, amendments, or modifications of the Software, unless such upgrades, amendments or modifications are accompanied by a separate license.

2.3

Any additional license terms available in the Product Terms shall prevail in the event of inconsistency between the license grant in this Section 2 and any license grant in the Product Terms.

3

CUSTOMER AFFILIATES

3.1

The rights granted to the Customer to use the SignUp Services subject to an applicable Order Agreement shall include a right for the Customer's Affiliates to use such SignUp Services within the scope of the use restrictions and other obligations related to the use of SignUp Services under the Agreement.

3.2

Any rights extended to the Customer's Affiliates are only available through the Customer. No right (or any related remedy) shall be separately exercised by a Customer Affiliate and all limitations, exclusions and disclaimers applicable to the Customer shall include the Customer and its Affiliates in the aggregate and the Customer shall be liable for all acts and omissions of its Affiliates.

3.3

If any Customer Affiliate would cease to be an Affiliate, the right to use the SignUp Services subject to this Section 3 shall immediately cease.

4

USE OF THE SIGNUP SERVICES

4.1

Except as otherwise expressly provided in this EULA the Customer may only use the SignUp Service(s) for its intended purpose and in accordance with applicable laws, the Agreement and other instructions notified by SignUp, and may not:

4.1.1

use the SignUp Services in a way that circumvents any contractual usage limits or other limitations relating to the use of the SignUp Services;

4.1.2

use, copy, or otherwise transfer the SignUp Services, or parts thereof, except as expressly permitted by this EULA. The Customer may under no circumstances alter, develop, reverse engineer, decompile, disassemble, or make additions to the SignUp Services without the express written permission of SignUp;

4.1.3

breach, circumvent, remove, or affect the technique or security systems used by SignUp to protect the SignUp Services or the content of the SignUp Services. Further, the Customer may not act in a way that may cause the SignUp Services to be disabled, overloaded, deteriorated or harmed, or in any other way may cause SignUp or the SignUp Services any damage; and

4.1.4

try to access information that is not publicly available or intended for the public, but that is included in the SignUp Services or in any third-party system connected to the SignUp Services.

5

CONFIDENTIALITY

5.1

For the duration of the Agreement and for a period of five (5) years thereafter, each Party agrees:

5.1.1

to hold all Confidential Information disclosed hereunder to it in confidence and to use at least the same degree of care that it uses to protect its own Confidential Information (but no less than reasonable care);

5.1.2

to use such Confidential Information solely for the purposes of the Agreement; and

5.1.3

not to disclose any such Confidential Information to anyone except its employees, Affiliates, and contractors on a need-to-know basis as required for a Party's fulfilments of its requirements under the Agreement provided that such individuals or entities are subject to obligations of confidentiality no less stringent than those set out herein.

5.2

Each Party shall be liable for the acts and omissions of any employees, Affiliates, and contractors as it is for its own acts and omissions.

5.3

A Party may disclose Confidential Information (i) if approved by the other Party in writing, or (ii) to the extent compelled to do so by law (including regulations of a recognized stock exchange or multilateral trading facility), provided a Party gives the other Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure. Moreover, each Party shall be entitled to disclose Confidential Information to its professional advisors (meaning any lawyers, auditors or accountants, but excluding any other sub-contractors, agents or representatives) solely for the purposes of receiving advice or services from the relevant advisor and provided such advisor(s) comply with equivalent confidentiality obligations to those imposed under this Agreement.

5.4

The Parties acknowledge that, in addition to any other remedies that may be available by law, a Party may seek such injunctive relief, specific performance or other remedy as may be deemed proper by a court or any other competent body.

6

LIABILITY AND LIMITATION OF LIABILITY

6.1

Each Party shall compensate the other Party for any damages caused by breach of the Agreement, subject to the limitations in this Section 6 or as otherwise set out in the Agreement.

6.2

In no event shall a Party, or its Affiliates, be liable under or in connection with the Agreement for any indirect, consequential, special, exemplary or incidental cost, loss or damage, or for any loss of profits, revenue, production, business opportunity, or loss of anticipated savings, goodwill or reputation, or loss or corruption of data, howsoever arising, even though the Parties may be aware of the possibility or likelihood of such cost, and regardless of the form of action or whether arising in contract, tort, negligence, by statute or otherwise.

6.3

Each Party's maximum, cumulative and total liability for all obligations and liabilities arising under or in connection with the Agreement, whether in contract, tort, negligence, by statute or otherwise, shall in no event exceed the total fees paid by the Customer for the SignUp Services.

6.4

Notwithstanding anything to the contrary in this Section 6, neither Party excludes or limits its liability for (i) gross negligence of wilful misconduct (ii) death or personal injury caused by the negligence or wilful default of that Party, (iii) a breach of Section 5 (Confidentiality), (iv) any indemnity obligations set out in the Agreement, (v) any unauthorised use of the SignUp Services or infringement of Intellectual Property Rights, or (v) any other liability which cannot be excluded by law.

6.5

SignUp shall not be in breach of the Agreement in respect of any non-performance of any of its obligations hereunder if and to the extent such non-performance is a consequence of (i) the Customer's failure to comply with its obligations under the Agreement or, (ii) a breach by caused by any Third Party Software, provided that SignUp uses all reasonable endeavours to mitigate the reason for the non-performance and to perform the SignUp Services notwithstanding the reason for the non-performance.

6

INDEMNITY

7.1

SignUp agrees to indemnify the Customer against third party claims related to the Customer's use of the SignUp Services, or parts thereof, infringes such third party's intellectual property rights. SignUp's obligation hereunder is subject to the SignUp Services being used in accordance with the terms and conditions set out in the Agreement and the conditions set out in this section 7. For the avoidance of doubt, the indemnity in this section 7 shall not apply to any Third-Party Software.

7.2

SignUp’s obligation to indemnify the Customer under this section 7 shall only apply provided that the Customer i) promptly notifies SignUp in writing of the claims brought against the Customer, ii) allows SignUp the sole control of the defense and to solely decide on all related settlement negotiations, and iii) acts in accordance with SignUp's reasonable instructions and cooperates and assists SignUp to the extent reasonably requested by SignUp.

7.3

Subject to sections 7.1 and 7.2, SignUp shall indemnify the Customer for such damages, liabilities, costs or expenses as are awarded in a final judgement or in a settlement.

7.4

This section 7 constitutes the entire liability of SignUp, and the Customer's sole and exclusive remedy, with respect to any third-party claims of infringement of intellectual property.

7.5

The Customer shall fully indemnify and hold SignUp, its Affiliates, and each of their directors, officers, agents, and representatives harmless from and against any and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) arising from any third- party claims related to the Customer's infringement of such third-party’s intellectual property rights, including any infringements related to the intellectual property rights in Third-Party Software.

8

TECHNICAL REQUIREMENTS

The Customer acknowledges that SignUp’s delivery of a Software Solution may be dependent on the Customer’s compliance with the technical requirements set out in the Product Catalogue for each Software Solution.

9

NO WARRANTY FOR THIRD-PARTY SOFTWARE

9.1

Subject to what is set out in any Product Terms relating to Third-Party Software, the Customer acknowledges that each Third-Party Software is a standard product and is delivered "as is" and SignUp leaves no warranties or representations, whether expressed or implied to the Customer with regard to the Third-Party Software and expressly disclaims any liability, including but not limited to, functionality, fitness for purpose, loss of data, availability or freedom from errors and bugs.

9.2

SignUp does not warrant that any Third-Party Software will function together with any third- party products. Moreover, SignUp disclaims all liability for any harm, damages or other liability caused by any third-party product used in connection with the Third-Party Software.

9.3

The Customer acknowledges that the applicable Product Terms for Third-Party Software may include limited warranties and representations provided by the Third-Party Software Vendor.

10

TERM AND TERMINATION

10.1

The Agreement shall apply for as long as the Customer has a valid subscription under an Order Agreement.

10.2

SignUp may suspend Customer’s access to the SignUp Services if Customer commits or permits a material breach of the Agreement and the Customer fails to cure such breach, if the breach is capable of cure, within thirty (30) days of receipt of written notice from SignUp giving details of such breach.

10.3

The Customer acknowledges that SignUp may rely on third-party products and services (such as Third-Party Software) to provide SignUp Services. To the extent the relevant third-party supplier no longer provides such third-party products and services to SignUp, for whatever reason, and SignUp cannot reasonably find a suitable replacement provider, SignUp shall be entitled to terminate the affected SignUp Service with immediate effect.

10

MISCELLANEOUS

11.1

Assignment

The Customer may, with the prior written consent of SignUp, transfer or assign the Agreement (such consent not being unreasonably withheld or delayed). Any assignment or transfer attempted without the written consent of SignUp shall be null and void. SignUp may assign, in whole or in part, the Agreement, to any SignUp Affiliate subject to providing the Customer with prior written notice. The Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assignees.

11.2

Subcontractors

SignUp may engage subcontractors for the performance, in whole or in part, of any work under the Agreement. SignUp shall be responsible for such subcontractor's work as if it were its own personnel.

11.3

Force Majeure

Neither Party shall be responsible or liable for delays, business interruption, or failure of performance (except obligations to pay) to the extent resulting from a Force Majeure Event. A Party experiencing such Force Majeure Event shall notify the other Party as soon as possible under the circumstances and take commercially reasonable steps to mitigate the effect of the Force Majeure Event.

11.4

Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

11.5

Survival and severability

Sections 5 (Confidentiality), and 6 (Liability and limitations of liability), and any other provisions which, in order to give effect to its meaning, needs or is intended to survive termination or expiration, shall remain in full force and effect until they are satisfied or by their nature expire. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of the Agreement shall remain in effect.

12

GOVERNING LAW AND DISPUTE RESOLUTION

12.1

This EULA and the Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of laws principles.

12.2

Any dispute, controversy or claim arising out of or in connection with this EULA or the Agreement, or the breach, termination or invalidity thereof, 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, considering 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.

12.3

The Parties undertake to procure that all litigation proceedings conducted in accordance with the Agreement shall be kept confidential. This undertaking shall cover, inter alia, all information disclosed during the course of such proceedings, as well as any decision or award made or declared by the arbitral tribunal, which in each case shall be deemed to constitute Confidential Information.