PRODUCT TERMS

ExFlow /Axtension for Microsoft Dynamics 365

Finance and Operations or Business Central

1

GENERAL

1.1

These Product Terms specify the terms and conditions which apply to the Customer's use of ExFlow or Axtension for Microsoft Dynamics 365 Finance and Operations or for Business Central, ordered by the Customer in accordance with the applicable Order Agreement, and that SignUp licenses to and/or makes available to the Customer subject to the terms and conditions herein.

1.2

By executing an Order Agreement for any of the Software Solutions listed in Section 1.3, the Customer agrees to the terms and conditions set out herein and that these Product Terms shall form an integrated part of the Agreement.

1.3

Software Solutions in scope (each referred to as "Software" under these Product Terms):

1. ExFlow AP
2. ExFlow Sales Order
3. ExFlow Travel & Expense
4. ExFlow Vendor Statement
5. ExFlow Document Integration
6. ExFlow Content Gate
7. Axtension® Content Gate
8. Axtension® Shipping Control
9. Axtension® Production Planning
10. Axtension® Project Management
11. Axtension® Project Controlling

1.4

Defined terms used in these Product Terms shall have the meaning given to them in the General Terms and Conditions.

2

LICENSE GRANT AND DELIVERY

2.1

SignUp grants to the Customer a non-exclusive, non-assignable, non-transferrable, and only to its Affiliates sub-licensable, license to install and use the Software, in object code format, in a server environment operated by or for the Customer, during the Subscription Term. The license is limited to one (1) Microsoft Dynamics 365 instance.

2.2

The license may solely be used for the internal business activities and subject to any additional limitations stated in the Order Agreement.

2.3

The Software is available for download by the Customer through the use of an access key provided by SignUp, or made available in another manner instructed by SignUp from time to time. Access to the license key will be provided by SignUp thirty (30) days prior to the Effective Date, unless otherwise agreed between the Parties in the Order Agreement.

3

SUBSCRIPTION FEE

3.1

The Subscription Fee, as set out in the Order Agreement, will be invoiced annually in advance.

3.2

Unless otherwise agreed in the Order Agreement, the first Subscription Fee will be invoiced thirty (30) days prior to the Effective Date indicated in the Order Agreement. If the Effective Date occurs less than thirty (30) days from the date of signing of the Order Agreement, the first Subscription Fee will be invoiced in conjunction with the signing of the Order Agreement.

4

CUSTOMER UNDERTAKINGS

4.1

The Customer agrees that its installation and use of the Software is subject to any technical requirements set out in the Product Catalogue, or any other reasonable instructions as communicated from time to time by SignUp, as it may be updated over time.

4.2

The Customer may not modify, decompile, disassemble or reverse engineer the Software or take any other measures with the Software that may harm the Software or the functionality thereof.

4.3

The Customer must promptly provide SignUp with any and all details if the Customer becomes aware of any unauthorized access, copying, modification or use of the Software.

5

MAINTENANCE, UPDATES AND CHANGES

5.1

SignUp may from time to time, at its own discretion, issue updates and/or changes to the Software e.g. in order to improve the overall stability and functionality of the Software. SignUp shall strive to ensure that any updates/changes to the Software are made without any adverse impact to the Customer. The Software will at all times be up to date and function together with the latest Microsoft Dynamics 365 version on which the Software is running.

5.2

SignUp shall use its best endeavours to provide continuous bug fixes, error corrections, and rectification of other defects, which is included in the Subscription Fee.

6

TEST AND NON-PRODUCTIONS ENVIRONMENTS

The Customer's right to use the Software shall include a right to use the Software in the Customer's test environment, UAT environment or any other environment for testing purposes prior to the commencement of and during the Subscription Term.

7

WARRANTY

7.1

SignUp warrants, provided that the Customer complies with the Customer's technical requirements set out in the Product Catalogue, that the Software will substantially perform with the specifications set out in the Product Catalogue, as updated by SignUp from time to time.

7.2

The Customer acknowledges that the Software is a standard product and is delivered "as-is" and, except as expressly stated in the Agreement, SignUp leaves no warranties or representations, whether expressed or implied to the Customer with regard to the Software and expressly disclaims any liability, including but not limited to, loss or alteration of data, functionality, fitness for purpose, or freedom from errors and bugs.

7.3

SignUp disclaims all liability for any harm, damages or other liability caused by any third-party product used in connection with the Software, or any other improper use of the Software not in accordance with the Agreement, or any other instructions or guidelines communicated by SignUp.

8

INTELLECTUAL PROPERTY RIGHTS, ETC.

8.1

SignUp is the sole and exclusive owner of the (i) Software, including any future updates, enhancements, releases, patches, supplements, amendments and modifications thereof, and (ii) the SignUp Materials. No intellectual property rights to the Software or the SignUp Materials shall under any circumstances transfer to the Customer. Any intellectual property rights vested in e.g., (without limitation) any software, drawings, technical solutions, documentation, materials resulting from any development of the Software or the SignUp Materials shall be owned by and the sole property of SignUp. During the Subscription Term, the Customer is granted a non-exclusive, non-sublicensable and non-transferrable license to use the result of such developments in the Software and the SignUp Materials.

8.2

The Customer owns all Customer Data. SignUp including its Affiliates shall be entitled to use Customer Data as required to perform its undertakings as set out in the Agreement. Moreover, SignUp shall have the right to analyze and otherwise use Customer Data to develop and improve existing or future SignUp Services for the benefit of the Customer and its other customers. If the Customer Data is used for such purposes SignUp shall use aggregated or anonymized data and must always handle Customer Data in accordance with the confidentiality undertakings set out in this Agreement. Data emanating from SignUp's analytics constitutes SignUp Data and shall be owned by SignUp.

8.3

The Customer shall immediately notify SignUp upon becoming aware of (i) any alleged infringement of Third-Party IP Claim, or (ii) any suspected infringement of SignUp's Intellectual Property Rights.

8.4

The Customer acknowledges that the relevant third-party supplier holds all ownership and Intellectual Property Rights with respect to Third-Party Software, as further regulated in the applicable Product Terms for such Third-Party Software.

9

EFFECTS OF TERMINATION

9.1

Upon expiry or termination of any license or use right granted hereunder, the Customer shall immediately cease using the Software and SignUp Materials. Moreover, the Customer shall return or destroy any SignUp Material and Confidential Information (including the obligation to take all reasonable steps to expunge it from computers and other devices) which the Customer has in its possession at the time of expiry or termination of the Agreement.

10

SUPPORT SERVICES

10.1

Support Services and service levels set out in Section 10 and 11 applies to the extent the Customer has ordered Support Services from SignUp under the applicable Order Agreement.

10.2

Support Services are debited per hour in accordance with the Consultancy Services Fees and are invoiced monthly in arrears, subject to the payment terms set out in the General Terms and Conditions.

10.3

The Customer shall appoint five (5) superusers within the Customer's organization who shall be responsible for all contacts with SignUp in support matters. Such Superusers shall have sufficient experience and knowledge regarding the Software. The Superusers shall be an internal support function, meaning that everyone within the Customer's organization shall direct all questions and other issues regarding the Software to the Superusers. The Superusers alone may then, where the Superusers are not able to answer questions or solve any issues raised by users within the Customer's organization, contact SignUp's 1st level support. For the avoidance of doubt, internal support shall include basic support to users such as guidance on how to use the Software.

10.4

The 1st level support includes (solely in relation to the Software) troubleshooting, technical assistance, bug fixes and remedy of other defects in the Software. 1st level support services are provided during Business Hours. All 1st level support matters shall be initiated by visiting SignUp's maintenance service desk at http://support.signupsoftware.com and registering a support request ticket. The Customer's Ticket shall include a detailed description of the issue at hand, including screenshots and any other information or material necessary for SignUp to assess the issue. When SignUp has received the Customer's Ticket, an auto-generated unique Ticket id-number will be presented on the screen.

10.5

In order for SignUp to perform Support Services, the Customer shall, at its own cost, arrange a remote connection for SignUp to the Customer's environment.

10.6

Support Services will only be provided in relation to supported Software and provided that such Software has not reached end-of-support or end-of-life. Moreover, Support Services will not be provided unless the relevant Subscription Fee for the supported Software has been paid.

10.7

Time spent on analysis and support related to reported issues which are deemed by SignUp, at its sole discretion, to not constitute bugs or defects in the Software, are charged at the price for Consultancy Services.

11

SERVICE LEVELS

11.1

SignUp does not warrant that the Software will be available or free from bugs or other defects at all times. As part of SignUp's provision of maintenance SignUp, however, undertakes to carry out bug fixes and remedy other equivalent errors in the Software brought to SignUp's attention in accordance with the procedure set out in Section 9.

11.2

SignUp will with all reasonable efforts remedy any such issues deemed by SignUp, at its sole discretion, to constitute bugs or defects in the Software of the different severities and within the times listed in the table below. SignUp's support service desk shall make a reasonable assessment of the severity of the Ticket.

Level	Definition	Response time from receipt of notice
Critical	Incidents which significantly reduce functionality or performance, or which pose a significant security risk ("Critical Issues").	Twelve (12) Business Hours
Major	Incidents which cause or is likely to cause reduced functionality or performance, not critical.	Three (3) Business Days
Minor	Minor faults which do not affect the daily use of the Software.	Ten (10) Business Days

11.3

All times in the table above are approximate times and are counted from the time when SignUp received the Ticket from the Customer of the relevant support matter in accordance with the terms of this Agreement. For the avoidance of doubt, a response as set forth in the table above shall include a summary of the result of the troubleshooting and information regarding when the incident is estimated to be solved.

11.4

SignUp shall, after having made all reasonable efforts to resolve any Ticket, have the right to cancel the handling of the Ticket if the support matter cannot be resolved by SignUp and it can be demonstrated by SignUp that:

1. the Software has not been correctly used in accordance with the instructions from SignUp;
2. SignUp, after having made reasonable efforts, is unable to identify, reconstruct or reproduce the issue that has been reported;
3. unauthorized modifications or alterations that have been made to the Software or related software or functionality upon which the Software is reliant; or
4. the support matter does neither relate to the Software nor has been caused by the Software.