SUBCRIPTION LICENSE TERMS AND CONDITIONS

1.	Scope
These Subscription License Terms and Conditions are part of the Agreement between Smart Robotic Process Automation ApS (SmartRPA), Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark, Organization No.: 36705345 and Customer and provide the terms and conditions pursuant to which Customer is licensed to use the Software.
 Grant of License
Subject to the terms and conditions of this Agreement, including but not limited to Customer’s payment of all Subscription License Fees, SmartRPA grants to the Customer a non-exclusive, nontransferable, time-limited license to use the software specifically designated in the Schedule (the “Software”), and the accompanying documentation (the “Documentation”) (the Software, the media embodying the Software and the Documentation together are referred to as the “Licensed Material”) only within the scope of the Permitted Use specified in the Schedule.  Customer may make one (1) copy of the Software for backup purposes only, provided that copy includes all proprietary notices contained in the original from SmartRPA.  Customer may not copy the Documentation.  Customer is permitted to use the Licensed Material only strictly in compliance with the authorized usage identified in the Schedule.  The Licensed Material may be used only by Customer’s employees for Customer’s benefit and not for the benefit of any other person or entity.  This license grant terminates upon any expiration or termination of this Agreement.

2.	Other Code
Notwithstanding the foregoing, the Software includes certain third party and other code, including, but not limited to, free and open source software (collectively, “Other Code”) covered by other licenses (“Third Party Licenses”), as identified in the Third Party and Open Source Code License Terms set forth. in the thirdpartylicenses.txt file accompanying the Software, all as may be revised by SmartRPA from time to time. Customer’s license to the Other Code is subject to the applicable Third Party Licenses, even if contrary to this Agreement.

3.	License Fees; Taxes
Customer will pay the Subscription License Fees as set forth in the Schedule.  Customer is responsible for any and all sales, use, excise and similar taxes (exclusive of the tax on SmartRPA’s net income) relating to this Agreement, including the products, licenses, services and transactions under this Agreement.

4.	Inspection/License Compliance
The Customer agrees that SmartRPA may, from time to time, upon reasonable advance written notice, audit Customer’s use of the Software, to verify Customer’s compliance with the terms of this Agreement.

5.	Ownership
The Licensed Material and all intellectual property rights in and related to the Licensed Material are the sole and exclusive property of SmartRPA and its licensors and suppliers.  Subject to the terms hereof, the Customer has a license to use the Licensed Material as long as this Agreement remains in full force and effect.  Any other use of the Licensed Material by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.

6.	Delivery & Acceptance
SmartRPA will deliver the Software electronically to Customer.  “Delivery” is deemed to occur upon SmartRPA’s provision to Customer of a license key to enable the Customer to gain access to and possession of the Software.   “Acceptance” is deemed to occur when the Customer has received electronic instructions included with the license key detailing the Software activation process.  Acceptance is not dependent on activation of the license key to initiate the Software download, nor any services, conditions, or contingencies, and there are no other written or verbal agreements with respect to any Acceptance by Customer.

7.	Proprietary Rights
The Licensed Material contains material that is protected by patent, copyright, trade secret law and other intellectual property rights, and by international treaty provisions.  Customer may not remove any proprietary notices of SmartRPA or its licensors from the Licensed Material.  All rights not granted to Customer in this Agreement are reserved to SmartRPA and, if applicable, its licensors.  SmartRPA may make changes to the Licensed Material at any time without notice.  Except as otherwise expressly provided, SmartRPA grants no express or implied right under SmartRPA patents, copyrights, trademarks, or other intellectual property rights. 

8.	Protection and Restrictions
Customer agrees to use its best efforts and take all reasonable steps to safeguard the Licensed Material to ensure that no unauthorized person will have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form is made.  Customer acknowledges that the Licensed Material contains valuable confidential information and trade secrets and that unauthorized use and/or copying would be harmful to SmartRPA.  Customer may not, nor may Customer permit any third party to,: (i) use or copy the Software except as expressly allowed in this Agreement; (ii) transfer, assign, publish, display, disclose, distribute, rent, lease, modify, loan, lend or use the Software for timesharing or service bureau purposes or otherwise for the benefit of any third party; (iii) modify, translate, adapt or create derivative works based on the Software or any part thereof or merge the Software with any other software; (iv) reverse engineer, decompile, disassemble or otherwise attempt to create or discern the source code from the object code for the Software; (v) tamper with the license key; (vi) transmit the Software over any network or between any devices, although Customer may use the Software to make such transmissions of other materials; or (vii) publicly disseminate performance information or analysis (including without limitation benchmarks) relating to the Software except with SmartRPA’s prior written consent.  The Licensed Material may not be exported or re-exported in violation of any export regulations of any applicable jurisdiction.

9.	Limited Warranty
SmartRPA warrants, for a period of ninety (90) days from the date of Acceptance (“Warranty Period”), that the Software will perform, in all material respects, the functionality described in SmartRPA's then current Documentation for such Licensed Material.  This warranty does not apply (i) if the Software is not used in accordance with the Documentation; (ii) if the Software or any part thereof has been modified without the prior written consent of SmartRPA;  (iii) if a defect in the Software has been caused by any malfunctioning equipment; or (iv) to the Other Code.  Should the Software not perform in accordance with this warranty, Customer’s exclusive remedy, and SmartRPA’s exclusive liability under this warranty is, upon Customer’s notice to SmartRPA during the Warranty Period, for SmartRPA at its sole discretion to correct the defect or refund the Subscription License Fee paid by Customer for the defective Software.  This limited warranty is the only warranty provided by SmartRPA regarding the Licensed Material.  EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE LICENSED MATERIAL IS PROVIDED “AS IS.”  THE OTHER CODE IS PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND.  
In addition, SmartRPA will use generally commercially available virus detection software to determine whether any disruptive or corrupting software (“Virus”) was coded or introduced to the Licensed Material by SmartRPA or its employees, prior to delivering the Licensed Material to Customer.  Customer will be responsible for conducting Virus-checking procedures before allowing installation or using the Licensed Material, and for each new version, upgrade or service pack.  If a Virus is introduced into Customer’s system from the Licensed Material, each party will use commercially reasonable efforts to identify and neutralize such Virus and to mitigate any adverse effect of such Virus.

10.	Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMARTRPA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS, THE OTHER CODE, OTHER DELIVERABLES, ANY SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE.  SmartRPA does not warrant that the functions contained in the Software will meet any requirements or needs Customer may have, or that the Software will operate error-free, or in an uninterrupted manner, or that any defects or errors in the Licensed Material will be corrected, or that the Software is compatible with any particular platform.  Except as required pursuant to a valid and binding maintenance contract between SmartRPA and Customer, SmartRPA is not obligated to provide any updates to the Licensed Material.  SmartRPA shall have no obligation to provide any update, maintenance or other support to Customer with respect to the Other Code unless SmartRPA otherwise agrees in writing.  Some jurisdictions do not allow the waiver or exclusion of implied warranties so some or all of the foregoing may not apply to Customer.   However, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, is limited to the warranty period provided above.

11.	SmartRPA’s Indemnification Obligations
Subject to the terms and conditions of this Agreement, SmartRPA will defend Customer from any claim or action (“Claim”) brought or made by a third party against Customer, and will pay any settlements agreed to by SmartRPA or judgments finally awarded against Customer in favor of the third party resulting from such Claim, to the extent based upon any claim that the Licensed Material (excluding Other Code) infringes any valid United States patent, copyright or trade secret, provided that Customer:  (a) promptly notifies SmartRPA in writing of any such claim; (b) gives SmartRPA full authority and control of the settlement and defense of the claim; and (c) fully cooperates with SmartRPA in the defense of such claims, including providing adequate assistance and information at SmartRPA’s expense.  
Notwithstanding the foregoing, SmartRPA will have no obligation or liability for any Claim that arises from: (a) any modification to the Licensed Material by anyone other than SmartRPA; (b) developments or modifications made by SmartRPA at Customer’s request; (c) use of the Software other than as specified in this Agreement or in the applicable Documentation; (d) use of prior versions of the Licensed Material after an update or other revision has been provided by SmartRPA to Customer; (e) use of the Licensed Material in combination with third-party software, hardware or data.
If a Claim for which SmartRPA has indemnification obligations as provided above arises, or in SmartRPA’s opinion is likely to arise, SmartRPA may at its own expense obtain for Customer the right to continue using the Licensed Material, modify the Licensed Material to make it non-infringing, or substitute other Licensed Material of similar capability and functionality.  If none of these options are reasonably available to SmartRPA, SmartRPA may terminate this Agreement and refund to Customer the Subscription License Fee paid for the infringing Licensed Material, less a reasonable charge for Customer’s use of the Licensed Material prior to such termination.  
THIS SECTION 12 STATES THE ENTIRE OBLIGATION OF SMARTRPA AND THE EXCLUSIVE REMEDIES OF CUSTOMER WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR PROPRIETARY RIGHTS VIOLATIONS.  UNDER NO CIRCUMSTANCES WILL SMARTRPA HAVE ANY OBLIGATION OR LIABILITY UNDER THIS AGREEMENT FOR ANY INFRINGEMENT CLAIMS WITH RESPECT TO THE OTHER CODE.

12.	Limitation of Liability
CUSTOMER ASSUMES ALL RISK AS TO THE SELECTION AND USE OF THE LICENSED MATERIAL.  IN NO EVENT WILL SMARTRPA OR ANY OTHER PARTY WHICH HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIAL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF SMARTRPA OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SMARTRPA’S AND SUCH OTHER PARTY’S LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY CUSTOMER FOR THE LICENSED MATERIAL.  
NOTWITHSTANDING THE FOREGOING, SMARTRPA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WITH RESPECT TO ANY OTHER CODE.

13.	Allocation of Risk
Customer acknowledges and agrees that the allocation of risk in this Agreement, including those specified in Sections 12 and 13, are reasonable in view of SmartRPA’s lack of control over Customer’s operations, and will apply notwithstanding any failure of essential purpose of any limited remedy.  Customer further acknowledges that the fees charged by SmartRPA would be substantially higher but for this allocation of risk and these limitations of SmartRPA’s liability.

14.	Term and Termination
This Agreement is effective on the date set forth on the Schedule and remains effective for the Subscription Term unless terminated earlier as provided in this Agreement.  Either party may terminate this Agreement, effective on the expiration of the then-current Initial Term or Renewal Term as applicable, by giving the other party at least sixty (60) days prior written notice.
In addition, either party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement within thirty (30) days after written notice of such breach, (b) ceases operation without a successor, or (c) seek protection under any receivership, creditors arrangement or comparable proceedings or if any such proceeding is instituted against such party and is not dismissed within sixty (60) days.   The parties agree that Customer’s material breach of this Agreement includes but is not limited to (1) Customer’s failure to pay Subscription License Fees, (2) Customer’s use of the Software beyond or contrary to the Permitted Use, or (3) Customer’s breach of Section 9 of these Subscription License Terms and Conditions.

15.	Effect of Termination
Upon any expiration or termination, Customer’s license to use the Licensed Materials immediately ceases, and Customer will uninstall the Software and return to SmartRPA or destroy or all copies of the Licensed Material in Customer’s possession or under Customer’s control.  Customer promptly will provide SmartRPA a written affidavit as evidence of such completion.  In addition, upon expiration or termination, all amounts owed by Customer to SmartRPA will be immediately due and payable. 
Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated.

16.	Assignment
Customer may not transfer or assign any of Customer’s rights to use the Licensed Material to another person or entity without first obtaining the prior written consent of SmartRPA, which consent will not be unreasonably withheld. Any transfer or assignment without SmartRPA’s prior written consent will be null and void. If consent is granted, the transferee/assignee will be required to execute a new license agreement with SmartRPA.

17.	Government Rights
If Customer is the U.S. Government or a contractor or subcontractor (at any tier) of the U.S. Government and is licensing the Licensed Material for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, Customer acknowledges that by accepting delivery of the Licensed Material, the Licensed Material qualifies as commercial computer software and commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement.  The terms and conditions of this Agreement are fully applicable to the Government’s use and disclosure of the Licensed Material, and supersede any conflicting terms or conditions.

18.	Notices
All notices permitted or required under this Agreement by a party must be directed to the other party at the address set forth on the Schedule or otherwise in this Agreement, or to such address as the other party may from time to time specify by written notice to the party (and if to SmartRPA, to the attention of Chief Financial Officer finance@smartrpa.com, with a copy to Legal Department legal@smartrpa.com).  All notices must be transmitted in or more of the following ways:  (a) in writing, delivered in person:  effective upon delivery; (b) mailed by first class registered or certified mail, return receipt requested, postage prepaid;  effective six (6) days after mailing; or, (c) sent by e-mail (with confirmation of receipt):  effective upon receipt.

19.	Governing Law; Disputes
This Agreement is to be governed by and construed under the laws of Denmark.  The courts located in Denmark have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.  Each party consents to the personal jurisdiction and venue of these courts. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

20.	General
This Agreement (including the Third Party and Open Source Code License Terms) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.  Any waiver or modification of this Agreement is effective only if it is in writing and signed by both parties.  If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will be interpreted so as to reasonably affect the intention of the parties.  Payment obligations under the Schedule and the provisions of Sections 4, 5, 6, 8, 9, 11, 13, 14 and 16 through 21 survive the expiration or termination of this Agreement.  Customer may not export the Licensed Material in violation of applicable export laws and regulations. SmartRPA is not obligated under any other agreements unless they are in writing and signed by an authorized representative of SmartRPA.