Solu 365 Software License Agreement (EULA) PARTIES Solu Digital Oy (Business ID 2380458-9) Innovation House Finland, Tekniikantie 2, 02150 ESPOO (hereinafter referred to as “Solu Digital”) Customer Organisation (hereinafter referred to as “Customer”, “End-User” or “You”) BACKGROUND THIS END USER AGREEMENT SPECIFIES THE END USER´S RIGHT TO USE SOLU 365 SOFTWARE, SOLD TO THE END USER BY SOLU DIGITAL OR SOLU DIGITAL’s SOLU 365´S RESELLER. ALL INTELLECTUAL AND PROPRIETARY RIGHTS REGARDING SOLU 365 SOFTWARE ARE AND WILL BE OWNED BY SOLU DIGITAL. THE END USER´S RIGHT TO USE SOLU 365 SOFTWARE IS SUBJECT TO THE END USER AGREEMENT AND TO THE CONSENT TO AND COMPLIANCE WITH ANY OTHER TERMS AND CONDITIONS WHICH MAY HAVE BEEN AGREED WITH YOU. BEFORE USING SOLU 365 SOFTWARE, CAREFULLY READ THE FOLLOWING TERMS OF THIS END USER AGREEMENT (”TERMS”). BY USING SOLU 365 SOFTWARE OR SOLU 365 SOFTWARE-BASED SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. I DEFINITIONS: ”Documentation” Shall mean user manuals, guides, and requirements of technical infrastructure for using Solu 365 Software supplied by Solu Digital. “End User Agreement” Shall mean this Solu 365 Software License Agreement specifying the terms and conditions for the use of Solu 365 Software. “End User License” Shall mean a license for defined number of Solu 365 Software users that allows users to access and use Solu 365 Software without having to acquire additional named user license for each device. "IPR" Shall mean patents, utility models, design patents, designs, copyright, database rights, trademark and any other form of statutory protection of any kind, whether or not registrable, as well as any applications for any of the aforementioned as well as any trade secrets; "Solu 365 Software" Shall mean computer language for Solu 365 Software in object code format, developed and manufactured by Solu Digital to enhance and facilitate the End Users work with Office 365 groups, and the Updates of such Solu 365 Software. "Solu Digital´s Reseller" Shall mean the official reseller of Solu 365 Software authorised by Solu Digital from time to time . “3rd party license” Shall mean Microsoft Office 365 or any other software provided by 3rd parties which are to be used together with Solu 365 Software for the purposes of this Agreement. ”Update” Shall mean a revised version of Solu 365 Software developed and manufactured by Solu Digital, in which development needs disclosed after the issue of previous version have been fixed and which may include some new features and functionalities. II GENERAL The use of Solu 365 Software is subject to certain functional system requirements which may change from time to time. Solu Digital reserves the right to alter the specifications of these requirements in the context of any updates or upgrades of Solu 365 Software. You hereby acknowledge and confirm that You have checked the suitability of your own requirements and system environment before registering for Solu 365 Software. Solu Digital is constantly improving its services. Solu Digital reserves the right to modify features or functionality of Solu 365 Software to adjust it to changes in the market or regulations, to provide You with better products or services. Hence, Solu Digital shall at its own discretion evaluate the need to upgrade and make changes to Solu 365 Software from time to time. As Solu 365 Software is likely to evolve and change during Your subscription, Solu Digital may need to revise these Terms in connection of update and the revised Terms shall automatically apply to the corresponding versions of Solu 365 Software distributed with the revised Terms. If any part of these Terms is found void and unenforceable, it will not affect the validity of rest of the Terms, which shall remain valid and enforceable. You are informed and hereby accept that all or part of Solu 365 Software may be temporarily unavailable / nonoperational due to repairs, upgrades or maintenance. Thus, Solu Digital shall have the right at its own discretion to suspend the deployment of Solu 365 Software if this is necessary. Solu Digital, or Solu Digital’s Reseller(s) shall not be held liable for the consequences of such interruptions. Without prejudice to any other rights of termination or expiration, End User License to Solu 365 Software may end immediately without notice if any of these Terms are breached or Solu 365 Software's functions are used for purposes other than agreed in the End User Agreement. For example, if Solu Digital observes that you are using Solu 365 Software in violation of this End User Agreement (e.g. by violating the license terms by excessing the agreed amount of End User Licenses), Solu Digital reserves the right (i) not to renew Your End User License, (ii) limit your use of Solu 365 Software and/or part thereof and/or (iii) end the End User License. Solu Digital or Solu Digital’s Reseller shall inform you by e-mail of its exercise of rights i) –iii) listed above. If you have any questions concerning these Terms or if you would like to contact Solu Digital for any other reason, please contact: Solu Digital Ltd, Tekniikantie 2, 02150 Espoo, Finland, e-mail: info@soludigital.fi or call: +358 50 3017 330. III GRANT OF LICENSE 1. Grant of License. Subject to the terms and conditions of this Agreement, Solu Digital grants You a limited, non-exclusive, non-perpetual, nontransferable, non-sublicensable license to use Solu 365 Software during the Term. You have the right to use Solu 365 Software in order to create additional features in the Office 365 environment in Your company for business purposes. Number of End User Licenses shall depend on Your subscription. Customers who have obtained a Solu Digital’s Reseller status may sell and sublicense Solu 365 Software to their clients and such Customers agree to inform such clients about these terms and conditions applied to the use of Solu 365 Software. 2. Restrictions. You may not: (a) without Solu Digital’s Reseller status, distribute, rent, lease, sell, sublicense, assign, or otherwise transfer or copy Solu 365 Software or use Solu 365 Software (or any portion thereof) for purposes other than expressly permitted by this Agreement; (b) reverse engineer, decompile, disassemble or otherwise reduce Solu 365 Software to a human-readable form or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of Solu 365 Software by any means whatsoever, except to the extent that this restriction is expressly prohibited by applicable law and then only with prior written notice to Solu Digital; (c) modify, translate or adapt Solu 365 Software, or create derivative works or services based on or using Solu 365 Software or any component thereof, except to the extent expressly authorized in writing by Solu Digital; (d) remove any copyright or other proprietary notices contained in or relating to Solu 365 Software and/or any of its components; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to Solu 365 Software; or (f) create any other software that incorporates Solu 365 Software, except to the extent expressly authorized in writing by Solu Digital. WITHOUT LIMITING THE FOREGOING, COPYING SOLU 365 SOFTWARE AND/OR ANY COMPONENT THEREOF TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. IV TITLE Title, ownership rights, and intellectual property rights in Solu 365 Software are and shall remain with Solu Digital and/or its licensors. Solu 365 Software is throughout the world protected by copyright laws and international copyright and other intellectual property treaties. No license, right or interest in Solu Digital’s logos or trademarks is granted to You under this End User Agreement and Your use of Solu 365 Software does not transfer any ownership of Solu 365 Software or any IPR or proprietary right to You. V WARRANTY AND DISCLAIMERS Warranty. When bought as stand-alone license without any support and maintenance services Solu 365 Software is provided on “as is” basis and the End-Users will not receive any updates or installation and support services. When Solu 365 Software is delivered together with support and maintenance services agreement Solu Digital warrants that during the term of the support and maintenance services agreement: (i) Solu 365 Software will reasonably perform in accordance with the Documentation, provided that it is operated in accordance with the Documentation; and (ii) the Documentation adequately describes the operation of Solu 365 Software in all material respects. Upon informing Solu Digital of a breach of this warranty not remedied by support offered by Solu Digital’s Reseller or Solu Digital, Solu Digital’s entire liability and End User’s sole remedy shall be (at Solu Digital’s option): (i) to correct Solu 365 Software and/or Documentation within a reasonable time; or (ii) to terminate the service and provide or authorize a refund. Complete Statement of Warranty. The limited warranty on media provided in the paragraph above is the only warranty of any kind that is made by Solu Digital. No oral or written information or instructions given by Solu Digital, its dealers, resellers, agents, or employees shall create a warranty or in any way increase the scope of the foregoing limited warranty and you may not rely on any such information or instructions. VI SPECIFIC TERMS AND CONDITIONS 1. SPECIFIC TERMS RELATED TO SOLU 365 SOFTWARE The following specific terms and conditions apply to You in regards Solu 365 Software stated hereunder in addition to the above terms and shall form an essential part of the Terms with regard to Solu 365 Software. 1. You alone shall be responsible for Your use of Solu 365 Software. You shall indemnify, defend and hold harmless Solu Digital, its licensors, resellers, suppliers (collectively the “Indemnitees”) against (i) any and all costs, charges, claims, damages, liabilities incurred and/or proceedings taken against any of the Indemnitees, including without limitation legal counsel and consultants fees, resulting from illegal conduct and/or violation of rights of third parties, and/or (ii) any damage that You may cause through Your use of Solu 365 Software. 2. Your acknowledge having been informed that this Solu 365 Software is made available to You for the purposes set forth in this Agreement. You are responsible for lawfulness of the contents and handling of material saved to data systems by use of Solu 365 Software, including the conformity to legislation on protection of personal data and data security as defined in this End User Agreement and conformity to good information management conduct. 3. You specifically agree to strictly abide by the provisions of the applicable copyright laws. You alone shall be responsible for the content managed via Solu 365 Software and more generally for your use of Solu 365 Software. 4. You are informed that while efforts are taken to make access to and transfer of content secure against third party intrusion, Solu Digital provides no guarantees against intrusions due to unlawful interception of data transfers, security breaches on data repositories, incorrect or incomplete implementations of security measures on user devices or browsers. You alone are responsible for managing your content, including the access permissions to the content. You are not allowed to share any of Your content, or share any links, user names and/or passwords to third parties. Solu Digital or Solu Digital’s Reseller shall not be held liable in the event of unauthorized access by third parties to the content you share or store through your use of Solu 365 Software. 5. You hereby acknowledge and accept that You will be responsible at your own cost to carry out all necessary measures needed to keep the data security on high level to protect Your business from viruses and other malware. Furthermore, You acknowledge and accept that Solu 365 Software does not provide protection against viruses and other malware on your device and that provision of access to any files shall happen under your own responsibility and at your own risk. You hereby consequently release Solu Digital and Solu Digital’s Reseller from all liability arising directly or indirectly from storing and/or sharing infected files. 2. SPECIFIC TERMS RELATED TO 3RD PARTY LICENSE 1. Solu 365 Software and related services may include data or services that Solu Digital licenses from third parties. Solu Digital shall have the right, at its own discretion, to decide the use of any 3rd party License in this respect. 2. You have been informed that a valid license for Microsoft Office 365 is a prerequisite for the use of Solu 365 Software. End Users shall comply with all requirements and restrictions that such third parties may require Solu Digital to impose on licensees. In particular, you acknowledge that the End User License provided to you are subject to any applicable terms and conditions imposed to You as Office 365 user. Thus, You accept and consent to obtain any required 3rd party licenses and to obey the terms and conditions of such licenses even if those are not presented to You by Solu Digital or Solu Digital’s Reseller. 3. You assent to the user terms and conditions provided by any of the 3rd party licenses required for the use of Solu 365 Software. You acknowledge that these terms can be amended by the licensor of Solu Digital and such amendments will become binding on you upon a written notice by Solu Digital or Solu Digital’s Reseller. 4. Due to the fact that Solu 365 Software is an add-on and based on the prevailing Documentation available at the time, and as updated from time to time, Solu Digital assumes no responsibility to update Solu 365 Software along with the changes of the software requiring 3rd party license. Solu Digital will not either make any representations or give any warranties that such software requiring 3rd party license would be available in the future. For the reasons described above, Solu Digital cannot take any responsibility for changes or interruptions within Microsoft Office 365 environment which may cause that Solu 365 Software becomes partially or totally inoperative either temporarily or permanently. VII LIMITATION OF LIABILITY Limitation of Liability. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, IN RELATION TO SOLU 365 SOFTWARE ARE PROVIDED SOLELY BY SOLU DIGITAL’S RESELLER UNDER A SEPARATEA AGREEMENT AND NOT BY SOLU DIGITAL AND ACCORDINGLY SOLU DIGITAL SHALL HAVE NO LIABILITY WHATSOEVER TO YOU. IN ADDITION, IN NO EVENT, INCLUDING BUT NOT LIMITED TO TORT OR CONTRACT, SHALL SOLU DIGITAL, ITS EMPLOYEES, ITS LICENSORS, ITS RESELLERS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, FILES, DEVICE OR APPLICATION FAILURE OR MALFUNCTION OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THE USE OF, OR INABILITY TO USE, SOLU 365 SOFTWARE OR RELATED DOCUMENTATION, EVEN IF SOLU DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitation of Aggregate Liability. SOLU DIGITAL’S, ITS LICENSORS’ OR ITS RESELLERS’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR SOLU 365 SOFTWARE. IN THE EVENT OF DAMAGE RESULTING FROM A FAILURE OF SOLU 365 SOFTWARE LEADING TO LOSS, CORRUPTION, UNAUTHORIZED DISCLOSURE OR EXTENDED UNAVAILABILITY OF THE CONTENT, THE LIABILITY SHALL BE EXPRESSLY LIMITED TO THE AMOUNT PAID FOR YOUR LICENSE TO SOLU 365 SOFTWARE FOR SIX MONTHS IMMEDIATELY PRECEDING SUCH FAILURE. VIII TERM AND TERMINATION. Term. This End User Agreement is effective as of the date You enter into agreement with Solu Digital or Solu Digital’s Reseller and expires on the day that the term of license for all Solu 365 Software licensed hereunder has expired (“the Term”). This End User Agreement expires and Your rights under it will terminate immediately if You fail to comply with any of the terms and conditions of this End User Agreement. Effect of Termination. Upon any expiration or termination of this Agreement, You shall cease any and all use of any Solu 365 Software and destroy all copies thereof and so certify to Solu Digital in writing. IX MAINTENANCE AND SUPPORT SERVICES Solu Digital or Solu Digital’s Reseller may provide You maintenance and support services if separately agreed upon between You and Solu Digital or Solu Digital’s Reseller. Without specific agreement Solu Digital shall not provide the support and maintenance services to You. Notwithstanding, Solu Digital shall correct errors attributable to Solu Digital and occurred during the warranty period. Any errors attributable to changes in open source software or software requiring 3rd party licenses will be examined by Solu Digital but the installation and deployment of possible updates shall be charged separately if not downloaded from Solu Digital’s extranet and installed by the End User. Updates, if any, to Solu 365 Software are always based on the latest available versions of Microsoft Office 365 environment and Solu 365 Software, and Solu Digital does not support any of the older versions. X SUBMISSION AND PROCESSING OF DATA AND PERSONAL DATA Personal Data. You acknowledge and consent that to allow Solu Digital or its reseller to provide you with the services related to Solu 365 Software and for customer relationship purposes, Solu Digital or the reseller may collect and process personal data relating to your and your employees’ and other named users’ use of Solu 365 Software and related services. Personal data so processed may include, as applicable contact / registration information, information disclosed to solve a support issue and other data you actively submit. If you personally submit personal data to Solu Digital, you are responsible that such personal data is always accurate, correct and up to date. Your responsibility. You undertake to comply with the applicable data protection regulations and ensure that the personal data of yourself, your employees and other named users can be processed as described above. Further, you undertake to receive all necessary and in applicable law required consents from your employees and other named users for personal data processing and possible transfers within EEA and outside EEA. In no event shall Solu Digital or Solu Digital’s Reseller be liable for the damages incurred to you, your employees or other named users by your failure to comply with the applicable data protection legislation. XI GOVERNING LAW AND DISPUTE RESOLUTION This End User Agreement shall be construed and governed in accordance with the laws of Finland, without regard to any choice-of-law principles. Any disputes in connection to this End User Agreement are to be solved in amicable negotiations between the Parties. If such negotiations are not successful, any dispute, controversy or claim arising out of or relating to this End User Agreement or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitral tribunal shall be composed of one (1) arbitrator. The arbitration shall be held in Helsinki, Finland, and the arbitration proceedings shall be conducted in the English language unless otherwise agreed by the Parties.