-	WISE SOLUTION END-USER LICENSE AGREEMENT HOSTED ON MICROSOFT APPSOURCE

This licence agreement for Wise Solution Software (hereinafter referred to as the “Licence Agreement”) is made and finalised on the date stated in this Licence Agreement, by and between Wise lausnir ehf., Ofanleiti 2, 103 Reykjavik, Iceland (hereinafter referred to as “Wise”) and the “Customer”. Wise and the Customer will hereinafter be severally referred to as the “Party” and jointly as the ”Parties”.

By downloading, installing or otherwise using the Wise Solution Software (the “Wise Software”), You agree to be bound by the terms and conditions contained herein.  If You do not agree with the terms and conditions, You are not authorized to install or use the Wise Software. If You are accepting this License Agreement on behalf of a company or entity, You represent and warrant that You have the authority to bind such company or entity to the terms of this License Agreement, in which case the terms “You” or “the Customer” and “Your” refer to your company. If You do not have such authority, or if You or Your company does not agree with the terms of this License, then neither You nor Your company has the right to use the Wise Software.

1. ENTRY INTO EFFECT  
This License Agreement shall enter into effect when the Customer downloads, installs or starts using the Wise Software.

TERMS AND CONDITIONS
1. SCOPE OF THE LICENCE AGREEMENT FOR WISE SOFTWARE PRODUCTS
This Licence Agreement is a non-assignable user agreement between Wise and the Customer, whereby Wise grants the Customer limited and non-exclusive permission to use Wise Software which has been published on Microsoft AppSource in accordance with the terms and conditions stated herein. “Wise Software” means the user aspects that are developed by and are the property of Wise on the entry into effect of this Licence Agreement, or at later stages, and which may include any form of development of the Wise Software, e.g. modifications, corrections, improvements, additions, updates and upgrades that  Wise may provide at its sole discretion hereunder or by separate agreement, as well as any copies, software components, translations, changes or items derived or resulting therefrom. Any current generally available documentation in the form of written user manuals and online help guides for the Wise Software shall be included in the Wise Software.
2. LEGALLY PROTECTED COPYRIGHT
Wise Software, including any development or derivatives thereof, is protected by copyright law and international copyright treaties, as well as other legislation applying to trade secrets and intellectual property rights. With respect to the rights between the Parties, Wise retains all copyright and other rights relating to intellectual property rights and protected commercial activities between the Parties and with respect to Wise Software products. The Customer only holds title to the memory equipment in which the Wise Software is stored. All copying of Wise Software and/or any part/component of Wise Software which is integrated with or used in connection with another computer programme, will – as regards the Parties to the License Agreement – continue to be the property of Wise, and any use of such software is strictly subject to the terms and conditions of this Licence Agreement. The Customer is not entitled to alter or remove markings or notifications in any form with respect to the copyright, trademark or other rights, on or within Wise Software (including any copies of such software). The Customer must copy the messages relating to copyrights or other notices to all the copies of Wise Software, or parts thereof, that the Customer makes and integrates into or joins with another program.
3. PROVISION OF LICENCE
The Customer is not granted any exclusive rights: instead the Customer is granted limited, defined and non-assignable rights to use Wise Software during the effective term of the License Agreement, and in accordance with the terms and conditions stated in this Licence Agreement, and solely for the personal use of the Customer in the work of the Customer or the Customer’s business operations. Only the Customer or the Customer’s employees may use and have access to the Wise Software to which this License Agreement applies, in addition to other duly authorised staff and external consultants employed by the Customer, in which case the Customer is fully responsible for the fulfilment of the terms and conditions of this Licence Agreement. The licence hereby granted to the Customer is strictly limited to the Wise Software product itself, the number of users who work together with the Wise Software, the version in question, the type(s) and version(s) of the operating system and the parts of the Wise Software product for which the Customer has subscribed a license to use. This Licence Agreement grants the Customer the right to activate and run only one (1) system server (information database) each time, with the exception that the Customer may activate and run several additional system servers (information databases) so long as these last mentioned are used only for the purpose of development and testing. The Customer has no rights to Wise Software not expressly granted to the Customer herein. 
The Customer shall have the equal number of user licenses for the Wise Software as the number of the Customer’s licenses for Microsoft Dynamics 365 or similar platforms the Wise Software might be built for.
The Customer shall inform Wise immediately of any increase in the number of users to the Wise Software and acquire additional licenses for all new users. If the Customer does not inform Wise of an increased number of users to the Wise Software then Wise shall have the right to (i) charge the Customer for all additional licenses; and/or (ii) charge the Customer a penalty fee amounting to any discounts granted by Wise or Partner to the Customer.
The License granted is only valid provided the Customer has a valid license agreement with Microsoft for Microsoft Dynamics or similar platform providers on which the Wise Software relies. The Wise Software can only be used in conjunction with the version and update releases of Microsoft Dynamics or similar platforms indicated by Wise, for which the Customer must have acquired the applicable user rights separately.
4. LICENSE FEE
Wise grants the Customer a license on a subscription basis with respect to the Wise Software during the Term. The License Fee will be invoiced and paid in advance on a monthly basis. The Customer shall pay for the license based on the Customer’s selection of the license type.
Customer’s “Order” means Customer’s order for Customer’s initial subscription or license for the Wise Software and any subsequent Orders submitted online or in written form via e-mail. Customer’s Order shall detail, among other things, the number of licenses and other required services, the applicable fees, the billing cycle, storage or capacity (for hosted services), other restrictions or billable units (as applicable, the “Scope of Use”), and other charges as agreed to between the parties, each such Order to be incorporated into and to become a part of this Agreement.   The term “Order” also includes any applicable support and maintenance services and requests for additional work or purchases the Customer makes to increase or upgrade the Customer’s Scope of Use. 
This License Agreement applies whether the Customer purchases the Wise Software directly from Wise or through Wise Partners or other authorized Partners such as Microsoft (each, a “Partner”). If the Customer purchases through a Partner, the Customer’s Scope of Use shall be as stated in the Order placed by Partner for the Customer, and Partner is responsible for the accuracy of any such Order. Partners are not authorized to make any promises or commitments on Wise’s behalf, and Wise not bound by any obligations to the Customer other than what Wise specifies in the License Agreement. 
In the event of any conflict between the terms of the License Agreement and the terms of any Order, the terms of this License Agreement shall control.
5. ADDITIONAL SPECIAL DESIGN/CUSTOMISED SOLUTIONS
The Customer may only make changes to Wise Software to the extent that the Customer has legally obtained authorisation from Wise to gain access to the areas in the Wise Software where such changes are possible. All such authorisations to the Customer from Wise shall be granted on a case by case basis and in writing. If the Customer wishes to develop any additional or special design/special use for Wise Software, the Customer must, before embarking on such development, purchase a license from Wise that corresponds to and/or covers the additional special design/custom solution(s) that is/are being specifically developed by the Customer, in addition to the Wise Software product(s) that is(are) necessary to run such additional custom design.
6. COPYING LIMITATIONS (BACK-UP COPIES AND INSTALLATION COPIES)
The Customer may not make copies of Wise Software except for the purpose of making security back-ups or installation copies. The back-up and installation copies may not be used concurrently with the original copy of the Wise Software, and may only be used if the original copy is wearing out or if it is destroyed. If and when the Customer’s entitlement to use the original copy of the Wise Software product expires, the Customer is under obligation to immediately delete completely every single back-up and installation copy of the Wise Software under the Customer’s control.
7. OTHER LIMITATIONS AND RESTRICTIONS
The Customer is not permitted to make design changes, disassemble, de-codify, decompile, reverse-engineer or re-translate programmes in Wise Software or in any other manner try to examine or discover the source code or structure of Wise Software, except and only to the extent provided for in applicable legal directives and legislation. The Customer hereby acknowledges and agrees that both the source code and the object code of Wise Software are the private property of Wise. The Customer confirms and agrees that the Customer will not be entitled – unless otherwise specifically provided for in general legislation and legislative directives – on the basis of this License Agreement, or for any other reason, to investigate or in any other manner take advantage of the source code of any Wise Software without the prior written approval of Wise. The Customer expressly understands and agrees that any unauthorised investigation or use by the Customer of the source code of any Wise Software product constitutes a serious breach of this Licence Agreement, for which the Customer will be held fully responsible by law and shall be held liable with respect to Wise. The Customer is not entitled to sell, allocate, distribute, license, lease, rent, loan or in any other manner transfer or assign Wise Software or any other rights granted to the Customer under this License Agreement to any third party or to disclose anything relating to Wise Software to any third party without the prior written approval of Wise. The Customer acknowledges and agrees – except as otherwise specifically agreed between the Parties in writing – that Wise will not be responsible for any services with respect to Wise Software, whether in the field of training, education, server/equipment changes, installation and consultancy services, change(s), enlargement(s), upgrades, maintenance and support or in any other manner unless otherwise agreed by the Parties in writing. Please refer to Wise and/or the Partner for details on support and maintenance services for the Wise Software.
8. LIMITED WARRANTY
To the extent permitted by applicable law, Wise provides no warranties for Wise Software except to the extent specifically negotiated in writing with the Customer. Wise warrants that:
(a) Wise Software in its unaltered state will function securely in accordance with the attached user authorisation for a 90-day period beginning on the date the Customer receives the Wise Software product; and
(b) that every data medium will be free from defects in equipment and construction finishing under normal and usual use and service over a 90-day period beginning on the date that the Customer receives the Wise Software products. All of Wise’s liability and special compensation to the Customer under the above warranty will be at the choice of Wise: either:
(1) to refund the amount paid for the Wise Software which does no fulfil this limited warranty, or:
(2) to repair or replace the Wise Software that does not meet this limited warranty. Wise’s liability pursuant to the above is subject to the Customer returning the Wise Software in question to Wise. This limited warranty shall be rendered void if the malfunction in Wise Software is caused by accident, misuse or abuse on the part of the Customer. Any renewal/replacement of Wise Software will in the same manner be guaranteed for the remainder of the warranty period – when the replacement was executed – or for 30 days. The 30-day warranty shall apply if this is longer than the remaining warranty period. All adjustments or changes to Wise Software performed by parties other than Wise shall render the above warranty null and void in all respects.
The Customer is entirely responsible and liable for the choice, installation and use of Wise Software as well as being responsible and liable for the results and consequences of the use of such software. No other warranties are made and no further warranties will be made in the future. In this respect, Wise specifically precludes any form of special embedded sales or performance warranties arising for any special purpose.
9. LIMITATION OF LIABILITY
In no event will Wise, its parent or subsidiaries or any of the licensors, directors, officers, employees or affiliates of any of the foregoing be liable to the Customer for any consequential, incidental, indirect or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information and the like), whether foreseeable or unforeseeable, arising out of the use of or inability to use the Wise Software or accompanying written materials, regardless of the basis of the claim and even if Wise or a Wise representative has been advised of the possibility of such damage. THIS LIMITATION WILL NOT APPLY IN CASE OF DEATH, PERSONAL INJURY AND LOSS OF, DAMAGE TO OR DESTRUCTION OF TANGIBLE PROPERTY ORDINARILY INTENDED FOR PRIVATE USE OR CONSUMPTION, ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER. Wise’s liability to the Customer for direct damages for any cause whatsoever, and regardless of the form of the action, will be limited to the money paid for the respective Wise Software that caused the damages.
Any claim the Customer may bring under this License Agreement must be brought within one (1) year after this License Agreement entered into effect.
10. TERM AND TERMINATION OF THE LICENSE AGREEMENT 
This License Agreement shall be valid from the date it entered into effect until terminated as provided in this License Agreement.

In the event of a serious breach of this Licence Agreement by the Customer, e.g. by non-payment, Wise is entitled to immediately terminate this Licence Agreement by means of written notification to the Customer. In the event of a serious breach of this Licence Agreement by Wise, the Customer is entitled to terminate this Licence Agreement after having notified Wise with 30-days’ notice, provided that Wise has not – during this 30 day-period – remedied such serious breach of the License Agreement. In other respects the Customer may, at the Customer’s convenience, terminate this Licence Agreement by means of written a 30-days’ written notice to Wise, such termination shall take effect on the first date of the subsequent month. On the termination of this Licence Agreement, irrespective of the cause of such termination, the Customer is under obligation to immediately destroy – without payment or reward – the Wise Software, including all back-up copies in existence, as well as those parts of the Wise Software that are integrated into other software, in any form whatsoever, as well as destroying all copies in the Customer’s computer memory or in the Customer’s data storage equipment. 

In addition to any other remedies or recourse open to Wise at law Wise shall be entitled to block access to any part of the Wise Software until any overdue debt has been settled, if any overdue invoice, fee or charge of any kind is still not settled within forty-five (45) days from its due date and the Customer fails to remedy within an additional thirty (30) calendar days.

In case of blocking access or any limitation of access to the Wise Software due to the Customer’s payment failure, the Customer hereby waives any rights it may have to claim of damages of any kind from Wise, including any right to terminate this License Agreement or to rescind the rights provided there under, regardless of whether the access limitation is for a brief period or a longer period.
11. AUDIT
During the term of the License Agreement and for four (4) years thereafter the Customer shall keep and maintain documents, records, and other materials relating to the Wise Software, the Scope of Use and the Customer’s performance under the License Agreement, including, without limitation, reports, orders, invoices, volume reports and records related to acquisition, delivery and, if applicable, destruction of the Wise Software.

At Wise’s request, the Customer agrees to provide a signed certification that the Customer is using the Wise Software pursuant to the terms of the License Agreement, including the Scope of Use. The Customer agrees to allow Wise, or Wise’s authorized agent, to audit the Customer’s use of the Wise Software. Wise will provide the Customer with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. Wise will bear all out-of-pocket costs that Wise incurs for the audit, unless the audit reveals that the Customer has exceeded the Scope of Use or is otherwise not in complicance with the terms and conditions of the License Agreement. The Customer will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at the Customer’s own cost. If the Customer exceeds the Customer’s Scope of Use, Wise may invoice the Customer for any past or ongoing excessive use, and the Customer will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Wise at law or equity or under the License Agreement. To the extent Wise is obligated to do so, Wise may share audit results with certain of Wise’s third party licensors or assign the audit rights specified in this Section to such licensors. 

The Customer further acknowledges and agrees that the Wise Software may be equipped with a feature that enables the Wise Software to submit automatically to Wise information in respect of the Customer’s use of the products in terms of the number of users accessing the Wise Software (access rights and tasks run by each user compared to the number of licenses acquired by the Customer) as needed by Wise to determine the License Fees as applicable from time to time.
12. FORCE MAJEURE
Except for payment obligations pursuant to this License Agreement or any obligations relating to the protection of or restrictions applicable to the other party’s confidential information or intellectual property, the Parties shall not be responsible for damages resulting from inability to perform contractual duties according to this License Agreement due to force majeure, including but not limited to disruptions to power supplies, telecommunications or transport; trade restrictions or strikes; transport damages; fire; natural disasters; war or terrorism; major accidents or epidemics; measures undertaken by national authorities or courts or legislative action.

The Parties shall notify the counterparty immediately in the event of conditions to which this provision may apply.  If 30 – thirty – days have passed since the situation arose and the situation is still present, the situation is to be considered over and obligations towards the counterparty will resume.
13. ASSIGNMENT 
Wise may assign its rights and/or duties pursuant to this License Agreement to any third party, having notified the Customer in writing of such assignment. The Customer is not entitled to assign any of his rights or obligations to any third party without the prior written approval of Wise. 
14. CONFIDENTIALITY AND DATA PROTECTION
The Customer undertakes to maintain confidentiality and to refrain from disclosing to any third party any information that the Customer may be given, whether orally or in writing by Wise, and which is referred to as confidential information or which specifically and by its nature must be considered confidential information, including, but not limited to,– trade secrets, know-how, inventions, terms, software, computer programs, specifications, source code, object code, algorithms, data explanation images, flow charts, research and development. 

If and insofar the Customer receives and process personal data which fall within the scope of the GDPR, it guarantees that with regard to such personal data all obligations inserted in the GDPR will be observed and that it is entitled to process such personal data. The Customer acknowledges and agrees that Wise will measure and analyse the Customer’s use of the Wise Software, for example for the invoicing of the license fee or for improving the Wise Software and the services of Wise. The analyses or measurements will only entail aggregated and anonymous data and will include the Customer’s use of components, additional modules, functionalities or add-ons.

15. GOVERNING LAW AND JURISDICTION
This License Agreement shall be subject to the laws and procedures of Iceland and the District Court of Reykjavík, shall be the court of jurisdiction. 
This License Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.