End User Licence Agreement [EULA]

Subject to the terms and conditions of this Agreement (including Customer's obligation to pay the Licence Fees), LICENSOR grants to Customer a non-exclusive, non-transferable, limited license under all of LICENSOR's Intellectual Property Rights: to (i) use the Licensed Software (in Executable Code form only) in the Territory, for the number of End-Users listed in Attachment 1 (as may be mutually updated by the parties from time to time) solely for Customer's internal business purposes and in accordance with the Documentation; and (ii) reproduce, and use the Documentation solely in connection with the license granted herein and solely for internal purposes.

Customer may make a reasonable number of copies of the Documentation and may make one (1) copy of the Executable Code of the Licensed Software for back up or archival purposes. Customer may not copy the Licensed Software, except as expressly permitted by this Agreement. Customer shall maintain accurate and up to-date records of the location of the Licensed Software, including all copies, and upon LICENSOR's request, shall inform LICENSOR in writing of such location(s). All copies of the Documentation and/or Licensed Software will be subject to all terms and conditions of this Agreement. Whenever Customer is permitted to copy or reproduce all or any part of the Documentation or Licensed Software, all titles, trademarks, copyright symbols and legends and other proprietary markings must be reproduced and not covered or obscured in any manner.

Restrictions on use:

LICENSOR will make, and Customer will take, delivery of one copy of the most current Release of the Licensed Software.

Installation and implementation of the Licensed Software shall be Customer's responsibility. Customer may separately contract with LICENSOR for implementation assistance if Customer so desires. Initial delivery of the Licensed Software shall constitute acceptance of the Licensed Software and fulfilment of LICENSOR's obligation under this paragraph relative to such Licensed Software.

Subject to the terms hereof, the Licensed Software is licensed for use by the Customer only.

4.4 Customer acknowledges that the Licensed Software (and the components thereof) contains unique, confidential and secret information and is the trade secret and confidential proprietary product of LICENSOR or its LICENSORs. Customer shall not allow any person or entity to copy the Licensed Software in whole or in part in any manner except as expressly permitted in this Agreement. Customer shall not disclose or otherwise make Licensed Software available to any person or entity other than employees of Customer, only to the extent required to for normal use of the Licensed Software. Customer agrees to obligate each such employee to a level of care sufficient to protect the Licensed Software from unauthorized use or disclosure. These obligations are independent covenants and shall continue after this Agreement is terminated.

4.5 Customer has sole responsibility for Customer's use and operation of the Licensed Software, including monitoring and verifying input and output data, back up of input and output data, providing data for any files or tables of such Licensed Software, and for maintaining the required Licensed Software operating environment.

Any services not specifically set forth in this Agreement including, but not limited to, installation, implementation, training, hosting, data processing, and other specialized consulting services, may be provided pursuant to the terms of a separate written agreement between LICENSOR and Customer, as may be mutually agreed by the parties.

Customer recognizes that the Licence Fee does not include hardware or any Third Party Products which may be required to be licensed by Customer for Customer to utilize the various capabilities of the Licensed Software and that Customer is responsible for the costs and licenses to obtain such hardware or Third Party Products.

Customer shall pay all amounts set forth in this Agreement in the manner specified. All amounts are stated and payable in Sterling or such other currency as may be stated in any Invoice or Order. Customer shall pay a late charge on any amount which remains unpaid thirty (30) days after its due date. The late charge shall be compounded and computed daily at the lesser of (i) 1.5% per month, or (ii) the highest rate permitted by law.

Except for income taxes levied on LICENSOR's net income, Customer shall pay or reimburse LICENSOR for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, including sales or use taxes, data processing taxes, royalty taxes, property taxes, international withholding taxes (including those in lieu of income taxes), customs or other import or export taxes, value added taxes and amounts levied in lieu thereof based on charges set, services performed or to be performed, or payments made or to be made hereunder. Customer shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to LICENSOR under this Agreement. This provision shall survive the termination of this Agreement and shall be applicable regardless of the time frame in which the requirement of the payment of such taxes or assessments is asserted (e.g. a deficiency assessment by a taxing authority as a result of an audit after the termination of this Agreement.) Provided, however, LICENSOR will cooperate with Customer to attempt to minimize the amount of taxes and assessments payable by the Customer in accordance with applicable statutes, rules and regulations.

LICENSOR warrants that it has the right or will have the right upon compliance by Customer with the terms and conditions set forth herein, including the additional license terms for Open Source Software referenced in Section 3.4 and Attachment 1, to license the Licensed Software to LICENSOR.

Customer acknowledges that the Licensed Software may contain Nonconformities. For a period of ninety (90) days after delivery of the Licensed Software, LICENSOR warrants that it will correct, at LICENSOR's sole cost and expense, the computer programs of the most current Release of the Licensed Software if it fails to operate in accordance with its Documentation provided Customer is entitled to Maintenance for the Licensed Software, and has provided LICENSOR with notice of the Nonconformity.

EXCEPT AS PROVIDED IN SECTION 7.1, THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ALL OPEN SOURCE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO WARRANTIES OR CONDITIONS TO CUSTOMER OR ANY OTHER THIRD PARTY, WHETHER EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT WITH RESPECT TO THE LICENSED SOFTWARE AND DOCUMENTATION, OPEN SOURCE SOFTWARE, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. LICENSOR DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR PERFORMANCE OF THE LICENSED SOFTWARE OR DOCUMENTATION, OR OPEN SOURCE SOFTWARE.

Indemnification. LICENSOR shall indemnify Customer and any of Customer's employees or agents against all liabilities, claims and legal costs (including reasonable attorney fees) arising from any non-affiliated third party claim or suit alleging that the Licensed Software infringes: (i) any copyright; (ii) the trade secret or trademark rights of any third party; or (iii) any patent existing on the date the Licensed Software in question is delivered to Customer. Customer shall promptly notify LICENSOR in writing of any third party claim. No failure to so notify LICENSOR shall relieve LICENSOR of its obligations under this Agreement except to the extent that LICENSOR can demonstrate damages attributable to such failure. LICENSOR shall be entitled to have sole control over the defence and settlement of such claim; provided that (i) Customer shall be entitled to participate in the defence of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (ii) LICENSOR shall obtain the prior written approval of Customer before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other equitable relief to be imposed against Customer.

Limitations on Indemnification. LICENSOR shall have no liability for, and shall not indemnify Customer against, any infringement claim resulting from: (i) Customer's modification of any Licensed Software; (ii) Customer's combination of any Licensed Software with hardware, software or other intellectual property provided by anyone other than LICENSOR; (iii) use of a superseded or altered release of some or all of the Licensed Software or any modification thereof furnished under this Agreement including, but not limited to, Customer's failure to use corrections, fixes, or enhancements made available by LICENSOR; or (iv) Customer's use of any Licensed Software in any manner not expressly contemplated hereunder.

Repair or Replacement of Infringing Software. If a third-party infringement claim includes an injunction prohibiting or otherwise prevents Customer from continued use of the Licensed Software or portion thereof, LICENSOR shall, at its sole election and expense: (i) procure for Customer the right to continue to use the Licensed Software pursuant to this Agreement; (ii) replace or modify the Licensed Software to make it non-infringing while still complying with the terms of this Agreement; or (iii) if none of the above options is reasonably available, refund the Licence Fee associated with the infringing portion of the Licensed Software, minus depreciation based on a three year useful life.

No Applicability to Third Party Products or Open Source Software.

EXCEPT AS SET FORTH IN SECTION 7.1, LICENSOR makes no representations or warranties of any kind, and provides no indemnification or replacement covenants of any kind, with respect to Third Party Products or to any open source software included with or in the LICENSED SOFTWARE.

CUSTOMER'S REMEDIES AND LICENSOR'S LIABILITY UNDER THIS AGREEMENT ARE LIMITED TO THE REMEDIES AND LIABILITIES SET FORTH IN PARAGRAPHS 7.1 AND 10.2 OF THIS AGREEMENT. IF NOTWITHSTANDING THE ABOVE CUSTOMER IS ENTITLED TO RECOVER DAMAGES FROM LICENSOR FOR ANY REASON, THEN IN THE AGGREGATE LICENSOR SHALL ONLY BE LIABLE FOR (i) PAYMENTS MADE IN DEFENCE OF ANY INFRINGEMENT CLAIM UNDER PARAGRAPH 7.4 ABOVE AND (ii) THE AMOUNT OF ANY OTHER ACTUAL LOSS OR DAMAGE WHICH IS NOT IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO LICENSOR UNDER THIS AGREEMENT.

EVEN IF CUSTOMER'S EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES, LICENSOR SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER OR OTHERS FOR ANY ECONOMIC LOSS OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) OR INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT LICENSOR REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT OR DELICT (INCLUDING LICENSOR'S OWN NEGLIGENCE), LAW OR EQUITY AND REGARDLESS WHETHER LICENSOR IS INFORMED OF THEIR POSSIBILITY.

LICENSOR shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, industrial disputes, shortages of suitable parts, materials, labour or transportation, or any similar cause beyond LICENSOR's reasonable control.

The term of this Agreement commences on the Effective Date and shall continue as specified on the Order or until termination in accordance with Section 10.2 or 10.3.

Either party may terminate this Agreement upon a material breach by the other party of any one or more of the terms and conditions of this Agreement, provided the party in breach is notified in writing by the other party of the material breach and such breach is not cured or a satisfactory resolution agreed upon in writing within thirty (30) days of such notice. Notwithstanding anything contained in this Agreement, LICENSOR shall have the right to terminate this Agreement without notice if Customer breaches Section 2 or Section 3

In the event a party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy or petitions for reorganization or arrangement under the bankruptcy laws, or if a petition in bankruptcy is filed against a party, or if a receiver or trustee is appointed for all or any part of the property and assets of a party, the other party may terminate this Agreement.

Customer agrees that upon the termination of this Agreement, Customer shall not use the Licensed Software designated herein and shall return to LICENSOR, within thirty (30) days after such termination, the original and all copies of such Licensed Software. Due to the nature of such Licensed Software and the need for its protection as a trade secret and confidential proprietary information, time is of the essence in its return, and in the event of Customer's failure to do so within the time provided herein, Customer agrees that LICENSOR shall be entitled to obtain injunctive relief to require such return, reasonable legal fees and costs incurred in obtaining such interlocutory relief and such damages as a court of competent jurisdiction shall award. If the Licensed Software has been modified or merged with other computer programs and it is impractical to separate and return such Licensed Software, Customer shall destroy the Licensed Software and all copies thereof in its modified or merged state, and within thirty (30) days of termination of this Agreement, an officer of Customer shall certify to LICENSOR in writing that the Licensed Software and all copies thereof have been destroyed. Timely certification of destruction shall fulfil Customer's obligation to return the Licensed Software. Failure to so certify destruction shall constitute failure to return the Licensed Software. Customer shall remain liable for all charges required under the Agreement, which are unpaid as of the date of termination.

All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by certified mail, return receipt requested, first class postage prepaid, or sent by overnight express or similarly recognized overnight delivery with receipt acknowledged, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder:

If to LICENSOR: To the address stated at the start of this Agreement or such other address as the LICENSOR may provide.

If to Customer: To the address stated in the Order or such other address as the Customer may provide.

Customer promises not to disclose the terms and conditions of this Agreement to any third party, except as required in the normal conduct of Customer's business or as agreed to by LICENSOR.

Customer agrees to cooperate with LICENSOR by providing information and approval for joint news releases about the business relationship between LICENSOR and Customer and Customer's “success story” regarding use of the Licensed Software. LICENSOR agrees that no news release will be released without Customer's prior approval. LICENSOR may identify Customer as a Customer in LICENSOR's marketing and promotional materials. Customer agrees to act as a positive reference regarding its use of the Licensed Software.

This Agreement, any Attachments made a part hereof: (i) constitute a fully integrated contract and state the entire agreement between the parties and supersede and merge any and all prior discussions, representations, demonstrations, negotiations, correspondence, writings and other agreements and together state the entire understanding and agreement upon which LICENSOR and Customer rely respecting the subject matter of this Agreement; (ii) may be amended or modified only in a writing agreed to and signed by the authorized representatives of the parties and (iii) shall be deemed to have been entered into and executed in Scotland and shall be construed, performed and enforced in all respects in accordance with Scots Law. The parties hereby submit to the exclusive jurisdiction of the Scottish courts. Because the parties agree that this contract is not a contract for the sale of goods, this Agreement shall not be governed by any reference to the United Nations Convention on Contracts for the International Sale of Goods. Notwithstanding any acknowledgment by LICENSOR of a purchase order submitted by Customer, any condition or provision in any such purchase order or other memorandum of Customer which is in any way inconsistent with, or which adds to the provisions of this Agreement, is null and void.

Neither party hereto shall be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by the authorized representative of the party. No delay or omission by either party hereto in exercising any right shall operate as a waiver of such right. A waiver of a right on any one occasion shall not be construed as a waiver of such right on any future occasion. All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. Notwithstanding the foregoing, no action, with the exception of an action for breach of the confidentiality obligations delineated in this Agreement, arising out of breach of this Agreement or transactions related to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued, regardless of the form.

The descriptive headings of this Agreement are intended for reference only and shall not affect the construction or interpretation of the Agreement. References to this Agreement are inclusive of Attachments which are specifically made applicable to this Agreement by their terms.

If any provision of this Agreement or the application thereof to any party or circumstances shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Binding Nature; Assignment. Customer shall not assign any rights or delegate any obligations created by this Agreement without the prior written consent of LICENSOR. The LICENSOR's consent to any assignment may be subject to additional fees, including additional Licence Fees, which may be different from those listed herein based on the type of entity to be licensed and services to be provided by the entity. Any assignment in violation of this Agreement is void. This Agreement shall be binding upon the successors and permitted assigns of the parties.

The Parties shall each process any personal data (as defined in the Data Protection Act 1998) in accordance with the provisions of that Act.

With effect from the time at which the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and /or any applicable legislation adopted by the United Kingdom post its ceasing to be a Member State of the European Union, has the force of law in relation to the Parties, the Parties hereby confirm that they shall negotiate in good faith such amendments to this Agreement as may be necessary to ensure that the Parties meet their respective obligations thereunder.

If, during the term of the Agreement the United Kingdom leaves the European Union, the Parties shall discuss in good faith what procedures and processes require to be put into place to ensure that the personal data is processed in accordance with the standards and laws to which the Parties are subjected.

LICENSOR agrees to deposit, with a mutually agreed upon escrow agent, a single complete copy of the source code, along with all associated Documentation (collectively the “Source Materials”), for the benefit of all customers to the current generally available version and most immediate past version of the Licensed Software. Customer shall pay the cost of escrow.

LICENSOR agrees that the following conditions shall be conditions upon which the Source Materials shall be released to Customer: (1) LICENSOR ceases to do business and no successor has agreed to assume LICENSOR's obligations under the Agreement; (2) LICENSOR enters into any form of insolvency and such is not discharged within 30 days; (3) LICENSOR ceases to provide or advises the Customer in writing that it intends to cease to provide Maintenance and Support to Customer. These release conditions shall be made a part of any escrow agreement entered into with a third party escrow agent. Upon release of the Source Materials to Customer, and following the receipt by Customer of the Source Materials, LICENSOR grants to Customer, a non-transferable, perpetual, irrevocable, fully-paid, non-royalty bearing license to use the Source Materials solely to maintain the Source Materials to support Customer. At such time as the Agreement has expired or been terminated and no Customer Licenses to the Licensed Software survive, then Customer shall return all Source Materials and copies thereof, to LICENSOR.For the avoidance of doubt Licence Fees shall continue to be payable for as long as Customer uses the Licensed Software.