General terms between dizparc Värnamo AB and the licensee

In accordance with these general terms (“General Terms”) and in accordance with the Agreement (“License Agreement “) between dizparc Värnamo AB, corporate identify number 559064-1071, (“dizparc”) and the client (the Licensee), the Licensee is entitled to use at any time the provided Services by dizparc through the platform ignite and/or any other programs provided by dizparc together with this platform.

dizparc´s services (the Service) consists of the programs in ignite, and future products that will exist on dizparc´s server and/or other programs and services that dizparc provides alongside with the platform.

These General Terms shall apply if no other written agreement has been made between dizparc and the Licensee.

1. THE SCOPE OF THE SERVICE

1.1

The service refers to the services and systems that the licensee can download from Google play and App store(“ignite”) or cloud services that are included in the license. The licensee has accepted to acquire directly from dizparc through the license agreement and which can be acquired by the licensee’s computer from dizparc. The licensee is entitled to support in accordance with the terms provided in these General Terms.

1.2

dizparc commits to ensure that the Licensee gets access to the Service within reasonable time and to provide the Service during the period of the License Agreement, see 11.1. dizparc strives for providing support for different services. dizparc however does not have the responsibility for all the services at the given third-party services that are integrated with ignite’s platform. The licensee must ensure at each given function that the services are supported and compatible with ignite’s platform at each given third-party service. If the demands from different third-party services are changed, it could imply that dizparc also will change the current support for integration or another electronic communication. I.e the current integration support could be upgraded or removed/replaced.

1.3

An agreement is concluded between the licensee and the respective supplier regarding the licensee’s systems and services. Which means that dizparc is not a contracting party and therefore has no responsibility for the execution of these supplier’s services. The licensee will be liable for any costs that may arise from the supplier.

1.4

dizparc´s objective is that the Service shall be available for the Licensee via the Internet 24 hours a day and all days of the year. However, the Licensee is aware that dizparc may have to make arrangements that affect the availability of the Service, if and when dizparc finds it necessary due to technical, maintenance-, operational- or security related reasons. If possible dizparc shall inform the Licensee beforehand about planned interruptions in the Service. The Licensee is also aware that the availability to the Internet cannot be guaranteed overall. dizparc is not liable for potential damages that might befall the Licensee or a third party due to planned or unplanned interruptions in the availability to the Service. dizparc will always take reasonable precautions to avoid interruptions and to remedy interruptions that have occurred without unnecessary delay.

1.5

If the licensee has integrated the service with a third-party system then the licensee has the responsibility to ensure that the information and master data is correct in the systems which are integrated with ignite.

1.6

dizparc´s responsibility according to this Clause and otherwise according to these General Terms presumes that the Licensee meet all the responsibility and commitment provided by Clause 2 below, or otherwise provided according to these General Terms.

2. THE LICENSEE´S COMMITMENTS

Required equipment

2.1

The Licensee shall provide all telephone and computer equipment and all hardware and software, and other necessary equipment for the Licensee´s use of the Service. The Licensee is responsible for applications from third parties such as firewalls are installed properly and allow traffic ignite’s platform. The requirements for the usage of ignite on Android and iOS are referred to Google Play(“ignite”) and App Store(“ignite”).

2.2 Software

The customer must allow Google Play and App Store to automatically update the application version on the devices that are using ignite, independently wifi or 3g/4g (ref 5.1). ignite shall always be used with the latest available version.

Connection to the Service

2.3

Connection to the Service occurs when the Licensee concludes a License Agreement with dizparc. The License Agreement can be concluded either by written agreement or by registering with dizparc. When registering the Licensee´s users of the Service (Users) the correct information shall be stated and the licensee shall make sure that the information that is registered in the Service regarding the Licensee and Users is correct at all time and shall update the information when needed. If the licensee changes their information in a third-party system then the licensee is responsible update dizparc with those changes. The licensee is responsible to contact dizparc in case any third-party service is moved or upgraded. I.e an ERP server is moved or changes IP address (ref 5.1).

2.4

The Licensee undertakes not to use the Service in a way which is not in compliance with the purpose of the Service or that violates applicable law. The Licensee may only use the Service for its own, internal use. The Licensee undertakes to hold dizparc free of liability of any claim of damage from third party directed at dizparc, due to the Licensee´s use of the Service contrary to this provision, including but not limited to claims regarding encroachment of third party´s intellectual property rights. The Licensee shall adapt its use of the Service in accordance with dizparc´s instructions. The Licensee shall ensure and be responsible that all Users of the Service follow the content of the License Agreement and these General Terms.

2.5

When registering Users, the Licensee is responsible for the User´s competence to use the Service on the Licensee´s behalf. The Licensee is bound by the orders and endorsements made by the Users. The Licensee is responsible that the Useridentity/ies and the password/s the User acquires for the Service is stored in a satisfactory way and is inaccessible for third parties. It is not permissible for several Users to use the same username and password to log on to the Service. Every User shall log on individual with for the User unique user data. Users are not permitted to be logged on several devices simultaneously.

2.6

If a Licensee has more Users than what is stated in the License Agreement dizparc is entitled to automatically upgrade the Licensee to another license with more Users, which could result in an increased cost for the Licensee. The Licensee is responsible in full for any unauthorized use of the Licensee´s User´s user information, including all costs or damages that may result from such unauthorized use of the Service. The Licensee's liability for such unauthorized use ceases only when the Licensee has requested that dizparc shall block certain User´s access to the Service. dizparc is entitled to, with its own or with externally commissioned personnel, check the use of the Service at the Licensee and check the Licensee's use of user identities and passwords.

Personal data

2.7

In connection with the registration of Users personal data, MAC-addresses will be recorded for each device as part of the Service. The Licensee is responsible for obtaining the required consent under the Swedish Law of Personal data (Personuppgiftslagen 1998: 204) for the concerned Users for the personal data provided by the Licensee during usage of the Service or registering of Users for the Service.

3. HANDLING INFORMATION

3.1

The information that the Licensee registers via usage of the Service is stored in a server disposed by dizparc. The Licensee is not entitled to use information in the Service for any purpose other than use of the Service.

3.2

The Licensee is solely and exclusively responsible for all information that the Licensee´s Users register, process or handle through the Service. The Licensee is solely and exclusively responsible for the results the Licensee obtains through the use of the Service. dizparc does not guarantee that a particular result or a certain effect can be achieved through use of the Service.

3.3

dizparc is not responsible for disturbance or distortion of information that occurs when transferring information between third-party systems and ignite.

3.4

dizparc will not review the information and material the Licensee stores in the use of the Service or that is sent by the Licensee´s Users through use of the Service. If it comes to dizparc´s knowledge that the Service is used in a manner contrary to the provisions of these General Terms or contrary to applicable law dizparc is entitled to remove information or material that the Licensee´s Users registered in the Service. dizparc will not remove any information or material without prior notice to the Licensee.

3.5

The Service has the possibility to log the transactions that occur in the system. The purpose of this function is to improve dizparc´s opportunities to provide customer support, maintenance and upgrades, and to keep statistics on and analysis of the use of the Service. dizparc undertakes to treat all logged information as strictly confidential. dizparc will not disclose such information to third parties unless legal obligation exists, for example, because of a decision from court. The Licensee agrees that dizparc preserves the information in the time dizparc considers appropriate.

4. SUPPORT

4.1

Support is provided only in respect of services, systems information and/or products specified in the License Agreement or specified by ordering through dizparc and after the Licensee has paid the applicable support fee to dizparc. The Licensee shall be entitled to support service from dizparc in Swedish business days between. 08.30-16.00 (lunch 12.00-13.00 (support service can´t be guaranteed during lunch hours) excluding normal holidays in Sweden and the day before a holiday and the day after a holiday. The support includes support via phone and e-mail. dizparc is entitled to make reasonable adjustments of opening hours, contact information etc. and to suspend or postpone with telephone support.

4.2

dizparcs obligation to provide support presumes that: (a) The Licensee will use every reasonable effort to resolve any problems arising in consultation with dizparc, (b) The Licensee will provide the necessary information or the means necessary to enable debugging of the error, either at dizparc or via dial-up connection to the Licensee´s premises, including access to both his staff as the hardware and software used at the onset of the fault, and that (c) the Licensee promptly installs all maintenance releases. (d) is the support related to a third-party system then the customer should contact the suppliers.

4.3

The Licensee acknowledges that dizparc provide technical support remotely. The Licensee acknowledges that dizparc through such remote afforded access to the Licensee´s computer system and that its purpose is to enable dizparc´s support technician if necessary, make the necessary changes in the Licensee's computer system. The Licensee is responsible for its User being authorized, if necessary, to utilize support remotely. The Licensee is also aware and accepts that dizparc takes no responsibility for any damage - direct or indirect - caused the Licensee through the use of technical support remotely unless such damage is caused to the Licensee by malicious or gross negligent conduct, from dizparc.

4.4

dizparc is not obligated to provide support in the following situations: (a) The service has been altered, modified or damaged by the Licensee (excluding changes made under the direct supervision of dizparc) (b) The problem has arisen as a result of the Licensee acting negligently or due to cause beyond dizparc´s control, (c) the problem is due to software provided by third parties and are not licensed by dizparc, (d) the Licensee has failed to install and implement maintenance releases, which means that the version of the service used by the Licensee is a version of what dizparc no longer maintain support, (e) the Licensee has failed to pay overdue fees under the License Agreement to dizparc.

5. UPGRADES

5.1

With Upgrade means a change of service provided generally by dizparc during the contract period, which contains new or changed functions or which increases the service capacity. An Upgrade does not include the provision of new services or functions for which the special charge is made. If the question arises as to whether a particular service represents an Upgrade of the existing service or a new service or new functionality dizparcs perception will be decisive, provided that dizparc treats the new service as a new service or new functionality to end- users in general.

5.2

dizparc is entitled to but not obligated to upgrade the service continuously during the contract period and without any information or notice provided to the Licensee in advance for services that are not locally installed at the Licensee. dizparc provide upgrades continuously on locally installed services. It is the Licensee's responsibility and task of installing new upgrades on dizparc´s request. Upon request from the Licensee dizparc can be instrumental in this installation against remuneration at the prevailing rate.

6. INTELLECTUAL PROPERTY RIGHTS

6.1

The Licensee receives through the License Agreement a non-exclusive, nontransferable right to use of the Service and the Service software included to use the Service pursuant to the License Agreement and these Terms and Conditions.

6.2

dizparc is the sole owner of all intellectual property rights relating to the Service, all information contained in and created in the Service and to all intellectual property rights to the results generated by dizparc´s or the Licensee's use of the Service. dizparc is also the sole owner of all intellectual property rights in softwares in the Service to the extent that these rights do not belong to third parties. Selection and version of the software included in the Service, may vary during the term under dizparc´s decision. dizparc is not obliged to obtain the Licensee's approval for changing software or version of the software included in the Service. Software included in the Service may be copied by the Licensee to the extent expressly permitted in writing by dizparc. The Licensee shall under no circumstances process, transform or add to the software included in the Service, except as expressly set forth in the License Agreement.

6.3

The Licensee shall not use any rights belonging to dizparc and or any information relating to the Service other than as part of the use of the Service on the terms set out in these General Terms. This includes but is not limited to dizparc´s trademarks and company name.

6.4

Nothing in these General Terms or the License Agreement shall be construed or interpreted as a transfer of any intellectual property right or as a grant of any license except as expressly stated.

7. CONFIDENTIALITY AND DATA SECURITY

7.1

Except as provided otherwise in these General Terms each party undertakes to not divulge to third parties or otherwise make available information that the party has received from the other party under the License Agreement or use of the Service. The confidentiality does not apply to information that a party can prove has been made available otherwise than under the License Agreement or through use of the Service or that can be shown to be generally known.

7.2

The confidentiality does not apply when a party is required by law to disclose information.

7.3

The confidentiality shall continue even after the termination of the License Agreement.

7.4

The Licensee shall use the Service according to dizparcs's applicable regulations on data security.

7.5

dizparc has taken reasonable steps to ensure that the Licensee´s computers are not infected with software viruses or such programs at the Licensee's use of the Service. dizparc cannot guarantee that damage will not occur because of software viruses by use of the Service and the Licensee shall take appropriate measures to protect its computers and systems.

8. PRICE AND PAYMENT

8.1

The Licensee shall for use of the Service and for each User who is registered for the Service make payment to dizparc according to the price list agreed specifically between the parties. License fees are payable by the Licensee in advance according to invoice from dizparc. The price and charges the Licensee pays to dizparc depends on what features or services the Licensee uses and the extent or number of dispatches and number of Users. If the Licensee exceeds any of these parameters specified in the License Agreement dizparc has the right to automatically upgrade the Licensee to the utilization level and the Licensee must then make payment for the new higher level.

8.2

The number of subscriptions license and authorized Users can be increased/decreased by the Licensee adding or removing Users directly online by using the Service. For information about how Users are added or removed, the Licensee is referred to the dizparc.

8.3

Obligation to pay for new Users and/or new features or services, and obligation to pay for that the Service is utilized to a greater extent or more items used arises from the calendar month Users are registered to the Service or new features or services are started being utilized by the Licensee. For new Users, payment, unless otherwise specified, shall be made in advance by invoice. dizparc is entitled but not obliged to adjust the prices and fees that the Licensee must pay each calendar year. Information about such adjustment shall be made in advance of the effective date and in accordance with paragraph 13.1.

8.4

Invoices shall be paid within thirty (30) days after the invoice date and according to the instructions indicated on the invoice. If payment is delayed dizparc is entitled to, after ten (10) days has passed since the dispatch of the reminder, foreclose all the Licensee´s Users from the Service until full payment has been made. If full payment is not received within twenty (20) days thereafter dizparc is entitled to immediately terminate the Licensee´s license of the Service. If payment is delayed dizparc is entitled to remuneration for the reminder- and collection charges and interest under law along with other reasonable expenses in respect of late payment, for example, costs for the services of legal counsel.

8.5

Complaint against the invoice shall be rendered to dizparc at the latest fourteen (14) days from the date of the invoice. If complaints against the invoice is not rendered within that period, the Licensee shall be deemed to have approved the invoice.

8.6

Upon termination of the License Agreement the Licensee is not entitled to be refunded for paid fees.

8.7

If dizparc supports the licensee and it arises that the problem came from information or master data from a third-party system, then the amount of worked hours are invoiceable (ref license agreement).

9. LIMITATION OF LIABILITY

9.1

dizparc is not responsible for any direct or indirect loss or damage or other loss to the Licensee or any third party arising out of the Licensee's use of the Service or failure or interruption of service or errors in the information processed by the Service. dizparc is not responsible in any way for the data confidentiality in connection with the transmission of information via the integration with ignite. dizparc is not responsible for damage that occurs due to potential safety deficiencies of the Licensee's computer system or because of defects/deficiencies in the Licensee's original information to the Service. dizparc is not responsible for errors or omissions that may occur to the Licensee or any third-party for handling integration between third-party systems and ignite. The herein reported limitation of liability means that dizparc or a by dizparc engaged subcontractor is not liable for any damage arising due to server deficiencies, for example in response to stored information lost due to such errors.

9.2

dizparc cannot guarantee that the Service is completely free of minor errors in the program (bugs) and the Licensee is aware and accepts that flawless software cannot be achieved. The Licensee acknowledges that the Service, part of the Service or certain functions of the Service may have some downtime.

9.3

dizparc´s responsibility goes beyond the foregoing only if dizparc have caused the damage through gross negligence or with intent. Under all circumstances dizparc´s total and aggregate liability under the License Agreement for one or more events, whether these are connected with each other or not, is always limited to the Licensee's annual fee for the Service to a maximum of 50,000 SEK. Any claim by the Licensee against dizparc must be produced immediately and in any ratio within thirty (30) days from the date the Licensee knew or ought to have known of the circumstances upon which the claim is based. Failure by the Licensee to make the claim within this period results in the Licensee losing the right to make the claim effective. The Licensee is regardless of when the claim was produced not entitled to claim interest.

10. CLAIM ARISING OUT OF USE OF THE SERVICE

10.1

If claims are brought against dizparc or other actions are taken against dizparc because of the Licensee's use of the Service the Licensee undertakes to keep dizparc harmless in all parts and to reimburse dizparc for all costs dizparc incurs thereof. dizparc shall, within a reasonable time from when the claim is presented or from when legal actions is taken against dizparc give written notice to the Licensee of the claim and prepare the Licensee to approve any settlement or similar arrangements before such a meeting.

11. TERM, TERMINATION, ASSIGNMENT OF AGREEMENT ETC.

11.1

The License Agreement for the Service runs for an initial period of twelve (12) months from when the License Agreement was signed. If the License Agreement is not terminated within three (3) months prior to the expiration of the contract, the License Agreement is extended for twelve (12) months at a time with unchanged notice of termination.

11.2

Either party is entitled to terminate the License Agreement with immediate effect if the other party does not fulfill its commitments under the License Agreement or these General Terms of a major character and do not take corrective action within fifteen (15) days after notification from the other party. dizparc is entitled to immediately terminate the contract if the Licensee's connection to the Service is closed or could have been closed in accordance with these General Terms. dizparc is also entitled to, after notification to the Licensee, terminate the License Agreement immediately and turn off the Licensee's access to the Service if the Licensee has not used the Service for a period of at least two (2) months. Termination of the License Agreement shall always be in writing.

11.3

At dizparc´s termination of the License Agreement pursuant to 11.2 by reason of the Licensee's breach of the License Agreement, the Licensee shall keep dizparc harmless in respect of all the obligations to third parties that the Licensee donned as a result of the License Agreement at the time the License Agreement ceases and reimburse dizparc for any other costs, damages, or losses by reason of the breach.

11.4

If the License Agreement is terminated, dizparc is entitled to delete all information of the Licensee stored in dizparc´s server when using the Service. After termination of the License Agreement the Licensee is responsible for, at its own expense, securing access to and store the material that the Licensee acquired through use of the Service and that the Licensee wishes to preserve. Information will not be deleted earlier than sixty (60) days after the termination of the License Agreement except as provided in paragraph 3.4.

11.5

At the termination of the License Agreement, the Licensee shall immediately uninstall from all computers and storage media all software related to the Service and return all copies of such Software and any related documentation to dizparc. The Licensee shall, within ten (10) days from the termination of the License Agreement confirm in writing to dizparc that such uninstall and return has occurred.

11.6

The Licensee is not entitled to transfer, lease, lend or otherwise make available all or part of the Service or the whole or parts of the software of the Service, nor the results to be obtained by using the Service, to any third party except as expressly permitted under the License Agreement other than by written agreement with dizparc.

11.7

The License Agreement may not be transferred to a third party without prior written consent. dizparc is entitled to assign the License Agreement to a by dizparc wholly owned subsidiary or in connection with the transfer of the portion of dizparc’s business in which the License Agreement and the Service are included.

11.8

dizparc is entitled to engage sub-contractors to perform its commitments under the License Agreement. When engaging a sub-contractor dizparc is responsible for the subcontractor's work and services in relation to the Licensee.

12. FORCE MAJEURE

12.1

If dizparc is unable to fulfil the License Agreement or obligations under the License Agreement because of obstacles that lay beyond its reasonable control and the risk of obstruction should not have been taken into consideration at the time the License Agreement was concluded and could not reasonably have been avoided, then dizparc is entitled to suspend the fulfillment for as long as is required to remove the effects of such an obstacle. As obstacles outside dizparc´s reasonable control shall be deemed to cover, but not be limited to, inter alia, war, acts of war, terrorism, natural disasters, government action or omission, new or amended legislation, staff resignation, conflict on the labor market, embargo, fire, flood, serious disturbance in telecommunications, loss or destruction of data in large scale or property of significance, other extensive damage or accident of major and similar circumstances. Would fulfillment be suspended under this provision for a period exceeding ninety (90) days, the Licensee is entitled to terminate the License Agreement. dizparc is not responsible for damage or loss that may occur to the other party as a result of fulfilment in accordance with the above is suspended or terminated.

13. AMENDMENTS TO TERMS

13.1

dizparc is entitled to amend the General Terms of the Service with binding effect for the Licensee, provided that dizparc has informed the Licensee of these amendments no later than three (3) months before the amendments of the provisions comes into force. In the event that the Licensee does not accept the amendments to these General Terms, the Licensee is entitled to, before the new terms come into force, terminate the License Agreement at the date that the amended General Terms comes into force. dizparc shall inform and notify the Licensee that the above provisions are amended in this paragraph under paragraph 14.2 and paragraph 14.3 of these General terms.

13.2

In connection with entering into the License Agreement the Licensee subscribe for a license covering a maximum number of dispatches, as indicated on ignite pricelist. If the number of dispatches from the Licensee exceeds the License Agreement pursuant to the contractual annual number within a continuous period of 12 months the Licensee's license is automatically upgraded to the nearest major license that covers the achieved annual number. The upgrade will take place on the date that the number of dispatches of the current license covers are exhausted. After the upgrade, the Licensee shall pay the higher license fee in accordance with applicable price list for the Service. Otherwise, the License Agreement remains unamended between the parties. With a consignment means when a consigment-ID or a package-ID is created for the current carrier. A consigment-ID or a package-ID is deemed to have been created regardless of whether it is stored, printed or transmitted electronically via the Service.

14. GENERAL PROVISIONS

14.1

The License Agreement and these General Terms constitute the entire agreement between the parties relating to the Licensee's use of the Service. Any written or verbal commitments and pledges prior to the License Agreement, are replaced by the contents of the License Agreement. Amendments or supplements to the License Agreement or these General Terms shall, except as set forth in paragraph 13 above, to be binding be made in writing and duly signed by the parties.

14.2

Communication and information to the Licensee can be done by mail, electronic mail. Message sent by mail shall be deemed to have reached the counterpart three business days after the dispatch if the letter was sent within Sweden and five (5) business days if the letter has been sent from abroad. Message sent by electronic mail shall be deemed to have reached the other party no later than one (1) business day after the dispatch.

14.3

Messages from dizparc to the Licensee will be sent to the email address or the address stated by the Licensee in the License Agreement. Messages from the Licensee to dizparc can be sent via the email address given by dizparc.

14.4

In those cases, pursuant to these General Terms that a written message from one party is required to which as a written message is considered letter, electronic mail. However, for the Licensee´s termination of the License Agreement a physical document (letter) signed by an authorized representative of the Licensee is required.

15. APPLICABLE LAW AND DISPUTES

15.1

Swedish law shall apply to the License Agreement and these General Terms.

15.2

Disputes concerning the interpretation or application of this Agreement shall be finally determined by arbitration proceedings administered according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration proceedings shall be based in Jönköping. If it is clear that the dispute concern a claim not exceeding one hundred thousand (100.000) SEK, or if the Licensee is a consumer who uses the Service only for personal use, the dispute shall be settled by general court. If the disputed claim amount to more than one hundred thousand (100.000) SEK but less than one million (1.000.000) SEK the Arbitration Institute of the Stockholm Chamber of Commerce rules for Expedited Arbitrations shall apply. However, dizparc is entitled to bring before a general court claim for remuneration or coercive measures against the Licensee due to unlawful reproduction or distribution to the public of the Service.