October 13, 2022

This End User License Agreement (this “Agreement“), is a binding agreement between Asgard Alliance Inc a Montreal-incorporated company (“Licensor“), and the person or entity identified using the Solution (“Licensee“).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING ASGARD ALLIANCE’S PROPRIETARY SOLUTION (the “Solution”) OR OBTAINING A LICENSE KEY TO THE SOLUTION OR USING THE SOLUTION. THE SOLUTION IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOLUTION OR OBTAINING A LICENSE KEY TO THE SOLUTION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD REFRAIN FROM ACCESSING OR USING THE SOLUTION. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND ASGARD ALLIANCE INC CONCERNING THE SOLUTION, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH CONCERNING RELATING TO THE SOLUTION.

WHEREAS the Agreement governs the access by the Licensee to use the Asgard Labels, a labeling solution integrated with Acumatica which includes the Acumatica Customization package for Label definitions and printing, the related wiki online documentation, and any other files that may accompany the product (individually and collectively, the "Solution”);

WHEREAS the Licensor wishes to license the Solution to the Licensee, and the Licensee desires to purchase the license under the terms and conditions stated below.

1. TERM OF LICENSE

1.1. Limited License.

Under this Agreement the Licensor grants to the Licensee a non-exclusive and non-transferable limited license to use and implement the Solution during the Term, as that term is defined below, only in accordance with this Agreement (the "License").

1.2. Rights Reserved.

Any rights not expressly granted herein shall be reserved for the Licensor. In particular, and for greater clarity, all intellectual property rights in the Solution and other materials incorporated or used in connection therewith, including, but not limited to, copyrights, trademarks, and patents, are owned by Licensor.

1.3. Exclusion.

Source code as well as any other information pertaining to the logic, design, or structure of the Solution are specifically excluded from the License granted hereunder.

1.4. No sub-licensing to third Parties.

The licensee may not rent, lease, lend, pledge, sub-license or directly or indirectly transfer or distribute the Solution to any third Party, and you may not permit any third Party to have access to and/or use the functionality of the Solution.

1.5. Ownership.

Title, copyright, intellectual property rights and distribution rights of the Solution shall at all times remain exclusively with the Licensor. Intellectual property rights include the look and feel of the Solution. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Solution.

1.6. Development.

It is agreed that all new developments (including discoveries, concepts, methods, designs, Solutions (source code, object code, and related documentation), systems, techniques, concepts, designs, ideas, algorithms, formulae, data, methods, processes, patentable and unpatentable inventions, contracts, plans, sketches, drawings and reports relating to the Solution as well as developments, modifications, adaptations, applications thereto and any know-how and other intellectual property relating thereto) realized or created by or with the collaboration of the Licensee during the term of this Agreement (collectively “Developments”) shall be the exclusive property of Licensor. Licensee undertakes to execute any written instruments and shall do any other acts reasonably requested by Licensor to obtain the registration or other confirmation of the Licensor’s ownership in such new Developments and to assist Licensor or such other Party as Licensor designates in writing to perfect or protect any and all such rights in any new Development.

1.7 Limitations on reverse engineering, decompilation, and disassembly

The Solution may not be modified, reverse-engineered, decompiled, or disassembled in any manner through current or future available technologies.

2. SCOPE OF USE

You may use as many printers of the Solution as your license allows. The Solution may not be used on or distributed to a greater number of printers than you have licenses for. The Solution can be used by an unlimited number of users and there is no limit to how many labels can be created or printed.

3. SUPPORT AND UPDATES

3.1 No training:

No training is provided in accordance with this Agreement.

3.2 Support:

No support is provided in accordance with this Agreement.

3.3 Maintenance:

During the Term, the Licensee will be entitled to maintenance upgrades and bug fixes.

3.4 Updates:

The Licensee is required to accept all updates, patches, maintenance and service packs (collectively, “Updates”) necessary for the proper function and security of the Solution, as such Updates are released by the Licensor.

4. SUBSCRIPTION FEES

The subscription fees paid by you are paid in consideration of the license granted under this Agreement. Asgard Alliance does not refund subscription fees except as set forth in this Agreement. By accepting this Agreement, you fully understand that once subscription fee payment is made to Asgard Alliance you will have no recourse for receiving a refund of any part of the fees.

5. WARRANTIES AND REPRESENTATIONS

5.1 Warranties.

The Licensor warrants and represents that it is the copyright holder of the Solution. The Licensor warrants and represents that granting the license to use this Solution is not in violation of any other Agreement, copyright, or applicable statute.

5.2 No Warranty expressed or implied.

The Licensor makes no warranty expressed or implied regarding the fitness of the Solution for a particular purpose or that the Solution will be suitable or appropriate for the specific requirements of the Licensee.

5.3 Not fault tolerant.

The Licensor does not warrant that the use of the Solution will be uninterrupted or error-free or that the System is fault-tolerant. The Licensee accepts that solutions in general are prone to bugs and flaws within an acceptable level as determined in the industry.

5.4 No other warranties, liabilities, or remedies against Licensor.

a) The Solution is provided by the Licensor and accepted by the Licensee "as is". Licensor disclaims, to the extent permitted by applicable law, all other warranties and liability for damages by Licensor for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee, whether direct, indirect or consequential, arising out of the use or failure to use the Solution.

b) In any event, the maximum aggregate liability of the Licensor, its officers, directors, shareholders, employees, agents, distributors, and resellers, under this Agreement for all losses, damages, expenses, or injuries, whether under contract, tort (including without limitation, negligence, and strict liability), by statute, other legal theory, or otherwise, howsoever arising, shall be limited to the license Fees paid by Licensee, regardless of a breach of any fundamental term or a finding that the remedies provided herein failed with respect to their essential purpose.

6. TERM AND TERMINATION

6.1 This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form until terminated as set forth herein (the “Term “).

6.2 Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation.

6.3 Licensor may terminate this Agreement, without notice to Licensee if Licensee, breaches this Agreement.

6.4 Licensor may terminate this Agreement, effective immediately if Licensee fails to make a required License Payment.

6.5 Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

6.6 Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Solution and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

7. MISCELLANEOUS

7.1 Acceptance.

All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.

7.2 Term

The term of this Agreement will begin on Acceptance and shall be for a period of one year unless otherwise terminated as provided herein (the “Term”).

7.3 Force Majeure.

The Licensor will be free of liability to the Licensee where the Licensor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Licensor has taken any and all appropriate action to mitigate such an event.

7.4 Choice of Forum.

The Parties agree, for any civil action or proceeding arising out of or relating to either this Agreement or the relationship of the Parties may bring such action or proceeding, to only select the judicial district of Montreal, Quebec as the proper venue for the hearing of such action or proceeding.

7.5 Governing Law.

The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Quebec for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Quebec.

7.6 All Modifications in Writing.

This Agreement can only be modified in writing and signed by both the Licensor and the Licensee. This Agreement does not create or imply any relationship in agency or partnership between the Licensor and the Licensee.

7.7 Headings.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.

7.8 Validity of the provisions.

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

7.9 Severability.

If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

7.10 Survival.

Any right, obligation or required performance of the Parties in this Agreement which, by its express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

7.11 Entire Agreement.

This Agreement contains the entire Agreement between the Parties. All understandings have been included in this Agreement. Representations which may have been made by any Party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

7.12 Binding Effect.

This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Licensor’s successors and assigns.

7.13 Right to Use Name.

Unless you provide Asgard Alliance with written notice to the contrary, you give Asgard Alliance the right to use your name in print, online, and in other multimedia advertising and marketing materials for the purpose of disclosing that you are a customer of Asgard Alliance.

7.14 Amendment.

Asgard Alliance reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of Asgard Alliance’s End User License Agreement, posted at https://www.asgardalliance.com, the latter will prevail. If you do not accept amendments made to this Agreement, then this agreement will be immediately terminated pursuant to Section 6.

7.15 Language.

This Agreement has been drafted in the English language at the request of the Parties. À la demande des Parties, cette convention a été rédigée en langue anglaise.

© Asgard Alliance, 2022