LS Retail Customer Agreement for Software Products in Microsoft Managed Service

LS Retail Customer Agreement for Software Products in Microsoft Managed Service This Customer Agreement governs the Customer s use of an LS Retail Software Product (hereafter the Software Product ). The Customer Agreement consists of; The terms set forth in this Customer Agreement The LS Retail Software License Terms ( SLTs ) and all Schedules, Exhibits and Addendums made to the SLT s provided however that for the purposes of this Customer Agreement, LS Retail ehf. or LS shall replace Partner as the licensor of the Software Product according to the SLTs. The then current Microsoft Software License Terms for Microsoft Dynamics (if the Software Product is embedded with a Microsoft Dynamics product), as applicable. By installing, having installed, or using the Software, you accept these terms. If you do not accept them, do not install, have installed or use the Software. If you comply with these license terms, you have the rights below. 1. BACKGROUND AND SCOPE The terms set forth in this document form a Customer Agreement, a legally binding agreement between LS and a Customer who wishes to access a Company Application Service. Such a legally binding agreement between LS and its Customer is a necessary requirement set forth by Microsoft in its agreements with LS. By clicking accept Customer expressly agrees to be bound by the provisions set forth in these terms. 2. DEFINITIONS Terms defined in this Article 2, and parenthetically elsewhere, shall throughout this Customer Agreement have the meanings here and there provided. Defined terms may be used in the singular or plural. The words below are agreed to mean as follows: 2.1. Acceptable Use Policy means Microsoft s then-current policy that identifies activities that Customers are prohibited from doing with the Online Services. 2.2. CSSD Policy or Cancellation, Suspension, De-Provision, and Discontinuation Policy means Microsoft s then-current policy that sets forth the requirements and process to cancel, suspend, deprovision, or discontinue the Online Service, and the parties duties on cancellation, suspension, deprovision, or discontinuation of the Online Service. 2.3. Customer means any legal entity with a valid Customer Agreement that purchased rights to, and which LS permits access to or use of a Tenant. 2.4. Customer Agreement Means these terms, which, when agreed to by Customer form a legally binding agreement between LS and Customer that sets forth the terms and conditions under which LS will provide any Company Application Service to Customer, including the LS Retail SLTs. LSR Customer Agreement 2015.1 Software Products in Managed ServicePage 1 of 5

2.5. Company Application means appropriately licensed software (which may include Dynamics NAV Software, other Microsoft software, Company software, third party software, or a combination thereof that LS builds on top of a Supported Platform (e.g. the Software Product LS Fashion Express). 2.6. Company Application Service means the Platform combined with a Company Application running on the Service Infrastructure in Microsoft Azure. 2.7. Customer Data means all data, documents, files, code, images, text or sound files, content, output or other materials, that (A) Customers Share with the Online Service; or (B) result from Customers use of any Company Application Service. 2.8. Documentation" shall mean user guides and other documentation, issued by LS from time to time to assist with the sale, implementation and use of the Software Product. The Documentation is made available on the LS Retail Portal. LS reserves the right to make amendments, from time to time, to the Documentation. 2.9. LS means LS Retail ehf. 2.10. Management Portal means the Microsoft web interface and APIs through which LS deploys Company Application Services and creates or otherwise manages Tenants associates with a Company Application Service. 2.11. Managed Service means the Microsoft Dynamics NAV managed service for partners provided by Microsoft to LS. 2.12. Microsoft Azure means a cloud service platform provided by Microsoft that enables customers to build, deploy, and manage applications and access and store data. 2.13. Online Service means all or any part of (A) the Management Portal; (B) the Management Portal application programming interface; and (C) the Managed Service hosting Company Applications, Company Application Services, and Tenants associated with such Company Application Services. 2.14. Partner means a company which according to a separate agreement with LS, is authorized to sell the Software Product to Customers on behalf of LS. 2.15. Platform means platform components (e.g., server, clients, and help server) of the Dynamics NAV Software together with any Service Update for such software that Microsoft makes generally available. 2.16. Share means to submit, upload, share, post publish, transmit, display or otherwise make available. 2.17. Software Product shall mean one or more of LS s software solution/s provided under this Agreement. 2.18. Subscription Period means the period of time which Customer is licensed to use Company Application Service. 2.19. Supported Platform means a version of the Platform that Microsoft makes available in the Management Portal for deployment and which has not expired. 2.20. Tenant means an entity in the Management Portal that is (A) associated with a Customer, or (B) used for other purposes like administration and testing. 3. CUSTOMER ACKNOWLEDGEMENT By agreeing to these terms, Customer expressly acknowledges that it has read and understands the following provisions: 3.1. Customer expressly acknowledges that the Customer Agreement governs Customer s use of any Company Application Service; LSR Customer Agreement 2015.1 Software Products in Managed ServicePage 2 of 5

3.2. Customer expressly acknowledges that, notwithstanding any Microsoft branding within a Company Application Service, the Company Application service (and, as between LS and Customer, the Online Service on which such Company Application Service depends) is provided solely by Company, not Microsoft, and Microsoft is not liable in any way for any Company Application Service (and such dependent Online Service) or for any processing or any misuse of any of Customer s data or Personal Information by Company or any Company personnel; 3.3. Customer expressly acknowledges that portions of the Online Service are copyrighted, may include trademarks of, and may be hosted by, Microsoft or third parties; 3.4. Customer expressly acknowledges that termination of LS s agreement with Microsoft will automatically terminate Customer s access to, and use of, any Company Application Service; 3.5. Customer expressly acknowledges that LS may disable Customer s access to any Company Application Service, which may mean that Customer will have limited or no access to such Company Application Service. Microsoft will not be liable in any manner whatsoever to Customer for any issues arising out of Company s disabling Customer s access to any Company Application Service; 3.6. Customer expressly acknowledges that Microsoft reserves the right to terminate access to any Company Application Service, at any time, for any reason, including LS s violation of its agreement with Microsoft, an intellectual property infringement claim, or a court or other governmental order; 3.7. Customer expressly acknowledges that Microsoft, as the hosted service provider, may periodically have access to Customer s data that is Shared with Company Application Services, but only as needed to operate the Online Services (which may include providing Service Updates or troubleshooting problems with Company Application Services or the Online Service). Likewise, LS Retail may access Customer Data for the purpose of performing its duties related to the Company Application Services; 3.8. Customer expressly acknowledges that the Online Service is confidential information of Microsoft and its suppliers; 3.9. Customer expressly acknowledges that Microsoft can contact Customer to notify it of service interruption issues and take all necessary actions as further described in the Microsoft s CSDD Policy; 3.10. Customer expressly acknowledges that Customer will at all times be appropriately licensed for all Microsoft Software necessary to access the online service; 3.11. Customer expressly acknowledges that Customer must look to LS (and not Microsoft) to retrieve any Customer Data that is Shared with the Company Application Services. 4. FEES, COSTS AND PAYMENT 4.1. License fee. Customer shall pay a License Fee for the ordered Software Product in accordance with the terms stipulated in the current LS Retail Price List. 4.2. Customer will pay the License Fee in advance in accordance with guidelines provided by LS. If LS has not received payment 10 days before the expiration of a Subscription Period, LS may disable Customer s access to the Company Application Service. 4.3. Orders. Customer or Partner shall place orders with LS for a Software Product on the LS Retail standard purchase order form supplied by LS. No order shall be considered final until approved and accepted by a duly authorized employee of LS. 4.4. Customer will give LS prompt written notice if Customer becomes insolvent, enter bankruptcy, reorganization, composition or other similar proceedings, whether voluntary or involuntary, or admit in writing its inability to pay debts, or make or attempt to make an assignment for the benefit of the creditors. LSR Customer Agreement 2015.1 Software Products in Managed ServicePage 3 of 5

5. SERVICES PROVIDED BY LS 5.1. LS will provide Customer access to the Company Application Service for the duration of each Subscription Period which is paid for in advance by Customer. 5.2. Additional Support and Services. Customer may request additional support and/or services, through a separate Service Agreement and attached Statement of Work ( SOW ). LS will then estimate the work needed, its costs and fees and time plan and respond with an offer to Customer if LS deems, at its sole discretion. 6. CUSTOMER CONTACT EMAIL Customer is required to provide to LS at least one valid email address of each Customer-associated Tenant. 7. MICROSOFT DISCLAIMERS 7.1. To the extent permitted by law, Microsoft and its suppliers are not liable to Customer in any way for any direct, consequential, or indirect damages that Customer may have arising out of Customer s use of any Company Application Service. 7.2. Except as otherwise expressly warranted, the Online Service is provided by Microsoft on an as is basis, with all faults and as available without warranty of any kind, and Microsoft and LS disclaim all other warranties (express, implied, or statutory), guarantees or conditions, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, workmanlike effort, noninfringement, and any warranties arising out of any course of dealing or usage of trade. These disclaimers will apply unless otherwise required by applicable law. 7.3. Microsoft s and LS s maximum, aggregate liability to Customer for any claim related to the Online Service is limited to direct damages incurred in reasonable reliance, in an amount not to exceed the amount actually paid by Customer in relation to the Online Service. 8. CUSTOMER WARRANTY Customer continuously represents and warrants to Microsoft and LS that: (A) Customer has or will obtain and will maintain all necessary rights to the Customer Data and any other data it uses in connection with the Company Application Service; (B) it will not use the Company Application Service for any purpose that is unlawful or prohibited by this Customer Agreement; (C) it has all rights necessary to enter into this Customer Agreement. 9. COLLECTION, USE, STORAGE AND TRANSMISSION OF CUSTOMER DATA By agreeing to these terms, Customer grants its consent that data Shared with any Company Application Service be collected, used, stored, and transmitted with reference to article 3.7 of these terms. Microsoft will use, disclose and process that data in accordance with the Privacy Statement located at: http://go.microsoft.com/fwlink/?linkid=624817 or its successor. 10. GRANT OF NECESSARY RIGHTS By agreeing to these terms, Customer expressly grants to Microsoft and LS all necessary rights to host and process all data that Customer provides through any Company Application Service. 11. ADDITIONAL TERMS 11.1. Confidential Information. Customer agrees and acknowledges that all the information obtained concerning the Software Product is proprietary to LS and of a highly confidential and sensitive nature, (i.e. such information is comprised of intellectual property, industrial rights and trade secrets) and all information designated as confidential expressly or by the circumstances in which it is provided shall be deemed to be LS Confidential Information. During or after the term of this Customer Agreement in perpetuity Customer will not use, disclose or otherwise permit any person or entity access to any of LS s Confidential Information other than as required to perform this Customer Agreement. LSR Customer Agreement 2015.1 Software Products in Managed ServicePage 4 of 5

11.2. Limited Warranty (addition to and becomes the first sentence of Article 6.2. of the LS Retail SLT s): Where Customer within a period of twelve (12) months following Customer s receipt of the respective version of the Software Product provides written documentation demonstrating that there is a significant error in the respective version of the Software Product, (i.e. an error characterized by the fact that one or more of Customer s vital business functions cannot be carried into effect owing to the fact that the error renders the Software Product inoperable), LS shall either 1) deliver, free of charge, a new version of the Software Product without the error or 2) correct the error free of charge. This shall be LS s total aggregate liability and LS s entire obligation to Customer as a consequence of all and any errors in the Software Product, and Customer shall have no other claims against LS as a result of such errors. Error correction may also take the form of a statement of procedures or manners of application ( work around ) whereby the error will have no significant effect on End-User s use of the Software Product. This limited warranty is void if failure of the Software Product has resulted from accident, abuse, incorrect use, misapplication or failure in implementation. Any modification of the Software Product by anyone other than LS voids the foregoing warranty on any portion of the Software Product modified or affected by such modification. 11.3. Consumer Rights. The terms of this Customer Agreement do not exclude or restrict liability to consumers if not permitted by local law. If liability may not be excluded, then to the maximum extent permitted by law, consumers remedies are limited to the following at LS s option: 11.3.1. in the case of services being provided by LS, LS may either supply the services again or pay the cost of having the services supplied again; and 11.3.2. in the case of goods to either: (i) replace the goods; (ii) correct the defects in the goods; or (iii) pay the cost of replacing or repairing the goods or acquiring equivalent. 11.4. Intellectual Property Infringement (addition to Article 5.2. of the LS Retail SLT s). If any such claim is brought against Customer, LS will use its reasonable endeavours to replace the portion of the Software Product or related materials which allegedly infringes the claimant's rights with material which does not so infringe or, if that is not reasonably practicable, shall be entitled to require Customer to cease, or to procure that the Customer ceases, using the material which allegedly infringes the rights of the claimant. 11.5. Payment of Cost. Except as otherwise provided herein, each party hereto shall bear all of their cost associated with the performance of their duties under this Customer Agreement. 11.6. VAT - Sales Taxes. Unless otherwise specified, all fees are exclusive of VAT and all other sales taxes as well as any withholding tax implemented by any Government, which shall be added and paid by Customer. Where fees include VAT and/or other tax, Customer shall take any and all reasonable precautions to ensure that the VAT and/or other tax invoiced by LS confirms with rules and regulations applicable in Customer s location, which includes informing LS with prior at least one (1) month written notice of all developments and governmental requirements for the issuance of invoices by LS, e.g. tax percentage changes and the like. Customer is solely responsible for paying any VAT and/or other tax that is included in the fee. 11.7. Force Majeure Release from Responsibility. LS shall not be liable for failure to perform its obligations under this Customer Agreement, when such failure is due to force majeure or any other cause beyond the reasonable control of LS, providing that these events could not be foreseen or the effects of such events be prevented. LSR Customer Agreement 2015.1 Software Products in Managed ServicePage 5 of 5