Wisefish Software License Terms

Last updated: March 2024

These Wisefish Software License Terms, including any and all addendums made thereto (existing now or later created) ("SLT" or "SLTs") form the basis for the end-user license agreement ("EULA") governing the licensing and use of Wisefish Software Product (hereafter the "Software Product"), supplied to You by Wisefish ehf. ("Wisefish"), or an entity who has executed a partner agreement with Wisefish and You are a customer of ("Partner") (either referred to as the "Supplier").

For the avoidance of doubt, it is expressly understood by You that these SLTs are supplementary to the EULA and form an integral part thereof, e.g., the SLTs do not stipulate the entire terms and conditions of the EULA between You and Supplier, nor do they set forth the terms for payments and prices, support services or other services between the Supplier and You.

By downloading, installing, having installed or otherwise using the Software Product, you accept these SLTs, and have the rights and obligations below. If You do not accept these SLTs, You are not authorized to install or use the Software Product.

"You" shall mean the legal entity that has accepted these SLTs, and any legal entity that you own, or that owns you, or that is under common ownership with you ("Affiliate"), the Affiliates' employees, contractors, agents and suppliers. You are a customer who acquires a license to use the Software Product for Your own use and You are not entitled to resell, redistribute or use for commercial hosting.
If an individual is accepting these SLTs on behalf of a legal entity, that individual represents and warrants that he or she has the authority to bind that entity to the terms and conditions of these SLTs. If that individual does not have such authority, or if he or she does not accept these SLTs, then You do not have the right to use the Software Product.

Notice Regarding Transmission of Information. Software clients on which the Software Product is used may periodically provide information to Wisefish to verify that the Software Product is properly licensed and that the term has not expired. This information may include: the customer license identifier, product name, product version number, product use, legal entity name, head office location, terminal ID, latest transaction ID. By using the Software Product, You consent to such transmission of information for validation purposes.

Wisefish owns and/or controls certain software programs, which are governed by these SLTs ("Software Products"). The Software Product(s) are independently developed by and are the property of Wisefish, including all updates, upgrades, modifications and enhancements of such Software Products provided by Wisefish pursuant to these SLTs, as well as any copies, software components, translations, changes or items derived or resulting therefrom. The Software Product is to be further specified in the EULA between You and Supplier.

License Grant. Accepting these SLTs grants You a limited, non-transferable, non-assignable, non-exclusive right to use the Software Product, in accordance with the terms of these SLTs and the EULA.

2.2. Limitations of License. The Software Product is licensed, not sold. These terms only give You limited rights to use the Software Product for its intended purpose. Wisefish and its suppliers reserve all other rights. Unless applicable law gives You more rights despite this limitation, You may use the Software Product only as expressly permitted in these SLTs. In doing so, You must comply with any technical limitations in the Software Product that only allow You to use it in certain ways.

2.2.1. You may only use the Software Product for your internal business purposes, and in accordance with user instructions and manuals issued by Supplier.

2.2.2. You may use a copy of the Software Product solely for the purpose of supporting or enhancing the copy of the Software Product being used in your operations, and/or alleviating or correcting any failure of the Software Product to conform to any software description or specification or copying for security and back-up purposes only as reasonably necessary.

2.2.3. Ownership and restrictions. You retain all ownership and intellectual property rights in and to Customer Data (as hereinafter defined). Wisefish retains all ownership and intellectual property rights to the Software Product.

2.2.4. You shall limit access to the Software Product to those of your employees, agents and contractors who are directly engaged in the use, support or enhancement of the Software Product.

2.2.5. You may not (or attempt to) assign, transfer, sell, resell, distribute, lease, rent, charge, loan, grant security interest in, or otherwise transfer rights to the Software Product (in whole or in part) nor use it on behalf of or for the benefit of any other party, in perpetuity.

2.2.6. You may not (or attempt to) modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software Product to any human perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation), work around any technical limitations of the Software Product, or create derivative works based on the Software Product or any part thereof, start commercial hosting the Software Product or publish the Software Product for others to copy, remove any proprietary notice or labels on the Software Product

2.2.7. You shall take the steps and measures necessary to protect the confidential information and intellectual property rights of Wisefish (and/or its suppliers) in the Software Product, and to ensure the compliance with the provisions of this Article 2.2 by your employees, agents and contractors, which may come in contact with the Software Product

2.2.8. Your rights to use the Software Product may be revoked if You or your Affiliates do not comply with the terms of these SLTs.

3.1. First point of contact. Supplier is your first point of contact and reference in respect of queries, complaints and technical support and will render as much assistance as practically possible (1st and/or 2nd level support).

3.2. Enhancement. Wisefish will provide updated versions, in the English language, of the unmodified latest standard version of the Software Product, which include corrective, adaptive, perfective, or preventive changes or upgrades to the standard components of the Software Product ("Enhancement"), Enhancements are released at the discretion of Wisefish and apply only to the standard components of the Software Product, but not to custom changes.

3.3. "Upgrade Plan" shall mean the plan under which You are eligible and have the right to receive Enhancements to the Software Product. Supplier will not make Enhancements available to You unless You have a valid Upgrade Plan for the respective Software Product. Only if You have an active Upgrade Plan can You upgrade to the newest version, transfer and/or add modules to the Software Product. If you have an active Upgrade Plan Supplier will install an Enhancement as soon as You require, and Supplier will keep You fully informed of any available upgrades or improvements.

3.4. Excluded from Enhancement. Enhancements do not include training in the use of the Enhancements, work on the implementation of Enhancements (including any required adaptation if customer changes have been made to the standard Software Product), or any new system components.

3.5. Support. Supplier will provide You upon request with additional support services in relation to the Software Product in its own name and for its own account, in accordance with a separate agreement between Supplier and You, whereby the services are defined.

3.6. Software Product Specifications. Wisefish may from time to time, alter the specifications of a Software Product, or deviate from such specifications; provided, however, that no such alteration or deviation in the Software Product, or major component thereof, which affects the form, fit or functional interchangeability of a Software Product shall be made without written prior notice to You.

4.1. "Subscription" shall mean the right to use the Software Product as a service on a term basis, for one or more user seats, devices, or other program modules. An Upgrade Plan is included in Your active Subscription.

4.2. Acknowledgement If you have purchased a Subscription license to the Software Product, You expressly acknowledge the following:

4.2.1. The Software Product is made available to You on a hosted basis via the internet or is installed on your premises. The Subscription is on per unit (user, devices, or other) basis and for a limited term.

4.2.3. Upon expiration or termination of the Subscription, You will no longer have the right to use the Software Product (provided under such Subscription). You expressly agree to cease use and remove all copies upon expiration or termination of the Subscription. If You continue to use the Software Product after the Subscription expires, then You could be held liable for infringement of intellectual property rights, which could result in significant damages being assessed against You or other legal remedies.

4.2.4. Subscription Validation. Servers on which the Software Product is installed, or software clients on which it is used, may from time to time perform a validation check of the Software Product. Validation verifies that the Software Product has been properly licensed. It also verifies that no unauthorized changes have been made to the validation functions of the Software Product.

4.2.5. Invoicing. For Subscriptions, Supplier will invoice You in regular increments, for Subscription fees payable by You in accordance with the pricing applicable to each Subscription. If the Software Product is supplied to You by a Partner, Wisefish may terminate Your Subscription on account of Partner's non-payment or legal/regulatory reasons, or as otherwise permitted under these SLTs. If Wisefish terminates Your Subscription for any such reasons, Wisefish will stop billing Partner for that Subscription. Partner may cancel Your Subscription at any time, but Wisefish (if applicable) will not provide You a refund or credit after You have been provisioned with a Subscription. Wisefish may also charge an early cancellation fee.

4.2.6. Upgrades. An Upgrade Plan is included in Your active Subscription. Under the Upgrade Plan you are eligible and have the right to receive Enhancements to the Software Product, including updates to all major releases of the standard Software Product, and minor updates at the discretion of the hosting provider.

4.2.7. Subscription Compliance. If the Software Product is supplied to you by a Partner, then if Wisefish sends Partner notice that You are using the Software Product after subscription license has expired, Partner must either place an order for a renewal or contact You to obtain an order for a renewal. If You do not want to renew your subscription, Partner will notify You that You do not have the right to use the Software Product. Wisefish reserves the right to contact You directly regarding this issue.

5.1. Wisefish sells certain Software Products on a Subscription basis according to software as a services licensing and delivery model ("SaaS"). Some, but not all, such Software Products are supplied compliant to the Microsoft Cloud Solution Provider Program ("CSP").

5.2. Software Products supplied by Wisefish according to the SaaS model are hosted in the cloud computing platform Microsoft Azure, and in case of Software Products supplied through CSP, in the Microsoft Dynamics 365 cloud.

5.3. Acknowledgement. If you have purchased the Software Product as SaaS, You expressly acknowledge the terms of Article 4.2 as well as the following:

5.3.1. Use of Customer Data. Data, including all text, sound, video, or image files, and software, which are provided to Wisefish and/or Microsoft by You or on Your behalf while using the Software Product ("Customer Data") will be used only to provide You the Software Product and services including purposes compatible with providing those services. Wisefish will not use the Customer Data or derive information from it for any advertising or similar commercial purposes. You retain all rights, title and interest in the Customer Data. Wisefish acquires no rights in Customer Data, other than the rights required by Wisefish to provide the Software Product and services.

5.3.2. Disclosure of Customer Data. Wisefish will not disclose Customer Data outside of Wisefish or its controlled subsidiaries and affiliates except (1) as You direct, (2) as described in these terms, or (3) as required by law.

5.3.3. Customer Responsibilities. You shall have sole responsibility for the accuracy, quality, integrity, legality, compliance with applicable laws and regulations, reliability, appropriate and ownership of all of Your data. You agree to provide any notices and obtain any consents related to Your use and Wisefish' provision of the Software Product and services, including those related to the collection, use, processing, transfer and disclosure of personal information.

5.3.4. You agree to provide notification to the individual users of the Software Product that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and agree to obtain the users consent for the same.

5.3.5. Customer Data Retention and Extraction. At all times during the Term of Your subscription, You will have the ability to access and extract Customer Data. Except for free trials, Wisefish will retain Customer Data in a limited function account for 90 days after expiration or termination of your Subscription so that You may extract the data and will be charged a fee according to current Wisefish Pricelist. After the 90-day retention period ends, Wisefish and/or Microsoft will delete the Customer Data.

5.3.6. It is expressly stated that Wisefish is not responsible for downtime or other interruptions in the service relating to Microsoft Azure or Microsoft Dynamics 365, and/or otherwise out of Wisefish' reasonable control.

5.3.7. Microsoft may make certain service level commitments, i.e., uptime guarantees and downtime credit policies, in the Microsoft Service Level Agreements ("SLA") for Microsoft-hosted services.

6.1. Intellectual Property Rights. All present or future intellectual property rights including but not limited to copyright and industrial rights in the Software Product and/or accompanying material, any and all related or underlying technology, and any modifications or derivative works of the Software Product are the sole property of Wisefish and/or its suppliers and are protected by copyright law and international copyright treaties, as well as other legislation applying to trade secrets and intellectual property rights. Intellectual Property Rights shall mean any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

6.2. These SLTs do not in any way purport to transfer any such rights to You in any respect. Wisefish retains all copyright and other rights relating to intellectual property rights and protected commercial activities between Wisefish and You and with respect to the Software Product. All copying of the Software Product or any component thereof will continue to be the property of Wisefish, and any use of such software is strictly subject to the terms and conditions of these SLTs.

6.3. Infringement

6.3.1. You shall notify Wisefish as soon as practicable after You become aware of (i) any actual, threatened or suspected infringement of any intellectual property (including know-how) of Wisefish in respect of the Software Product, any related material or of any breach of confidence relating to any of the foregoing; (ii) any claim brought against You alleging that Your use of the Software Product, infringes the intellectual property or other rights belonging to, or alleged to belong to, the claimant.

6.3.2. If any such claim as is mentioned in Article 6.3.1(ii) is brought against You, Wisefish shall use its reasonable endeavors to replace the portion of the Software Product 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: (a) require You to cease using the portion of the Software Product which allegedly infringes the rights of the claimant and give You a proportionate reduction of future fees payable under a EULA; or (b) require you to defend or settle the claim.

6.3.3. If Wisefish requires You to defend or settle a claim in accordance with Article 6.3.2(b) Wisefish shall

a. indemnify you in accordance with Article 6.3.4;

b. be entitled to all damages, costs or expenses which are awarded against, or agreed to be paid in settlement by the claimant

6.3.4. Wisefish shall indemnify You against damages, costs or expenses awarded against, or incurred or agreed to be paid in settlement by You arising out of a claim that the use of the Software Product supplied by Wisefish infringes intellectual property or other rights of any other person, provided that You shall: (a) fully notify Wisefish as soon as practicable after You become aware of the claim; (b) permit Wisefish to have exclusive control of any negotiations or proceedings in connection with the claim; (c) take all reasonable steps to mitigate any loss or liability in respect of the claim; and (d) not compromise or settle the claim in any way without Wisefish' written consent.

7.1. Warranty. Wisefish confirms and warrants that it is the owner of and/or controls all intellectual property rights and any other rights to the Software Product necessary to perform and administer these SLTs.

7.2. Limited Warranty. The Software Product is provided "as is" with all faults and, to the fullest extent permitted by law, Wisefish makes no other warranties or representations than described above and accepts no other conditions in relation to the Software Product. Wisefish does not give any further representation, warranty or undertaking as to the effectiveness, performance, quality, merchantability, durability or fitness for any purpose of the Software Product or any related material or documentation or services, or that the Software Product, or any related material or documentation or services supplied by Wisefish is free from any defect or error.

7.3. Limited Liability.

7.3.1. To the maximum extent permitted by law, Wisefish (and/or its suppliers) is in no way liable to You by reason of any representation or the breach of any implied condition, warranty or other term or any duty under any law or statutes, or under any express term of these SLTs, for any indirect loss, damages, costs, expenses or other claim for compensation whatsoever (including without limitation, consequential, special or incidental damages, damages for lost profits or revenues, business interruption, or loss of business information), whether occasioned by the negligence of Wisefish, its servants or agents or otherwise, which arises out of or in connection with the use of or inability to use the Software Product, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.

7.3.2. Wisefish' liability to You for direct damages for any cause whatsoever, and regardless of the form of the action, will be limited to the amount You paid for the Software Product in the preceding 12 months from the occurrence of an incident resulting in a claim for damages.

7.3.3. Any claim that You may bring under these Terms must be brought within one (1) year after these Terms entered into effect.

8.1. The term of these SLTs is the period commencing on the date of execution of a EULA, the date of installation of the Software Product and/or use of the Software Product by You and which shall continue until it expires or is terminated under this Article 8 (the "Term"). The SLTs apply to You during the Term.

8.2. The EULA between Supplier and You can be terminated, in accordance with a separate written agreement between Supplier and You.

8.3. In addition to any other rights and remedies at law, Wisefish shall be entitled to terminate these SLTs forthwith by giving written notice if:

8.3.1. You commit any breach of these SLTs and if the breach is capable of remedy, fail to remedy it within 30 days after being given a written notice containing full particulars of the breach and requiring it to be remedied.

8.3.2. You become directly or indirectly involved, in the design, development, manufacture and/or distribution of any products which compete directly with the Software Product; or

8.3.3. You cease your activities or become subject to any form of insolvency procedure under any law, including but not limited to bankruptcy and suspension of payment

8.4. Obligations Surviving Termination. Notwithstanding any expiration or termination of these SLTs, the following rights and obligations shall survive any such termination or exercise of rights necessary to permit their complete fulfillment or discharge:

8.4.1. Suppliers right to receive or recover, and your obligation to pay any fees or other sums payable under a EULA which are vested in, accrued or accruable at the time of termination or exercise of such rights.

8.4.2. Any rights or remedies of Supplier under these SLTs, with regards any cause of action or claim of either party, whether or not accrued at the time of termination, arising from the other party's breach of or failure to perform any obligation under these SLTs.

8.4.3. In addition to the rights and obligations which survive as expressly provided in these SLTs, the Articles and Schedules which by their nature should survive, shall survive and continue after any termination or expiration hereunder.

9.1. Assignment. You are not entitled to assign, mortgage, charge, or otherwise transfer or sub-license any rights granted to You under these SLTs, except with prior written approval of Wisefish.

9.2. Governing Law - Jurisdiction. These SLTs apply in accordance with Icelandic legislation and shall be governed by Icelandic courts of law. Any dispute that occurs or may arise between the parties with respect to these SLTs shall be solely governed by Icelandic courts. Notwithstanding the foregoing, Wisefish reserves the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under these SLTs from any court of competent jurisdiction.

9.3. Confidential Information. You agree and acknowledge that all the information obtained concerning the Software Product is proprietary to Wisefish 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 Wisefish' Confidential Information. During or after the term of these SLTs in perpetuity You will not use, disclose or otherwise permit any person or entity access to any of Wisefish' Confidential Information other than as required to perform these SLTs.

9.4. Severability. If any provision hereof is determined by a tribunal of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law and, along with all other provisions hereof, shall thereupon be given full force and effect.

9.5. Validity. Whenever possible, each provision of these SLTs shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these SLTs shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of these SLTs that shall continue in full force and effect.

Wisefish Software License Terms

1. Scope of the SLTs

2. Scope of License

3. Product enhancement and support

4. Subscription specific licensing terms

5. SAAS specific licensing terms

6. Intellectual property rights — Infringement

7. Limited warranty and liability - disclaimer

8. Term and termination

9. Miscellaneous

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