a) a change to the delivered source code or metadata; or

b) any development, other than a change to the delivered source code or metadata, that customizes, enhances, or changes existing functionality of the Software including, but not limited to, the creation of any new application program interfaces, alternative user interfaces or the extension of WennSoft data structures; or

c) any other change to the Software (other than an Add-on) utilizing or incorporating any WennSoft Materials (defined below).

(a) all software products licensed and delivered to Customer under any Order Form;

(b) any new releases or versions of, or updates or supplements to, such products made available by WennSoft under the Agreement; and

(c) any complete or partial copies of any of the above.

Without limiting the foregoing, the Software may include:

Ÿ- server software;

-additional components for the Signature Solution that may be separately licensed.

(a) any and all software products and content licensed to Customer under the Agreement identified as a third party product in an Order Form and delivered to Customer;

(b) any new releases, updates or versions thereof made available; and

(c) any complete or partial copies of any of the foregoing.

(a) Number of copies of the Signature Solution that you install on premises or use on a hosted basis;

(b) The number of your users that access the Signature Solution; and

(c) The additional Signature Solution components you license.

(a) all Software so installed references a single database server computer;

(b) the number of users accessing the designated server computer is limited to the number of users you have licensed and paid for; and

(c) if you have licensed and paid for named users, you have provided us names of those users, provided that the terminal server cannot be a named user.

(a) use WennSoft Materials to provide services to third parties (e.g., business process outsourcing) other than to Affiliates (subject to Section 2.6.2);

(b) lease, loan, resell, sublicense or otherwise distribute WennSoft Materials, other than distribution to Affiliates (subject to Section 2.6.2);

(c) distribute or publish keycode(s);

(d) use WennSoft Materials other than as expressly permitted under the Agreement;

(e) use Software and components other than those specifically identified in an Order Form.

(a) Affiliates' use of Software and other WennSoft Materials to run their internal business operations as permitted under Section 2.1.1 is subject to the following:

(b) If Customer has an Affiliate with a separate software license and/or WennSoft support agreement with any WennSoft Affiliate or any other distributor of WennSoft software (“Separate Agreement”), the Software will not be used to run such Affiliate's business operations and such Affiliate will not receive any WennSoft Support Services under the Agreement even if the Separate Agreement has expired or is terminated.

With WennSoft’s prior written consent, Customer may permit service providers to access the Software solely for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Customer in connection with the business of Customer for which the Software is licensed hereunder, provided that:

(a) these rights will continue with respect to a services provider only while Customer and that services provider are bound by a written agreement including terms requiring services provider’s compliance with the terms of this Agreement prior to accessing the Software (including, without limitation, non-disclosure of WennSoft Confidential Information);

(b) where a services provider is permitted to access the Software, the Customer must hold the correct license for all employees of that services provider who are authorized to access Software;

(c) such services provider will be permitted to use the Software solely to install and configure the Software for the Customer’s internal business use, in accordance with this Agreement (or in the case of a disaster recovery vendor, to provide disaster recovery services only);

(d) such services provider is absolutely prohibited from Using the Software to provide services to any other party, or in connection with such services provider’s own business operations;

(e) Customer shall be responsible for any additional Software, migration tools, or third party software needed to effect provision of services to the Customer by a services provider, where such provision of services involves access to the Software under this Section 2.6.3; and

(f) Customer irrevocably and unconditionally agrees to indemnify WennSoft, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by WennSoft arising from a breach by any services provider of the conditions of this Agreement.

At WennSoft request, Customer shall provide its written confirmation to WennSoft that items conditions (a)-(d) (inclusive) are fulfilled.

(a) WennSoft may audit (at least once annually) Customer's usage of WennSoft Materials. WennSoft standard audits are performed remotely but may be at Customer's site. Customer shall cooperate reasonably with audits. In connection with an audit under this Section 2.6.4, WennSoft may provide Customer with a self-declaration form which Customer must complete independently of technical measurement.

(b) If an audit reveals that:

(c) WennSoft reserves all rights at law and equity with respect to Customer's underpayment of license fees or fees for WennSoft Support Services, and any use by Customer in excess of the license quantities or levels.

(a) enable any of the restrictions set out in the Agreement to be bypassed or circumvented, or provide Customer with access to Software to which Customer is not directly licensed under the Agreement; or

(b) impair, degrade or reduce the performance or security of the Software; or

(c) extract or provide any information concerning WennSoft ’s software license terms, the Software, or the WennSoft Materials.

(a) Modifications or Customer Add-ons; or

(b) other functionality of the WennSoft Software accessed by any Modifications or Customer Add-ons.

WennSoft makes the Software available for download through the WennSoft Portal located here: Product Downloads - WennSoft.com Software is also available for mobile download through the Apple App Store (‎WennSoft, LLC Apps on the App Store ), and/ or the Google Play Store (https://play.google.com/store/apps/dev?id=7755265636926036421 ), and Microsoft Store (Apps on Microsoft Store - Download top productivity, creativity and entertainment apps for your Windows PC ). Customer is responsible for the cost of downloading the Software.

(a) the Software is designed for use with Dynamics GP;

(b) the Customer requires a current and legal license to use Dynamics GP, granted by Microsoft Corporation (Microsoft) in order to utilize the Signature Solution;

(c) it is the Customer’s sole responsibility to ensure that, at all times while it is using the Signature Solution, it holds the necessary license(s) to use Dynamics GP;

(d) WennSoft will have no obligation whatsoever to:

(e) Dynamics GP software license terms (“SLT”) found on “Microsoft Customer Source” may supersede the version of the SLT shipped with the Software. Signature users are aligned within the SLT: “2. Definitions” under limited user sub-section three which reads:

Customer shall pay fees as stated in the Order Form. If Customer does not pay fees in accordance with the terms of the Agreement then, in addition to any other available remedies, WennSoft may suspend some or all of the WennSoft Support Services until payment is made. WennSoft will give Customer written notice prior to any such suspension. Any fees not paid when due will be subject to late payment fees and will accrue interest at the maximum legal rate. WennSoft may issue an invoice and collect payment without any corresponding purchase order. All fees payable by the customer shall be subject to an automatic increase upon Agreement renewal.

Fees and other charges set out in an Order Form will be exclusive of applicable Taxes. Customer will be responsible for paying all Taxes applying or related to the payment of any fees set out in an Order Form. Prior to signing an Order Form, Customer must provide to WennSoft any direct pay permits or valid tax-exempt certificates. If WennSoft is required to pay any Taxes to which this Section 6.1.2 refers, Customer will:

(a) reimburse WennSoft in full for those amounts; and

(b) indemnity WennSoft for any related costs incurred by WennSoft and attributable to such Taxes.

The Agreement and the License become effective as of the Effective Date specified in the WennSoft Purchase Agreement and will continue in effect until terminated in accordance with these GTCs. The initial term of this Agreement shall be one (1) year from the effective date unless terminated in accordance with the terms herein. This Agreement shall automatically renew for successive renewal terms of the same duration as the initial term unless terminated in accordance with the terms herein.

(a) Either party may terminate the Agreement:

(b) WennSoft may terminate the Agreement immediately if:

(c) Customer may terminate the Agreement for any reason upon at least three (3) months’ written notice, provided Customer has paid all license fees and all fees for WennSoft Support Services due and owing at the effective date of termination. The termination will be effective at:

(d) WennSoft Support Services

Customer is strictly prohibited from partially terminating WennSoft Support Services, and from selecting only some (and not all) Customer Software to be covered by WennSoft Support Services.

(e) Effect of Termination

Upon any termination of this Agreement:

By licensing the Software on a subscription model, Customer agrees to pay the applicable license fees for the whole of the subscription period agreed between the parties. If Customer terminates the Agreement prior to the end of a current subscription period, it will nevertheless be liable to pay an amount equal to the sum of the fees that would have been payable by it during the remainder of the subscription period, had the Agreement not been terminated early.

(f) Survival

(a) WennSoft warrants that the Software will perform substantially in accordance with its Documentation for a period of ONE (1) YEAR from the date of Customer’s receipt of the Software; and

(b) additionally, if an implied warranty or condition is created by the laws of Customer’s State or jurisdiction, and Federal or State/ Provincial laws prohibit WennSoft from disclaiming that warranty or condition, then that implied warranty or condition will be incorporated in this Agreement,

BUT, IN EACH CASE ONLY AS TO: DEFECTS COVERED BY

AND DISCOVERED DURING A PERIOD OF ONE (1) YEAR FROM THE DATE OF CUSTOMER’S RECEIPT OF THE SOFTWARE. THERE IS NO WARRANTY OF ANY KIND WITH RESPECT TO ANY DEFECTS DISCOVERED AFTER EXPIRY OF THIS ONE (1) YEAR PERIOD (the Warranty Period).

If the Customer is subject to laws of a State or jurisdiction that do not permit limitations on the duration of an implied warranty or condition, then the one (1) year limitation set out above may not apply to the Customer. Any supplements or updates to the Software (including, without limitation, any service packs or hot fixes) provided to you after expiry of the Warranty Period are not covered by any warranty or condition, whether express, implied or statutory.

(a) if the Software is not used in accordance with Documentation; or

(b) if the defect is caused by a Modification or Add-on (other than a Modification or Add-on made by WennSoft and which is provided through WennSoft Support Services or under warranty), Customer software or Third Party Software; or

(c) if the defect is caused by any Customer activities not that are not permitted by a License or

(d) if the defect has otherwise resulted from accident, abuse, misapplication, abnormal use or a virus.

(a) Customer notifies WennSoft, in writing, that the Software does not conform with a Limited Warranty; and

(b) Customer provides, within its notification, a specific description of the claimed nonconformance; and

(c) WennSoft receives Customer’s notification prior to expiry of the Warranty Period; and

(d) WennSoft validates the existence of the nonconformance claimed by the Customer,

then WennSoft will, at its sole option from time to time (but exercised subject to applicable law):

(I) repair or replace the non-conforming Software; or

(j) refund the fees paid for the nonconforming Software,

in each case following the return of the nonconforming Software to WennSoft, with a copy of the receipt issued to the Customer when it purchased the Software.

(a) all damages that are the subject of a final award against Customer by a court of competent jurisdiction; or

(b) the amount of any settlement WennSoft enters into,

with respect to any such third party claims.

(a) use of the Software after WennSoft notifies you to discontinue use due to such a claim; or

(b) use of Software in combination or conjunction with any other product (whether hardware, software or a service), data or business process (including without limitation third party add-ons or programs) that is not provided by WennSoft or Microsoft; or

(c) use of Software with an apparatus other than as permitted under clause 2.5.2; or

(d) use of Software that was provided to it for no fee; or

(e) Customer’s failure to promptly use an update provided by WennSoft if the infringement or misappropriation that is the subject of a third party claim could have been avoided by use of the update; or

(f) Customer’s failure to notify WennSoft in writing of any such third party claim in a timely manner, if WennSoft is prejudiced by Customer’s failure to provide or delay in providing such notice; or

(g) use of “Signature” or “Microsoft” trademark(s) without express written consent to do so; or

(h) for any trade secret claim, your acquiring a trade secret (i) through improper means; (ii) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (iii) from a person (other than WennSoft or its Affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of such trade secret; or

(I) use of Software not permitted under Agreement, including but not limited to:

I. any alteration of or modification to the Software (including by a third party);, or

ii. any distribution of the Software to, or its use for the benefit of, any third party,

where such alteration, modification, distribution or use of the Software is not permitted under the Agreement; or

(e) damages attributable to the value of the use of a non-WennSoft product, data or business process,

Customer will indemnify WennSoft and its Affiliates in full for any losses, damages, liabilities, costs or expenses suffered or incurred by WennSoft or any of its Affiliates as a result of any action described in sub-sections (a) to (i) (inclusive) above.

(a) procure for Customer the right to continue using the Software in accordance with the terms of the Agreement; or

(b) replace or modify the Software to be non-infringing without material decrease in functionality.

If these options are not reasonably available, WennSoft or Customer may terminate the License relating to the affected Software upon written notice to the other.

Additionally, if as a result of a third party claim, Customer’s use of the Software is enjoined by a court of competent jurisdiction, WennSoft will be entitled, at its sole option:

i. to take any action described in sub-sections (a) and (b) above; or

ii. to refund the amount(s) paid by Customer for the License, and terminate the License relating to the affected Software.

All claims under Section 9.1 shall be conducted as follows:

(a) Customer:

i. will promptly notify WennSoft in writing of any claim; and

ii. will reasonably cooperate in the defense; and

iii. will provide WennSoft with reasonable assistance in defending the claim; and

iv. may appear (at its own expense) through counsel reasonably acceptable to WennSoft, subject to Section 9.5 (b) below.

(b) WennSoft will have the right to fully and solely control the defense.

(c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, Customer.

(d) WennSoft will reimburse Customer for reasonable and substantiated out of pocket expenses incurred by it in co-operating or providing assistance in accordance with Sections 9.5(a)ii. or iii.

The provisions of this Section 9 state the sole, exclusive and entire liability of WennSoft and its Affiliates, licensors and subcontractors to the Customer and the Customer’s Affiliates, directors, officers, employees and agents, and comprise Customer's sole remedy (and that of its Affiliates), with respect to both covered third party claims, and the infringement and misappropriation of third party Intellectual Property Rights.

(a) Section 8.1.1 contains the only express warranties made to Customer by WennSoft, and such warranties are provided in lieu of any other warranty created by any Documentation or packaging. Except for any Limited Warranty, and to the maximum extent permitted by applicable law, we provide the Software and any WennSoft Support Services AS IS AND WITH ALL FAULTS.

(b) None of WennSoft, or its Affiliates, licensors, or subcontractors, make any other representation or warranty whatsoever, whether express or implied, statutory or otherwise, regarding any matter. WennSoft hereby disclaims all other warranties and conditions, including but not limited to, any implied warranties, duties or conditions of: merchantability, suitability, originality, fitness for a particular use or purpose, non-infringement. accuracy or completeness of responses, workmanlike effort, lack of viruses, lack of negligence, or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services provided under the Agreement will be secure, uninterrupted or error free.

(c) Customer agrees and acknowledges that in obtaining the Software it is not relying on delivery of any future functionality, or any public comments or advertising of WennSoft, or any product roadmaps.

(a) any special, incidental, indirect, or consequential damages whatsoever; or

(b) any loss of profits or confidential or other information, loss of goodwill or business profits, business interruption, work stoppage, personal injury, data loss, computer failure or malfunction, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), or any other pecuniary loss or other loss whatsoever, arising out of or in any way related to the use of or inability to use the Software; or

(c) attorney’s fees, court costs, interest or for exemplary or punitive damages; or

(d) any damages caused by any Software provided for no fee; or

(e) the provision of or failure to provide support services,

even in the event of our fault, any tort (including negligence), strict liability, breach of contract or breach of warranty, and even if we have been advised of the possibility of damages arising.

(a) if Customer has selected the Perpetual License Model: the amount actually paid by Customer for the Software under this Agreement; or

(b) if Customer has selected the Subscription License Model:

(i) the total amount (excluding any Taxes) of the last invoice issued by WennSoft to Customer prior to the date on which the cause of action arose, multiplied by twelve (12); or

(ii) if Customer has been subscribed to the Software and/ or WennSoft ’s services for a period of twelve (12) months or more, the sum of fees (excluding Taxes) paid or payable by the Customer to WennSoft under this Agreement during the twelve (12) months immediately preceding the date on which the cause of action arose.

The limitations, exclusions and disclaimers set out in this Agreement (including in Sections 8, 9 and this Section 10) will apply to the maximum extent permitted by applicable law, even if the remedy fails its essential purpose.

None of WennSoft, or its Affiliates, licensors, or subcontractors will be responsible or liable under the Agreement:

(a) if the Software is not used in accordance with Documentation;

(b) with respect to any defect or liability caused by: (i) Customer, (ii) a Modification or Add-on (other than a Modification or Add-on made by WennSoft which is provided through WennSoft Support Services or under warranty), or (iii) Third Party Software if the Software is used in conjunction with any Third Party Software for which the Customer lacks sufficient rights from the third party vendor for such use;

(c) for any Customer activities not permitted under the Agreement; or

(d) for any claims or damages arising from inherently dangerous use of the Software.

Neither party’s liability is capped for damages resulting from:

(a) death or bodily injury arising from either party’s gross negligence or willful misconduct;

(b) Customer’s unlicensed use of the Software; and/or

(c) WennSoft’s right to collect unpaid fees.

(a) the Software and any derivative works of the Software;

(b) the Documentation; and

(c) any other WennSoft Materials.

Customer shall execute such documents and take such other steps as is reasonably necessary to secure WennSoft ’s title to such rights.

(a) Save for any rights expressly granted to Customer under the Agreement, Customer shall not:

except to the extent that any action described in this Section 11.2(a) is expressly permitted by applicable law notwithstanding this limitation (and only to that extent).

(a) A party receiving Confidential Information shall:

(b) Customer shall not disclose any information about the Agreement, its terms and conditions, amounts payable by it to WennSoft or any other facts relating thereto to any third party.

(c) Confidential Information of either party disclosed prior to execution of the Agreement (whether in hard-copy or electronic form) will be subject to this Section 12.

The receiving party may disclose the disclosing party's Confidential Information to the extent required by law, regulation, court order or regulatory agency; provided that the receiving party required to make such a disclosure uses reasonable efforts to give the disclosing party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the disclosing party. The receiving party and its Representatives shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment.

The restrictions on use or disclosure of Confidential Information in this Section 12 will not apply to any Confidential Information that:

(a) is independently developed by the receiving party without use or reference to the disclosing party's Confidential Information;

(b) has become generally known or available to the public through no act or omission by the receiving party;

(c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions;

(d) is lawfully acquired free of restriction by the receiving party from a third party having the right to furnish such Confidential Information; or

(e) the disclosing party agrees in writing is free of confidentiality restrictions.

Upon the disclosing party's request or the effective date of expiration or termination of the Agreement, except to the extent it is legally entitled or required to retain the Confidential Information, the receiving party shall promptly destroy or return to the disclosing party, at the disclosing party's election, all materials containing the disclosing party's Confidential Information and all copies thereof, whether reproductions, summaries, or extracts thereof or based thereon (whether in hard-copy form or on intangible media), provided however that:

(a) if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; and

(b) the receiving party shall not, under the foregoing obligations, be required to identify or delete Confidential Information held in archive or back-up systems in accordance with general systems archiving or backup policies.

Customer may at its sole discretion and option provide WennSoft with Feedback. WennSoft and its Affiliates may, at their sole discretion, retain and freely use, incorporate or otherwise exploit such Feedback without restriction, and without compensation or attribution to the source of the Feedback.

If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

A waiver of any breach or obligation of the Agreement is not deemed a waiver of any other breach or obligation. A delay in exercising or enforcing any right under or in connection with this Agreement does not constitute a waiver of that right.

The Agreement may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Electronic signatures via DocuSign or any other form as determined by WennSoft are deemed original signatures.

(a) WennSoft and Customer will comply with Export Laws in the performance of the Agreement. Software, WennSoft Support Services, WennSoft Materials and Confidential Information are subject to Export Laws. Customer and its Affiliates must not directly or indirectly use, ship, export, re-export, release, or transfer the Software, WennSoft Support Services, WennSoft Materials or Confidential Information received from WennSoft in violation of Export Laws. Customer is solely responsible for its compliance with Export Laws including obtaining any required export authorizations if Customer exports or re-exports Software or WennSoft Materials. Customer must not use the Software or WennSoft Support Services from Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), the so called Donetsk People’s Republic, the so called Luhansk People’s Republic, or Syria.

(b) Upon WennSoft's request, Customer shall provide information and documents to support an application for an export authorization. WennSoft may, upon written notice to Customer, immediately terminate Customer's license to use affected Software if:

All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from WennSoft to Customer may be in the form of an electronic notice to the Customer's authorized representative or administrator.

Without WennSoft's prior written consent, Customer may not assign, delegate, or otherwise transfer the Agreement (or any of its rights or obligations) to any party. WennSoft may assign the Agreement to any of its Affiliates.

WennSoft may use subcontractors to provide all or part of WennSoft Support Services under the Agreement. WennSoft is responsible for breaches of the Agreement caused by its subcontractors in relation to WennSoft Support Services and the performance of any subcontractor to the same extent as if it would be performed by WennSoft.

The parties to the Agreement are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

Each party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation to the Agreement.

Except for claim(s) as to: (a) ownership or title to Intellectual Property Rights, or (b) breach of provisions concerning Confidential Information, or (c) the right of WennSoft to bring suit for payments due under this Agreement, or (d) a party’s failure to perform its indemnity obligations herein (or the subject matter of such indemnity obligations), either party must initiate a cause of action for any claim(s) relating to or arising from the Agreement within one (1) year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

This Agreement (including any annexure, attachment, addendum or amendment hereto) is the entire agreement between WennSoft and Customer in connection with the Software and the other services referred to in this Agreement. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and discussions with respect to the Software or any other subject matter covered by this Agreement. To the extent the terms of any WennSoft policies or programs for support or other services conflict with the terms of this Agreement, the terms of this Agreement will control. In the event that any term of this Agreement is in conflict with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such term will be deemed stricken from this Agreement. The parties will replace a severed provision by a provision that is closest to the original intent of the parties.

Except to the extent the Agreement expressly permits otherwise, the Agreement may only be modified, varied or amended by a written instrument signed by both parties. The terms and conditions of any Customer-issued purchase order shall have no force and effect, even if WennSoft accepts or does not otherwise reject such purchase order.

The parties 8/7declare that they have required that this Agreement and all documents related hereto, whether present or future, be drawn up in the English language only. Les parties’ déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou le futur, soient rédigés en langue anglaise seulement.