General terms of Purchase

Compliance with applicable sanctions

The Customer warrants and shall be liable for ensuring that no product, software, or service delivered by Image Systems hereunder, individually, or together with another product as a component or part, is delivered to or for use in or by countries, persons, or entities in violation of applicable sanctions, embargoes and export control rules, both domestic and international. Any direct or indirect export or re-export (or any other form of delivery) to such country, entity, or person, is explicitly forbidden. In addition to any remedy or measure which Image Systems may be entitled to in accordance with applicable law, the Customer shall be liable to a pay liquidated damages (Sw. vite) of one hundred thousand [€100,000] euros to Image Systems for each violation of this section. [If a violation is of continuing nature, each commenced calendar week under which the violation persists shall be deemed to constitute a specific violation and result in obligation to pay liquidated damages of the aforementioned amount for each such period.] The Customer shall in addition indemnify and hold Image Systems harmless from any cost or damage exceeding the liquidated damages payable to Image Systems resulting from Customer’s breach of this section.

Image Systems shall, without any contractual or other liability and without being liable to pay any compensation to the Customer, be entitled to suspend all deliveries to the Customer if Image Systems has reasons to suspect the Customer will not comply with the prohibition. The Customer also accepts that Image Systems may, without any liability towards the Customer whether with regard to possible confidentiality obligations or otherwise under any contract, notify the relevant national and/or foreign relevant authorities of any suspected or actual breaches against the applicable sanctions, embargoes and export control rules.

The Customer is in general expected to act with due care when exporting or reselling products, software or services purchased from Image Systems hereunder. In cases where the Customer have reasons to suspect that any product, software or service might be exported or re-exported by another party in violation of applicable sanctions, embargoes, and export control rules albeit without having any clear evidence thereof, the Customer shall refrain from delivering or transferring the product, software or services to such party.

Applicable law

This Price List, including, for avoidance of doubt any delivery of products, software, or services hereunder, shall be governed by and construed in accordance with the substantive laws of Sweden.

Subscription License

The subscription license period is described in each quote and starts on the date when access being given to download the Software along with the configuration code. The Subscription license will then automatically be renewed for successive periods of 12 months unless was given by the customer a 30 days’ prior written notice of your intention not to renew the Subscription.

The company has the right to amend pricing based on the official price list and pricing policy.

This Subscription includes during its term of validity, continuous access to Product updates and access to Image Systems Online Customer Support Portal, Login.

The Subscription Fees are invoiced annually in advance 30 days.

 

Perpetual License

PERPETUAL license has support period as described in the quote, after that period the license will be activated to a permanent license with full responsibility of the owner.

To keep compatibility with the latest Windows Operating System and avoid the risk of losing your license for any reason, we encourage you to join our service agreement program every year.

In addition, such services allow you to enjoy license transfer support between computers, latest features, bug fixes, online technical and application support.

Insurance

License insurance for perpetual licenses keeps yearly license activation and avoids the risk of losing your license.

In addition, such a service allows you to transfer licenses between computers, free replacement of lost, broken or damaged dongle once in a year.

Terms of Delivery

Ex Works Linköping, Sweden, Incoterms 2020.

Quoted Prices

All prices in this proposal are without value-added tax, customs and other taxes and impositions. All ancillary costs, such as but not limit to, costs for special packaging, insurance, transport, export, import, official permits, and inspections shall be for the account of the customer.

Image System's standard subscription terms and conditions

1. Scope and use of the subscription

Image Systems subscription grants the legal entity that has taken out the subscription (the “Customer”) the right to use the Product and Services (the “Services”). The subscription may not be used by other organizations.

2. Acceptance of the subscription

Image Systems subscription terms are agreed by the Customer by placing a Purchase Order based on a formal quote (the “Formal Quote”). The Purchase Order and the Formal Quote will represent the agreement (the “Agreement”) between the Customer and Image Systems (the “Parties”).

3. Duration and termination of the subscription

The subscriptions run from the date, as specified in the Formal Quote. At the end of the Subscription period, the subscription will automatically renew for a period of twelve months unless terminated by the Customer or expressively agreed by Image Systems. Subscriptions may be terminated by email to sales@imagesystems.se, one month before the expiry of the subscription (i.e. for subscriptions with yearly renewal term running from April to March, the termination notice must be received before the end of February). The agreement cannot be terminated for a period of subscription already initiated and the Customer will not be entitled to a refund for that subscription period.

Image Systems shall (without prejudice to any other rights or remedies it may have) be allowed to terminate the subscription immediately without giving the Customer prior notice if the Services or subscription is misused (including, but not limited to, use by other organizations).

In the event of any of the Parties filing for bankruptcy, the Agreement will be terminated, and all Services will be terminated immediately, unless otherwise specifically agreed in writing between the Parties.

4. Price and payment terms

Prices for each service item are listed on the Formal Quote. Prices may be updated after the initial subscription period.

The invoicing periods runs according to the Formal Quote. The payment term is as specified on the Formal Quote. If the subscription is not paid at the due date access to the Services may be blocked until receipt of payment.

Image Systems will not be responsible for any loss, damage, costs, expenses or other claims of the Customer or any third party resulting from the suspension of the Services.

The Customer agrees to use e-mail or another electronic method of transmission to be specified in the subscription Agreement. The customer must provide an e-mail address, or another agreed electronic method for receiving invoices and reminders.

Invoices shall be paid the bank account / account number as specified on the invoice.

Subscription fees are charged in advance. Image Systems reserves the right to change the price for Services for upcoming periods.

Terms of payment are 30 days Exworks Linköping. VAT is added to given prices if applicable.

Penalty interest is 12 (twelve) percentage.

5. Access rights

When the Customer has bought a subscription of the Services and accepted the terms and conditions the Customer has the right to use the Services during the subscription period for as many users as the Customer bought the subscription for. The Customer can with his own choice buy the right to more users using the Services, or the right to use fully or partially integrated Additional services according to the prevailing price list or agreement.

Only users with a paid and valid subscription have the right to use the Services. User Licenses are issued for specific named users.

6. Data processing and privacy

6.1 Treatment of personal data

The Customer’s use of the Services may lead to the transfer of personal data from the Customer to Image Systems. The Customer is therefore (according to the EU General Data Protection Regulation “GDPR”) considered to be controller and Image Systems to be processor. The GDPR provides that a contract “Data Processing Agreement” shall be entered into between the controller and the processor as regards the transfer and processing with i.a. the instructions that shall apply to the processing. The Data Processing

Agreement that shall apply to the Customer’s use of the Services is available on www.imagesystems.se.

6.2 Customer Data

The Customer holds all rights to the Customer’s data and Image Systems obtains no rights, in addition to that of these terms and conditions, to the Customer Data or any part thereof. Image Systems has the right during the term of the agreement to use Customer Data to deliver services to the Customer.

6.3 Information security

If not otherwise stated in the terms and conditions, Image Systems will not sell, rent, rent out or in other ways make any received data from the Customer available to third parties, except in the following situations; (I) to follow law, provision or regulation, or to respond to a final request from the authorities or the police, such as a court order, decision or injunction; (Ii) to investigate or prevent security threats or fraud; (Iii) in the event of reorganization, merger, sale or purchase of all or part of Image Systems when personal information may be disclosed as part of the reorganization, the merger or to actual and future buyers. Image Systems will in all such cases ensure that such parties observe the terms as follows here, and notify that such information has been given out.

7. Support

Image Systems constantly develops its products for Customers to have access to as good software as possible.

The subscription ensures that the Customer has access to the latest versions of the software and also is entitled to help.

The Agreement gives the right to administrative support related to problems with the product.

Image Systems provides product support via Internet, e-mail and phone. The preferable way of receiving support is to send an e-mail to upport@imagesystems.se describing the problem.

8. Immaterial rights

Image Systems is the sole owner of all intellectual property rights (IPR) related to the Services. IPR includes but is not limited to copyrights, patents, trademarks, trade names, designs and product designs, source code, databases, business plans and know-how, whether it is registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same

restrictions. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are considered the property of the respective owner.

Image Systems claims no intellectual property rights or proprietary rights of any kind, to the data owned by the Customer.

If Image Systems provides products licensed from another supplier than Image Systems, the other provider’s license applies before these terms and conditions.

9. Secrecy

Each party undertakes not to any third party without prior written consent disclose such information if the counter party activities may be regarded as business or professional secrets or which by law is covered by confidentiality ( “Confidential Information”).

10. System changes and feature updates

Image Systems informs its users by e-mail and publication on the web-page www.imagesystems.se about updates and new available versions of the Product. Therefore, all registered users accept that their name and email used for the registration are added to the technical newsletter mailing list.

11. Contracting Parties and applicable law

The parties’ rights and obligations shall be entirely governed by Swedish law. Disputes concerning the interpretation of the terms and conditions or use of the Services, the parties shall try to resolve amicably. If dispute cannot be solved this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of SEK 100 000 the Institute’s Rules for Expedited Arbitration shall apply. If the dispute exceeds SEK 100 000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute apply. If the dispute reaches an amount between SEK 100 000 and SEK 1 million the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds the value of SEK 1 000 000 the Arbitral Tribunal shall consist of three arbitrators. The disputes value includes the claims made in the Request for Arbitration and any counterclaims in the Respondent’s reply to the Request for Arbitration.