Software License Terms

1 General

For the purposes of these Software License Terms (the “Terms”), the “Customer” shall mean an entity accepting an offer from Insert Coin AB, reg.no 556864-0527, (the “Supplier”) to subscribe to Gamify the World Engine platform - GWEN (the “Service”) by either signing up for and agreeing to such subscription online or signing an order confirmation provided by the Supplier (the “Commercial Agreement”). The Supplier and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

The Commercial Agreement together with the following appendices form an integral agreement (the “Agreement”) between the Customer and the Supplier:

In case of contradictions between the documents, the Commercial Agreement shall take precedence over any appendices thereto and the appendices shall have precedence in the above order, unless otherwise stated or follows from the given circumstances.

The Supplier may engage subcontractors to perform its obligations under the Agreement. The Supplier is liable for the subcontractors’ work as if it were its own.

2 Scope and implementation of the Service

The Service will consist of the combination of modules agreed between the Parties in the Specification (the “Module Package”) linked to a behaviour table (the “Behaviour Table”). Unless otherwise agreed in writing between the Parties, each module is provided “as is” and will not be customised for the Customer’s specific needs.

Each Party shall provide the other Party with such information and support as may be reasonably requested by either Party to perform its obligations under this Agreement. Each Party shall be responsible for the correctness of any information and instructions provided to the other Party.

3 Fees and terms of payment

The license fee of the Services (the “License Fee”) (if any), and any other additional fees related to the Service are agreed in the Commercial Agreement.

In addition to the fees set forth in the Commercial Agreement, the Customer shall reimburse the Supplier’s necessary and reasonable travel and expense costs incurred while travelling to and from meetings with the Customer, or other meetings requested by the Customer. Upon the Customer’s request, the Supplier shall provide the Customer with documentation evidencing such costs.

Unless otherwise set forth in the Commercial Agreement, the Customer shall start paying the License Fee from the date the Agreement is agreed upon.

Prices are exclusive of VAT and other sales, use, property or other taxes, duties, fees or other official charges, whether federal, provincial, state or local (“Governmental Charges”). The Customer shall be liable for the payment of all Governmental Charges unless exempt therefrom.

The Supplier is entitled to charge 12% annual interest on any delayed payments and reasonable collection costs. In addition to the right to charge annual interest for delay, the Supplier shall have the right to suspend any further deliveries of the Service without any liability to the Customer.

4 Fee adjustments

The Supplier may, at any time, adjust the License Fee and other fees for the Service. Such adjustments will take effect one (1) month after the Customer was notified by the Supplier. The Customer may, instead of accepting the adjusted fees, terminate the Agreement by giving the Supplier two (2) months’ written notice, during which the fees will remain unchanged.

5 Performance of the Service

The Supplier shall provide the Service to the Customer in accordance with the Agreement. The Service will be provided in the form of a software as a service (SaaS). The Supplier shall provide support and maintenance of the Service in accordance with the service level requirements set out in Appendix 2 – Service Level Agreement.

The Supplier grants the Customer, subject to payment of the License Fee, a limited, non-exclusive, non-transferable and worldwide license to, during the term of the Agreement, use the Service in its own business and for the purposes described herein, or as otherwise agreed in writing between the Parties.

6 Use of the Service

The Service shall be provided to the Users by the Customer through either the Customer URL/application (if defined in the Commercial Agreement) or through the Supplier’s URL. The Customer shall be solely liable in relation to the Users. The Customer shall also be solely liable for its own, its employees’ and the Users’ use of the Service, and for all materials and other contents made available by the Customer or the Users through the Service. The Customer undertakes to use the Service for lawful purposes only.

The Customer shall indemnify and hold harmless the Supplier from and against any claims from Users or any other third party, due to circumstances for which the Customer is responsible or conditions on the Customer’s side.

The Customer may not modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by the Supplier in connection with providing the Service, except and only to the extent that applicable law expressly permits the Customer to do so despite this limitation.

7 Limited access to the Service

The Supplier reserves the right to limit the Customer’s use or access to the Services, if the Supplier has reason to believe that the use of the Service causes or may cause serious harm to the Supplier or any third party. The measures taken by the Supplier must be reasonable in relation to the circumstances at hand. The Customer shall without undue delay be informed about any limitation or suspension of the access to the Service.

8 Intellectual property rights

The Service and its features, functionality, and design elements are and will remain the Supplier’s exclusive property. The Parties retain all proprietary rights to their respective intellectual property such as source code, trademarks, trade names, service marks and other, registered and unregistered, intellectual property right related thereto. The Agreement shall not render any transfer whatsoever of any intellectual property rights to the other party, unless expressly stipulated herein.

The Agreement does not render any transfer of intellectual property rights related to modifications or special adjustments to the Service (such as the Module Package or the Behaviour Table) made by the Supplier to meet the Customer’s individual requirements. The Supplier remains the sole owner of all intellectual property rights related to any such modifications or adjustment, including but not limited to, source code and copies thereof.

Notwithstanding the above, the Customer will be the sole owner of the Customer’s unique branding and graphical features of the Service (front-end elements) to the extent such elements have been developed by the Supplier on behalf of the Customer.

9 Confidentiality

Each Party shall keep in confidence and not disclose to a third party any material or information received or obtained from the other Party pursuant to this Agreement, whether the same is expressly marked or identified as confidential or not. This confidentiality obligation shall remain in force for five (5) years after the termination of this Agreement.

The confidentiality obligation shall, however, not apply to material and information that:

is generally known or which becomes a matter of general knowledge in a manner other than through a Party’s breach of the Agreement,
the receiving Party can prove was in its possession prior to receipt of the same from the other Party without any obligation of confidentiality related thereto,
is received from a third party without being covered by an undertaking of confidentiality in relation to that party,
subject to clause 10, the Supplier’s use or disclosure of Service Data.

Each Party is also entitled to disclose confidential information if the disclosure is required pursuant to a law, decree, or other order issued by the competent authorities or judicial order. The disclosing Party shall notify the other Party of such requirement without undue delay.

10 Service Data

The Supplier may use data and other information transferred to the Supplier through the Service (“Service Data”), for purposes including but not limited to the development of the Service. The Customer may, on the last date of the Agreement at the latest, request the extraction of Service Data from the Supplier against a fee.

Except for purposes of providing the Service to the Customer, the Supplier undertakes not to use or disclose Service Data in a manner likely to identify the Service Data with the Customer.

The Customer may not access Service Data stored in the Supplier’s data bases. The Supplier will however, on an ongoing basis, provide the Customer with aggregated Service Data and statistics in the Service.

11 Personal data

To the extent the Service Data includes personal data, the Supplier shall process such personal data on behalf of the Customer in accordance with the Data Processing Agreement in appendix 3. For any issues related to processing of personal data, the Data Processing Agreement will take precedence over the other appendices.

12 Termination

Except as what is set forth in the Commercial Agreement, either Party may terminate the Agreement with immediate effect if the other Party:

commits a material breach of its obligations under the Agreement and the other Party fails to remedy (if remediable) such breach within thirty (30) of the non-defaulting Party's written notice thereof; or
enters into liquidation, becomes insolvent, bankruptcy proceedings are initiated against it, a receiver of its assets is appointed, or if a general assignment for the benefit of its creditors is made.

For the avoidance of doubt, in the event the Supplier is subject to an acquisition by a third party during the term of the Agreement, whether by merger or through acquisition of the Supplier’s shares, such acquisition shall not affect the Agreement. The Agreement shall still be binding upon both Parties and remain in full force and effect, until termination of the Agreement.

Upon termination of the Agreement, the Customer’s right and license to use the Service ceases. Termination of the Agreement shall be without prejudice to any rights, claims, suit, damages, compensation, or remedies accrued to either Party prior to the effective date of the termination.

13 Limitation of liability

The Supplier shall not be liable for any loss of profit, loss of data or any other indirect or consequential damages. The Supplier’s aggregated liability for damages under or in connection with the Agreement shall be limited, per calendar year, to a total amount corresponding to the lowest of:

the total amount of the License Fees paid by the Customer during the twelve (12) months preceding the incident (or if several, the last one to occur); and
SEK 300,000.

The above limitations of liability shall not apply in the event of the Supplier’s gross negligence or wilful misconduct.

To avoid losing the right to claim damages, the Customer must notify the Supplier about the damage within thirty (30) days from when the Customer became aware of the damage.

14 Miscellaneous

Either Party may not wholly or partly assign any of its rights or obligations under the Agreement to any third party, without the prior written consent of the other Party. However, the Supplier may assign the right to accept payment under the Agreement without the approval of the Customer.

This Agreement constitutes the complete and exclusive statement of the agreement between the Parties and supersedes all prior, oral or written, proposals, prior agreements and other prior communications between the Parties, concerning the subject matter of the Agreement.

No amendment or modification of the Agreement shall be binding unless made in a writing and signed (or otherwise clearly confirmed in writing) by the Parties’ designated contact persons listed herein, or other authorised representatives of both Parties.

During the term of the Agreement, the Supplier is entitled to the use Customer's company name and/or logo in marketing, sales, and public relations materials and other communications to identify the Customer as a user of the Services and customer of the Supplier.

15 Applicable Law and Dispute Resolution

This Agreement shall be construed in accordance with, and governed by, the laws of Sweden as applied between Swedish legal entities.

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Gothenburg, Sweden and the language to be used in the arbitral proceedings shall be Swedish.

Notwithstanding the foregoing, each Party shall be entitled to seek equitable or injunctive relief in an applicable jurisdiction for a breach of confidentiality by the other Party, or for a violation of the Party’s intellectual property rights.

The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the prior consent by the other Party, unless and to the extent it is necessary for a Party in order to secure its interest against the other Party in connection with a dispute or if required by law.