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Software License Agreement

1. Parties

This Software License Agreement (herein referred to as “the Agreement”) has been agreed between:

1.1 You, also referred to as the Company, its employees and other parties related, as mentioned previously in the Terms of Service agreement (www.happyatwork.se/terms) , herein referred to as “Licensees”; and

1.2 Interactive Happiness Survey AB, 559144-8773, Framtidsvägen 12A, 352 22 Växjö, herein referred to as “Licenser”, through either itself or through its subsidiary Happy at Work International, 1122 Budapest, Székács utca 29.

This Agreement will be considered as agreed upon during the point of accepting the Terms and Service that the Licensees accepted during signing up, joining, or similar, to use the Services provided by the Licenser.

If the contents of the documents do not correspond, the main document takes precedence over the annexes. The annexes take precedence according to the above arrangement.

2. Definitions

2.1 In the Agreement, the following terms shall have the following meanings:

2.1.1 The Agreement refers to this main document and at any given time applicable annexes.

3. Background

3.1 Intention
This Agreement is intended to further regulate the Licensor’s granting of licenses for the use of certain software to the Licensee.

3.2 Rights to the Software
The Licensor holds the rights to the Happy at Work software with additional modules and auxiliary services. The Licensor intends to grant the right to use the Software to the Licensee for the intended use of the Licensee.

3.3 Agreement
In the light of the above, the Parties have reached the following agreement.

4. The Rights to the Software

4.1 All Rights
The Licensor owns all rights to the software Happy at Work as well as additional modules and auxiliary services, which business is the copyright of the Software, the right to use it, assign or otherwise handle, change or transfer the copyright, and all other rights that can be updated around the Software.

5. License to the Software

5.1 Non-exclusive license
The Licensor hereby grants to the Licensee, under the terms of this Agreement, a non-exclusive license with the right to use the Software.

5.2 The rights the license entails
The License implies a right to use the Software on an unlimited number of devices (such as computer /s, mobile phone (s), touchpad /s or other intended device with which the Software is compatible).

5.3 Ban on copying etc
Licensee may not attempt to copy, decompile, deconstruct, disassemble, decode, modify or otherwise, except as provided by mandatory law, or the terms of this Agreement or license terms for any open source based components, or create derivative products wholly or partly based on the Software.

5.4 Rights to things not expressed in the agreement
All rights not expressly granted to the Licensee in this Agreement are retained by the Licensor. The material contained in the Software may be protected by intellectual property and thus belong to a third party. This Agreement does not grant any rights to use such material.

6. Update, Maintenance and Limitations of the Software

6.1 Updates under the Agreement Period
The terms of this Agreement also apply to all future updates of the Software provided by the Licensor during the Agreement term under paragraph 8 which replace and / or constitute additions to the Software, as long as and to the extent that this is not covered by a separate agreement.

6.2 Licensor’s right to update etc.
Licensor reserves the right to update, upgrade, modify, temporarily or permanently limit or shut down the Software or access to the Software at any time without liability or reimbursement. The Licensor shall inform the Licensee in writing or orally at least one week before the Licensor takes measures that only temporarily restrict or shut down the Software or temporarily restrict access to the Software. In the event that the Licensor permanently restricts or shuts down the Software or access to the Software, the Licensor will use commercially reasonable efforts to notify the Licensee thereof, and, if possible, either make the Software available to the Licensee prior to such change for the remainder of the Licensee's notice period or allow the Licensee to terminate this Agreement without cause, provided that the Licensee provides the Licensor with written notice at least 30 days prior to such termination. Termination of a particular service by the Licensor shall not automatically terminate this Agreement. The terms of this Agreement and other agreements between the parties shall remain valid.

6.3 Compatibility
The licensor is not responsible for the Software's compatibility with the Licensee's IT environment, but will always provide the best recommendations.

7. License Fee

7.1 Replacement
Alt. 1
In compensation for the grant of the rights to the Software under this Agreement, the Licensee shall pay the Licensor a license fee according to the following price list (excluding VAT). Payment is made on invoice with due date thirty (30) days after the signing of the Agreement, or the next banking day thereafter or card payment. The agreement runs according to item 8.1

7.1.1 Price List
Alt. 1
(a) 1-100 employees: SEK 49 per employee and month. Starting fee SEK 1,000.
(b) 101-250 employees: SEK 39 per employee and month. Starting fee SEK 2,000.
(c) 251- and more employees: an offer will be made accordingly.

7.1.2 Price list for additional modules, etc. is sent separately

8. Duration of the Contract

8.1 Agreement Period
Alt. 2
If the Agreement is not terminated by one of the Parties three months prior to the expiry of the Agreement Period, the Agreement Period is automatically extended each time by three months or twelve months, depending on the arrangement. The licensee has the option of choosing any of the following contract times with the following payment model:

(a) Monthly payment by invoice or card. 3 months notice period.
(b) Quarterly payment by invoice or card. 3 months notice period.
(c) Annual payment by invoice or card. 3 months notice period. For an annual payment, the customer receives 1 month free of charge.

9. Termination of the Agreement

9.1 Breach of Obligations
Either Parties may terminate this Agreement upon immediate termination if the counterparty substantially breaches its obligations under the Agreement.

9.2 Attempts to reveal anonymity
If the Licensee makes active attempts to disclose the anonymity of its users, the Licensor has the right to apply measures according to section 9.1.

9.3 Completion of the Software
Upon termination of the Agreement, Licensee shall immediately cease using the Software and any updates that this Agreement includes.

Immediately after the termination of the Agreement, the Licensee shall, if the Licensor so requests, certify in writing to the Licensor that the Software ceases to be used on all Licensee's units and that copies in any form have not been retained.

10. Guarantees

10.1 Ownership of Rights
The Licensor warrants that all rights to the Software are owned by the Licensor. If a third party can make any form of claim on any part of the Software that in any way affects the Licensee's ability to fully exercise its acquired right under this Agreement, the Licensee is entitled to terminate the Agreement immediately, without paying any license fee, or if a license fee has been paid, get the part or time affected by the use of the software. This includes

10.1.1 The licensee cannot log in to the service for more than 72 hours.

10.1.2 The licensee has not received a scheduled mailing in over 72 hours.

10.2 Third Party’s Rights
The Licensor is responsible for ensuring that rights granted under this Agreement do not infringe upon any third party's intellectual property rights. The Licensor shall indemnify the Licensee for any claims made against the Licensee as a result of the Licensee's use of the Software in accordance with the terms of this Agreement. Exceptions apply if the Licensee has had the event for which a third party claims.

10.3 Licensee's Obligation to Inform Licensor of Third Party Claims
If, after entering into the Agreement, a third party claims rights to the Software and, as a result, makes a claim against the Licensee as a result of the Licensee's use of the Software, the Licensee is obliged to notify the Licensor in writing of such claim without undue delay, but no later than fourteen (14) days from the date on which the Licensee becomes aware that claims have been made.

10.4 The Licensor's Exclusive Right to Decide on Legal Process or Arbitration
If the Licensee has fulfilled its obligation to inform the Licensor in accordance with section 10.3 above, the Licensor shall have the sole right to decide on legal process or arbitration in connection with the claim. Provided that the Licensee alone has the right to decide on any legal process or arbitration, the Licensor shall reimburse the Licensee for any damages the Licensee was obliged to pay to third parties as a result of the Licensee's use of the Software infringing the third party's right.

10.5 Utilization of the Software
In the event the Licensee does not choose to terminate the Agreement in advance, the Licensor shall, in order to enable the Licensee's continued use of the Software at his sole discretion, either

10.5.1 Provide and pay for a license to the Licensee that makes continued use of the Software possible, or

10.5.2 Modify or change the Software in such a way that infringement no longer exists

10.6 The Parties' Exclusive and Final Settlement
The licensor's obligations under paragraphs 10.3-10.5 shall constitute the parties' exclusive and final settlement on the occasion with intellectual property infringement.

10.7 Unauthorized Modification or Use of the Software
The Licensee is not entitled to compensation under paragraphs 10.3-10.5 above if the Licensee has unauthorized modification of the Software in accordance with paragraph 5.3, or if the Licensee has used the Software in a manner not prescribed in the documentation attributable to the Software or which has been otherwise obtained between the Parties.

11. Limitation of Liability

11.1 Direct and Indirect Damage
The Licensor is only liable for direct damages up to an amount not exceeding 20 percent of the License fee. The Licensor shall in no case be liable for indirect damages such as loss of production, product damage, consequential damage, loss of profit, loss of data / information or claims for damages or damages that a third party has made to the Licensee due to errors or defects in the Software. These restrictions do not apply in the case of intentional or gross negligence, in the event of personal injury or possibly mandatory product liability legislation.

12. Secrecy

12.1 Dissemination of Content in the Agreement
The parties undertake for all time not to disclose to third Parties the content of this Agreement or otherwise disseminate any information that comes to the Party’s knowledge from the counterparty and which does not refer to information

12.1.1 which is generally known or comes to public knowledge by any means other than by breach of this Agreement

12.1.2 as the Party can show that it knew before the information came from the counterparty, or

12.1.3 as the Party may show that it has received from a third party without any obligation of confidentiality

13. Changes to the Agreement and Additions to the Agreement

13.1 Changes and Additions
Changes to and additions to this Agreement shall be in writing and signed by both Parties in order to be binding.

14. Sublease of the Agreement

14.1 Sublease
The Licensee is not entitled to assign or sub-license the Software without the Licensor's written consent.

15. Transfer of the Agreement

15.1 Counterparty Approval
A party may not assign or pledge all or part of its rights and / or obligations under this Agreement without the written consent of the counterparty.

16. Invalidity

16.1 If any provision of this Agreement is found to be invalid, in whole or in part, this shall not mean that the Agreement is in its entirety invalid but, insofar as the invalidity substantially affects the Agreement and the parties' rights and obligations under this Agreement, reasonable settlement of the Agreement shall take place.

17. Choice of Law and Dispute

17.1 Choice of Law
Swedish law shall apply to this Agreement.

17.2 Dispute
Disputes relating to the interpretation and application of this Agreement shall finally be settled in a general court where the first instance shall be Växjö District Court.

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