Fuelink End User License Agreement (EULA)

1. DEFINITIONS

1.1. “Licensee” shall mean a legal entity that has received an access to the Software from Fuelink directly or through the Partner.

1.2. “EULA” shall mean this standard End User License Agreement.

1.3. “Fuelink” shall mean Fuelink Ltd, Company number UN 172921 registered within Register of Companies in Cyprus.

1.4. “Partner” shall mean the authorized redistributor and operator of Fuelink from whom the Licensee has received access to the Software.

1.5. “Software” shall mean any software (provided as an online service), tool, utility, documentation, or similar delivered by Fuelink including the license file, and any revision, update, or upgrade hereto which are made available by Fuelink to the Licensee under the terms and conditions set out in this EULA.

1.6. “Working day” shall mean Monday to Friday, except for national holidays in Cyprus.

2. SCOPE OF THE END USER LICENSE

2.1. Fuelink hereby grants to the Licensee a non-assignable and non-exclusive right to use the Software in accordance with the terms and conditions set out in this EULA solely for the Licensee’s own internal business operations. The license is effective upon first login by the Licensee and remains in force until termination by either party.

2.2. The Software is licensed as a subscription (rent) license that needs to be renewed annually (every 12 months).

2.2.1. A subscription license gives the Licensee a right to use the Software (the current or at any time the latest version) one (1) year from the date of first login. Fuelink/Partner Pricelist will determine available subscription options. If the subscription license is not renewed, the Licensee no longer has any right to use the Software.

2.2.2. A subscription license is automatically renewed, unless the Licensee has informed the Partner otherwise by giving three (3) months’ written notice before the end of an update term (a 12-month period) for a yearly subscription.

2.3. The Software is a standard product. It shall be the sole responsibility of the Licensee to ensure that the functions of the Software fulfill the requirements and expectations of the Licensee.

2.4. The Licensee’s right to use the Software requires that the Licensee has accepted the terms and conditions in this EULA. One license gives the Licensee the right to use the Software for one legal entity, for the number of users and user types acquired, and for one database.

2.5. The Licensee agrees that Fuelink may audit the Licensee’s use of the Software for compliance with this EULA at any time, upon reasonable notice. In the event that such an audit reveals any use of the Software by the Licensee other than in full compliance with the terms of this EULA, the Licensee shall reimburse Fuelink for all reasonable expenses related to such an audit in addition to any other liabilities the Licensee may incur as a result of such non-compliance.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. The Licensee shall obtain no rights to the Software. Fuelink retains all intellectual property rights to the Software, updates, documentation, and all data enclosed in it, including, but not limited to, copyright, trademarks and other rights, titles and interests in the Software.

3.2. The Licensee is not permitted to publish the Software without the explicit, written consent of Fuelink. This also applies to any documentation delivered by Fuelink.

3.3. The Licensee may not reverse engineer, decompile, or disassemble the Software except when otherwise allowed by mandatory statutory provisions. The Licensee shall always notify Fuelink in writing in advance of such acts.

3.4. Upon an infringement of Fuelink intellectual property rights, Fuelink shall be entitled to terminate this Agreement for cause with immediate effect, as per clause 11.2.

4. USE OF THE SOFTWARE

4.1. By logging in, copying, or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA.

4.2. The Licensee acknowledges that the use of the Software and licensing may require connection to the Internet.

4.3. Should the Licensee use the Software, including any documentation, for another physical person or legal entity than the Licensee, Fuelink is entitled to a penalty amounting to ten times Fuelink list price for the unpaid End User license. The penalty shall be calculated in accordance with the list price of the End User license valid at the time Fuelink becomes aware of the unauthorized use of the Software.

4.4 The Licensee alone is responsible for the backup of all data, configurations, and settings stored in the Software.

5. USE OF THE SOFTWARE WITH FUELINK ONLINE SERVICES

5.1. Some use of the Software requires the Software to use one or more online services on the cloud computing platforms. It is expressly stated that Fuelink is not responsible for downtime or other interruptions in the service relating to other cloud computing platforms and/or otherwise out of Fuelink’s control.

6. UPDATES

6.1. Fuelink will use its best endeavors to ensure on-going development of the Software, including correction of errors and inexpediency and, at the discretion of Fuelink, to change the Software with the aim of making the Software compatible with new versions of third- party’s standard software.

6.2. The Licensee acknowledges that updates to the Software may not work with the Licensee’s hardware, add-ons, third-party software, or custom fit adjustments or modifications.

7. SUPPORT

7.1. The Partner is the Licensee’s first point of contact and reference in respect to all matters concerning the Software, including but not limited to support.

7.2. Fuelink offers online support to both the Partner and the Licensee.

8. ASSIGNMENT

8.1. The Licensee is not entitled to lend, lease, sublicense, transfer, or otherwise assign its rights and obligations given under this Agreement without Fuelink’s prior written consent. Any assignment shall not be legal without Fuelink’s prior written consent. Assignment also includes transfer or adoption in connection with a merger, demerger, outsourcing, and similar events or activities within and outside the group of companies to which the Licensee belongs.

8.2. If the Licensee assigns the Software in conflict with the provisions above, Fuelink may terminate this Agreement with immediate effect, as described in clause 12.

8.3. Fuelink may at any time in full or in part assign its rights and obligations under this Agreement to any third party.

9. INFRINGEMENTS OF THIRD-PARTY RIGHTS

9.1. Fuelink represents and warrants that it has the right to license the Software, including any documentation, to the Licensee, and that Fuelink holds the necessary rights, titles, and licenses to allow the Licensee to perform all rights contemplated by this Agreement, and that the Software does not infringe any third-party’s right that is valid within and enforceable in Cyprus.

9.2. The above representations and warranties do not apply to infringements or misappropriations resulting from modifications of the Software, including any documentation, by the Licensee, or the Licensee’s operation or use of the Software with devices, data, or software furnished by the Licensee. If the Licensee embeds fonts or any other third-party intellectual properties using the Software, it is the sole responsibility of the Licensee to have the necessary rights to do so.

9.3. If a third party towards the Licensee claims that the Software infringes third-party rights, the Licensee shall immediately inform Fuelink in writing.

9.4. If the Licensee becomes aware of any infringement or potential infringement of the Software it shall promptly notify Fuelink in writing.

10. PROVIDED “AS IS”

10.1. The Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose. The entire risk arising out of use or performance of the Software remains with Licensee.

10.2. The Software delivered under this Agreement is a standard product, and the Licensee is aware that no software product is faultless in all situations and combinations.

10.3. Fuelink shall not be liable for any defects. This Agreement includes neither warranty against defects, nor any warranty of fitness or suitability for a particular purpose.

10.4. Immediately after a reproducible error or defect is discovered or should be discovered, the Licensee must give notice to Fuelink Partner whom the Licensee is cooperating with at the time of the notification. Upon notification, the Licensee must specify the error or defect.

10.5. The actual scope and procedure for remedy of any errors or defects is at the free and independent discretion of Fuelink, who may remedy essential errors and defects by releasing an update of the Software. Fuelink will remedy non-essential errors and defects to the extent Fuelink finds it necessary.

11. PAYMENT TERMS

11.1. Payment shall be made in United States Dollars or Euro by bank transfer to Fuelink’s bank account, net of all banking charges in accordance with the Contract as specified in the invoice. Payment shall be deemed to have been made on the date the payment is credited to Fuelink’s bank account. Payment to any other bank account shall not release the Licensee from its payment obligations.

11.2. It is the Licensee’s risk and responsibility to ensure that Fuelink’s bank details are bona fides. Where payment is being made to an account for the first time the Licensee must check the bank details with Fuelink by secure means (ie. By telephone, encrypted messaging or in person). Fuelink shall be entitled to allocate payments from the Licensee at its sole discretion and regardless of any allocation stipulated by the Licensee and shall be entitled to extinguish interest, legal fees or any other sums due from the Licensee in priority to invoices regardless of the date that respective obligations arose.

11.3. Where payment is delayed in part or in full the Licensee shall pay to Fuelink interest at the rate of 3% per month or part thereof on the delayed sum due until payment is received. In the event that the interest rate herein exceeds that permitted by any applicable Law, it shall be substituted by the maximum rate so permitted.

11.4. Payment shall be made in full without any discount or deduction, and there shall be no withholding either in part or in full by any reason.

12. TERMINATION

12.1. The Licensee may terminate this EULA for the future at any time by ceasing the use of the Software and promptly destroying and deleting all copies, including any documentation. The Licensee shall not be entitled to any refund of the license fee.

12.2. In the event that the Licensee fails to comply with any of the terms or conditions of this Agreement, Fuelink may terminate for cause the Licensee’s right to use the Software, including any documentation, at any time upon a written with immediate effect. Upon such termination the Licensee must destroy and delete all copies of the Software, including any documentation. The Licensee shall not be entitled to any refund of the license fee upon such termination.

12.3. Fuelink may terminate Licensees access to the Software at any time at its own discretion without any responsibility towards the Licensee.

13. LIABILITY OF THE LICENSEE

13.1. General rules of Cyprus law are applicable to the Licensee’s breach of contract. In the event of the Licensee’s breach of any of its obligations set out in this EULA, Fuelink shall be entitled to terminate this EULA with immediate effect.

14. LIMITATION OF LIABILITY

14.1. Fuelink expressly disclaims any liability, whether expressed or implied with regard to (i) defects and errors, which are not related to the Software, but which are related to external factors, including other software products of the Licensee, (ii) acts or omissions of the Partners of Fuelink (iii) the interaction between the Software and any other hardware and/or software environment and organization at the Licensee’s location or at any remote location, including but not limited to hosting or data centers (iv) errors, defects, and inexpediency of third-party’s standard products, delivered by Fuelink (v) the Licensee’s changes and/or modifications in or with the Software, and (vi) compatibility between the Software and any new version, update etc. of third-party’s software, and (vii) loss of any data.

14.2. Fuelink shall not in any way be liable for circumstances related to the non-fulfilment of the Licensee’s duties in respect of this Agreement. In no event shall Fuelink be held liable for any damage resulting from loss of data, loss of profits or goodwill or other consequential damages. Fuelink liability can under no circumstances exceed the monthly license fee paid by the Licensee under the Agreement excluding any update fee paid in accordance with clause 6 above.

15. CHANGES TO THIS AGREEMENT

15.1. Fuelink Partner or distributor of the Software may not under any circumstances deviate from or make changes to these terms and conditions without Fuelink’s explicit consent in writing, which must be made in accordance with the provisions in Fuelink’s articles of association relating to the power to bind Fuelink.

16. VALID ITY

16.1. If any provision in this Agreement is held to be illegal, invalid, or unenforceable, such provision(s) shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the parties. Such provision(s) shall not affect the legality and validity of the other provisions in this Agreement.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. This EULA shall be governed and construed by Cyprus law and supersedes all prior and contemporaneous oral and written proposals and communications respecting the subject matter hereof.

17.2. The Parties will use all reasonable efforts to solve any controversy that may arise from this EULA amicably at senior management levels of both parties.

18. INTERPRETATION

18.1. If any provision of this EULA is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of this agreement and shall not effect or impair the validity or enforceability of the remaining provisions of this agreement.