REPLACEMAGIC SOFTWARE LICENSE AGREEMENT

1. Parties and Definitions

This Software License Agreement (the “Agreement”) is between Webtime Corporation, a Delaware corporation with its registered office at 501 Silverside Rd Ste 105, Wilmington, DE 19809, USA, operating www.replacemagic.com (“Licensor”), and the person or legal entity obtaining the right to use ReplaceMagic (“Licensee”). “Software” means the applicable ReplaceMagic software, related components, and issued license keys or files. “Documentation” means Licensor’s product documentation for the applicable Software version or build, as made available when that version or build is supplied to Licensee. “Order Confirmation” means a quotation, order confirmation or other commercial terms issued or expressly accepted in writing by Licensor.

2. Grant and Scope of License

Subject to payment and compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable license to install and use the Software within the package, user and organizational limits purchased. Unless otherwise expressly agreed in writing by Licensor, a license purchased for the Software is perpetual, subject to the terms of this Agreement. The Software is licensed, not sold; Licensor retains all intellectual property rights not expressly granted. Licensee may not resell, sublicense, rent, lease, lend, host or operate the Software as a service for third parties except as expressly permitted by this Agreement or agreed in writing by Licensor.

Licensee is responsible for maintaining appropriate backups of documents and other data before using the Software to perform modifications or replacements and for verifying the results before relying on modified documents in production.

3. License Packages

The following installation and user limits apply. Any numeral appearing alongside a package name in a price list, invoice or webshop is an internal product code and does not itself define the permitted number of installations or users:

a. Package 1: one computer and one user.

b. Package 2: up to 5 computers or 5 users, whichever limit is reached first.

c. Package 3: up to 10 computers or 10 users, whichever limit is reached first.

d. Package 4: up to 20 computers or 20 users, whichever limit is reached first.

e. Company Package: unlimited computers and users within one licensed legal entity, at one or multiple locations.

f. Enterprise Package: unlimited computers and users within the licensed parent company and its controlled subsidiaries worldwide. A controlled subsidiary is an entity directly or indirectly controlled by that parent, only while such control continues. The Enterprise Package includes subsidiaries acquired or established after the license purchase, for as long as they remain directly or indirectly controlled by the licensed parent company.

A “computer” is one physical or virtual machine on which the Software is installed. A “user” is one named individual operating the Software, directly or through an account, script or scheduled task. A license may be reassigned to a replacement computer or user provided the applicable limits are not exceeded and a single user license is not shared concurrently.

4. Single-Entity and Service-Provider Use

Packages 1–4 and the Company Package are limited to the legal entity for which they were purchased. If a consulting company, managed service provider, systems integrator or other third party processes documents owned or controlled by customers, a separate appropriate ReplaceMagic license is required for each customer unless Licensor agrees otherwise in writing. Licenses are associated with the entity whose documents are processed, not merely with the operator of the Software. Processing documents for multiple legal entities within the same corporate group (a parent company and its controlled subsidiaries) requires the Enterprise Package where applicable, separate licenses, or Licensor’s written agreement. Processing documents for unrelated legal entities requires a separate license for each such entity unless otherwise agreed in writing by Licensor.

5. Restrictions and License Keys

Licensee will not, and will not permit any third party to: reverse engineer, decompile or disassemble the Software except where mandatory law expressly permits it; modify or create derivative works; circumvent license, activation, verification or usage controls; use or share a license key outside its licensed scope; process third-party documents contrary to Section 4; or use the Software unlawfully or beyond the purchased scope. License keys and files are licensed, not sold, and are Licensor Confidential Information. Licensee is responsible for use under keys issued to it except to the extent caused by Licensor.

If Licensee’s use exceeds the scope of the purchased license, Licensee must obtain the additional licenses required for such use.

6. Trial and Pre-release Versions

Scanning in the Trial version, including ReplaceMagic.SmartMapper, is unlimited both in duration and in the number of documents scanned. The document limits and application-restart requirement below apply only to replacement or repair operations that make changes, not to scanning. Replacement functionality may be used only during the trial period specified in the Software or on Licensor’s website and within the applicable functional limits. In the Trial version, replacement operations are limited to approximately 10% of all documents scanned; for ReplaceMagic.SmartMapper, changes may be made to no more than 100 scanned documents. Only one trial replacement or repair run is possible per application session. The application must be restarted before another trial replacement or repair run can be performed. Restarting the application does not extend or reset the trial period. After the trial period expires, replacement functionality may no longer be used unless a commercial license for the Software is purchased.

The Trial version is provided "AS IS" and "AS AVAILABLE," without warranty, support, maintenance or update obligations to the maximum extent permitted by law.

Pre-release, alpha, beta, preview and release-candidate builds are also provided "AS IS" and "AS AVAILABLE," without the limited warranty in Section 10 or any obligation to provide support, maintenance or updates for those builds, to the maximum extent permitted by law, unless Licensor expressly agrees otherwise in writing. This does not reduce Licensee’s existing support or maintenance entitlements for generally available commercial releases. Mandatory rights remain unaffected.

7. Copies, Support and Maintenance

Licensee may make copies only as reasonably necessary for authorized installation, deployment and backup; backup copies do not increase permitted installations or users. A commercial license includes product-related support and all generally available updates, upgrades and bug fixes released for the licensed product during the first 12 months after purchase. Extended maintenance provides the same entitlement for the purchased maintenance period. Expiry of support or maintenance does not terminate an otherwise valid perpetual license, but later updates, upgrades and support require an active entitlement.

Support is provided by email in English. Licensor will provide an initial response to support requests within 24 hours on Licensor’s normal working days; time falling on non-working days is excluded from this response period. This response commitment does not guarantee resolution within that period. Licensor will use commercially reasonable efforts to resolve supported issues. Support is limited to assistance with reproducible technical issues and defects in the Software. It does not include installation, configuration, training, consulting, project-specific assistance, or other professional services. Licensee may be asked for reasonably necessary diagnostic information and should remove unnecessary confidential or personal data before sending it.

8. Software Communications and License Verification

The Software may communicate with Licensor’s servers or third-party services for license activation, update checks, functionality expressly selected by Licensee, including checking broken links against their targets or accessing document locations selected by Licensee, and limited license-usage verification.

Limited license-usage verification may record (i) successful license activation, (ii) the first successful launch or use of a commercial license, (iii) up to the first five successful replacement operations performed using ReplaceMagic, and, for ReplaceMagic.SmartMapper, (iv) up to the first five successful executions of search/replacement key generation and (v) up to the first five successful repair operations. These events may include the purchase identifier (Purchase ID), product/edition, Software version, date/time, and, where applicable, the duration of the relevant operation.

Communications with Licensor’s servers may also generate ordinary technical connection data, such as IP address, date/time and server request information, as necessary to operate, secure and troubleshoot those services.

The Software processes customer documents locally or directly within the document locations selected by Licensee. Licensor does not receive, access, or have visibility into Licensee’s documents or their contents through license activation or license-usage verification. Such communications do not transmit document contents, document names, file/folder paths, links contained in documents, SharePoint URLs, search/replacement values, or other customer content to Licensor.

9. Data Protection and Confidentiality

Personal data collected in connection with a purchase, such as customer, contact, billing and transaction information, may be processed by Licensor and its service providers, including payment processors, for order processing, payment, tax, accounting, fraud prevention and related legal or administrative purposes. Technical connection data described in Section 8 may be processed for service operation, security, troubleshooting and license verification.

Personal data will be limited to what is reasonably necessary for these purposes and retained only for as long as reasonably necessary or required by applicable law. Personal data may be processed in the United States, the European Union, and other countries in which Licensor or its service providers operate. Where applicable data-protection law requires safeguards for an international transfer of personal data, Licensor will use or require an appropriate lawful transfer mechanism.

The Software does not require personal data about Licensee’s users in order to process customer documents. The limited license-usage information described in Section 8 is separate from customer document content and is limited to the information described there.

Information, documents or other materials voluntarily provided by Licensee in connection with a support request will be used only as reasonably necessary to investigate and respond to that request and will be handled in accordance with applicable data-protection law.

“Confidential Information” means non-public information disclosed in connection with this Agreement that is identified as confidential or reasonably understood to be confidential. Each party will protect the other party’s Confidential Information, use it only for purposes related to this Agreement, and disclose it only to personnel, affiliates, service providers or advisers with a need to know and appropriate confidentiality obligations. These obligations do not apply to information that is lawfully public, was previously known without restriction, is lawfully received from a third party without confidentiality obligations, is independently developed without use of the Confidential Information, or is required to be disclosed by law.

These confidentiality obligations continue for three years after disclosure and, for trade secrets, the Software and license keys/files, for as long as they remain protected as such.

10. Limited Warranty and Remedies

For 30 days after delivery, Licensor warrants that the commercial Software will operate substantially in accordance with the Documentation when used in a supported environment. The warranty does not cover misuse, unsupported or modified environments, third-party software or services, customer data or configurations, or undocumented functionality. To the extent permitted by law, this limited warranty replaces all other express or implied warranties, including merchantability, noninfringement and fitness for a particular purpose.

A warranty claim must be reported within the 30-day period with sufficient information and reasonable cooperation to reproduce and investigate the issue. Licensor may provide instructions, a correction, update, workaround or other reasonable remedy. If a reproducible defect materially preventing documented use remains unresolved for 30 days after Licensor has received sufficient information to investigate it, Licensee may request a refund of the affected license fee. Upon refund of the affected license fee, that license terminates and Licensee must cease use of the licensed Software and remove the relevant license key/file. Mandatory rights remain unaffected.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA. LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID FOR THE AFFECTED LICENSE GIVING RISE TO THE CLAIM.

These limitations do not apply to liability that cannot lawfully be excluded or limited, including, where applicable, liability for fraud or fraudulent misrepresentation, gross negligence or willful misconduct, death or personal injury caused by negligence, or liability that cannot be limited under mandatory consumer law.

The liability cap in this Section applies only to Licensor’s liability. It does not limit Licensee’s payment obligations, indemnification obligations under Section 13, or liability for unauthorized use or distribution of the Software, circumvention of license restrictions, or infringement of Licensor’s intellectual property rights.

12. Intellectual Property Claims

If a third party makes a credible claim that the unmodified commercial Software, when used as authorized under this Agreement, infringes its intellectual property rights, Licensor will, at its option, obtain the right for Licensee to continue using the Software, modify or replace the Software so that it is non-infringing, or terminate the affected license and refund the license fee.

This Section does not apply to claims arising from modifications not made by Licensor, unauthorized use, customer content or specifications, combinations with products or services not supplied or recommended by Licensor where the claim would not otherwise arise, or continued use after Licensor has provided or offered a non-infringing replacement.

To the maximum extent permitted by law, the remedies in this Section are Licensee’s exclusive remedies for third-party intellectual property infringement claims relating to the Software.

13. Licensee Responsibility and Indemnity

Licensee is responsible for ensuring that its use of the Software is lawful and authorized and that it has the necessary rights and authority to process documents and other content using the Software.

Licensee will indemnify Licensor against third-party claims, damages and reasonable costs arising from Licensee’s unlawful or unauthorized use of the Software or from content processed by Licensee without the necessary rights or authority, except to the extent caused by Licensor’s negligence, willful misconduct or material breach of this Agreement.

14. Fees, Taxes and Refunds

Fees are those stated in the applicable Order Confirmation or Licensor’s published price at the time of purchase and are exclusive of applicable sales, use, VAT/GST and similar taxes unless stated otherwise. Licensee will provide reasonably required tax information.

Unless otherwise stated in the applicable Order Confirmation or invoice, fees are due before delivery of the applicable license key/file. Licensor may withhold delivery or activation until payment is received. Where Licensor agrees to payment after delivery, payment is due within the period stated in the applicable invoice or Order Confirmation.

Except where required by law or expressly agreed by Licensor, purchases of commercial Software licenses are final and non-refundable once the applicable license key/file has been delivered or made available. A change in requirements, project cancellation, postponement or completion, the Software becoming no longer needed, selection of the wrong edition or license type, completion of the task for which the Software was purchased, or expectations regarding undocumented functionality do not by themselves create a right to a refund.

Licensor may nevertheless agree to an exchange, upgrade, credit or refund at its discretion. The non-refundable purchase terms above do not restrict Licensee’s refund rights under Sections 10 and 12 or applicable mandatory law. Refund claims relating to technical defects are governed by Section 10, and refunds relating to intellectual property claims are governed by Section 12.

15. Consumers

The Software is offered primarily for business use. If Licensee is a consumer, nothing in this Agreement excludes or limits any consumer rights that cannot lawfully be excluded or limited.

Where applicable law provides a consumer with a right of withdrawal or other mandatory rights relating to the purchase of digital content or software, those rights and any applicable conditions or exceptions will apply as required by law.

Any choice of law or jurisdiction under this Agreement does not deprive a consumer of mandatory protections available under the law of the consumer’s habitual residence.

16. Third-Party Components, Export and Force Majeure

The Software may include or interoperate with third-party components or services that may be subject to separate terms. Licensor does not control independent third-party services and is not responsible for their availability, changes, discontinuation, or issues resulting from circumstances outside Licensor’s reasonable control.

Licensee will comply with applicable export-control, sanctions and trade laws and will not use or make the Software available where prohibited by law.

Neither party will be liable for delay or failure to perform its obligations, other than payment obligations already due, where caused by events beyond its reasonable control, provided that it uses reasonable efforts to mitigate the effects.

17. Entire Agreement and Purchase Orders

This Agreement and the applicable Order Confirmation constitute the entire agreement regarding the Software and supersede prior communications relating to it.

Terms contained in any purchase order, procurement portal, reseller document or other customer or third-party document do not modify or override this Agreement unless expressly accepted in writing by an authorized representative of Licensor.

If Licensor and Licensee enter into a separate written agreement expressly governing the Software, that agreement will control to the extent of any conflict with this Agreement.

If an Order Confirmation expressly identifies a term that differs from this Agreement, the Order Confirmation controls with respect to that term and that order.

18. Termination and Survival

Licensor may terminate an affected license if Licensee materially breaches this Agreement and does not cure the breach within 15 days after written notice, where the breach can be cured. Licensor may terminate immediately in the case of unauthorized distribution or sublicensing, deliberate circumvention of license restrictions, use of the Software for unlawful purposes, or where required by applicable sanctions or export law.

Upon termination of a license, Licensee must cease using the affected Software, uninstall it, and remove or destroy the applicable license key/file and any copies no longer permitted under this Agreement. Termination resulting from Licensee’s breach does not entitle Licensee to a refund.

Provisions concerning ownership, license restrictions, confidentiality, limitation of liability, indemnification, payment obligations, governing law, and any provisions that by their nature are intended to survive will remain in effect after termination.

19. Versions and Acceptance

The version of this Agreement made available at the time a commercial license is purchased governs that license, subject to the applicability statement above. For Licensees holding an existing perpetual license, this Agreement applies to a subsequent Software release or build within that scope only upon Licensee’s express acceptance. Such acceptance does not retroactively change the terms governing use of earlier Software versions. Later versions of this Agreement do not apply retroactively unless expressly accepted by Licensee. A later version may apply to licenses purchased after it becomes applicable. Renewal of maintenance or support alone does not change the terms governing an existing perpetual license or constitute acceptance of a new version of this Agreement.

Software communications in subsequent releases. The software communications and limited license-usage verification described in Section 8 are features of the applicable Software release or build, including pre-release builds, and may operate when that release or build is used with a previously purchased license. Their operation does not depend on the date on which the license was purchased. This paragraph does not expand the information or events described in Section 8, alter the purchased license scope or duration, or override any binding commitments under an earlier agreement or applicable law.

Licensee accepts this Agreement by purchasing a commercial license after being given notice of and access to this Agreement, or by affirmative electronic acceptance during installation of the Software. Before an organization deploys the Software through unattended, silent or automated installation, an authorized representative must be given notice of and access to this Agreement and must expressly accept it on the organization’s behalf, either in writing or by affirmative electronic acceptance. Unattended, silent or automated installation alone does not constitute acceptance. A person accepting this Agreement on behalf of an organization represents that they have authority to bind that organization.

20. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to applicable mandatory law and the exceptions expressly set out below, the state and federal courts of competent jurisdiction located in Delaware shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

Nothing in this Section limits either party’s right to seek interim or injunctive relief in any court of competent jurisdiction where such relief is necessary to protect its rights.

Where Licensee acts in the course of its trade, business or profession, and to the extent permitted by applicable law, Licensor may also bring proceedings for unpaid fees, unauthorized use or distribution of the Software, or infringement of Licensor’s intellectual property rights before the courts having jurisdiction at Licensee’s registered office or principal place of business.

21. Assignment

Licensee may not assign or transfer this Agreement or any license without Licensor’s prior written consent. However, Licensee may transfer this Agreement and its licenses to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of the relevant business or assets, provided that the successor accepts this Agreement and assumes Licensee’s obligations under it and Licensee gives Licensor written notice of the transfer. Following a permitted transfer of an Enterprise Package, the licensed group automatically includes the successor, its ultimate parent company, if any, and all entities directly or indirectly controlled by that ultimate parent company (or by the successor if it has no parent company), worldwide. This includes entities already within that group at the time of transfer and entities subsequently acquired or established, for as long as they remain within that group. The transferred Enterprise Package permits unlimited computers and users throughout that group. Following such transfer, the transferring Licensee may no longer use the transferred licenses, except to the extent that it remains covered by the transferred Enterprise Package as a member of the licensed group described above.

Licensor may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale or transfer of the Software or the relevant business.

22. Severability and Waiver

If any provision of this Agreement is invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in effect.

A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. Any waiver must be in writing and authorized by the party granting it.

23. Feedback

Licensee may provide suggestions, feature requests, error reports or other feedback regarding the Software. Licensor may use and incorporate such feedback without restriction or compensation.

This does not grant Licensor any rights in Licensee’s Confidential Information, documents or data, or permit Licensor to identify Licensee publicly without its consent.

24. Language

This Agreement is written in English. Any translation is provided for convenience only, and the English version will govern in the event of any conflict, except where mandatory law requires otherwise.

25. Notices

Formal notices under this Agreement must be in writing. Notices to Licensor must be sent by email to legal@replacemagic.com. Notices to Licensee may be sent to the email address or other contact information associated with the applicable order or license.

Routine support correspondence does not constitute a formal notice unless it clearly states that it is intended as such.

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