EUROSTEP AB:S GENERAL SOFTWARE LICENCE CONDITIONS

1. DEFINITIONS
For the purpose of these General Software License Conditions the following words or expressions shall have the meaning set out against them:
"Agreement” means these conditions and any schedules, one or more Addenda, and other attachments referenced herein, together with any applicable reseller terms, as may be amended from time to time.
"Conditions" means these conditions.
"Licensed Program'' means the Software, including the SDK, described in the attached Addenda, and/or any part thereof, as may be amended from time to time. The Licensed Program will be provided to Customer in object code format only. Customer will not obtain access to or use any of the Licensed Programs source code.
"Designated System'' means the computer hardware and operating system designated on the relevant order form for use with the Licensed Program. The Designated Systems are listed in the relevant Addendum.
"Collection'' means the logical software platform used to host the Licensed Program. A collection can host multiple Licensed Programs. The Collection is identified in the relevant Addendum.
"Designated Location'' means the location(s) of the Designated System set out in the relevant Addendum.
"License Fee'' means the fee(s) payable by the Customer to Reseller for use of the Licensed Program and Documentation set out in the relevant Addendum.
"Documentation'' means the relevant manuals for the Licensed Program.
“Licensed Material” means collectively the Licensed Program and the Documentation.
“SDK” means software development kit - the application programming interfaces in the form of software libraries provided in object code which allow access to functionality and data transfer with any Licensed Programs.
“Software” means the software application, including any additionally licensed components, described in the Addenda.
“Reseller” means the Licensor or any seller appointed by the Licensor to offer the Licensor’s software on behalf of the Licensor.

2. LICENCE GRANT
Licensor grants to Customer a non-exclusive, non-transferable, non-distributable license, to use the Licensed Material solely for Customer's own use in the Designated Location, on the Designated System on the terms and conditions of this Agreement, such license coming into force only if payment of the relevant License Fee is made to Reseller in accordance with this Agreement. THIS LICENCE ONLY ENTITLES THE CUSTOMER TO INSTALL THE LICENSED PROGRAM ON THE DESIGNATED SYSTEM. IT IS AN INFRINGEMENT OF COPYRIGHT TO USE OR COPY LICENSED PROGRAM AND DOCUMENTATION OTHERWISE THAN AS   EXPRESSLY PERMITTED IN THIS AGREEMENT. INFRINGEMENT OF COPYRIGHT CAN GIVE RISE TO CIVIL AND CRIMINAL PENALTIES.

3. USE
The Customer may use the Licensed Program only on the identified Collection, on the Designated System at the Designated Location as set out in the relevant Addendum. The use of the Licensed Program on different Collection, Designated System or Designated Location requires the prior written consent of Licensor, which consent shall not be unreasonably withheld. If any of the Designated System becomes inoperable then the license granted hereunder is deemed to apply to the temporary use of the Licensed Program on other compatible equipment at the Designated Location under Customer's control, without any additional payment to Reseller but at the Customer's risk and expense, until the Designated System becomes operable.
The Customer may use the Licensed Material only for its own use and, unless otherwise agreed between Licensor and the Customer, shall not use or attempt to use the Licensed Program or the Documentation:
i.	to provide a data processing service to any third party by way of trade or otherwise; and/or
ii.	for the purposes of recompilation, reverse engineering or similar; and/or
iii.	contrary to any other provisions of this Agreement.
The Customer may use the Licensed Program only on the Designated System's manufacturer's version of the operating system as recommended by Licensor. This operating system will be the most recent or the immediately preceding version supplied by the manufacturer or that recommended by Licensor. If the Customer is unable to comply with this provision Licensor may be unable to support the Customer.
For purposes of providing back-up the Customer may only make such back-up copies of the Licensed Program as are reasonably necessary for operational security. Such copies shall remain the property of Licensor and/or its licensors and shall be subject to the same conditions as the original. The Customer shall maintain a written record of each copy made of the Licensed Program and the Customer shall produce such record on request.
The Customer shall not make or permit others to make any copies of the Documentation without the prior written consent of Licensor.

4. DOCUMENTATION
Associated with the license of the Licensed Program, Licensor will provide Customer with a complete set of the relevant Documentation.
Documentation is updated from time to time along with Licensed Program updates under the Update and Support Service. 

5. DELIVERY AND RISK
Delivery of all Licensed Program shall be Ex. Work (Incoterms) from Licensor’s distribution centre. 
Risk in the media and any related Documentation shall pass to the Customer on delivery. If any part of the media or related Documentation shall thereafter be lost, destroyed or damaged Licensor shall, on request from the Customer, promptly replace it subject to the Customer paying the cost of such replacement and Licensor's reasonable costs associated therewith.

6. FEES AND CHARGES
The Customer shall pay the Licence Fee and the annual Update and Support Service Fee, as shown in the relevant Addendum, and any other charges due under this Agreement, including but not limited to delivery charges for Licensed Program. 

7. TAXES.
All amounts payable by Customer to Reseller under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Licensed Program, the execution or performance of this Agreement or otherwise. If Customer is required to withhold any tax on such payments, then the amount of the payment will be automatically increased to totally offset such tax, so that the amount actually remitted to Reseller, net of all taxes, equals the amount invoiced or otherwise due. Customer will promptly furnish Reseller with the official receipt of payment of these taxes to the appropriate taxing authority. Customer will pay all other taxes, levies or similar governmental charges or provide Reseller with a certificate of exemption acceptable to the taxing authority.

8. PROPRIETARY RIGHTS
The Licensed Program and all copies thereof and Documentation are the property of Licensor and/or its licensors and title thereto remains vested in Licensor and/or its licensors. All applicable rights, including, but not limited to, patents, copyrights, trademarks, and trade secrets, in the Licensed Program are, and will remain, vested in Licensor and/or its licensors, and Customer shall not sell, rent, lease, transfer, publish, disclose, display or otherwise make available the Licensed Program or copies thereof to any person other than its own employees, agents, or representatives.  Customer agrees to secure and protect each Licensed Program and all copies thereof in a manner consistent with the maintenance of Licensor's and its licensors' rights therein.
The Customer shall not acquire any title, copyright or other proprietary rights in the Licensed Program or the Documentation.
The Customer agrees not to remove or in any way modify any proprietary marking including, but not limited to, any trade mark or copyright notices on or in the Licensed Program or its carrier medium or on any Documentation. The Customer shall incorporate such proprietary markings in any derivative material, i.e. on Documentation, the sign-on screen, and the diskette or tape labels in accordance with Licensors policies in effect from time to time.
The Customer shall not make any modifications, additions or enhancements to the Licensed Program without Licensor's prior written consent, save that the Customer may use the SDK as an interface to develop additional functionality.
The Customer has no rights under this agreement to distribute or transfer the Licensed Material or any part thereof, to any other party.

9. CONFIDENTIALITY
The Customer hereby acknowledges that the Licensed Material contain confidential information of Licensor and/or its licensors. The Customer undertakes to keep confidential the Licensed Material and shall not divulge the same to any third parties without the prior written consent of Licensor.
Customer shall keep confidential the contents of this Agreement and all information designated as confidential and obtained under or in connection with the Conditions and shall not divulge the same to any third party without the prior written consent of Licensor.
Customer may divulge confidential information of the other party only to those employees, or sub-contractors bound under equivalent conditions of confidence who are directly involved in the use of the Licensed Material, and shall ensure that such persons are aware of and undertake to comply with these obligations of confidentiality.
The provisions of this Section shall not apply to any information which:
i.	is or becomes within the public domain other than by breach of this Section; and/or
ii.	is in the possession of the receiving party without restriction before the date of receipt from the disclosing party; and/or
iii.	is obtained from a third party free of restriction; and/or
iv.	any Customer development associated with use of  the SDK.
The obligations as to disclosure and confidentiality shall continue in force notwithstanding the termination of this Agreement for any reason whatsoever.
If the Licensed Program is shipped with a database the license Conditions in the relevant Addendum will apply.	

10. INSPECTION RIGHTS
Licensor may, subject to complying with the Customer's reasonable standard safety and security requirements, upon reasonable notice send a representative to the Designated Location to verify compliance with this Agreement.
11. UPDATE AND SUPPORT SERVICE
Any Update and Support Service will be agreed separately. 

12. WARRANTY OF PERFORMANCE
Licensor does not warrant that the functions contained in the Licensed Program will meet a Customer's requirements, that the operation of Licensed Program will be uninterrupted or error free, or that the Licensed Program will run properly on all hardware.
Customer acknowledges and agrees that the Licensed Material is licensed "AS IS" and Licensor’s sole and exclusive obligation hereunder to Customer will be limited to what is stated in this License Conditions.
THE ABOVE WARRANTIES AND REMEDY ARE EXCLUSIVE AND ARE GIVEN EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

13.  INFRINGEMENT INDEMNITY
Licensor hereby warrants that it is the authorized licensor of, and has the full power and authority to grant the license rights granted under this Agreement to the Customer. The license granted to the Customer to use, market, or distribute the Licensed Program will not in any way constitute an infringement or other violation of any E.U. or U.S copyright, trade secret, trademark, patent, invention, proprietary right or non-disclosure right of any third party.
Licensor agrees to indemnify Customer against and hold Customer harmless from any and all losses, damage or liability assessed against Customer or incurred by Customer arising out of or in connection with any claim that Licensed Program provided to Customer under this Agreement infringe a E.U. or U.S. patent, trademark or copyright, provided:
the Customer makes no statement prejudicial to Licensor and;
Customer notifies Licensor promptly and in writing that any such claim, action or suit is threatened or has been brought and;
such infringement is not caused by or contributed to by acts of the Customer other than the use of the Licensed Program in accordance with this Agreement and;
Licensor has the right to assume the defense of such claim, action or suit with counsel selected by Licensor and;
Licensor shall, unless otherwise agreed with the Customer, have sole control of the defense or settlement and;
Licensor receives Customer's full and complete co-operation in the defense of such claim, action or suit.
After notice from Licensor to Customer of election to assume such defense, Licensor will not be liable to Customer for any legal or other expenses subsequently incurred by Customer in connection with such defense, other than reasonable costs of investigation, unless incurred at the written request of Licensor, in which event such legal or other expenses shall be borne by Licensor.  Licensor shall have no liability for costs of settlements incurred without its consent.
In the event of any such claim, action or suit, Licensor shall have the right, at its option, to either:
procure for Customer the right to continue using of the Licensed Program,
modify the Licensed Program so that it is non-infringing, or
withdraw the Licensed Program.
In the event the Licensed Program is withdrawn, Customer agrees to co-operate with Licensor in the retrieval of such Licensed Program.  Licensor’s sole liability to Customer in such event shall be to refund all amounts paid by Customer to Licensor for such Licensed Program.
If at any time an allegation of infringement of copyright is made in respect of the Licensed Program, Licensor may at its own expense modify or replace the Licensed Program with a product of equivalent performance so as to avoid infringement.
Licensor shall have no liability for any claim of infringement based on:
modification of the Licensed Program which is not authorized by Licensor or use of a superseded or altered release of the Licensed Program if such infringement could have been avoided if such modification had not been made or by the use of a current, unaltered release, as applicable; and/or
use or combination of the Licensed Program supplied with programs, data or other materials not supplied by Licensor; and/or
any Customer development associated, connected with or as a result of use of the SDK; and/or
the Customer's refusal to use a modified or replaced Licensed Program supplied pursuant to paragraph 13.6 above.
Any modification of the Licensed Program or hardware provided by Licensor by any person other than Licensor will void Licensor duties and liabilities under the warranty and indemnity provisions of Section 12 and this Section 13. Neither is Licensor liable for any damages caused by, or for any infringement claim resulting in any way from, operating Licensed Program on other than Designated Systems or from the use of the Licensed Program with infringing software or data.
THIS SECTION 13 STATES THE ENTIRE LIABILITY OF LICENSOR FOR INFRINGEMENT OF COPYRIGHT, TRADE SECRET, TRADEMARK, PATENT, INVENTION OR OTHER PROPRIETARY RIGHT OR INFORMATION THIRD PARTY NON-DISCLOSURE RIGHT BY THE LICENSED MATERIAL.

14.  LIMITATIONS OF LIABILITY.
Except as otherwise set forth in Sections 13 above, Licensor shall not be liable to the Customer either in tort, contract, negligence or otherwise whatsoever for any loss, damage, injury or expense, howsoever arising, out of or in connection with the supply or use of the Licensed Material or the manner of Licensor’s performance under this Agreement.
IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH LICENSOR, ITS LICENSORS AND RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING HEREUNDER EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO LICENSOR BY CUSTOMER FOR THE SPECIFIC ITEM THAT DIRECTLY CAUSED THE DAMAGE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE  FOR ANY LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE OF HARDWARE, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CUSTOMER OR WHETHER IN ACTION FOR CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE.

15. FORCE MAJEURE
No delay, failure or default in performance of any obligation hereunder shall constitute a breach of this Agreement, to the extent that such failure to perform, delay or default arises out of cause beyond the control and without the negligence of the party otherwise chargeable with failure, delay or default, including without limitation: action or inaction of governmental, civil, or military authority; fire; strike, lockout, or other labour dispute; flood; war; riot; earthquake; natural disaster; breakdown of public or common carrier communications facilities; or computer malfunction; or act, negligence or default of the other party. This Section shall in no way limit the right of either party to this Agreement to make any claim against third parties for any damages suffered due to said causes.
This provision shall not apply to the payment of sums owed to Reseller hereunder and permitted temporary suspensions shall not exceed one hundred and eighty days (180) days.
Either party may terminate this Agreement upon written notice to the other party during such suspension after the 180th day thereof. On receipt of the termination notice from the Customer the terms and conditions of Section 16 will apply.

16. TERMINATION
Either party may terminate this Agreement by written notice to the other party if the other party is in breach of any obligation under this Agreement which breach is incapable of being remedied or which, being capable of being remedied, has not been remedied within fourteen (14) days of receipt of notice in writing specifying the nature of the breach (or such additional remedial period as the non-defaulting party may authorize); provided, however, that termination of the Update and Support Service for Licensed Program in one or more Addenda by either party, whether temporary or permanent, shall not be deemed a basis for termination of this Agreement, and provided further, that breach by Customer of any obligation pursuant to Section 8, shall give to Licensor the right to terminate this Agreement forthwith upon written notice to Customer. In addition the Customer may terminate this Agreement (and thus use of Licensed Program) at any time, but such shall not entitle the Customer to return of the whole or any part of either the License Fee or any Update and Support Service Fees nor shall it release Customer from any payment obligations to Reseller existing as at the time of such termination.
Either party may terminate this Agreement forthwith upon written notice to the other if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has liquidated, voluntarily or otherwise.
Within five (5) days following the date of termination of this Agreement Customer:
i.	shall return to Licensor the Licensed Program and Documentation in the form provided by Licensor and all copies thereof in whole or in part made by Customer; or
ii.	upon request by Licensor destroy the Licensed Program and Documentation and all copies thereof;
and in either case the Customer shall certify to Licensor in writing that it has fully complied with its obligations under Section 16.3 i. and ii. This sub-section shall survive termination of this Agreement.

17. GENERAL
This Agreement is the entire agreement between the parties with respect to its subject matter as of its date, and supersedes all prior Conditions, negotiations, representations and proposals, written or verbal. The terms and conditions contained herein shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Customer for the Licensed Program provided hereunder.
Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, whether express or implied, statutory or otherwise, is given or assumed by Licensor, including but not limited to as to the condition, quality, performance, merchantability or fitness for purpose of the Licensed Program and/or the manner of Licensor's performance under this Agreement, and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded.
This Agreement may only be amended in writing, referenced hereto and signed by the authorized representatives of both Licensor and Customer.
Customer may not assign, delegate, subcontract or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of Licensor. This Agreement shall inure to the benefit of Licensor, its successors, administrators, heirs, and assigns.
A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.
This Agreement, together with the Appendices, represents, constitutes and expresses the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous or simultaneous oral or written communications, representations, under-standings or agreements with respect thereto.

18. DISPUTES
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Sweden.
Any dispute regarding the interpretation or application of this Agreement shall be ultimately settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules. Both parties submit to the exclusive jurisdiction of the arbitrage tribunal subject to the said Act.
The language of the arbitration proceedings and all related documentation and correspondence shall be English and the place of arbitration shall be Stockholm, Sweden.
If, in the case of arbitration, the value of the sum claimed obviously does not exceed SEK 100.000, then the dispute shall be resolved by one arbitrator appointed by the Chamber of Commerce in Stockholm, Sweden.
