Software license agreement

Article 1. Software license
1.1	Subject to Licensees full and unconditional compliance with its obligations under the Agreement, Licensor hereby grants Licensee during the Term a non-exclusive, non-sublicenseable license to install, copy and use the Licensed Software and any Updates for private, non-commerical, usage only. 
This license does not include any right to any source code of the Licensed Software. Except and to the extent allowed by mandatory law, Licensee shall not reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Licensed Software.
1.2	This license does not include the right to make available the Licensee Product, by sale or other distribution of copies of the Licensee Product, by distribution of products containing the Licensee Product or by providing access to the Licensee Product by means of an Internet service. 
1.3	No license is granted, explicitly or implicitly (by estoppel or any other legal doctrine) than as explicitly stated in this article. Any unlicensed copying, modification or distribution of the Licensed Software by Licensee immediately terminates the Agreement and thereby all rights granted to Licensee thereunder.
1.4	Licensor retains all right, title and interest regarding the Licensed Software. 
Article 2. Support
2.1	Licensee is solely responsible for installing, configuring and otherwise using the Licensed Software and any Updates. Licensor is not under any obligation to provide any form of support.
2.2	If Licensee discovers any discrepancies between the actual performance of the Licensed Software and the reasonably expected performance (Defect), Licensee shall promptly report such Defect to Licensor. Licensor shall provide support concerning the Defect within a reasonable amount of time, but cannot make any guarantees that the Defect can be repaired or circumvented.
2.3	In case of a reported Defect Licensee undertakes to do everything in its power that is reasonably necessary for Licensor to reproduce, isolate and correct the Defect, inducing the provision of all relevant data and information reasonably requested by Licensor for the support.
Article 3. Updates
3.1	From time to time and at its sole discretion, Licensor may make available bug fixes, improvements, enhancements, extensions, additions or other modifications of the Licensed Software (Updates) to Licensee.  Licensor is under no obligation to prepare or make available any Updates.
3.2	The terms and conditions of this Agreement apply to any Updates, except as indicated otherwise when a particular Update is made available. 
3.3	In case Licensee refuses to install a particular Update, Licensor is under no obligation to offer support or warranties regarding any Defects that are addressed in such refused Updates.
Article 4. Warranties
4.1	Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. 
4.2	Licensor warrants that the Licensed Software does not include any viruses, Trojan horses, logic bombs or other malicious code.
4.3	THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. EXCEPTING THE WARRANTY EXPRESSLY ACKNOWLEDGED HEREUNDER AND TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR HEREBY DISCLAIMS AND LICENSEE HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
Article 5. Limitation of liability
5.1	Licensor shall be liable to Licensee only for direct damages arising out of its intentional misconduct towards Licensee or materially negligent performance of any of its obligations under the agreement.
5.2	Licensor shall not be liable for any consequential, special, punitive and/or incidental damages, including loss of profits or fines imposed by regulatory bodies, arising out of or in connection with the agreement, even if advised of the possibility of such damages, except with respect to damages incurred as a result of the gross negligence or willful misconduct of Licensor.
5.3	Licensee shall release, defend, indemnify and hold harmless Licensor from and against any claims, damages and liability arising from its use of the Licensed Software or any Updates.
5.4	Neither party will be bound to comply with any obligation if the party is prevented from doing so through force majeure, and no liability for any damages shall exist in such an event. Force majeure will be deemed to include among other things, communications or power failure, riot, insurrection, labor disputes, accident, action of government, restrictions on import and/or export or any inability to perform which is caused by the partys suppliers.
Article 6. Term of the Agreement
6.1	The Agreement shall enter into force on the Effective Date and remain in force until terminated in accordance with the provisions below (the Term).
6.2	Licensee may terminate the Agreement at any time by providing written notice of termination to Licensor. Furthermore, the Agreement terminates automatically when Licensee fails to pay the royalty fee within the stipulated term. 
6.3	In case a party blamefully fails to comply with the material obligations under the Agreement, the other party may terminate the Agreement at any time, but only after the party that failed to comply has not remedied the failure within a reasonable time period after having received a written notice of default that is adequate and as detailed as possible.
6.4	Either party may immediately terminate the Agreement by written notice to the other party, without the requirement for notice of default or intervention of the Court, in the event of the following:  
a) if the other party has been granted suspension of payments, whether provisionally or not; 
b) if a petition for bankruptcy has been filed with respect to the other party and the petition has not been revoked within seven days; 
c) if the other party files for bankruptcy itself; or 
d) if the other partys enterprise is dissolved or terminated, except for the Authorized Purpose of a merger with or absorption by another Licensee.
6.5	In case of termination of the Agreement, regardless of cause and regardless of who initiated the termination, Licensee shall delete or return to Licensor all copies of the Licensed Software, Updates and documentation in its possession as soon as is practicable.
6.6	Articles 5 and The following clauses shall survive the termination of this Agreement: articles 6 and 7.


Article 7. Assignment of agreement
7.1	The Agreement shall not be assigned or otherwise transferred by either party without the prior written consent of the other party, which shall not be unreasonably withheld. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
7.2	No consent of the other party however is necessary for an assignment or transfer of the Agreement to any affiliate of the transferring party or to any third party that succeeds to substantially all of the transferring partys business.
Article 8. Applicable law and disputes
8.1	This Agreement shall be governed by and construed in accordance with the laws of the Netherlands without consideration of its conflict of law provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly rejected.
8.2	Licensee hereby consents and submits to the jurisdiction and forum of the competent courts for the principal place of business of Licensor.
8.3	The parties agree that the English language is a proper and acceptable language for both and waive any rights they may have under any legal provision to request a translation of this Agreement into any other language.
Article 9. Miscellaneous terms
9.1	This Agreement constitutes the entire agreement between the parties and supersedes any and all previous representations, understandings, discussions, or agreements between Licensee and Licensor as to the subject matter hereof. This Agreement may only be modified by a written document executed by the parties. 
9.2	The parties enter into the Agreement as independent contractors. No employment relationship is created by the Agreement between Licensor and Licensee or any of their respective employees or agents. Neither party has the power to bind the other party or incur obligations on the other partys behalf without the other partys prior written consent.
9.3	In the event that any one or more of the provisions of this Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein. 
9.4	The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that partys right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
9.5	The section headings in this Agreement are for convenience only and shall not be used in construing or interpreting any of its terms.
