Clause 1. Definitions

In this Agreement, the following terms are defined as stated below:
a. Software: the computer software, in machine-readable format (object code), described in Annex 1. In terms of the scope of and restrictions to the right of use and the Provider’s obligations to indemnify the User, the term “Software” also includes the Documentation;
b. Documentation: the description of the functionality and possibilities for use of the Software that the Provider provides to the User;
c. Agreement: this license agreement for the Software together with the related annexes that form an integral part of it.

Clause 2. Right of use

The Provider hereby grants the User a non-exclusive and non-transferable right to use the Software with due observance of the conditions and restrictions set out in this Agreement. The non- transferability has effect under property law, so that acts of transfer will have no legal effect.

Clause 3. Scope of the right of use

1. The right of use applies only to use by no more than the number of individual users and only on the computer system with the CPU with the serial number and/or the number of cores specified in Annex 2. In the absence of such specification, the right of use applies only to the computer system on which the Software is originally installed. Use by a larger number of individual users and/or on any other system or on a system with bigger processing capacity is not permitted, unless the Provider has given its prior written consent.
2. The User may only use the Software for data processing purposes within its own company and within the companies of its subsidiaries within the meaning of Article 2:24a of the Dutch Civil Code (Burgerlijk Wetboek). The User must in no event use the Software in a manner that results or may result in any form of exploitation – commercial or otherwise – of the Software or any part of the Software by the User or by third parties.

Clause 4. Copying and modifying

1. The User may not bring the Software into the public domain and may not copy or otherwise reproduce or modify the Software except to the extent that doing so is necessary for the use explicitly permitted in this Agreement or to solve errors in the Software.
2. The User is authorized to make one back-up copy of the Software for security purposes if doing so is necessary for the permitted use.
3. When copying or otherwise reproducing the Software, the User may not modify or remove references to the maker, notices about confidentiality of the Software or any other reference to the Provider contained in the Software.
4. When copying or otherwise reproducing the Software, the User may not remove or evade the technical measures the Provider has incorporated in the Software. If security measures prevent the User from making a back-up copy of the Software, the Provider will make a back-up copy available to the User at no additional cost.

Clause 5. Reverse engineering

1. The User may not decompile the Software and must not reproduce, translate or otherwise reverse-engineer the code, except to the extent that this is done in accordance with statutory rules governing the realisation of interoperability of the Software with other software.
2. In the latter case, the User undertakes to first contact the Provider in writing with a detailed request for the provision of the data that the User seeks to obtain by means of the actions referred to above. In the request, the User must specify which functionality the software to be developed will include and for which parts of the Software it wishes to have access to the source code, to enable the Provider to assess whether and on what conditions it will make the requested data available to the User. The Provider must respond to the User’s request in writing within a reasonable time frame.

Clause 6. Non-disclosure and transfer

1. The User shall not disclose the Software or make the Software available to third parties for inspection or for any other purpose; third parties include its own employees who do not necessarily need to work with the Software.
2. The User shall not transfer or submit the Software or any data carrier on which the Software is stored (whether or not as a hardware component) to third parties and shall not grant limited or other rights to the Software.
3. If the User nonetheless wishes to transfer the Software to a third party, it must obtain the Provider’s prior written consent and submit all data the Provider requests in that context. The Provider will subsequently assess whether the Software may be transferred to the third party concerned and whether a new right of use may be granted to that third party.

Clause 7. Intellectual property rights

1. The copyright and all other possible intellectual property rights and similar rights for the protection of information relating to the Software and the Documentation are vested exclusively in the Provider. None of the provisions of this Agreement qualifies as a full or partial assignment of such rights.
2. The Provider warrants to the User that the Software and the User’s permitted use of it do not infringe the intellectual property rights or similar rights of third parties and that it has full authority to grant the rights referred to in this Agreement. The Provider indemnifies the User against the consequences of alleged infringements of such third-party rights in the manner set out in this
Clause 7, on condition that the User notifies the Provider of an alleged infringement without delay and, should the Provider so choose, leaves the defense against the allegation entirely to the Provider and gives the Provider every assistance and information the latter requests.
3. In the event of an infringement or alleged infringement within the meaning of Clause 7.2 or if, in the Provider’s opinion, there is a good chance that such infringement may be committed, the Provider will be authorized to replace or modify the Software in such a way that the infringement is discontinued with as little impact on the functional features of the Software as possible. If an infringement within the meaning of Clause 7.2 is established in a non-appealable final court decision that is enforceable in the User’s country of establishment, and it turns out to be impossible to replace or modify the Software without this having a material impact on the functional features or possibilities for use of the Software, the User will be authorized to terminate this Agreement. Except as provided for in this Clause 7, the Provider is not obliged to pay any compensation or provide any other performance to the User in the event of an infringement of third-party intellectual property rights.
4. This obligation to indemnify will lapse if the infringement alleged to have been committed relates to (i) materials that the User provided to the Provider to be used, modified, processed or incorporated, or (ii) modifications that the User made or instructed third parties to make in the Software or other materials.

Clause 8. Term and termination

1. This Agreement takes effect on the date the software has been installed.
2. This Agreement is entered into for an unspecified period of time. It may only be terminated in the situations set out in this Clause 8.
3. The Provider is authorized to terminate this Agreement with immediate effect by giving notice in writing:

• if the User breaches any of its obligations under Clauses 3 to 6 of this Agreement or if it infringes any of the rights referred to in Clause 7.1;
• if the User’s business is discontinued as a result of insolvency, liquidation or otherwise;
• if the User effectively stops using the Software.

If the Agreement is terminated on any of these grounds, the Provider will not be obliged to make any payment or pay any compensation, without prejudice to its right to claim full compensation on the grounds of the User’s breach of its obligations or infringement of rights as referred to above.
4. The User is authorized to terminate this Agreement:

• in the situation referred to in Clause 8.3 (termination);
• if the User lawfully terminates one or more other agreements between the parties on the
  grounds of an attributable breach by the Provider and the User demonstrates that this termination has rendered the Software useless to it.

5. In all cases in which this Agreement is terminated, on whatever grounds, the User must return all copies and reproductions of the Software and of the Documentation that it has in its possession within five (5) business days of the date of termination to the Provider at the latter’s address. If returning these items is effectively impossible, the User must destroy the Software without delay on termination of the Agreement and submit proper proof of that destruction. On termination of the Agreement, the User must also remove the Software from all its hardware and that of its affiliates without delay.

Clause 9. Entire agreement

1. This Agreement constitutes the entire agreement between the parties and sets out their rights and obligations relating to the use of the Software; no previous agreement or statement by either party in that regard has binding force.
2. This Agreement is subject to the Provider’s General Terms and Conditions, a copy of which is attached as Annex 4. In the event of a conflict between the provisions of this Agreement and the contents of the Annexes, the former will prevail.
3. This Agreement may only be amended in writing by means of a document signed by both parties.

Clause 10. Applicable law and disputes

1. This Agreement is governed by Dutch law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention).
2. All disputes between the parties arising from or relating to this Agreement will be submitted to the District Court of the place where the Provider has its registered office.