General terms of the license agreement

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Table of contents

1. Content of this Agreement
2. Right of use
3. Intellectual property rights etc.
4. CEDOC commitments
5. LICENSEE commitment
6. Warranty limitation of liability
7. Inspection
8. Program updates
9. Copies
10. Prices and Terms of payment
11. Force Majeure
12. Contractual penalty
13. Termination and shutdowng
14. Insurance etc.
15. Student license
16. General provisions

1. Content of this Agreement

1.1. CEDOC and the Licensee (each a “Party” and collectively the “Parties”) agree to enter into this Agreement in accordance with these General Conditions (the “General Conditions”).

1.2. The License Agreement includes the application CEDOC (the “Application”), licensed by CEDOC, with its accompanying documentation and software locks or dongles (collectively the “Program”). The License Agreement further includes multi-user license where the Program is distributed through the Licensee’s server.

1.3. The Application is provided on a data storage device for installation or by digital downloading. A Software lock or a dongle is provided for full access to the Application.

2. Right of use

2.1. The Licensee will receive by way of this License Agreement a non-transferable and non-exclusive right to use of the Program in accordance with these General Conditions (the ”License”).

2.2. For student license, see Clause 15 below.

3. Intellectual property rights etc.

3.1. CEDOC owns the trade mark CEDOC®, the Program and all rights protecting it, including but not exclusively know-how, copyright, distinctive trademark and registered design. No provision of the License Agreement or these General Conditions will now or in the future give the Licensee any right to acquire or assign any rights to the Program, the License or copies of the Program (see Clause 9 below).

3.2. Unauthorized use or copy of the Program constitutes unlawful infringement of intellectual property rights and may lead to liability for damages or other remedies in accordance with the legislation in force and/or these General Conditions. Any use of the Program requires permission from CEDOC.

3.3. The Licensee has no right to remove or in any other way damage the trade mark or copyright sign of the Program or undertake any changes in any of the Program’s rights.

3.4. The Licensee commits not to, without prior instruction or approval from CEDOC, in any way manipulate or damage the Program including the Application’s internal files or dongle.

4. CEDOC commitments

4.1. CEDOC provides support according to the following:

• at each occasion provide the latest version of the delivered Application.
• during CEDOC’s office hours provide telephone support for operating problems, if a suitable technician is available.

4.2. CEDOC will continuously provide updates, and improve and remedy possible errors in accordance with 2 in the delivered Application. Within the scope of the current License, the Licensee will receive any news and updates of the Application with the user’s manual attributable to standard deliveries (the original delivery) or the version received by the Licensee.

4.3. The telephone support will offer the Licensee brief guidance by telephone in the case of urgent technical problems. The support assumes that the Licensee has participated in CEDOC’s training for the current function. The telephone support must not replace the training.

4.4. CEDOC commits only to give support on the latest available version of the Program.

4.5. CEDOC commits only to exchange parts and give support for errors encountered in normal usage. Should the Application or the dongle be damaged, CEDOC will provide the Licensee with a new copy in exchange for the damaged data storage device or the damaged dongle.

4.6. The License Agreement will not include:

1. a) support of the Application if used in contradiction with the manual and CEDOC’s instructions, e.g. remedying disruptions caused by incorrect handling;
   b) support of the Application if the Licensee has changed this through reprogramming;
   c) support of software parts not belonging to the original version of the Application;
   d) support of software parts with functions dependent on other software;
   e) support necessary due to the Licensee not having followed the instructions of the user manual of the Application;
   f) other remedies due to intentional damage or change of the Application or parts of the Application;
   g) exchange of the dongle if caused by destruction or loss of the dongle; or
   h) for license type PC software (PCSW), license transfer to other computers on a daily basis.

The support stated above will be charged with respect to cost for material and time spent as per CEDOC’s current price list.

4.7. Support commitment for the Program presupposes that support will occur at CEDOC. Support given at the Licensee’s place of business as well as travelling expenses will be charged according to CEDOC’s current price list.

5. LICENSEE commitment

When using the Application the Licensee must follow the user manual and any instructions which have been submitted by CEDOC or published at CEDOC’s webpage. Support actions which result from the Licensee not having followed the given instructions are not included in CEDOC’s commitment but will be charged separately. Correspondingly the Licensee will be charged if, upon notification of error, the Program is not marred by any shortcomings.

6. Warranty limitation of liability

6.1. CEDOC ensures that the Application includes the functions described in the manual. Slight deviations from the description, which in no material respect will affect the functioning of the Application, may occur. CEDOC’s warranty policy includes only the rectification of any defects in material respect affecting the functioning of the Application described in the manual.

6.2. CEDOC undertakes to, free of charge, remedy or circumvent such original errors in the Application covered by CEDOC’s warranty described in Clause 1 above that have occurred within six months from the date the License Agreement came into force.

6.3. The warranty requires that the failure can be recreated by the Licensee and that notice is given to CEDOC in writing as soon as the error occurs.

6.4. A prerequisite for the Licensee to enforce the guarantee is that the Licensee follows the instructions for the Application. The Licensee is also obliged to, to a reasonable extent, assist CEDOC in remedying the errors.

6.5. CEDOC will not be held responsible for errors caused by operator’s mistakes or errors caused by the Licensee’s computer system. When remedying defects caused by the Licensee, CEDOC will have the right to charge the Licensee for such remedies according to CEDOC’s current price list.

6.6. CEDOC’s obligation to remedy errors within the scope of the warranty, only applies to the latest available version of the Application.

6.7. In accordance with these provisions of warranty, CEDOC’s responsibility for errors is completely regulated. CEDOC will in no way be held responsible for damage which directly or indirectly may affect the Licensee or third party due to the use of the Application. CEDOC’s liability for compensation will always be, irrespectively of cause, limited to an amount corresponding to one License fee. This does not apply if CEDOC has acted with intent or gross negligence.

7. Inspection

7.1. CEDOC has the right to, during regular working hours, on actual visits or electronically, inspect the Application at the Licensee´s premises at a time which is suitable for CEDOC. In case of physical visits, CEDOC must inform the Licensee about the inspection at least 24 hours in advance.

7.2. Should CEDOC at inspection find that the Licensee does not fulfil its obligations according to the General Conditions, the Licensee must, within reasonable time, remedy the defects. If the Licensee fails to do so within the time limit, CEDOC has the right to cancel the License Agreement and take other legal measures and claim penalty in accordance with Clause 12

8. Program updates

8.1. CEDOC must inform the Licensee of any changes and improvements in the Application which may affect the usage. The Licensee is entitled to new software releases and related documentation, in accordance with CEDOC’s current price list.

8.2. These General Conditions will also apply for new versions of the Application.

9. Copies

9.1. The Licensee has no right to copy the Program or parts of it, neither for its own use or for use of others. If the Licensee wishes to obtain copies of the Program, these can be purchased from CEDOC in accordance with CEDOC’s current price list.

9.2. The Licensee must, however, be entitled to make such copies and changes that it has right to do according to Swedish Copyright Act 26g §.

10. Prices and Terms of payment

10.1. The price for the License is evident from the License Agreement and is valid one year at a time. CEDOC reserves the right to change the prices from year to year.

10.2. Licensing shall be paid each calendar year in advance against invoice (30 days net). If the License Agreement is signed during the current calendar year, the fee will be calculated proportionally for the remaining part of the current calendar year.

10.3. In case of late payment, penalty interest is paid according to the Interest Act. In addition CEDOC has the right to compensation in accordance with the Debt Recovery Act.

10.4. Should the Licensee sign a License agreement for additional copies of the Program, these General Conditions will also apply for this additional software.

10.5. With regard to termination rights for major fee increases, see Clause 4.

11. Force Majeure

CEDOC must not be held liable for damages or failure to comply with obligations, should the damage be caused or the compliance prevented by events outside CEDOC’s control and which CEDOC has not been able to remedy, such as fire, war, mobilization, foreign exchange restrictions, sabotage, shortage of transportation means, general shortage of goods, incorrect documentation from authorities, interpretations by authorities and institutions and the faults or delay regarding deliveries from sub-suppliers as a result of the circumstances referred to in this clause.

12. Contractual penalty

12.1. Should the Licensee violate any of its obligations according to these General Conditions, he must for each breach of contract pay a penalty to CEDOC amounting to the equivalent of the License fee (see clause 1). However, for delay in payment, Clause 10.3 applies.

12.2. If CEDOC can prove that the damage exceeds the contractual penalty amount, the Licensee must compensate for the whole damage. Payment for penalty and possible damages must not affect CEDOC’s right to other claims in view of the violation.

13. Termination and shutdown

13.1. The License Agreement is effective from the date of signing and until further notice. The License Agreement may be terminated by each Party three months prior to the end of each calendar year. The termination shall be in writing.

13.2. CEDOC has the right to, without the Licensee being entitled to claim damages or impose other demands on CEDOC, with immediate effect terminate the License Agreement and shut down the Program if any of the following circumstances occur:

• The Licensee disposes of the Program, including the dongle, in breach of the General Conditions or commits any other considerable breach of the Licensee’s obligations under the General Conditions.
• The Licensee is declared bankrupt.

13.3. Should CEDOC not fulfill its obligations according to the General Conditions or should CEDOC due to negligence not remedy the defects claimed by the Licensee, the Licensee has the right to terminate the License Agreement with immediate effect.

13.4. The Licensee is further entitled to terminate the License Agreement with immediate effect if the annual fee is increased by more than ten percent at one single time. If the Licensee has not used such right of termination within four weeks’ after receipt of notice of the price increase, he has forfeited his right of termination under this Clause. The notified price increase will then be applicable from the date it was implemented by CEDOC.

13.5. Upon termination of the License Agreement, the Licensee must immediately return any dongles linked to the License Agreement back to

13.6. On termination of the License Agreement, CEDOC is not obliged to refund any paid License fee.

13.7. The Program can be shut down remotely by CEDOC in case of a breach of the General Conditions. If the Licensee considers that the shutdown is incorrect, the Licensee shall inform CEDOC. CEDOC is not responsible for such shutdown, but shall immediately ensure that the Program works again.

14. Insurance etc.

The Licensee must, on its own responsibility and at its own expense, take out insurance should the Program be destroyed or lost. These situations are not covered by CEDOC’s liability for support and warranty according to Clauses 4 and 6.

15. Student license

In case of student license the Licensee has the right to sublicense to third parties that are students at the Licensee’s university or school (the “Sub Licensee”). The Licensee shall remain fully responsible for the Sub Licensee and shall ensure that the Sub Licensee is notified of and complies with the “GENERAL CONDITIONS FOR LICENSE AGREEMENT”, as applicable. The Licensee shall on request provide CEDOC with an updated list of all Sub Licensees.

16. General provisions

16.1. Any dispute arising out of this License must be settled by the District Court of Göteborg as the court of the first instance.

16.2. The License Agreement and these General Conditions must be governed by and construed in accordance with Swedish law.

16.3. If any provision of the License Agreement or these General Conditions is held to be invalid or unenforceable by any competent court, authority or arbitral tribunal, the remainder of that provision and all other provisions will remain valid and enforceable to the fullest extent permitted by applicable law, and the Parties shall negotiate any necessary changes to this Agreement to maintain the spirit of this Agreement and the framework, structure and operation of the transactions contemplated by this Agreement.

16.4. Changes or additions to the License Agreement or these General Conditions, including to this clause 4, must be in writing and duly signed by both Parties.