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5. Licence Agreement

ASD:Suite^© for rapid software design and defect-Free code 

ASD:SUITE LICENCE AGREEMENT

The use, including installation, of this software is governed by the following terms of use, unless there is a valid written licence agreement in place, in which case the valid written license agreement governs your use of the software.

• Unless you are installing the software with a full licence under a valid written licence agreement, you may only use the software for a trial period of thirty (30) days only.
• The ASD:Suite trial edition is provided for a period of thirty (30) days for non-commercial use only. This means that software built using the trial version may only be used for evaluation purposes. Inclusion or use of software built using the trial edition in a commercial product is expressly forbidden. All ASD models and generated code (IP) created using the trial edition is owned by Verum. 
• Please note that installation of this software will be considered as use of the software. Illegal use may subject you to criminal prosecution and a claim for damages.
• Please note that your use of the software may be monitored for administrative purposes as per the licence agreement. By installing the software you agree such monitoring may take place.
• By installing the software, you accept these terms of use. If you do not accept them, do not use the software.
• Should you contest the applicability or validity of any of these the terms you may not use the software.

Summary of terms of use

1.1.   The Licencee shall have no right to grant sub-licences under this agreement, and hereby undertakes not to do so.

1.2.   A licence to use the Products made available to Licencee in a hosted environment, means such licence is provided on an ASP basis only and does not entitle Licencee to a copy of the object code of such products.

1.3.   The Licencee undertakes, during the term of this agreement, not itself to exploit the Licenced Products other than for the development, verifying or generation of software for its own internal use and not for or on behalf of third parties or parties under its Control.

1.4.   Licencee shall not: modify, adapt, translate, decompile, disassemble or reverse engineer the Licenced Product or Products or any part thereof in any form whatsoever, or otherwise attempt to derive source code or create derivative works there from, and shall not authorise or allow any third party to do any of the above; license, sell, offer or expose for sale, lease, loan, transfer, rent, charge, or otherwise encumber, give away or otherwise disseminate the Licenced Products, in whole or in part; integrate the Licenced Products into products or computer software programs or embedded systems of third parties; or exceed the number of licences granted hereunder by creating more than the number of installations, or users of the Licenced Products licenced.

1.5.   This installation is licensed to a single, registered user. The registered user acknowledges and agrees to the terms and conditions of this licence agreement.

1.6.   By entering into this licence agreement, Licencee acknowledges the right of Verum to include in the Products safeguards against abuse of licence granted hereunder and administrative (tracking) tools and the right of Verum to activate (either manually or automatically) such safeguard to the extent abuse (including continued use on expiration or termination of the licence) is suspected.

1.7.   To the extent applicable, Licencee will be responsible for connection with and all data communications to the Verum Hosting environment. Licencee shall keep all information with respect to access to the Verum hosting environment strictly confidential. Unauthorised access and transactions shall be the sole responsibility and risk of Licencee.

1.8.   With respect to Evaluation Licences Licencee will provide Verum with all information processed through and/or generated by the Licenced Product, subject to the confidentiality obligations set out in the licence agreement, for the purpose of evaluating the Licensed Product and for statistical and / or scientific research.

1.9.   Verum’s products and services are licensed to Customer, not sold. Verum and/or its licensors own(s) or licenses all intellectual property rights in the ASD:Suite computer software.
           1.   Licencee shall have no right to use or to allow others to use the Intellectual Property or any part of it. It shall not seek to register any Intellectual Property for itself or on behalf of Verum without Verum 's express consent;
           2.   Licencee shall not use any trademarks, trade names or branding which resemble Verum's trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
           3.   Licencee shall not remove, alter or otherwise tamper with any trade marks, trade names, logos, numbers or other means of identification on the Products or the packaging therefore which come into Licensee's possession, custody or control, and shall not place any trade mark or trade name of its own on the Products or any packaging or other materials used in connection therewith.

1.10.   Licencee shall notify Verum of:
           1.   any actual, threatened or suspected infringement of any Intellectual Property of which Licencee becomes aware; and
           2.   any claim by any third party of which it becomes aware that the Licenced Products infringes any rights of any other person.
           3.   In the event of a claim that the ASD:Suite infringes upon rights of third parties, Verum may replace or modify the ASD:Suite or obtain a licence to ensure the continued use of the ASD:Suite, or if these solutions are not available or feasible on commercial reasonable terms, terminate this Agreement without incurring any liability with respect to such termination.
           4.   Despite the provisions of this the licence agreement, Verum has no obligation with respect to any claim of infringement that is based upon or arises out of: (i) any modification to the Licenced Product if the modification was not made by Verum; or (ii) the use or combination of the Licenced Product with any hardware, software, products, data or other materials not specified or provided by Verum; or (iii) use of Licenced Product in violation of this Agreement.

1.11.   In addition to the foregoing Licencee shall, at the request and reasonable expense of Verum take all such steps during the term of this agreement as the Verum may reasonably require to assist Verum in maintaining the Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.

1.12.   The Licenced Products are provided as is and Verum does not make any warranties or representations with respect to its intended use. Verum shall not be liable towards Licencee, customers of Licencee or any third party, for any damage, costs or losses as a result of use of the Products, including any indirect or consequential loss other than to the extent exclusion of liability is in violation of applicable law in which case the liability of Licencee will be limited to the consideration paid by Licensee to Verum.

1.13.   Notwithstanding the foregoing, Licencee shall, immediately it becomes aware of a matter which may result in a claim (whether against Licencee or only against Verum):
          1.   give notice to Verum of the details of the matter;
          2.   afford access to Verum and permit copies to be taken of any materials, records or documents as Verum may require to take action in accordance with these terms;
          3.   allow Verum, at its request, the exclusive conduct of any proceedings and take whatever action as Verum shall direct to defend or resist the matter, including the use of professional advisers nominated by Verum; and
          4.   not admit liability or settle the matter without the prior written consent of the Verum.

1.14.   Licencee agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not use (other than strictly for the purposes of this agreement) and shall not, without the prior written consent of Verum, disclose to any third party any Confidential Information, unless the information:
           1.   was public knowledge or already known to Licencee at the time of disclosure; or
           2.   subsequently becomes public knowledge other than by breach of this agreement; or
           3.   subsequently comes lawfully into the possession of the Licencee from a third party.

1.15.   To the extent necessary to implement the provisions of this agreement (but not further or otherwise), Licencee may disclose the Confidential Information to any customers or prospective customers, to any relevant governmental or other authority or regulatory body, and (where Licencee is a body corporate) to any member of the same group of companies, and to any employees of Licencee, sub Licencees or agents appointed hereunder, provided that before any such disclosure Licencee shall make those persons aware of its obligations of confidentiality under this agreement and shall  obtain a binding undertaking as to confidentiality from all such persons.

1.16.   All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by Licencee from Verum shall be returned promptly to Verum on termination of this agreement, and no copies shall be kept.

1.17.   The obligations of each party under this agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, machinery, network or the world wide web, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this agreement.

1.18.   In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension to the other party as soon as reasonably possible, stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than six months, either party may terminate this agreement by giving the other party 30 days' notice.

1.19.    Without prejudice to any other provisions in this Agreement, Verum shall have the right to terminate this Agreement for the future, at its own discretion, in whole or in part, with immediate effect and without any notice of default being required and without incurring any liabilities whatsoever.

1.20.   On termination of this agreement for any reason Licencee shall cease to use the Products, remove all Products from its operational and non-operational computer systems, destroy all back-up copies and at its own expense within 15 days return to Verum all property of Verum then in the possession of Licensee, or otherwise dispose of the same as Verum may instruct.

1.21.   If Licencee does not have a full licence, Licencee may only use the software on a trial basis. The rights to use the trial version of the software are limited to a trial period of thirty (30) days. Licencee has the option to convert the trial rights to subscription rights. Conversion options will be presented to Licencee during or after expiration of the trial period. After the expiration of any trial period without conversion, the trial software will stop working running and the software will not be available for further use.

1.22.   On expiration of the trial period without conversion as described in 1.21 Licencee shall cease to use the Products, remove all Products from its operational and non-operational computer systems, destroy all back-up copies and at its own expense within 15 days return to Verum all property of Verum then in the possession of Licencee, or otherwise dispose of the same as Verum may instruct.

1.23.   Verum shall have the right to verify compliance with the foregoing by instructing a third party to enter the premises of Licencee and Licencee hereby irrevocably agrees and certifies that it will allow unrestricted access and cooperate in full with such third party for the reasonable purposes as set out herein.

1.24.   This agreement shall be governed by and construed in accordance with Dutch law and each party hereby irrevocably submits to the jurisdiction of the Dutch Courts.