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1. Definitions

1.1. ”Order Form” shall mean the electronic form in which the Licensee shall state among other things the number of licences applied for.

1.2. ”Licence Agreement” shall mean this agreement regarding software licence, the Licensor’s Order Form, Product Specification, price list and terms of payment, and the appendices hereto.

1.3. ”Licence Object” shall mean the software specified in the Product Specification in machinereadable form and all related specifications, documentation and any additional materials. 

1.4. ”Licensor” shall mean the provider of the licence in accordance with this Licence Agreement and which is referred to in the Order Form.

1.5. ”Licensee” shall mean the legal person who by installation of the Licence Object and the payment of fees receives one or more licences in accordance
with this Licence Agreement and who is referred to in the Order Form.

1.6. “Product Specification” means the electronic documentation, accompanying the Licence Object, in which the Licence Objects content and functionality is described.

2. Licence grant

2.1. Subject to the Licensee paying the license fee in accordance with section 6 below, the Licensee is hereby granted a non-exclusive, non-transferable,
time limited license to use the Licence Object on the terms and conditions set forth in this Licence Agreement.

3. Scope of licence

3.1. The Licence Object is only intended for the Licensees internal use and may only be used (i) by one user per licence fee paid in accordance with section 6; (ii) in the user environment described in the Product Specification; and (iii) in accordance with the other terms and conditions in the Product
Specification and this Licence Agreement.

3.2. The Licensee may not itself use, copy or otherwise transfer the Licence Object, or parts thereof, unless explicitly permitted by the Licence Agreement or these General Conditions, nor may it permit a third party to do so. The Licensee may under no circumstances, by itself or by giving permission to
a third party, alter, develop or make additions to the Licence Object.

3.3. The Licensee may make a few copies of the Licence Object for disaster recovery or archival purposes only.

3.4. The Licensee may not decompile or reverse engineer the Licence Object or by any other means recreate the source code of the Licence Object other
than as explicitly permitted by mandatory law. 

3.5. Any proprietary rights notices on the Licence Object regarding patents, copyright, trade marks or other intellectual property rights may not be
altered or removed by the Licensee.

3.6. The Licensee may not sub-license, rent, lend or otherwise permit a third party to, directly or indirectly, with or without remuneration, dispose of
or otherwise use the Licence Object.

3.7. The Licensee may only assign the rights or obligations under this Licence Agreement to a third party with the prior written consent of the Licensor.

3.8. The Licensor may, but is not under obligation to provide updates or upgrades of the Licence Object unless otherwise established in the Licence Agreement. In the event that the Licensor has provided the Licensee with updates or upgrades of the Licence Object, the terms stated in sections 8.1 and
9.2 shall apply.

4. Ownership

4.1. Ownership to and all intellectual property rights in the Licence Object, including but not limited to patents, copyrights, design rights and trade marks,
shall be owned by and vested in the Licensor, or Licensor’s licensor, and nothing in this Licence Agreement shall be interpreted as a transfer of such rights from the Licensor to the Licensee. In accordance with the Licence Agreement, the Licensee is solely entitled to a limited license to the Licence Object as specifically granted under this Licence Agreement.

5. Delivery

5.1. The Licence Object is delivered by electronic transmission. Delivery by electronic transmission to the Licensee is deemed to occur when the Licence Object is made available for transmission to the Licensee by the Licensor. 

5.2. The Licensor is not responsible for installation of the Licence Object. In case the Licensor assists with the installation of the Licence Object, the Licensor is entitled to compensation in accordance with the Licensor’s current price list for such services at the time of the installation.

6. Price and payment

6.1. The Licensee shall pay the licence fee and other fees specified in the Licensor’s current price list for the Licence Object, for the rights provided under
this Licence Agreement. One licence fee shall be paid for each licence designated and ordered in accordance with the Order Form.

6.2. Unless otherwise stated in the Licensor’s price list, the licence fee and any other fees are stated excluding value added tax, taxes and other fees,
which are to be paid by the Licensee in addition to the licence fee and any other fees.

6.3. Unless otherwise stated in the Licence Agreement the licence fee and any other fees are due and payable by the Licence no later than thirty (30)
days from the date of invoice. If the Customer is in delay with payment of above mentioned fees the Supplier is entitled to interest on late payments in
accordance with the Swedish Interest Act.

6.4. If the Licensee is in delay for more than thirty (30) days after written reminder of payment from the Licensor, the Licensor is entitled to by written notice cancel the entire Licence Agreement and demand compensation for any damages the Licensee’s delay has caused the Licensor.

7. The Licensee’s duty of examination and right of cancellation

7.1. The Licensee is obliged to, upon delivery of the Licence Object, examine its functionality and quality.

7.2. If the Licensee finds that the Licence Object does not met the Product Specification, the Licensee is entitled to cancellation of the Licence Agreement
subject to written notice of cancellation of the Licence Agreement being given to the Licensor no later than thirty (30) days after the date of delivery.

7.3. The Licensor is to immediately repay any received licence fee and any other fees paid by the Licensor under the Licence Agreement, without interest.

8. Warranty

8.1. The Licensor warrants that the Licence Object, for a period of twelve (12) months after the date of delivery, is in accordance with the Product Specification, provided that: (i) the Licensee has used the Licence Object only in accordance with section 3 above; (ii) the Licensee has used the Licence Object in the prescribed user environment and in accordance with the Licensor’s instructions; (iii) the Licensee has not used the Licence Object in an incorrect or negligent manner; (iv) the deviation in the Licence Object is not caused by hardware, software, data, documentation or other equipment which has not been delivered by the Licensor; (v) the Licensee has used the latest, updated and upgraded version of the Licence Object provided by the Licensor, at its own discretion; (vi) the Licence Object has not been modified or used in a way deviating from its intended purpose; or (vii) the deviation in the Licence Object more than t insignificantly affects the Licensee’s use of the Licence Object.

8.2. The Licensor’s warranty under this section 8 only applies provided that the Licensee: (i) notifies the Licensor of the defect in the Licence Object in
writing within the warranty period according to Article 8.1 and within thirty (30) days from when the Licensee discovered or ought to have discovered the
defect, and (ii) at its own expense sends any necessary material to the Licensor, or to a third party appointed by the Licensor, so that the defect in the
Licence Object can be recreated and examined by the Licensor.

8.3. If the conditions set forth under sections 8.1-8.2 are fulfilled, the Licensor shall remedy the deviation in the Licence Object as soon is reasonably
required considering the nature of the deviation and any other circumstances at hand. The Licensor shall thereby, at its own discretion, rectify the deviations in the Licence Object or replace the Licensee’s copy of the Licence Object with a new copy. The same terms and conditions shall apply for the new copy of the Licence Object. 

8.4. Provided that the Licensor is under an obligation to remedy the deviation in accordance with section 8, the Licensor shall pay all expenses for the return of the Licence Object, but not for any installation.

8.5. If the deviation in the Licence Object has not been remedied by the Licensor within reasonable time, however no later than three (3) months from the
Licensee’s written notice, the Licensee is entitled to, no later than three (3) months after expiry of the warranty period, destroy the Licence Object and shall at the Licensor’s request provide the Licensor with a written certification that the Licensee no longer, neither directly nor indirectly, in whole or in part, in any form, holds or disposes of the Licence Object or any copy thereof. Subject to the existence of the above circumstances the Licensor undertakes to, with deduction for the reasonable benefit that the Licence Object has provided for the Licensee, repay the licence fee and any other fees paid under the Licence Agreement, without interest.

8.6. The warranty in section 8 shall be the Licensor’s sole responsibility for defects in the Licence Object.

9. Infringement on Intellectual Property Rights

9.1. The Licensor agrees to indemnify the Licensee for any claims by a third party based on the Licensee’s use of the Licence Object, or part thereof,
within Sweden or any other countries established in the Product Specification, infringing any such third party’s intellectual property rights. The Licensor’s
obligation to indemnify under section 9 is subject to the Licence Object being used in accordance with the terms and conditions set forth in this Licence
Agreement. The Licensor is under no obligation to indemnify the Licensee against third party claims of infringement based upon (i) use any other version than the latest updated and upgraded version of the Licence Object made available by the Licensor, at its own discretion, in unaltered condition, unless the infringing part also forms part of the latest updated, and upgraded version of the Licence Object; (ii) Use of the license object together or in combination with hardware, program software, data, documentation or other equipment that has not been provided by the Licensor, if the infringement had been avoided if such use of the license object together with or in combination with hardware, program software, data, documentation or
other equipment not delivered by the Licensor had not taken place, or (iii) the Licence Object has been altered or used in a way deviating from its
construction or from its intended purpose.

9.2. The Licensor’s obligation to indemnify under section 9 only applies provided that the Licensee (i) without undue delay notifies the Licensor
in writing of the claims brought against the Licensee; (ii) allows the Licensor to control the defence and solely to decide thereof in all related settlement
negotiations; and (iii) acts in accordance with the Licensor’s instructions and, at the Licensee’s own expense, cooperates with and assists the Licensor to
the extent reasonably requested by the Licensor. 

9.3. Subject to the conditions under sections 9.1-9.3, the Licensor shall indemnify the Licensee for such damages, liabilities, costs or expenses awarded
in a final judgment or in a settlement which has been approved in writing by the Licensor.

9.4. If an infringement due to the Licensee’s use of the Licence Object is finally established, the Licensor shall, at its own discretion, (i) procure for
the Licensee the right to continue using the affected Licence Object; (ii) modify the affected Licence Object so that it does not cause any infringement; (iii)
replace the affected Licence Object with functionally equivalent software that does not cause any infringement; or, (iv) revoke the Licence Object and
cancel the Licence Agreement andrepay the license fee without interest with deduction of any reasonable benefit the Licensee might have had from the Licence Object.

9.5. Section 9 constitutes the entire liability of the Licensor with respect to any third party claims of infringement of intellectual property rights.

10. Limitation of Liability

10.1. The Licensor shall under no circumstances be liable to the Licensee for loss of profit, revenue, savings or goodwill, loss of data, the Licensee’s
obligation to compensate a third party or any other indirect or consequential damage of any kind. 

10.2. The Licensor’s aggregate and total liability under the Licence Agreement in respect of one or more events or series of events (whether connected or
unconnected) shall be limited to a total amount equal to the lesser of (i) twenty five (25) per cent of the license fee payable during the term of the Licence Agreement; and (ii) five (5) times the base amount under, at any given time, the Swedish National Insurance Act (1962:381).

10.3. Section 10 shall not apply to the Licensor’s warranty in accordance with section 8 above or to the Licensor’s obligations regarding infringement of
intellectual property rights in accordance with section 9 above.

11. Confidential Information

11.1. The Licensee is aware that the Licence Object contains trade secrets and other confidential information belonging to the Licensor. The Licensee
therefore agrees not to make the Licence Object available to a third party without the Licensor’s prior written consent and to take all reasonable measures to ensure that trade secrets and any other confidential information are not divulged, disclosed or otherwise furnished, directly or indirectly, to any third party.

11.2. The Licensee’s undertaking of confidentiality in accordance with this section 11 shall not apply to confidential information which (i) is already known by the Licensee when received, (ii) is or has become public knowledge other than by breach of this confidentiality obligation; (iii) the Licensee has received in a permissible way from a third party which is under no obligation of confidentiality in relation to the Licensor; or (iv) the Licensee is obliged to make ublicly available due to a court order, a decision by a public authority or as otherwise required by mandatory law.

11.3. The Licensee agrees to impose on its employees and consultants, in an appropriate manner, the above obligations regarding the use of the Licence Object in section 3 and of confidentiality in this section 11. The Licensee shall be liable in relation to the Licensor for its employees’ and consultants’ actions and for their obedience of the above stated provisions.

11.4. The Licensee’s obligations under this section 11 shall be valid during the term of this Licence Agreement and these General Conditions, and continue for a period thereafter of five (5) years after expiration or termination of the Licence Agreement, regardless of the reason therefore.

12. Audit

12.1. If the Licence Agreements comprises more than one (1) licensed user, the Licensee is obliged to keep a register of all licensed users. The Licensee
shall as soon as possible after the Licensor’s request thereof, but no more than twice (2) a year, provide the Licensor with an updated copy of the register of all licensed users.

12.2. The Licensor may appoint an independent third party to conduct an audit during the Licensee’s normal working hours to determine and verify that the Licence Object is used in compliance with the terms and conditions established in the Licence Agreement and these General Conditions. Such third party shall be allowed to commence the audit, within reasonable time after the Licensor’s written request and in no event more than fourteen (14) days after such request.

12.3. The Licensee shall cooperate with the Licensor and shall promptly grant the Licensor access to the Licensee’s premises. The audit shall be restricted in scope, manner and duration as is deemed reasonably necessary to achieve its purpose and not disrupt the Licensee’s operations. The Licensee shall
be liable to promptly remedy any breaches of this Licence Agreement, including but not limited to underpayment of the license fee revealed during the
audit. If the audit reveals an underpayment of license fees, in relation to the number of licenses being used, in excess of five (5) per cent of the licensee fee due for the relevant period, the Licensee shall also be liable for the Licensor’s costs for the audit.

13. Term

13.1. The Licence Agreement enters into effect when the Licence Agreement has been accepted by the Licensee and the Licence Object has been delivered in accordance with section 5.1 above, and shall thereafter remain in effect for the term established in the Order Form.

14. Termination

14.1. In addition to what is established in the Order Form, each party has the right to, by giving written notice to the other party, terminate the Agreement in advance with immediate effect: (i) if the other party has committed a material breach of this Agreement, and has not fully rectified the same within thirty (30) days after a written notice thereof; or (ii) if the other party is declared bankrupt, enters into liquidation, suspends its payments or if it otherwise can be deemed to be insolvent. 

14.2. In the event of termination of the Licence Agreement in accordance with section 14.1 above, the Licensee shall not be entitled to a refund of excess
license fees paid in advance for the time after the termination of the Licence Agreement. 

14.3. In the event the Licensee has committed a material breach of the Agreement, the Licensee shall compensate the Licensor for its damages, costs, or
loss, regardless whether the Licensor chooses to terminate the Agreement under this section 14 or not. If the material breach consists of the Licensee making unauthorised copies of the Licence Object, or parts thereof, the Licensee shall be obliged not only to pay the license fee for the unauthorised copies but also to compensate the Licensor for any damages caused due to the breach. The unauthorised copies of the Licence Object shall be destroyed in accordance with what is established in section 15.1 below.

15. Destruction of the Licence Object

15.1. Upon termination of the Licence Agreement, regardless of the reason, the Licensee shall immediately and in accordance with the Licensor’s instructions destroy and erase the Licence Object. The Licensee shall at the same time certify in writing to the Licensor that such destruction has occurred and that the Licensee neither directly nor indirectly, in whole or in part, holds or disposes of the Licence Object or any copy thereof.

16. Miscellaneous

16.1. In the case of any inconsistency between the Licence Agreement and the Order Form, the Product Specification and/or the Licensor’s price list and
terms of payment the later shall prevail. 

16.2. The Licence Agreement and these General Conditions form the parties’ entire understanding of all the questions in the Licence Agreement. All
written or oral representations or warranties prior to the Licence Agreement are replaced by this Licence Agreement.

16.3. Any amendment or modification to the Licence Agreement must be issued in writing and signed by both parties in order to be binding. 

16.4. The Licence Agreement may not be assigned to a third party without the other party’s prior written approval. With exception from the above, the
Licensor is entitled to assign the Licence Agreement to a third party in connection with transfer of the Licensor’s business or a part thereof.

17. Disputes and governing law

17.1. The Licence Agreement and these General Conditions shall be governed by and construed in accordance with Swedish law with exclusion of its conflict of law rules. 

17.2. Any dispute, controversy or claim arising out of this Agreement shall be settled by the Swedish Court where the Licensor has its legal domicile.

© Copyright 2012
Föreningen Svensk Programvaruindustri (SPI), The Swedish Association of Software Industry (SPI)