Software license agreement
April 1st 2012
Kverneland Group Mechatronics B.V., a Dutch corporation with offices at Hoofdweg 1278, 2153LR
Nieuw Vennep, The Netherlands (“Licensor”), is willing to license to you as an individual business
(“Licensee”) the Licensed Software under the terms and conditions indicated below. By downloading,
installing and/or activating the Licensed Software Licensee is bound by these terms and conditions.
Article 1. Software license
1.1 Subject to Licensee’s full and unconditional compliance with its obligations under the
Agreement, Licensor hereby grants Licensee during the Term a non-exclusive, non-sub
licensable license to install, copy and use the Licensed Software as well as documentation for
the purpose of his own personal or business use, excluding any distribution of the Licensed
Software to third parties.
1.2 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.
1.3 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. Payment terms
2.1 In consideration for the licenses granted in the previous article, Licensee agrees to pay the
applicable royalty fee, if any, for the Licensed Software within thirty (30) days of the date of this
Agreement.
2.2 The royalty fee is exclusive of value-added tax (VAT) and other government-imposed levies,
taxes or other charges. Furthermore, all fees and taxes in connection with the payment of the
royalty fees are to be borne by Licensee.
2.3 As soon as Licensee has paid the royalty fee under article 2.1, Licensor shall make available a
copy of the Licensed Software to Licensee.
Article 3. Support
3.1 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,
except on a best-effort basis as indicated in this article.
3.2 Licensor shall provide Licensee with documentation accompanying the Licensed Software and
any Updates as well as with a reasonable level of support by means of e-mail or telephone
assistance concerning installation, configuration and other use of the Licensed Software.
3.3 The support obligations resting with the Licensor shall only apply after purchase.
3.4. 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.
3.5 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. If support
through telephone or e-mail assistance turns out to be insufficient to solve the problem,
support will also be offered on the spot.
Article 4. Updates
4.1 From time to time and at its sole discretion, Licensor will develop updates. These updates are :
bug fixes, improvements, enhancements, extensions, additions or other modifications of the
Licensed Software.
4.2 Licensee can check the availability of updates online. If updates are available, Licensee can
download these free of charge.
Article 5. Upgrades
4.3 From time to time and at its sole discretion, Licensor will develop new and improved versions of
the software. The new versions are NOT free of charge. In case Licensee wants to install a
particular new version, Licensee will have the possibility to purchase this version online.
4.4 New versions can be recognized by a new major version number.
4.5 Upon purchase the terms and conditions of this Agreement shall apply to any of these new
versions.
Article 6. Warranties
6.1 Licensor warrants that the Licensed Software does not contain any material Defects. This
warranty is valid for twelve months after Licensee has acquired the Licensed Software.
6.2 Licensor warrants that the Licensed Software does not include any viruses, Trojan horses, logic
bombs or other malicious code.
6.3 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.
6.4 Licensor’s sole obligation with respect to a breach of any of the warranties above shall be to
investigate and attempt to repair or replace the offending portions of the Licensed Software.
Licensor cannot guarantee that such repair or replacement is possible. In case repair does not
lead to a satisfying result, Licensor will supply an update to restore the Software.
Article 7. Limitation of liability
7.1 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.
7.2 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.
7.3 Any liability of Licensor caused by a Defect in the licensed software shall be limited to the
royalty fee paid for the software indicated under article 2.1.
7.4 No liability shall exist for damages that have not been reported to Licensor in writing within
thirty days of their occurrence, or for damages where Licensee failed to take appropriate
measures to limit such damages. In any case, neither party may bring an action, regardless of
cause or form, arising out of or related to this Agreement more than one year after the date of
discovery of the cause of action or the date of termination of this Agreement, whichever is
earlier.
7.5 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.
7.6 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 any situation that occurred beyond the power of Licensor,
and in any case any inability to perform which is caused by the Licensor’s suppliers or any
inability to perform caused by the weather, affecting the use of the software.
Article 8. Term of the Agreement
8.1 The Agreement is entered into for indefinite term.
8.2 The Agreement terminates automatically when Licensee fails to pay the royalty fee within the
stipulated term.
8.3 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.
Article 9. Assignment of agreement
9.1 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.
9.2 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 party’s business.
Article 10. Applicable law and disputes
10.1 This Agreement shall be governed by and construed in accordance with the laws of the
Netherlands without consideration of its conflict of law provisions.
10.2 Licensee hereby consents and submits to the jurisdiction and forum of the competent courts for
the principal place of business of Licensor.
10.3 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 11. Miscellaneous terms
11.1 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.
11.2 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.
11.3 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.
11.4 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 party’s 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.
11.5 The section headings in this Agreement are for convenience only and shall not be used in
construing or interpreting any of its terms.