License agreement between Android AB, P O Box 12063, SE-245 02 Hjärup, Sweden, hereinafter called “Android”, and Licensee described
on the face of the Android Sales Order, hereinafter referred to as “Licensee”.
Android agrees to furnish to Licensee and Licensee agrees to accept, in accordance with this Agreement, the use of the software system(s),
hereinafter referred to as “Product”, listed on Sales Order issued pursuant to the terms and conditions of this Agreement.
No Product shall be provided for use by Licensee by virtue of this Agreement alone, but shall require the issuance of such Sales Order
by Android. Such Sales Order shall specifically reference this Agreement. The terms and conditions contained in this Agreement shall be
applicable to Perpetual License of the Product.
The stated Product, term of the License, applicable specifications, billing and shipping information, delivery date of Product, license fee,
maintenance charges, and any other matter not provided for herein, shall be governed by the terms and conditions on the face of the Sales
Order. In the event of a conflict between the terms of this Agreement and those appearing on the face of such Sales Order, the terms and
conditions of this Agreement shall prevail.
Provisions to the contrary that might be set forth on Licensee Purchase Order, pre-printed terms and conditions appearing on the face and
reverse side of such Purchase Order shall not apply to or become a part of the agreement covering the License and the use of the Product.
The term “Product” means one or more of the proprietary computer software programs identified in the Sales Order or supplement Sales
Order according to subsection D below, all related materials, documentation, and other written information received by Licensee from
Android. The Sales Order may identify more than one Product or more than one copy of any product.
B. Applicable Specifications
The term “Applicable Specifications” means the functional and operational characteristics of the Product as described in the Android’s
current published product description and technical manuals.
C. Acceptance Date
The term “Acceptance Date” means the date of occurrence of one of the following:
1. The Product is installed and mutually acceptable as performing in accordance with the Applicable Specifications
2. the Product is installed and meets the criteria for acceptance testing agreed to by the parties and specified in the applicable Sales Order
3. The Product has been delivered to Licensee and Licensee has delayed installation more than 30 days after delivery or such other time
frame specified in the applicable Sales Order.
Licensee is entitled to expand the license regarding the Product’s operative limitation of data handling, at which the increase of the license
fee is limited according to the following formulas:
Price = p x Square root (some limit according to Sales Order)
Added price = p x Sqrt (new limit according to supplement Sales Order) – Price.
A. Grant of License
Android hereby grants to Licensee and Licensee hereby accepts from Android a non-exclusive, non-transferable license to use the Product
in accordance with this Agreement during the term specified in Section 3 (Term). Licensee acknowledges and agrees that the Product is the
proprietary information of Android and that this Agreement grants Licensee no title or right of ownership in the Product.
B. Restriction on Use
Licensee is authorised to use the Product only for Licensee’s internal purposes. Licensee agrees that it will, through its best efforts, not use
or permit the Product to be used in any manner, whether directly or indirectly, that would enable Licensee’s customers or any other person
or entity to use the Product. The rights and license granted Licensee hereunder are restricted solely and exclusively to Licensee and may not
be assigned, sub-leased, sub-licensed, sold, offered for sale, disposed of, encumbered or mortgaged.
The license granted under this Agreement shall commence upon acceptance of the Product and shall continue perpetually unless sooner
terminated in accordance with the provisions of this Agreement.
4. MAINTENANCE AND SUPPORT
A. Maintenance and Support Services
After acceptance of the Product and subject to the terms, conditions, and charges set forth in this Section, Android will provide Licensee
with maintenance and support services for the Product as follows. Android will
1. provide such assistance as necessary to cause the Product to perform in accordance with the Applicable Specifications as set forth in
the product description and technical manuals,
2. provide improvements of existing functionality to the Product (Improvements),
3. update the Product to cause it to operate under new versions or releases of the operating system (Updates) so long as such updates are
made generally available to Android’s other customers.
B. Charges for Subsequent Years
There will be no additional charge for the maintenance and support during the first six months of term. For each twelve months after the
first six months of the lump sum payment license, Android will continue to provide Licensee with the maintenance and support services
as described in subsection A above, provided Licensee pays Android in advance the maintenance and support charges then in effect.
The charges amount to the accumulated lump sum fee invoiced at each maintenance and support charge invoice date multiplied by the
maintenance and support charge rate according to the Sales Order.
C. Limitations on Android’s Obligations
Any modification or attempted modification of the Product by Licensee or any failure by Licensee to implement the Improvements and
Updates to the Product as supplied by Android shall void the obligations of Android under this section unless Licensee has obtained prior
written authorisation from Android permitting such modification, attempted modifications or failure to implement. Licensee understands
and agrees that Android may develop and market new or different computer programs which use part or all of the Product and which perform
all or part of the functions performed by the Product. Nothing contained in the Agreement gives Licensee any rights with respect to such new
or different computer programs.
Android hereby warrants its ownership and/or marketing rights to the Product. Unless stated otherwise in the Sales Order, Android hereby
warrants that the Product, as delivered by Android, if properly installed by Licensee in accordance with Android’s instructions, is capable
of operating in conformance with the Product’s current applicable specifications as set forth in the product descriptions in technical manuals.
Any modification or attempted modification of the Product by Licensee or any failure by Licensee to implement any Improvements or
Updates to the Product as supplied by Android shall void this warranty.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, OR ON THE APPLICABLE SALES ORDER, ANDROID MAKES NO
WARRANTIES EITHER EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
THE CONDITION OF THE PRODUCT, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR USE.
6. LIMITATIONS OF LIABILITY
ANDROID SHALL NOT BE LIABLE FOR LOSS OF PROFIT, LOSS OF BUSINESS, OR OTHER FINANCIAL LOSS WHICH MAY
BE CAUSED BY, DIRECTLY OR INDIRECTLY, THE INADEQUACY OF THE PRODUCT FOR ANY PURPOSE OR USE THEREOF
OR BY ANY DEFECT OR DEFICIENCY THEREIN.
Licensee agrees that Android’s liability for damages, if any, shall not exceed the charges paid to Android by Licensee for use of the Product
under this Agreement. No action, regardless of form, arising out of any transaction under this Agreement may be brought by either party
more than one year after the injured party has knowledge of the occurrence which gives rise to the cause of such action.
Android will invoice Licensee for the total amount due on acceptance of the Product. Maintenance charges will be invoiced at the beginning
of the period to which they apply. All payments shall be due and payable forty-five (45) days after Licensee’s receipt of an invoice from
Android. Amounts that are past due shall survive the termination or expiration of this Agreement. For overdue payment Android will debit
Licensee an interest of ten (10) per cent per year.
A. Basis for Termination by Android
Android shall have the right without further obligation or liability to Licensee:
1. to terminate the applicable Sales Order if Licensee is delinquent in making payments of any sum due under this Agreement and
continues to be delinquent for a period of ninety (90) days after the last day payment is due, provided, however, a written notice is
given to Licensee by Android of the expiration date of the aforementioned ninety (90) day delinquency period at least ten (10) days
prior to the occurrence of said expiration date or,
2. to terminate the applicable Sales Order or this Agreement if Licensee commits any other breach of this Agreement and fails to remedy
such breach within thirty (30) days after written notice by Android of such breach. Licensee’s obligation to pay all accrued charges
shall survive the termination of this Agreement. Android’s termination of this Agreement and/or repossession of the Product shall be
without prejudice to any other remedies that Android may lawfully have.
B. Basis for Termination by Licensee
Licensee shall have the right, without further obligation or liability to Android (except as specified in Section 7 Payment):
1. to immediately terminate this Agreement if Android commits any breach of this Agreement and fails to remedy such breach within
thirty (30) days after written notice by Licensee of such breach, in which event, Android shall reimburse Licensee as follows: Android
shall promptly refund to Licensee a sum equal to one-sixtieth of the lump sum fee paid for each month remaining of a five year period
beginning from the date of acceptance of the Product by Licensee, plus a pro rata amount of the prepaid maintenance charges for the
period then in effect, if any, paid by Licensee.
2. to terminate this Agreement for any reason, in which event Licensee is not entitled to reimbursement. The termination of this
Agreement shall be effective upon receipt by Android of written notice of said termination.
A. Waiver, Amendment or Modification
Any waiver, amendment or modification of any of the provisions of this Agreement or any right, power or remedy hereunder shall not be
effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy with
respect to any of its right hereunder shall operate as a waiver thereof in the future.
Any notice or other communication required or permitted hereunder shall be given in writing to the other party at the address listed in the
Sales Order and address set forth herein, or at such other address as shall be given by either party to the other in writing. Written notices of
termination by either party, as required under Section 8 (Termination) if mailed, shall be sent via certified or registered mail, return receipt
C. Entire Agreement
This Agreement and the applicable Sales Order constitutes the entire agreement between the parties in connection with the subject matter
hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written,
of the parties, and there are no warranties, representations and/or agreements among the parties in conjunction with the subject matter hereof
except as specifically set forth or referred to herein.
D. Successors and Assigns
Upon advance written notice, Android may assign this Agreement partly or in its entirety to a parent company, subsidiary or successor.
E. Governing Law, Dispute
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm
Chamber of Commerce. The place of arbitration shall be Stockholm. This Agreement shall be governed by the substantive law of Sweden.