APPENDIX 2
COLIBO® LICENCE TERMS AND CONDITIONS

1.	DEFINITIONS, ETC.
1.1	"Rights Holder" means Colibo A/S, Central Business Register (CVR) no. 38226746, Margrethepladsen 4, 8000 Aarhus C, Denmark, which holds the rights to the Software.
1.2	"Licensee" means the legal person installing or exercising their right to use the Software.
1.3	"Software" means the latest version of the Colibo® software supplied to the Licensee. 
1.4	"Modules" means separate areas of the solution that can integrate and display content from third-party programs via Colibo's APIs and technical framework.
1.5	"Updates" means new versions and releases of the Software, service packs, changes or error corrections to the Software.
1.6	"Licence Terms and Conditions" means these Licence Terms and Conditions.
1.7	"Solution Description" means the product and performance specification of the Software.
In case of any discrepancy between these Licence Terms and Conditions and other descriptions or agreements (if relevant) concerning the Licensee's use of the Software, these Licence Terms and Conditions shall prevail.
2.	INTELLECTUAL PROPERTY RIGHTS
2.1	The Rights Holder holds the full copyright and all other rights to, or is on behalf of a third party entitled to sublicense, the Software as well as source code, user interface, images, sound, music, text etc. incorporated or used in the Software. The Licensee must recognise the rights of the Rights Holder/any third party. If the Licensee disregards those rights, including but not limited to cases of unauthorised distribution of the Software to a third party, the Licensee will be liable for such disregard.
2.2	The software is being continuously developed. The Rights Holder is entitled on its own initiative to make ongoing changes to the Software and the Solution Description.
3.	LICENCE RIGHT TO THE SOFTWARE
3.1	The Licensee is granted a non-exclusive, indefinite and non-transferable right to use the Software. All rights to the Software remain the property of the Rights Holder. 
3.2	Unless otherwise explicitly agreed in writing between the Rights Holder and the Licensee, the licence to the Software will be subject to the following restrictions:
a)	It is not permitted to make changes to, reverse-engineer or decompile the Software in whole or in part unless otherwise provided by mandatory law.
b)	It is not permitted to sell, lend, rent or lease the Soft-ware to any third party without the prior written con-sent of the Rights Holder. 
c)	It is not permitted to break or change any security codes, and the Licensee is not entitled to alter or remove any statements in the Software or on the media on which the Software is supplied concerning rights, trademarks, etc.
d)	The Licensee is entitled to develop Modules for the Software.
3.3	If use of the Software requires a licence to other software products from third parties, these Licence Terms and Conditions do not apply to such third-party software.
4.	UPDATING OF THE SOFTWARE
4.1	The Rights Holder is not under an obligation to issue Updates, but Licensee is obligated to recieve Updates, if the Rights Holder issues an Update and Licensee is entitled to continuous updates.
4.2	Updates will generally be backward compatible, but it is not guaranteed. Also, the Rights Holder does not guarantee that Updates will be compatible with integrations, changes and adjustments made or arranged by the Licensee. Updates may imply that the Licensee will be forced to install updates or upgrades to the Licensee's other software and hardware in order to be able to use the Updates. The Rights Holder does not guarantee compatibility between different linguistic and country-specific functions.
5.	THIRD-PARTY RIGHTS
5.1	If the Licensee is given notice of commencement of proceedings against the Licensee alleging that the Software infringes third-party rights, or if such proceedings are commenced, the Licensee will be under an obligation to immediately notify the Rights Holder thereof. The Rights Holder will then be entitled to take over the case and will have irrevocable authority at its own expense to defend or settle the dispute concerning the alleged infringement.
6.	LIABILITY AND LIMITATION OF LIABILITY
6.1	The Software is licensed "as is". The Rights Holder provides no guarantee of the usefulness of the Software for the Customer’s specific purpose. The Rights Holder will not be liable for any indirect or consequential losses (including but not limited to loss of expected profit, loss of data or failure to recover data, loss of goodwill or other similar consequential losses) in connection with the use and installation of the Software or the services related thereto. The Rights Holder will also not be liable for any loss caused by missing functions in the Software, regardless of whether the Rights Holder knew of the possibility of such loss, and regardless of whether the loss is due to the Rights Holder's negligence or the like. The Rights Holder will not be liable for loss arising in connection with the integration between the Software and the Licensee's existing hardware and software, and the Rights Holder will not be liable for errors, defects and losses that are not related to the Software, including for example other programs.
6.2	The Rights Holder's aggregate liability for losses or damage, including a number of tortious incidents, is limited to DKK 100,000.
7.	PRODUCT LIABILITY
7.1	The Rights Holder will be liable for product liability claims under the Danish Product Liability Act only. The Licensee cannot be held liable for product liability claims raised on a basis other than the Product Liability Act. The Rights Holder's product liability cannot exceed DKK 100,000 in total.
8.	ASSIGNMENT
8.1	The right of use granted to the Licensee is a non-exclusive, indefinite and non-transferable licence to use the Software.
8.2	Within the limits of the number of user licenses paid for by the Licensee, the Licensee will be entitled to grant to the Licensee's group companies, see the definition of groups in sections 6 and 7 of the Danish Companies Act, a right to use the Software via electronic access to the Software.
8.3	If the Licensee's group companies are granted a right to use the Software, or if the Licensee's customers or business partners are granted access to the Software, see clause 8.2 above, the Licensee will in all respects be responsible for their use of the Software and will be required to indemnify the Rights Holder for any loss suffered by the Rights Holder as a result of the above parties' use of the Software.
8.4	The Rights Holder will be entitled to assign all or part of its rights and obligations.
9.	BREACH
9.1	The Licensee's failure to comply with these Licence Terms and Conditions will constitute a material breach resulting in immediate termination of the Licensee's rights under these Licence Terms and Conditions, and the Licensee will be under an obligation to immediately return the Software to the Rights Holder. The Licensee's obligation to return the Software does not extend to any Modules developed by the Licensee or the Licensee's documentation concerning these rights.
9.2	In addition to the above, the general rules of Danish law will apply.
10.	FORCE MAJEURE
10.1	The Rights Holder will not be liable to the Licensee in the event of force majeure. Force Majeure includes war, civil war, terrorism, riots, public restrictions, import or export prohibition or other public intervention, natural disasters, extraordinary weather conditions, vandalism, theft, failing energy supply, breakdown of communication lines, seizure of funds, industrial disputes, lockouts and strikes, computer virus, or other similar extraordinary events beyond the party's control.
11.	GOVERNING LAW AND JURISDICTION
11.1	The Licence Terms and Conditions will be governed by Danish law. Any dispute between the Rights Holder and the Licensee must be settled in accordance with Danish law, excluding Danish conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2	Enhver tvist skal afgøres ved Retten i Aarhus som første instans
Any dispute must be settled by the Court of Aarhus as the court of first instance.
12.	EFFECTIVE DATE
12.1	The Licence Terms and Conditions will take effect on the date of supply of the Software to the Licensee.