END USER LICENSE AGREEMENT (EULA)

1.   APPLICABILITY OF AGREEMENT

IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Digizuite A/S for the software product identified above, which includes computer software and associated media and printed materials, and may include “online” or electronic documentation (“SOFTWARE PRODUCT” or “SOFTWARE”). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. If you do not agree to the terms of this EULA, promptly return the unused SOFTWARE PRODUCT TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND.

2.   SOFTWARE PRODUCT LICENSE

This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Digizuite A/S.
For the software product identified above, which includes computer software and associated media and printed materials, and may include “online” or electronic documentation (“SOFTWARE PRODUCT” or “SOFTWARE”). 
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. If you do not agree to the terms of this EULA, promptly return the unused SOFTWARE PRODUCT TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND. 
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. 

3.   GRANT OF LICENSE, OWNERSHIP AND TRANSFER OF RIGHTS 

This EULA grants you non-exclusive, perpetual, non-assignable named user license to use the SOFTWARE PRODUCT as follows: 
- Digizuite A/S retains all rights, title and interests to the SOFTWARE. 
- This license allows you the use of the SOFTWARE PRODUCT as specified in the "Purchase and Collaboration Agreement”. The Purchase and Collaboration Agreement defines the version, and the number of users, which are allowed to use the SOFTWARE PRODUCT. 
- The user license to the SOFTWARE PRODUCT cannot be transferred to any other legal entity without Digizuite A/S’s written consent. 

The Digizuite™ License information is inserted as electronic information in the Digizuite™ DAM Center. Upon installation, the supplied licenses can be viewed in the Digizuite™ DAM Center management console under “System tools | Licenses”.

4.   MAINTENANCE

By signing this Agreement, you subscribe to the maintenance fee presented in the Purchase and Collaboration Agreement with the following conditions. The Maintenance subscription entitles you to utilize the latest version of the software, including software hotfixes. However, you are not guaranteed that you can fully utilize all software releases or hotfixes. Furthermore, the upgrades are standard upgrades based on the latest standard version of the software, and it is your own responsibility to ensure that the upgrades, the functions of the upgrades, the effect of the upgrades and the documentation fulfils your requirements and Digizuite A/S hereby renounces all liability in relation hereto.
Subscription to the maintenance fee takes effect immediately upon signing the contract and cannot be terminated the first 12 (twelve) months. The Agreement will be automatically renewed for an additional 12 months unless previously terminated by either party by the issuance of a written termination notice 3 (three) months prior to the next main expiration date.
In the event of termination of the Maintenance subscription you are not entitled to utilize, implement, download or in any other way use any upgrades released after the termination. If you require utilizing of any upgrades after the termination, you must re-subscribe to the maintenance fee and pay from the date of termination of the previous agreement including a resigning fee of 20% of said amount, provided that Digizuite A/S accepts such re-signing.
The Maintenance applies only to you and cannot be transferred and is conditional on your compliance with this agreement.
The Maintenance subscription is calculated as 20% of the then current value of the license based on the license fees stated in the concrete agreement between you and Digizuite A/S. The fee is invoiced at the beginning of each Maintenance period. The Maintenance fees falls due in accordance to the “Purchase and Collaboration Agreement” from the date of the invoice, and late payment entitles Digizuite A/S to interests at the rate of 2% per month until full payment has been received.
In case of additional buys within an invoicing period, which is already paid for, a Maintenance fee will be added to the price of the additional buy comparatively to the Maintenance fee for the remaining period. Subsequently the additional buy will be invoiced as corresponding yearly fee.
The fee is invoiced either directly from Digizuite A/S or by the partner who you have acquired the software license including this Agreement from, unless otherwise stated. If Digizuite A/S discontinues the corporation with the specific partner, Digizuite A/S is entitled to assign all of that partner’s rights and obligations towards you to another partner.
Digizuite A/S is entitled to terminate the Maintenance subscription in writing, if you breach the conditions of the Maintenance and Subscription Agreement or this End User License Terms and if you fail to cure such breach within 20 days after Digizuite A/S has given you written notice of the breach.

5.   SOFTWARE UPDATES AND 3RD PARTY STANDARD SOFTWARE

To the extent that the Digizuite™ performance is affected by problems in standard software, then updates to this software per Digizuite A/S’s specifications will be required and mandatory in order to solve these issues. This could for example include Microsoft Internet Explorer, Windows or Mircrosoft.NET.

6.   DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS 

- Limitations on Reverse Engineering, Decompilation, and Disassembly: You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 
- Rental: You may not rent or lease the SOFTWARE PRODUCT. 

7.   TERMINATION 

Without prejudice to any other rights, Digizuite A/S may terminate this EULA without warning if you fail to comply with the terms and conditions of the EULA. In such an event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. 

8.   COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets,” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Digizuite A/S or its suppliers.
The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes or (b) install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. 

9.   INFRINGEMENT OF THIRD PARTY RIGHTS 

Digizuite A/S warrants that the Program does not infringe any intellectual property rights held by any third party. In the event that any third party, with reference hereto, brings any claim, suit, or proceeding against you in so far as it is based on the claim that the Program infringes a third party's intellectual property right (hereinafter "Infringement Claim") you shall promptly notify Digizuite A/S hereof. Upon such notification Digizuite A/S shall take over the matter and any costs related hereto, provided that you:
- Have given Digizuite A/S prompt notification in writing as soon as you have received knowledge of the Infringement Claim;
- Tenders full control over the defense or the settlement of the Infringement Claim to Digizuite A/S; and; 
- Provides Digizuite A/S with appropriate information and assistance for such defense or settlement at Digizuite A/S’s expense; Digizuite A/S shall in any event have an irrevocable right to take over the matter at its own expense and thus institute proceedings or enter into settlements concerning the alleged infringements. In the event of an Infringement Claim Digizuite A/S shall be entitled at its discretion to replace or modify the affected Program by other software, which essentially possesses the same functions as the affected Program. In that case you shall have no further claim against Digizuite A/S. In the event that Digizuite A/S should decide to take legal action, Digizuite A/S shall have the right to postpone the replacement described above, until final judgment has been rendered. In the period until then you shall have no right to raise any claims against Digizuite A/S.

10. U.S. GOVERNMENT RESTRICTED RIGHTS

The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) of the Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. 

11. FORCE MAJEURE 

Non-performance or any other breach of the obligations provided for in these Conditions shall not constitute breach of contract if due to force majeure which without limitation shall include events of lock-out, strike, conditions of war, damage production facilities, death or disablement of key personnel or computer-virus in the Program, which is clearly beyond the control of a party and which the party by the exercise of due diligence is not reasonably able to overcome. In such circumstances the other party shall not be entitled to terminate these Conditions, claim damages or raise any other claim what so ever. 
The normal trade between the parties shall be restored as soon as any such event of force majeure ceases. Where an event of force majeure continues for more than 90 days the non affected party, meaning the party not directly involved in the event constituting force majeure, shall be entitled to forthwith terminate these Conditions subject to a written notification to that effect. Where these Conditions are terminated under this provision neither party shall be entitled to claim compensation or damages from the other party by reason of the termination.

12. SEVERABILITY 

Any terms of these conditions, which by their nature extend beyond the day these Conditions comes to an end shall remain in effect and thus bind the parties.

13. WAIVER

Any consent to or waiver of any provision or breach shall not constitute consent to or waiver of any other provision or breach or consent to or waiver of such provision or breach in the future. No failure or delay by Digizuite A/S in exercising any right, power or remedy shall operate as a waiver of the same.

14. MERGER CLAUSE 

These Conditions constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, superseding any and all previous proposals, representations or statements, oral or written. Any previous agreements between the parties regarding the subject matter of these Conditions are hereby expressly cancelled and terminated. The terms of these Conditions shall supersede the terms of any invoice or purchase order End User License Agreement (EULA) issued by either party. Any modifications to these Conditions must be in writing and signed by the authorized representatives of both parties hereto.

15. APPLICABLE LAW 

If this SOFTWARE PRODUCT was acquired outside the United States of America, these Conditions including all appendixes hereto shall be governed by the laws of Denmark and shall be construed and interpreted in accordance herewith. If you acquired this SOFTWARE PRODUCT in the United States of America, this EULA is governed by the laws of the State of Florida. Should you have any questions concerning this EULA, or if you desire to contact Digizuite A/S for any reason, please contact Digizuite A/S at: 
- Digizuite A/S, Sales Center, Ryttergade 12, 5000 Odense C, Denmark.

16. DISPUTE RESOLUTION 

Any dispute or claim arising out of or in connection with these Conditions or in connection with any breach, termination or invalidity thereof shall be settled by arbitration. If this SOFTWARE PRODUCT was acquired outside the United States, place of arbitration shall be arbitration in Copenhagen, Denmark, according to the rules for proceedings by The Danish Institute and Arbitration (Danish Arbitration) and the language of arbitration shall be the Danish language. If this SOFTWARE PRODUCT was acquired inside the United States place of arbitration shall be Tampa, Florida, USA, in accordance with the rules of procedure of the American Chamber of Commerce. The language of arbitration shall be the English language.

17. PRODUCT LIABILITY DISCLAIM 

Digizuite A/S shall be subject to product liability pursuant to the relevant mandatory legislation in force from time to time, but disclaims product liability on any other basis.

Digizuite A/S's liability shall be limited in all respects to the lesser of the following two amounts:
a) The overall payment pursuant to the applicable Purchase or Supplementary Agreement; or,
b) DKK 1,000,000.00 (one million 00/100 Danish kroner).

Digizuite A/S shall in no way be liable for any indirect loss or consequential loss, including operating loss, loss of time, loss of profit, and loss of data.

18. LIMITED WARRANTY 

Digizuite A/S warrants that (a) the SOFTWARE PRODUCTS will perform substantially in accordance with the accompanying written materials for a period of one hundred and eighty (180) days from the date of receipt, and (b) the media containing the SOFTWARE PRODUCT will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt.
In the event of a correction of an error, the warranty for such correction will expire 30 days from the completion of the correction. When conducting a full update of the software we provide a 90 days warranty on the relevant software. However, in both instances the warranty will not expire any sooner than the warranty period for the original deliverable.
Some states and jurisdictions do not allow limitations or duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT and media, if any, are limited to one hundred and eighty (180) days and one (1) year respectively.

19. CUSTOMER REMEDIES 

Digizuite A/S and its suppliers’ entire liability and your exclusive remedy shall be at Digizuite A/S’s option; either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE PRODUCT or media that does not meet Digizuite™’s Limited Warranty and which is returned to Digizuite A/S. This Limited Warranty is void if failure of the SOFTWARE PRODUCT or media has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT or media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services End User License Agreement (EULA) offered by Digizuite A/S are available without proof of purchase from an authorized international source.
 
NO OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGIZUITE A/S AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT LIABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE PRODUCT AND ANY ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGIZUITE A/S OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT LOSSES, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR INFORMATION OF ANY KIND, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF DIGIZUITE A/S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.