The Licensor and the End User together shall be referred to as the “Parties” and individually shall be referred to as a “Party”. Please read this EULA carefully. By installing or using the Software, the End User accepts all of the terms and conditions set out in this EULA. If the End User does not wish to be legally bound by the terms and conditions of this EULA, do not install or use the Software. The Parties agree as follows: 1. License 1.1. License. Subject to the provisions of this EULA, the Licensor grants to the End User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software in the manner described herein. The "Software" as the term is used herein includes the computer program consisting of source code, object code, and executable code, the media upon which it is distributed, any third-party software components and libraries supplied with the program, as well as the accompanying documentation in both electronic and paper format. 1.2. Backup. If a Backup License Option has been purchased, the End User may install and use a second copy of this Software on another computer solely for backup purposes. The End Users use of the Software is restricted to executable code only. 1.3. Complete agreement. This Agreement represents the complete agreement concerning the license granted hereunder, and the Software, and may be amended only by a writing executed by both parties. The titles are merely guides to the reader; if a title conflicts with content, the content shall prevail. If any provision of this Agreement is held to be unenforceable, such provision shall be stricken or be reformed to the extent necessary to make it enforceable, and the balance of this Agreement shall remain in full force and effect. 1.4. Reservation of rights. Except for the license explicitly granted by Clause 1.1, the Licensor reserves all its rights. The End User acknowledges and agrees that the End User is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise. 1.5 Price. The software license price, type and payment terms will be specified in the respective ‘Corti - Subscription Agreement’ contracts and Appendix C ‘Corti - Consultancy Services. 2. Support & Development 2.1. Support. The Licensor will provide an End Users chosen representative with the training and material needed to perform support and maintenance of the solution locally. Furthermore, the Licensor will arrive on premise to assist in installation and implementation. 2.2. Further support. If the End User requires any further support and/or maintenance services than what is defined here in the EULA, the End Users can choose to purchase the Licensors extended support, service and maintenance program defined in Appendix B, ‘Corti - Software Service Agreement’. 2.3. Continual Development. The End User acknowledges and agrees that the End User enters into this agreement as both a customer and a partner, as the End User acknowledges that the software is being purchased at favorable terms and pricing due to the fact that the software will be developed further during the period of the contract which in all probability will affect the stability and error-rate of the software. 1.4. Any errors or problems that will occur due to these co-developments efforts, will be supported and fixed by the Licensors customer service team and any upgrades, patches and fixes will be pushed only after coordination with an End Users chosen representative. The terms of this extended service agreement on co-development efforts will follow the Licensors extended support practices defined in Appendix B ‘Corti - Software Service Agreement’. 3. Use 3.1. Restrictions. Except to the extent permitted by applicable mandatory law, the End User shall not: (a) copy or reproduce the Software; (b) merge the Software with any other software; (c) translate, adapt, vary, or modify the Software; or (d) disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software. 3.2. Further restrictions. The End User shall not: (a) provide, disclose, demonstrate, or otherwise make available the Software to any third party; or (b) use the Software to provide any services or training for any third party; or (c) sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with the Software, or have any software written or developed that is based on or derived from the Software. 3.3. Obligations. The End User shall at all times; 3.3.1. effect and maintain adequate security measures to safeguard the Software from unauthorized access, use, and disclosure; 3.3.2. supervise and control access to and use of the Software in accordance with the provisions of this EULA; 3.3.3. provide the Licensor from time to time on request with contact details for the person responsible for supervising and controlling such access and use; and 3.3.4. ensure that the Software is at all times clearly labeled as the property of the Licensor 4. Confidential Information 4.1. Confidentiality Obligations. As between the Parties, all Confidential Information belongs to the Licensor. At all times during the term of this EULA and at all times subsequently, the End User shall: (a) maintain all Confidential Information securely and in the strictest confidence and shall respect the Licensor’s rights therein; (b) not disclose or otherwise make available any Confidential Information to any third party; and (c) not use any Confidential Information for any purpose, except for the purpose of using the Software in accordance with the provisions of this EULA. 4.2. Exceptions to obligations. The provisions of Clause 4.1 shall not apply to Confidential Information which the End User can demonstrate by reasonable, written evidence: (a) is subsequently disclosed to the End User without any obligations of confidence by a third party who has not derived it directly or indirectly from the Licensor; or (b) is or becomes generally available to the public through no act or default of the End User or its agents, employees, or affiliates. 4.3. Disclosure to employees. The End User shall procure that all its employees and other personnel who have access to any Confidential Information: (a) shall be made aware of, and subject to the obligations, set out in Clause 4.1; and (b) shall have entered into written undertakings of confidentiality and non-use which are at least as restrictive as Clause 4.1 and Clause 4.2 and which apply to the Confidential Information. 4.3. Return of Confidential Information. Upon any termination of this EULA for any reason, the End User shall: (a) return to the Licensor any documents and other materials that contain any Confidential Information including all copies made, except for one (1) copy as may be necessary to be retained for the purpose of compliance with any continuing obligations under this EULA; and (b) make no further use, copy, or disclosure thereof. 5. Acknowledgments, disclaimers, etc. 5.1. Acknowledgments. The End User acknowledges and agrees that software, in general, is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by the Licensor. 5.2. The obligation to correct material errors, etc. If the End User discovers a material error in the functionality of the Software which substantially affects the End User’s use of the Software and the End User notifies the Licensor of such material error in writing, the Licensor shall use considerable measures to correct, by patch or new release (at the Licensor’s option), that part of the Software which is affected by such material error at the earliest possible convenience. 5.3. No such obligation in certain circumstances. The Licensor’s obligations under Clause 5.2 shall be excluded in the following circumstances: (a) following wilful damage to the Software or negligence in its use by the End Users, it’s employees or other vendors; (b) where the Software has not been used, maintained, and/or stored in accordance with any instructions or recommendations given by the Licensor or in accordance with the provisions of this EULA; (c) where the problem arises from software not supplied by the Licensor; (d) where the Software is used other than in the correct configuration; and/or (e) following any unauthorized use of or modification to the Software. 5.4. Possible charges. Where a defect in the Software is found upon investigation not to be the Licensor’s responsibility, the Licensor reserves the right to charge the End User on a time and materials basis at the Licensor’s then-current rates for all time, costs, and expenses incurred by the Licensor in consequence of such investigation. 5.5. Indemnity. The End User shall indemnify, defend, and save the Licensor, it’s officers, directors and shareholders, agents, employees from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Licensor and which relate to: (a) any use by the End User of the Software; and/or (b) the development, manufacture, use, supply, or any other dealing in any products or services that were generated from the use of the Software, including any claims based on product liability laws. The liability and claims covered by this paragraph include, but are not limited to, claims and liabilities for punitive damages, in those jurisdictions which allow indemnification for such claims and liabilities. 5.6. Liability. To the fullest extent permitted under applicable law: (1) under no circumstances and under no legal theory, infringement (including, without limitation, negligence), contract, or otherwise, shall the Licensor, its subsidiaries, its affiliates or any of its third-party software suppliers be liable to the End User or any other person for any indirect, special, incidental, exemplary, consequential or punitive damages of any character, including without limitation, damages for lost revenues or profits; damages for interruption or loss of goodwill, services or business; damages for work stoppage, computer failure or malfunction; or any and all other commercial damages or losses; regardless of whether such damages or losses were foreseeable and whether or not the Licensor was advised of the possibility of such damages or losses; and (2) in no event will the Licensor, its subsidiaries, its affiliates or any of its third-party software suppliers be liable, in the aggregate, for any damages or losses in excess of the amount the Licensor received from the End Users for a license to the software. This limitation of liability shall apply even if the remedies under this Agreement fail of their essential purposes. 5.7. Warranty. The software is provided "as is" and with all faults and defects without warranty of any kind. to the maximum extent permitted by applicable law the Licensor, its subsidiaries, its affiliates, and its third-party software suppliers expressly disclaim all warranties, whether express, implied, statutory or otherwise with respect to the software, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. without limitation to the foregoing, the Licensor provides no warranty or undertaking, and makes no representation of any kind that the software will meet your requirements, achieve intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that errors or defects can or will be corrected. 6. Duration and termination 6.1. Commencement and termination. This EULA, and the license granted hereunder shall come into effect on the date specified in Appendix A, ‘Corti - Subscription Agreement’ and shall continue in force unless and until terminated in accordance with Clause 6.2 or Clause 6.3. 6.2. Termination by either party. Either Party may terminate this EULA, and the license granted hereunder, at any time by notice in writing to the other Party (the “Other Party”), such termination to take effect as specified in the notice: 6.2.1. if the Other Party is in material or persistent breach of any provision of this EULA and, in the case of a breach capable of remedy within 14 days, the breach is not remedied within 14 days of the Other Party receiving notice specifying the breach and requiring its remedy; or 6.2.2. if (i) the Other Party becomes insolvent or unable to pay its debts when they become due; or (ii) an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction); or (iii) a liquidator, examiner, receiver, receiver manager, or trustee is appointed in respect of the whole or any part of the Other Party’s assets or business; or (iv) the Other Party makes any composition with its creditors; or (v) the Other Party ceases to continue its business; or (vi) as a result of debt and/or maladministration the Other Party takes or suffers any similar or analogous action in any jurisdiction. 6.3. Further rights of the Licensor to terminate. 6.3.1. The Licensor may terminate this EULA, and the license granted hereunder, at any time by notice in writing to the End User, such termination to take effect as specified in the notice, if the End User fails to pay any amount due under this EULA by the relevant due date. 6.3.2. In addition, this EULA, and the license granted hereunder shall terminate automatically if the Licensor’s license in respect of the Software is terminated for any reason. In such circumstances, the Licensor shall give prompt written notice thereof to the End User. 6.4. Consequences of termination. In the event of any termination of this EULA for any reason: 6.4.1. any license granted by the Licensor under this EULA shall automatically terminate without further notice, and the End User shall make no further use of, or carry out any other activity in relation to, the Software; and 6.4.2. any installments of the Licence Fee due to be paid after the date of termination shall forthwith become due and payable by the End User, and the Licensor shall be under no obligation to reimburse the whole or any part of the Licence Fee. 6.5. Accrued rights. Termination of this EULA for any reason shall not affect the rights and obligations of the Parties accrued before termination, including any right to claim damages. The rights and obligations of the Parties set out in Clauses 5, 6, 7, and 8 shall survive any termination of this EULA for any reason. 7. General 7.1. Amendments. This EULA may only be amended in writing signed by duly authorized representatives of the Licensor and the End User. 7.2. Invalid clauses. If any provision or part of this EULA is held to be invalid, amendments to this EULA may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this EULA to the maximum extent permissible under applicable law. 7.3. No agency. Nothing in this EULA shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf. 7.4. Interpretation. In this EULA: 7.4.1. references to persons include incorporated and unincorporated persons and references to the singular include the plural and vice versa; 7.4.2. references to Clauses and Exhibits mean clauses of, and exhibits to, this EULA; 7.4.3. references in this EULA to termination include termination by expiry; and 7.4.4. where the word “including” is used it means “including without limitation”. 7.5. Governing law and jurisdiction. The validity, construction, and performance of this EULA shall be governed by and construed in accordance with the laws of the Kingdom of Denmark to which the Parties hereby submit. 7.6. No use of names, etc. Neither Party shall use the names, marks, trade names, trademarks, crests, logos, or registered images of the other Party without that Party’s prior written consent. 7.7. Entire agreement. This EULA, including the attached Exhibits, sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral and written agreements, arrangements, or understandings between them relating to such subject matter.