SOFTWARE LICENSE AND SUPPORT TERMS FOR RAPID LICENSE OPTIMIZATION IMPORTANT UPON PURCHASE OF AND PAYMENT FOR THE SOFTWARE LICENSE AND SUPPORT SERVICES, USE OF THE SOFTWARE IS SUBJECT TO THE INFORMATIKA A.D. (INFORMATIKA) SOFTWARE LICENSE AND SUPPORT SERVICES TERMS AND CONDITIONS ("TERMS") SET FORTH BELOW. USING THE SOFTWARE INDICATES THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF END CUSTOMER ("LICENSEE") A ND THAT THE END CUSTOMER AGREES WITH THESE TERMS. READ THESE TERMS BEFORE ELECTRONICALLY DOWNLOADING THE SOFTWARE, INSTALLING THE SOFTWARE, CLICKING ON THE "YES" BUTTON OR ENTERING "I AGREE" IN RESPONSE TO THIS TERMS INQUIRY. ANY OF THE ABOVE ACTIONS INDICATE ACCEPTANCE OF AND LEGALLY BINDS LICENSEE AND INFORMATIKA TO THE TERMS SET FORTH BELOW. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO YOU AS THE LICENSEE, RETURN THE ENTIRE SOFTWARE PACKAGE UNUSED, INCLUDING THE DOCUMENTATION. 1. DEFINITIONS 1.1. "DOCUMENTATION" means manuals and other standard end user and technical documentation that Informatika ordinarily makes available with Software, including amendments and revisions thereto. 1.2. "EOL" or "End of Life" means end of the useful life of a version of the Supporting Operational Platform, meaning that manufacturer stopped marketing, selling, or reworking it. 1.3. "INVOICE" means an invoice or accompanying documentation, specifying Software and Support Services provided to the Licensee, that Informatika issues to the Licensee. 1.4. "LICENSE FEE" means the fee designated to Licensee by Informatika in consideration for grant of the Software License, stated in the Invoice. 1.5. "SOFTWARE" means the latest version of „INFO ASPEN“, Informatika’s software product in binary form as stated in the Invoice and its related Documentation, including any Update that Informatika may provide. 1.6. "SOFTWARE LICENSE" means the right to Use the Software which is granted to Licensee according to the Section 2 of these Terms. Each Software License is subject to corresponding License Fee as stated in the Invoice. 1.7. "SUPPORTED VERSIONS" means the most current version of the Software and the release immediately preceding the most current version of the Software. 1.8. "USE" means the normal use of Software according to the Documentation. All other rights are reserved unless otherwise specified in these Terms. This means that copying, modifications, distribution, sub-licensing, renting, leasing, publicly displaying or any other way of use is not allowed. 2) LICENSE 2.1. GRANT OF LICENSE In return for the License Fee, Informatika grants Licensee a non-exclusive and non-transferable license to Use the version of the Software listed in the Invoice in accordance with these Terms and only if the License Fee is paid. 2.2. GENERAL LICENSE TERMS 2.2.1. The Software is owned and copyrighted by Informatika. Licensee has no rights in the Software except as explicitly stated in these Terms. Licensee may not reproduce, modify, distribute or use the Software in any way not being granted under this Software License. These Terms confer no title or ownership and are not a sale of any rights in the Software or the media on which they are recorded or printed. Third party suppliers may protect their rights in the Software in the event of any infringement. 2.2.4. Licensee shall not disassemble, decompile or reverse engineer the Software without Informatika’s prior written consent and/or if allowed by the applicable law. Where Licensee has other rights under statute, Licensee will provide Informatika with reasonably detailed information regarding any intended disassembly or decompilation. 2.2.5. Software License is only transferable and able to use subject to Informatika’s prior written authorization and payment to Informatika of any applicable License Fees. All Terms will be binding on involuntary transferees, notice of which is hereby given. 2.3. Licensee who exports, re-exports or imports Informatika licensed products, technology or technical data purchased here under, assumes all responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. Informatika may suspend performance if Licensee is in violation of any applicable laws and/or regulations. 2.4. PROVIDED THAT THE LICENSE FEE HAS BEEN PAID FOR AND THAT THE SOFTWARE IS RUNNING UNDER THE CERTIFIED ENVIRONMENTS SPECIFIED IN THE RELEASE NOTES AND OTHER DOCUMENTATION FOR THAT SOFTWARE, INFORMATIKA WARRANTS THAT THE SOFTWARE SHALL WORK IN ACCORDANCE WITH SPECIFICATIONS. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO LICENSEE OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE REGARDING THE SOFTWARE. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS". 3. LICENSEE OBLIGATIONS In addition to providing Informatika with full, good faith cooperation and such information as may be required by Informatika in order to perform the Support Services, Licensee shall provide Informatika with (i) specific detailed information concerning Licensee's use of the Software as may be required for the performance of the Support Services,(ii) all necessary computer services information and access to key personnel needed to provide the Support Services. If Licensee fails or delays in its performance of any of the foregoing responsibilities, Informatika shall be relieved of its obligations here under to the extent such obligations are dependent upon such performance and Informatika shall not be liable for any delay, non-compliance or inadequate performance of its obligations or any damages or loss arising out of such non-compliance. 4. WARRANTY PROVIDED THAT FEES HAS BEEN PAID FOR, INFORMATIKA WILL ENABLE LICENSEE TO USE SOFTWARE AND TO RECTIFY OR PROVIDE SOLUTIONS TO PROBLEMS WHERE THE SOFTWARE DOES NOT FUNCTION AS DESCRIBED IN THE DOCUMENTATION, BUT INFORMATIKA DOES NOT GUARANTEE THAT THE PROBLEMS WILL BE SOLVED OR THAT ANY ITEM WILL BE ERROR FREE. THESE TERMS ARE ONLY APPLICABLE TO SOFTWARE RUNNING UNDER THE CERTIFIED ENVIRONMENTS SPECIFIED IN THE RELEASE NOTES AND OTHER DOCUMENTATION FOR THAT SOFTWARE. INFORMATIKA WILL PROVIDE THE LICENSEE WITH SUBSTANTIALLY THE SAME LEVEL OF SERVICES THROUGHOUT THE TERM. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO LICENSEE OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE REGARDING THE SUPPORT SERVICES. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS". 5. PAYMENTS Fees shall be invoiced in accordance with pricing stated at the official Informatika’s website being in use at the moment of invoicing. 6. GENERAL PROVISIONS 6.1. Licensee may not assign, sub-license or in any other way transfer any rights or obligations here under to any person or entity, in whole or in part, without prior written consent of Informatika. 6.2. TO THE MAXIMUM EXTENT ALLOWED BY LAW, INFORMATIKA SHALL NOT BE LIABLE FOR LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR COMPUTER PROGRAMS INCLUDING THE COST OF RECOVERING SUCH DATA OR COMPUTER PROGRAMS OR ANY OTHER BUSINESS OR PROPERTY DAMAGE, AS WELL AS FOR ANY INJURY, LOSS OR DAMAGE WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL ARISING OUT OF ANY CAUSE WHATSOEVER, EVEN IF FORESEEABLE OR IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 6.3. ANY LIABILITY OF INFORMATIKA SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND/ OR ANY OTHER TORTS. 6.4. Non-performance of Informatika will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, or other similar reason where failure to perform is beyond the control of Informatika. 6.5. Informatika is entitled to use Licensee's logos, trademarks, trade names, word marks, service marks and trade dress (hereinafter jointly referred as: Licensee's Trademarks) only for marketing and advertising purposes. Informatika is particularly allowed to use Licensee's Trademarks, as defined herein, in advertising, promotional and sales materials, as a referential phrase on Informatika’s web sites, in connection with book titles, magazines, periodicals, seminars, or conferences where Informatika participate. Informatika acknowledge that Licensee is the sole owner of the Licensee's Trademarks and obliged itself not to interfere with Licensee's Trademarks, including challenging them, registration of, or application to register such rights, alone or in combination with other words or symbols, anywhere in the world, and that it will not harm, misuse, or bring into disrepute any of them. 6.6. Licensee acknowledges that it has read these Terms, that it understands the Terms and agrees to be bound by them. Furthermore, the parties agree that this is the complete and exclusive statement of the Terms between the parties, which supersedes any and all previous communications, representations or agreements between the parties, whether oral or written, regarding the subject of these Terms. Licensee's additional or different terms and conditions will not apply, except if stated in Licensee's Invoice. 6.7. Informatika and/or interested third party may audit Licensee's Use of the Software (e.g., through use of software tools) to assess whether Licensee's Use of the Software is in accordance with invoice or compliance standards set by Informatika vendors or the law. Licensee will cooperate with such an audit and provide assistance and access to any information requested for this purpose and agrees to pay within 15 days of delivery of written notification any fees applicable to use of the Software in excess of Licensee's rights. Licensee agrees that Informatika shall not be responsible for any of costs incurred in cooperating with the audit. 6.8. These Terms may not be modified or altered except by a written amendment signed by an authorized representative of each party. 6.9. If any provision of these Terms is held to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and the parties will negotiate in good-faith a substitute, valid and enforceable provision which most nearly reflects the parties' intent in entering into these Terms, unless Informatika deems the unenforceable provision to be essential to these Terms, in which case Informatika may terminate these Terms, effective immediately upon notice to Licensee. 6.10. These Terms and performance here under shall be governed in accordance with the Serbian law without reference to its conflict of laws provisions, and any legal action with respect to these Terms shall be brought in the jurisdiction of the competent court in Belgrade. 6.11. No action, regardless of form, arising out of these Terms may be brought by Licensee more than one (1) year after the cause of action has arisen. 6.12. These Terms shall be biding on any legal successors, transferees and assignees. In such cases Licensee or its successors, transferees or assignees must notify Informatika of such changes. I, the Licensee, hereby state that I have read, that I understand and agree to these Terms.