End user license agreement, Maintenance agreement, and Support agreement regarding software products developed or marketed by Holygon.

This Holygon Master Software Subscription Agreement (together with the Order referred to as the “Agreement”) constitutes a binding legal agreement between the End User or Customer (the “Licensee”) specified on the applicable ordering document, invoice, or accepted quote (the “Order”) and Holygon AB (“Holygon”), a Swedish company with European Union Company registry number SE559239532001 and head office post address at Dalbyvägen 5, 22460, Lund, Sweden (each a “Party” and collectively, the “Parties”) with regard to:

(i) Licensee use of the proprietary software defined in the Order with this Agreement, (ii) any updates provided by Holygon to Licensee (collectively, the “Software”), (iii) any standard installation materials, specifications, and system documentation relating to the Software made available by Holygon to Licensee (“Documentation”), and (iv) the provision of maintenance, support and other related services by Holygon. By accepting and signing the Order in connection with licensing the Software and purchase of related services, or by using the software, Licensee accepts the terms and conditions of this Agreement. Natural persons who have entered into this Agreement represents and warrants that the execution, delivery, and performance of the Order and this Agreement on the Licensees behalf has been duly authorized by the Licensee.

Order
To the extent that Licensee or an employee of Licensee is accessing the Software through a license granted to its organization or employer, or is accessing the Software as an individual user, the use of the Software is subject to the terms and conditions of this Agreement, order form or document, accepted quote, or other applicable written agreement between such organization or individual and Holygon, including without limitation the applicable number of licensed users and Software Subscription Fees. In the event of any conflict between the terms of this Master Software Subscription Agreement and the Order, the terms and conditions of the Order shall prevail.

General Software License
Holygon owns the title, copyright, and any other intellectual property rights in the Software. The Software is licensed, not sold. Subject to compliance with all of the terms and conditions of this Agreement and payment of Software Subscription Fees set forth in the Order, Holygon hereby grants to Licensee, a non-transferable, non-exclusive license to use the Software during the Term (a) in object code form for internal use within its business, (b) in accordance with any licensed client, volume and/or other limitations set forth in the Order for the Software prepared for Licensee by Holygon or an authorized Holygon reseller or distributor (“Reseller”), and (c) in accordance with the associated Documentation. 

Software Trial
The software may offer a Trial mode. Trials are intended only for users new to the Software, and only for the purpose of helping new users evaluate and get acquainted with the Software’s features, in order to make an informed choice of whether or not to order the software. Trials do not allow any commercial purpose or use.

Commercial Use
To employ Holygon Software for any commercial purpose, the licensee is required to use a Software Edition which is explicitly marked “For Commercial Use” or some equivalent such wording. The entitlement to commercial use is clearly marked at the Software point of sale. Some Software Editions will entitle the licensee to use the Software commercially purposes, other Editions forbid such use. Commercial purpose shall be taken to include any use by anyone working in or on behalf of a company, corporation, sole proprietorship, non-profit, foundation, government, government agency, municipality, university, school or any other organization, whether itself for-profit or not. Any purpose shall be regarded as commercial, unless it is strictly for personal recreation.

Beta Version
The software may be offered in Beta version. A Beta version implies that several features may still be missing, may not work as intended, or be subject to change. The Software is offered on an as-is basis. To help remedy issues encountered, the Licensee is encouraged to contact Holygon Support.

Backup
Licensee may make a copy of the Software for safekeeping or “backup” purposes, provided all original proprietary notices are retained on any such copy. This License is for Licensee’s internal use only; Licensee may not assign the license to any third party for any reason whatsoever.

Modification
The Licensee may not modify or create derivative works based upon the Software. Except to the extent expressly permitted by applicable law, and to the extent that Holygon is not permitted by applicable law to exclude or limit the following rights, the Licensee may not decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part. For clarification, Licensee shall be responsible for any of its employees or representative who is assigned to use the Software under this Agreement.

Delivery and Implementation
If applicable, Holygon or its vendor or service provider will electronically deliver to Licensee the Software listed in the Order, along with related installation instructions and Documentation as would be normally made available by Holygon in connection with the Software, promptly after execution of the Order. If not otherwise agreed in the Order, all Software products included under the applicable Order are to be installed by the Licensee.

Payment
The Software Subscription Fee set forth in the Order should be paid by Licensee before the start of each Term, except where other agreements have been specified. The standard Term is 365 days, except where agreed otherwise. The Software Subscription Fee may be lowered or increased at Holygon’s discretion. A changed Fee shall not affect entitlements in an ongoing Term. The Software Subscription Fee so adjusted shall apply for the next succeeding Term after which a new adjustment shall be made – and so forth.

Payment Terms
Licensee will pay to Holygon or Licensee’s Reseller (as applicable) all invoices related to the Software Subscription Fee and any other fees for use of the Software and related services within thirty (30) days of the date of the invoice. In case the Licensee fail to make payments in time the following shall apply. Overdue amounts are subject to a penalty interest charge of the lesser of ten percent (10%) per month and the maximum permitted by law. In addition, Holygon or Reseller, as applicable, shall be entitled to charge the Licensee statutory reminder fees, collection fees and comparable fees applicable from time to time. Except as explicitly stated in this Agreement, the Licensee will be responsible for all fees related to hosting or other third party fees related to the use of the Software and all taxes and charges with respect to the Software.

Documentation
With respect to electronic and other Documentation, Licensee may make any number of copies, either in hard copy or electronic form, provided that such copies shall be used only for internal purposes and are not republished or distributed externally.

Maintenance and Support Services
Holygon agrees to provide to Licensee software maintenance and support services according to this section in the Agreement, viz. (i) making available to Licensee updates or enhancements generally made available to Holygon’s customers from time to time, if any, and (ii) technical support, on an as-needed basis, to one Technical Contact designated by the Licensee, for the sole purpose of addressing technical issues relating to the use of the Software, which may include online technical support, and screensharing or phone technical support when deemed appropriat, at the sole discretion of Holygon, but which exclude any on-site technical support by Holygon personnel, agents or subcontractors (collectively referred to as the “Maintenance and Support Services”). Without limiting the generality of the foregoing, any requests by Licensee for additional features or functionality that fall outside of Holygon’s ongoing policy of updating or enhancing the Software are excluded from Maintenance and Support Services.

Support Hours and Point of Contact
Software Support is provided Swedish business days between 09:00 and 15:00 CET Monday through Friday, save for Swedish Public Holidays and Trettondagsafton, Skärtorsdag, Pingstafton, Midsommarafton, Allhelgonadagen, Julafton and Nyårsafton, and until 12:00 CET day before Public Holiday (“Business Hours”). The Support request must be made by the Licensee named Technical Contact to whom has the right to contact Holygon Support via e-mail to support@holygon.com. Holygon’s Helpdesk should take reasonable measures to respond within three business days after proper support request was submitted by the Technical Contact.

Licensee Obligations
If requested by Holygon, Licensee must upgrade the Software in its entirety to the most recent released version of the Software. Holygon may decline a request for technical support for a Software version that is not the most recent released version. Licensee acknowledges that it is solely responsible for ensuring that adequate back-ups are made.

Maintenance and Support Limitations
Holygon may refuse to provide technical support related to (i) Licensee data; or (ii) use of the Software by the Licensee not according to the Software Documentation. Licensee agrees that the hardware and the host software and related technical systems required by the Software will be operating properly and must have been and continue to be properly maintained by a properly qualified service organization. Corrections for difficulties or defects traceable to Licensee ’s errors or unauthorized changes, Licensee ’s hardware or cloud infrastructure and software, or conflicts with other software not identified by Holygon as compatible or part of the recommended operating environment are excluded from the Maintenance and Support Services.

Term and Termination
This Agreement enters into force upon one of the following events, whichever occurs first: a) when the Licensee signs the Order or b) when the Licensee start using the Software by installing the Software. This Agreement shall continue in full force and effect until the end of 12 months after this Agreement entered into force (“Initial Term”) and shall thereafter, if not terminated in accordance with this section, continue in full force during 12 months at the time. The Initial Term and each successive term are individually defined as “Term”. Other lenghts of term may be mutually agreed. Parties may terminate this Agreement by each other at least 1 month written notice prior to the end of each Term. Holygon has the right to immediately terminate the Licensee’s rights under this Agreement, in whole or in part, including the License to use the Software if the Licensee (or any user assigned by Licensee) breach any provision of this Agreement, in particular if the Licensee fail to pay any fees stipulated in the Order or this Agreement. Holygon is, in case of a breach, obligated to notify the Licensee in writing, and give the Licensee reasonable time to correct such breach before terminating this Agreement. Termination for breach shall not alter or affect Holygon’s right to exercise any other remedies for breach. Upon termination of the License, and if requested by Holygon, Licensee must permanently delete all copies of the Software under its control or in its possession, and upon request by Holygon, must provide a written confirmation of such deletion.

Infringement
Licensee will promptly notify Holygon of any infringement or attempted infringement of Holygon’s rights in the Software of which it becomes aware. Licensee will actively cooperate with Holygon in any action that Holygon may undertake to protect any of its rights in connection with the Software.

Indemnification
Licensee must defend or settle, at its own expense, any action brought against Holygon based upon the claim that any modifications to the Software or combination of the Software with other products infringes or violates any third party right; provided, however, that (i) Holygon shall notify Licensee promptly in writing of any such claim; (ii) Holygon shall not enter into any settlement without Licensee ‘s prior written consent; (iii) Licensee shall have control of any such action and settlement negotiations; and (iv) Holygon shall provide Licensee with information and assistance to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Holygon attributable to such claim. Holygon may decline to defend any action against Licensee brought by a third party based upon a claim that the Software infringes any right of such third party.

Warranties
Holygon is not responsible for Defects in the Software that are due to: a) incorrect use of the Software, including not using the version of the Software recommended by Holygon;  b) use of the Software contrary to Holygon’s written instructions; c) changes made by Licensee to the Software, or; d) a fault or deficiency in (or caused by) hardware or software used in conjunction with the Software and not provided under this Agreement. This Limited Warranty is the only express warranty made to the Licensee and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Holygon and its partners provide the Software on an as-is basis, with all faults and hereby disclaims all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the provision of or failure to provide Support services. Further, there is no warranty or condition of title or non-infringement with regard to the Software.

Limitations on transfer
Licensee shall not reassign this contract or Licensee’s rights hereunder without the prior written consent of Holygon. License entitlements are assigned to an individual physical end-user, unless explicitly agreed otherwise. Licensee shall not share, distribute, or resell Licensee’s entitlements. Notwithstanding the foregoing, Licensee may transfer this license without the consent of Holygon (i) to a wholly owned subsidiary, provided that by doing so Licensee shall be deemed to have agreed to indemnify Holygon for any loss that it suffers as a result of the transfer, or (ii) to such entity that acquires all or substantially all of the business and assets of Licensee. Any purported assignment without the required consent shall be null and void. As a condition of obtaining consent, Licensee may have to pay a transfer fee.

Confidentiality
“Confidential Information” means any material, data, or information in whatever form or media of a Party to this Agreement that is provided or disclosed to the other, except for any information that is: a) publicly available or later becomes available other than through a breach of this Agreement; b) known to the Licensee or its employees, agents, or representatives prior to such disclosure or is independently developed by the Licensee or its employees, agents, or representatives subsequent to such disclosure; or c) subsequently lawfully obtained by the Licensee or its employees, agents, or representatives from a third party without obligations of confidentiality.
The Licensee that has received Confidential Information shall exercise the same degree of care and protection with respect to the Confidential Information of Holygon that it exercises with respect to its own Confidential Information and in any event, at least diligent and prudent care. The Licensee shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of Holygon. Notwithstanding the above, either Party may disclose Confidential Information if so required by law (including court order or subpoena), provided that such disclosure is notified in time to Holygon to permit it to seek confidential treatment of its Confidential Information. The Licensee shall exercise its best efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with Holygon to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

Unauthorized Use or Distribution
Except in accordance with the License, Licensee shall not copy, duplicate, reverse engineer, decompile, disassemble, record, alter, merge, adapt, translate, create any derivative works, or otherwise reproduce any part of the Software or Confidential Information, nor attempt to do any of the foregoing, without the prior written consent of Holygon. Any tangible embodiments of the Software or Confidential Information that may be generated by Licensee, either pursuant to or in violation of this Agreement, will be deemed to be the sole property of Holygon and fully subject to the obligation of confidentiality.

Limitation of Liability
For any breach of this Agreement, Licensee ’s exclusive remedy and Holygon’s entire liability is, at Holygon’s option, either the correction of the Defects in the Software, re-performance of the service (if the breach arises out of Holygon’s service), or recovery by the Licensee of a part of the amount paid that reasonably relates to the breach, subject to the limitations set out below. Holygon is not liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, failure to realize expected savings, or other intangible losses (even if Holygon has been advised of the possibility of such damages), resulting from the Licensees use of the Software. To the extent permitted by law, Holygon’s liability to the Licensee in connection with any cause of action, costs or damages relating to this Agreement shall not exceed the total fees paid in the 3-month period preceding the event giving rise to the claim.

Relation of Parties
Nothing in this Agreement will create or imply an agency relationship between Holygon and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. Holygon may reproduce, display and use Licensees trade-marks and trade-names for the limited purpose of advertising Licensee ’s use of the Software in any of Holygon’s promotional materials, unless or until Licensee notifies Holygon in writing via email that Licensee does not agree to let Holygon repro duce, display and use Licensee ’s trade-marks and trade-names for such purpose. Licensee may not reproduce, display, or use Holygon trademarks and tradenames without the prior written consent of Holygon.

Intellectual Property
The Licensee acknowledges that the Software and all intellectual property rights pertaining to the Software are the property of Holygon and that the structure, organization, conent, and source code of the Software are valuable trade secrets of Holygon. Licensee must never extract code, reverse-engineer, crack, share, resell, or otherwise repurpose the Software, in whole or in part, or otherwise use the Software in any way that could hurt Holygon’s business interest. Licensee must not export the Software into a country that does not have copyright laws that will protect Holygon’s proprietary rights. Licensee agrees to use reasonable effort to prevent and protect the Software from unauthorized use, reproduction, distribution, or publication. Licensee shall not remove or obscure any license validation, entitlement checking, or Holygon copyright or trade-mark notices.

Governing Law and Disputes
This Agreement shall be governed by the substantive law of Sweden without reference to conflict of law principles. 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 seat of arbitration shall be Stockholm. Notwithstanding the provision of this section, Holygon is entitled to refer to a Swedish public court or the Swedish Enforcement Authority any claim for payment of outstanding License fees.

Force Majeure
Except as expressly provided otherwise in this Agreement, dates and times by which a party is required to render performance under this Agreement shall be automatically postponed to the extent and for the period of time that such party is prevented from meeting them by reason of an unforeseeable and irresistible event, including external causes with the same characteristics, provided the party so prevented promptly notifies the other party of the commencement and nature of such event or cause and the probable consequences thereof.

No Other Agreements
This Agreement is the complete and exclusive statement of the parties’ agreement relating to the particular subject matter hereof and supersedes all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the parties relating hereto.

Agreement Precedence
In case the licensee is subject to different versions of this Holygon end user license Agreement, for instance if the user is using Holygon software products or editions issued at different times, only the recentmost Agreement shall be taken to be valid.

Waiver
No waiver by either party of any default in performance on the part of the other party will constitute a waiver of any subsequent breach or default by the defaulting party.

Modification of Agreement
Holygon reserves the right, in its sole discretion, to change the terms of this agreement. Holygon shall inform Licensees of any such substantial change.