End-User License Agreement for Evalesco™ Software Products and Upgrades

1. Parties to the Agreement / The Subject Matter of the Agreement
1.1 This is a non-exclusive, legally binding Evalesco End-User License Agreement (hereinafter referred to as “EULA”) between Evalesco A/S, CVR/VAT no. DK30806883 , Denmark (hereinafter referred to as “Evalesco”), and you (hereinafter referred to as “End-User” (either an individual or a legal entity)). By installing, copying, accessing, downloading or otherwise using the Products, you agree to be bound by the terms of this EULA.
1.2 The subject matter of this EULA is the licensing to End-User of the software products delivered by Evalesco (hereinafter referred to as the “Products”). The Products are licensed, not sold.

2. End-User’s Rights and Obligations
2.1 End-User may use the licensed Products only for their intended purpose. End-User may only use each license key for one (1) installation at a time.
2.2 If the Products are marked as Demonstration or Trial versions, End-User is only entitled to use the Products for their intended purpose and only for the limited period for which it was issued (e.g. 30-day trial license etc.). Any deviation from this section requires prior written consent from authorized personnel of Evalesco.
2.3 End-User shall pay for the Products in accordance with the Agreement between End-User and Evalesco or an authorized Evalesco Reseller.
2.4 End-User may not sub-license, rent, lease or lend the Products. A separate agreement for Service Providers that wish to resell the Products as a web-based service is available on request.
2.5 It is End-User’s responsibility to secure that any possible hosting provider or other pertinent third party accepts and obeys the terms of this EULA on behalf of the End-User. Such third party may only accept this EULA on behalf of the End-User with prior written consent from the End-User. Evalesco can at any time demand the third party to present written authorization from the End-User.
2.6 End-User grants to Evalesco permission to use the End-User’s company name, logos and other trademarked material in Evalesco promotional materials, except if prohibited or limited explicitly in a separate agreement.

3. Evalesco’s Rights and Obligations
3.1 Evalesco shall render support services to End-User only in case authorized Evalesco Reseller has not fulfilled an obligation to render agreed support services to End-User or if Evalesco deems this to be necessary (e.g. in case of direct sales to End-User). With respect to technical information that End-User provides to Evalesco or to authorized Evalesco Reseller as part of the support services, Evalesco may use such information for its business purposes, including for product support and development. Evalesco shall under no circumstances utilize such technical information in a form that identifies End-User, unless separate written agreement states otherwise. Any supplemental software code provided to End-User as part of the support services shall be considered part of the Products and subject to the terms and conditions of this EULA.
3.2 Evalesco or Authorized Reseller shall receive reasonable payment for any support services rendered under section 3.1.
3.3 Section 3.2 does not apply in case the End-User is covered by a valid Upgrade & Service Subscription Agreement purchased from Evalesco or Authorized Reseller.

4. Evalesco Authorized Reseller’s Right to Sub-license the Products
4.1 Your Evalesco Authorized Reseller may make a one-time transfer of the license to the Products only directly to an end-user (or a Service Provider upon separate agreement). Such transfer may not be by way of consignment or any other indirect transfer. End-User agrees to comply with the terms of this EULA, including the obligation not to further transfer this EULA and Products, cf. section 2.4.

5. Duplication Rights / Back-Up Copy
5.1 End-User may make copies of the Products to the extent that such activity is permitted under mandatory statutory applicable law.
5.2 After installation of the Product(s) pursuant to this EULA you may keep a copy on the original media on which the Products were stored/provided and a copy for back-up and archival purposes.
5.3 The rights granted in section 5 of this EULA do not include the rights to use one (1) license key for several installations at a time, cf. section 2.1.

6. Reverse Engineering, De-Compilation, Disassembly, and Decoding
6.1 End-User or Reseller may not reverse engineer, de-compile, disassemble or decode the Products, except and only to the extent such activity is expressly permitted under mandatory statutory applicable law.

7. Trademarks
7.1 This EULA does not grant End-User any rights in connection with any trademarks or service marks of Evalesco or Authorized Reseller or other suppliers of the Products.

8. Upgrades and Support
8.1 Products identified as upgrades (major) or updates (minor) replace and/or supplement the licensed Products.
8.2 End-User is only entitled to licenses to upgrades if End-User is covered by a valid Upgrade & Service Agreement with Evalesco or Authorized Reseller. End-User may use the upgraded Products only in accordance with the terms of this EULA.
8.3 End-User is only entitled to technical support (only via telephone and/or internet) if End-User has a valid Upgrade & Service Agreement with Evalesco or Authorized Reseller.
8.4 End-User is entitled to access the web site of Evalesco and its support contents and documentation by means of user registration and log-in.

9. Copyright
9.1 The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
9.2 All title and intellectual property rights in and to the Products (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Products), the accompanying printed or on-line materials, and any copies of the Products are owned by Evalesco, Authorized Resellers or Evalesco suppliers. All rights not expressly granted are reserved by Evalesco.

10. Limited Warranty
10.1 Evalesco warrants that the Products will perform substantially in accordance with the accompanying written materials for a period of 360 (three-hundred-and-sixty) days from the date of receipt/invoice.

11. Disclaimer and Other Warranties
11.1 The limited warranty, cf. section 10, is the only express warranty made to End-User and is provided in lieu of any other express warranties (if any) created by any documentation. Except for the limited warranty, and to the maximum extent permitted under mandatory statutory applicable law, Evalesco and Authorized Reseller provide the Products “as is”, and hereby disclaim 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 Products, and the provision of or failure to provide support services. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the Products.

12. End-User’s Exclusive Remedy and Evalesco’s Entire Liability
12.1 End-User’s exclusive remedy and Evalesco’s entire liability, cf. also section 14, shall be, at Evalesco’s option from time to time, either:
(a) return of the price paid (if any), or
(b) repair or replacement of the Products that do not meet the Limited Warranty.
12.2 End-User will receive the remedy elected by Evalesco without charge, except in the event that End-User is responsible for any expenses that End-User may incur.
12.3 This Limited Warranty is void if failure of the Products is a result of accident, abuse, misapplication, abnormal use or a virus.

13. Limitation of Liability. Exclusion of Incidental, Consequential and Certain Other Damages
13.1 To the maximum extent permitted under mandatory statutory applicable law Evalesco shall in no event be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Products, or other obligations under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Evalesco or any supplier, and even if Evalesco or any supplier has been advised of the possibility of such damages.

14. Termination
14.1 Without prejudice to any other rights, Evalesco may terminate this EULA if End-User fails to comply with the terms and conditions of this EULA. In such event, End-User must destroy all copies of the Products.
14.2 End-User may terminate End-User’s license at any time. If End-User does so, all End-User’s licenses to the Products are terminated and any use of the Products shall discontinue, and End-User must destroy all copies of the Products.

15. Venue and Applicable Law
15.1 All disputes arising under this EULA shall be dealt with only by The Maritime and Commercial Court (Sø- og Handelsretten) of Denmark and in accordance with Danish law without reference to its choice of law provisions or The Conventions on the International Sale of Goods (CISG).

Upgrade & Service Subscription Agreement for Evalesco™ Software Products, Upgrades and Service

1. Preamble
1.1 This Upgrade & Support Subscription Agreement (hereinafter referred to as the U&S Agreement) lays down the extent to which Evalesco shall perform upgrades, cf. section 2.1, as well as the content of such Upgrades.

2. Definition
2.1 An Upgrade shall be construed as an upgrade of a part of the Product(s) delivered by Evalesco, which Product(s) contain(s) new technology and/or functionality. In terms of versioning numbers, an Upgrade is defined by a change of the X.Y ciphers in the total X.Y.Z Product versioning number, while a change in the Z cipher indicates a product update only, available to all End-Users of the given X.Y version.

3. End-User's Rights and Obligations
3.1 Having purchased a valid subscription to this Agreement, End-User is entitled to download, install and use all Upgrades implemented (released) throughout this U&S Agreement period, and shall therefore have access to Upgrade license keys accordingly.
3.2 End-User is entitled to receive a reasonable amount of Support (technical support via telephone or internet) from Evalesco or Authorized Reseller throughout this U&S Agreement period without further charge. Support exceeding reasonable amounts and/or on-site service and support shall be charged according to Evalesco's or Authorized Reseller's current conditions, respectively.
3.3 End-User shall render any required and reasonable assistance to Evalesco in connection with implementation of Upgrades.
3.4 End-User is not entitled to assign its rights and obligations under this Agreement.

4. Evalesco's Rights and Obligations
4.1 Evalesco expect to develop and implement (release) at least one (1) annual Upgrades, cf. section 2.1.
4.2 Evalesco or Authorized Reseller shall provide the Service, cf. section 3.2, during its office hours (for Evalesco: 9.00am through 16.30pm GMT+1). Service is generally not available during public holidays.

5. Payment
5.1 The annual U&S Agreement fee is listed in the current pricelists of Evalesco or in a separate agreement.
5.2 The first U&S Agreement period - purchased simultaneously with the initial purchase of the Products - continues from the expiry of the initial U&S coverage included in the initial Product license purchase, and runs for 12 months. The U&S Agreement is optional for the following U&S Agreement periods, however, it is automatically renewed for another 12 month unless notice of termination has been given in accordance with section 7.
5.3 The amount due is charged every year on the day and month of the start of the U&S Agreement. The terms of payment are 30 days net from the date of invoice, unless otherwise stated.
5.4 Overdue outstanding amounts will be charged with an interest equivalent to the discount rate (according to the National Bank of Denmark) + 6% from the due date until the payment is effectuated.
5.5 Evalesco will make efforts not to alter the amount of the annual payment. However, Evalesco is entitled to alter the amount of the annual payment by three (3) months prior written notice, in which event End-User is entitled to terminate the U&S Agreement with immediate effect.

6. Breach
6.1 If End-User is in material breach of its obligations under this U&S Agreement or under the End-User License Agreement for Evalesco? Software Products and Upgrades (EULA), Evalesco is entitled to terminate the U&S Agreement immediately. In such event End-User is not entitled to have any advance payment reimbursed pursuant to section 5.3.

7. Termination
7.1 End-User is entitled to terminate this U&S Agreement by three (3) months notice to the end of a U&S agreement period.
7.2 Evalesco is entitled to terminate this U&S Agreement by three (3) months notice from time to time. In such event, however, End-User is entitled to have a proportionate part of the advance payment reimbursed.

8. Other Provisions
8.1 The use of the Upgraded Products are subject to the EULA, cf. EULA section 8.2, also including sections 13 and 15.