LICENSING CONDITIONS FOR TOLERANCE DATA

LIST OF CONTENTS

1. DEFINITIONS
2. EXTENT OF LICENCE RIGHTS
3. COPYING
4. PERMITTED USE, NEW FUNCTIONS AND CHANGES
5. NON-MATERIAL RIGHTS/COPYRIGHT  
6. CORRECTING FAULTS
7. LIMITED LIABILITY
8. FORCE MAJEURE
9. TRANSFER
10. DURATION
11. TERMINATION
12. VALIDITY AND LEGAL DOMICILE

1. DEFINITIONS

1.1. “Access codes”: These are the codes that form a key to opening the Programme and allow the Licence holder to use the Programme.

1.2. “Tolerance”: means Tolerance A/S, Fabrikvej 12, 8800 Viborg, who own the rights to the Programme as stated in these Licensing Conditions.

1.3. “Data store”: means an electronic unit on which the EBD programmes and data are stored (i.e. machine, data processor, PC or server).

1.4. “Documentation”; means any electronic and written aid developed by Tolerance for the Programme and to which the Licence Holder acquires user rights at any time and any description prepared by Tolerance in connection with the Programme.

1.5. “Licensing Conditions”: means these Licensing Conditions as issued by Tolerance.

1.6. “Programme”: means those parts of the most recent version of Tolerance’s EDB software programme, including New Versions, Hot Fixes and Service Packs and all third party software programmes that have been wholly or partially integrated by Tolerance as part of Tolerance’s EDB software programme, to which the Licence Holder acquires user rights at any time together with relevant Documentation.

2. EXTENT OF LICENCE RIGHTS

2.1. Tolerance hereby grants the Licence Holder user rights. These non-exclusive user rights to the Programme only confer the right to install on one Data Store at a time. The duration and detailed extent of the user rights are shown on the invoice and can be read under the menu “Administration” after installation and activation.

2.2. The licence rights are conditional upon payment of the licence fee.

3. COPYING

3.1. The Licence Holder is only permitted to take copies of the programme for archiving or back-up purposes. In all other cases, copying will take place in accordance with Tolerance’s copyright.

3.2. The use of these copies is subject to the terms and rules of the Licensing conditions. The License Holder is not entitled to make further copies of the programme unless otherwise stipulated in binding legislation.

4. PERMITTED USE, NEW FUNCTIONS AND CHANGES

4.1. The printing out and using of the Programme’s data or information in hard copy is only permitted in accordance with these Licensing Conditions, the accompanying letter and to the extent that the licence fee has been paid.

4.2. The Licence holder is not permitted to change the Programme without Tolerance’s prior written consent.

4.3. The Licence Holder is not entitled to translate the Programme from object code to source code, e.g. by undertaking reverse engineering, disassembling or de-compilation of the Programme, unless this is required in accordance with binding legislation, in which case the Licence Holder will inform Tolerance in writing if the Licence Holder wishes to undertake this, giving at least ten days notice.

4.4. Tolerance is entitled at any time, including when issuing a new version, release, Service Pack or update of the Programme, to add new functions or content to the Programme and to change or remove previous functions and content without the consent of the Licence Holder.

4.5. The Licence Holder may only add new functions to the Programme after prior consent from Tolerance and then only with the use of approved tools. This also applies to the incorporation of external functions that are supported by the Programme.

5. NON-MATERIAL RIGHTS/COPYRIGHT

5.1. Tolerance owns the complete copyright, access rights and all other rights to the Programme apart from parts of the product produced by a third party and to which that party has complete rights. The Programme is protected in accordance with copyright law. Any infringement of Tolerance’s and/or any third party supplier’s rights, including careless use of the Programme that enables third-party copying of the Programme will be considered a breach of these terms and conditions.

5.2. The Licence Holder is not entitled to break or change any Security Codes. The Licence Holder is not entitled to change or remove information in the Programme or on those media on which the Programme is supplied concerning rights, trademarks or the like.

6. CORRECTING FAULTS

6.1. The Licence Holder is obliged to check and test the Programme immediately after receiving it. Tolerance is obliged to supply a new copy of the Programme for a period of three months after delivery, if the medium on which the Programme is supplied is not legible.

7. LIMITED LIABILITY

7.1. Under no circumstances will Tolerance be liable for the loss of expected earnings, data, damage to registrations or data or other direct or indirect loss or secondary loss (including but not limited to the loss of goodwill as a result of any other form of business stoppage) in connection with the use of the Programme or loss as a result of inadequate or faulty programme functioning or service provision in connection therewith, irrespective of whether Tolerance was informed of the possibility of such loss and irrespective of whether the damage was caused within or outside the terms of the contract.

7.2. The above limitation in liability also includes any product responsibility that Tolerance might incur as a result of he loss of or damage to property normally used for commercial purposes to the extent that this does not conflict with binding legislation.

7.3. Under no circumstances will Tolerance’s total liability for loss or damage exceed the licence fee paid for the use of the Programme by the Licence Holder during the last 18 months.

7.4. Tolerance is not liable for faults or shortcomings that are not related to the Programme but to external effects, including other programmes. Tolerance is further not liable for the integration or interplay between the Programme and the Licence Holder’s own EDB environment and organisation.

7.5. Insofar as the Licence Holder undertakes or commissions changes to the Programme, the Licence Holder will bear the responsibility for such changes and the consequences thereof in the Programme. This means that the Licence Holder cannot claim against Tolerance, irrespective of the circumstances, if the liability relates to such changes in the Programme.

7.6. Tolerance provides no guarantee in connection with the implementation of updates, New Versions, releases or Service Packs for the Licence Holder’s ability to make full use of possible changes in the user logic of the Programme or parts thereof that the Licence Holder has undertaken or commissioned.

8. FORCE MAJEURE

8.1. Neither of the parties is liable for damage incurred by the other party as a direct or indirect result of the other party being delayed in or prevented from fulfilling its obligations under the terms of these Licensing Conditions as a result of force majeure. Force majeure includes events such as war and military mobilisation, natural catastrophes, strikes, lockouts, arson, import and export restrictions and other circumstances over which the party concerned has no control.

9. TRANSFER

9.1. The Licence Holder is only permitted to transfer the right to use the Programme in its entirety to a third party with Tolerance’s prior written consent. Tolerance is entitled to transfer all of its rights and obligations in relation to these Licensing Conditions wholly or in part to any third party without the Licence Holder’s consent.

9.2. When transferring its licence, the Licence Holder is obliged to ensure that the other party accepts and will conform to Tolerance’s Licensing Conditions. The Licence Holder is liable for any breach by the other party of these Licensing Conditions.

9.3. In connection with any such transfer, the Licence Holder will provide the other party with the original Programme and all related material and may not retain any copy of the Programme. Any Programme for which several copies are licensed can only be transferred in its entirety. If the Programme is an update, the transfer must include all earlier versions of the Programme received by the Licence Holder.

9.4. When a transfer has taken place in accordance with the above, the Licence Holder’s licence for the Programme in accordance with these Licensing conditions is withdrawn.

10. DURATION

10.1. These Licensing Conditions are valid for the Programme supplied herewith. The Programme may only be used to the extent that licensing fees are paid.

10.2. Upon receipt and installation of any update, the new Licensing Conditions accompanying the update will replace these Licensing Conditions.

11. TERMINATION

11.1. Licence Holder

11.1.1. The Licence Holder is entitled to terminate these Licensing Conditions with one month’s written notice to Tolerance.  Upon such termination, the Licence Holder is not entitled to claim repayment of any licence fees paid. Within the above period of one month, the Licence Holder will return the Programme to Tolerance or conform to any other instructions issued by Tolerance and destroy all versions and copies of the Programme, data and information, apart from one archive copy of the programme insofar as this is required in accordance with binding legislation.

11.2. Tolerance

11.2.1. Apart from the right to terminate these Licensing Conditions as expressly laid down in these Licensing Conditions, Tolerance is only entitled to terminate these Licensing Conditions as a result of a significant breach of these Licensing Conditions by the Licence Holder. In such cases, all of the Licence Holder’s rights in accordance with these Licensing Conditions, including user rights, are withdrawn. The Licence Holder cannot demand repayment of any part of the licence fee paid and is obliged to return the Programme and all documentation to Tolerance and to destroy any back-up or archive copy thereof. Tolerance can also claim compensation for any loss that Tolerance might incur as a result of such a breach.

11.2.2. Tolerance is entitled at any time to cease making updates, New Versions, releases or Service Packs for the Programme. The Licence Holder cannot make any claim against Tolerance on these grounds.

12. VALIDITY AND LEGAL DOMICILE

12.1. Insofar as any rule in these Licensing Conditions is declared invalid, contrary to law or without legal force, this will not affect the rest of the contract and the rule in question will be changed or reformulated in accordance with law in order to reflect Tolerance’s original intentions as far as possible. Any rule in these Licensing conditions that, by its nature, extends beyond the time when the Licensing Conditions are terminated will continue to be valid and binding to the parties.

12.2. These Licensing Conditions are subject to Danish law and will be interpreted in accordance therewith. Any dispute between the parties will be resolved in Tolerance’s local court.