GENERAL TERMS AND CONDITIONS FOR SOFTWARE LICENSES
PLASMA MATTERS B.V.
1. GRANT OF LICENSE
The software(s) You have ordered (individually and jointly the “Software”) are
licensed, not sold, by PLASMA MATTERS B.V. (“PM”) or an agent appointed by PM
pursuant to the terms and conditions of the non-exclusive license agreement,
quotation or order confirmation issued to You by PM and these general terms and
conditions (jointly the “Agreement”). PM grants to You a non-transferable, non-
exclusive, limited license, without right to sublicense, to use the Software in
accordance with this Agreement. Your right to use the Software encompasses the
right to use only the Software You have paid for. Your license will automatically
terminate at the end of the license period You have paid for and PM will have no
obligation to provide You with any updates or new versions of the Software
following the end of the license period You have paid for. This Agreement also
covers all future updates of the Software and any future additional license(s), and
additions thereto, provided to You by PM.
2. SOFTWARE AND DOCUMENTATION
PM provides You with a binary version of the Software with the capabilities set forth
in the Software manuals. PM grants to You the permission to print and duplicate all
Software manuals for internal use only.
If requested by You and deemed necessary by PM for the purpose of performing
PM’s obligations under this Agreement, You shall at Your expense provide PM with
priority access to the relevant server or computer and shall make available Your
expert systems personnel to assist with all local system interfaces.
3. USE OF LICENSE
For each license You have paid for, You may use the Software on any number of
sites and by any number of users at a time. 'Use' means loading the Software in
temporary memory or permanent storage on a computer. If the Software is installed
on a portable computer, You may use the Software only temporarily outside of any
of Your sites.
You hereby grant PM the right to perform an audit of any misuse of the Software
during normal business hours, and You agree to cooperate with PM in such audit,
and to provide PM with all records reasonably related to Your use of the Software.
The audit will be limited to verification of Your compliance with the terms of this
Agreement and shall not be put into use by PM unreasonably.
4. RESTRICTIONS
All use of the Software shall be under the supervision and control of a Contact
Person. You shall notify PM of the name of the Contact Person.
The Software may only be used for processing of Your own information and only in
Your normal course of business. You are in no event allowed to make systematic
mappings of results for generation of e.g. look-up tables, alternative software,
networks or similar or make all or any part of the Software available to any third
person as part of a data services operation or otherwise. Nothing herein entitles You
to the receipt of, use of, or access to source code.
You are not allowed to (i) modify, amend, alter, revise, enhance or otherwise change
(any part of) the Software, (ii) take any action, such as reverse assembly, reverse
compilation or otherwise reverse engineer, to derive a source code equivalent to
(any part of) the Software’s or the function and structure of (any part of) the
Software, (iii) copy, sell, license, sublicense, rent, lend or otherwise dispose of (any
part of) the Software, (iv) make the Software or any portion thereof available to any
third party, (v) use (any part of) the Software in a way that would endanger its
quality as a trade secret, (vi) take the library of the Software and integrate it in any
way with any of Your own (interface) software, or, if an academic license is granted,
(vii) use (any part of) the Software – directly or indirectly – for any commercial
purpose whatsoever. You hereby warrant, that You are not intending to (a) develop
competitive products or (b) use the information gained from PM or the Software to
improve other similar products.
5. PROPRIETARY RIGHTS
You acknowledge and agree that the Software is the proprietary information of PM
or its partners and that all copies of the Software, as well as proprietary rights in and
to the Software, including all copyrights, patent and trade secret rights, are and shall
remain the sole property of PM or its partners, and that this Agreement grants You
no title or rights of ownership in (any part of) the Software. You agree not to remove
or destroy any proprietary markings or legends placed upon or contained within the
Software.
6. FEES AND TERMS OF PAYMENT
You shall pay to PM all fees for the license(s) and support services agreed upon
between You and PM. The fees as quoted by PM are valid for the time period stated
in the quotation.
In addition to the above-mentioned fees, You agree to pay all taxes and duties,
including, but not limited to, sales, use or excise taxes, custom, clearing or
forwarding duties, or amounts levied in lieu thereof, based on fees and charges
payable under this Agreement or based on Your use of the Software.
Payment shall be made within 14 days of the invoice date, to the bank account
specified in the invoice.
8. LIMITATION OF LIABILITY
You expressly acknowledge that (i) PM AND ITS PARTNERS SHALL NOT BE LIABLE
FOR LOSS OF PROFIT, LOSS OF BUSINESS, CONSEQUENTIAL LOSS OR OTHER
FINANCIAL LOSS WHICH MAY BE CAUSED BY, DIRECTLY OR INDIRECTLY, THE
INADEQUACY OF THE SOFTWARE FOR ANY PURPOSE OR USE THEREOF OR BY ANY
DEFECT OR DEFICIENCY THEREIN, (ii) the liability of PM and its partners, if any, shall
not exceed the amounts paid by You under this Agreement, and (iii) no action,
regardless of form, arising out of any transaction under this Agreement may be
brought by You more than six months after You have, or by the exercise of
reasonable diligence should have had, knowledge of the occurrence which gave rise
to such action. The Software is provided on an ‘as is’ basis, including all its faults and
errors, and no specific indemnities, representations or warranties, whether express,
implied, statutory or otherwise, with regard to the Software are given by PM to You.
9. TERMINATION
PM shall have the right, without further obligation or liability to You, to terminate
this Agreement and Your license hereunder immediately upon Your breach of any
provision of this Agreement or by means of termination of Your license as described
in Section 1. Your obligations under Section 4, Section 5, the last Paragraph of this
Section 9 and Section 11 and Your obligation to pay all fees and charges accrued as
of the date of any such termination shall survive any such termination. PM´s
termination of this Agreement and/or repossession of the Software shall be without
prejudice to any other remedies that PM may lawfully have by virtue of Your breach.
You shall have the right without further obligation or liability to PM, except for Your
obligation to pay accrued fees and charges and Your obligations under Section 4,
Section 5, the last Paragraph of this Section 9 and Section 11, to terminate this
Agreement and Your license hereunder if PM breaches any provision of this
Agreement and fails to remedy such breach within three weeks following a written
notice from You.
Upon the expiration or termination of this Agreement, the license and all other
rights granted to You shall immediately cease, and You shall immediately (i) return
the Software to PM including all documentation and manuals and purge all copies of
the Software, and (ii) give PM written confirmation that You have complied with the
obligations under this Paragraph.
10. ACKNOWLEDGEMENT
You agree to provide suitable acknowledgment of the Software in publications and
reports which use results generated by the Software. You agree that PM may use
Your name and logo towards interested third parties for reference and marketing
purposes only.
11. GENERAL PROVISIONS
This Agreement shall be governed by and constructed in accordance with the laws of
the Netherlands and the parties hereto agree to submit to the exclusive jurisdiction
of the Dutch court of Amsterdam.
This Agreement supersedes all proposals, oral or written, and all negotiations,
conversations or discussions between the parties relating to this Agreement. You
acknowledge that You have not been induced to enter into this Agreement by any
representations, warranties or statements, oral or written, not expressly contained
herein.
This Agreement shall not be deemed or construed to be modified, amended,
rescinded, cancelled or waived, in whole or in part, except by written amendment
signed by the parties hereto. If any provision of this Agreement is held invalid or
unenforceable by an agent of competent jurisdiction, the remaining provisions shall
nevertheless remain valid.