REDUCT® – Software License Agreement

IMPORTANT NOTICE

THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE “LICENSEE”) AND THE LICENSOR. (“REDUCT”) CONCERNING THE PROGRAM(S) AND DOCUMENTATION DELIVERED HEREUNDER. BY INSTALLING THE PROGRAMS, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO DO SO, RETURN THE UNOPENED PACKAGE AND EQUIPMENT IMMEDIATELY FOR A FULL REFUND.

DEFINITIONS. “Reduct”, for purposes of this Agreement, means the corporate entity of the Reduct® Group designated by Reduct® NV, Molenberglei 42, B-2627, Schelle, Belgium, or any other affiliate of the Reduct® Group as being the legally entitled license holder.

“Product”, means any individual product manufactured by Reduct that is accompanied by a Program.

“Licensee” means you, whether an individual or an entity, to whom Reduct grants the License, and who is responsible for complying with the contractual obligations of the License, and ensuring that anyone permitted access to the Programs also complies with such obligations.

“Affiliate” means a legal entity which is controlled by, or controls, or is under common control with Licensee. Control means (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities, or (ii) a fifty percent (50%) or greater interest in the profits and capital of a partnership or other business organization without voting securities.

“Documentation” means the user guides, if any, accompanying delivery of a Program, as may be updated from time to time. Documentation may be delivered in printed and/or online forms, and in one or more languages.

“Licensed User” means a user of the Program, designated by the Licensee as authorized to use the Program for Licensee’s System Operations, to the extent permitted by the License Option acquired.

“System Operations” means the use by Licensed User of a Program for interpretation of data obtained by a specific Product owned by Licensee or an Affiliate on behalf of the Licensee.

“License Option” means the specific rights, restrictions, and obligations under which Licensee may install and use a Program pursuant to this Agreement, including those related to the permitted Installation Type(s) as described under Section 4, and including restrictions associated with the License being an “Annual License”, or “Product Lifelong License” as described under Section 8.

“Licensor” means the person who, or entity which, grants a license to Reduct to redistribute that person’s or entity’s intellectual property.

“Programs” or “Program” means the computer software delivered and licensed hereunder, including Documentation, enhancements and error corrections. Each product from Reduct is a separate Program. The computer software programs include, but are not limited to, X-Traction®, X-View® and X-Query®.

“Third Party” means any person or legal entity that is not Reduct, the Licensee, or an Affiliate.

“Maintenance Services” means those services that are accompanied by the delivery of the Product, pursuant to the terms and conditions of the License.

LICENSE GRANT.

Reduct hereby grants to Licensee, subject to the terms of this Agreement, a non-exclusive, non-transferable license (the “License”) to install and use the Program solely on computer systems controlled by Licensee, in accordance with the License Option acquired and associated permitted Installation Type provisions contained herein, and solely for System Operations.

LICENSE RESTRICTIONS.

The License is subject to the express restrictions set forth below. Licensee shall not, and shall not permit any Third Party to: modify, or create any derivative work of, any part of the licensed Programs, except as expressly permitted herein;

adapt, translate, copy, mimic or convert all or any part of a Program in order to create or combine software, a principal purpose of which is to perform the same or similar or create enhanced functions as Programs licensed by Reduct or to take, replace or create enhancement of any component of the Programs for own use, commercialization or any other financial gain or otherwise;

rent, lease, or loan the Programs; use the Programs for supporting Third Parties’ use of the Programs, time share the Programs, or provide service bureau use, outsource, or in any way operate or use the Reduct Products with non-Reduct supplied hardware, software, programs, data or specifications, regardless of whether such combination is recommended by Reduct or contemplated by Reduct’s Product documentation;

disassemble, decompile, reverse engineer the Programs or otherwise attempt to gain access to its method of operation or source code (other than files provided for convenience in source code form by Reduct);

sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (whether by sale, exchange, lease, gift, or otherwise) to a Third Party the Programs, any copy or portion thereof, or any License or other rights thereto, in whole or in part, without Reduct’s prior written consent, except as expressly permitted herein;

alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in copies of the Programs;

use Reduct’s name, trade names, logos, or other trademarks of Reduct or any of its Affiliates or Licensors in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any Third Party, except in the form provided by Reduct, and then solely for purposes of identifying Reduct’s Programs;

provide access (directly or indirectly) to the Programs via the Web or Internet Application, or any file-sharing method or system, without acquiring an express license from Reduct to do so;

copy, make available for copy, or otherwise reproduce the Programs, in whole or in part, except either (a) as may be required for their installation into computer memory for the purpose of executing the Program in accordance with the License Option and associated permitted Installation Type(s), (b) as expressly permitted herein;

access or use Programs that Licensee is not currently licensed to access or to use;

disclose the personal license password and/or license file to a Third Party or allow them to be used except for installation and use of the Programs as provided herein;

republish the Documentation; and/or create a server, for code generation, compilation, or other Programs.

PERMITTED INSTALLATION TYPE.

The License Option permits only the Standalone Named User Installation Type. Program use is restricted to the single, designated Named User.
Programs may be installed and operated on up to three individual, standalone computers, provided the Programs are only accessible to, and operated by, the Named Users for that License. Network installation is prohibited.

The locations of the stand-alone computers used by the Named User to run the Programs are not limited, the computers may be located at work or on a laptop. Licensee may only designate one single individual physical person to access or use of the Programs under each Named User License. Licensee may replace the Named User for a Program, whether temporarily or not, no more than four times per year.

NONCOMPETITION.

Licensee agrees not to use the Programs, derivative forms, generated forms, or Program Components to distribute its own or a third Party’s application, a principal purpose of which, as reasonably determined by Reduct, is to perform the same or similar functions as Programs licensed by Reduct or which replaces any component of the Programs. Licensee shall not otherwise use the Programs to compete with the products or businesses of Reduct, including by distributing libraries, or any form of an entire Program or a portion of a Program, or operate or use Reduct Products and Programs with non-Reduct supplied hardware, software, programs, data or specifications, regardless of whether such combination is recommended by Reduct or contemplated by Reduct’s Product documentation, a principal purpose of which, as reasonably determined by Reduct, is to compete with the products or business of Reduct.

RETENTION OF RIGHT, TITLE AND INTEREST BY REDUCT AND ITS LICENSORS.

The Programs shall at all times remain the property of Reduct and/or Reduct’s Licensors and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Programs, so as to enable Licensee to satisfy its obligations under the terms of this Agreement.

LICENSES FOR THIRD PARTY SOFTWARE.

Reduct has been granted licenses to distribute certain Third Party software. As a condition of those licenses, Reduct is required to distribute the software to Licensee subject to specific terms and conditions, which may be different from or additional to those contained herein for Reduct’s Programs. Licensee understands and agrees that acceptance of this Agreement also confirms Licensee’s acceptance of the applicable provisions for use, including the restrictions on use, of such Third Party software. Licensee may contact Reduct to obtain the current applicable provisions. Licensee’s breach of the applicable provisions of any Third Party’s license terms shall also be considered a material breach of this Agreement.

LICENSE DURATION (“TERM”).

This Agreement shall continue until the earlier of (a) termination by Reduct or Licensee as provided below, or (b) such time as there are no Programs being licensed to Licensee hereunder. For Annual Licenses: Licensee understands and agrees that each Annual License will expire automatically and immediately after its corresponding period of one (1) year, unless Licensee renews its License by remitting the then current annual License fee. Licensee understands that the Programs will stop operating unless Licensee pays the License fee and is provided new annual passcodes.

For Term Licenses: Licensee understands and agrees that each Term License will expire automatically immediately after the corresponding period of the term licensed, unless Licensee renews its License by remitting the then current term License Fee. Licensee understands that the Programs will stop operating unless Licensee pays the license fee and is provided new term passcodes.

For Product Lifelong Licenses: Licensee understands and agrees that the Product Lifelong License shall be in force for the duration of the Product being active, and for and until a period of two (2) years from the date of Product’s latest calibration under the Maintenance Services terms and conditions of the License, whichever is less, after which the Product Lifelong License will expire automatically and immediately.

TERMINATION.

Reduct may terminate this Agreement and all Licenses granted hereunder by written notice to Licensee if Licensee breaches any material term of this License, including failure to pay any License fees due, and Licensee has not cured such breach within sixty (60) days of written notification. Reduct may immediately terminate upon notice this Agreement and all Licenses granted hereunder should Licensee breach the terms and conditions of Sections 2, 3, 4, 5 and/or 8. Licensee may terminate this License at any time, for any reason. Licensee shall not be entitled to any refund if this License is terminated. Upon termination, Licensee shall promptly return all copies of the Programs in Licensee’s possession or control, or promptly provide written certification of their destruction.

EXPORT CONTROL.

The Programs may be subject to U.S. export control laws or other (U.S. and non-U.S.) governmental export and import laws and regulations. Notwithstanding any other term of this Agreement or Third Party agreement, Licensee’s rights under this Agreement may not be exercised by Licensee or any Third Party in violation of such laws and regulations, nor may this Agreement be transferred to any party where doing so would result in such a violation. The terms of any limitation on the use, transfer, export or re-export of the Programs imposed by Reduct in any Destination Control Statement or other document for the purpose of export control shall prevail over any term in this Agreement. It shall be Licensee’s responsibility to comply with the latest United States or other governmental export and import regulations.

TAXES, DUTIES, CUSTOMS.

Absent appropriate exemption certificates or other conclusive proof of tax exempt status, Licensee shall pay all applicable sales, use, excise, value-added, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this Agreement or the Licenses granted hereunder.

ASSIGNMENT.

Licensee may not assign or otherwise transfer this Agreement and its rights and obligations hereunder, in whole or in part, by operation of law or otherwise, without the written consent of Reduct. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. Reduct may charge Licensee a fee for any permitted assignment.

LIMITATION OF LIABILITY.

The Programs should not be relied on as the sole basis to solve a problem or implement a design whose incorrect solution or implementation could result in injury to person or property. If a Program is employed in such a manner, it is at the Licensee’s own risk and Reduct and its Licensors explicitly disclaim all liability for such misuse to the extent allowed by law. Reduct and Reduct Licensors’ liability for death or personal injury resulting from negligence or for any other matter in relation to which liability by law cannot be excluded or limited shall not be excluded or limited. Except as aforesaid, (a) any other liability of Reduct and its Licensors (whether in relation to breach of contract, negligence or otherwise) shall not in total exceed the amount paid to Reduct under this Agreement, for the Program and the System Operation with respect to which the liability in question arises; and (b) Reduct and its Licensors shall have no liability for any indirect or consequential loss (whether foreseeable or otherwise and including loss of profits, loss of business, loss of opportunity, and loss of use of any computer hardware or software). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to Licensee.

LIMITED WARRANTY/LIMITATION OF REMEDIES.

Reduct warrants that Reduct, on its own behalf or through its Licensors, has the right to grant the License rights hereunder. Reduct warrants that the physical media provided shall be free from defects in material and workmanship for a period of ninety (90) days from delivery, or it will be replaced by Reduct at no cost to Licensee. Reduct further warrants, for a period of one (1) year from delivery or for the term of the License, whichever is less, that each copy of each Program will conform in all material respects to the description of such Program’s operation in the Documentation. In the event that a Program does not operate as warranted, Licensee’s exclusive remedy and Reduct’s sole liability under this warranty shall be the correction or workaround by Reduct of major defects within a reasonable time. Should such correction or workaround be impractical, Reduct may, at its option, terminate the relevant License and refund the initial License fee paid to Reduct for such Program.

DISCLAIMER OF WARRANTIES.

Except for warranties expressly set forth in Section 13 and 14 of this Agreement (or as implied by law where the law provides that the particular terms implied cannot be excluded by contract), any and all Programs and Documentation are delivered “as is” and Reduct makes and the Licensee receives no additional express or implied warranties. Reduct and its Licensors hereby expressly disclaim any and all other conditions, warranties, or other terms of any kind or nature concerning the Programs and Documentation (including, without limitation, any with regard to infringement, merchantability, quality, accuracy, or fitness for a particular purpose or Licensee’s purpose). Reduct also expressly disclaims any warranties that may be implied from usage of trade, course of dealing, or course of performance. Except for the express warranties stated in Section 13 and 14 of this Agreement, the Programs and Documentation are provided with all faults, and the entire risk of satisfactory quality, performance, accuracy, and effort is with Licensee. Reduct does not warrant that the Programs and Documentation will operate without interruption or be error free. Some states and countries do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Licensee. The warranty in Section 14 gives Licensee specific legal rights and Licensee may also have other rights which vary from state to state and country to country. Licensee accepts responsibility for its use of the Programs and the results obtained therefrom.

GOVERNING LAW; JURISDICTION.

This Agreement shall be interpreted, enforced and construed and the rights of the parties hereunder governed in all respects by the laws of Belgium, without regard to its conflicts of law provisions, and both parties consent to the jurisdiction of the courts located in Belgium and consent to the service of process, pleadings and notices in connection with any and all actions initiated in such courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. To the extent any governing law, treaty, or regulation is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this Agreement shall not be affected. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties further agree that the Uniform Computer Information Transactions Act, or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the Opt-Out provision(s) contained therein.

COMPLIANCE AND AUDIT RIGHTS.

Licensee agrees to notify Reduct promptly upon discovery of any failure to comply with one or more Licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm Licensee’s compliance with the terms and conditions of this Agreement, Licensee agrees to allow Reduct to audit Licensee’s use of the Programs, and to provide Reduct access to Licensee’s facilities and computer systems, and cooperation from Licensee’s employees and consultants, as reasonably requested by Reduct in order to perform such audit, all during normal business hours, and after reasonable prior notice from Reduct. If an audit discloses that Licensee has failed to comply with one or more Licenses, and such failure to comply could have in part or in whole been avoided by Licensee having paid additional License fees to expand the scope of the License or Licenses, then Licensee shall promptly pay Reduct such Licensing fees (at Reduct’s then current rates) and, in addition to paying the unpaid License fees, also reimburse Reduct the full cost of such audit.

ENTIRE AGREEMENT.

This Agreement, and any applicable Addendum thereto including any documents referenced therein are incorporated herein by reference, and contain the entire understanding of the parties and may not be modified or amended except by written instrument, executed by authorized representatives of Reduct and Licensee. In the event of any conflict between this Agreement and any purchase order executed by Licensee (whether executed before or after this Agreement), this Agreement shall prevail.

Questions and comments? Please email to info@reduct.net.