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END-USER LICENSE AGREEMENT (Standard version)

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a legal entity) and Aspected (a subsidiary of Xillio B.V.) ("Aspected") for Aspected's software that accompanies this EULA, which may include computer software and related media, printed materials, online or electronic documentation, and/or Internet-based services (collectively the "Software"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. IMMEDIATELY RETURN THE SOFTWARE AND/OR THE LICENSE KEY TO ASPECTED OR AN ASPECTED PARTNER.

  1. Software License Grant. When Aspected Software and Services Agreement comes into effect, Aspected grants to you a non-exclusive, non-transferable, non-sublicensable and time-limited license to use the Software, provided that the license is on a per-instance basis and a single license may not be shared or used for multiple instances. This license agreement does not include the right to new features or functionality that may be included in any future or subsequent releases of the Software.

  2. Copies, Storage and Use. You may make and use an unlimited number of copies of any documentation, provided that the copies are only used for personal purposes and are not republished or distributed (either in hard copy or electronic form) for use outside your organization. You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software. A single license for the Software may not be shared or used concurrently by multiple instances.

  3. EULA Components. The Software may contain development tools, utilities and other Aspected software programs (each tool or software program is referred to as a "Component"). Each Component may include a separate end-user license agreement (a "Component EULA"). In the event of inconsistencies between this EULA and any Component EULA, the terms of this EULA shall control.

  4. Third-party Software. The Aspected-licensed Software may also contain third-party software programs, including open source programs, or may be dependent on third-party software programs. Any third-party software is provided for your use as a convenience and your use is subject to the terms and conditions of any license agreement contained in that software. If required by the owner of the third-party program, additional agreements will be furnished prior to the installation of the Software. Where the licensed Software is dependent on third-party software, you must have installed and configured the third-party software consistent with the instructions and best practices of the third-party provider for the Aspected-licensed Software to run efficiently and correctly. If you need assistance re-installing or re-configuring any third-party software, Aspected can perform those services for an additional fee.

  5. No Separation of Components or Disclosure of any Benchmark Testing. The Software is licensed as a single product and its component parts may not be separated for individual use. The Software may also contain proprietary components. You may not disclose the results of any benchmark test of proprietary components to any third-party without Aspected's prior written approval.

  6. Delivery and Acceptance. In most cases, we will deliver the Software electronically to you. "Delivery" is completed when we provide you with a license key. You have accepted the Software when you receive the electronic instructions for activating the Software. Acceptance is not dependent on the activation of the license key, or any services, conditions, or contingencies, unless Aspected and you have otherwise agreed in writing.

  7. Audit and License Compliance. You agree that Aspected may, from time to time and with reasonable written notice of not less than five (5) business days, audit your use of the Software to verify compliance with this Agreement. In addition, where Aspected has reasonable grounds to believe that you are engaged in, or have engaged in, activities that constitute a material breach of this EULA, infringe Aspected's intellectual property rights (including its patent rights), or that you have taken steps to circumvent, conceal, or obstruct compliance with this EULA, Aspected may conduct an audit with shorter notice or, to the extent permitted by applicable law, without prior notice. Upon Aspected's written request, you shall provide Aspected (or its duly authorized representative) with prompt access to your systems, logs, records, and personnel as reasonably necessary to conduct such audit. You shall cooperate fully with any such audit and shall bear your own costs in connection therewith. Aspected retains the right to implement technical measures in the Software to verify and enforce compliance with the license that you purchased. The results of any audit may be used by Aspected in any legal proceedings.

  8. No Rental, Commercial Hosting or Sales. You may not rent, lease, lend or provide commercial hosting services with the Software. The Software is "Not for Resale" and may not be sold or otherwise transferred for value.

  9. Proprietary Rights and Prohibited Conduct. The Software is proprietary commercial software developed at private expense by Aspected and/or its licensors. You may not:

    (a) remove, alter, or obscure any product identification, copyright notice, patent notice, trademark, or other proprietary rights notice incorporated in or accompanying the Software;

    (b) reverse engineer, decompile, disassemble, decrypt, reconstruct, translate, or otherwise attempt to derive or reconstitute the source code, underlying algorithms, structure, organization, or non-literal elements of the Software, in whole or in part, except and only to the limited extent that applicable mandatory law expressly prohibits such restriction notwithstanding a contractual agreement to the contrary;

    (c) modify, alter, translate, patch, or otherwise create any derivative work based on the Software or any portion thereof, including its binary, executable, object-code, or compiled forms;

    (d) redistribute, publish, transmit, sell, sublicense, rent, lease, lend, assign, or otherwise transfer or make available the Software or any portion thereof to any third party, whether for commercial gain or otherwise;

    (e) circumvent, disable, defeat, or interfere with any license key, copy protection, technical protection measure, digital rights management, or access control mechanism incorporated in or used in connection with the Software;

    (f) use the Software in any manner that infringes Aspected's intellectual property rights, including without limitation any patent rights in the Software or in the methods and processes the Software embodies;

    (g) use the Software to develop, or assist in developing, any product or service that competes with the Software; or

    (h) permit, facilitate, enable, or authorize any third party to perform any of the acts prohibited by this Section 9.

    Any attempt to perform any prohibited act described in this Section shall be null and void and shall constitute a material breach of this EULA, entitling Aspected to immediately terminate this EULA and to pursue all available legal and equitable remedies, including those provided under Section 20. You are not permitted to use the Software, or any portion thereof, in excess of its licensed capacity.

  10. Reservation of Rights and Ownership. Aspected reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws under international copyright treaty provisions as well as patent, trade secret, industrial property, unfair competition, or similar laws applicable to the locality where you use it. The Software and the methods and processes embodied therein are the subject of one or more patents, including without limitation United States Patent No. US 12,517,879 B1, and may be the subject of additional patents or pending patent applications owned by Aspected or its affiliates (collectively, "Aspected Patents"). Aspected owns the title, copyright, and all other intellectual property rights in the Software and its documentation. The Software is licensed to you, not sold.

  11. Patent Rights. The Software, or aspects thereof, is covered by one or more of the Aspected Patents, including United States Patent No. US 12,517,879 B1. No license under any Aspected Patent is granted under this EULA except for the limited right to use the Software in the manner and for the purposes expressly permitted by Section 1. Nothing in this EULA shall be construed as granting, by implication, estoppel, or otherwise, any license under any Aspected Patent for any purpose other than as expressly set forth herein. In particular, reverse engineering, decompiling, modifying, or redistributing the Software, or any other activity that reproduces, applies, or works around any claim of any Aspected Patent outside the scope of use permitted by this EULA, constitutes both a material breach of this EULA and infringement of the applicable patent (s). Aspected expressly reserves the right to seek injunctive relief, damages (including enhanced damages for willful infringement where available under applicable law), recovery of attorney's fees, and all other remedies available under applicable patent law and equity in any jurisdiction where the infringement occurs.

  12. Additional Software/Services. This EULA applies to updates, supplements, add-on components, or Internet-based service components of the Software that Aspected may provide or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. Aspected reserves the right to discontinue any Internet-based service provided or made available to you through the use of the Software.

  13. Upgrades/Downgrades. To use a version of the Software identified as an upgrade, you must first be licensed for the Software identified by Aspected as eligible for the upgrade. Instead of installing and using the Software, you may continue to use copies of an earlier version of the Software. Your use of an earlier version shall be governed by this EULA, but your rights to use an earlier version shall terminate when you install the upgraded Software.

  14. Termination. If you fail to comply with the terms and conditions of this EULA, Aspected may terminate this EULA without prejudice to any other rights. If this EULA is terminated by Aspected due to your non-compliance, you must destroy all copies of the Software and all of its component parts within fifteen (15) days after termination.

  15. Consent to Use of Data. You agree that Aspected may collect and use technical information gathered as part of any product support services provided to you related to the Software. Aspected may use this information to improve its products or to provide customized services or technologies to you but will not publicly disclose this information in a form that personally identifies you.

  16. Export Restrictions. This Software is subject to U.S. export jurisdiction and restrictions. You agree to comply with all applicable federal laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. government.

  17. Limited Warranty. The Software is designed and offered as general-purpose software, not for any particular purpose of the user. You accept that no Software is error free and you are strongly advised to back-up your files regularly. If you have a valid license to use the Software, Aspected warrants that for a period of thirty (30) days from the date of receipt of your license that the Software will perform substantially in accordance with the written materials that accompany the Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever period is shorter ("Limited Warranty"). You agree that this warranty is your sole warranty or guarantee in relation to the Software and any support services. (If an implied warranty or condition is created by your state jurisdiction and state law prohibits a disclaimer, you also have an implied warranty or condition. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.) Any supplements or updates to the Software, including without limitation, any service packs or hot fixes provided to you after the expiration of the Limited Warranty, are not covered by any warranty or condition, expressed, implied or statutory. Your exclusive remedy for any breach of this Limited Warranty is set forth below.

  18. Limitation on Remedies. Your exclusive remedy for any breach of the Limited Warranty, or another breach of this EULA, or for any other liability relating to the Software, shall be, at Aspected's option, (i) return of the amount paid for the Software, or (ii) repair or replacement of the Software that is returned to Aspected. You will receive the remedy elected by Aspected without charge, except that you are responsible for any expenses you may incur with respect to the return of the Software (i.e. the cost of shipping the Software to Aspected). The Limited Warranty is void if the failure of the Software has resulted from an accident, abuse, misapplication, abnormal use, or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Aspected will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Aspected's product return and remedy procedures.

  19. Equitable Remedies. You agree that a material breach of this EULA that adversely affects Aspected's proprietary rights in the Software or the other confidential materials provided to you could cause irreparable injury to Aspected, for which monetary damages may not be an adequate remedy. Therefore, Aspected shall be entitled to equitable relief (e.g. an injunction) in addition to any other remedies it may have in this agreement or at law.

  20. Liquidated Damages and Contractual Penalties. You acknowledge that a breach of Section 9 (Proprietary Rights and Prohibited Conduct) or Section 11 (Patent Rights), including but not limited to unauthorized reverse engineering, decompilation, binary modification, or redistribution of the Software, would cause Aspected harm that is difficult or impossible to quantify precisely. Accordingly, and without limiting any other remedy available to Aspected under this EULA or applicable law, and to the extent permitted by applicable law (including Articles 6:91–6:94 of the Dutch Civil Code (Burgerlijk Wetboek)), you agree to pay Aspected a contractual penalty (boetebeding) of EUR [●] per violation of Section 9 or Section 11, plus EUR [●] per calendar day that any such violation continues, payable on demand and without proof of actual loss. The parties agree these amounts represent a genuine pre-estimate of Aspected's minimum loss. Payment of any contractual penalty shall not relieve you of any obligation to cure the breach, nor shall it limit Aspected's right to recover actual damages in excess of the penalty amount, or its right to seek injunctive or other equitable relief.

  21. Severability and Waiver. If any provision of this EULA is held to be void, invalid or unenforceable, the other provisions shall continue in full force and effect. The failure by you or Aspected to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Similarly, any accommodation that exceeds the requirements of this Agreement will not constitute a waiver of any provision, nor will it be construed to establish a course of dealing that is contrary to the express terms of the Agreement.

  22. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASPECTED DISCLAIMS ALL WARRANTIES, CONDITIONS, AND OTHER TERMS, EITHER EXPRESSED OR IMPLIED (WHETHER BY STATUTE, COMMON LAW, COLLATERALLY OR OTHERWISE) WITH RESPECT TO THE SOFTWARE AND THE WRITTEN MATERIALS THAT ACCOMPANY THE SOFTWARE. ANY IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THIRTY (30) DAYS, OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS GREATER. THE LIMITED WARRANTY IS THE ONLY EXPRESSED WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESSED WARRANTIES OR SIMILAR OBLIGATIONS CREATED BY ANY ADVERTISING, DOCUMENTATION, PACKAGING, OR OTHER COMMUNICATIONS. EXCEPT FOR THE LIMITED WARRANTY, ASPECTED PROVIDES THE SOFTWARE AND ANY SUPPORT SERVICES (IF ANY) "AS IS" AND WITH ALL FAULTS, AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, INFORMATION, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE. ALSO, THERE IS NO WARRANTY OR CONDITION OF QUIET ENJOYMENT, QUIET POSSESSION OR CORRESPONDENCE TO DESCRIPTION WITH RESPECT TO THE SOFTWARE.

  23. EXCLUSION OF CERTAIN TYPES OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASPECTED BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ASPECTED, AND EVEN IF ASPECTED HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

  24. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON (INCLUDING ANY DIRECT OR GENERAL DAMAGES IN CONTRACT), THE ENTIRE LIABILITY OF ASPECTED UNDER THIS EULA AND YOUR EXCLUSIVE REMEDY (EXCEPT FOR ANY REMEDY OF REPAIR, REPLACEMENT OR REFUND ELECTED BY ASPECTED WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY, AND EXCEPT FOR CONTRACTUAL PENALTIES OWED BY YOU TO ASPECTED UNDER SECTION 20) SHALL BE LIMITED TO THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT OF THE CURRENT YEAR ANNUAL FEES ACTUALLY PAID BY YOU FOR THE RIGHT TO USE THE SOFTWARE. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 15, 16, 17, 18 AND 19) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

  25. Excused Delays. Aspected will not be liable to you for the failure to perform its obligations if and to the extent that the failure results from causes beyond its control, including industrial disturbances, civil disturbances, fires, floods, tornadoes, hurricanes, acts of God, acts of a public enemy or acts of a government. In addition, times by which Aspected is to perform under this EULA shall be postponed to the extent that Aspected is prevented from performing by the acts or omissions of you or any third-party, and other causes beyond its control, including but not limited to failures or fluctuations in electric power, heat, light, air conditioning or telecommunications equipment.

  26. Assignments. If you are a legal entity, you may assign or transfer this EULA to a successor in interest pursuant to a sale of substantially all of your assets or a transfer of more than fifty percent (50%) of your voting stock or membership interests to a third-party, but no other assignments are permitted without the prior written consent of Aspected. No other third-party shall have any rights under this EULA.

  27. Governing Law; Jurisdiction and Venue. This EULA is governed by the laws of the Netherlands. The forum for any litigation arising out of this EULA shall be the courts of Lelystad, the Netherlands, or, at the sole discretion of Aspected, at the court having jurisdiction over your place of business and/or your registered office. By using the Software, you consent to the personal jurisdiction of any action brought in these courts and waive any objection to venue or that the court is an inconvenient forum. YOU ALSO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS. Any action arising out of this EULA must be brought within two (2) years after the EULA is in effect.

  28. Entire Agreement. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire user license agreement between you and Aspected relating to the Software and supersedes all prior or contemporaneous communications, representations and agreements, whether oral or written, with respect to the Software or any other subject matter covered by this EULA.