LICENSE AGREEMENT SITEFEELING FREE EDITION

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General Terms

1.       This Agreement applies to the use of the software program (further referred to as the 'Software') as downloaded by you (further referred to as 'Licensee') and supplied by Evendi B.V. (further referred to as 'Evendi').

2.       BY USING THE SOFTWARE LICENSEE FULLY AGREES TO THE CONDITIONS OF THIS AGREEMENT, including the restrictions with regard to: use of the Software, transfer of the Software, warranty, and liability. IF LICENSEE DOES NOT AGREE WITH THIS AGREEMENT, LICENSEE SHOULD REFRAIN FROM USING THE SOFTWARE.

3.       This Agreement and the use of the Software are governed by the laws of the Netherlands. Any disagreement will be placed before a qualified court in Amsterdam, The Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.

4.       This Agreement constitutes the entire agreement between Licensee and Evendi concerning the use of the Software and supersedes all prior or contemporaneous oral or written agreements concerning this subject.

5.       If one or more terms (or part of a term) of this Agreement are nullified, declared to be nullified, annihilable or have lost their validity in another way, the other terms (or part of the term in question) of this Agreement will remain in force undiminished.

6.       Without prejudice to any other rights, Evendi may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Software and all of its component parts.

Electronic Signature and Agreements

1.       Licensee acknowledges and agrees that by clicking on the ACCEPT button or similar buttons or links as may be designated by Evendi to show Licensee's approval of any texts and/or to download and install the Software, Licensee is entering into a legally binding contract.

2.       Licensee hereby agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, Licensee hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

License

1.       Licensee is granted the non-exclusive right to use the Software and corresponding documentation.

2.       The Software license is exclusively limited to own use of the Software for the server upon which the Software is first installed by Licensee and the domain name from which the Software is initially installed.

3.       The Software license is limited to the object code. A license to the source code is not provided.

4.       It is prohibited for Licensee directly or indirectly (through a third party) to copy, duplicate or alter the Software in any way.

5.       Licensee is allowed to make one back-up copy of the Software for safety purposes only.

6.       Licensee's rights in the Software cannot be transferred to any third party (third parties also include holding companies and subsidiaries).

7.       Licensee does not have the right to make the Software available, under any title or in any way whatsoever, to any third party (third parties also include holding companies and subsidiaries).

8.       Reverse engineering or decompilation of the Software is not permitted by Licensee, except for and to the extent that such is explicitly permitted by law.

9.       Evendi is entitled to incorporate technical limitations and control mechanisms in the Software in order to prevent and/or verify that the Software is used in conformance with this Agreement.

Source Code

1.       In the event that Licensee, contrary to the obligations contained in clause 3, gains access to the source code of the Software, the terms and conditions of this clause shall be applicable. Furthermore, Evendi has the right without judicial intervention to terminate the Agreement immediately.

2.       All intellectual property rights, industrial property rights and other rights resulting from any activities carried out by Licensee while using the source code of the Software, including but not limited to modifications of, enhancements to, derivations from or based upon the source code of the Software, shall automatically vest in Evendi.

3.       Licensee agrees to maintain the confidentiality of all data and information concerning the source code of the Software of which Licensee becomes aware.

4.       In the event that Licensee breaches this confidentiality obligation, Evendi shall have the right to claim full compensation for damages incurred. 

5.       Upon termination of the Agreement, Licensee shall provide Evendi with any altered source code of the Software and destroy, de-install and delete all copies of the (altered) source code of the Software from Licensee's electronic environment.

6.       Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software or source code or copies thereof will (i) substantially diminish the value to Evendi of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Evendi's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or source code, Evendi shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.

Updates of the Software

1.       Evendi, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. Licensee acknowledges and agrees that Evendi has no obligation to make available to Licensee any subsequent updates of the Software. Licensee also agrees that Licensee may have to enter into a renewed version of this Agreement, in the event Licensee wants to download, install or use any new updates of the Software.

2.       Licensee acknowledges and agrees that Evendi, in its sole discretion, may modify or discontinue or suspend Licensee's ability to use any version of the Software and/or disable any Software Licensee may already have accessed or installed without any notice to Licensee, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where Licensee, in Evendi's discretion, is in breach of this Agreement, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Evendi will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new updates of the Software or (2) by the suspension or termination of the license or this Agreement by Evendi and/or Licensee.

Use of Data

1.       Licensee agrees that Evendi and its affiliates may collect and use technical information gathered, if any, related to the Software. Evendi may use this information solely to improve the Software or to provide customized services or technologies to Licensee and will not disclose this information in a form that personally identifies Licensee.

2.       Intellectual Property Rights

3.       Evendi has the exclusive right to further develop the Software and place it at the disposal of third parties by means of licenses. The structure, organization and code of the Software are trade secrets and are the confidential information of Evendi and/or its suppliers. Except for as expressly indicated in this Agreement, Licensee is not provided with any intellectual property rights in the Software and all rights which are not granted in this Agreement are retained by Evendi and its suppliers. All intellectual property rights, industrial property rights and other rights with regard to the Software and resulting from all activities carried out by Evendi, regardless of where and when carried out and regardless of whether it concerns the delivery of existing Software or still-to-be-developed Software, reside with Evendi and/or its suppliers.

4.       Licensee is not permitted to remove or alter any designation concerning intellectual property rights, industrial property rights, other rights, trademarks and trade names from the Software, or to have such changes made by third parties.

Warranty Disclaimer

1.       The Software is made available 'as is' without any warranty or indemnity of any kind.

2.       Evendi makes no warranties, conditions, indemnities, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters, including but not limited to non-infringement of third party rights, title, integration, accuracy, security, availability, satisfactory quality, merchantability or fitness for any particular purpose.

3.       Evendi further does not represent or warrant that the Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free.

Indemnity

1.       Licensee agrees to hold Evendi harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on the Software.

Limitation of Liability

1.       Under no circumstances will Evendi be liable to Licensee, or any other person or entity, for any loss of use, revenue or profit, lost or damaged data, or other commercial or economic loss or for any direct, indirect, incidental, special, statutory, punitive, exemplary or consequential damages whatsoever related to your use or reliance upon the Software, even if advised of the possibility of such damages or if such damages are foreseeable. This limitation shall apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Agreement.

Price and Payment

1.       The standard Software is provided free of charge. If Licensee desires additional functionality (further referred to as 'Additional Functionality'), Licensee will be charged an annual fee for the use of such Additional Functionality.

2.       Compensation for the Additional Functionality shall be billed to Licensee, appropriately itemized, prior to each year that the Agreement between parties continues. Licensee must pay all amounts indebted via credit card before the expiration date of the Agreement. If the amount is not paid, then the license to use the Additional Functionality shall automatically end. Use of the standard Software may continue.

3.       Additional License Terms for Additional Functionality

4.       The terms and conditions of this Agreement shall be fully applicable to Additional Functionality.

5.       The Additional Functionality is only available from this domain name from which the Additional Functionality is initially used as indicated in clause 3.2. If Licensee attempts to access the Software from a different domain name, only the standard Software may be used.

Duration

1.       Subject to the terms and conditions of clause 5.2, the Agreement shall have an indefinite term.

2.       An agreement for the delivery of Additional Functionality has a term of 1 (one) year. If this agreement is not terminated, it shall be extended repeatedly in increments of 1 (one) year.

3.       Termination of the agreement for Additional Functionality shall be made by means of a written notice (including e-mail) taking into account a notice period of 60 (sixty) days. Either party may terminate the Agreement by written notice. Subject to the terms and conditions of clause 5.2, the use of the standard Software may continue upon termination of the agreement for Additional Functionality.

Indemnity

1.       Evendi shall indemnify Licensee from any allegation to the effect that the Additional Functionality violates a copyright valid in the Benelux. Evendi shall pay the damages, expenses, and court costs that Licensee is ordered to pay by the final court ruling, provided that Licensee: a) notifies Evendi immediately, in writing, of the existence of the allegation of infringement; and b) gives the case completely over to Evendi, including all negotiations and arrangements that might lead to a settlement. In case of any such allegation or possible allegation, Evendi reserves the right to obtain a license or sub-license on the Additional Functionality in question or to change or replace the Additional Functionality in such a way that the Additional Functionality will no longer infringe a copyright valid in the Benelux. If, in Evendi's sole judgment, the foregoing remedies are not a reasonable option, Evendi has the right to take the delivered Additional Functionality back against reimbursement of payments made for the Additional Functionality, minus a reasonable compensation for having made use of the Additional Functionality.

2.       Evendi shall not indemnify Licensee against an action in the event that Licensee has made a change in or to the Additional Functionality.