1 Preamble
1.1 The Licensee understands and hereby acknowledges, if the Licensee purchased Licenses from an authorized reseller of Qmatic (the „Distributor“), that the Distributor is not Qmatic’s agent and is not authorized to make any representations, conditions or warranties, statutory er otherwise, on Qmatic’s behalf, nor to alter any of the terms or conditions of this Agreement.
1.2 This Agreement applies to each License, and Software and Documentation provided with such License, and any patch, update, upgrade, modification or other enhancement provided by Qmatic via the Distributor or a Service Provider according to a maintenance and support agreement, which the Licensee may enter into, or have entered into, with the Distributor or a Service Provider with respect to such License, Software or Documentation.

2 Definitions
In this Agreement, the following definitions are used.
„Agreemenr means this software license agreement, including the Order Confirmation. „Software􀁃 means the software developed by Qmatic and licensed to the Licensee, as set forth and further specified in the Order Confirmation.
„Documentation“ means, if applicable, electronic or harcl copy versions of end user manual, installation manual and technical guides delivered by Qmatic to the Licensee. The Documentation shall be in English unless explicitly stated otherwise.
„Distributor“ means the authorized reseller of Qmatic, which has sold the Licenses to the Licensee. 􀁉License“ means the license granted by Qmatic to the Licensee as set forth in Section 3.1.
„Order Confirmation“ means the acknowledgement from Qmatic sent directly to the Licensee from Qmatic, confirming i.a. that a License, for the Software as specified therein, has been granted the Licensee. lf there is a conflict between the Licensee·s order and the Orcler Confirmation, the provisions of the Order Confirmation shall prevail unless the Licensee, within two weeks from the date the Order Confirmation was sent, notifies Qmatic of the discrepancy.
„Party“ means Qmatic or the Licensee, and „Parties“ means Qmatic and the Licensee. „Service Provider“ means a company that is authorized by Qmatic to install, maintain and/or support Qmatic’s Software.

3 License grant
3.1 Subject to the terms and conditions of this Agreement Qmatic grants the Licensee a non-exclusive, non-transferable perpetual license to use the Software and the Documentation, as specified in the Order Confirmation, solely for its own internal business purposes (hereinafter the „License􀁃).
3.2 The Licensee shall provide access to the Software and the Documentation only to its authorised employees and to its indep endent contractors. The Licensee shall take all reasonable steps to protect the Software and the Documentation from unauthorised access, copying or use.
3.3 The Licensee acquires no ownership of any kind in the Software or the Documentation or any copies thereof. For all intent s and purposes, Qmatic has and shall retain, all title, exclusive ownership rights and all intellectual property rights and other rights and interests in the Software and the Documentation, in the content thereof, and in any and all copies, modifications, alterations and enhancements to the Software and the Documentation, including any derivative works resulting therefrom.
3.4 Except as expressly permitted by mandatory applicable law and this Agreement, the Licensee agrees not to copy, duplicate, decompile, reverse engineer, disassemble, or otherwise discover, or to sublic ense the Software or the Documentation, in whole or in part to a third party without the prior written approval of Qmatic.
3.5 Licensee may make back-up copies of the Software in machine executable code form, only to be used in the event that the copy of the Software received from Qmatic fails to function, is lost, damaged or destroyed. There may be no more copies than are necessary to form part of a reasonable back-up plan for Licensee. Back-up copies of the Software may be kept by Licensee in a bank deposit or such other secure place as is normally used by Licensee for storage of its computer program back-ups. Each back-up copy shall display the same program name, serial number (if applicable), version number, copyright and trademark notices as the original licensed copy provided by Qmatic and the Distributor.

4 Support and maintenance
The License is granted „as is“ without any support and maintenance. Qmatic co-operates with several Service Providers which may provide the Licensee with patches, updates and support for the Software and the related hardware. Such services are subject to a separate agreement Qmatic may, if asked, provide contact information for Service Providers.

5 lnfringement of intellectual property rights
5.1 Qmatic shall defend and hold harmless the Licensee against any claims that the Licensee·s use of the Software infringes any patents or copyright, p rovided that Qmatic is given prompt written notice of such claim and is given information, reasonable assistance and sole con trol of the defence or settlement of such daim. The Licensee may not settle or compromise such claim, action or allegation, except with prior written consent of Qmatic.
5.2 lf the Software becomes or in Qmatic’s opinion is likely to become the subject of a proceeding or claim of intellectual property rights infringement, Qmatic shall, at its option and expense: (i) obtain the right for the Licensee to continue using the Software in accordance with this Agreement (ii) replace or modify the Software so that it becomes non-infringing; or (iii) if Qmatic cannot reasonably obtain the remedies in (i) or (ii), terminale the License for the infringing Software, at which time the Licensee shall immediately retum the infringing Software and/or Documentation to Qmatic and this Agreement shall terminate. The Licensee·s sole remedy in respect thereof shall be Qmatic’s obligation to refund the Licensee for the price of the Software.
5.3 Qmatic shall have no liability tc defend the Licensee in accordance with Section 5.1 and 5.2 above to the extent the alleged infringement is based on: (i) use of Software in combination with third party products; (ii) alteraticns or modifications of the Software; (iii) use of the Software other than in accordance with the Documentation a nd the terms cf this Agreement; or (iv) use of a prior version of the Software and the infringement daim could have been avoided by use o f a current version.
5.4 The Licensee shall defend and hold harmless Qmatic from any lass, liability, cost or expense (incl uding reasonable legal fees) related to any action brought against Qmatic, whether civil, criminal or administrative, arising from the Licensee·s failure to use the Software in compliance with the terms of this Agreement.

6 No Warranties
6.1 The License is granted „as is􀁃 without any warranty. Qmatic co-operates with several Service Providers which may provide Software maintenance agreements, induding patches and updates. Such Software maintenance is subject to a separate agreement.
6.2 Qmatic shall have no responsibility for errors or other problems with the Software caused by or derived from (i) alterations or modifications of the Software; (ii) third party software or hardware; or (iii) a combination of the Software with any program, equipmen t or device not supplied or approved by Qmatic.
6.3 Qmatic does not warrant that the Software will meet Licensee·s requirements or that the operation of the Software will be uninterrupted and error free. Licensee is solely responsible for the selection of the Software to achieve its intended results and for the results actually obtained. Qmatic disclaims all other warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Qmatic shall have no liability or responsibility whatsoever with respect to third party software or hardware. Qmatic makes no warranty as to the adequacy or capacity of any hardware or third party software to gain some or all of the performance objectives of the Licensee.

7 Limitation of liability
7.1 Qmatic shall have no liability, except to the extent that such limitation is held to be legally invalid, to the Licensee arising out of or related to this Agreement, from any cause, including breach of contract, warranty or negligence. Qmatic’s liability related to this Agreement shall in no event exceed the price paid for the Softwareand Qmatic sh all in no event be liable to the Licensee for any indirect, incidental, special or consequential damage, including but not limited to lass of data, lass cf business opportunity or lass of profit arising out of or in connection with the use of the Software, even if Qmatic has been advised of the possibility cf such damages.
7.2 No claims under this Agreement may be brought by either party more than one year after the cause of the claim has arisen.

8 Term and tennlnatlon
8.1 In the event of a failure by either Party to comply with any material Obligation under this Agreement, including but not limited to payment for the Licenses, and such non-compliance remains uncured for more than thirty (30) days after receipt of written notice thereof, the non-defaulting Party may, in addition to any other rights available to it, terminate this Agreement and the License granted hereunder immediately upon written notice to the defaulting Party.
8.2 Qmatic may terminale this Agreement immediately upon written notice to the Licensee, if the Licensee becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs, the Licensee shall immediately notify Qmatic of its occurrence.
8.3 Upon termination of this Agreement for whatever reason, the Licensee shall immediately discontinue all use, destroy and d elete all copies of the Software and the Documentation or any part thereof in its possession in any form. Upon Qmatic’s request, the Licensee shall verify in writing that the above actions have been carried out.
8.4 Upon termination of this Agreement, Sections 3.3, 6, 7 and 9, together with any other provision of this Agreement which expressly or by implication is intended to come into or rema in in force on or after termination, shall remain in full force and effect.

9 Confidentiality
9.1 The Licensee is aware of and acknowledges that the Software contains proprietary and confidential information, including the ideas, methods of operation, processes, know-how, sub-systems and modules included in the Software, the graphical user interfaces for the Softwareand the lock and feel of the Software, all of which embody certain exceptionally valuable trade secrets of Qmatic or third party related thereto. Such proprietary and confidential information shall be held and maintained by the Licensee in confidence for the exclusive benefit of Qmatic.
9.2 Each Party undertakes not to use or disclose any technical or financial information, trade secrets, customer lists or oth er information which it may from time to time receive or obtain (orally, in writing, or in electronic form) as a result of entering into or periorming its obligations pursuant to this Agreement or otherwise, relating to the other Party unless (i) required to do so by law or pursuant to any order of court or other competent authority or tribunal or (ii) the in formation is disclosed to its professional advisers who are bound to such Party by a duty of confidence which applies to any informa tion disclosed. lf a Party is required, in circumstances contemplated by (i) to disclose any information, the disdosing Party shall use its reasonable endeavours to consult with the other Party prior to any such disdosure.
9.3 This Agreement imposes no obligation upon the Parties with respect to information which: (i) was generally available in the relevant industry at the time of disdosure without a breach of confidentiality; (ii) becomes generally available in the relevant industry without a breach of confidentiality by a Party or a third party; (iii) was disclosed to a Party by a third party without restriction an disdosure, provided that the third party has not received the information directly or indirectly from the other Party; or (iv) was developed by a Party independenUy of any information disclosed by the other Party.

10 Miscellaneous
1 0. 1 Qmatic shall be entitled to use the Licensee as reference for current and potential customers, and in all of Qmatic‘ s promotional materials.
10.2 In no event shall any delay, failure or omission of a Party in enforcing, exercising or pursuing any right, claim or rem edy under this Agreement be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.
10.3 lf any provision of this Agreement or the application of it shall be declared or deemed void, invalid or unenforceable i n whole or in part for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions and thereby this Agreement in orcler to give effect to, so far as is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties.
10.4 This Agreement shall be binding upon and inure to the benefit of the successors of the Parties. Qmatic may, without prio r consent, assign its rights under this Agreement to a legal entity directly cr indireclly controlling, controlled by or under common control with Qmatic.
10.5 Qmatic shall be entitled to make all relevant inquiries, inspections and investigations in order to establish if the Licensee fulfils the obligations set out in this Agreement.

11 Governing law and disputes
11.1 This Agreement shall be governed by and construed in accorclance with the laws of Sweden. Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the sec Institute). The place of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be English.
11.2 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter ca.se, the sec Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
11.3 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept striclly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as weil as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disdosing such information in order to safeguard in the best possible way his rights vis-ä.-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.
11.4 Notwithstanding Section 11.1 above, Qmatic shall have the right to initiale proceedings to seek temporary injunctions or otherwise to pursue its ownership and intellectual property rights pertaining to the CFM System or the Documentation in any district court.
11.5 In ca.se this Agreement or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by the provisions of this arbitration clause.