END USER LICENSE AGREEMENT FROM BEIJER ELECTRONICS AB

Usage of this e.g. software, smart object, component, application, program code received either directly from Beijer Electronics AB (“Beijer Electronics”) or from Beijer Electronics' website, including all related documentation, information and material, appurtenant media, source code, written material as well as any on-line or electronic documentation and upgrades or updates (together referred to as the “Software”) is regulated in the following end user license agreement (the “Agreement”). 

1 APPLICABLE AGREEMENT AND TERMS AND CONDITIONS

This Agreement is a binding agreement between you, the software user (the “Software User”) and Beijer Electronics. By installing, copying or in any other way using the Software, the Software User accepts the terms and conditions in this Agreement and the terms and conditions stipulated in the purchase order issued by Beijer Electronics to the Software User for the Software User’s purchase of the Software (the “Purchase Order”). Should the Software User not accept the terms and conditions in this Agreement or the Purchase Order, the Software must be returned immediately and unused to Beijer Electronics, whereby the Software User’s purchase thereof is rescinded.

For the avoidance of doubt, any reference to this Agreement shall also include the terms and conditions of any applicable Purchase Order. In case of contradictions between the terms and conditions of this Agreement and the Purchase Order, this Agreement shall prevail. 

2 LICENSE TO USE THE SOFTWARE

2.1 The Software User’s rights to use the Software

Subject to terms and conditions of this Agreement and the Purchase Order, Beijer Electronics hereby grants to Software User the right to:

(i) install and use the number of copies of the Software corresponding to the number of licenses purchased by the Software User, as further outlined in the relevant Purchase Order, and to use each such copy of the Software in the way described in this Agreement and the Purchase Order;

(ii) make one (1) backup copy of the Software for security or filing purposes;

(iii) install one (1) copy of the Software on a storage system, such as a network server, provided that the Software User acquires and issues a license for every individual device on which the Software is installed or used via the storage system, provided further that a license for the Software may not be shared or used simultaneously on different devices; and

(iv) transfer permanently all rights stated in this Agreement under the conditions that (a) the Software User does not retain any copies of the Software, (b) the Software User transfers the Software in its entirety (including all components, media, printed material, upgrades etc.), (c) the transferee agrees to the terms and conditions stated in this Agreement, (d) if the Software is an upgrade, the transfer includes all previous versions of the Software, and (e) Beijer Electronics gives its prior written consent to any such transfer.
For the avoidance of doubt, it is the sole responsibility of the Software User to ensure that the Software is used in compliance with all applicable requirements, standards and legislations.

2.2 Limitations of the Software User’s right to use the Software

The Software User may not:

(i) edit, decompile, modify or in any other way change the Software, except when expressly stated by applicable law or in this Agreement;

(ii) divide the Software into its components for use on more than one device;

(iii) sub-license, assign, duplicate, time share, exploit, lend or lease the Software or otherwise permit any third party, either directly or indirectly, for payment or otherwise, to make use of or otherwise dispose of the Software; or

(iv) distribute any written material which accompanies the Software outside the Software User’s organisation. 

3 UPGRADES AND UPDATES

Beijer Electronics reserves the right to upgrade, update and/or alter the design and content of the Software without prior notice. Upgraded, updated and/or altered Software shall be governed by this Agreement also. As regards such versions of the Software, the same explicit exclusion of warranties on behalf of Beijer Electronics, as stipulated in Section 4 below, shall be applicable. 

4 WARRANTIES

Software indicated as e.g. “free of charge”, “trial” or “demo” by Beijer Electronics are not subject to any warranties and Beijer Electronics explicitly excludes any and all warranties for such Software (whether expressed or implied). Hence, the limited warranty stated below is not applicable on Software indicated as e.g. “free of charge”, “trial” or “demo” by Beijer Electronics.

Beijer Electronics warrants the following for purchased Software:

(i) the Software should substantially perform properly, if correctly installed and used in accordance with its manual; and

(ii) the Software will be free from material defects and significant manufacturing defects during a period of six (6) months from the delivery date.

The Software User is responsible for testing the Software immediately upon installation. Warranty claims under Section 4(i)-(ii) shall be reported to Beijer Electronics within fourteen (14) days of the delivery date where the alleged defect is obvious or within fourteen (14) days of the defect being discovered where the alleged defect is concealed.

The Software is made available to the Software User strictly on an “as is” basis. Except for the limited warranties set out above for purchased Software, Beijer Electronics does not give, and hereby explicitly excludes, any and all other warranties, whether expressed or implied, with respect to the Software (including data provided in the Software), including without limitation warranties regarding the Software’s quality, functionality, applicability and availability, absence of errors, defects and/or interruptions, fitness for the individual Software User’s requirements, interaction with other hardware and software and non-infringement of any third party rights.

Furthermore, Beijer Electronics does not give any warranties as to the security of the Software, nor warrants that the Software will be free from bugs, errors, viruses or any other defects or harmful elements.

Any data provided through or by the Software shall be used at the risk of the Software User.

The Software User acknowledges and agrees that it will use the Software at its own risk and that it bears the entire risk for any loss of data. 

5 RESPONSIBILITES AND LIABILITY

The Software User shall be solely responsible and liable for any damage caused to the Software User’s or any third party’s computer equipment, other programs or any other property when installing, copying or otherwise using the Software.

It is the Software User’s responsibility to handle information, any password or any other important information relating to the Software with care so that such is not made available to any unauthorized party or otherwise abused. The Software User assumes all responsibility and risk for the use of the Software together with any hardware connected to the internet.

For the avoidance of doubt, Beijer Electronics accepts no liability whatsoever for information and data provided in or by the Software, or defects, errors (including calculation errors), loss of data or imperfections in the Software or its use. 

6 SOFTWARE USER INDEMNIFICATION

The Software User agrees to indemnify Beijer Electronics from and against any loss or damage suffered or incurred by Beijer Electronics as a result of any, claims, suits, actions or demands, directly or indirectly, from any third party caused by death, personal injuries, damage to any property or any other losses arising out of or in connection with any breach or non-compliance by the Software User of this Agreement, relevant Purchase Order or applicable laws and regulations. 

7 LIMITATION OF LIABILITY

Beijer Electronics shall in no event, whether as a result of breach of contract or warranty, or under any legal theory, be liable for any incidental, consequential, punitive, special or indirect damages or losses, including, but not limited to loss of profit or loss of data.

Beijer Electronics’ responsibility for any loss or damage of whatever nature under this Agreement shall never exceed the amount actually paid for the relevant Software by the Software User to Beijer Electronics. 

8 INTELLECTUAL PROPERTY RIGHTS

Any and all intellectual property rights in or relating to the Software and components thereof, in whole or in part in any form, are and shall remain the property of Beijer Electronics. Nothing set forth in this Agreement shall constitute or be construed as a transfer of any intellectual property rights from Beijer Electronics to the Software User. 

9 TERMINATION

This Agreement shall remain in force until terminated by Beijer Electronics or the Software User. Beijer Electronics may terminate the Agreement with immediate effect, should the Software User breach any of the terms and conditions of the Agreement or the Purchase Order. The Software User may terminate this Agreement at any time by completely uninstalling and destroying all Software and all copies of it (including any backups). Upon termination of this Agreement for any reason, the Software User must immediately stop using the Software, including all copies of it, in its entirety (including all components, media, printed material and any upgrades or updates).

10 AUDITS

For the duration of this Agreement, the Software User will maintain accurate records of its use of the Software sufficient to show compliance with the terms of this Agreement and the relevant Purchase Order. During this period, Beijer Electronics, or and any third party auditor appointed by Beijer Electronics, will have the right to audit the Software User’s use of the Software to confirm compliance with the terms of this Agreement and the relevant Purchase Order. That audit is subject to reasonable notice by Beijer Electronics and will not unreasonably interfere with the Software User’s business activities. Beijer Electronics may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. The Software User undertakes to reasonably cooperate with Beijer Electronics and any third party auditor and will, without prejudice to other rights of Beijer Electronics, address any non-compliance identified by the audit by promptly paying any additional fees. The Software User shall also reimburse Beijer Electronics for all reasonable costs of the audit if the audit reveals underpayment of more than five (5%) per cent of the Software fees payable by the Software User for the period audited. 

11 SEVERABILITY

In the event that any provisions of this Agreement is found to be in conflict with applicable law or if any such provision is held invalid by an arbitrator or a court with jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. 

12 GOVERNING LAW AND SETTLEMENT OF DISPUTES

This Agreement shall be governed by the substantive laws of Sweden excluding CISG.

Any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three (3) arbitrators and the seat of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English.