End User License Agreement This license term is an agreement between SucceedIT B.V hereinafter referred to as SucceedIT and You hereinafter referred to as Customer. BY INSTALLING YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU REPRESENT AND WARRANT TO SUCCEEDIT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT FOR YOUR ORGANIZATION. 1. License: In consideration of the payment of the subscription price for the right to use SucceedIT's solutions, and the Customer adherence to all provisions of this Agreement, SucceedIT grants the Customer a non-exclusive, non-transferable and non-sublicensable license to access and use the SucceedIT solutions. Except where agreed otherwise in writing, SucceedIT's obligation to provide and the Customer's right of use shall solely extend to the so-called SucceedIT software object code. The Customer's right of use shall not extend to SucceedIT software source code. Except where agreed otherwise in writing, SucceedIT shall not be obliged to provide any SucceedIT software or program or data libraries other than those agreed, even if these are required for the use and/or maintenance of SucceedIT software. If, contrary to the foregoing, SucceedIT is required to provide SucceedIT software and/or program or data libraries other than those agreed, SucceedIT may require the Customer to enter into a separate written agreement for this purpose. 2. Intellectual property SucceedIT solutions are the property of SucceedIT, if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The solutions are licensed, not sold, to the Customer for use only under the terms of this Agreement, and SucceedIT reserves all rights not expressly granted to the Customer. 3. Warranty disclaimer Software and the Material are provided on an `as is` basis. Although, the Software and the Material are compounded with great care, SucceedIT cannot guarantee the Software and/or the Material works flawless and/or are respectively without any omissions. Additionally, SucceedIT does not guarantee that the Software and the Materials are fit for purpose and/or use. SucceedIT shall also not guarantee that SucceedIT software will operate with no interruptions, errors or defects or that all errors and defects will always be fixed. Neither SucceedIT nor anyone else who has been involved in the creation, production, or delivery of the SucceedIT Software shall be liable for any direct, indirect, consequential, or incidental damages or arising out of the use, the results of use, or inability to use such product even if SucceedIT has been advised of the possibility of such damages or claim. In any case, SucceedIT’s entire liability under any provision of this EULA shall be limited to the amount actually paid by you for the use of the SucceedIT Software (i.e. the license fee only, thus excluding paid maintenance fee(s) or any other paid fee(s)). No user support or maintenance is provided as part of this Agreement. 4. Responsibilities If Customer is responsible for breaches in the compliance with its obligation(s) to SucceedIT, Customer shall be liable for compensation of damages suffered, or to be suffered by SucceedIT. Liability of SucceedIT for any form of damage is entirely excluded. SucceedIT shall absolutely not conduct any support to the Customer. SucceedIT accepts absolutely no liability for possible Third-Party Software, which is installed by Customer that is necessary for using the Software. 5. License grant Customer shall only be permitted to use SucceedIT software within and on behalf of its own company or organization and only for the intended use. Except where agreed otherwise in writing, the Customer shall not use SucceedIT software to process data on behalf of third parties, e.g. for services such as 'time-sharing', 'application service provision', 'software as a service' and 'outsourcing'. The Customer shall not be permitted to sell, rent out, transfer or grant restrictive rights to SucceedIT software, the media on which SucceedIT software is stored and the certificates of authenticity issued by SucceedIT on provision of SucceedIT software, or to make these available to third parties in any way or for any purpose. The Customer shall also refrain from granting third parties access remote or otherwise to SucceedIT software or providing SucceedIT software to a third party for the purpose of hosting, even if the third party in question only uses SucceedIT software on behalf of the Customer. Upon request, the Customer shall immediately lend its full cooperation to any investigations to be conducted by or on behalf of SucceedIT in relation to the Customer's compliance with the agreed restrictions on use. At the first request of SucceedIT, the Customer shall grant SucceedIT access to its buildings and systems. SucceedIT shall maintain the confidentiality of all company information to be regarded as confidential that SucceedIT obtains from or on the premises of the Customer within the context of this type of investigation, in so far as this information does not relate to the use of SucceedIT software itself. Except where agreed otherwise in writing and notwithstanding exceptions set out in law, the Customer shall not be entitled to modify SucceedIT software in part or in full without the prior written consent of SucceedIT. SucceedIT shall at all times be entitled to refuse its consent or to attach conditions to its consent, including conditions in relation to the method and quality of implementation of the modifications required by the Customer. The Customer shall bear all risks associated with modifications carried out by or on behalf of the Customer by third parties with the consent of SucceedIT or otherwise. 6. Payment Unless otherwise agreed to in writing or provided for in the proposal or in the product specific terms and conditions, Customer shall pay SucceedIT the licence fee monthly within fourteen (14) days after receipt of the digital invoice. Should Customer fail to pay the license fee for Software licensed for use, SucceedIT has the right to revoke Customer’s license to use the Software and Customer will lose the right to use the Software. SucceedIT has the right to adjust its prices at any time, after informing her Costumers within a reasonable term. 7. Term User must subscribe to service each month. Renewal of monthly subscription will be automatic until User communicates in writing the desire to terminate the subscription. Charge is paid at the beginning of each month and will be paid by all methods offered by the subscription billing partner recurly. Company will process User payment method for each solution subscribed charging for all User subscribed solutions until the last day of the current month. If the payment method fails, the solutions will expire. This Agreement and license granted herein will terminate at the end of the last day of the month subscribed and for which payment has been received in full unless payment is processed for service(s). 8. Termination This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company, the User's right to access and use the solutions may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying the Company in writing or phone call prior to the 1st of the month (payment processing). Or a user can terminate by going into the solution and unsubscribe. Upon receipt of notice of termination from the User, the license and the User's access to the solutions(s) shall expire on the last day of the month. 9. Governing law Any disputes that may arise between SucceedIT and Partner on the basis of the Agreement and any non-contractual obligations relating to or arising out of this Agreement, shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (www.sgoa.org), without prejudice to the right of either of the parties to request an injunction in summary arbitral proceedings and without prejudice to the right of either of the parties to take precautionary legal measures.