The current Ceptor License Terms are available below in two versions:

Individual Ceptor Clients can have different license terms and restrictions




Ceptor License Terms - Perpetual License

1. GRANT OF LICENSE

Ceptor ApS (hereinafter CEPTORAPS) hereby, on DATE (the "EFFECTIVE DATE"), grants to CLIENT (hereinafter LICENSEE), and by taking the Ceptor software in use, LICENSEE hereby accepts a non-exclusive, non-transferable, perpetual license to install and use the Ceptor software (hereinafter the CEPTOR SOFTWARE) and the Ceptor Documentation.

LICENSEE is obligated to ensure that only the Ceptor Modules in Schedule A are used and that the LICENSEE comply to any License Limitations in Schedule A. LICENSEE will not otherwise copy or reproduce the CEPTOR SOFTWARE; except for an operations outsourcing partner, disaster recovery, back-up, archival, test purposes.

The right of use may only be exercised by LICENSEE unless right of use for e.g. LICENSEE-affiliated companies or a Group of LICENSEE companies, is described elsewhere in the Agreement.

Except as provided herein, LICENSEE shall not directly or indirectly, nor shall LICENSEE permit others to: copy, duplicate or furnish to others any physical, magnetic or optical version of the CEPTOR SOFTWARE provided by CEPTORAPS; remove any copyright or other notice contained or included in the CEPTOR SOFTWARE or any material provided by CEPTORAPS; or change, modify, reverse engineer, decompile, disassemble or create derivative works from the CEPTOR SOFTWARE or any other material provided by CEPTORAPS: provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the CEPTOR SOFTWARE to or for the benefit of third parties, modify, or, except to the extent expressly authorized herein, incorporate into or with other software or create a derivative work of any part of the license materials, disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the CEPTOR SOFTWARE from any source, and: use the output or other information generated by the CEPTOR SOFTWARE (including, without limitation, output describing the structure of a software program) for any purpose other than use by the CEPTOR SOFTWARE in accordance with its specifications.
 
LICENSEE shall not remove the copyright notice and other proprietary notices that appear on the original CEPTOR SOFTWARE on any copies and any media thereof made in accordance with the terms of THIS AGREEMENT.

The right to use is conditional on the LICENSEE paying the License Fee, in accordance with the Ceptor Agreement between the LICENSEE and CEPTORAPS. If the LICENSEE does not pay the License Fee within thirty (30) days of the invoice date, the right to use is immediately revoked in full and any further use of the CEPTOR SOFTWARE will violate CEPTORAPS’s Title and Intellectual Property Rights.

2. TITLE AND INTELLECTUAL PROPERTY RIGHTS

CEPTORAPS shall retain all right, title and interest, including all intellectual property rights, in and to the CEPTOR SOFTWARE, all copies thereof and all related Documentation and materials including all versions and embodiments thereof and all additions and modifications thereto.
 
CEPTORAPS does not by THIS AGREEMENT convey any proprietary interest therein to the LICENSEE. LICENSEE agrees that the CEPTOR SOFTWARE's Documentation and any derivative works thereof, including all changes made thereto by anyone and any materials related thereto that are supplied by or developed by CEPTORAPS, are the valuable and intellectual property of CEPTORAPS.
 
LICENSEE further agrees to treat the CEPTOR SOFTWARE, Documentation and related materials accordingly and agrees diligently to preclude all access to the CEPTOR SOFTWARE except as provided herein, to keep the same confidential, by using the same care and discretion that LICENSEE uses with respect to its own confidential property.
 
LICENSEE agrees to keep all property of CEPTORAPS free and clear of all claims, liens and encumbrances.

3. WARRANTIES AND SUPPORT

CEPTORAPS warrants that the CEPTOR SOFTWARE (i) will perform in accordance with CEPTOR Documentation, (ii) when used by itself and in accordance with its Documentation, will not infringe the intellectual property rights of any third party.

CEPTORAPS does not warrant that the CEPTOR SOFTWARE will be error-free or will operate without interruption. LICENSEE’s exclusive remedy for breach of the warranty contained in this Section 3 shall be, at LICENSEE’s discretion, the correction of any such failure to perform, or if adequate correction has not been forthcoming within reasonable time, refund all fees paid by LICENSEE with respect to such non-conforming parts of the CEPTOR SOFTWARE. Reasonable correction time shall represent maximum 72 hours in case of a workaround (which represents a technical solution which does not imply change of CEPTOR SOFTWARE) and 2 weeks in case of a patch (which represents a technical solution which implies a change of CEPTOR SOFTWARE).

LICENSEE receives updates to the CEPTOR SOFTWARE under a Ceptor Support & Maintenance Agreement, which can be found in Schedule C. It is a condition for the License Agreement in regards to CEPTOR SOFTWARE, that LICENSEE also signs a Ceptor Maintenance & Support Agreement for at least 12 months.

The CEPTOR SOFTWARE is versioned using Semantic Versioning using at three-part version number: major version; minor version; patch version. CEPTORAPS support the two (2) latest minor version released of the CEPTOR SOFTWARE.

4. INDEMNIFICATION

CEPTORAPS shall have no liability for any claim of infringement based on (i) use of other than the latest commercially available version of the CEPTOR SOFTWARE provided to LICENSEE, to the extent the infringement would have been avoided by use of such version.

In the event the CEPTOR SOFTWARE is held to, or CEPTORAPS believes is likely to be held to, infringe any third party patent, copyright, trademark or trade secrets, CEPTORAPS shall have the right at its sole option and expense to (i) substitute or modify the CEPTOR SOFTWARE so that it is non-infringing, while retaining equivalent features and functionality; or (ii) obtain for LICENSEE a license to continue using the CEPTOR SOFTWARE under commercially reasonable terms; or (iii) if (i) and (ii) are not reasonably practicable, terminate THIS AGREEMENT as to the infringing part of the CEPTOR SOFTWARE. In the event of termination as a result of this Section 5, CEPTORAPS shall refund to LICENSEE all fees paid hereunder, but only for that particular infringing part, not the full fee.

Furthermore the amount to be refunded is calculated on the basis of the License Fees paid with 20% being deducted each half year, so that thirty (30) months after the EFFECTIVE DATE, CEPTORAPS will refund no fees.

The foregoing states the sole obligation and exclusive liability of CEPTORAPS, and LICENSEE’s sole recourse and remedy for any infringements or claims of copyright and patent infringement by the CEPTOR SOFTWARE.

5. CONFIDENTIALITY

For purposes of This Agreement, "Confidential Information" of a PARTY means information or materials disclosed or otherwise provided by such PARTY ("Disclosing Party") to the other PARTY ("Receiving Party") that are identified as confidential or proprietary, which includes the LICENSEE data in the CEPTOR SOFTWARE, the CEPTOR SOFTWARE itself and all related materials and any other information, which the Parties acknowledges during the development of present agreement.

LICENSEE and CEPTORAPS shall be under a mutual duty to safeguard the confidentiality of all material, data, records and information about the other PARTY as well as all information received from the other PARTY in connection with the performance of the business relationship under THIS AGREEMENT, with at least the same degree of care it uses to protect its own proprietary rights.

This stipulation on confidentiality shall not apply to material, records and information (i) which are known to the public, (ii) with which the recipient is already familiar, (iii) which have been passed on by any third parties without restrictions, (iv) which have been developed separately, or (v) which have been disclosed pursuant to a legal requirement or a court order.  If a PARTY is forced to disclose pursuant to a legal requirement or a court order, then this PARTY shall promptly notify the other PARTY of such situation.

LICENSEE acknowledges that the CEPTOR SOAFTWARE and other confidential information of CEPTORAPS are valuable trade secrets of CEPTORAPS and that any unauthorized use or disclosure of such information would cause CEPTORAPS irreparable harm for which CEPTORAPS remedies at law would be inadequate. Accordingly LICENSEE acknowledges and agrees that CEPTORAPS shall be entitled to, in addition to any other remedies available to it at law or in equity, to seek the issuance of injunctive or other equitable relief.

6. LIMITATION OF LIABILITY

Except for breaches of Section 1, Section 2, Section 3, Section 5, Section 6, as a result of malware or as a result of gross negligence or willful misconduct, in no event shall either PARTY have any liability for any indirect, incidental, special or consequential damages in any way arising out of THIS AGREEMENT and however caused and under any theory of liability, including but not limited to loss of profits, loss of goodwill or loss of data, even if such party has been advised of the possibility of such damages. Except for breaches of Section 1, Section 2, Section 3, Section 5, Section 6, as a result of malware or as a result of gross negligence or willful misconduct, in no event shall either parties cumulative liability arising out of THIS AGREEMENT exceed the amounts actually paid by LICENSEE to CEPTORAPS pursuant to this agreement.

7. ASSIGNMENT

LICENSEE may not assign THIS AGREEMENT or any rights or obligations hereunder, by operation of law or otherwise without prior written consent of CEPTORAPS , which shall not be unreasonably withheld.

8. REFERENCE

The LICENSEE agrees that CEPTORAPS may disclose the name and logo of the LICENSEE as a customer on the CEPTORAPS web sites and on other promotional materials.

9. TERM AND TERMINATION

THIS AGREEMENT shall become effective on the EFFECTIVE DATE and shall remain in effect perpetually.

CEPTORAPS is entitled to terminate THIS AGREEMENT if the LICENSEE defaults in a payment or a other material obligations and, in the case of breaches capable of cure, fails to completely cure such default for a period of thirty (30) days after a written notice of the default from CEPTORAPS.

For avoidance of doubt breaches, of Section 1, Section 2, Section 4, Section 5 or lack of payment by LICENSEE is considered material in nature. The list in this paragraph is not exhaustive.

Upon the termination of the entire Agreement due to breach by LICENSEE, (i) the rights and licenses granted to LICENSEE pursuant to THIS AGREEMENT shall automatically terminate, (ii) CEPTORAPS shall certify to LICENSEE that confidential information is destroyed, (iii) LICENSEE shall certify to CEPTORAPS that confidential information is destroyed and that all CEPTOR SOFTWARE subject to THIS AGREEMENT and in LICENSEE’s possession has been destroyed or removed from LICENSEE’s equipment, (iv) LICENSEE shall cease to use all intellectual property of CEPTORAPS.

If the right to use the CEPTOR SOFTWARE is granted based on an Annual Fee both Parties shall, unless otherwise agreed, be entitled to terminate THIS AGREEMENT at six (6) months notice to the end of the first twelve (12) months period or any successive twelve (12) months period. Unless it is otherwise described LICENSEE will not have perpetual use rights to the CEPTOR SOFTWARE after termination and must document to CEPTORAPS, that the CEPTOR SOFTWARE is has been destroyed or removed from LICENSEE’s equipment, and  LICENSEE shall cease to use all intellectual property of CEPTORAPS.

When terminating THIS AGREEMENT, the LICENSEE shall pay CEPTORAPS for the services provided until the termination and/or any unsettled hours used and costs and outlays incurred, as well as any reasonable expenses that CEPTORAPS may incur as a result of the termination.

The termination shall be presented in writing in accordance with Schedule E – Information on Delivery of Notice.
Any provisions of THIS AGREEMENT that – either explicitly or by nature – extend beyond the date of termination shall continue to apply after the termination of THIS AGREEMENT irrespective of the above.

10. GOVERNING LAW AND FORUM

THIS AGREEMENT is subject to Danish Law. Any doubt about and in connection with THIS AGREEMENT shall, if a common settle cannot be obtained between the PARTIES, be brought before the ordinary courts if the matter according to the legal fees rules does not exceed DKK 500,000 excluding VAT. Exceeds the matter that amount, either PARTY may demand that the matter be settled by arbitration, established the rules under the Danish Institute of Arbitration.



Ceptor License Terms - Annual License

1. GRANT OF LICENSE

Ceptor ApS (hereinafter CEPTORAPS) hereby, on DATE (the "EFFECTIVE DATE"), grants to CLIENT (hereinafter LICENSEE), and by taking the Ceptor software in use, LICENSEE hereby accepts a non-exclusive, non-transferable, perpetual license to install and use the Ceptor software (hereinafter the CEPTOR SOFTWARE) and the Ceptor Documentation.

LICENSEE is obligated to ensure that only the Ceptor Modules in Schedule A are used and that the LICENSEE comply to any License Limitations in Schedule A. LICENSEE will not otherwise copy or reproduce the CEPTOR SOFTWARE; except for an operations outsourcing partner, disaster recovery, back-up, archival, test purposes.

The right of use may only be exercised by LICENSEE unless right of use for e.g. LICENSEE-affiliated companies or a Group of LICENSEE companies, is described elsewhere in the Agreement.

Except as provided herein, LICENSEE shall not directly or indirectly, nor shall LICENSEE permit others to: copy, duplicate or furnish to others any physical, magnetic or optical version of the CEPTOR SOFTWARE provided by CEPTORAPS; remove any copyright or other notice contained or included in the CEPTOR SOFTWARE or any material provided by CEPTORAPS; or change, modify, reverse engineer, decompile, disassemble or create derivative works from the CEPTOR SOFTWARE or any other material provided by CEPTORAPS: provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the CEPTOR SOFTWARE to or for the benefit of third parties, modify, or, except to the extent expressly authorized herein, incorporate into or with other software or create a derivative work of any part of the license materials, disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the CEPTOR SOFTWARE from any source, and: use the output or other information generated by the CEPTOR SOFTWARE (including, without limitation, output describing the structure of a software program) for any purpose other than use by the CEPTOR SOFTWARE in accordance with its specifications.

LICENSEE shall not remove the copyright notice and other proprietary notices that appear on the original CEPTOR SOFTWARE on any copies and any media thereof made in accordance with the terms of THIS AGREEMENT.

The right to use is conditional on the LICENSEE paying the Annual Fee, in accordance with the Ceptor Agreement between the LICENSEE and CEPTORAPS. If the LICENSEE does not pay the Annual Fee within thirty (30) days of the invoice date, the right to use is immediately revoked in full and any further use of the CEPTOR SOFTWARE will violate CEPTORAPS’s Title and Intellectual Property Rights.

2. TITLE AND INTELLECTUAL PROPERTY RIGHTS

CEPTORAPS shall retain all right, title and interest, including all intellectual property rights, in and to the CEPTOR SOFTWARE, all copies thereof and all related Documentation and materials including all versions and embodiments thereof and all additions and modifications thereto.

CEPTORAPS does not by THIS AGREEMENT convey any proprietary interest therein to the LICENSEE. LICENSEE agrees that the CEPTOR SOFTWARE's Documentation and any derivative works thereof, including all changes made thereto by anyone and any materials related thereto that are supplied by or developed by CEPTORAPS, are the valuable and intellectual property of CEPTORAPS.

LICENSEE further agrees to treat the CEPTOR SOFTWARE, Documentation and related materials accordingly and agrees diligently to preclude all access to the CEPTOR SOFTWARE except as provided herein, to keep the same confidential, by using the same care and discretion that LICENSEE uses with respect to its own confidential property.

LICENSEE agrees to keep all property of CEPTORAPS free and clear of all claims, liens and encumbrances.

3. WARRANTIES AND SUPPORT

CEPTORAPS warrants that the CEPTOR SOFTWARE (i) will perform in accordance with CEPTORAPS Documentation, (ii) when used by itself and in accordance with its Documentation, will not infringe the intellectual property rights of any third party.

CEPTORAPS does not warrant that the CEPTOR SOFTWARE will be error-free or will operate without interruption. LICENSEE’s exclusive remedy for breach of the warranty contained in this Section 3 shall be, at LICENSEE’s discretion, the correction of any such failure to perform, or if adequate correction has not been forthcoming within reasonable time, refund all fees paid by LICENSEE with respect to such non-conforming parts of the CEPTOR SOFTWARE. Reasonable correction time shall represent maximum 72 hours in case of a workaround (which represents a technical solution which does not imply change of CEPTOR SOFTWARE) and 2 weeks in case of a patch (which represents a technical solution which implies a change of CEPTOR SOFTWARE).

LICENSEE receives updates to the CEPTOR SOFTWARE under a Ceptor Support & Maintenance Agreement, which can be found in Schedule C. It is a condition for the License Agreement in regards to CEPTOR SOFTWARE, that LICENSEE also signs a Ceptor Maintenance & Support Agreement for at least 12 months.

The CEPTOR SOFTWARE is versioned using Semantic Versioning using at three-part version number: major version; minor version; patch version. CEPTORAPS support the two (2) latest minor version released of the CEPTOR SOFTWARE.

4. INDEMNIFICATION

CEPTORAPS shall have no liability for any claim of infringement based on (i) use of other than the latest commercially available version of the CEPTOR SOFTWARE provided to LICENSEE, to the extent the infringement would have been avoided by use of such version.

In the event the CEPTOR SOFTWARE is held to, or CEPTORAPS believes is likely to be held to, infringe any third party patent, copyright, trademark or trade secrets, CEPTORAPS shall have the right at its sole option and expense to (i) substitute or modify the CEPTOR SOFTWARE so that it is non-infringing, while retaining equivalent features and functionality; or (ii) obtain for LICENSEE a license to continue using the CEPTOR SOFTWARE under commercially reasonable terms; or (iii) if (i) and (ii) are not reasonably practicable, terminate THIS AGREEMENT as to the infringing part of the CEPTOR SOFTWARE. In the event of termination as a result of this Section 5, CEPTORAPS shall refund to LICENSEE all fees paid hereunder, but only for that particular infringing part, not the full fee.

Furthermore the amount to be refunded is calculated on the basis of the Annual Fees paid with 20% being deducted each half year, so that thirty (30) months after the EFFECTIVE DATE, CEPTORAPS will refund no fees. The maximum amount to be refunded is the Annual Fee for the ongoing 12 month period.

The foregoing states the sole obligation and exclusive liability of CEPTORAPS, and LICENSEE’s sole recourse and remedy for any infringements or claims of copyright and patent infringement by the CEPTOR SOFTWARE.

5. CONFIDENTIALITY

For purposes of This Agreement, "Confidential Information" of a PARTY means information or materials disclosed or otherwise provided by such PARTY ("Disclosing Party") to the other PARTY ("Receiving Party") that are identified as confidential or proprietary, which includes the LICENSEE data in the CEPTOR SOFTWARE, the CEPTOR SOFTWARE itself and all related materials and any other information, which the Parties acknowledges during the development of present agreement.

LICENSEE and CEPTORAPS shall be under a mutual duty to safeguard the confidentiality of all material, data, records and information about the other PARTY as well as all information received from the other PARTY in connection with the performance of the business relationship under THIS AGREEMENT, with at least the same degree of care it uses to protect its own proprietary rights.

This stipulation on confidentiality shall not apply to material, records and information (i) which are known to the public, (ii) with which the recipient is already familiar, (iii) which have been passed on by any third parties without restrictions, (iv) which have been developed separately, or (v) which have been disclosed pursuant to a legal requirement or a court order.  If a PARTY is forced to disclose pursuant to a legal requirement or a court order, then this PARTY shall promptly notify the other PARTY of such situation.

LICENSEE acknowledges that the CEPTOR SOAFTWARE and other confidential information of CEPTORAPS are valuable trade secrets of CEPTORAPS and that any unauthorized use or disclosure of such information would cause CEPTORAPS irreparable harm for which CEPTORAPS remedies at law would be inadequate. Accordingly CEPTORAPS acknowledges and agrees that CEPTORAPS shall be entitled to, in addition to any other remedies available to it at law or in equity, to seek the issuance of injunctive or other equitable relief.

7. ASSIGNMENT

LICENSEE may not assign THIS AGREEMENT or any rights or obligations hereunder, by operation of law or otherwise without prior written consent of CEPTORAPS, which shall not be unreasonably withheld.

8. REFERENCE

The LICENSEE agrees that CEPTORAPS may disclose the name and logo of the LICENSEE as a customer on the CEPTORAPS web sites and on other promotional materials.

9. TERM AND TERMINATION

THIS AGREEMENT shall become effective on the EFFECTIVE DATE and shall remain in effect perpetually.

CEPTORAPS is entitled to terminate THIS AGREEMENT if the LICENSEE defaults in a payment or a other material obligations and, in the case of breaches capable of cure, fails to completely cure such default for a period of thirty (30) days after a written notice of the default from CEPTORAPS.

For avoidance of doubt breaches, of Section 1, Section 2, Section 4, Section 5 or lack of payment by LICENSEE is considered material in nature. The list in this paragraph is not exhaustive.

Upon the termination of the entire Agreement due to breach by LICENSEE, (i) the rights and licenses granted to LICENSEE pursuant to THIS AGREEMENT shall automatically terminate, (ii) CEPTORAPS shall certify to LICENSEE that confidential information is destroyed, (iii) LICENSEE shall certify to CEPTORAPS that confidential information is destroyed and that all CEPTOR SOFTWARE subject to THIS AGREEMENT and in LICENSEE’s possession has been destroyed or removed from LICENSEE’s equipment, (iv) LICENSEE shall cease to use all intellectual property of CEPTORAPS.

When terminating THIS AGREEMENT, the LICENSEE shall pay CEPTORAPS for the services provided until the termination and/or any unsettled hours used and costs and outlays incurred, as well as any reasonable expenses that CEPTORAPS may incur as a result of the termination.

The termination shall be presented in writing in accordance with Schedule E – Information on Delivery of Notice.
Any provisions of THIS AGREEMENT that – either explicitly or by nature – extend beyond the date of termination shall continue to apply after the termination of THIS AGREEMENT irrespective of the above.

The LICENSEE can still use the latest version made available by CEPTORAPS up to the point of termination of THIS AGREEMENT, unless the termination is due breach, by LICENSEE, of Section 1, Section 2, Section 5, Section 6 or lack of payment.

10. GOVERNING LAW AND FORUM

THIS AGREEMENT is subject to Danish Law. Any doubt about and in connection with THIS AGREEMENT shall, if a common settle cannot be obtained between the PARTIES, be brought before the ordinary courts if the matter according to the legal fees rules does not exceed DKK 500,000 excluding VAT. Exceeds the matter that amount, either PARTY may demand that the matter be settled by arbitration, established the rules under the Danish Institute of Arbitration.