7. LIMITATION OF LIABILITY
Except for breaches of Section 2, Section 3, Section 4, Section 6, Section 7, 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 these LICENSE TERMS 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 2, Section 3, Section 4, Section 6, Section 7, as a result of malware or as a result of gross negligence or willful misconduct, in no event shall either party cumulative liability arising out of these LICENSE TERMS exceed the amounts actually paid by LICENSEE to CEPTOR pursuant to these LICENSE TERMS.
LICENSEE may not assign these LICENSE TERMS or any rights or obligations hereunder, by operation of law or otherwise without prior written consent of CEPTOR, which shall not be unreasonably withheld.
The LICENSEE agrees that CEPTOR may disclose the name and logo of the LICENSEE as a customer on the CEPTOR websites and on other promotional materials.
10. TERM AND TERMINATION
These LICENSE TERMS shall become effective on the EFFECTIVE DATE and shall remain in effect perpetually.
CEPTOR is entitled to terminate these LICENSE TERMS if the LICENSEE defaults in a payment or another material obligation and, in the case of breaches capable of cure, fails to completely cure such default for a period of thirty (30) days after written notice of the default from CEPTOR or a CEPTOR RESELLER.
For the avoidance of doubt breaches, Section 2, Section 3, Section 5, Section 6 or lack of payment by LICENSEE is considered material in nature. The list in this paragraph is not exhaustive.
Upon the termination of these LICENSE TERMS due to breach by LICENSEE, (i) the rights and licenses granted to LICENSEE pursuant to these LICENSE TERMS shall automatically terminate, (ii) CEPTOR shall certify to LICENSEE that confidential information is destroyed, (iii) LICENSEE shall certify to CEPTOR that confidential information is destroyed and that all CEPTOR SOFTWARE subject to these LICENSE TERMS and in LICENSEE’s possession has been destroyed or removed from LICENSEE’s equipment, (iv) LICENSEE shall cease to use all intellectual property of CEPTOR.
When terminating these LICENSE TERMS, the LICENSEE shall pay CEPTOR 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 CEPTOR 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 these LICENSE TERMS that – either explicitly or by nature – extend beyond the date of termination shall continue to apply after the termination of these LICENSE TERMS irrespective of the above.
If PERPETUAL LICENSE: The LICENSEE can still use the latest version made available by CEPTOR up to the point of termination of these LICENSE TERMS, unless the termination is due breach, by LICENSEE, of Section 2, Section 3, Section 6, Section 7, or lack of payment.
If ANNUAL LICENSE: 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 these LICENSE TERMS 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 CEPTOR, that the CEPTOR SOFTWARE is has been destroyed or removed from LICENSEE’s equipment, and LICENSEE shall cease to use all intellectual property of CEPTOR.
11. GOVERNING LAW AND FORUM
These LICENSE TERMS are subject to Danish Law. Any doubt about and in connection with these LICENSE TERMS shall, if a common settlement 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.