License Terms

1. DEFINITIONS

• “CEPTOR” means Ceptor ApS, the legal owner of all right, title, and interest, including all intellectual property rights, in and to the Ceptor software (hereinafter CEPTOR SOFTWARE).
• “CEPTOR AGREEMENT” means an agreement signed between a CLIENT and CEPTOR or a CEPTOR RESELLER.
• “CEPTOR DOCUMENTATION” means CEPTOR's then-current technical and/or functional documentation which is delivered or made available to LICENSEE with the CEPTOR SOFTWARE under these LICENSE TERMS.
• “CEPTOR RESELLER” means an independent entity authorized by CEPTOR to market, promote and distribute the CEPTOR SOFTWARE and/or to provide CEPTOR RESELLER delivered support and custom development to the CEPTOR SOFTWARE.
• “CEPTOR SOFTWARE” means (i) any and all software products licensed to LICENSEE under these LICENSE TERMS as specified in the CEPTOR AGREEMENT hereto, all as developed by or for CEPTOR and/or any of their affiliated companies and delivered to LICENSEE hereunder; (ii) any new releases, updates or versions thereof made available to LICENSEE and (iii) any complete or partial copies of any of the foregoing.
• “CLIENT” means a LICENSEE of the CEPTOR SOFTWARE.
• “EFFECTIVE DATE” means the date that a CEPTOR AGREEMENT is signed as defined in the CEPTOR AGREEMENT.
• “LICENSE” means either a perpetual license (hereinafter PERPETUAL LICENSE) or an annual license (hereinafter ANNUAL LICENSE) as defined by the CEPTOR AGREEMENT.
• “SCHEDULE A” means Schedule A in the CEPTOR AGREEMENT describing the licensed material.
• “PARTY” means CEPTOR or LICENSEE which collectively is referred to as the “PARTIES”.

2. GRANT OF LICENSE

CEPTOR hereby, on the EFFECTIVE DATE grants to LICENSEE, and by taking the CEPTOR SOFTWARE in use, LICENSEE hereby accepts a non-exclusive, non-transferable LICENSE to install and use 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 with 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 the right of use e.g. LICENSEE-affiliated companies or a Group of LICENSEE companies, is described elsewhere in the CEPTOR 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 CEPTOR; remove any copyright or other notice contained or included in the CEPTOR SOFTWARE or any material provided by CEPTOR; or change, modify, reverse engineer, decompile, disassemble or create derivative works from the CEPTOR SOFTWARE or any other material provided by CEPTOR: 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 these LICENSE TERMS.

The right to use is conditional on the LICENSEE paying the License Fee, in accordance with the CEPTOR AGREEMENT. If the LICENSEE does not pay the License Fee within the agreed payment terms, the right to use is immediately revoked in full and any further use of the CEPTOR SOFTWARE will violate CEPTOR’s Title and Intellectual Property Rights.

3. TITLE AND INTELLECTUAL PROPERTY RIGHTS

CEPTOR shall retain all right, title, and interest, including all intellectual property rights, in and to the CEPTOR SOFTWARE, all copies thereof, and all related CEPTOR DOCUMENTATION and materials including all versions and embodiments thereof and all additions and modifications thereto.
 
CEPTOR does not by these LICENSE TERMS convey any proprietary interest therein to the LICENSEE. LICENSEE agrees that the CEPTOR 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 CEPTOR, are the valuable and intellectual property of CEPTOR.
 
LICENSEE further agrees to treat the CEPTOR SOFTWARE, CEPTOR 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 CEPTOR free and clear of all claims, liens, and encumbrances.

4. WARRANTIES AND SUPPORT

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

CEPTOR 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.

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 regard 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 a three-part version number: major version; minor version; patch version. CEPTOR support the two (2) latest minor version released of the CEPTOR SOFTWARE.

5. INDEMNIFICATION

CEPTOR 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 CEPTOR believes is likely to be held to, infringe any third party patent, copyright, trademark, or trade secrets, CEPTOR 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 4, CEPTOR shall refund to LICENSEE all fees paid hereunder, but only for that particular infringing part, not the full fee.

Furthermore if:

• PERPETUAL LICENSE 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, CEPTOR will refund no fees.
• ANNUAL LICENSE 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, CEPTOR will refund no fees. The maximum amount to be refunded is the Annual Fee for the ongoing twelve (12) month period.

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

6. CONFIDENTIALITY

For purposes of these CTLs, "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 acknowledge during the development of these LICENSE TERMS.

LICENSEE and CEPTOR 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 these LICENSE TERMS, 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 SOFTWARE and other confidential information of CEPTOR are valuable trade secrets of CEPTOR and that any unauthorized use or disclosure of such information would cause CEPTOR irreparable harm for which CEPTOR’s remedies at law would be inadequate. Accordingly, LICENSEE acknowledges and agrees that CEPTOR 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. 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.

8. ASSIGNMENT

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.

9. REFERENCE

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.