CIMCO Edit 2022 User Guide

END USER LICENSE AGREEMENT
CONCERNING
CIMCO Software 2022 (the “Software”)

WARNING! IF YOU COMPLETE THE INSTALLATION OF THIS SOFTWARE OR IF YOU ACTIVATE THE SOFTWARE, YOU ARE CONSIDERED TO HAVE ACCEPTED – AND YOU WILL BE LEGALLY BOUND BY - THIS END USER LICENSE AGREEMENT.

1. SCOPE: This End User License Agreement (the "License Agreement") sets out the terms and conditions of your license to install, access and use the standard version of the Software specified above, including upgrades and accompanying documentation. This License Agreement covers the Software in the unmodified standard version and all subsequent upgrades thereof, which is made available to you by or on behalf of CIMCO A/S, corporate ID CVR32323510, Vermundsgade 38, 3. floor, 2100 Copenhagen, Denmark (the "Licensor").

2. GRANT OF LICENSE AND EFFECTIVE DATE: Conditional upon your payment of the agreed license fee, Licensor grants you a non-exclusive, non-transferable and perpetual license (a "License") to install, access and use the Software, but only in object-code format, on the terms and conditions set forth herein. The number of Licenses you have acquired and paid for, determines the number of copies of the Software you are permitted to make and the number of end users which may access and use the Software. One (1) License covers one (1) copy of the Software and permits one (1) end user to access and use the Software. The effective date of your License(s) is the date, where you for the first time have paid the applicable license fee.

3. TITLE AND PROPRIETARY INFORMATION: Full title to the Software shall remain with Licensor and nothing in this License Agreement shall be construed as a transfer of Licensor’s title to the Software to you or to any third party. If you install the Software you automatically acknowledge and accept that the Software represents valuable trade secrets to Licensor, and that you must keep and use the Software in confidence and in accordance with the terms and conditions of this License Agreement.

4. REPRODUCTION OF SOURCE CODE: You agree not to disassemble, reverse compile, or reverse engineer the Software or any part thereof, or take any other action in order to reproduce the source code of the Software, except as expressly permitted in article 6 of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs as incorporated into Danish law by article 37 of the Danish Act No. 1144 of October 23, 2014 on Copyrights (in Danish “Ophavsretsloven”). Therefore, the License includes a limited right for you as the Licensee to reproduce the source code of the Software on the following conditions, which shall all be fulfilled at the relevant time: (a) reproduction of the source code is indispensable to obtain the information, which is necessary to achieve interoperability between the Software and other programs, (b) the task of reproduction of the source code is performed by you or by another person having a right to use the Software, or on your behalf by a person authorized to do so; (c) the information necessary to achieve interoperability have not previously been readily available to you; and (d) reproduction of source code is confined to those parts of the Software which are necessary in order to achieve interoperability. You shall not under any circumstances (e) use information obtained through reproduction of the source code of the Software for any other purpose than to achieve the interoperability of the Software; (f) give such information to others, except when necessary to achieve the desired interoperability of the Software; or (c) use such information for the development, production, or marketing of a software program substantially similar to the Software in its expression, or for any other acts which infringe Licensor’s copyright.

5. COPYING THE SOFTWARE: You agree not to copy the Software, except as expressly permitted in the articles 4 and 5 of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs as incorporated into Danish law by article 36 of the Danish Act No. 1144 of October 23, 2014 on Copyrights ( in Danish “Ophavsretsloven”). Therefore, the License includes a limited right for you as the Licensee (a) to make such number of internal copies of the Software, which are strictly necessary to ensure the Software performs in accordance with its objectives; and (b) to make an internal back-up copy of the Software, if, and to the extent, this is necessary for your use of the Software.

6. TERMINATION AND EFFECTS OF TERMINATION: You may terminate this License Agreement upon thirty (30) days written notice to Licensor. Licensor may immediately terminate any or all Licenses without further obligation or liability (a) if you fail to pay the applicable license fee or any other amount due hereunder and you continue to be delinquent for a period of thirty (30) days after the last day on which payment was due; or (b) if a petition alleging insolvency is filed by or against you, or a receiver is appointed for any part of your business, or your assets are assigned for the benefit of your creditors; or (e) if you commit any other breach of this License Agreement and fail to remedy such breach within thirty (30) days after written notice by Licensor of such breach, or (d) if you violate anyone of the Articles 3, 4, or 5 herein. Upon termination of this License Agreement or any License granted hereunder, you shall immediately cease using the Software and without delay un-install and destroy all copies of the Software and all related documentation. Termination of this License Agreement or any License granted hereunder shall not release you from the obligations of the Articles 3, 4 and 5 herein. The termination of this License Agreement shall not affect the survival of the representations, warranties, and covenants contained herein.

7. INDEMNIFICATION OF LICENSOR: You agree to indemnify and hold harmless Licensor, its distributors and its retailers and each of their respective officers, directors, and employees against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by them by reason of any claim, suit or proceedings arising out of or in connection with: (a) any content, information, or other materials posted, provided, uploaded, submitted, shared, published, distributed, made available, accessible or usable on, to, from or through the Software ("User Content"); or (b) any illegal or damaging usage of User Content, such as, but not limited to, usage infringing upon intellectual property rights or violating trade secrets or other rights, or causing death or bodily injury or damage to tangible assets or real property; or (c) any breach of or failure by you to comply with this License Agreement; or (d) any other use of the Software made by you (or by anyone who accesses the Software through you).

8. DISCLAIMER OF ALL WARRANTIES: EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS LICENSE AGREEMENT, IF ANY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES, AND YOU (IN YOUR CAPACITY OF LICENSEE) RECEIVE, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO THE LICENSED SOFTWARE. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE LICENSED SOFTWARE AND ITS FEATURES OR FUNCTIONALITY IN ANY MATERIALS PROVIDED TO OR IN ANY COMMUNICATION WITH YOU ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE OPERATION OR OUTPUT OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER SUPPORT BY LICENSOR OR ANY THIRD PARTY. NOTHING IN THE FOREGONG SHALL RESTRICT THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW AND WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

9. LIMITATION OF LICENSOR’S LIABILITY: IN NO EVENT WILL LICENSOR HAVE ANY LIABILITY ( DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, DATA, OR FOR BUSINESS INTERRUPTIONS. IN ADDITION, THE MAXIMUM LIABILITY OF LICENSOR ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE WILL NOT EXCEED AN AMOUNT CORRECPONDING TO THE AGGREGATE LICENSE FEES PAID OR PAYABLE BY LICENSEE FOR THE LICENSES COVERED BY THE LICENSE AGREEMENT. THE LIMITATIONS OF LIABILITY IN THIS ARTICLE 9 WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSE FEES PAID BY YOU ARE BASED ON AND REFLECTIVE OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS ARTICLE 9 AND THAT THE LIABILITY LIMITATIONS HEREIN ARE AN ESSENTIAL ELEMENT OF THIS LICENSE AGREEMENT.

10. SALE OF LICENSES TO THE UNITED STATES GOVERNMENT: For U.S. Government procurements, the Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software - Restricted Rights" and DFARS 227.7202, "Rights in Commercial Computer Software or Commercial Computer Software Documentation", as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government will be solely in accordance with license rights and restrictions described therein.

11. SEVERABILITY: Should any provision of this License Agreement be invalid, ineffective, or unenforceable, under present or future laws, the remainder of the provision shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12. ENTIRE AGREEMENT: You acknowledge that you have read this License Agreement before you complete installation of the Software or before you access and start using the Software and you acknowledge and agree that this License Agreement is the complete and exclusive statement of the agreement between us, and that it supersedes all prior proposals and understandings, oral and written, relating to the Software licensed pursuant to this License Agreement. This License Agreement shall not be modified or rescinded except in writing signed by both of us. Notwithstanding the aforementioned sentences, you acknowledge and accept that the licensed Software may contain or be accompanied by third-party software, data, or other materials that are subject to and provided in accordance with third-party license terms that are in addition to or different from the terms set forth in this License Agreement. Such third-party license terms may be included or referenced to or with such third- party software, data, or other materials (e.g., in the "About box"), or at a web page specified by Licensor (the URL for which may be obtained on request to Licensee). You hereby agree to comply with such third-party terms as the case may be.

13. CHOICE OF LAW AND VENUE: You acknowledge and accept that this License Agreement and all aspects of the agreement, including the construction, interpretation, and validity of the agreement, shall be exclusively governed by Danish law, except its conflict of laws rules. Any dispute between us related to this License Agreement and which cannot be otherwise settled by our agreement, must be brought before the courts of Denmark to the exclusion of the courts of any other jurisdiction.