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LICENSE
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Standard Software License - Terms and conditions
------------------------------------------------
1. Definitions
==============
This Agreement is valid from the moment of publish (hereinafter: **Effective Date**) and governs the relationship
between Licensor (explained below) and Licensee (explained below).
- **Software:** the computer program binary
- **Source code:** Textual representation which enables creation of Software
- **Documentation:** Information about software and source code.
- **Licensor:** Melexis N.V.
- **Licensee:** Person or a company who Licensor provided access to Software
- **Licensee product:** Physical or virtual product or Software in which Licensee is using Licensor Software or
Source code including but not limited to Devices, Websites, Servers.
- **Software Act:** Law of June 30, 1994 transposing into Belgian law the European Directive of May 14, 1991 on the
legal protection of computer programs.
This Agreement sets the terms, rights, restrictions and obligations on using
Standard Software License (hereinafter: The Software) created and owned by Licensor, as detailed herein.
2. License Grant
================
Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Pepetual, Commercial, Royalty free,
Including the rights to create but not distribute derivative works, Non-exclusive license, all with accordance with
the terms set forth and other legal restrictions set forth in 3rd party software used while running Software and/or
using Source code and/or Documentation. Licensor holds copyrights of the Software, Source code and Documentation.
1. **Limited**: Licensee may use Software for the purpose of:
1. Running Software on Licensee’s product;
2. Allowing 3rd Parties to run Software on Licensee’s Products;
3. Publishing Software’s output to Licensee and 3rd Parties;
4. Modify Software and Source Code to suit Licensee’s needs and specifications.
2. This license is granted perpetually, as long as you do not materially breach it.
3. **Binary Restricted**: Licensee may sublicense Software as a part of a larger work containing more than
Software, distributed solely in Object or Binary form under a personal, non-sublicensable, limited license.
Such redistribution shall be limited to unlimited codebases.
4. **Non Assignable & Non-Transferable**: Licensee may not assign or transfer his rights and duties under this
license.
5. **Commercial, Royalty Free**: Licensee may use Software for any purpose, including paid-services, without any
royalties
6. **Including the Right to Create Derivative Works**: Licensee may create derivative works based on Software,
including amending Software’s source code, modifying it, integrating it into a larger work or removing portions
of Software, as long as no distribution of the derivative works is made.
7. **With Attribution Requirements**:
1. Reference to the Licensor main website should be provided inside manual
3. Term & Termination
=====================
This license is granted for an indefinite period. Licensor may terminate this Agreement at any time, including
Licensee’s license in the case where Licensee:
1. became insolvent or otherwise entered into any liquidation process; or
2. exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
3. Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately
upon notification; or
4. Licensee in breach of any of the terms of clause 2 to this license; or
5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under
this License.
Termination of this license requires Licensee to terminate the original and all copies of Software and related
documentation.
4. Payment
==========
In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, which amount is not part of
this License, as well as method of payment which Licensor may deem adequate. Failure to perform payment shall construe
as material breach of this Agreement.
5. Upgrades, Updates and Fixes
==============================
Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to
his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and
fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall
provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates
or Fixes.
1. **Upgrades**: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which
contains new features and or major performance improvements and shall be marked as a new version number. For
example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number
2.0.0.
2. **Updates**: for the purpose of this license, an update shall be a minor amendment in The Software, which may
contain new features or minor improvements and shall be marked as a new sub-version number. For example,
should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
3. **Fix**: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove
bugs or alter minor features which impair the The Software's functionality. A fix shall be marked as a new
sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall
commence under number 1.1.2.
6. Support
==========
Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement
shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect
in The Software.
1. **Bug Notification**: Licensee must provide Licensor of details regarding any bug, defect or failure in The
Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for
information regarding bugs, defects or failures and furnish him with information, screenshots and try to
reproduce such bugs, defects or failures.
2. **Feature Request**: Licensee may request additional features in Software, provided, however, that
- (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor;
- (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature,
to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development
of such feature, in direct competition with Licensor;
- (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any
other intellectual property right; and
- (iv) Licensee developed, envisioned or created the feature solely by himself.
7. Liability
============
To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any
limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s
actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers,
other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any
defect in source code written by Licensee when relying on The Software or using The Software’s source code.
8. Warranty
===========
1. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software
shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that
Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of
operating software and undertake the risks contained in running The Software on License’s Products.
2. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought
against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this
license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify
Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such
lawsuit or claim.
3. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in
relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim
brought by Licensee against Licensor be denied, in part or in full. All disputes arising from this contract are
within the exclusive jurisdiction of the courts of the judicial district of Antwerp, Department of Hasselt.
This agreement is governed by Belgian law and Software law.