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1. ”Agreement” shall mean this End User Agreement with incorporated references.
2. "Affiliate" shall mean any entity which End User directly or indirectly controls, through 50% or more voting control.
3. “Dataloy” means Dataloy Systems AS, a company duly registered under the laws of Norway, with company no. 984 316 453 and address Domkirkegaten 3, 5017 Bergen, Norway
4. “Date of Delivery” shall mean the day that the Licensed Software was received by the End User or made available to End User online by Dataloy as a Hosted Service.
5. “Documentation” shall mean user manuals and other published specifications related to the Licensed Software.
6. “End User” shall mean the company (or individual) purchasing Dataloy Software or Hosted Services and thereby submitting to the terms and conditions of this Agreement.
7. “Error” shall refer to the Licensed Software or part of the Licensed Software that does not operate in conformity with Dataloy's user manuals found in the Dataloy Knowledge Base.
8. “Hosted Services” shall mean any Software or service purchased by End User as a hosted service hosted by Dataloy, which among others may include online/on-demand versions of Licensed Software, mere hosting services, etc.
9. “Intellectual Property Rights" shall mean all and any intellectual property rights arising under statute, regulations, ordinance, common law, treaty, convention or otherwise, and whether or not vested or inchoate, including, without limitation patents and inventor's rights, copyrights and neighbouring rights, trademark rights, design rights, rights to trade secrets and Confidential Information, know how, etc.
10. “License” shall mean the limited usage right to the Licensed Software and/or Hosted Services granted to End User according to Clause 4 below.
11. “License Fee” shall mean the up front fee(s) payable by the End User for the right to use the Licensed Software and/or the Hosted Services according to the prices specified in the Price List in effect at the time of purchase.
12. “Licensed Software" shall mean the Software purchased by End User, either as a software product or a Hosted Service, through placement of order(s) as prescribed in this Agreement, including all updates, revisions, modifications, bug fixes, and new versions and releases thereof rightfully received by End User. Purchases are made by End User through submission of Dataloy's online order form and confirmed automatically through order confirmations generated by Dataloy.
13. “Maintenance and Support Fee” shall mean the yearly maintenance and support fee to be paid by End User, in addition to the License Fee, as long as the End User subscribes to Dataloy's maintenance and support-service, which among others gives End User access to updates, revisions, modifications, bug fixes, and new versions and releases of the Licensed SoftwareMaintenance and Support Services.
14. "Maintenance and Support Services" shall mean such maintenance and support services as described in... <INSERT URL>.
15. “Price List” shall mean Dataloy's standard price list at any time, stating the license fees (prices) related to Software products and Hosted Services. All prices are stated ex VAT and other applicable fees and taxes.
16. “Software" refers to any object code computer program or plugin included in the software suite offered by Dataloy at any time.
17. “User” shall mean any individual person rightfully authorised by the End User to use the Licensed Software in accordance with this Agreement.

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Dataloy grants to End User, and End User accepts, a nonexclusive, nontransferable and non-sublicenseable right to use Licensed Software and/or Hosted Services, in accordance with the terms and conditions of this Agreement and with the restrictions contained in this Clause 4 and in Clause 8 below (regarding mandatory maintenance Maintenance and support servicesSupport Services).

The License is restricted to use of Licensed Software and/or Hosted Services only by the number of authorised Users specified in End User's order(s) and confirmed in Dataloy's order confirmation(s) as basis for End User's purchase(s) and the calculated License Fee. Authorised Users may include End User's employees, representatives, consultants, contractors and agents. End User shall be responsible for all Users' compliance with this Agreement.

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End User may not reverse engineer and/or compile or disassemble the Licensed Software. Under no circumstances shall the Licensed Software be used by End User to generate or tune alternative models, correlations or numerical solutions to the Licensed Software. The End User is not entitled to make any modifications to the Licensed Software. Any modifications made to the Licensed Software will terminate any duty of Dataloy under warranties or the Maintenance Agreement as described in <INSERT LINK TO MAINTENANCE & SUPPORT PAGE> and and Dataloy's obligation to provide Maintenance and Support Services and will be regarded as a material breach of the Agreement.

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End User shall be obliged to purchase maintenance Maintenance and support services Support Services from Dataloy for all Licensed Software and Hosted Services covered by the License. Maintenance and Support services Services are governed by Dataloy's standard terms and conditions available at <INSERT LINK TO MAINTENANCE & SUPPORT PAGE>. End User's License to use the Licensed Software and Hosted Services or any parts thereof according to this Agreement expires as of the date when the thereto related maintenance and support-agreement is terminatedEnd User terminates it's subscription to Maintenance and Support Services.

9. TRAINING

End User should ensure that its Users have a basic understanding of the capabilities and limitations of the Licensed Software and Hosted Services. All Users need the necessary training and competence to perform the work associated with the use of the Licensed Software and must study the relevant Dataloy user manuals found in the Dataloy Knowledge Base.

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End User may not transfer this Agreement to any third party or grant any sublicenses without the prior written approval of Dataloy. Licensed Software cannot be moved to a different site without the prior written approval of Dataloy, and payment of a transfer and administration fee as described in <INSERT LINK TO MAINTENANCE & SUPPORT PAGE>. If on-site assistance in transferring the Licensed Software to another computer is needed, assistance will be charged according to the Dataloy’s standard consulting rates.

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In no event regardless of any negligence shall Dataloy be liable for any consequential, incidental, indirect, special or consequential damages, including but not limited to any lost revenue, profits, investments, data, use or lost savings arising out of the use or inability to use the Licensed Software or Hosted Services even if Dataloy has been advised of the possibility of such potential loss or damage. Any liability for damages arising out of this Agreement shall in no event exceed the amount received by Dataloy from End User with respect to the particular transaction that gives rise to the liability, exclusive maintenance and support feeMaintenance and Support Fee(s), and value-added tax.

16. INDEMNITY

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