CBABelgium.com Software License Agreement

CBABelgium.com is willing to license Phoranso, and the applicable user documentation (the “SOFTWARE”) only on the condition that the user of the software (the “LICENSEE”) accepts all of the terms and conditions of this end user license agreement (the “AGREEMENT”).

BY OPENING, INSTALLING, USING, ACCESSING OR MANIPULATING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.  IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, CBABelgium.com IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE, AND LICENSEE SHOULD RETURN THIS AGREEMENT AND THE SOFTWARE PROMPTLY TO CBABelgium.com.  

1. LICENSE AND RESTRICTIONS.

(a) License. Licensee is permitted to install and use the Software in machine-readable form on one (1) computer solely for Licensee's private, personal, non-commercial, non-military use. Licensee may copy the Software only for backup purposes, provided that, Licensee reproduces all copyright and other proprietary notices that are on the original copy of the Software.  

(b) Restrictions.  Except as expressly provided in this Agreement, Licensee may not (i) use, copy, display, perform, modify or create derivative works of the Software in whole or in part, or merge the Software with any third party products; (ii) translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of or the internal communications protocols used by the Software; (iii) rent, lease, loan, sublicense, distribute, transfer, use as a service bureau or otherwise allow third parties to access the Software; (iv) remove any proprietary or intellectual property notices, labels, or marks on the Software; or (v) otherwise use the Software or copy the Software, except as expressly permitted under Section 1(a). Licensee shall be responsible for obtaining all hardware and software products necessary for the operation of the Software.  If applicable, Licensee shall be solely responsible for obtaining Internet access necessary for the operation of the Internet-enabled functionality of the Software.

2. PAYMENT.  Licensee is responsible for all license fees associated with the Software payable to CBABelgium.com.  All payments must be made in U.S. dollars or EURO.  The license fees exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges, and Licensee will be responsible for payment of all such taxes (other than taxes based on CBABelgium’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the license fees or the delivery or license of the Software to Licensee.     

3. OTHER SERVICES.  Licensee acknowledges that nothing under this Agreement obligates CBABelgium.com to perform, provide, or render any services of any kind, including, but not limited to support, training, or consulting services. 

4. OWNERSHIP.  CBABelgium.com shall retain all right, title, and interest to or residing in the Software subject to this Agreement, including without limitation all existing and future worldwide patents, patent applications, trademarks, trade names, services marks, inventions, copyrights, know-how, trade secrets and other proprietary rights. CBABelgium.com reserves all rights not expressly granted to Licensee.

5. TERM AND TERMINATION.  The Agreement becomes effective when Licensee agrees to the terms and conditions of this Agreement by opening, installing, using, accessing or manipulating the Software, and will terminate immediately if Licensee materially breaches any term or condition of this Agreement. Licensee agrees upon termination to promptly return to CBABelgium.com all Software and any copies thereof.  The provisions of Sections 4 (Ownership), 6 (Warranty Disclaimer), 7 (Limitation of Liability), and 9 (General) shall survive the expiration or termination of this Agreement.  

6. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” AND CBABelgium.com DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, FOR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT.  FURTHER, CBABelgium.com DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CBABelgium.com SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.  

7. LIMITATION OF LIABILITY.  IN NO EVENT WILL CBABelgium.com BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOST DATA, LOST PROFITS, INTERRUPTION OF BUSINESS OR OTHER SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR INCIDENTAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR OTHERWISE RELATING TO THIS AGREEMENT, REGARDLESS IF CBABelgium.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  CBABelgium.com’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE,  WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY CBABelgium.com FROM LICENSEE AS CONSIDERATION FOR THE LICENSES GRANTED UNDER THE TERMS OF THIS AGREEMENT.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES PROVIDED UNDER THIS AGREEMENT.  

8. EXPORT LAWS. The Software and related technology are subject to Belgium export control laws and may be subject to export or import regulations in other countries.  Licensee agrees to strictly comply with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export or import as may be required.   

9. GENERAL.    This Agreement shall be governed by the laws of Belgium, excluding its conflict of laws principles, and the parties hereby consent to jurisdiction and venue in the state and federal courts sitting in Leuven, Belgium.  In any such dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party. Licensee may not assign or transfer its rights or obligations arising under this Agreement to any third party, and any such attempted assignment or transfer shall be void and without effect.  This Agreement may not be modified except upon mutual written agreement of both parties.  The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.  If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.  This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement.  Nothing contained in any purchase order, order acknowledgement form, order confirmation form, task order, invoice, delivery order, or similar documents submitted by Licensee to CBABelgium.com shall in any way modify or add to the terms and conditions contained in this Agreement.

THE SOFTWARE IS PROTECTED BY BELGIUM’S COPYRIGHT LAW AND INTERNATIONAL TREATY;

UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.