GP-Cloud On-Premise End User License Agreement

Last updated: December 14, 2022

IMPORTANT – READ CAREFULLY:

This End-User License Agreement (EULA) is a legal agreement between you (either an individual or a single legal entity) (Licensee) and GPSPATRON. to use GP-Cloud (Software). This EULA applies after the Licensee has received the Software from a Reseller or GPSPATRON. The Licensee agrees to be bound by the terms of this EULA by installing, copying, downloading, or otherwise using the Software or clicking the “I Accept/ Agree” button if acquiring the Software online.

1. DEFINITION

“Affiliate” means with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect, control with such entity or one or more of the other Affiliates of that entity (or a combination thereof).
“Business Day” means any calendar day other than a Saturday, Sunday;
“Business Hours” means from 9:00 a.m. to 5:00 p.m. Central European Time on a Business Day;
“Confidential Information” means all non-public, proprietary, confidential information pertaining to or concerning a party or its Affiliates, including (i) all confidential information relating to the business and affairs of the Licensee or any Affiliate thereof, including all data stored on or processed by the Software and all information relating to its operations, technology, and (ii) all confidential information relating to the business and affairs of Licensor or any Affiliate thereof, including all information relating to its operations, financial affairs, technology, clients and projects undertaken for its clients, and (iii) the logic, structure, sequence and organization of the Software, and all information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee, relating to the Software, provided that:
– information that is independently developed by the receiving party;
– information which becomes part of the public domain (other than through unauthorized disclosure by the receiving party); or
-information which, to the knowledge of the receiving party, is disclosed by the owner of such information to a third party free of any obligation of confidentiality or of which either party gained knowledge or possession free of any obligation of confidentiality,
shall not be considered Confidential Information;

“Customer Support Portal” means a customer web portal on https://support.gpspatron.com that provides customers with a single point of access to Documentation and the ability to register requests;
“Documentation” means standard documentation (print or electronic media) supplied by Licensor to the Licensee in respect of the Software or Releases, and containing descriptive information, as the case may be, regarding functionality, defects corrections, installation, operating and maintenance instructions;
“Error” means any error with respect to the Software which, after consultation with Licensee, Licensor reasonably determines is the direct result of the incorrect functioning of the Software causing incorrect results or incorrect functions to occur during, or a result of Licensee’s use of the Software;
“Fees” mean all fees and expenses payable by the Licensee to GPSPATRON or Reseller, as applicable, in licensing the Software and, as applicable, for Maintenance.
“GPSPATRON” is trademark of GPSPATRON Sp. z o. o., 20 Prosta str, Warsaw, 00-850, Poland. United States Patent and Trademark Office (USPTO), Serial Number #88894699. European Union Intellectual Property Office (EUIPO), trade mark number 018123323;
“Maintenance” means the provision by GPSPATRON to Licensee, under a separate agreement, of Software updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) for the sole purpose of addressing technical issues relating to the use of the Software;
“Reseller” means an entity selling and distributing GPSPATRON products which is authorized by GPSPATRON to do so;
“Release” means a new version of the Software, released by Licensor according, that may contain enhancements, functional changes, modifications, extensions, Error corrections, or bug fixes;
“Request Support” means the process through which Licensee submits a support request on Customer Support Portal to advise Licensor that there is a Licensee request for support;
“Software” means the GP-Cloud software that is licensed to Licensee subject to the terms and conditions of this EULA, which includes computer software, associated media, printed materials, online documentation, Internet-based services;
“Time and Materials Charges” means the charges for incidental services and materials not covered by Software maintenance, upgrades and technical support services, or included in a work order, as such charges are amended by Licensor from time to time at their sole discretion;
“Third-Party Software” means the third-party software that is required in order for the Software to perform its functionality as agreed to by the parties;
“Use” means to activate the processing capabilities of the Software, load, execute, access, employ, utilize, store the Software, or display information resulting from such capabilities or perform any other actions with the Software in accordance with the purposes of its designation.

2. LICENSE TO USE THE SOFTWARE

Upon acceptance of this EULA, Licensor hereby grants to the Licensee, for the internal use of the Licensee only, a non-exclusive, non-transferable license to Use the Software for the sole and exclusive purpose of GNSS signal quality analysis, GNSS threats detection and classification.

3. DELIVERY OF THE SOFTWARE AND INSTALLATION

Unless engaged to perform installation services for the installation fees set, Licensor is only responsible for electronically delivering the Software and Documentation to Licensee’s location. Licensee shall be responsible for the installation of the Software and Third-Party Software on the Licensee‘s server(s).

At the request of the Licensee, Licensor shall provide engineer to install and configure the Software and provide training for one designated employee of the Licensee about the installation and configuration process. Installation and training can be done online or on-site.

In the event Licensor installs the Software, the Licensee shall pay the Installation Services Fees based on current Time and Materials Charges, plus, if required, all reasonable out-of-pocket expenses in connection with such installation or tanning, including without limitation travel expenses of the engineer(s).

4. LICENSE ACTIVATION

Access, and continued use of the Software require a License Key File. Licensee must run GPSPATRON License Manager software tool and create Server ID File. GPSPATRON License Manager, based on the unique features of the server instance, generates a Server ID File, that the Licensee must send to the Licensor. The Licensor creates a License Key File and sends it to the Licensee. The Licensee must install the file using the GPSPATRON License Manager.

5. SOFTWARE EVALUATION

Upon the Licensee’s request, GPSPATRON may provide an evaluation mode of the Software which may not have full functionality. If the Software is only provided or provisioned for evaluation purposes, the rights of the Licensee are limited to this evaluation license which permits the Licensee to download, install, use and operate the Software subject to any limitations built into the Software for the purpose of evaluation.

6. LICENSE RESTRICTIONS

Licensee agrees not to (and will not allow any third parties to):

use, or permit any other person to use, the Software, including permitting others to access the Software for their own purpose, or enabling others to use Software registration or access codes, license keys, passwords, or serial number(s) (if any), except in accordance with these Terms and Conditions;
use the Software or the Documentation to act as a service or data provider in whole or in part, for or to any other person, entity or third party;
use the Software as, or as part of, a service offering designed to offer the functionality of the Software;
reproduce, adapt, vary, modify, decompile, enhance, translate, attempt to reverse engineer, reverse engineer, reverse assemble, create a derivative work of, or otherwise attempt to discover any source code of the Software, or communicate the same to any other person, or otherwise reduce or attempt to reduce the Software to human perceivable form;
develop or write any software or other program or have any software or other program written or developed based on the Software or based on any of the Confidential Information;
copy or distribute the Software by any means;
sell, assign, sublicense, rent, lease, grant a security interest in, or otherwise transfer any right in the Software or distribute or network any portion of the Software or related materials;
remove any proprietary notices or labels from the Software;
install the Software on computers used by unlicensed and/or unauthorized individuals;
use the Software as part of any form of time sharing or leasing arrangement;
publicly display or communicate the results of internal performance testing or other benchmarking or performance evaluation of the Software

7. FEES AND CHARGES AND AUDIT RIGHTS

The Licensee must pay all Fees by their due date. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this EULA.

All Fees and charges shall be due and payable upon receipt of the invoice and shall be deemed overdue if they remain unpaid fifteen (15) days after due date.

Interest charges at the rate of eighteen (18%) percent per annum compounded annually shall be applied to all overdue undisputed amounts until they are paid.

Taxes and Import Duties

Fees and charges under this License Agreement are exclusive of any local, city, county, provincial, state, federal or other sales or goods and services taxes. For Licensees with billing addresses in countries, states, provinces or other jurisdictions where Licensor is not a resident for tax collection purposes, LICENSEE IS RESPONSIBLE FOR SUBMITTING ALL SUCH APPLICABLE TAXES (INCLUDING CITY, COUNTY, STATE, FEDERAL OR OTHER SALES OR VAT FOR LICENCES AND SERVICES AS APPROPRIATE FOR THE TAX JURISDICTION(S) IN WHICH LICENSEE RESIDES) DIRECTLY TO THE APPROPRIATE TAX AUTHORITIES.

8. PROTECTION MECHANISMS

The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of GPSPATRON and its third party suppliers. Licensee must not modify or alter those features to try to defeat the Software use rules that the license protection mechanisms are designed to enforce. Any such attempt by the Licensee will result in the immediate termination of any license granted under this EULA.

9. MAINTENANCE AND TECHNICAL SUPPORT

If requested by Licensee and if paid for, Licensor agrees to provide the following maintenance, upgrades, and support for the Software during the EULA:

General Maintenance and Support Services

Software is licensed on an annual or perpetual subscription model. Software maintenance, upgrades and free technical support are included in the annual subscription license fee.

In the case of a perpetual license, the cost of Software maintenance, upgrades and technical support is paid annually at the request of the Licensee.

As identified below, Licensor shall provide free telephone and email technical support of the Software during Regular Licensor Business Hours on Business Days. Scheduled support, emergency support and support requested outside the Regular Licensor Business Hours and Business Days are charged out according to Licensor’s then current Time and Materials Charges.

Free technical support includes access to Customer Support Portal to trouble shoot and resolve problems caused by bugs or other reasons Software is not performing as designed.

Free technical support does NOT include planning, design, consulting, installation, training, configuration, best practice reviews, customization or implementation services.

Free technical support does NOT include problem solving related to an incident that occurs where Licensor was not responsible for the planning, installation, configuration, deployment and changes to Software configuration through on-going related professional services.

Free technical support does not include trouble shooting customer installation, configuration or problems caused by configuration errors or configuration changes made by Licensee to Software or configuration or networking infrastructure. Professional services to support the above requirements are provided under the current Time and Materials Charges.

Application Release Management

Produce a minimum of one (1) and up to four (4) minor and/or major public releases during a 12-month period.

At the time of publication of a new Release to Licensee, publish to Licensor’s web site “release notes” setting out details of all error corrections and any information relating to Enhancements contained therein.

Provide maintenance, Software upgrades and support free of charge for current Releases (does not include installation or upgrade professional services).

Licensee acknowledges it is required to upgrade to a new Release at least once during any twelve month period, after which, Licensor shall be permitted to charge, and Licensee shall be obligated to pay, if applicable, Time and Materials Charges for installing, migrating and/or providing support and maintenance to upgrade to the current version of the Software. Time and Materials Charges shall be identified in an agreed-to and executed Statement of Work.

Service Level For Services

Licensor will use reasonable commercial efforts to substantially perform to the response time commitments for incident reporting as indicated in the following table:

Priority Level	System State	Support Call-back	Fix Expectation
1	Major functions of Riva Software not available	Same business day	Emergency fix for specific customer as soon as practicable
2	Software performance related issue	By end of second business day	Emergency fix available on a priority basis
3	User interface or documentation issue	By end of next business week	Possible in future releases

10. LICENSEE RESPONSIBILITIES

Licensee acknowledges and agrees that in order for Licensor to provide the Maintenance under this EULA, Licensee shall be required to fulfil the following responsibilities:

Managing all aspects of local and wide area networks, cabling, wiring closets and Internet access used at Licensee’s Installation Location;
ensuring the Licensee’s firewall is configured to allow appropriate communication between Software and GP-Probes;
Managing physical security of and access to Licensee locations including system, infrastructure, devices, workstations, servers, and printers. Any associated costs for system outages, data loss, communications failures, standard configuration impacts, and any other problems incurred due to security and system failure violations shall be borne by Licensee; and
Providing Licensor, where possible, with at least five (5) days advance notice prior to implementing changes or relocations of any kind which may impact Licensor’s provision of the Maintenance.

11. CONFIDENTIAL INFORMATION

11.1 Confidential Information of either Licensor or Licensee (a “Disclosing Party”) shall be held in confidence by the other party (“Receiving Party”). No Receiving Party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to, or for the use or benefit of, any person or entity, except as provided in this Section, without such Disclosing Party’s prior written consent. The Receiving Party shall, however, be permitted to disclose relevant aspects of a Disclosing Party’s Confidential Information to its consultants, officers and employees and to the consultants, officers and employees of its corporate Affiliates to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this EULA; provided, however, that such party shall take all reasonable measures, consistent with the manner in which such party protects its own Confidential Information from time to time, to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this EULA by such consultants, officers and employees. The Receiving Party shall be responsible for any breach of the provisions of this Section by its consultants, officers, or employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to:

any applicable law or legislation;
any order of any court of competent jurisdiction or government agency;
requirements for disclosure to regulators;
requirements for disclosure as part of the arbitration process contemplated under this EULA pursuant to Section 17; and
requirements for disclosure required in the course of judicial proceedings to enforce rights and/or remedies under this EULA, providing that the Receiving Party has taken all reasonable steps to obtain a judicial order to close such proceedings and files relating to such information to all persons other than pursuant to such judicial order, unless such process has been waived in writing by the Disclosing Party,

provided that the Receiving Party shall endeavour to give prompt notice to the Disclosing Party of any such requirement to disclose.

11.2 Each Party recognizes that its disclosure of Confidential Information in respect of the other party may give rise to irreparable injury to the other party and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, without implementing the dispute resolution procedures described in this EULA to prevent the unauthorized possession, use, disclosure or knowledge of any Confidential Information, in the event of a breach, or threatened breach, of any of the provisions of this Section, Disclosing Party shall be entitled to seek an interim injunction, interlocutory injunction and permanent injunction in addition to and not in limitation of any other rights, remedies or damages available to Disclosing Party at law or in equity including, but not limited to, specific performance and other such relief as a court of competent jurisdiction may deem just and proper, as well as such monetary damages as may be proven at law. Receiving Party further agrees to waive any requirement for the deposit of security or posting of any bond in connection with such remedy. Each of the parties hereto agree to waive the right for trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, with respect to the provisions of this Section.

11.3 Notwithstanding this Section or any other provision of this EULA, the parties shall be free to refer generally to the existence of this EULA and the type of commercial relationships created hereby, provided no disclosure of specific terms is made.

12. TERMINATION

This EULA shall continue for the duration of the Term as indicated on the contract between Parties unless terminated pursuant to this Section.

This EULA may be renewed or extended at any time as per Licensee request and contract.

12.1 Prior to the expiration of the Term, this EULA may be terminated as follows:

by Licensor, if Licensee fails to pay any undisputed fees and charges due and owing to Licensor within thirty (30) days of receiving notice from Licensor of such default; or if Licensee fails to cure any other breach of this EULA within thirty (30) days of receiving notice from Licensor of such default;
by Licensee without notice, if Licensor fails to cure any breach of this EULA within thirty (30) days of receiving notice from Licensee of such default;
by either party if:
a receiver (unless the receivership order is vacated in thirty (30) days), trustee or bankruptcy or any other similar officer (unless such person’ appointment is vacated in thirty (30) days) is appointed to take charge of all or any substantial part of the other party’s business or property;
the other party becomes an insolvent person or commits an act of bankruptcy;
a petition is filed or any other action is taken with respect to the other party for reorganisation or for an arrangement under bankruptcy in the jurisdiction in which the other party is incorporated, related to bankruptcy or insolvency and providing a plan for a debtor to settle, satisfy or to extend the time for the payment of debts; or
any application or petition or certificate or order is made or granted for the winding up or dissolution of the other party, voluntarily or otherwise.

12.2 Licensee’s Obligations Upon Termination

Upon expiration or termination of this EULA for any reason, Licensee shall:

pay any outstanding fees and charges owed to Licensor for, including any fees in lieu of notice or fees for late payment, within sixty (60) days after the date of termination;
immediately discontinue use of the Software and Documentation, unless otherwise permitted by Licensor; and
at Licensor’s sole discretion and direction, either return or destroy all copies of the Software and Documentation in Licensee’s possession or control.

13. LIMITED WARRANTY

Licensor warrants that it is the owner of, and/or has the right to license, the Software and the Documentation and that there exists no actual or threatened suit by any third party based on an alleged violation of such third party’s rights with respect to the Software or the Documentation. Licensor also warrants that, the Software will perform substantially in accordance with the Documentation and specifications when used in the required hardware and software environment. If the Software fails to perform as warranted, Licensor will remedy, in accordance with the Section 8 at no charge provided that Licensee provides Licensor with sufficient detailed written information, including log files, to allow Licensor to reproduce reported Errors(s). Licensor further warrants that upon delivery, the media on which the Software is delivered will be free of physical defects, the Software will be virus-free and free from material defects in materials and workmanship and not contain any code such as “backdoors”, “time-bombs”, “security protection procedures”, “disabling devices” or “drop dead devices” that could disable Licensee’s system(s). Licensor’s sole obligation and Licensee’s sole remedy for any breach of warranty as set forth in the preceding sentence shall be for Licensor to furnish Licensee with a new copy of the Software (virus-free and free from defects in materials and workmanship and not containing any code such as “backdoors”, “time-bombs”, “security protection procedures”, “disabling devices” or “drop dead devices” that could disable Licensee’s system(s)) on complying media that is free of physical defects. This Limited Warranty is contingent upon Licensee’s timely installation of all Software updates and minor revisions provided by Licensor.

14. LICENSOR’S INTELLECTUAL PROPERTY RIGHTS

The Software, Releases, and each component part of the Software and Releases are the valuable, proprietary intellectual property of Licensor. The Licensee acknowledges that any and all of the trade-marks, including “GPSPATRON” and related trade names, copyrights, industrial designs, patents, trade secrets and other intellectual property rights used or embodied trade secrets in or in connection with the Software shall be and shall remain the sole property of Licensor. The Licensee further acknowledges and agrees that ownership of, and title to, the Software, Releases, and all subsequent copies thereof regardless of the form or media are held by the Licensor. OTHER THAN THE LIMITED LICENSE GRANTED HEREIN THIS LICENSE AGREEMENT DOES NOT GIVE THE LICENSEE ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE, RELEASES, STANDARD ANNUAL FREQUENCY ESTIMATES OR ANY COMPONENT PARTS OF THE SOFTWARE OR RELEASES OR STANDARD ANNUAL FREQUENCY ESTIMATES. The Software

is protected by copyright laws and applicable international copyright treaties, as well as other relevant intellectual property laws and treaties. The Software is licensed, not sold.

Software may include libraries or other components that are licensed under proprietary and/or Open Source Initiative (OSI) approved licenses which do not require the Software and Custom Work Product to be disclosed, distributed in source code form, or do not require the dynamically linked software to be re-licensed under any specific license. Software may include libraries or other components licensed based on, and not limited to, BSD, Apache and MIT license types. Vendor retains the copyright, intellectual property and licensing control of the work that is derived/linked to that software. Vendor assumes the responsibility and any liabilities relating to damages caused by their software as per the terms of this agreement.

15. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, EQUITY OR OTHERWISE, IN RESPECT OF THE MAINTENANCE, THE SOFTWARE, DOCUMENTATION, OR ANY ENHANCEMENTS OR RELEASES OR OTHER MATERIALS AND TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SATISFACTORY RESULTS, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS.

LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IN GENERAL IS NOT ERROR- FREE AND AGREES THAT THE EXISTENCE OF NON-MATERIAL ERRORS SHALL NOT CONSTITUTE A BREACH OF THIS LICENSE AGREEMENT.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, NON-MATERIAL ERRORS, OR OTHER PROGRAM LIMITATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE IN THIS LICENSE AGREEMENT. LICENSOR MAKES NO WARRANTIES REGARDING THIRD PARTY PRODUCTS PURCHASED SEPARATELY BY LICENSEE FROM A THIRD PARTY VENDOR, OR ANY THIRD PARTY SOFTWARE.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR ALSO EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY IN EXCESS OF THE AMOUNT PAID FOR THE USE OF THE SOFTWARE PRO RATED FOR THE NUMBER OF DAYS REMAINING IN THE TERM, HOWSOEVER CAUSED, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EXCEPTING THEREFROM IN ALL DAMAGES ARISING FROM GROSS NEGLICENCE OR WILLFUL MISCONDUCT OF LICENSOR AND ITS SUPPLIERS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ALSO EXCLUDES FOR ITSELF, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS ANY LIABILITY IN EXCESS OF THE AMOUNT PAID FOR THE USE OF THE SOFTWARE PRO-RATED FOR THE NUMBER OF DAYS REMAINING IN THE TERM, HOWSOEVER CAUSED, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EXCEPTING THEREFROM IN ALL DAMAGES ARISING FROM GROSS NEGLICENCE OR WILLFUL MISCONDUCT OF LICENSEE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES OR INVESTMENT OR THE LIKE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF BUSINESS, COSTS OF CAPITAL, LOSS OF INFORMATION OF DATA, OF OTHER FINANCIAL LOSS OR PERSONAL INJURY, HOWEVER SUCH DAMAGES ARE CAUSED, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTING THEREFROM, IN ALL INSTANCES, DAMAGES ARISING DUE TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY.

17. SOFTWARE WARRANTY AND INDEMNITY

LICENSOR HEREBY REPRESENTS AND WARRANTS THAT, TO THE BEST OF ITS KNOWLEDGE, THE SOFTWARE DOES NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO TRADEMARKS, PATENTS, COPYRIGHT AND TRADE SECRETS OR ANY OTHER CONTRACTUAL RIGHT OF A THIRD PARTY. LICENSOR AGREES TO INDEMNIFY AND SAVE LICENSEE HARMLESS FROM AND AGAINST ANY SUCH THIRD PARTY CLAIMS, PROVIDED THAT:

LICENSEE PROMPTLY PROVIDES WRITTEN NOTICE TO LICENSOR OF ANY SUCH CLAIM; AND
LICENSOR HAS SOLE CONTROL OVER THE DEFENCE AND SETTLEMENT OF SUCH CLAIM, ALTHOUGH LICENSEE SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENCE OF SUCH CLAIM, AT ITS SOLE EXPENSE, USING COUNSEL OF ITS CHOOSING. LICENSEE SHALL COOPERATE FULLY WITH ALL REASONABLE REQUESTS OF LICENSOR (AT LICENSOR’S EXPENSE) IN DEFENDING OR SETTLING SUCH CLAIM. IF THE SOFTWARE DEVELOPED BY LICENSOR PURSUANT TO THIS LICENSE AGREEMENT IS FINALLY DETERMINED TO BE INFRINGING, OR IN LICENSOR’S JUDGEMENT, SUCH USE IS LIKELY TO BE INFRINGING, LICENSOR MAY, AT ITS OPTION:
PROCURE FOR LICENSEE THE RIGHT TO CONTINUE USING THE INFRINGING SOFTWARE;
REPLACE OR MODIFY THE SOFTWARE TO MAKE THEIR USE NON- INFRINGING, WHILE YIELDING SUBSTANTIALLY EQUIVALENT RESULTS, WITH NO REDUCTION IN FUNCTIONALITY; OR
TERMINATE THIS LICENSE AGREEMENT AND REFUND THE LICENSEE ANY UNUSED, PRE-PAID LICENSE FEES.
Notwithstanding the foregoing warranty set out in this Section above, including Licensor’s obligation to indemnify Licensee hereunder, neither the warranty or the indemnity apply to any Claims arising out of or related to modifications or enhancements to the Software by Licensee or any other person that are not authorized by Licensor in writing.

18. DISPUTE RESOLUTION. APPLICABLE LAW. ARBITRATION

18.1 Licensee and Licensor agree to utilise all reasonable efforts to resolve any dispute, whether arising during the term of this EULA or at any time after the expiration or termination of this EULA, which touches upon the validity, construction, meaning, performance or affect of this EULA or the rights and liabilities of the parties or any matter arising out of or connected with this EULA, promptly and in an amicable and good faith manner by negotiations between the parties.

18.2 Any issues concerning this EULA which have not been expressly or impliedly reflected in this EULA or any relevant specifications to it shall be regulated by the United Nations Convention on Contracts for the International Sale of Goods, 1980. If any such issues do not fall under the matters regulated by such convention, they shall be governed by Republic of Lithuania legislation.

18.3 If negotiations do not have a favorable outcome, any dispute, controversy or claim arising out of this EULA, its interpretation, performance, termination or invalidity shall be settled in the Vilnius Commercial Arbitration Court according to its Rules. The arbitration tribunal shall be composed of one arbitrator. The language of the arbitration proceedings shall be English. The place of arbitration shall be Vilnius (the Republic of Lithuania). An award shall be enforced voluntarily within one month after it has been adopted.

19. FORCE MAJEURE

19.1 Neither party shall be responsible for any failure to comply with any of the terms of this EULA where such failure is directly or indirectly caused by or results from events of force majeure beyond the control of either party. These events shall include, but not be limited to, civil disturbances, war, rationing, embargoes, acts of God, or acts of Government, but lack of finances shall in no event be deemed to be a cause beyond a party’s control.

19.2 If performance of this EULA in the reasonable opinion of either party is made impossible by force majeure for a period of ten (10) consecutive Business Days, then such party shall so notify the other in writing and Licensee shall either terminate this EULA without penalty, and the Licensor shall refund any pre-paid, un-earned fees, pro-rate, or authorise Licensor to complete its performance under this EULA with such adjustments as are required by the existence of the force majeure and are agreed upon by both parties.

20. Audit

If GPSPATRON reasonably suspects the Software has been distributed to or obtained by any person or party without GPSPATRON’s prior written consent, that Software is being varied or accessed or used independently of the Software or that Licensee is otherwise breaching a term of this License, Licensee agrees GPSPATRON has the right to require the Licensee to provide a qualified certificate executed by the Licensee’s auditor verifying compliance with the terms of this EULA. If such an unqualified certificate is not received by GPSPATRON within thirty (30) calendar days of being required, it will be considered that a breach of this EULA has occurred allowing GPSPATRON to terminate the licenses granted under this EULA.

21. Publicity

Neither party will, without the other party’s prior written consent, make any news release, public announcement, denial or confirmation of this EULA, its value, or its terms and conditions, or in any manner advertise or publish the fact of this EULA. Notwithstanding the above, GPSPATRON may use the Licensee’s name and logo, consistent with Licensee’s trademark policies, on customer lists so long as such use in no way promotes either endorsement or approval of GPSPATRON or any GPSPATRON products or services.

22. Entire Agreement. Severability

This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between the Licensee and GPSPATRON relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this License is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

23. Notification

GPSPATRON may provide the Licensee with general notice by electronic mail to the Licensee’s e-mail address of record. The Licensee must give notice to GPSPATRON (such notice shall be deemed given when received by GPSPATRON) by emailing GPSPATRON at [email protected].

24. Licensee’s Use

The Licensee hereby agrees to defend and hold harmless GPSPATRON and its affiliates, subsidiaries, officers, directors, shareholders, employees, representatives, agents, successors and assigns (collectively, the Indemnitees) in any action or claim, and to indemnify GPSPATRON and its Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) arising from such action or claim and related to: (a) the Licensee’s breach of any term, condition, representation or warranty set forth in this EULA; (b) the Licensee’s breach of any term or condition set forth in an agreement governing any Embedded Software; and/or (c) the Licensee’s violation of any applicable law.