END USER LICENSE AGREEMENT

Effective: 18/05/2020
Version: 1.0

This End User License Agreement (“EULA”) is between VILT Group ("VILT") and you (either as an individual, a single corporation, or other single legal entity that purchases the applicable Software) ("Licensee") and is effective from the date of the applicable Transaction Document, as defined below (“Effective Date”).

VILT and Licensee agree as follows:

1. DEFINITIONS

“Affiliate” means any entity controlled by, controlling, or under common control with a party to this EULA. Control exists through ownership, directly or indirectly, of a majority of the outstanding equity capital and of the voting interests of the subject entity. If an entity ceases to meet these criteria, it will cease to be an Affiliate under this EULA;
“Claim” means claims, suits, actions or proceedings brought against Licensee in a court of competent jurisdiction in a Covered Country by a third party which allege an infringement of the third party’s patent, copyright, or trade secret rights existing under the laws of the Covered Country;
“Confidential Information” means information, whether or not in physical form, all oral communications, documents and other information, disclosed by a party to the other which: (a) is by its nature or circumstances surrounding its disclosure is, or could reasonably be expected to be regarded as, confidential to the disclosing Party; (b) is marked or otherwise designated “confidential” by the disclosing Party; or (c) the disclosing Party informs the receiving Party is confidential or a trade secret;
“Covered Countries” means each contracting party to The Patent Cooperation Treaty (currently published at http://www.wipo.int/pct/en/) and “Covered Country” means one of them;
“Documentation” means user guides, operating manuals, and release notes in effect as of the date of delivery of the applicable Software, made generally available by VILT;
“Fees” means Licensee Fees and/or Maintenance Fees, as applicable;
“License Documents” means this EULA including any addenda, the License Model Schedule, all Transaction Documents (including pricing information), Documentation and any other documents provided by VILT setting out permitted uses of the Software;
“License Fees” means all non-refundable fees payable by Licensee to VILT with respect to the granting of Software Licenses;
“License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software, as set out in the applicable License Model Schedule;
“License Model Schedule” for each individual Software License means the model agreed between VILT and the Licensee, with effect on the date of the applicable Transaction Document;
“Physical Media” means the physical media or hardware containing or enabling Software;
“Reseller” means an authorized VILT reseller;
“Software” means the software products, Documentation, and Support Software licensed to Licensee under this EULA, including all copies made by Licensee and may, where the meaning so implies, refer to all of the Software or portions thereof;
“Software License” means a license for the Software granted under this EULA to the Licensee;
“Maintenance Fees” means the non-refundable fees payable annually by Licensee to VILT for Support Services;
“Support Services” means the software maintenance and support services for the licensed software;
“Support Services Term” means each twelve (12) month period beginning on the date the Software is delivered by VILT to Licensee (which may be accomplished by making the Software available by electronic download) or the anniversary thereof.
“Support Software” means all maintenance and support software, updates, upgrades, patches, fixes, modifications, ported versions, or new versions of the Software provided to Licensee as part of Support Services, together with all related Documentation provided to Licensee pursuant to such program;
“Taxes” means the sales, use, consumption, goods and services, and value-added taxes imposed by the appropriate governments arising out of granting of licenses and delivery of Software or the delivery of Support Services, under this EULA, except taxes imposed on VILT's income;
“Third Party Software” means software products owned and licensed directly by third parties to the Licensee;
“Transaction Document” includes: a) a written order schedule signed by both parties which references this EULA, b) a quotation issued by VILT and signed by the Licensee, c) an invoice issued by VILT, d) a renewal notice issued by VILT or an Affiliate for Support Services, or e) any other document that references this EULA and is agreed to by VILT in writing. If and to the extent of any inconsistency between two or more Transaction Documents, the priority of the Transaction Documents will be interpreted in the order listed above. All Transaction Documents are governed by this EULA.

2. OWNERSHIP OF THE SOFTWARE

2.1. Ownership
None of the Software is being sold. All ownership, intellectual property, and other rights and interests in the Software remain solely with VILT Group, its Affiliates or its licensors. The source code of the Software is a trade secret of VILT Group, its Affiliates or its licensors, and is their confidential information.

3. LICENSE GRANT

3.1. Grant of License
Except as otherwise stated in the License Documents and subject to Licensee’s payment of the License Fees and Taxes in full, VILT grants to Licensee a non-transferable (save as provided herein), worldwide, nonexclusive, perpetual (unless stated to be a time limited term), internal business use license (unless otherwise stated in the License Model Schedule) to download, install and execute the Software identified in the applicable Transaction Document in object code only, subject to the License Models, restrictions, quantities, conditions, and limitations stated in the License Documents. VILT reserves all rights not expressly granted to Licensee in a written document signed by both parties.

3.2. Applicable License Models
The License Model and any restrictions for the Software will be stated in the Transaction Document. If no License Model or restrictions are specified in the Transaction Document, the License Model (and any capacities) for which VILT has been paid License Fees will apply.

3.3. Allocation of Licenses to Affiliates
Unless prohibited under the applicable License Document, the Licensee may allocate Software Licenses to its Affiliates, provided: (a) the Licensee remains responsible for the Affiliate’s compliance with the License Documents; and (b) the Licensee is liable for any breach of the License Documents by an Affiliate.

4. AUTHORIZED COPIES

4.1. Software and Documentation
Licensee may make as many copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee will not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorized third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.

5. RESTRICTIONS

5.1. General Restrictions
Except as provided in the License Documents, Licensee will not and will not permit any other party to: (a) assign, transfer, give, distribute, reproduce, transmit, sell, lease, license, sublicense, publicly display or perform, redistribute or encumber the Software by any means to any party; (b) rent, loan or use the Software for service bureau or time sharing purposes, or permit other individuals or entities to create Internet “links” to the Software or “frame” or “mirror” the Software on any other server or wireless or Internet-based device, or in any other way allow third parties to access, use, and/or exploit the Software; (c) use the Software, in whole or in part, to create a competitive offering; (d) charge a fee to any party for access to or use of the Software; (e) use the Software in a manner inconsistent with the License Documents.

5.2. Further Restrictions
Licensee will not disclose results of any benchmark or other performance, evaluation, or test run on or related to the Software. Licensee acknowledges that the Software is not fault-tolerant and not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance and consequently will not use the Software for (w) the on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; (x) in the design, construction, operation or maintenance of any nuclear facility; (y) medical or surgical applications; or (z) any other application in which failure could cause personal injury or death. Except as expressly permitted under applicable law, Licensee will not modify, adapt, translate, reverse engineer, decompile, disassemble, decrypt, port, emulate the functionality, reverse compile, reverse assemble, or otherwise reduce or attempt to discover any source code or underlying structures, ideas, or algorithms of the Software or any confidential information or trade secret.

5.3. Derivative Works / Improvements
Licensee is prohibited from using the Software to create any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work of or to the Software. Notwithstanding the foregoing, if any of the Software is provided to the Licensee in source code format (or any other format that can be modified), the Licensee may modify such portion of the Software for the sole purpose of using the Software in accordance with this EULA and VILT will solely own all modified portions and Licensee will irrevocably assign to VILT in perpetuity all worldwide intellectual property and any other proprietary rights in and to any modifications of the Software.

5.4. Interfacing and Interactive Software
Licensee may not permit any software products not licensed by VILT to interface or interact with the Software, unless accomplished through the use of application program interfaces provided by VILT.

6. ORDERING SOFTWARE LICENSES

6.1. Direct Orders
If Licensee orders Software directly from VILT, the Software must be identified on a Transaction Document acceptable to VILT.

6.2. Orders through a VILT Reseller
Software Licenses ordered through a Reseller are governed by the license grant set out in this EULA and the License Model description set out in the License Model Schedule. The License Model will be stated in an order document between Licensee and Reseller. If the Reseller does not notify Licensee of the correct License Model, then the License Model for which VILT has been paid License Fees will apply.

6.3. Risk of Loss and Shipping Terms
The Software is deemed delivered on the earlier of (a) when it is made available by VILT for electronic download, or (b) when VILT delivers the Software on Physical Media. Title to the Physical Media and all risk of loss for the Physical Media will pass to Licensee when delivered by VILT to the shipping dock of the VILT shipping facility.

6.4. Invoicing and Payment
VILT may invoice Licensee for Fees and Taxes upon delivery of Software and annually in advance for the applicable Support Services Term. All Fees and Taxes due to VILT by Licensee are due and payable upon Licensee’s receipt of an invoice from VILT. Fees do not include Taxes which are the responsibility of the Licensee. If VILT is obligated to pay Taxes on behalf of Licensee, Licensee will reimburse VILT in full promptly following receipt of VILT’s invoice. All Fees and Taxes due to VILT under this EULA are payable in the currency specified in the Transaction Document. All Fees and Taxes due to VILT which are not paid in full within 30 days following its due date will bear interest at a rate of 1.5% per month (18% per annum) or the maximum amount allowed by law, if less, on the unpaid portion until fully paid. This subsection does not apply if Software is purchased through a VILT Reseller.

6.5. Over Usage
VILT may invoice Licensee for Fees and Taxes payable by Licensee due to use of or authorization to access the Software in excess of the number or type of Software Licenses granted by VILT.

6.6. Licensee Affiliate Orders
Licensee’s Affiliates that order Software Licenses are bound by the terms and conditions of this EULA as if it were the Licensee. Licensee and its Affiliates are jointly and severally liable to VILT for any breach of this EULA.

6.7. VILT Affiliate Orders
VILT Affiliates may fulfill orders pursuant to a Transaction Document in which case the VILT Affiliate is bound by all of the terms and conditions of this EULA as if it were VILT.

7. VILT SUPPORT AND MAINTENANCE

7.1. VILT Support and Maintenance Program
All Support Software and Support Services will be provided by VILT subject to Licensee’s compliance with its obligations.

7.2. Support Services Exclusions
VILT shall have no responsibility to provide Support Services to Licensee with respect to any problem with the Software caused by: (a) any software, device, or other product not supplied by VILT; (b) neglect, misuse, alteration, or modification, to the Software other than by VILT; (c) use of the Software for a purpose other than the purpose for which it was designed; (d) use of the Software on a computer platform other than the platform authorized by VILT (which may be specified in the Documentation accompanying the Software); or (e) failure of Licensee to install any Support Software provided by VILT.

8. AUDITS AND NONCOMPLIANCE

8.1. Audit
During the term of this EULA and for 24 months after, Licensee will maintain electronic and other records sufficient for VILT to confirm that Licensee has complied with this EULA. Licensee will promptly and accurately complete and return (no more than 30 days) any self-audit questionnaires, along with a certification by an authorized representative of Licensee confirming that Licensee’s responses to the questionnaire accurately and fully reflect Licensee's usage of the Software. Furthermore VILT may once per year audit Licensee’s records and computer systems (including servers, databases, and all other applicable software and hardware) to ensure Licensee has complied with this EULA. Licensee shall cooperate with VILT’s audit team and promptly and accurately respond to, database queries, location information, system reports, and other reports requested by VILT and provide a certification by an authorized representative of Licensee confirming that information provided by Licensee accurately reflects Licensee's usage of the Software.

8.2. Conduct
Audits will be conducted during regular business hours and will not interfere unreasonably with Licensee’s business. VILT will provide Licensee prior notice of each audit. Such audit shall be scheduled as soon as reasonably possible but in no event more than 7 days subsequent to the notice. Licensee will allow VILT to make copies of relevant Licensee records. VILT will comply with all applicable data protection regulations.

8.3. Noncompliance
If Licensee is not in compliance with the Software Licenses, Licensee will be deemed to have acquired additional Software Licenses at VILT’s then-current list price to bring Licensee into compliance, and Licensee must immediately pay: (a) the applicable License Fees and Taxes, and (b) Maintenance Fees for: (i) the period Licensee was not in compliance with the Software License; and (ii) the first year Maintenance Fees on any additional Software Licenses. If Licensee has failed to comply with the License Documents, Licensee will reimburse all reasonable costs incurred by VILT in performing the audit. Compliance with the License Documents is the sole responsibility of the Licensee.

9. LIMITED WARRANTIES

9.1. Limited Warranty
VILT warrants to Licensee that: (a) Software will be free of all known viruses at the time of first delivery; and (b) Software will perform substantially in accordance with its accompanying Documentation for 60 days from the date of first delivery; and (c) Support Services will be delivered with reasonable skill and care. VILT’s entire liability, and Licensee's sole remedy, for each breach by VILT of the warranty in: (i) clause (a) is limited to requiring VILT to deliver a replacement copy of the Software to Licensee free of known viruses; and (ii) clause (b) is limited to requiring VILT to correct or work around the portion of the Software giving rise to such breach within a commercially reasonable time, failing which, in the case of the initially-delivered Software, VILT will refund all License Fees attributable to the portion of the Software giving rise to the breach; and (iii) clause (c) is for VILT to reperform the applicable Support Services.

9.2. Warranty Exclusions
The warranties do not apply to any breach caused by: (a) any change to the Software, except where the changes were made by VILT through Support Software; (b) Licensee's failure to provide a suitable installation or operating environment for the Software; (c) use of the Software on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by VILT in writing; (d) any telecommunications medium used by Licensee; (e) failure of Licensee or user to comply with the Documentation; or (f) failure of Licensee to report a warranty claim within the warranty period. VILT does not warrant that the Software is error-free or will operate without interruption.

9.3. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION, VILT AND VILT’S LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES AND CONDITIONS, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ADEQUACY OF THE SOFTWARE TO PRODUCE A PARTICULAR RESULT.

9.4. Inability to Exclude Warranties
If a jurisdiction applicable to this EULA restricts the exclusion of certain implied warranties, limitations on how long an implied warranty may last, or the exclusion or limitation of incidental, consequential, or special damages: (a) each warranty which cannot be excluded is limited in time to 60 days from the date of first delivery of the Software; and (b) VILT's total liability to Licensee for breach of all such warranties are limited to the amount stated in the Limitation of Liability section.

10. VILT INFRINGEMENT INDEMNITY

10.1. Infringement Claims
VILT will defend Licensee from any Claim, to the extent the Claim arises solely as a result of Licensee's use of the Software in accordance with the License Documents. This defense will not apply to a Claim to the extent caused by: (a) Licensee’s failure to incorporate a Software update or upgrade that would have avoided the alleged infringement; (b) the modification of the Software by any party other than VILT; (c) the combination or use of the Software with software, hardware, firmware, data, or technology not licensed to Licensee by VILT or approved by VILT in writing; or (d) unlicensed activities of the Licensee. As to any such cause, VILT assumes no liability for infringement and Licensee will hold VILT harmless against any infringement claims arising therefrom.

10.2. Exclusions
VILT’s obligations in this section are conditioned upon: (a) Licensee notifying VILT in writing within 10 days of Licensee becoming aware of a Claim; (b) Licensee not making an admission against VILT’s interests unless made pursuant to a judicial request or order; (c) Licensee not agreeing to any settlement of any Claim without the prior written consent of VILT; and (d) Licensee, at the request of VILT, providing all reasonable assistance to VILT in connection with the defense, litigation, and settlement by VILT of the Claim; and (e) VILT having sole control over the selection and retainer of legal counsel, and over the litigation or the settlement of each Claim. VILT will indemnify Licensee from any judgment finally awarded or any final settlement in connection with any Claims, provided all the conditions of this section are satisfied.

10.3. Licensee's Continued Use
If the Software becomes the subject of a Claim, VILT will, in its absolute discretion, either (a) obtain a license for Licensee to continue using the Software, (b) replace or modify the Software without unreasonable degradation in functionality or (c) terminate the Software License to the infringing portion of the Software and refund the unamortized portion of the License Fees received by VILT and attributable to the infringing portion of the Software, based on a 3 year straight line amortization. VILT’s entire liability and Licensee’s sole and exclusive remedy with respect to any Claims are limited to the remedies set out in the VILT Infringement Indemnity section.

11. LIMITATION OF LIABILITY

11.1. EXCLUSION OF DAMAGES
SUBJECT TO SUBSECTION 11.4 BUT NOTWITHSTANDING ANY BREACH BY VILT (INCLUDING FUNDAMENTAL BREACH) OR TERMINATION OF THIS EULA, VILT IS NOT LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) ANY LOST SALES, LOST REVENUE, LOST PROFITS, LOST OR CORRUPTED DATA, OR REPROCUREMENT AMOUNT.

11.2. LIMITATION OF LIABILITY
SUBJECT TO SUBSECTION 11.4, VILT’S AGGREGATE LIABILITY TO LICENSEE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO VILT UNDER THE RELEVANT TRANSACTION DOCUMENT. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS EULA WITHOUT THIS SECTION.

11.3. DISCLAIMER
THE LIMITATIONS IN THIS SECTION APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, EQUITY, AT LAW, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF VILT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF LICENSEE’S REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. IF THE APPLICATION OF THIS SECTION IS LIMITED BY LAW VILT’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

11.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR DECEIT; OR (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

12. TERMINATION

12.1. Termination for Default
Either party may terminate this EULA if the other party: (a) becomes insolvent; or (b) has a receiver or receiver manager appointed with respect to it or any of its assets. Without prejudice to each right or remedy of a nonbreaching party, either party may terminate this EULA for material breach by written notice, effective 10 days after notice unless the other party first cures the breach.

12.2. Effect of Termination or Expiration
Upon any termination of this EULA, or license granted pursuant to this EULA, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to VILT or destroy all copies of Software, Documentation, and VILT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to VILT or destroyed. Any terms in this EULA which by their nature extend beyond termination or expiration of this EULA will remain in effect until fulfilled.

12.3. Termination or suspension of Support Services
Without limiting VILT’s rights under clause 12.1, VILT may, in its sole discretion, terminate or suspend Support Services if Licensee fails to remedy a material breach within thirty (30) days of notice by VILT, including failure to pay an invoice.

13. CONFIDENTIALITY AND PRIVACY

13.1. Confidentiality
Each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) any Confidential Information. Each party agrees, for the period of this EULA and for three (3) years after such period, to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to Affiliates and to professional advisers who are bound by appropriate obligations of confidentiality) unless authorized to do so by the Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder. Each party agrees to take reasonable steps to protect the other party’s Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this section. The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party by employees or agents without access to the Disclosing Party’s Confidential Information (e) is required to be disclosed by the Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that the Receiving Party promptly notifies the Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek an appropriate protective order or waive compliance with this section.

13.2. Automated Verification
The Software may contain or require a license key to prevent unauthorized installation or to enforce limits of the Software License, and may contain devices or functionality to monitor Licensee’s compliance with this EULA.

13.3. Developer Tools
VILT is not responsible or liable for Licensee’s development or use of additional software code or software products (“Licensee Software”) using software developer tools licensed by VILT and Licensee will defend and indemnify VILT against any claims, damages, costs, losses or expenses related to the development or use of the Licensee Software.

13.4. Independent Contractors
VILT and Licensee are independent contractors. Neither party has any authority to bind the other in any manner.

13.5. Waiver, Amendment, Assignment
Any amendment of this EULA must be in writing and signed by both parties. Licensee may not assign, transfer, or sublicense any portion of its interests, rights, or obligations under this EULA by written agreement, merger, consolidation, change of control, operation of law, or otherwise, without the prior written consent of VILT. Neither party will be deemed to have waived any of its rights under this EULA by lapse of time or by any statement or representation other than by a written waiver by a duly authorized representative. No waiver of a breach of this EULA will constitute a waiver of any prior or subsequent breach of this EULA. An assignment in contravention of this subsection will be null and void. Except to the extent identified in this subsection, this EULA will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

13.6. Governing Law
This EULA is governed by the laws of Portugal excluding (a) its conflicts or choice of law rules, and (b) the United Nations Convention on Contracts for the International Sale of Goods. Except for a request by VILT for injunctive or other equitable relief, any dispute arising out of this EULA will be subject to the exclusive jurisdiction of the courts of Portugal. The prevailing party in any litigation related to this EULA will be entitled to its reasonable attorneys’ fees and court costs.

13.7. Force Majeure
Except for payment and confidentiality obligations, or protection of intellectual property, neither party is responsible for any delay or failure in performance of this EULA to the extent due to causes beyond its reasonable control.

13.8. Severability
If any provision of this EULA is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the provision will be severed from this EULA and all remaining provisions will continue in full force.

13.9. Export Laws
The Software, including Documentation, is subject to Portuguese export control laws and its associated regulations, and may be subject to export or import regulations in other countries. Licensee will comply strictly with all regulations and has the responsibility to obtain any licenses required to export, re-export, or import Software or Documentation.

13.10. Press Release
With Licensee’s prior approval, VILT may refer to Licensee’s relationship with VILT in a public press release or marketing materials.

13.11. Attribution Notices
Licensee will not remove, modify, obscure, resize, or relocate any ownership, attribution, or branding notices from the Software.

13.12. Resale of Third Party Software
The use of any Third Party Software resold by VILT to the Licensee will be governed by a license agreement between the Third Party Software owner and the Licensee. VILT does not provide any warranties related to the Third Party Software. VILT has no liability or obligation to the Licensee related to the Third Party Software.

13.13. Entire License Agreement
The License Documents set forth the entire agreement between the parties with respect to this subject matter, and supersede all other related oral and written agreements and communications between the parties. Neither party has relied upon such other agreements or communications. Any purchase order terms which purport to amend or modify terms of the License Documents, or which conflict with the License Documents are void and shall have no legal effect notwithstanding the fact the purchase order terms being later in time or VILT issuing an invoice to Licensee after receiving such purchase order from Licensee.

13.14. Transaction Documents and Order of Priority
VILT and Licensee may agree in a Transaction Document to special provisions which amend or vary a party’s rights or obligations under this EULA (including any addenda), the License Model Schedule, Documentation, or any other documents provided by VILT setting out permitted uses of the Software. In the event of an inconsistency between: (i) special provisions agreed in a Transaction Document, (ii) this EULA (including any addenda), (iii) the License Model Schedule, Documentation, or any other documents provided by VILT setting out permitted uses of the Software, the documents shall be interpreted in that order to the extent of the inconsistency.

13.15. Third Party Rights
This EULA does not confer a benefit on, and is not enforceable by, any person or entity who is not a party to this EULA.

13.16 Legal Review and Interpretation
Both parties have had an opportunity for legal review of the License Documents. The parties agree that the License Documents result from negotiation between the parties. The License Documents will not be construed in favor of or against either party by reason of authorship. The headings used in this EULA are for convenience only. The term section refers to all subsections below a section heading (i.e. 3.0) and the term subsection refers to sequentially numbered subsections following a section (i.e. 3.1).

13.17. Notices
Any notice under this EULA that must be given by a party in writing is deemed effective when sent either: (a) via certified or registered mail, postage prepaid, or (b) via express mail or nationally recognized courier service to the other party’s address specified in this EULA or on the most recent Transaction Document. Notices to VILT will also be sent to VILT Headquarter, as defined below.

13.18. Hardware
IF HARDWARE IS IDENTIFIED ON A TRANSACTION DOCUMENT, THE SALE AND USE OF THE HARDWARE WILL BE GOVERNED BY TERMS OTHER THAN THIS EULA. VILT DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO THE HARDWARE.

13.19. Governing Language
This EULA shall be prepared and interpreted in the English language. Any translation of this EULA into another language is for the purpose of convenience only. Any inconsistency arising due to translation into another language or a difference of interpretation between two or more languages, the English language clause will prevail over any other interpretation.


VILT GROUP
Rua Ivone Silva, 6 - 7º Esq
1050-124 Lisboa
Portugal
Phone: +351 210 343 300
Email: info@vilt-group.com

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