Terms & Conditions

## Aloha – Software Evaluation Agreement

# 1. Preamble

These terms and conditions (hereinafter: the “Agreement”) governs the relationship between the user (hereinafter: Licensee) of the Aloha software and its underlying and companion components including but not limited to the GUI application (hereinafter: the “Software”) provided herein and Modern Ancient Instruments Networked AB, a duly registered company in whose principal place of business is Jarlaplan 2, 13157 Stockholm (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using the Software created and owned by Licensor, as detailed herein. For purposes of this Agreement, “Confidential Information” means any and all technical and non-technical information and data, whether in oral, written, graphic or electronic form, provided by Licensor to Licensee in connection with the Product. Confidential Information does not include any information that is (a) already lawfully known to Licensee, (b) generally known to the public and in the public domain or (c) lawfully obtained by Licensee from any third party with no obligation to maintain the confidentiality of such information

# 2. License Grant

Licensor hereby grants Licensee a limited, personal, non-assignable & non-transferable, starting from the date of first getting access to the Software (hereinafter: the “Effective Date”), without the rights to create derivative works, non-commercial, non-exclusive license, all in accordance with the terms set forth in this Agreement.

# 3. Term & Termination

This license is granted starting from Effective Date and shall be valid for a period of 90 days, unless extended by the Licensor.  Either party may terminate this Agreement  for any reason immediately upon notice with no obligation or liability of any kind on the part of the other party. In the event of termination or expiration of this Agreement, Licensee shall return to Licensor all Confidential Information, in whatever form disclosed hereunder, immediately upon expiration or termination of this Agreement (unless Licensee executes Licensor’s standard commercial license agreement for the Product). All copies of Confidential Information made by Licensee shall be turned over to Licensor and, in the

case of any Program, deleted from Licensee’s computer systems in the event of termination or expiration of this Agreement.

# 4. Upgrades, Updates and Fixes

Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to Licensors sole discretion. Licensee hereby warrants to keep the Software up-to-date and install all relevant updates and fixes. Licensor shall provide any Update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.

  – 4.1 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.

  – 4.2 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.

  – 4.3 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 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.

# 5. Support

The 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, misperformance or other defect in the Software.

# 6. No warranties

To the extent permitted under applicable mandatory law, the Software is provided AS-IS without warranties, representations or conditions of any kind, expressed or implied, including without limitation, implied warranties of merchantability or fitness for a particular purpose, warranties of non-infringement or those that arise from statue or usage in the trade. 

# 7. Indemnification

Licensor shall never be liable for any damages of any kind whatsoever, including without limitation, direct, indirect, special, incidental and/or consequential damages. 

Licensee 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 Agreement, 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.

# 8. Intellectual property rights

All title, copyright, all other intellectual property rights in and to the Software (including but not limited to any images, drawings, texts and applications), accompanying materials and any copies of the Software, and any Updates, Upgrades and Fixes which may be provided are owned by Licensor. Except as specifically set out in this Agreement, Licensee shall not, in whole or in part, at any time during the term of or after the termination of this Agreement: (i) sell, assign, lease, distribute, or otherwise transfer the Software to any third party; (ii) except as otherwise provided herein, copy or reproduce the Software in any manner; (iii) disclose the software to any third party, except to user’s employees who require access to the Software for the purposes of this agreement; (iv) modify, disassemble, decompile, reverse engineer or translate the software; or (v) allow any person or entity to commit any of the actions described in (i) through (iv) above.

# 9. Governing Law, Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding its choice of law principles and without regard to the provisions of the United Nations Convention on Contracts for the International Sales of Goods.

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.

The language to be used in the arbitral proceedings shall be Swedish. 

All arbitral proceedings pursuant to this Agreement shall be kept strictly confidential, and all information disclosed in the course of such proceedings, as well as the contents of any decision or award made, shall constitute confidential information.