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45
573104 REV C
under sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 4.1 or 4.3 and 1000% for breach under section 3.8 of the applicable
licensee fee under the relevant Invoice is payable by the Licensee to IAR Systems. In case IAR Systems’ actual
damage due to the breach would exceed this amount, also the remainder shall be paid by the Licensee, see
also Section 3.8.
5. CONFIDENTIALITY
5.1 The Licensee agrees that all material and information relating to the Software is made available for the
use solely under and in accordance with this Agreement. The Licensee has no right at any time during or after
cancellation or termination of this Agreement to disclose such material and/or information relating to the
Software, whether directly or indirectly, to any third party without IAR Systems’ prior written approval. The
Licensee shall hold harmless, defend, and indemnify IAR Systems from and against any and all losses, costs,
damages, and expenses arising out of or in connection with the Licensee’s failure to comply with requirements
of this Article 5. The Licensee’s confidentiality obligations hereunder shall survive cancellation or termination,
for any reason, of this Agreement.
6. PAYMENT TERMS AND CONDITIONS
6.1 In consideration of the rights granted and services rendered by IAR Systems under this Agreement, the
Licensee shall pay the license fees for the Software as specified in the Invoice. Payments are to be made
according to the payment schedule stated in the Invoice, or if not stated, invoices are payable within 30 days
of the invoice date.
6.2 If the Licensee fails to effect payment within the stipulated time, IAR Systems or IAR Distributors shall be
entitled to a) charge interest after due date as stated in the Invoice, or if not stated in the invoice, the interest
charged will be the reference rate set by Sweden’s central bank (the Riksbank) + 8%. b) postpone the fulfilment
of any of its own obligations until payment is made, and/or c) terminate the Agreement by notice in writing to
the Licensee and recover from the Licensee any and all loss incurred.
6.3 All prices are exclusive of, and the Licensee is responsible for, all fees and taxes, including custom duties,
importation fees, sales, use, withholding, gross revenue, and like taxes, dues, and charges assessed or incurred
in connection with the provision of goods and services under this Agreement.
7. LIMITED WARRANTY
7.1 IAR Systems warrants that the media on which the Software is recorded upon receipt by the Licensee will
be free from defects in materials and faulty workmanship under normal use for a period of ninety (90) days
from the date of delivery to the Licensee. During this warranty period IAR Systems will, at its option, after its
receipt of the media in return, repair or replace, free of charge, defective media upon which the Software was
supplied and record a copy of the Software on the repaired or replacement media. Said repair or replacement
shall be the Licensee’s exclusive remedy under this media warranty. Notwithstanding the foregoing, IAR Systems
shall have no responsibility to repair or replace a media which, in IAR Systems’ opinion, has been damaged by
the Licensee by accident, abuse, or as a result of attempted self-maintenance service.
7.2 IAR Systems does not warrant that the Software will meet the Licensee’s requirements or that the operation
of the Software will be uninterrupted and error free. The Licensee is solely responsible for the selection of the
Software to achieve its intended results or for the results actually obtained.
7.3 The above warranty does not apply to conditions resulting from improper use, external causes, including
service or modifications not performed by IAR Systems or a contractor appointed by IAR Systems, or operation
outside the specified environmental parameters. IAR Systems will not be responsible for operation of the Software
other than on the host equipment specified in the Invoice and in conjunction with the operating environment
designated for each version of the Software. Minor deviations from the above warranty, which are of little
importance for the intended use of the Software and which do not cause more than minor inconvenience for
the Licensee shall not be considered as breaches of the above warranty.
7.4 THE ABOVE WARRANTY IS IAR SYSTEMS’ ONLY WARRANTY WITH REGARD TO THE SOFTWARE AND
THIS AGREEMENT AND, SAVE AS PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTY OR CONDITION,
EXPRESSED OR IMPLIED, WILL APPLY, AND THE LICENSEE WILL NOT RAISE ANY OTHER CLAIMS BASED
ON THE PERFORMANCE OR LACK OF PERFORMANCE OF THE SOFTWARE. IAR SYSTEMS SPECIFICALLY
EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT, OR OF ANY OTHER
WARRANTY OBLIGATION ON THE PART OF IAR SYSTEMS.
7.5 IAR Systems expressly disclaims any liability for any hardware or software solutions at the Licensee which
may affect the performance of the Software, including but not limited to network configurations.
7.6 The provisions of this Article 7 shall survive any expiration or termination of this Agreement.
8. INTELLECTUAL PROPERTY INFRINGEMENT
8.1 IAR Systems will in the way set out in 8.2, and subject to all limitations therein, act on any action brought
against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice
infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the
IAR Software License Agreement
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