TDA SOFTWARE END-USER LICENSE AGREEMENT

Please read the following TDA Software End User License Agreement (the “Agreement”) carefully before installing, activating, accessing or using the software program accompanying this Agreement.

This Agreement governs your access to and use of Technica Del Arte B.V’s software program called “LUCI” (the “Software”). Clicking on the “I Accept” button here below, or in any other way installing, activating, accessing or using the Software, creates a legally binding agreement between you, the user (the “Licensee” or “You”) and Technica Del Arte B.V. (“TDA”) and constitutes acceptance of all terms and conditions of this Agreement.

YOU DECLARE YOU HAVE READ THIS AGREEMENT CAREFULLY AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT ACCEPT THIS LICENSE AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOFTWARE OFFERED BY TDA.

TDA reserves the sole right at any time to modify, discontinue or terminate the Software, or modify this Agreement without notice. All modified terms and/or conditions will be in effect after they are posted on TDA’s website. By continuing to use or access the Software after TDA makes any such modifications to this Agreement, You agree to be legally bound by the revised Agreement.

This Agreement was last updated on 6 March 2015.

1. DEFINITIONS

1.1. “Authorized Reseller” means an authorized distributor, authorized reseller, or dealer of the Licensed Software, as appointed by TDA.
1.2. “Documentation” means the user guide help information and/or other documentation provided by TDA with the Licensed Products.
1.3. “Effective Date” means the day Licensee and/or User installs and activates the Software.
1.4. “Licensee” means the User, together with the business or other entity for which the Licensed Products are obtained.
1.5. “Licensed Products” means, collectively, the Software, and Updates, and all related Documentation.
1.6. “Software” means any TDA computer program called “LUCI” accompanying this     Agreement.
1.7. “TDA” means Technica Del Arte B.V.
1.8. “User” means either Licensee (if Licensee is an individual) or any Licensee employee or contractor who is authorized by Licensee, in compliance with the terms of this Agreement, to use the Licensed Products. Licensee agrees to be responsible for the acts and omissions of its Users.
1.9. “Updates” means any updates and improvements of the Software, which TDA     generally makes available to other licensees of the Software.

2. LICENSE

2.1. Grant of License. Subject to the terms and conditions of this Agreement TDA grants to Licensee during the Term a non-exclusive, non-transferable and non-sub-licensable right and license (the “License”) to have the User download, install, activate and use the Licensed Products. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Licensed Products.
2.2. Limitations. The Licensed Products may only be used for Licensee’s internal business purposes, but not by more than the number of authorized Users for which all fees have been paid by or on behalf of Licensee. Unless TDA expressly permits a greater number, User (but not any other person) may install, activate and use the Licensed Products on one computer or device owned and/or controlled by the User, provided the same User is the primary user of the computer or device and does not share the License. User may physically transfer the Software from one computer or device to another provided that the Software is used on only one computer or device at any given time. Users may reinstall and reactivate the Software not more than twice per year during the Term, with the exception of Users operating the Software on iOS, which are allowed not more than five (5), reinstalls and reactivations per year during the Term.
2.3. Back-Up Copy. A single copy of the Software may be made for backup purposes only. Use of any copy of the Licensed Products shall otherwise comply with the terms and conditions in this Agreement.
2.4. License Control. Licensee acknowledges that the Licensed Products may contain code that detects or prevents unauthorized use of, or disables, the Licensed Products, and Licensee agrees not to circumvent or disable such code unless User is expressly authorized to do so by TDA.
2.5. Rights of TDA. TDA reserves the right, in its sole discretion, to modify, discontinue or terminate the Software and/or the Documentation. TDA reserves the right to refuse to provide the Licensed Products to You for any or no reason whatsoever.

3. LICENSEE’S DUTIES

3.1. Payments.  Licensee shall pay (or cause to be paid to) TDA or its Authorized     Reseller any and all initial and recurring fees for the Licensed Products, in the amounts and at the times agreed by TDA or its Authorized Reseller and Licensee during the purchase process.
3.2. Compliance with Laws.  Licensee agrees to use the Licensed Products in compliance with all applicable laws, in