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LICENSE
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SPRYKER SYSTEMS GMBH EVALUATION LICENSE AGREEMENT
SPRYKER SYSTEMS GMBH, REGISTERED WITH THE COMMERCIAL REGISTER OF THE LOWER COURT OF HAMBURG UNDER HRB 134310
(“WE” OR ”SPRYKER”)GRANTS YOU (THE “LICENSEE”) THE RIGHT TO USE THE SOFTWARE (AS DEFINED BELOW)
UNDER THE PROVISIONS OF THIS EVALUATION LICENSE AGREEMENT (THE “AGREEMENT”).
The “Software” includes any software owned and distributed by Spryker under this Agreement. The Software
contains elements of open source components, to which different license terms apply respectively.
These open source components are needed to be installed separately.
Spryker grants to Licensee, during the 45-calendar-day period (the “Evaluation Period”) following the download of the Software,
the nontransferable, nonexclusive limited, free of charge license to permit Licensee’s employees to internally use the Software
to test and evaluate the Software in connection with potentially purchasing non-evaluation licenses to the Software.
Licensee shall not (i) use the Software to set up a productive live system, for development purposes or any other purposes apart
from evaluating the Software; (ii) copy any part of the Software except to make one copy for back-up purposes; (iii) distribute,
disclose, market, rent, lease, or transfer the Software or act as a service bureau with respect to the Software; (iv) export the
Software or install it in multiple locations; (v) disclose any confidential information provided by Spryker; (vi) modify or make
derivative works of the Software; or (vii) allow others to make or obtain copies of the Software.
THE SOFTWARE IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. SPRYKER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SPRYKER WILL NOT
BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF SPRYKER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
Licensee's license to use the Software shall terminate on the earlier of (i) the expiration of the Evaluation Period, or (ii) the date
both parties enter into a definitive agreement for the provision by Spryker to Licensee of a non-evaluation license to the Software.
Upon termination of the license as provided above, Licensee shall promptly destroy the Software and any back-up copy of the Software
made during the Evaluation Period if Spryker and the Licensee have not agreed a non-evaluation license to the Software.
This Agreement shall be governed by the laws of Germany to the exclusion of IPR (International Law) and the United Nations Convention
on Contracts for the International Sale of Goods (CISG). The parties consent to the jurisdiction of the courts in Berlin (Germany).
This Agreement is not assignable or transferable by Licensee and any attempt to do so is null and void.
This Agreement constitutes the entire agreement between the parties concerning Licensee’s use of the Software. This Agreement supersedes
any prior verbal understanding between the parties and any Licensee purchase order or other ordering document, regardless of whether such
document is received by Spryker before or after execution of this Agreement. This Agreement may be amended only in a writing signed by
an authorized officer of Spryker.