Software License Agreement

Article 1
BACKGROUND

1.1. The Licensor is a company that has developed the Software and wishes to license the Software in accordance with the terms as set out herein.

1.2. The Licensor may distribute and market the Software itself or through its authorized dealers, distributors, agents or employees.

1.3. The Licensee wishes to use the Software for its internal business purposes.

1.4. The Licensor, its dealers, distributors, agents or employees have prepared an offer an/or order form in response to the Licensee’s request to use the Software and the Licensee has accepted this order form and/or offer (hereinafter the “Order”).

Article 2
DEFINITIONS

2.1. The terms with capital letter shall have the meaning as set out in this article 2, unless the context explicitly states otherwise:

“Agreement” means the general terms and conditions as set out in this document, including any Schedules attached thereto;

“Applicable Data Protection Laws”: (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (“GDPR”), (b) the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, (c) all other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable;

“Bug” means an error, flaw or fault in a computer program or system that causes it to produce an incorrect or unexpected result, or to behave in unintended ways;

“Force Majeure” means the event or circumstance beyond the control of a Party, that occurred without fault or negligence of the Party and that the Party could not have reasonably prevented, that leads to the affected Party being impeded in the performance of whole or part of the Agreement, either temporarily or permanently. Force Majeure is limited to the following: riot, (civil) war, invasion, hostilities, fire, earthquakes, floods, other physical natural disaster (excluding unfavourable weather), epidemic, (acts of) terrorism, governmental measures, general strikes or industrial disputes which affect an essential part of the services (excluding strikes in the affected Party, its subcontractors or supplier’s company);

“Hardware” means the equipment necessary to run the Software;

“Schedules” means the appendices attached to the general terms and conditions which set out the specific modalities of the services;

“Software” means the application, as well as the applicable user documentation, that has the functionalities as set out in the Order;

“Licensee” means the natural person or legal person who has purchased the Software and security dongle from Corilus, its authorized dealers, distributors, agents or employees.

“Licensor” means Corilus NV, having its registered office at 5032 Gembloux, Rue Camille Hubert 23, registered with the Crossroad Bank for Enterprises under number 0428.555.896 or one of its affiliated companies.

Hereinafter referred to as a “Party” or jointly as the “Parties”. 

“Warranty Period” means the period as set out in article 8 wherein the Licensor guarantees that the Software will comply with the requirements and specifications of the user documentation.

2.2. “in writing” means any written communication from a Party irrespective of the carrier of the characters, e.g. e-mail, letter, etc.

Article 3
SCOPE OF THE LICENSE

3.1. The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the Software for the Licensee’s internal business purposes and this for an indefinite term. 

3.2. The Licensee has the right to install the Software on a standalone computer of in a network environment, in accordance with the right of use granted for single user or multi user use.

3.3. The right to use the Software does not include the right to modify, copy, translate, distribute or in any other way exploit the Software, whether commercially or not, for any other purpose than its internal business purposes.

3.4. The Licensee does not have the right to transfer or sublicense his right of use of the Software, with exception of multi-user use where the Licensee can sublicense the Software to end users (hereinafter referred to as “End users”) who are active in the practice of the Licensee. These End Users do not have the right to assign or sublicense their right of use. Licensee is responsible for End Users' use of the Software and certifies that such End Users will comply with the terms of this agreement. Licensee is liable for any act or omission of End Users that violates the provisions of this Agreement.
 
Article 4
DURATION

4.1. The Agreement will enter into force upon its acceptance by the Licensee via the acceptance button in the Software and will continue in full force and effect for an indefinite period, unless terminated by either Party at any time with four months prior written notice.

4.2. The Agreement may be terminated in accordance with article 12.

Article 5
FEES

The license fee for the Software is included in the purchase price of the security dongle purchased by the Licensee. The license fee does not include costs for delivery, installation, testing, training, documentation, support, updates/upgrades and maintenance.

Article 6
DELIVERY AND INSTALLATION

6.1. The Software will be delivered via a software key or via a download via the Licensor’s portal together with a security dongle.

6.2. The Software will be installed by the Licensor, its dealer, distributor, agent or employee at the same time as the delivery of the Software.

6.3. The Licensee shall ensure that its Hardware conforms to the requirements for Hardware as set out in the user documentation provided by the Licensor, its dealer, distributor, agent or employee, or on the website of the Licensor https://www.imagelevel.com/downloads. The Licensee will ensure that the Hardware is available and ready for installation of the Software prior to the delivery of the Software. The Licensee reserves any right to adapt the requirements for Hardware to the state of the technique. 

Article 7
ACCEPTANCE

Following the Order by the Licensor, its dealer, distributor, agent or employee and before signing the agreement, the Licensee has had the extensive opportunity to view the functionalities of the Software during a demo and/or to ask questions to the Licensor, its dealer, distributor, agent or employee.

Article 8
WARRANTY

8.1. The Licensor undertakes to ensure the proper functioning of the Software. However, the Licensor does not warrant the error-free or completeness of the Software and the decision support tools and databases contained therein. Information or advice given verbally or in writing by the Licensor, its dealers, distributors, agents or employees cannot be interpreted as an (additional) guarantee insofar this information has not been added as an amendment to this Agreement in accordance with the terms of this Agreement.

8.2. As to the Software, the grant of the licence means that the Licensor grants the use of the Software as described in the Order and this Agreement, by selling a security dongle which needs to be permanently inserted into the device of the Customer of the Distributor as of the installation of the Software. Updates and upgrades within the first year following the date of Sales are included in the initial Price of the Software, insofar the OS version of the said device remains unchanged and corresponds with the release notes and/or the minimum requirements of the Software and/or the Hardware.

8.3. The warranty is dependent on the Licensee complying with its obligations as set out in this Agreement. The warranty mentioned in article 8.1 shall not apply in the following cases:

8.3.1. the Licensee used the Software in combination with software or hardware that is not in accordance with the requirements;

8.3.2. the Licensee has, without the Licensor’s permission or in violation of this Agreement, made modifications or has allowed third parties to make modifications or alterations;

8.3.3. the Licensee has used the Software in an incorrect or improper way.

8.3.4. the Licensee fails to report Bugs to the Licensor, its dealer, distributor, agent or employee within five (5) days after notice thereof.

Article 9
INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property rights in the Software (including its databases) shall remain vested in the Licensor. 

9.2. The Licensee shall only use the Software and the user manuals and documents made available for use within the practice of the Licensee and shall not make them available in any way whatsoever, directly or indirectly, free of charge or against payment, to (third) persons other than the end users within the Licensee. The Licensee is not permitted to distribute the Software, including renting, lending, leasing, or otherwise making the Software available.

9.3. The Licensee will not remove, change or hide the copyright and proprietary notices present on the Software and the documents and user manuals.

9.4. The Licensee will not re-engineer, reverse engineer, decompile, dissemble or in any way attempt to derive its source code from the Software. The Licensee will not modify, adapt, or base derivative works on the Software or merge it with other computer programs. The Licensee will not develop a computer program (nor cooperate in the development of a computer program) that is the same or similar to the Software in functionality, visual representation or characteristics.

9.5. Without prejudice to the Licensor’s right to prove higher damages and to claim the cessation of breaches of this Agreement, the Licensee shall pay the Licensor damages of fifty thousand euros (EUR 50,000.00) per breach.

Article 10
CONFIDENTIALITY

10.1. Either Party shall keep confidential all information that it receives in relation to the other Party, its technical and operational structure, its products and services, its financial information, its personal data, its intellectual property, the Software and Hardware, and any other software and hardware as may be used by the Licensee (hereinafter “Confidential Information”).

10.2. Any information exchanged may only be used for the purpose of fulfilling the Agreement and may only be shared with employees within its organization that need to know such information. Neither Party shall be entitled to disclose confidential information to a third party without the other Party’s prior written approval. Both Parties commit to take reasonable measures to protect the other Party’s confidential information, which will in any event not be less stringent that the measures it undertakes for its own confidential information.

10.3. The following types of information shall not constitute confidential information:

(i)    information lawfully obtained from a third party;
(ii)    information lawfully known to a Party prior to the entering into the Agreement;
(iii)    information that entered the public domain through no act or omission of a Party;
(iv)    information developed independently without violating the Agreement.

10.4. In the event that a Party is required by a law or decision of a regulatory, administrative or otherwise competent body to disclose confidential information, such Party will notify the other Party of such request, if permitted, in order to allow the said Party to take any measures necessary to prevent or limit disclosure. If the Party required to make the disclosure is not entitled to inform the other Party, disclosure of confidential information will be limited to what is strictly necessary for such Party to comply and will inform the other Party that it has made a disclosure as soon as it is permitted.

10.5. The Parties accept that Confidential Information received under this agreement shall be considered as a trade secret within the meaning of Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secret) against their unlawful acquisition, use and disclosure, and undertake to comply closely with the provisions of the aforementioned Directive and guarantee that their bodies, employees, suppliers, sub-agreementors, etc. shall do likewise. 

10.6. The obligation of confidentiality will survive the termination of the Agreement for a period of ten years.

Article 11
DATA PROTECTION

Each Party shall, at all times, comply with its respective obligations under all Applicable Data Protection Laws in relation to all personal data that is being processed under the Agreement in relation to the Software. Insofar the Licensor, in its capacity of processor, would process personal data on behalf of the Licensee, the Licensee will, in its capacity of controller, remain responsible for setting out the purpose and means of the processing and the Licensor will respect all reasonable instructions provided by Licensee in relation thereto. Parties shall, upon either Party’s first request, enter into a data processing agreement, in which this Agreement shall be defined as the basic agreement.

Article 12
DISSOLUTION

12.1. Either Party has the right to dissolute the Agreement by sending a written notice to the other Party:

•    in case of a material breach of the Agreement by the other Party, provided such shortcoming is not remedied within a period of thirty (30) calendar days;

•    in case of a Force Majeure event that lasts longer than sixty (60) calendar days.

12.2. Either Party has the right to terminate the Agreement without prior judicial intervention and upon written notice to the other Party:

•    in the event that the other Party is declared bankrupt, files for bankruptcy or has a petition for bankruptcy filed against it or is manifestly insolvent;

•    in the event of dissolution and/or liquidation of the other Party’s company;

•    if a part or all of the other Party’s assets have been executive and/or precautionary seized or other executive or protective measures have been taken.

Article 13
CONSEQUENCES OF TERMINATION

13.1. As from the effective date of termination, the Parties will cease using the other Party’s Confidential Information and intellectual property rights, unless in so far permitted by this Agreement. If the Licensee has received a right to use the intellectual property rights for the duration of the intellectual property rights involved, the Licensee will be free to continue use of the Software. The Licensor can, however, in such case not be held to provide support or maintenance, unless the Parties come to an agreement in relation thereto.

13.2. After the termination of this Agreement, the rights and obligations that by their nature survive this Agreement (such as, among other things, provisions regarding confidentiality) remain in full force and effect. The termination will not affect the rights of the Parties prior to the termination date.

Article 14
LIABILITY

14.1. The obligations on the part of the Licensor in performance of the Agreement only constitute an obligation of means on the part of the Licensor. This means that the Licensor will always endeavour to perform its obligations to the best of its ability and according to the IT-rules of practice, without however being able to guarantee the result.

14.2. The Licensor is not liable for the loss of data by the Licensee, except in the case of fraud, wilful misconduct and/or gross negligence on the part of the Licensor. The Licensee is therefore responsible for:

• the quality of its magnetic storage medium or its online backup services and the backup in general,
• the availability of the files at the time of the backup, knowing that files in use during the backup are not copied,
• checking the correct execution of the backup (both taking the backup and restoring it),
• the possible loss of data during the taking or restoration of the backup, even if this is done under the guidance of or by a technician of the Licensor. 

14.3. The Software (including its medical and other databases) are only provided by the Licensor as an aid to the proper and specific professional practice by the Licensee. The Licensee acknowledges that the Software by itself cannot be used in any way to diagnose, prevent, monitor, treat, alleviate, or compensate for disease, injury, or disability and that the Software cannot therefore be a substitute in any way as a mere auxiliary means. The Licensee remains fully responsible and liable for the use of the software, (including its medical and other databases) in the context of the provision of care and, among other things, the choice of products, drugs and treatments and the monitoring of interactions and associated interpretations falls under the exclusive responsibility of the Licensee. The Licensee indemnifies and hold the Licensor harmless against claims from third parties relating to this provision.

14.4. Except in the case of fraud, wilful misconduct and/or gross negligence, the total liability of the Licensor towards the Licensee is limited to 10,000.00 euros, per event and per year. 

The Licensee can only claim the Licensor up to two (2) years after termination of the Agreement. Any right to compensation expires if the Licensee has not brought a claim for compensation against the Licensor in court within a period of two (2) years a) after the day on which the harmful event occurred or b) after the day on which the Licensee could reasonably have know.

14.5. A series of related facts is considered as one event for the purposes of this article.

14.6. The Licensor is in no way liable for non-material damage such as, but not limited to, business interruption, reduced goodwill, lost savings, lost profit, or any other form of indirect, incidental or consequential damage, regardless of the cause of the claim or legal basis on which the requirement is based.

14.7. The Licensor is responsible for the loss of the security key and/or the license number (stated on it).

In the event of loss of the security key, the Licensor will only provide the Licensee with a new security key if the Licensee can provide the license number (stated on the security dongle) to the Licensor.

The Licensor shall, where appropriate, deactivate the old security dongle and the old license number.

Article 15
FORCE MAJEURE

15.1. Neither Party can be held to perform its obligations under the Agreement if prevented from doing so by Force Majeure.

15.2. If a Party is unable to perform the Agreement because of Force Majeure, the Party which invokes said Force Majeure shall be entitled to suspend the Agreement temporarily, fully or partially, without incurring any liability or any entitlement to compensation arising as a result. Said Party undertakes to take such measures as necessary to keep this suspension as limited as possible and shall keep the other Party posted of developments of the facts and the end of Force Majeure. 

Article 16
DISPUTES

16.1. The Agreement shall be construed in accordance with and governed by the laws of Belgium.

16.2. In the event of disputes concerning the conclusion, execution, termination and/or interpretation of the Agreement, the Parties commit themselves to enter into good faith discussions with a view of resolving the dispute amicably.

16.3. In the event the Parties do not reach an amicable settlement, the competent courts of Ghent will have exclusive jurisdiction to settle the dispute.

Article 17
MISCELLANEOUS

17.1. This Agreement constitutes the entire agreement between the Parties and replaces all of the Parties’ previous understandings, agreements and proposals, whether orally or in writing, relating to the subject matter of this Agreement.

17.2. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party.

17.3. If any provision or part of a provision of this Agreement is or should be declared null and void, illegal, invalid or unenforceable, the other provisions of this Agreement will stay into effect and their validity shall not be affected. The Parties will negotiate in good faith to remedy the nullity, illegality, invalidity or unenforceability of the provision by replacing the provision with a legal, valid or unenforceable provision with the same, or largely the same, impact and meaning as the original provision.

17.4. The provisions that are explicitly designated to survive termination, expiry or cancellation or that by their nature reasonably should survive any termination, expiry or cancellation of this Agreement shall continue in full force and effect.

17.5. Amendments to the Agreement are only valid if these are agreed in writing and signed by the authorized representatives of both Parties.

17.6. All notifications, requests and communications between the Parties under this Agreement (excluding every day operational communication) must be in writing by (chose option(s): (i) personal delivery, (ii) a nationally courier service, (iii) registered or certified mail or (iv) electronic mail) or any other communication method agreed between the Parties in writing, to the Party’s address specified in this Agreement, or to the address that a Party has notified to be that Party’s address for the purposes of this provision.

Copy of the communication (excluding every day operational communication) must be done via e-mail to ...

17.7. The failure or neglect of a party to enforce any rights or impose any sanctions under this Agreement will not be deemed to be a waiver of that Party’s rights. A waiver is only effective if given in writing by the Party waiving its rights. Such waiver can never be interpreted as a waiver of any other right or claim under this Agreement.

17.8. Except as expressly provided elsewhere in this Agreement, each Party’s legal rights and remedies provided in this Agreement are cumulative and in addition to, not exclusive of or in substitution of any other legal rights and remedies available to the Parties.


The Licensee can download a copy of the accepted Agreement in pdf via the Software.