Reves DSE; End User License Agreement

If you are using Reves DSE the Reves DSE EULA will apply.

IMPORTANT NOTICES:

(i) Where you sign a paper version or a bespoke version of the Reves DSE EULA that paper/bespoke version will take precedence over any subsequent click to agree versions of the EULA presented on download and/or installation; and

(ii) The Reves DSE EULA shall prevail over your standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order or confirmation of order.

Reves DSE EULA

Any use of our software is subject to the terms of this licence agreement (“Agreement”). Please read the full Agreement carefully.

You confirm that you accept and agree to be legally bound by all terms and conditions of this Agreement by downloading and/or installing and/or using the Software. If you do not accept these terms, do not download, install or use the Software.

TERMS AND CONDITIONS

1 LICENCE

1.1 Evaluation Licence. You are entitled to a free trial of the Licensed Software (other than Freeware) for the purposes of deciding whether or not the Licensed Software meets your requirements (“Evaluation Period”). During the Evaluation Period the terms in Schedule 1 will apply.

1.2 We grant you during the agreed upon period a limited, personal, non-exclusive, and non-transferable licence to use the Licensed Software,

1.3 The Licence is personal to you. You may not rent, lease, sub-license, sell, pledge, assign the benefit or delegate the burden of this Agreement or Licensed Software or hold this Agreement on trust for any other person.

1.4 Except as stated in this Licence, you have no right to use, incorporate into other products, copy, publish, display, modify or translate the Licensed Software or any modification, adaptation or copy of the Licensed Software or any part thereof. You are not allowed to decompile, reverse engineer, or disassemble the source code of the Licensed Software either in whole or in part.

1.5 You shall not use the Licensed Software to manufacture or distribute a product that is substantially similar to or competitive with our Software.

2 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

2.1 You acknowledge that i) all Intellectual Property Rights in or relating to the Licensed Software are owned by or licensed to us, ii) except as expressly granted under the Licence, you have no rights in the Licensed Software and iii) we shall have the right to use your name and/or logo on customer lists on our website and in other marketing material.

2.2 You hereby agree to refrain from any action which would diminish our Intellectual Property Rights in or relating to the Licensed Software or which would call those rights into question.

2.3 You agree not to delete, remove or alter any trade marks, logos, copyright notices or similar proprietary devices of ours, including without limitation any electronic watermarks or other identifiers that may be incorporated in the Licensed Software. All representations of our name or logo must remain as originally distributed.

3 PAYMENT

3.1 Licence Fees shall be paid by you in full, and any levies, duties and/or taxes imposed on you in your jurisdiction, shall be borne solely by you. You may not deduct any amounts from the Licence Fees, unless otherwise specified in this Agreement.

3.2 Licence Fees shall be payable on installation of the Licensed Software, except where agreed otherwise in writing with us.

3.3 Where you have obtained the Licensed Software through a Reseller, the terms you have agreed with such Reseller in relation to payment and invoicing will apply instead of this clause 3.

4 CONFIDENTIALITY

4.1 The structure, organisation, and source code of the Licensed Software are proprietary confidential information of ours and our licensors. You agree not to provide or disclose any confidential information of ours (including relating to or derived from the Licensed Software) to any third party, including where such confidential information is derived under any applicable law.

4.2 Other than the disclosures referred to in our Privacy Policy, we agree not to provide or disclose to any third party any information of a confidential nature in any form whatsoever which is disclosed to us by you or on behalf of you.

4.3 The provisions of clauses 4.1 and 4.2 will not apply to the extent that:

4.3.1 such information is in the receiving party’s possession free from any restriction as to its use or disclosure; or

4.3.2 the receiving party can demonstrate that such information is in the public domain (other than as a result of an unauthorised disclosure); or

4.3.3 such information is required to be disclosed by law.

4.4 No information to which clause 4.3.3 applies shall be disclosed to a third party unless and until the receiving party has (unless prevented from doing so by law) (i) given the disclosing party reasonable written notice of such proposed disclosure, (ii) consulted with the disclosing party, and (iii) agreed with the disclosing party the content of the disclosure, provided that it shall not limit the disclosure in a manner which would prevent the receiving party from complying with a statutory or regulatory obligation or court order.

4.5 If you have entered into a separate confidentiality agreement with us, and there are inconsistencies between the terms of the confidentiality agreement and this clause 4, the terms of the confidentiality agreement shall prevail over this clause 4.

5 WARRANTY AND SUPPORT

5.1 Subject to clause 5.3, we warrant that:

5.1.1 we own the Intellectual Property Rights in the Software and/or have the right to grant a licence to you;

5.1.2 in creating the Licensed Software, we have not knowingly infringed the intellectual property rights of third parties; and

5.1.3 for a period of 90 days from the first installation of the Licensed Software (or, if applicable, 90 days from the end of the Evaluation Period if you continue to use the Licensed Software) the Licensed Software shall operate substantially in accordance with its description. However, you acknowledge that the Licensed Software is of such a complexity that there will be inherent defects and that therefore we can give no warranty that the Licensed Software is free from error or defect or that operation of the Licensed Software shall be uninterrupted.

5.2 Other than as provided for in clause 5.1 above, we do not offer any warranty related to the Licensed Software, either express or implied, including but not limited to implied warranties of fitness for purpose or satisfactory quality. The Licensed Software has been developed as a standard product for use by a wide variety of users and so we are unable to warrant that the Licensed Software will meet any particular user needs. You shall take full responsibility for ensuring that the Licensed Software is suitable for your intended purposes and to facilitate investigation into such suitability, we offer a free Evaluation Period.

5.3 The Software is provided AS IS with no representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.

5.4 Support. In relation to and without prejudice to the generality of clause 5.2 above, we provide support to users of Licensed Software via our helpdesk. You accept that, although we will use reasonable endeavours to solve problems identified by purchasers of the Licensed Software, the nature of software is such that no guarantee can be provided that any particular problem will be solved. You accept that, where a particular problem requires an update to the Licensed Software, the scheduling of any new releases and the functionality those releases contain shall be under our sole control.

6 LIMITATION AND EXCLUSION OF LIABILITY

6.1 Nothing in this Agreement shall limit or exclude either party’s liability for: (a) personal injury or death resulting from negligence, (b) fraud; or (c) any other matter for which liability cannot be excluded by law.

6.2 Subject to clause 6.1, neither party shall be liable to the other party for any indirect, special or consequential loss or damage whatsoever arising under or in relation to this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise). We shall not be liable to you for any of the following types of loss or damage arising under or in relation to this Agreement: (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or (b) any loss, or corruption, of software or data; or (c) any loss of use of hardware, software or data.

6.3 Subject to clauses 6.1, 6.2 and 9.2 our aggregate liability under and in connection with this Agreement howsoever caused shall be limited in all cases to the aggregate sum of the Licence Fees paid in the 12 months prior to the event giving rise to the liability.

6.4 The provisions of this clause allocate risks under this Agreement between you and us, and the Licence Fees reflect this allocation of risks and these limitations of liability.

7 LICENCE TERM, SUPPORT TERM, TERMINATION AND RETIRED SOFTWARE

7.1 The Licence shall commence upon your acceptance of its terms and shall continue in perpetuity unless terminated in accordance with clause 7.3 or 7.4, or otherwise in accordance with this Agreement.

7.2 We may terminate the Licence immediately and without notice if:

7.2.1 we reasonably suspect that you are using the Licensed Software for any purpose which contravenes any applicable law; or

7.2.2 you materially fail to comply with any provision of this Agreement.

7.3 The Licence will terminate automatically: (a) where applicable, at the end of the relevant licence period of 12 month or (b) if you uninstall and cease use of the Licensed Software, or uninstall and destroy or voluntarily return the Licensed Software to us.

7.4 Where the Licence is terminated in accordance with clause 7.3 or 7.4, then the Agreement shall terminate in its entirety.

7.5 Upon termination of this Agreement: (a) you must cease use of the Licensed Software, and uninstall, destroy or put beyond use all copies of the Licensed Software in your possession or control; and (b) the provisions of clauses 1.6, 4, 5.2, 5.3, 6, 7, 9, 10.1 to 10.7, 11.

7.6 The termination of this Agreement howsoever arising shall not affect the rights, duties and liabilities of either party accrued prior to termination.

7.7 Retired Software. We reserve the right to retire the Licensed Software on 30 days' written notice by us at any time during the Licence Term,

7.8 We shall continue to provide support for the Retired Software for the remainder of your current Licence Term. We shall not be liable for any claim, damages or other liability arising from or in connection with your continued use of the Retired Software.

8 DATA COLLECTION AND PRIVACY POLICY

8.1 Information on the data we collect about you and how we treat that data is set out in our Privacy Policy, Schedule 2.

9 THIRD PARTY CLAIMS

9.1 You agree to indemnify us from any loss or damage whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, if a third party claims that your use of the Licensed Software causes any such loss or damage, except in the circumstances in clause 9.2 below.

9.2 If any claim is brought against you alleging that your use of the intellectual property associated with the Licensed Software in accordance with this Agreement infringes the rights of any third party, you shall promptly notify us and supply full details of the claim. The two of us shall consult together on an appropriate course of action and seek to minimise the effect of any claim on the respective businesses. We shall have the right, but not the obligation, to take control of all negotiations and litigation arising out of the claim. We will pay any damages and costs awarded against you in connection with any claim subject to a maximum of the aggregate sum of Licence Fees paid to us by you in the 12 months prior to the claim. We shall have the right, at our sole choice, to either: (i) use reasonable endeavours to negotiate terms for continued use by you of the claimed infringing software; or (ii) use reasonable endeavours to amend the Licensed Software to make it non-infringing; or (iii) terminate this Agreement with immediate effect and in such event, we shall refund to you all Licence Fees paid.

10 GENERAL

10.1 Governing law and settlement of disputes. This Agreement (and any dispute or claim relating to it, or its formation, existence, construction, performance, validity or termination) will be governed by and construed in accordance with the laws of The Netherlands. The court of Almelo shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of clauses 1, 2, 4. Accordingly, we shall be entitled to seek an injunction or other equitable relief for any threatened or actual breach of those clauses.

10.2 Compliance with applicable law. You agree that, notwithstanding clause 10.1 above, you may be subject to additional laws in other jurisdictions with respect to your use of the Licensed Software in such jurisdictions. You agree to comply with the laws of any such jurisdiction including, without limitation, any applicable export laws or regulations.

10.3 Severability. If any provision or part of any provision in this Agreement is found to be illegal, invalid or unenforceable for any reason then the remaining provisions or part provisions remain unaffected and the parties shall meet promptly to discuss in good faith and agree an alternative provision or part provision that provides as closely as possible, the same commercial effect as the original.

10.4 No waiver. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

10.5 Entire agreement. This Agreement contains all the terms which the parties have agreed in relation to the subject matter of this Agreement and supersedes any prior oral agreements, representations or understandings between the parties in relation to such subject matter.

10.6 Revisions to terms. For click-to-agree versions of this Agreement only, we reserve the right to revise the terms of this Agreement by updating this Agreement in our software. Your continued use of the Licensed Software shall be deemed to constitute acceptance of any revised terms. Any bespoke versions of this Agreement shall continue to apply to all future downloads or installation of Software and shall always take precedence over any click-to-agree versions presented at download or installation of such Software.

10.7 Consumer regulations. This clause applies to Consumers only. You shall have the right to cancel this Agreement 14 days from the date you agree to be obliged to pay for the Licensed Software under this Agreement. Should you wish to cancel this Agreement under this clause 10.8, you must notify us of your decision to cancel by sending us an email clearly confirming your decision to: info@reden.nl

If you have any complaints about this Agreement, including complaints about the Licensed Software, please raise these with us using the relevant contact details: www.mrreves.nl.

10.8 Notices. References to notices being "written" or "in writing" includes email.

11 DEFINITIONS

11.1 In this Agreement, capitalised terms shall have the meanings set out below or the relevant Schedule.

“Intellectual Property Rights” means patents, registered designs, registered trade and service marks, registered copyright and modifications to and applications for any of the foregoing and the right to apply for protection for such registered rights anywhere in the world and inventions, discoveries, copyright, database right, unregistered trade or service marks, brand names or know-how and any similar or equivalent rights whether capable of registration or not arising, applied for or granted worldwide;

“Licence” means the licence to use the Licensed Software, set out in clause 1 and/or Schedules 1 and 2 as appropriate, this does not include any licence to use Third Party Plug-ins;

“Licence Fee(s)” means the fees payable by you under this Agreement to us excluding VAT and all other relevant taxes, where applicable, as detailed by us from time to time including through our website, as part of a written quotation or renewal;

“Licensed Software” means such of the Software, as is selected by you and licensed to you under the terms of this Agreement, including any related manuals, help files or other documentation, any reference to Licensed Software includes Retired Software, unless stated otherwise;

“OSE” means an Operating System Environment which is all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights;

“Reseller” means any third party authorised by us to sell licences to the Software;

"Retired Software" is licensed software that has been retired as per clause 7.8;

“Software” means any or all of our software products executable form;

"Third Party Plug-ins" means a third party plug-in to the Licensed Software;

“We”, “Our”, “Us” and the non-capitalised versions means Reden BV, a company registered in The Netherlands with Chamber of Commerce number 08093312 and registered office at F.Hazemeijerstraat 800A04, 7555RJ, Hengelo, The Netherlands;

“You”, “Your” and the non-capitalised versions means, whether the Licensed Software is obtained directly from us or through a Reseller, (a) where an individual downloads and/or installs the Licensed Software on a OSE for his own personal use, that individual (a “Consumer”); or (b) where an individual downloads and/or installs the Licensed Software on a OSE for business use, that individual’s employer (and we will assume that such individual has the authority to purchase on behalf of their employer); or (c) where an entity or organisation downloads and/or installs the Licensed Software on a OSE for use by its employees, that entity or organisation (and such entity shall be responsible for all use by its employees of the Licensed Software).

Schedule 1

Evaluation Period

1 We grant you the right to use the Licensed Software for the Evaluation Period. The length of the Evaluation Period is three (3) months after installation. The Evaluation Period may be extended by written agreement with us.

2 During the Evaluation Period, you hereby agree that the Licensed Software is provided “AS IS” with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.

3 We shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Licensed Software during the Evaluation Period.

4 For the avoidance of doubt, during the Evaluation Period: (a) clauses 5.1, 6.3 and 9.2 of this Agreement shall not apply; and (b) clause 9.1 shall apply except that the reference to clause 9.2 is deleted.

5 Before or upon expiry of the Evaluation Period:

(a) if, in your sole opinion, the Licensed Software has met your requirements, and you wish to continue to use the Licensed Software beyond the end of the Evaluation Period, you can decide whether to obtain a licence to the Licensed Software. Once the appropriate licence has been obtained, this Agreement shall continue in force (except that this Schedule 1 shall no longer apply).

(b) if you decide that the Licensed Software does not meet your requirements, or otherwise do not wish to enter into a paid up Licence, then you shall destroy the Licensed Software and all copies, in any form including partial copies or modifications of the Licensed Software received from us or made in connection with this Licence and all documentation relating thereto. Any rights of yours to use the Licensed Software shall cease.

Schedule 2

Privacy policy

Reden BV respects your privacy. All information you give us is held with the utmost care and security.

Please take time to review this privacy policy as it sets out our privacy practices and tells you how your personal information will be treated by us. We do not sell, rent or loan any identifiable information regarding our customers to any third party. Only in the circumstances described within this Privacy Policy would we share your information with any third party.

Our use of personal data is in accordance with the General Data Protection Regulations 2018 (GDPR).

How we use your information

Reden is committed to protecting your privacy. If you're visiting our websites, using our products and services, working with any of our teams, meeting us at events or applying for a role with us, this privacy policy sets out what data we collect, and how we use it. It also describes your rights regarding our use of your data.

We collect common types of personal information, such as: name, job title, company, postal address, email address, phone number, and IP address.

We will use the personal information provided to us to:

• Process orders submitted by you
• Customize the service we provide to you
• Administrate or otherwise carry out our obligations in relation to any agreement you have with us
• Verify your identity (e.g. if you participate in any promotions administered by us)
• Anticipate and resolve any problems with any goods or services supplied to you
• Carry out market research and surveys
• Track your engagement with us, including through our website, articles and newsletters
• Understand how you use our products and services
• Contact you by telephone and send you follow-up communications relating to your use of software downloaded from our website
• Send you information about our other products and services
• Process your application if you apply for a role with us

This privacy notice tells you what to expect when Reden collects personal information. It contains more information about:

• Visiting our websites
• How we use cookies
• Contacting us via social media
• Contacting our product and support teams
• Information sent to us when you use our products
• Applying for a role with us
• Sharing your information with third parties
• Transferring your information outside of the European Economic Area
• Your rights
• Complaints or queries
• Reporting security issues
• Changes to this privacy policy
• Questions about data privacy

Visiting our websites

When you visit one of our websites, we collect standard internet log information and details of visitor behavior patterns, including through the use of third-party analytics services (such as Google Analytics). We do this to understand how people are using our websites, to manage their operation and to diagnose any problems.

We also use third-party services to help us identify visitors to our website to improve the way we offer our products and services.

We rely on the lawful basis of legitimate interests to process this data.

Our website search is powered by Google. Search queries and results are logged anonymously to help us improve our website and search functionality. No user-specific data is collected by either Reden or any third party.

How we use cookies

Your web browser allows you to control whether cookies can be stored by our websites. However, disabling cookies will prevent certain parts of our websites from working correctly. Your web browser’s documentation has more information on controlling cookie behavior.

We use cookies on our websites to:

• Maintain your active session
• Store your preferences
• Track the success of our marketing and advertising campaigns
• Analyze the way people use our websites
• Gather data on how our websites are performing

Contacting us via social media

Reden maintains a presence on LinkedIn. We manage your interactions with us using social media platforms directly.

If you send us a message via social media, we may include this in our CRM systems.

We process this data on the basis of our legitimate interests.

Connecting with our product support teams

If you engage with our support teams, we may ask you to provide additional information to help us assist you (like diagnostic logs). We may share this internally with our teams to support you and to enable them to reproduce and fix product issues. We may also cross reference your interactions with us in order to understand the customer journey, improve our self-help articles and to give you the best support experience.

Information sent to us when you use our products

Our products send usage information to us. We use this to:

• Measure how many people are using the different versions of our products, and the different features within them
• Guide product development decisions and improve our products
• Assist you in your evaluation, purchasing, and renewal of our products
• Compare your usage of our products against the licenses you've purchased

We use your basic environment and high-level usage data in conjunction with your records in our marketing and CRM systems. Your use of individual features is submitted anonymously and is not linked to your identity.

Sharing your information with other parties

Reden uses select organizations to help us process data which helps us deliver our products and services to you. We do not sell any data regarding your use of our products or services.

Your rights

Under the GDPR, you have rights as an individual which you can exercise in relation to the information we hold about you:

• Confirmation of personal data that is being processed
• Access to your personal data
• Other supplementary information as referred to (the information provided in our privacy policy)

If you object to the way we are processing your data, or would like us to erase your personal data, contact info@reden.nl If you have purchased products from us, we may need to keep some of your data (for example, records of your purchases) to comply with our legal obligations.

Complaints and queries

Reden BV tries to meet the highest standards when collecting and using personal information. We take complaints very seriously. If you feel our collection or use of information is unfair, misleading or inappropriate, we encourage you to bring this to our attention. We also welcome any suggestions for improving our procedures.

If you have any questions regarding this policy, or wish to make a complaint about the way we’ve handled your personal information, contact info@reden.nl.

Reporting security issues

If you become aware of a security vulnerability in any of Reden’s products, services or websites, contact info@reden.nl.

We encourage the responsible disclosure of security issues and will act quickly on any vulnerabilities reported. We will not take legal action against you if you:

• Provide us with the information needed to reproduce and validate the vulnerability
• Avoid violating the privacy of our customers, staff and other users
• Avoid the destruction of data, or degradation of our services
• Do not modify or access data that is not your own
• Give us a reasonable time to address the issue before making any information public

Changes to this privacy policy

We regularly review our privacy policy. This policy was last updated on 28t^h November 2019.

Questions about data privacy

Reden BV is the data controller for the information you provide unless otherwise stated. If you have any queries about the process or how we handle your information, contact info@reden.nl.

You can also write to us at:

Reden BV

F.Hazemeijerstraat 800 A04

7555RJ Hengelo

The Netherlands

LAST UPDATED: 2 December 2019