Digizuite Trial Software License Agreement
YOU ACCEPT THESE TERMS AND THESE LIMITATIONS OR CONDITIONS WHEN YOU ACCEPT AND USE DIGIZUITE SOFTWARE FROM DIGIZUITE A/S OR ITS AUTHORIZED DISTRIBUTORS. IF YOU DO NOT ACCEPT THESE TERMS AND THOSE LIMITATIONS OR CONDITIONS, DO NOT USE THE DIGIZUITE SOFTWARE. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSED DIGIZUITE SOFTWARE PRODUCT YOU ACQUIRE. 
 
These license terms (the “Digizuite Trial Software License Agreement” or “DTSLA”) are an agreement between Digizuite A/S (“Digizuite”), having its registered offices at Østergade 61, 5000 Odense C, Denmark (Registered in Denmark, VAT No: 25499522), and the authorized end user (referred to as “you” in this DTSLA) of the “Digizuite Software”.
 
This DTSLA does not provide for services or support. For further information about Digizuite software and services, please visit Digizuite at www.digizuite.com. 
1. Grant of Trial Software License
The license described in this DTSLA applies to software identified or described as “Digizuite Software” that is made available to you by Digizuite or by one of its authorized distributors. Digizuite hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited-use license (“Trial License”) to use Digizuite Software for evaluation purposes only. You shall not put this Digizuite Software into productive use and shall not include it as part of your business processes in any manner. During the limited term of this Trial License for Digizuite Software, you are authorized to create as many copies of said Digizuite Software as are strictly necessary to support the limits of use authorized. 
2. Restrictions on Distribution and Copying
Unless expressly authorized in writing by Digizuite, Digizuite Software may not be distributed to any other person or entity, and any such distribution shall be deemed a copyright infringement as well as a material breach of this DTSLA. 
3. Authorized Use
It shall be a material breach of this Digizuite DTSLA for you to use the Digizuite Software beyond the limits of use authorized herein. 
4. Delivery
You may obtain the Digizuite Software by electronically downloading the Digizuite Software from Digizuite or receiving it from one of Digizuite’s authorized distributors. All Digizuite Software shall be deemed delivered upon download, copying, or receipt.  
5. Agreement Term
This Digizuite DTSLA shall terminate at the end of your evaluation of Digizuite Software except for such provisions that may be indicated herein as surviving termination of this Digizuite DTSLA. Unless you enter into a subsequent written agreement with Digizuite, you shall return or destroy all copies of Digizuite Software upon the expiration of your evaluation. Failure to destroy all copies of Digizuite Software upon the termination of this DTSLA shall be deemed a copyright infringement as well as a material breach of this DTSLA.  
6. Limited Warranty and WARRANTY DISCLAIMER
ALL DIGIZUITE SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS”. Digizuite expressly warrants that it is the owner or licensee of Digizuite Software, including any and all copyrights and trade secrets, and has the right and authority to enter into this Digizuite DTSLA in accordance with the terms herein. EXCEPT AS MAY BE PROVIDED IN ANOTHER WRITTEN AGREEMENT BETWEEN DIGIZUITE OR ITS AUTHORIZED DISTRIBUTOR AND YOU, THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES, whether written, oral, express or implied, INCLUDING BUT NOT LIMITED TO any warranty of non-infringement of third party patent rights and the implied warranties of merchantability or fitness for a particular purpose. DIGIZUITE AND ITS AUTHORIZED DISTRIBUTORS DO NOT WARRANT that the Digizuite Software will meet your requirements, or that the operation thereof will be uninterrupted or error-free. 
7. LIMITATION OF LIABILITY
EXCEPT AS MAY BE PROVIDED IN ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND DIGIZUITE OR ITS AUTHORIZED DISTRIBUTORS, IN NO EVENT SHALL DIGIZUITE OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY for any direct, special, indirect, consequential or contingent damages including loss of profits or payment of attorneys’ fees incurred by you or incurred by any other third party. Such LIMITED LIABILITY FOR DAMAGES shall apply whether in an action based on contract, tort or any other such theory, EVEN IF DIGIZUITE OR ITS AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive the termination of this Digizuite DTSLA. 
8. Proprietary Rights
You recognize and acknowledge Digizuite’s ownership and title to the Digizuite trademark, and to Digizuite’s copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights of any kind in any jurisdiction (collectively the “Digizuite Intellectual Property Rights”) embodied in Digizuite Software or on Digizuite’s website. Nothing in this Digizuite DTSLA shall be interpreted to assign or to grant exclusive rights to you of any of Digizuite Intellectual Property Rights. Digizuite does not grant to you any other right or license, either express or implied, in or to the Digizuite Software except as specified in this Digizuite DTSLA and your use of the Digizuite Software shall be subject to the limits and other conditions set forth herein. Digizuite hereby asserts and agrees that any data collected by you using Digizuite Software shall be and remain your valuable intellectual property. 
9. Termination of Agreement
Either party may terminate this Digizuite DTSLA and the licenses granted hereunder upon written notice for any material breach of this Digizuite DTSLA that the other party fails to cure within fifteen (15) days following written notice specifying such breach. In the event of termination of this Digizuite DTSLA for any cause, all rights granted hereunder automatically revert to the granting party except as specified herein or in another written agreement between the parties. 
10. Governing Law
This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the substantive laws of Denmark and the parties hereby submit to the non-exclusive jurisdiction of the Danish courts.  
11. Severability 
If the application of any provision or provisions of this Digizuite DTSLA to any particular set of facts or circumstances is held to be invalid or unenforceable by a court of competent jurisdiction, the validity of said provision or provisions to any other particular set of facts or circumstances shall not, in any way, be affected. Such provision or provisions shall be reformed without further action by the parties to the extent necessary to make such provision or provisions enforceable when applied to that set of facts or circumstances. 
12. Amendment and Waiver
This Digizuite DTSLA may not be modified or amended except in a writing signed by a duly authorized representative of each party. The waiver by either party of any of its rights or remedies hereunder shall not be deemed a waiver of such rights or remedies in the future unless such waiver is in writing and signed by an authorized officer of such party. Such a waiver shall be limited specifically to the extent set forth in said writing. 
13. Assignment
You may not assign this Digizuite DTSLA or any right or obligation hereunder, without Digizuite’s prior written consent, which shall not be unreasonably withheld. However, you may assign this Digizuite DTSLA in the event of a merger or consolidation or the purchase of all or substantially all of your assets. This Digizuite DTSLA will be binding upon and inure to the benefit of the permitted successors and assigns of each party. 
14. General
This Digizuite DTSLA constitutes the exclusive terms and conditions with respect to the subject matter hereof. The parties both agree that it is their intention to resolve disputes between them concerning this Digizuite DTSLA directly in good faith negotiations. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. In any action to enforce this Digizuite DTSLA, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees, in addition to any other relief to which the prevailing party may be entitled. This provision shall survive the termination of this Digizuite DTSLA.