License Agreement

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License Agreement
Avisi's Apps are proprietary software applications. Your use of Avisi's Apps is subject to the terms and conditions as outlined in this License Agreement.
Last updated: August 31, 2020
IMPORTANT – PLEASE READ THIS AGREEMENT!
This License Agreement ("Agreement") forms a legally binding agreement between Avisi Apps B.V. ("Avisi") and Licensee, which explains the rights and obligations of Licensee when using Avisi's Apps. Avisi is a Dutch company with limited liability (Netherlands Chamber of Commerce 76632490), with head office at Nieuwe Stationsstraat 10, 6811 KS, Arnhem, The Netherlands.
By installing or using any of Avisi's Apps, Licensee agrees to be bound by this Agreement. If you do not agree to this Agreement, then do not install or use Avisi's Apps.
The Agreement also includes any of Avisi's Apps policies or documents referenced in the Agreement, including: End User License Agreement, Data Processing Addendum, Service Level Agreement, Privacy Policy and the Security Policy, which form the Annexes to this Agreement.
From time to time, Avisi may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted. To keep abreast of your license rights and relevant restrictions, we will inform you by email and/or via our website when relevant changes are made.
Additionally, we encourage you to bookmark this Agreement and read it periodically. By using any Apps after any modifications Licensee agrees to all of the modifications.
Definitions
1. Agreement: this license agreement including all Annexes. 
2. Annex: an annex to this Agreement which constitutes an inseparable part thereof. 
3. Apps: the software app or apps developed by Avisi that Licensee orders from Avisi through the Atlassian Marketplace, including New Versions and Documentation. Apps can be available as Software Apps or Cloud Apps. 
4. Atlassian Marketplace: the online platform operated by Atlassian, enabling the Apps to be downloaded and/or subscribed to. 
5. Cloud Apps: Apps that are hosted on a server of Avisi or on servers of a third party appointed by Avisi. Cloud Apps may exclusively be used under a Subscription License. 
6. Data Center Apps: Software Apps which may exclusively be used under a Subscription License. 
7. Documentation: the user documentation regarding the Apps as provided by Avisi on its website. 
8. End of Life: the moment Avisi does not support an App anymore, as announced on the Atlassian Marketplace. 
9. End User: the natural person that uses the Apps, such as (inter alia) employees, clients, representatives, contractors, consultants or agents of Licensee. 
10. End User License Agreement: the agreement that every End User has to accept, pertaining the conditions for use of the Apps, which is attached to this Agreement as Annex 1. 
11. Error: the situation where an App does not perform in accordance with the Documentation. 
12. Feedback: any feedback, comments or suggestions that Licensee or End User may provide to Avisi about or in connection with the Apps, including any ideas, concepts, know-how or techniques contained therein. 
13. IP Rights: all rights of intellectual property, such as but not limited to copyrights, database rights, trademark rights, know-how, patent rights. 
14. License: the right provided to Licensee by Avisi to use the Apps – as ordered by the Licensee – in accordance with the terms and conditions of the Agreement. 
15. Licensee: the legal entity that enters into this Agreement with Avisi, including its legal representatives. 
16. Maintenance: correcting Errors in the latest version of the Apps by providing New Versions. 
17. Maintenance Subscription: an optional subscription for Maintenance and Support which can be obtained after the first year of using Server Apps. 
18. Means of Authentication: data and/or means (or the combination of these) used by the Licensee and End User to verify his or her identity on the Apps, for example the combination of user name and password. 
19. New Versions: any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to Apps. 
20. Perpetual License: a License on the basis of a one time payment, as stipulated in the Atlassian Marketplace, for the use of the Apps, which includes a prior determined period of Maintenance and Support (Server Apps). 
21. Server Apps: Software Apps which may exclusively be used under a Perpetual License. 
22. Services: making and keeping the Cloud Apps available to Licensee and End Users as Software-as-a-Service, providing Maintenance or any other agreed services. 
23. Service Level Agreement or SLA: the service level agreement, setting out the service levels for Maintenance and Support by Avisi, which can be found as Annex 2. 
24. Software Apps: Apps that are downloaded and installed on a server not owned, maintained or accessible by Avisi. Software Apps can be available as Server Apps or Data Center Apps. Subscription 1.25. License: a License based on a periodically payable fee, as stipulated in the Atlassian Marketplace, on the basis of which the Licensee is allowed to use the Apps and has the right for Maintenance and Support (Cloud and Data Center Apps). 
26. Support: providing answers to questions of Licensee or its End Users by Avisi regarding the use and functionality of the Apps, as described in the SLA. 
27. Trial License: a time-limited License that is free of charge, allowing Licensee and its End Users to evaluate and try out Apps
The Apps and Services
1. Licensee can order Apps through the Atlassian Marketplace, the Atlassian Universal Plugin Manager and/or any other process Atlassian makes available.
2. If Licensee orders Cloud Apps:
A) Avisi will take reasonable commercial efforts to render the Services to Licensee and its End Users, subject to full compliance by Licensee of the terms and conditions of this Agreement.
B) The Cloud Apps and all Licensee’s data, including data of End Users and customers, will be stored and/or processed on a server run and maintained by Avisi or one or more third parties appointed by Avisi.
C) Avisi may temporarily suspend the Service in full or in part for the purpose of carrying out maintenance work. The Service will not be suspended longer than necessary.
D) The Services shall only include the organization or provision of backup, fallback and recovery services if provided in the SLA or any security policy.
3. If Licensee orders Software Apps (being either Server Apps or Data Center Apps):
A) Licensee and its End Users can download the Apps.
B) The Software Apps and all Licensee's data will be stored and processed on a server run and maintained by and under the sole responsibility of Licensee or one or more third parties appointed by Licensee. Avisi will not have any responsibilities regarding such processing, storage or otherwise.
4. Avisi will provide Licensee with the Documentation regarding the functionalities and use of the Apps. Documentation can be updated from time to time. Documentation, including new versions thereof, will be provided to Licensee via one or more of Avisi's websites or in the Apps.
5. All Apps are commercial computer software and are provided “as is”. The Apps may only be used in accordance with this Agreement. All other use is prohibited.
Grant of License and contents thereof
1. After Licensee has ordered an App, and subject to the payment of the applicable fees through Atlassian and subject to compliance with this Agreement, Avisi grants to Licensee a worldwide, non-exclusive, non-transferable, right to use the Apps. The License includes the right to sublicense the Apps to the number of End Users of Licensee specified when ordering the App. Avisi reserves all right, title and interest in and to the Apps under all applicable laws and jurisdictions.
2. A License can either be a Trial License, a Subscription License or a Perpetual License.
3. A License can only be granted to a Licensee which is a legal entity, not to a natural person. Avisi may assume that a representative of Licensee who registers a Licensee, is authorized by the Licensee to contractually and legally bind the Licensee.
4. The Apps may contain or be provided with components subject to the terms and conditions of "open source" software licenses. To the extent required by the license that accompanies the open source software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such open source software, including any provisions governing access to source code, modification or reverse engineering.
Conditions regarding the License and the use of the Apps
1. Licensee is solely responsible for the use of the Apps by itself and by its End Users and for the information and/or data stored and/or processed by itself and its End Users. Licensee warrants that it and its End Users do not process any unlawful data while using the Apps or act unlawfully against any third party in any other way by using the Apps.
2. Licensee is solely responsible for determining the existence of, the application of and the compliance with any law or regulation applying to any proposed use of the Apps by Licensee and its End Users. Licensee warrants that it and its End Users will only use the Apps in accordance with any applicable law or regulation and will not use the Apps (or any direct product thereof) in violation of any applicable laws or regulations, including but not limited to any export laws or anti-terrorism laws.
3. All use of the Apps must be in accordance with this Agreement, the relevant Avisi Documentation and policies, including the End User License Agreement. Licensee will fully impose all obligations of the End User License Agreement on each End User. Licensee is not entitled to make any changes to the End User License Agreement without the permission of Avisi.
4. Licensee will provide accurate, current and complete information when ordering the Apps and agrees to update its information if it changes. This is important, because Avisi will send notices, statements and other information to Licensee by email or through Licensee’s account.
5. Licensee will keep all Means of Authentication confidential and will not share them with third parties. Licensee is responsible for all actions taken through its accounts, including by its End Users.
6. Avisi does not accept any liability that is related to the information and/or data that is stored and/or changed by using the Apps being incorrect, incomplete or unlawful and/or that is related to changes to, additions to and/or any other use of the information made available through the Apps. Licensee shall indemnify Avisi against any and all claims from third parties regarding the aforementioned situations. Licensee will reimburse every and all reasonable costs and damages that Avisi should suffer as a result of such claims.
7. In the event it comes to Avisi’s knowledge that any information that Licensee and/or its End Users have stored and/or exchanged using the Apps is unlawful, Avisi reserves the right to immediately remove such information or to disable any access thereto. Avisi cannot be held liable for any damages that may result from such actions.
8. Licensee is not entitled to make any changes to the Apps or parts thereof, without prior written approval of Avisi. Licensee is not entitled to reverse engineer or decompile the Apps or parts thereof, except for those circumstances that are allowed under mandatory copyright law and under the condition that Licensee has obtained prior written approval of Avisi to do so. Avisi is entitled to attach conditions to such approval.
9. Avisi is entitled to verify whether or not Licensee performs its obligations in accordance with this Agreement, including verifying if the number of End Users authorized by Licensee to use the App is in accordance with the number of End Users that Licensee specified when ordering the App. In such an event Licensee will provide all relevant documentation and/or information to Avisi, including those regarding its sub licensees and End Users.
10. Licensee is responsible for its own internet connection and must use systems and equipment compatible with the Apps, as Avisi can specify in its published or adopted policies. Currently, Avisi adopts the Atlassian supported platforms policies. Any web browsers and other software of Licensee must support the Secure Socket Layer (TLS-SSL) protocol or other protocols accepted by Avisi. Avisi is not responsible for any Licensee’s data which is lost, altered, intercepted or stored across networks not owned or operated by Avisi.
Maintenance, Support and Feedback
1. Subject to full payment of the Perpetual License fee for Server Apps, Licensee is entitled to Maintenance and Support for the period determined when ordering the Perpetual License. After this period, Licensee can order an optional Maintenance Subscription through the Atlassian Marketplace. Subject to full and consecutive payment of the Maintenance Subscription, Licensee is entitled to Maintenance and Support for the duration of the Maintenance Subscription.
2. Subject to full and consecutive payment of the Subscription License fee for Data Center Apps and/or Cloud Apps, Licensee is entitled to Maintenance and Support.
3. Under Maintenance Avisi will make – at its own discretion – enhancements and will try to correct Errors to the best of its ability by providing New Versions. The terms of this Agreement apply to any New Versions, unless Avisi provides different terms. Under Support Avisi will provide telephone, web-based and/or email support during normal business hours. Maintenance and Support is provided in accordance with the SLA.
4. In the event that Licensee does not have a Subscription License or if the previously determined period for Maintenance and Support of a Perpetual License has passed and Licensee does not have a Maintenance Subscription, Avisi will not provide Maintenance or New Versions and will not be required to correct any Errors in the Apps or replace the Apps under any circumstances.
5. In case of Software Apps with a Subscription License or with a Maintenance Subscription, Licensee may be notified if there are any New Versions available via the universal plugin manager (UPM). Licensee can choose whether or not to download the Updates and Upgrades. If Licensee chooses not to download the New Versions, Maintenance and Support will be provided on the Software Apps until they have reached End of Life. In case of Cloud Apps, New Versions will be provided automatically.
6. Although best efforts are made to resolve each Error or to provide an answer to a question, Avisi will provide Maintenance and Support "as is" and without any warranties.
7. Licensee or End User can provide Feedback to Avisi in connection with Maintenance, Support and otherwise. Licensee or End User hereby grant Avisi a worldwide, royalty-free, exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Apps. Licensee and End User agree that Avisi may exploit all Feedback without any restriction or obligation on account of IP Rights or otherwise.
Fees and payment
1. A Trial License for Apps does not require any payment by Licensee and can be obtained via Atlassian. A Perpetual License or Subscription License for Apps can be purchased and renewed from Atlassian ("Paid via Atlassian").
2. All payment requirements for a Perpetual License or Subscription License are governed by Atlassian's relevant terms and conditions as explained in their Purchasing and Licensing FAQ and in respective Pricing FAQ's such as Avisi's Atlas CRM App Pricing FAQ which can be found on the Atlassian Marketplace.
IP Rights
1. All IP Rights with respect to the Apps and the Documentation provided by Avisi to Licensee are solely held by Avisi or its licensors. Licensee will respect all such IP Rights. Licensee shall only acquire the rights of use granted in this Agreement and subject to the terms and conditions as stated herein.
2. Avisi shall be allowed to take (additional) technical measures to protect the Apps. Licensee is not allowed to remove or evade such technical measures.
3. Avisi shall indemnify Licensee against any third party claim stating that the Apps infringe IP Rights of third parties on the condition that Licensee immediately informs Avisi in writing (which can also mean by email) about the existence and contents of such claim and will let Avisi handle the matter completely, including but not limited to negotiating and agreeing to any settlements. In this respect Licensee shall provide - at first request by Avisi – all necessary powers of attorney, information and cooperation to defend - if necessary, in the Licensee’s name - against such third party claims.
4. If it has been established in court as an incontrovertible fact that the Apps and/or Documentation of Avisi infringes any IP Rights held by a third party, Avisi shall – at its sole discretion – (a) change the Apps to the extent that it does not infringe such third party rights, (b) provide different software with similar functionality that does not infringe such third party rights, (c) at its expense acquire a license from such third party in order for the Licensee and/or its End Users to continue using the Apps, or (d) provide any other reasonable solution to Licensee and/or its End Users. Any further liability of Avisi with respect to infringement of third party rights is excluded.
5. If Licensee believes that any content on Avisi’s Apps or Apps website(s) violates Licensee’s copyrights, it shall notify Avisi's copyright agent in writing. The contact information for Avisi's copyright agent is at the bottom of this section. Avisi cannot take action unless Licensee gives Avisi all the required information.
6. In order for Avisi to take action, Licensee must do the following in its notice:
i. provide Licensee’s physical or electronic signature
ii. identify the copyrighted work that Licensee believe is being infringed;
iii. identify the item that Licensee thinks is infringing and include sufficient information about where the material is located (including which website) so that Avisi can find it;
iv. provide Avisi with a way to contact Licensee (such as address, telephone number, or email);
v. provide a statement that Licensee believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Avisi; and
vi. provide a statement that the information Licensee provides in its notice is accurate, and that (under penalty of perjury), Licensee is authorized to act on behalf of the copyright owner whose work is being infringed.
7. The contact information for Avisi's copyright agent is as follows: Copyright Enforcement Avisi B.V., Nieuwe Stationsstraat 10, 6811 KS, Arnhem, The Netherlands, E-Mail: [email protected]
Term and termination
1. This Agreement is entered into starting from the date that the Licensee downloads the Software Apps and/or activates the Cloud Apps.
2. For Server Apps, the term of the Perpetual License is an indefinite period. The term of the optional Maintenance Subscription for Server Apps is chosen when ordering the Maintenance Subscription. After the end of the term of the Maintenance Subscription, Licensee is not entitled to Maintenance and Support anymore, unless the Maintenance Subscription is renewed.
3. For Data Center Apps, the term of the Subscription License is chosen when ordering the Subscription License. After the end of the term of the Subscription License for Data Center Apps, this Agreement will terminate automatically at the expiration date, unless the Subscription License is renewed by Licensee or unless Licensee has chosen for automatic renewal.
4. For Cloud Apps, the term of the Subscription License is based on the host product the Cloud Apps are used with. After the end of the term of the Subscription License for Cloud Apps, this Agreement will terminate automatically at the expiration date, unless the Subscription License is renewed by Licensee or unless Licensee has chosen for automatic renewal. If a monthly Subscription License is used for the Cloud Apps, the Subscription License will automatically be renewed with the same periods, unless the Agreement is terminated by Licensee.
5. Apps can be used with a Trial License for free for the period determined when ordering the Trial License. For Cloud Apps used with a product with a monthly Subscription License, once the trial period is over, the cost of the Cloud Apps will be automatically included in Licensee’s next bill, unless the App is manually deactivated. For Cloud Apps used with a product with a yearly Subscription License, and for Software Apps, the Licensee will need to order the Apps separately after the trial period.
6. Avisi can terminate this Agreement for convenience by written notice (which also includes by e-mail) given at least three (3) months in advance. If Avisi terminates the Agreement for convenience, a Subscription License or a Maintenance Subscription will end when the term that has been paid for finishes and cannot be renewed. If a Subscription License or Maintenance Subscription runs for less than three (3) months after the written notice, Licensee can renew the Subscription License or Maintenance Subscription until the end of the notice period.
7. If Licensee has a Subscription License, Avisi may suspend or terminate this Agreement and Licensee’s account immediately, if Licensee or End User fails to comply with the terms and conditions of this Agreement or the End User License Agreement, including any failure to pay fees when due. If Licensee has a Perpetual License, Avisi may terminate this Agreement in the cases mentioned in this clause and revoke the Perpetual License.
8. Avisi is allowed to terminate this Agreement in writing (which can also mean by e-mail) with immediate effect in the event: (a) Licensee becomes bankrupt or insolvent and/or if the business of Licensee is placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Licensee or otherwise; or (b) Licensee enters into liquidation or shall enter into an arrangement or composition with its creditors; or (c) Licensee fails to perform its obligations under this Agreement.
9. Upon termination - on whatever grounds and for whatever cause – of the Agreement, or revocation of the Perpetual License, all rights granted to Licensee under this Agreement will expire automatically and immediately and. Licensee must at its own cost cease using (and require all End Users, and anyone else to cease using) all the Apps. In case of Software Apps, Licensee is obliged to remove or destroy the Apps and Documentation from its system(s) or systems of its End Users.
Processing of (personal) data
1. The use of the Apps and the performance of the Agreement can entail the processing of personal data. For this personal data, Licensee and/or its relations are deemed to be the controller as defined by General Data Protection Regulation (GDPR) and Avisi is deemed to be processor.
2. All processing of personal data by Avisi will be in accordance with the Data Processing Addendum, and therefore in accordance with the GDPR, which is attached as Annex 3 to this Agreement.
Confidentiality
1. Except as otherwise set forth in Section 5.7 above, each party agrees that all code, inventions, know- how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.
2. Any Avisi technology and performance information relating to the Apps shall be deemed Confidential Information of Avisi without any marking or further designation.
3. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
4. For clarity, no Feedback will be deemed confidential information and nothing in this Agreement limits Avisi's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
5. Parties undertake to require the members of their staff and their subcontractors to observe these confidentiality provisions as well as to require the staff (including temporarily deployed third parties) that is charged with the performance of this Agreement to observe all reasonable (precautionary) measures.
6. Avisi may identify Licensee (by name and or logo) as a customer in promotional material. Licensee may request that Avisi cease identifying Licensee at any time by submitting an email to [email protected] Requests may take 30 days to process.
Limitation of liability
1. The total liability of Avisi for failing to perform its obligations under this Agreement, or on any other legal basis, shall be limited to compensating direct damages, up to at most the part of the License fees received by Avisi from Atlassian during one year (exclusive of VAT) regarding the use of the Apps by Licensee under this Agreement. Avisi’s administration is decisive in determining the amounts that Avisi received from Atlassian. Direct damage shall exclusively mean:
i. reasonable expenses which the Licensee would have to incur to make Avisi’s Apps perform to the Agreement. These alternative damages shall not be compensated if the Agreement is rescinded by Licensee;
ii. reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of this Agreement;
iii. reasonable expenses incurred to prevent or mitigate damage, insofar as the Licensee demonstrates that these expenses resulted in mitigation of direct damages within the meaning of this Agreement.
iv. reasonable expenses incurred relating to mutilation or loss of data insofar as the Licensee demonstrates conclusively that these expenses are directly related to the failure of Avisi in performing its obligations under this Agreement.
2. Avisi’s liability for consequential damage is excluded. Consequential damages means consequential loss, lost profits, lost savings, loss of goodwill, damages as a result of business interruptions and all other forms of damages or injury not defined as direct damages.
3. Avisi shall only be liable as a result of an attributable failure to perform the Agreement if the Licensee gives Avisi an immediate notice of default in writing, setting a reasonable term in which the breach can be remedied, and Avisi still attributably fails to meet its obligations after this period. The notice of default must contain a comprehensive and detailed description of the breach, in order to ensure that Avisi has the opportunity to respond adequately.
4. Licensee will indemnify, defend and hold harmless Avisi from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by Licensee (including End Users) of this Agreement, (b) any Licensee data, (c) any modifications of or combinations with a product, or any service or product offered by Licensee in connection with or related to the Apps, (e) any representations or warranties made by Licensee (including End User) regarding the Apps to third parties. This indemnification obligation is subject to Licensee receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Licensee to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Avisi may participate in the claim at its own expense and Licensee may not settle any claim without Avisi's prior written consent; and (iii) all reasonable necessary cooperation of Avisi at Licensee's expense.
5. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.
Warranty
1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Furthermore, Licensee represents and warrants that this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind Licensee to the terms and conditions of this Agreement.
2. Avisi warrants that during the term of this License Agreement the Apps will materially conform to the Documentation.
3. The Apps, including New Versions, are provided to Licensee “as is”. Avisi does not warrant that the Apps, including New Versions, will operate without interruption, will be error-free or that it is fit for any particular purpose, or that Errors or other defects shall be corrected in New Versions. Furthermore, Avisi does not warrant that the Apps operate in combination with any other hardware, software, system or data or that the Apps will meet any of Licensee’s or End User’s requirements or expectations.
Miscellaneous
1. Licensee shall not assign or purport to assign or transfer any of its rights or obligations under this Agreement to any third party, without prior written consent of Avisi. Avisi is entitled to assign or purport to assign or transfer its rights and obligations under this License Agreement to any third party. Licensee agrees (now for then) to such assignment or transfer by Avisi and will provide all necessary cooperation to Avisi with respect thereto.
2. This Agreement is the entire agreement between Licensee and Avisi relating to the Apps and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Apps or any other subject matter covered by this Agreement.
3. If any provision of this Agreement is held to be void, invalid, unenforceable or unlawful, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended unless there is the written agreement of Avisi (which may be withheld in its complete discretion without any requirement to provide reasons).
5. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.
Applicable law and disputes
1. This Agreement is governed exclusively by the laws of the Netherlands. The Vienna Sales Convention of 1980 does not apply.
2. Except in circumstances where a party seeks urgent injunctive relief or unless parties agree otherwise, before commencing any court proceedings, if any disputes arise under this Agreement or in connection thereto or that might result there from, the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days, the dispute will be referred to arbitration and determined under the Rules of Arbitration of the Stichting Geschillenoplossing Automatisering, Herenweg 115, 2105 MG Heemstede, the Netherlands. If a party seeks an urgent injunctive relief or if parties agree not have their dispute settled by arbitration, a dispute will irrevocably and unconditionally be submitted to the exclusive jurisdiction of the courts of Arnhem, the Netherlands.