# END USER LICENSE AGREEMENT

**SOFTWARE LICENSE AGREEMENT FOR ODOO MODULES**

This Software License Agreement (the "Agreement") is entered into between IT Consultancy Sàrl, a company organized under the laws of Luxembourg with RCS registration number B207697 ("Licensor") and the entity or individual as defined in 1.7 "Licensee".

## 1. DEFINITIONS

1.1 "Software" means the Odoo module developed by Licensor, in object code form, including any updates, upgrades, modifications, revisions, copies, documentation and related materials.

1.2 "Version" means the specific release of the Software provided to Licensee, identified by a version number.

1.3 "Use" means loading, installing, executing, accessing, or otherwise utilizing the Software.

1.4 "Confidential Information" means any non-public, sensitive information disclosed by Licensor to Licensee, including but not limited to the Software, trade secrets, business plans, customer lists, and financial information.

1.5 "Intellectual Property Rights" means all intellectual property rights, including but not limited to patents, trademarks, service marks, copyrights, trade secrets, and moral rights.

1.6 "Affiliates" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the voting securities or other ownership interests.

1.7 "Licensee" means the entity or individual that has purchased a license to use the Software as identified in the applicable order form or purchase agreement, as well as any entity or individual that uses the Software, including but not limited to IT service providers, consultants, and any other parties working for or on behalf of the final end customer. Additionally, "Licensee" includes any individual or entity technically capable of accessing the Software's code. By reading, accessing, or otherwise interacting with any part of the Software's code, such individuals or entities are deemed to have accepted and agreed to be bound by the terms and conditions of this Agreement.

## 2. LICENSE GRANT AND RESTRICTIONS

2.1 **Grant of License**: Subject to Licensee's strict compliance with all terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to Use the specific Version of the Software provided, solely for Licensee's internal business operations. This license is granted exclusively to existing customers of IT Consultancy. If either the Licensee or IT Consultancy ceases business relations for any reason, the license shall be retired immediately on the same day.

If the Licensee has not paid any received invoice from IT Consultancy within 12 months, the Licensee is considered to no longer be an active customer. IT Consultancy retains the sole discretion to remove any part of the module or the entire module at any time after the Licensee is no longer an active customer. If IT Consultancy does not remove the modules immediately, this shall not be construed as an extension or continued granting of the license. IT Consultancy reserves the unconditional right to revoke access at any time after the Licensee is no longer an active customer, without limitation and without prior notice. The Licensee waives any right to claim continued access due to non-removal, as IT Consultancy retains absolute authority to revoke and remove access at its discretion.

2.2 **Restrictions**: Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party to:
(a) Copy, modify, adapt, alter, translate, or create derivative works of the Software;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, including but not limited to Odoo or any other third party;
(c) Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party;
(d) Remove, alter, or obscure any proprietary notices on the Software;
(e) Use the Software to provide services to third parties or otherwise use the Software on a service bureau basis;
(f) Circumvent any user limits or other license, timing or use restrictions that are built into the Software;
(g) Use the Software for competitive analysis or to develop a competing product or service; or
(h) Otherwise Use the Software in any manner not expressly authorized by this Agreement.

## 3. OWNERSHIP

3.1 **Reservation of Rights**: Licensor reserves all rights not expressly granted to Licensee in this Agreement. The Software is licensed, not sold. Licensee acknowledges and agrees that all parts of the Software, including the code, strictly belong to IT Consultancy Sàrl. No entity, including Odoo, is permitted to take, re-engineer, or claim any portion of the code.

3.2 **Clarification on Derivative Works**: Any modifications, enhancements, adaptations, or derivative works created by Licensee shall be the sole property of Licensor. Licensee hereby assigns all rights, title, and interest in such modifications or derivative works to Licensor.

3.3 **Proprietary Rights**: All title, ownership rights, and intellectual property rights in and to the Software, including any modifications, enhancements, adaptations, or derivative works thereof, shall remain the sole property of Licensor. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Licensor's rights with respect to the Software.

## 4. PAYMENT

4.1 **License Fees**: Licensee shall pay to Licensor the license fees as set forth in the applicable order form or purchase agreement.

4.2 **No Refunds**: All license fees are non-refundable once paid to Licensor.

## 5. TERM AND TERMINATION

5.1 **Term**: This Agreement commences on the date Licensee first Uses the Software and continues until terminated as provided herein.

5.2 **Termination for Breach**: Licensor may terminate this Agreement immediately if Licensee breaches any provision of this Agreement.

5.3 **Effect of Termination**: Upon termination of this Agreement for any reason:
(a) All rights granted to Licensee under this Agreement shall terminate and Licensee shall immediately cease all Use of the Software;
(b) Licensee shall promptly destroy all copies of the Software in its possession or control and, upon request, certify such destruction to Licensor;
(c) All outstanding payment obligations of Licensee shall become immediately due and payable.

5.4 **Survival**: The provisions of Sections 3 (Ownership), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8 (Indemnification), 11 (Confidentiality) 14 (General) and 15 (Acceptance of License Agreement) shall survive the termination of this Agreement.

## 6. DISCLAIMER OF WARRANTY

6.1 **No Maintenance or Support**: Licensee acknowledges that Licensor has no obligation to provide any maintenance or support services related to the Software. Any maintenance or support provided by Licensor shall be governed by separate agreements between Licensor and Licensee.

6.2 **As Is**: THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

## 7. LIMITATION OF LIABILITY

7.1 **Exclusion of Consequential and Related Damages**: IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 **Cap on Liability**: IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY EXCEED THE LICENSE FEES PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE GIVING RISE TO THE LIABILITY.

## 8. INDEMNIFICATION

8.1 **By Licensee**: Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's Use of the Software or any breach of this Agreement by Licensee.

## 9. COMPLIANCE WITH LAWS

9.1 **General**: Licensee shall comply with all applicable laws and regulations in its Use of the Software.

9.2 **Export Compliance**: Licensee shall comply with all applicable export laws and restrictions and regulations of Luxembourg and the European Union.

## 10. AUDIT RIGHTS

10.1 **Audit**: Licensor or its designated representative shall have the right to audit Licensee's Use of the Software for compliance with this Agreement. Licensee shall cooperate with Licensor's audit and provide any reasonable assistance and access to information.

10.2 **Findings**: If an audit reveals that Licensee has Used the Software in excess of the license granted or otherwise not in accordance with this Agreement, Licensee shall:
(a) Immediately pay to Licensor the license fees for such excess or unauthorized Use;
(b) Pay the reasonable costs of conducting the audit if excess or unauthorized Use exceeds 5% of the license fees paid; and
(c) Pay a penalty equal to twice the license fees that would have been payable for such excess or unauthorized Use.

## 11. CONFIDENTIALITY

11.1 **Confidential Information**: Licensee acknowledges that the Software contains valuable trade secrets and confidential information of Licensor. Licensee shall maintain the Software in strict confidence and shall not disclose the Software to any third party.The Licensee shall not disclose, share, or distribute any proprietary information regarding the Software, including but not limited to its functionality, design, or structure. Any unauthorized disclosure will result in immediate license termination and potential legal action.

## 12. SUPPORT AND MAINTENANCE
12.1 Optional Services:
Licensor may offer support and maintenance services for the Software under separate agreements. These services may include technical support, bug fixes, and other assistance to ensure the Software operates as intended.

12.2 Fees:
Any support and maintenance services shall be subject to additional fees as agreed between the parties. Licensor shall provide a quote for such services upon request.

12.3 Service Level Agreement (SLA):
The support and maintenance services shall be governed by a Service Level Agreement (SLA) that specifies the level of service, response times, and other relevant details.

## 13. UPDATES AND UPGRADES
13.1 Availability:
Licensor may, at its sole discretion, provide updates, upgrades, patches, or other modifications to the Software (collectively, "Updates"). Updates may include new features, bug fixes, or other enhancements to the Software.

13.2 Installation:
Licensee shall be responsible for installing any Updates provided by Licensor. Licensor shall provide reasonable instructions and support for the installation of Updates.

13.3 Additional Fees:
Some Updates may be subject to additional fees, which shall be communicated to Licensee in advance. Licensee's use of such Updates shall be subject to payment of the applicable fees.

13.4 License Terms:
Any Updates provided by Licensor shall be subject to the terms and conditions of this Agreement, unless otherwise agreed in writing.

## 14. GENERAL

14.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of Luxembourg, without giving effect to any principles of conflicts of law.

14.2 **Dispute Resolution**: Any dispute arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be Luxembourg City, Luxembourg. The language of the arbitration shall be Luxembourgish.

14.3 **Penalties for Breach**: In addition to any other remedies available to Licensor, Licensee agrees that in the event of any unauthorized Use, reproduction, distribution, or disclosure of the Software, Licensor will be entitled to an immediate injunction to prevent further breaches. Licensee further agrees to pay a penalty of €50,000 for each breach of this Agreement, without prejudice to Licensor's right to claim actual damages.

14.4 **No Assignment**: Licensee may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Licensor. Any attempted assignment in violation of this Section shall be void.

14.5 **Amendment**: This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.

14.6 **Severability**: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

14.7 **Waiver**: No waiver of any term or condition of this Agreement shall be valid or binding unless made in writing and signed by the party against whom such waiver is sought to be enforced.

14.8 **Force Majeure**: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.

14.9 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof.

## 15. ACCEPTANCE OF LICENSE AGREEMENT
By requesting or allowing the installation of the Software by any service provider, Licensee acknowledges that it has read, understood, and agreed to be bound by the terms and conditions of this Agreement. Licensee further acknowledges that the installation of the Software by the service provider does not relieve Licensee of its obligations under this Agreement.

By installing, downloading, accessing, or otherwise using the Software, Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.



This agreement can be requested in French or German upon request.

Cette convention peut être demandée en français sur demande.

Diese Vereinbarung kann auf Anfrage in deutscher Sprache angefordert werden.


IT Consultancy Sàrl
RCS B207697
info@it-c.lu