• Ab Ovo will be present at the Port of Rotterdam debate conference on the 7th of December 2017

Standard License Conditions

LICENSE TERMS AND CONDITIONS

These terms and conditions apply to the use of Ab Ovo software under the License Agreement between Ab Ovo and licensee. The terms and conditions do not supersede the License Agreement. In the absence of a License Agreement they will constitute the complete agreement.

1. For the purpose of this Agreement, the licensed computer software program(s) installed and the supporting documentation for such will be referred to as the “Software.”

2. Subject to these terms and the conditions of the Agreement and upon Licensee’s full payment of the applicable fees, the Software shall be licensed, not sold, to Licensee by Ab Ovo. The License granted hereunder shall be, non-exclusive and non-sublicensable, and is defined as Licensee’s right to:

(a) for the number of copies licensed, u one (1) copy of the Software. “Use” shall mean Licensee may install, use, access, run, or otherwise interact with the Software in accordance with the applicable documentation and the License grant specified in the Agreement. The Software may not be installed, accessed, displayed, run shared, or used concurrently on or from different computers, including a workstation, terminal, or other digital electronic devise unless specifically agreed upon in the License Agreement.

(b) for the number of copies licensed, make one copy (in machine-readable form only) of each copy of the Software licensed hereunder solely for backup or disaster recovery purposes. However, Licensee must reproduce each such copy without modification, including all copyright and other proprietary notices that are on the original copy.

3. Ab Ovo reserves any rights not expressly granted to Licensee and retains title and full ownership rights under the copyright laws of the Netherlands or any other jurisdiction or foreign laws. Ab Ovo is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not, nor permit any third party, to reverse engineer, decompile, disassemble or otherwise reduce the Software to any other humanly perceivable form, and may not modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof.

4. “Confidential Information” shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Ab Ovo to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Ab Ovo of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Ab Ovo in any litigation brought by Ab Ovo against third parties to protect its proprietary rights.

5. Standard Maintenance Services Policy

Telephone Support. Ab Ovo provides telephonic support for the Software from 9 a.m. to 5 p.m., GMT+1 Monday through Friday (public holidays excluded).

Updates. As long as Licensee is current on payment of Fees, upon Licensee’s request, Ab Ovo will deliver to Licensee all new releases, corrections, enhancements and updates to the Software, which Ab Ovo makes generally available.

Customer Support Objectives. Ab Ovo recognizes that to maintain a competitive advantage, it is in its best interest to fix serious problems with the Software and to promptly respond to problems Licensee brings to its attention. Ab Ovo will use reasonable commercial efforts to respond, based on the severity of the problem and in accordance with its Service Level Objectives set forth below, to Licensee’s request for assistance in fixing problems with the Software.

Customer Support Definitions

Priority 1: Down Production System

The Ab Ovo software is failing in a production environment resulting in a complete loss of productive capability. This type of problem severely impacts the customer's business objectives and requires rapid response and resolution. Examples of a down production environment are a non-recoverable server crash or the complete failure of one of the Ab Ovo software components.

Priority 2: Deployment Stoppage The Ab Ovo software is falling in a pre-deployment environment which will result in a significant delay in the deployment of the customer’s system into production. This type of problem severely impacts the schedule of the rollout of the customer’s production system. Typically, the problem will have to occur in a period where all implementations have been completed and the customer is in the process of testing the production environment or the staging environment just prior to going into production. In addition, if Customer has any problem during the first installation of an Ab Ovo product, the problem will fall into this priority. Installation problems, typically, encompass situations where install scripts or programs failed to run or the product failed to start after the installation process completed.

Priority 3: Development Stoppage One of the major functions or features of the Ab Ovo software is failing. This type of problem also requires rapid response and resolution. Examples of a major feature failure are the failure of reports to run or the return of incorrect results by an Ab Ovo API function.

Priority 4: Feature is not working as documented A feature in the Ab Ovo software is not behaving as documented by Ab Ovo. Productive work can continue but the Ab Ovo software is not performing to specification and a remedy is required.

Priority 5: General questions These problems are of a general nature and pertain to how the Ab Ovo software should operate in both a production and development environment. This category also includes feature requests for subsequent releases.

Acknowledgment

Acknowledgment is defined as contact by either email or phone by a trained Customer Support professional to advise of the receipt of a customer support issue.

Initial Response Initial response is defined as contact by either email or phone by a trained Customer Support professional to gather additional information about a customer support issue and to determine the steps to reproduce the problem.

Status Frequency This is the frequency with which Ab Ovo Customer Support will update our customers on their open support issues. This frequency may be extended by mutual agreement between the customer and Ab Ovo Customer Support.

The following table summarizes Ab Ovo’s Service Level Objectives.

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Service Levels                Priority 1                Priority 2               Priority 3             Priority 4              Priority 5

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Acknowledgment          15 minutes             15 Minutes            3 Hours                4 Hours                4 Hours

Initial Response             30 Minutes             1 Hour                    6 Hours                8 Hours                8 Hours

Status Frequency          Every Day                Every Day               Every 3 Days       Every 5 Days        Every 7 Days

Temporary Fix                Day                          2 Days                     8 Days                  10 Days                12 Days (if Applicable)

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Both hours and days listed in the table above are Ab Ovo’s Customer Support hours, GMT+1 Monday through Friday 9.00 AM -5.00 PM (Public holidays excluded)

6. Ab Ovo warrants that it or its licensors retain(s) all intellectual property rights in the Software and any accompanying written materials provided by Ab Ovo, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement.

7. Ab Ovo warrants for a period of thirty (30) days from the delivery date of the Software that (i) the media provided by Ab Ovo, if any, on which the Software is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the operation of the Software, as provided by Ab Ovo, will substantially conform to Ab Ovo’s written documentation for the Software. In the event Licensee notifies Ab Ovo during the warranty period that the Software does not meet these standards, Ab Ovo shall, at its sole option and expense, either replace the media, refund the purchase price, or repair or replace the Software as Licensee’s sole and exclusive remedy.

8. Licensee and Ab Ovo agree that the software is provided “as is” and that Ab Ovo makes no warranty as to the software, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

9. In no event will Ab Ovo or its directors or employees be liable to Licensee for any consequential, incidental, indirect or special damages whatsoever whether foreseeable or unforeseeable, or for cost of procurement of substitute goods, technology or services, regardless of the basis of the claim. Ab Ovo’s cumulative liability for damages for any cause whatsoever and regardless of the form of the action, will be limited to no greater than the amount of money paid to Ab Ovo for the software that caused the damages. No action may be brought against Ab Ovo later than one year from the termination of this Agreement.

10. Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by Ab Ovo and any purported assignment or transfer without Ab Ovo’s consent shall be null and void.

11. This Agreement is effective for the term of the license grant unless sooner terminated, either through mutual agreement by the parties or by Licensee’s material breach of the Agreement: Upon any termination Licensee must immediately destroy the Software and all accompanying written materials and all copies thereof (including copies stored in computer memory) and shall so certify to Ab Ovo in writing.