Master Terms (Customer Agreements)

Last updated june 2015

These Master Terms shall apply to any agreements (each, an “Agreement”) between Storrecom BVBA or one of its’ Affiliates (“Storrecom”) and Customer (as such term is defined in an Agreement) that references these Master Terms and incorporates them by reference. By entering into an Agreement with Storrecom BVBA, Customer acknowledges it has read and agreed to these Master Terms. Each Agreement that incorporates by reference these Master Terms shall be a separate and independent agreement from any other Agreement that incorporates by reference these Master Terms. In the event of any inconsistency between these Master Terms and the terms and conditions of any Agreement, the terms and conditions of the Agreement shall govern to the extent of that inconsistency.

1 SOFTWARE LICENSE TERMS
1.1 Terms of Licenses to Software. Any licenses to Software granted to Customer by Storrecom BVBA in the Agreement shall, in addition to the terms and conditions of the Agreement, be subject to the following terms and conditions:
(a) The license shall be a world-wide, non-exclusive, non-transferable license for the Term of the Agreement for Customer to Use the Software for the Permitted Use.
(b) No license is given to the source code to the Software. Customer is prohibited from reverse engineering, disassembling or decompiling the Software or otherwise attempting to create or generate any source code version of any part of the Software, except as permitted by applicable law and to the extent that Storrecom BVBA is not permitted by applicable law to exclude or limit such rights. Customer may not copy (except as permitted herein) modify, create derivative works from or merge the Software with or into other material to make an updated or different work.
(c) The license shall be for the Software as it exists at the Effective Date and for any new releases, modifications, improvements, enhancements, updates or other changes that Customer becomes entitled to pursuant to the provisions of the Software Maintenance Program. Storrecom BVBA shall be under no obligation to develop new releases, modifications, improvements, enhancements, updates or other changes to the Software.
(d) Customer shall only Use the Software at Designated Sites or, during the period of an extraordinary disaster which renders it impossible to Use the Software from a Designated Site, then from a Disaster Recovery Site on a temporary basis as part of Customer’s documented disaster recovery procedures until it is again possible to Use the Software from a Designated Site.
(e) Customer may make up to two (2) copies of the Software solely for archival and/or back-up purposes consistent with Customer’s normal periodic back-up or disaster recovery procedures. Customer may not otherwise copy the Software except as permitted by applicable law.
(f) Customer shall be enrolled in and entitled to receive the Software Maintenance Services for Storrecom BVBA Software upon payment of the fees, and pursuant to the terms and conditions, set out in the Software Maintenance Program.
(g) If Customer breaches this Agreement by Using the Software beyond the Permitted Use, then Customer shall pay to Storrecom on demand any amounts required to bring Customer's Use of the Software into compliance with the Permitted Use, as determined with reference to Storrecom BVBA published commercial price list for the Software. This remedy shall be in addition to, and not in lieu of, any other right or remedy that Storrecom BVBA may have pursuant to the Agreement with respect to such a breach of the Agreement by Customer.
1.2 Licenses to Third Party Software. In addition to the terms and conditions of the Agreement and the other terms and conditions herein, any licenses to Third Party Software granted to Customer under the Agreement shall be subject to the Third Party Software Terms. Storrecom BVBA represents and warrants that it has sufficient rights to grant Customer the license to the Third Party Software.

2 SERVICES
2.1 Professional Services. Storrecom BVBA shall perform all Professional Services that Storrecom BVBA agrees to provide in an Agreement for the fees specified therein and in a professional and workmanlike manner by personnel having a level of skill commensurate with their responsibilities.

3 FEES AND PAYMENT
3.1 Fees. The following terms and conditions shall apply in respect of payment of Fees by Customer:
(a) Customer shall pay Storrecom BVBA the Fees in the amounts and on such terms as set out in the Agreement.
(b) Unless otherwise expressly provided in the Agreement, all Fees are expressed in Euro.
(c) At Storrecom BVBA’ option, Storrecom BVBA may assess a late payment fee equal to one and one half per cent (1.5%) of the unpaid amount for each succeeding thirty (30) day period or portion thereof in which Storrecom BVBA has not received payment from Customer of Fees when due.
(d) Customer shall promptly and carefully review statements and invoices provided or made available by Storrecom BVBA to Customer reflecting transaction activity. If Customer believes any adjustments are needed with respect to any amounts due to Storrecom BVBA, or if Customer has any other questions or concerns regarding any statement or report provided by Storrecom BVBA, Customer must so notify Storrecom BVBA in writing within ninety (90) days after such invoice or report is received. If Customer fails to notify Storrecom BVBA within such time frame, Storrecom BVBA will not be required to investigate the matter or effect any related adjustment, absent any willful misconduct by Storrecom BVBA. If Customer notifies Storrecom BVBA after such time period, Storrecom BVBA may, in its sole discretion and at Customer’s cost, investigate the matter addressed in Customer’s notice, but Storrecom BVBA will not have any liability to effect any related adjustment absent any willful misconduct by Storrecom BVBA.
(e) At Storrecom BVBA’ option, Storrecom BVBA may suspend provision of any Services if Storrecom BVBA has not received payment of Fees from Customer when due.
(f) A failure by Customer to pay Fees when due shall be deemed to be a material breach of the Agreement.
(g) All Fees payable to Storrecom BVBA are exclusive of any taxes, assessments or duties that may be assessed upon the Software, Services, Hardware or any licenses under the Agreement, including, without limitation, sales, use, excise, value added, personal property, electronic/internet commerce, export, import and withholding taxes, but not including taxes based upon Storrecom BVBA’ income. Customer shall directly pay any such taxes assessed against it, including without limitation all taxes that arise out of transactions completed by Customer using the Software. Customer shall promptly reimburse Storrecom BVBA for any such taxes payable or collectable by Storrecom BVBA. If any tax in the nature of withholding tax is payable on any sums payable to Storrecom BVBA under this Agreement, Customer shall pay Storrecom BVBA such amount as is necessary to ensure that the net amount received by Storrecom BVBA after such withholding shall be equal to the amount originally due.
3.2 Collection Expenses. Customer agrees to reimburse Storrecom BVBA for any and all collection related expenses incurred by Storrecom BVBA in the collection of any amounts owed to Storrecom BVBA pursuant to the Agreement.

4 OWNERSHIP OF INTELLECTUAL PROPERTY
4.1 Ownership. Storrecom BVBA and its licensors shall have and retain all right, title and interest, including any copyrights, patents, trade secrets, moral rights and other Intellectual Property Rights in and to any Software licensed under an Agreement, and any software, documentation, processes or methodology produced or used by Storrecom BVBA in the performance of Services pursuant to the Agreement, including, without limitation, any modifications, enhancements, changes or additions to the Software. To the extent of any interest of Customer therein (including, to the extent that any Services performed by Storrecom BVBA may constitute a “work made for hire”), Customer irrevocably agrees to assign and, upon its creation, automatically assigns to Storrecom BVBA the ownership of such Intellectual Property Rights absolutely and without the necessity of any additional consideration. Customer agrees to do and perform such other acts and things and to execute and file such other agreements, documents, certificates or instruments as may be considered necessary or advisable by Storrecom BVBA in order to carry out the intent of this provision and should Customer be unable or unwilling to do so, Customer irrevocably appoints Storrecom BVBA and its duly authorized officers as Customer’s agent and attorney to do all such acts and things and to execute and file all such aforementioned documents.
4.2 No Pledge. Customer shall not pledge the Software as collateral or otherwise, and shall not encumber the Software with any lien or security interest other than that of Storrecom BVBA.
4.3 No Sale. Notwithstanding any use of the terms “sale” or “purchase” herein, in the Agreement or in any Documentation, Customer acknowledges that  solely licenses the Software to Customer and that there is no transfer of ownership to Customer of such Software or any underlying Intellectual Property Rights therein.

5 INDEMNIFICATION
5.1 Customer Indemnification. Subject to the Indemnification Procedure, Customer shall defend, indemnify and hold Storrecom BVBA and Storrecom BVBA’ officers, directors, employees, agents and shareholders harmless against any liability, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) from any third party claims brought against Storrecom BVBA arising out of (i) Use of the Software by Customer or a Permitted User, (ii) misuse of Passcodes or distribution of Passcodes by Customer to anyone other than Permitted Users, (iii) any contract concluded by Customer using the Software , or (iv) any Services provided by Storrecom BVBA to Customer; provided that this indemnification shall not apply in respect of those matters for which Storrecom BVBA may have an indemnification obligation under the Agreement.

6 DISCLAIMER OF WARRANTIES
6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, Storrecom BVBA AND Storrecom BVBA LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HARDWARE, SOFTWARE OR SERVICES THAT MAY BE DELIVERED AS PART OF THE AGREEMENT OR OTHERWISE, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, Storrecom BVBA SPECIFICALLY DISCLAIMS ANY COLLATERAL WARRANTIES AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Storrecom BVBA DOES NOT REPRESENT OR WARRANT THAT THE HARDWARE or SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR ERRORS OR THAT THE HARDWARE or SOFTWARE ARE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS.

7 LIMITATION OF LIABILITY
7.1 AGGREGATE LIABILITY. CUSTOMER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY ON THE PART OF Storrecom BVBA UNDER AN AGREEMENT (INCLUDING FOR BREACH OF ANY PROVISION OF THE AGREEMENT, FUNDAMENTAL BREACH OR ANY OTHER BREACH GIVING RISE TO LIABILITY OR ARISING OUT OF OR RELATED TO THE AGREEMENT, HARDWARE , SOFTWARE OR SERVICES IN ANY OTHER WAY), FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO CUSTOMER’S ACTUAL DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL FEES PAID TO Storrecom BVBA BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
7.2 CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL Storrecom BVBA OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER OR ITS LICENSORS OR ANY OTHER PERSON, FIRM, CORPORATION OR ENTITY FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, MULTIPLE, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, LOSS OF REVENUE, WORK STOPPAGE, DATA LOSS OR COMPUTER MALFUNCTION, OR ANY DAMAGES IN THE NATURE OF LOST OPPORTUNITY COSTS OR COSTS FOR PROCUREMENT OF AN ALTERNATIVE TO THE HARDWARE, SOFTWARE OR SERVICES PROVIDED UNDER THE AGREEMENT, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR OTHERWISE, EVEN IF Storrecom BVBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT IN NO EVENT WILL Storrecom BVBA’ DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, ORDINARY, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES ARISING OUT OF THE AGREEMENT. Storrecom BVBA SHALL NOT HAVE ANY LIABILITY REGARDING DELIVERY OR FAILURE OF DELIVERY OF ANY PACKAGE OR FREIGHT, EITHER BY OR TO CUSTOMER, OR IN RESPECT OF DELIVERIES FACILITATED BY CUSTOMER, REGARDLESS OF THE CAUSE OF SUCH LOSS OR DAMAGE.
7.3 EXCLUSION FROM LIMITATION OF LIABILITY. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THE AGREEMENT SHALL LIMIT Storrecom BVBA’ LIABILITY FOR DAMAGES TO CUSTOMER FOR DEATH OR PERSONAL INJURY RESULTING SOLELY FROM Storrecom BVBA’ WILLFUL ACTIONS OR Storrecom BVBA’ GROSS NEGLIGENCE.
7.4 TIME FOR COMMENCEMENT OF ACTION. NO ACTION AGAINST Storrecom BVBA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS, REGARDLESS OF FORM (INCLUDING NEGLIGENCE), ARISING OUT OF ANY CLAIMED BREACH OF THE AGREEMENT OR TRANSACTIONS UNDER THE AGREEMENT OR IN ANY OTHER WAY RELATED TO THE AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS FIRST ARISEN.

8 CONFIDENTIALITY
8.1 Discloser, Recipient. In the performance of the Agreement, each party may disclose to the other party certain Confidential Information. For the purposes of the Agreement, (i) “Discloser” means the party that is providing Confidential Information to the other party to the Agreement; and (ii) “Recipient” means the party that is receiving Confidential Information from the other party to the Agreement.
8.2 Non-Disclosure. Recipient acknowledges and agrees that the Confidential Information provided by Discloser shall remain the sole and exclusive property of Discloser or the third party providing such information to Discloser. Recipient shall not disclose, reproduce, use, distribute, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information provided by Discloser, except as may reasonably be required pursuant to, or for performance of, the Agreement. The disclosure of such Confidential Information to Recipient does not confer upon Recipient any license, interest, or rights of any kind in or to the Confidential Information, except as expressly provided under the Agreement. Recipient shall require its employees receiving the Confidential Information provided by Discloser to abide by these confidentiality restrictions and Recipient shall only allow Recipient’s independent contractors to receive Confidential Information of Discloser if such contractors have executed a nondisclosure agreement with restrictions no less protective of the Confidential Information than those contained in herein. Subject to the terms set forth herein, Recipient shall protect the Confidential Information provided by Discloser with the same degree of protection and care Recipient uses to protect its own Confidential Information, but in no event less than reasonable protection in light of general industry practice.
8.3 Exceptions to Non-Disclosure. Nothing in the Agreement shall prohibit or limit Recipient’s disclosure or use of information if Recipient can establish that (i) at the time of disclosure such information was generally available to the public; (ii) after disclosure by Discloser and prior to any disclosure by Recipient, such information becomes generally available to the public, except through breach of the Agreement by Recipient; (iii) such information was in Recipient’s possession prior to the time of disclosure by Discloser and was not acquired directly or indirectly from Discloser; (iv) the information became available to Recipient from a third party who, to the knowledge of Recipient, does not owe a confidentiality obligation to Discloser; (v) the information was developed by or for Recipient independently of the disclosure of such information by Discloser; (vi) the Confidential Information is disclosed by Recipient pursuant to a requirement of a governmental agency or by operation of law, provided that, with respect to item (vi), Recipient shall first notify Discloser prior to disclosure in order to give Discloser an opportunity to seek an appropriate protective order and/or waive compliance with the terms of the Agreement and shall disclose only that part of the Confidential Information which Recipient is required to disclose or (vii) the information relates to the tax treatment or the tax structure of the transactions contemplated herein, where “the tax treatment or the tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transaction and does not include information relating to the identity of the parties.
8.4 Passcodes. The Administrative User shall be responsible for managing and distributing the Passcodes to Permitted Users. The Administrative User shall only provide the Passcodes to Permitted Users. Customer acknowledges that Storrecom BVBA relies solely on the ability of Permitted Users to enter the correct Passcodes to validate that such person has the authority to use the Software. Customer shall be solely responsible and liable for issuing, administering and ensuring that proper security methods are in effect with respect to protection of each of the Passcodes provided to Permitted Users and, therefore, Customer shall be responsible for all actions through the Software that occur through access to or Use of the Software using Passcodes issued through Customer’s Administrative User.

9 MISCELLANEOUS
9.1 Compliance With Law. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under the Agreement.
9.2 Third Party Beneficiaries. Customer acknowledges that the Software may contain software, computer programs and/or proprietary data of the Third Party Licensors. In addition to any other limitations or restrictions set out in the Agreement, the Third Party Licensors shall not be liable for any damages, whether direct, indirect, incidental or consequential arising from the Use of the Software. Customer agrees that prior to delivery of any of the Third Party Software, Customer shall enter into any further necessary agreements which may be required by a Third Party Licensor and Customer specifically acknowledges that the Third Party Licensors shall be third party beneficiaries of the Agreement. Except for such Third Party Licensors, no provision of the Agreement shall be construed to provide or create any third party beneficiary right or any other right of any kind in a third party.
9.3 Export. Customer agrees to comply with all domestic, foreign and local export laws and regulations applicable to the Software should such export be permitted under the Agreement.
9.4 Government Departments. In the event that Customer is a governmental entity, only those departments or agencies listed in the Agreement shall have the right to use the Software and Documentation. Governmental departments or agencies not listed must have a separate license agreement and pay additional license fees.
9.5 Assignment. Customer may not, without the prior written consent of Storrecom BVBA, assign or transfer the Agreement or any obligation incurred hereunder, including without limitation by change of effective voting control of Customer, merger, reorganization, consolidation, or sale of all or substantially all of Customer’s assets and any attempt to do so in contravention of this section shall be void and of no force and effect.
9.6 English Language Provision. The parties acknowledge having required that the Agreement and all documents, notices and judicial proceedings entered into, given or instituted pursuant thereto, or relating directly or indirectly thereto, be drawn up in English.
9.7 No Agency. Nothing in the Agreement shall constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.
9.8 Storrecom BVBA is a Non-Party. All transactions concluded through Use of the Software by Customer shall be between the Customer and the other parties to that transaction pursuant to the terms and conditions agreed upon by the Customer and those parties. Storrecom BVBA shall not be a party to any transaction or contract concluded through Use of the Software.

10 INDEMNIFICATION PROCEDURE
10.1 Notice of Indemnification. A party seeking indemnification pursuant to the Agreement (an “Indemnified Party”) from or against the assertion of any claim by a third person (a “Third Person Assertion”) shall give prompt notice (a “Notice of Claim”) to the party from whom indemnification is sought (the “Indemnifying Party”); provided, however, that failure to give prompt notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure).
10.2 Assumption of Defense. Within twenty (20) business days of receipt of a Notice of Claim from the Indemnified Party, the Indemnifying Party shall have the right exercisable by written notice to the Indemnified Party, to assume the defense of a Third Person Assertion. If the Indemnifying Party assumes such defense, the Indemnifying Party may select counsel, which shall be reasonably acceptable to the Indemnified Party.
10.3 Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, assume the defense of any Third Person Assertion after receipt of a Notice of Claim or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty (20) days’ written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled as part of its damages to indemnification for the costs of such defense.
10.4 Conflicts of Interest. If the Indemnifying Party has been advised by the written opinion of counsel to the Indemnified Party that the use of the same counsel to represent both the Indemnified Party and the Indemnifying Party would present a conflict of interest, then the Indemnified Party may select its own counsel to represent the Indemnified Party in the defense of the matter and the costs of such defense shall be borne by the Indemnifying Party. The Indemnifying Party shall be entitled to continue to handle its own representation in such matter through its own counsel.
10.5 Settlement. The party controlling the defense of a Third Person Assertion shall have the right to consent to the entry of judgment with respect to, or otherwise settle, such Third Person Assertion with the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.6 Participation. Notwithstanding the assumption of the defense of a Third Person Assertion by either party in accordance with the Agreement, the other party shall agree to cooperate, as necessary, in the defense or prosecution of any Third Party Assertion and shall be entitled to participate, at its own expense, in the defense or settlement of any Third Person Assertion.

11 DEFINITIONS
11.1 “Affiliate” of a party shall mean any corporation that (a) is controlled, either directly or indirectly, by a party; (b) is under common voting control, either directly or indirectly, with the party; or (c) that controls the party; as the case may be. For the purposes of this definition “control” means the ability to vote greater than fifty percent (50%) of the outstanding voting securities in such corporation.
11.2 “Confidential Information” means any information disclosed by a party hereunder to another party hereunder relating to an Agreement or a proposed amendment to an Agreement which consists of information (including any copies, extracts, summaries or adaptations of such information), regardless of the form of its disclosure, that, by its nature or by the circumstances in which it is disclosed, ought reasonably be considered to be confidential. For greater certainty, the Storrecom BVBA Software and Documentation as well as the service levels, specifications, performance restrictions and data configuration requirements of the services, the results of any tests run on the Storrecom BVBA Software and any pricing for Storrecom BVBA’ products and/or Services shall be deemed to be Confidential Information of Storrecom BVBA.
11.3 “Data Providers” means third party data providers of Customer, including shippers, carriers, suppliers of Customer, customers of Customer, freight forwarders, third party logistics providers and fourth party logistic providers.
11.4 “Storrecom BVBA Software” means software in Object Code form that is identified in the Agreement as “Storrecom BVBA Software”, not including Third Party Software.
11.5 “Designated Sites” means the facility or facilities of Customer at which the Software may be installed that are identified in the Agreement as “Designated Sites” or as are subsequently designated in writing by written agreement of Storrecom BVBA and Customer.
11.6 “Disaster Recovery Sites” means the facility or facilities of Customer at which the Software may be installed for temporary Use as part of Customer’s documented disaster recovery procedures.
11.7 “Documentation” means any end-user instructional or supplementary materials related to the Storrecom BVBA Software , in human or machine readable form, that are provided by Storrecom BVBA to Customer with the Storrecom BVBA Software, but only to the extent that Storrecom BVBA, in its sole discretion, makes such materials generally available for commercial distribution.
11.8 “Effective Date” means the date that the Agreement becomes effective, as identified in the Agreement and, in the absence of a specific effective date being so set out, the date of signature of the Agreement by Storrecom BVBA.
11.9 “EXW (Incoterms 2010)” means the international commercial terms as described by the International Chamber of Commerce.
11.10 “Fees” means the amounts to be paid by Customer to Storrecom BVBA pursuant to the Agreement.
11.11 “Indemnification Procedure” means the procedure set out in section 10 of the Master Terms.
11.12 “Insolvency Event” means (i) the Customer transfers the whole or a substantial part of its assets for the benefit of its creditors, is unable to pay its debts as they fall due, has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, convenes a meeting of creditors, enters into liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, has a receiver and/or manager or an administrator or administrative receiver appointed of its undertaking or any part of it, has a resolution passed or a petition presented to any court for its winding up or for the granting of an administration order in respect of it, suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or (ii) any other analogous step, process or procedure is taken in relation to the Customer in any jurisdiction, or the other Customer becomes subject to the laws relating to insolvency, bankruptcy or liquidation in any jurisdiction.
11.13 “Intellectual Property Rights” means patent and other patent rights (including patent disclosures and applications and patent divisions, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof), copyrights, and other rights in works of authorship (including registered and unregistered copyrights and unpublished works of authorship), trade secrets, and all other forms of Intellectual Property in existence on the Effective Date.
11.14 “License Fees” means those Fees identified in the Agreement as payable by Customer in respect of any license granted by Storrecom BVBA thereunder to Software.
11.15 “Maintenance Fees” means those Fees identified in the Agreement as payable in respect of Customer’s enrollment in the SMP for Storrecom BVBA Software.
11.16 “Object Code” means computer programs assembled or compiled in magnetic or electronic binary form, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse engineering.
11.17 “Passcodes” means login identifications and passwords that are required to input by the Customer or a Permitted User to access the Software.
11.18 “Permitted Use” means Use for internal business in accordance with and subject to the Scope of Use and Documentation. Except as expressly provided the Agreement, “Permitted Use” does not include redistribution, remarketing, loaning, renting, sublicensing or otherwise making any Software available or accessible to any third party.
11.19 “Permitted User” means those individuals or classes of individuals identified in an Agreement whom Customer may authorize to Use the Software.
11.20 “Professional Services” means those services that Storrecom BVBA has expressly agreed in the Agreement to provide to Customer, which may include consulting services, training services or implementation services and Software Maintenance Services.
11.21 “Scope of Use” means the scope for which the Software can be Used, including restrictions on such Use, as identified in the Agreement.
11.22 “Services” means Professional Services.
11.23 “Software” means both the Storrecom BVBA Software and Third Party Software, including applicable Documentation.
11.24 “Software Maintenance Program” or “SMP” means the support and maintenance services, terms and conditions for the Storrecom BVBA Software, as described in an appendix to the Agreement.
11.25 “Software Maintenance Services” means the services provided by Storrecom BVBA pursuant to the Software Maintenance Program.
11.26 “Term” shall mean the period of time commencing on the Effective Date for which the Agreement is to be in force, as identified in the Agreement.
11.27 “Third Party Licensor” means those third parties who have granted to Storrecom BVBA the right to sublicense certain rights in and to the Third Party Software.
11.28 “Third Party Software” means the software and data of a party other than Storrecom BVBA that is provided in Object Code form and that is identified in the Agreement as “Third Party Software”.
11.29 “Third Party Software Terms” means a Third Party Licensor’s terms and conditions for Use of Third Party Software or, in the absence of the Third Party Licensor providing such terms and conditions, the terms and conditions attached as Appendix “A” to the Master Terms.
11.30 “Use” means to load, execute, employ, utilize, store or display. Use is deemed to occur where any such process occurs or at any computer terminal or workstation that initiates or is activated by any such process.
The following special terms and conditions are applicable to any Third Party Software licensed in conjunction with the Software under the Agreement:

1. The Third Party Software is licensed as part of the Software and is the copyrighted and proprietary property of the applicable Third Party Licensor who has granted to Storrecom BVBA the contractual right to grant sublicenses to Customer.

2. The license granted for the Third Party Software and its related documentation is perpetual, nonexclusive and nontransferable, and the granting of any further sublicense by Customer is prohibited.

3. Customer agrees not to modify, decompile, disassemble, or reverse engineer any portion of the Third Party Software, and Customer may make one (1) copy of the Third Party Software for archival or backup purposes only. Any such copy must display the copyright notice and information relating to proprietary rights as they appear on the original delivered copy of the Third Party Software including without limitation, any “limited rights” legend.

4. Third Party Software that is map data reflects conditions as they existed at various points in time before the licensing of the Software in which it is contained. Accordingly, such Third Party Software may contain inaccurate or incomplete data or information due to the passage of time, road construction, changing conditions, and otherwise.

5. Third Party Software that is map data is comprised of compilations of data and information from government and other sources which may contain errors and omissions. Accordingly, such Third Party Software may contain inaccurate or incomplete data and information due to the nature and processing of such sources.

6. Third Party Software that is map data does not include, analyze, process, consider or reflect any of the following categories of information:

Neighborhood quality or safety; population density; availability or proximity of law enforcement, emergency, rescue, medical or other assistance; construction work, zones or hazard; road and lane closures; legal restrictions (such as vehicular type, weight, load, height and speed restrictions); road slope or grade; bridge height, width, weight or other limits; road, traffic or traffic facilities safety or conditions; weather conditions; pavement characteristics or conditions; special events; traffic congestion; or travel time.

7. Third Party Licensor has the right to enforce its ownership and proprietary rights in the Third Party Software as against Customer as if Third Party Licensor were a party to the Agreement under which the right of use is granted, including the right to preliminary and permanent injunctive relief.

8. Except to the extent the Third Party Software includes a written warranty in its packaging, neither Storrecom BVBA nor the Third Party Licensor makes any warranties or representations, either express or implied, with respect to the Third Party Software or any service to be provided to Customer. Without limiting the foregoing, in respect of the Third Party Software, Storrecom BVBA and the Third Party Licensor expressly disclaim any warranties of quality, performance, merchantability or fitness for a particular purpose or non-infringement, and those arising by statute or otherwise in law or from a course of dealing, usage or trade.