LICENSE AGREEMENT

This license agreement (the “Agreement”) has been entered into on the date set out in the Main Agreement between the

MeetApp AB, Swedish registration number: 556831-9783 (hereinafter referred to as “the Licensor”), a
company incorporated under the laws of Sweden with its office located at Sveavägen 9, plan 17, 111 57 Stockholm, Sweden.

and

the Licensee as specified in the Main Agreement. This Agreement comes into effect by the signing of the Main Agreement.

 

  1. BACKGROUND, DEFINITIONS AND PACKAGING
    • The Licensor has developed an application developing platform (hereinafter referred to as “MeetApp Event”) from which an event instance can be created. The Licensee wishes to purchase a non-transferable, non-exclusive License to use MeetApp Event for one such event instance. The Licensor grants the Licensee a non-exclusive, non-transferable License to the Application on the terms set forth in this Agreement.
    • Defintions

The following terms and definitions shall have the meaning in this Agreement as set forth in this provision:

“Admin User” – the individual email based administrator from the Licencee who add and manage content of the Application. An admin user may not be shared between individuals.

“Application” – the downloadable application built by the Licensor named MeetApp Event. See www.meetappevent.com for more information. The purpose of the Application is to facilitate the Licensee’s event and/or meeting through functions such as; schedule function, information function, questionnaire function and a file sharing function. The Application and the event instance will be available as on the Initiation day on applicable AppStores.

 “AppStores” – refers to Apple AppStore, Google Play and Windows Store.

“Event” – the event instance within MeetApp Event where the Licensee can manage the content and provide access to MeetApp functionalities to their Users

 “Initiation day” – the day when the Application is deemed to be made available on applicable AppStores.

“License” – a non-exclusive, non-transferable License to use MeetApp Event

“Licensee” – the person or company who purchases the License to use the Application.

“License duration period” – the time during which the License is valid.

“Licensor” – MeetApp AB

“MeetApp Event” – as defined in provision 1.1 above.

“Set Up Fee” – an initial payment regarding the development of the Application and a License valid for four (4) weeks (License duration period) and for one event  -unless otherwise stated in the Main Agreement.

 “Termination date” – the final date for which License is valid.

“User” – end user of the Application.

“Website”www.meetappevent.com or www.meeappevent.se

  • Packaging

The Licensee is granted a License to use the Application for up as many users as defined in the Main Contract for one event only and for a License duration period of 4 weeks. The Application will, if nothing else agreed, be compatible with Android phone, iPhone and Windows Phone. The Licensee will get one (1) individual admin user. The Licensee receives support through e-mail support@meetappevent.com.

Price as defined in the Main Agreement.

  • If the Licensee exceeds the number of Users per event, as specified in the Main Agreement, the Licensee will have to pay a penalty of SEK ten (10) for every single User exceeding the number of Users as stated above.
  1. Undertakings of the Licensee
    • The Licensee and/or its Users shall be responsible for its Internet connection and network that is being used to gain access to, and make use of, the Application. The Licensee and/or its Users shall also ensure that it has the equipment and software that are required for the performance of the Application. For up-to-date information regarding supported software and equipment please visit the Website or contact the Licensor.
    • The Licensee shall ensure that log-in information, security procedures, and other information, to which the Users has access in order to use the Application, is treated as confidential information in accordance with provision 9 in this Agreement. The Licensee shall immediately inform the Licensor in the event that any unauthorized person has obtained knowledge of such information.
    • The Licensee and/or its Users shall not decompile, decrypt or deconstruct the Application or try to derive or create source code from the Application.
    • The Licensee and/or its Users shall not try to circumvent the security measures of the Application set out by the Licensor.
    • The Licensee shall pay the amount due for the License(s) in accordance with section 4
    • The Licensee and/or its Users are required to follow the instructions provided by the Licensor for use of the Application.
    • The Licensee shall ensure that the Users do not use the Application in an inappropriate manner; such as, but not limited to, posting pornographic, racist, harassing or otherwise unlawful material in the Application.
  2. Undertakings of THE Licensor
    • As of the Delivery day the Licensor shall provide access to the Application and Event.
    • The Licensor shall make available necessary instructions for using the Application by providing a manual for the application
    • The Licensor shall perform its duties according to this Agreement in a professional manner.
  3. Payment and Refunds
    • Price and payment terms are specified in the Main Agreement
    • The Licensor is entitled to change fees at its own discretion. Such change of fee will apply to the
      Licensee no earlier than 30 days following a written notice. The Licensee may terminate its License
      immediately following a change of fees within 30 days following a written notice of the change.
    • The Licensor does not provide refunds.
  4. License
    • The License is non-transferable and the Licensee has a right to use the Application solely within the
      Licensee’s own business.
    • The Licensee is, if requested, responsible for the provision of information about who(m) shall be the Admin users and thereby authorized to administer the Application. The Licensee shall immediately inform the Licensor if the Admin User no longer is authorized to have access to the Application. The Licensee is responsible for its Users’ use of the Application.
    • The Licensor may suspend the Licensee from its License and terminate this Agreement immediately if the Licensee and/or its Users fail to comply with this Agreement.
  5. Faults in the Application AND DELAY
    • The Licensor does not warrant that the Application will meet the Licensee’s requirements or expectations of it, or that the use of the Application will be uninterrupted or free from errors. The Licensor will only be
      liable for gross faults.
    • If there is a gross fault in the Application, the Licensor shall rectify the fault within ten (10) days, excluding time for any AppStore(s) review and approval. The Licensor’s liability does not include faults that are of no significance for the intended use of the Application and that do not cause the Licensee any inconvenience. The existence of a gross fault shall be finally deemed by the Licensor.
    • Faults and gross faults in the Application are rectified by means of a correction or by the provision of instructions on how to circumvent the fault. To be able to claim the existence of a gross fault for which the Licensor is liable, the Licensee shall report it to the Licensor within a reasonable period of time after discovery of a gross fault. The Licensee shall state, and if necessary show, how the fault manifests itself.
    • The Licensor shall never be held liable for faults or gross faults caused by any of the reasons stated in provision 10, 12 or 13, faults or gross faults caused by changes to or interference with the Application made by the Licensee, or other circumstances for which the Licensee or a third party is liable or that are in some other way beyond the Licensor’s control.
    • If the Licensor has not rectified a gross fault within ten (10) days, the Licensee may send the Licensor a written notice of a deadline, within reasonable time, at which the fault must be rectified. If the fault has not been rectified within such deadline the Licensee will be entitled to such reduction of price of the License that corresponds to the fault. Such reduction shall never exceed SEK five thousand (5 000) and will be finally estimated by the Licensor.
    • The Licensor’s liability for faults is limited to what is stated under this provision 6 except if the fault is caused by gross negligence or malicious intent on behalf of the Licensor. The Licensee is not entitled to make any claims due to faults in the Application other than what is stated in this provision 6.
  6. Personal Data
    • The Licensee is responsible for ensuring that the processing of data within the Application takes place in accordance with applicable legislation. With regard to personal data that is processed within the Application the Licensee is the controller and the Licensor is an assistant, in accordance with the provisions in the Swedish Personal Data Act (1998:208). The Licensor undertakes to only process personal data in accordance with the Agreement and the written instructions of the Licensee. The Licensor shall carry out the technical organizational measures that have been agreed upon. In the event that the Licensor makes use of sub-contractors who process personal data, the Licensor must, on behalf of the Licensee, sign an agreement with the sub-contractor according to which the sub-contractor undertakes, as a personal data assistant to the Licensee, to comply with the requirements of this provision1
  7. Intellectual Property
    • The Licensee grants the Licensor a license to use its trademark and/or other design uploaded by the Licensee into the Admin panel as part of managing the content of the Event.
    • Apart from what is stated in the provision 8.1 above, the Licensor owns all intellectual property in the
      Application, including but not limited to, all copyright, trademarks and know-how relating in any way to the Application. Except as expressly set forth in this Agreement, the Licensee does not acquire any right
      whatsoever to the Licensor’s copyright, design rights, patents, trademarks, trade secrets or other
      intellectual property rights and any goodwill belonging to the Licensor.
    • The Licensor assumes no liability for the content and other information provided by the Licensee before creating the Application and/or when using the Application. The Licensee is liable for all the material supplied to the Application by either the Licensee or its Users. The Licensee shall indemnify and hold the
      Licensor harmless against any claim by a third party relating to the Application or due to any to other
      material supplied by the Licensee to the Application.
    • The Licensee shall notify the Licensor immediately if they receive any notification of accusation of
      infringement from third party due to the Application.
    • The Licensor respects intellectual property rights and will remove any content that infringes copyright, trademark, patent or other intellectual property rights of third party upon notification from the Licensee or third party.
    • The Licensor has the right to be visible with a “Powered by MeetApp” message in the app at the bottom of the Menu.
  8. Confidentiality
    • The parties undertake to retain in confidence and not to disclose to any third party any confidential information and data received from the other party. Confidential information shall mean any information – technical, commercial or of other kind – regardless of it being documented or not. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against
      litigation, (ii) to file and prosecute patent applications, or (iii) to comply with governmental regulations. Such obligation of confidentiality shall be waived as to information and samples which (i) is in the public domain; (ii) comes into the public domain through no fault of the receiving party; (iii) was known prior to its disclosure by the receiving party, as evidenced by written records; or (iv) is disclosed to the receiving party by a third party having a lawful right to make such disclosure. Such obligations of confidentiality shall continue for one (1) year from the completion or termination of this Agreement.
  9. Maintenance and Downtime
    • The Licensor shall always have the right to disconnect the Application for service and upgrading without giving prior notice to the Licensee. The Licensor shall implement new updates and versions of the Application, to the extent deemed suitable by the Licensor. The Licensor intends to give notice on beforehand to the Licensee before updates or maintenance of the Application.
    • The Licensor shall not be held liable for downtime, nor other technical complications caused by the Licensee or any third party.
  10. INdemnification
    • The Licensee shall indemnify the Licensor with respect to all direct liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with the Licensee´s breach of this
  11. Limitation of Liability
    • The Licensor shall not be liable for any indirect, incidental, or consequential damages, including without limitation, any lost profits, data or income, arising out of or in connection with this Agreement.
    • The Licensor shall not be liable for any corruption or destruction of data, or for any damage caused by viruses related to the Licensee’s computer system(s), hardware, software or other equipment.
    • The Licensor shall never be liable for any of the reasons stated in provisions 10 or 13, or due to changes to or interference with the Application made by the Licensee, or other
      circumstances for which the Licensee or a third party, such as Google Play or AppStore, is liable or that are in some other way beyond the Licensor’s control.
    • The Licensor shall never be held liable if it has delivered the Application to to applicable Appstores on the Delivery day but the Appstores have/has not made it available on the Initiation day.
    • The Licensor’s possible liability for damages payable to the Licensee shall in any event not exceed an amount of SEK five thousand (5 000).
  12. Force Majeure
    • The parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the control of the parties, such as war, warlike hostilities, mobilization, civil war, fire, flood, changes in laws and regulations or in the interpretation thereof, acts of authorities,
      labour disputes, blockades, major accidents or other circumstances of similar importance.
    • The party desiring to invoke an event of force majeure shall give immediate notice to the other party of the commencement and the cessation of such event of force majeure, failing which the party shall not be discharged from liability for any non-performance caused by such event of force majeure.
  13. Notices
    • Notice of termination or other communication shall be sent by e-mail, registered letter or by courier to the other Party. Any notice sent by e-mail is deemed to have been received on the day the e-mail is sent, provided receipt is confirmed by the other Party. Any notice sent by prepaid first class post is deemed to have been received five (5) days after dispatch. Any notice sent by courier is deemed to have been received on the day of delivery.
  14. Entire agreement
    • This Agreement together with the Main Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral agreement between the parties.
  15. Term and termination
    • This Agreement enters into force as of the day of signing this Agreement.
    • This Agreement will terminate when the License is terminated.
  16. Disputes and Governing Law
    • This Agreement shall be governed by and construed in accordance with the laws of Sweden.
    • Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the City Court of Stockholm