Activation

END USER LICENSE AGREEMENT

This End User License Agreement (the “Agreement”) applies between Väderstad AB, Swedish registration no 556944-2808, (“Väderstad”) and yourself, acting in capacity either as an individual or business entity, and contains conditions that regulate the rights and obligations of Väderstad and you in respect of the Software of the Product purchased by you.

Please read through this Agreement carefully before use of the Software. By signing acceptance of the terms of the End User License Agreement or entering the access code for the Standard Software in the Product on Väderstad’s website, and/or (if applicable) entering the access code for any Add-On Software purchased, you accept the terms and conditions of this Agreement. You as an individual or business entity that you represent are hereinafter referred to as the “End User”.

Definitions

For the purposes of this Agreement, the following terms and expressions shall have the following meaning, and the terms and expressions defined elsewhere in this Agreement shall have the meaning stated there:

“Add-On Software” means additional Software package(s) that are available by additional purchase, which enables various additional functions and applications as compared to the Standard Software.

“End User License Agreement ”, “Agreement” or “EULA”

means the Agreement in the version as published by Väderstad on Väderstad’s Website from time to time.

“Product” means the agricultural machine produced by Väderstad and thereto associated hardware components that are distributed and sold by Väderstad or any of its subsidiaries, affiliates or distributors to End User.

“Software” means all software programs and services made available by Väderstad to the End-User, which consists of Väderstad’s Software and/or Sublicensed Software. Software also includes Updates and Upgrades as well as any accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.

“Standard Software” means the Software included in the Väderstad factory configuration of the Product, as well as any Update or Upgrade thereto as later installed in the Product after the End-User’s purchase of the Product.

“Sublicensed Software” means Software to which a third party holds the intellectual property rights and to which Väderstad, with the property right holder’s permission, grants the End-User a right of use according to the provisions of the EULA.

“Update” means any modified or corrected version of the Standard Software or any Add-On Software (as the case may be) from time to time issued by Väderstad (not constituting an Upgrade) with essentially corresponding functionality, performance and capacity as the previous version of the Standard Software or any Add-On Software (as the case may be) installed in the Product.

“Upgrade” means any modification of the Standard Software or any Add-On Software (as the case may be), which entails a higher or different level of functionality, performance or capacity and/or completely new standard modules of the relevant Software as compared to the previous version of the Standard Software or Add-On Software (as the case may be).

“Väderstad’s Software” means Software to which Väderstad or its affiliates holds the intellectual property rights.

“Väderstad’s Website” Means the website, [currently https://www.vaderstad.com/], upon which the terms and conditions of the EULA are published, as amended by Väderstad from time to time.

1. Right of use

1.1 Subject to full payment of the Product (and other possible amounts payable to Väderstad) the End-User hereby is grated the non-exclusive right to use Väderstad’s Software only in connection with use of the Product and such, if any, additional right to use expressly granted by Väderstad. The End-User may transfer this right of use to subsequent owners or leaseholders of the Product. Väderstad and its licensors retains all intellectual property rights to the Software.

1.2 Subject to any limitations which have been agreed between Väderstad and the holder of the intellectual property rights, the End-User acquires the non-exclusive right to use the Sublicensed Software only in connection with the use of the Product and to transfer this right of use to subsequent owners or leaseholders of the Product. The End-User shall comply with the terms and conditions for license and use of the Sublicensed Software in accordance with the EULA and as instructed by Väderstad from time to time.

1.3 Väderstad shall not be obliged to provide the source code for any Software.

1.4 The End-User may not alter or modify the Software and may not analyze, reverse engineer, decompile or disassemble the Software or any part of the Software, incorporate the Software into any other application software, or print out the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

2. Updates and Upgrades

2.1 Väderstad shall not be obliged to provide the End-User with any Updates. Väderstad may however, in its sole discretion, provide Updates to the End-User. Such Updates may be made available for download on Väderstad’s Website or automatically downloaded into the Product by Väderstad when the Product is connected to the Internet, subject to Väderstad’s discretion. The End-User undertakes to accept such Updates made available by Väderstad and (if necessary) take actions to install such Updates in the Product.

2.2 Väderstad shall not be obliged to provide the End-User with Upgrades. Upgrades may however from time to time be made available by Väderstad for the End-User to purchase as Add-On Software. The End-User is not obliged to purchase any Upgrade Add-On Software, but is aware that the Product’s future functionality may be adversely affected if any essential Upgrade is not purchased by the End-User.

2.3 Väderstad’s recommendations for handling of Updates and Upgrades of the Software in relation to the Products may be published on the Väderstad Website.

3. Infringements

3.1 Väderstad shall, in accordance with this section 3, hold the End-User harmless against any claim of a third party, based on infringement of copyright or other intellectual property rights existing at the time of delivery of the relevant Software to the End-User, resulting from the End-User’s use of the Väderstad Software.

3.2 Väderstad shall not, however, be liable for any claim in respect of ab alleged or actual infringement which is based on (i) use of the Väderstad Software by the End-User in a manner or place which Väderstad should not reasonably have foreseen, (ii) changes to the Väderstad Software undertaken by the End-User or any person other than Väderstad, its affiliates or service entities which Väderstad has approved or (ii) claims that, in whole or in part, are based upon allegations that the Väderstad Software infringes national or international patents or patent applications.

3.3 Defence against claims of infringement of any Väderstad’s Software shall be for Väderstad’s account. Väderstad shall indemnify the End-User against such amounts as the latter is obliged to pay under a settlement approved by Väderstad or a final award.

3.4 Väderstad shall only be liable, however, if the End-User without delay notifies Väderstad in writing of any claim which the End-User receives and grants Väderstad the right decide how the claim shall be dealt with in litigation and out of court negotiations, including (if so requested) appointment of counsel as per Väderstad’s instructions.

3.5 If an infringement of intellectual property rights occurs and the End-User has complied with its undertakings under section 3.4, Väderstad shall, within a reasonable time, in its sole discretion be entitled to: (i) provide for the End-User the right to continue to use the infringing Väderstad Software, (ii) change the Väderstad Software so that the infringement ceases (but maintain the agreed functionality of the Software), or (iii) replace the infringing Väderstad Software with other Software having an equivalent function, the use of which does not result in an infringement.

3.6 If Väderstad fails to rectify the infringement in due time as described in section 3.5, the infringing software shall be deemed to constitute a defect in the Product for Väderstad’s [limited] warranty undertaking for the Product shall apply.]

3.7 With regard to Sublicensed Software, Väderstad’s responsibility for possible infringement claims in relation to the End User shall correspond and be limited to the third party licensor’s liability towards Väderstad for such claims.

3.8 Except as expressly stated in this section 3, Väderstad shall have no liability towards the End-User for any infringement of third parties’ rights caused by the End-User’s use of the Software.

4. Other defects

4.1 In case of other defects in the Software than those causing infringement of copyright or other industrial property rights (excluding patents and patent applications), the End-User’s rights regarding such defect shall correspond to the End-User’s rights regarding other types of defects in the Product, entailing that the End-User shall contact the entity from which the Product was purchased (irrespective of such entity being Väderstad, an affiliate to Väderstad or any of Väderstad’s distributors or partners) for assistance in accordance with the terms and conditions relevant for the End-User’s purchase of the Product.

4.2 In case of other defects than those causing infringement of copyright or industrial property rights, in any Add-On Software purchased directly from Väderstad, Väderstad’s [limited] warranty undertaking for the Product shall apply.

5. Indirect damages

5.1 Väderstad shall not in any case or for any reason be liable to the End-User for loss of production, loss of profit, loss of use, loss of data, loss of contracts or for any other consequential or indirect loss whatsoever.

6. [Personal data

6.1 Väderstad’s and its affiliates uses, processes and stores personal data in compliance with Väderstad’s integrity policy, applicable from time to time, which is available on Väderstad’s Website.]

7. Governing law

7.1 This Agreement shall be governed and construed in accordance with the substantive laws of Sweden, without reference to or application of its choice of law provisions.