BRX SDK License Agreement

Bricsys NV, with executive office and principal place of business at Bellevue 5/201, 9050 in Ghent, Belgium (hereafter “Bricsys”) allows application developers to download the BRX SDK files and integrate them into their own software. By downloading the BRX SDK files, application developer (hereafter “Licensee”) enters into a license agreement (hereafter the “Agreement”) with Bricsys and agrees to be bound by the terms and conditions of the Agreement as outlined below.

1. Limited license

Bricsys grants Licensee a free, limited, non-exclusive license to use and reproduce the BRX SDK files for integration into Licensee’s own software (“Licensee Software”) and distribute the BRX SDK files as a component part of Licensee Software. Licensee is not allowed to grant any isolated individual sub-license of the BRX SDK to any third parties and the BRX SDK files may not be shared with any third parties. There is no license granted under this Agreement other than the one expressly granted in this article.

2. IP rights

Bricsys and their licensors retain title to and ownership of the BRX SDK files, and all copies thereof, and all other rights and interest, including, without limitation, copyright, patents, trademarks, trade secrets, and other intellectual property rights, in and to the BRX SDK files and any copies thereof. Licensee shall not have, and shall not attempt to obtain, any right, title, or interest in or to the BRX SDK files or Bricsys’ or the relevant Bricsys’ licensors intellectual property rights. Licensee has only the limited rights with respect to the BRX SDK files that are expressly indicated in this Agreement and Licensee does not have any other rights, implied or otherwise.

3. Marketing & Licensee Software name

Licensee agrees not to use any of the following names (or a substantial part thereof) as the name of Licensee’s Software or part of the name of Licensee’s Software: brics, bricsys, BricsCAD.

Logos of Bricsys are registered or in the process of being registered. The graphical representations of these logos are available on request. Licensee may use Bricsys logos only in accordance with accepted trademark practice, and not in connection with any product or service that is not Bricsys, and not in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Bricsys. Such use of any logos does not give Licensee any rights of ownership in them. Licensee will not use any other logo of Bricsys nor modify any of the aforementioned logos.

4. Duration and termination

4.1 Duration

The term of this Agreement shall commence on the date that Licensee downloads the BRX SDK files and, unless terminated earlier pursuant to section 5.2 of this Agreement, shall continue in full force and effect for an indefinite period.

4.2 Termination

Bricsys may terminate this Agreement:
- immediately if Licensee breaches any clause of this Agreement;
- without prejudice to the preceding paragraph, for convenience at any time upon ninety (90) days’ notice.

In the event of termination of the Agreement, Licensee shall discontinue all use, reproduction and distribution of the BRX SDK. Licensee further agrees to return to BRX SDK files or delete without delay the BRX SDK files including any and all copies upon the request of Bricsys. The deletion shall be confirmed in writing.

5. Confidentiality

Licensee acknowledges that it may get access to information of or concerning Bricsys or their licensors, which Bricsys or their licensors consider to be confidential, proprietary, a trade secret or otherwise restricted. As used in this Agreement “Confidential Information” shall mean all information, in any form, that is marked confidential, restricted, proprietary, or with a similar designation. Confidential Information shall also include, whether or not designated “Confidential Information”, (i) all specifications, designs, documents, correspondence, BRX SDK files, documentation, data and other materials and work products produced by Bricsys, its affiliates and/or its licensors (ii) all information concerning the operations, financial affairs and businesses, and relations with its employees and service providers. Licensee shall use at least a reasonable degree of care to prevent disclosing the Confidential Information to third parties.

Confidential Information does not include information that (i) at the time of disclosure to Licensee, was in the public domain, (ii) after disclosure to Licensee, is published or otherwise becomes part of the public domain through no fault of Licensee’s; (iii) was in Licensee’s possession at the time of disclosure to Licensee or (iv) was independently developed by Licensee without reference to the Confidential Information.

6. Limitations on reverse engineering, decompilation, and disassembly

Licensee may not modify, reverse engineer, decompile, or disassemble the BRX SDK files, except and only to the extent that such activity is required to obtain interoperability with independently created software and/or is allowed by applicable law.

7. No assignment or transfers

Licensee shall not sublicense, sell, lease, rent, assign or otherwise transfer the rights granted herein without the prior written consent of Bricsys.

8. Limitation of Liability

In no event shall Bricsys or its licensors be liable for any special, incidental, indirect, speculative, punitive or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, damages for loss of good-will, computer failure or malfunction, or any other pecuniary loss) incurred by Licensee or any other third party arising out of the use of or inability to use the BRX SDK files, the documentation, or any other accompanying materials, or the provision of or failure to provide support services, even if Bricsys or its licensors have been advised of the possibility of such damages. In any case, Bricsys' entire liability under any provision of this Agreement shall be limited in any single event or in the aggregate to ten euro’s (EUR 10.00). Licensee accepts the terms and conditions of this Agreement with the understanding that Bricsys' liability is limited.

9. No Warranty

The BRX SDK files is provided to Licensee "AS IS," and Licensee acknowledges that it may contain errors or be interrupted. To the maximum extent permitted by applicable law, Bricsys or their licensors disclaim any warranty or liability obligations to Licensee of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the BRX SDK files.

10. Support

Any applications that developed by Licensee are developed at Licensee’s own risk, without any support from Bricsys. Bricsys shall have no rights, no obligations, no involvement, and no responsibility whatsoever with regard to any Licensee Software.

Licensee acknowledges that Bricsys has the right but not the obligation to provide maintenance, support, updates, enhancements, modifications, information about the availability on new downloads or other support, services related to the Software. Bricsys reserves the right to cease the development of the Software, or the Software's free distribution at any time under express preclusion of any and all reimbursement to (or other raise of claims by) the Licensee.
11. Representation
Licensee represents and warrants towards Bricsys that it is authorized to enter into this Agreement.

12. Governing law and jurisdiction

This Agreement shall be governed by and construed under the laws of Belgium with the exception of the law of December 19, 2005, on pre-contractual information on commercial cooperation agreements (if and to the extend this law could apply). Any disputes shall be settled by the courts of Belgium located in Ghent.

13. General Provisions

If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and all the other provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

14. Entire Agreement

This Agreement constitutes the entire agreement between Bricsys and Licensee and supersedes any other previous or contemporaneous agreements, communications, or advertising with respect to the BRX SDK files. Any amendments to this Agreement shall be invalid, unless made in writing and signed by a duly authorized representative of Bricsys.