Software License sale Terms and Conditions

• 1. APPLICABILITY – DEFINITIONS AND INTERPRETATION

  • 1.1. These general terms and conditions (the “General Terms”) shall govern all transactions entered into by HEX-RAYS SA, a company with registered seat located at Rue Rennequin-Sualem 34, 4000 Liège, Belgium and registered with the Belgian Crossroad Bank of Enterprises under number BE0873.473.914 (hereinafter “HEX-RAYS”) and the customer (the “Customer”), who shall in no circumstances be a consumer.

  • 1.2. Unless agreed in writing by HEX-RAYS, Customer’s general terms and conditions are not applicable and expressly excluded.

  • 1.3. Specific service terms, product details and/or subscription terms may be set forth in applicable Quote, each of which become binding on the Parties and subject to these General Terms and documents referenced therein upon execution.

  • 1.4. Each Quote is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the “Agreement”: (i) HEX-RAYS’ End User License Agreement (“EULA”); and (ii) these General Terms.

  • 1.5. In the event of any conflict or inconsistency between the terms of this Agreement and any terms contained in any other document related to the Software, the following order of precedence shall apply:

    • Any specific terms set forth in a Quote signed by both parties.
    • The terms of this Agreement.
    • HEX-RAYS’ End User License Agreement (“EULA”)

  • 1.6. By signing/agreeing to a Quote or by executing a payment for the Software License associated with a Quote (the date of such event being the “Effective Date”), the Customer acknowledges that it has read, understands, and agrees to the terms of the Agreement.

  • 1.7. Except as otherwise provided, the defined terms used in this Agreement shall have the meaning as set forth in Schedule 1.

• 2. GRANT OF LICENSES

  • 2.1. License type. The type of license purchased by the Customer is set forth in the Quote, and corresponds to one of the types described in the EULA with regards to the scope of the license, and one of the two types below with regards to the duration of the License :

    • Perpetual License Grant. The following article applies to Perpetual Licenses, namely licenses lasting the whole duration of the Intellectual Property Rights protecting the Software. Upon full payment of the applicable fees, the Customer is granted a perpetual, worldwide, non-exclusive, and non-transferable license to use only the object code version of the Software in accordance with the Documentation provided by HEX-RAYS and the Agreement, and solely for its internal business purposes. The Customer acknowledges that when purchasing a Perpetual License, the support on the Software will expire at the first anniversary of the date of grant of the license, unless renewed.

    • Subscription License Grant. The following article applies to Subscription Licenses, namely licenses granted for a limited period of time set forth in the Quote. The Customer is granted a fixed term, worldwide, non-exclusive, and non-transferable license to use only the object code version of the Software in accordance with the Documentation provided by HEX-RAYS and solely for its internal business purposes. Unless provided otherwise in the Quote, the subscription license is granted for a validity period of one year, starting latest at the date of grant of the license. It will then be automatically and tacitly renewed for successive periods of one year unless one of the parties notifies the other party in writing of non-renewal at least thirty (30) calendar days before the expiry of the current validity period.

  • 2.2. Resellers. If Customer has purchased licenses with the objective to resell or distribute them to a third party (hence acting as a “Reseller”), such right must be explicitly provided in writing by Hex-Rays. In such case, the Customer is granted a fixed term, worldwide, non-exclusive, non-transferable right to market and resell to third parties the licenses that Reseller buys from HEX-RAYS. By default, unless otherwise provided in an agreement, such resale right is granted for 1 year. Customer shall ensure that any third party to whom it resells the Software license(s) is provided only with the object code version of the Software and with the Documentation, and that such third party abides by the EULA (binding such third party to Hex-Rays) and by a purchase agreement (binding such third party with the Reseller) that encompasses terms that are exactly to same or equivalent to those of this Agreement.

  • 2.3. The Customer acknowledges and agrees that HEX-RAYS can only deliver access to the Products and/or Services to those Authorized Users that are formally identified as such by valid credentials and that have accepted HEX-RAYS’ End User License Agreement (“EULA”) as available and amended from time to time on: https://hex-rays.com/eula. In case such Authorized User would breach any term or condition of the EULA, the Customer will be jointly and severally responsible with such Authorized User towards HEX-RAYS pursuant to the Agreement.

  • 2.4. Ownership of Software and Documentation. Title to and ownership of the Software and Documentation and all applicable proprietary rights, including but not limited to, rights in patents, copyright, author’s rights, trademarks, trade names, graphic design and design elements, order of operations, algorithms, data structure, organizational features, know-how and identified trade secrets in the Software and Documentation if any, shall remain at all times with HEX-RAYS. Except as set forth herein, no other right or license with respect to any proprietary rights is granted under this Agreement.

  • 2.5. The Customer shall protect the Software with security measures which are the same as Customer employs to protect its like proprietary information and will notify HEX-RAYS promptly in writing of any such unauthorized use which Customer may become aware of.

  • 2.6. Upon first request by HEX-RAYS, the Customer will provide HEX-RAYS with such information, certifications and access to its systems as may reasonably be requested by HEX-RAYS to verify compliance with the restrictions on the use of the Products and/or Services.

• 3. CUSTOMER DATA

  • 3.1. HEX-RAYS may gather and share certain publicly shared information associated with the Customer’s use of the Products and/or Services, including comments or suggestions about the Products and/or Services. Except for the publicly shared data as described above, all Customer Data submitted by Customer and/or its Authorized Users to HEX-RAYS will remain the exclusive property of the Customer and/or its Authorized Users, respectively.

  • 3.2. The Customer is responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data.

  • 3.3. The Customer grants HEX-RAYS a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display the Customer Data to the extent useful or necessary to perform its obligations under the Agreement. HEX-RAYS reserves the right, but is not obliged, to review and remove, any Customer Data which are deemed to be in violation with (i) the provisions of the Agreement or otherwise inappropriate, (ii) any rights of third parties, or (iii) any applicable legislation or regulation.

  • 3.4. Customer agrees that HEX-RAYS may collect, use, and disclose quantitative data derived from the use of the Products for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate and anonymized form only and will not identify Customer, its Authorized Users or Customer Data.

• 4. CONFIDENTIALITY

  • 4.1. Each Party agrees not to (i) disclose the other Party’s Confidential Information, except to authorized employees, sub-suppliers, officers, directors, contractors, Affiliates and/or all other external advisors on a need to know basis, subject to written confidentiality commitment, or (ii) use any Confidential Information of the other Party for its own benefit or that of any third party, except as expressly permitted under the Agreement.

  • 4.2. Each Party shall be responsible and liable for any breach of these confidentiality obligations by any party acting under their control or on their behalf or to which they otherwise provided Confidential Information.

  • 4.3. Shall not be considered Confidential Information, information which:

    • (a) is in the public domain at the time of disclosure by the disclosing Party or subsequently falls into the public domain through no breach of this article 4 by the receiving Party, provided that the Customer acknowledges and agrees that Confidential Information of HEX-RAYS shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are known, or become, known to the public, through whatever means, including through means of the supply or commercialization of products or services based on or related to such Confidential Information;
    • (b)can be proven to the reasonable satisfaction of the disclosing Party to be lawfully in the receiving Party’s possession prior to any disclosure by the disclosing Party and without an obligation of confidentiality towards the disclosing Party;
    • (c)can be proven to the reasonable satisfaction of the disclosing Party to be lawfully obtained from a third party which was not under an obligation of confidentiality towards the disclosing Party; or
    • (d)can be proven to the reasonable satisfaction of the disclosing Party to be independently developed by the receiving Party, without access or reference to, or use of, the disclosing Party’s Confidential Information.

  • 4.4. Parties’ confidentiality obligations shall survive any termination of the Agreement (i) for a period of five (5) years or (ii) as long as the Confidential Information does not fall within the public domain, or (iii) for so long as such information remains a trade secret under applicable law (including Directive (EU) 2016/943 on the protection of trade secrets), whichever event occurs last. Upon termination of the Agreement, the receiving Party shall promptly destroy or return to the disclosing Party all Confidential Information of the disclosing Party in its possession or under its control and shall certify in writing its compliance with the foregoing.

• 5. ORDERS AND PRICES

  • 5.1. Due to the confidential and sensitive nature of the Products and/or Services, HEX-RAYS screens the potential Customers, and may refuse to license the Products in certain cases. Therefore, HEX-RAYS is not bound by the acceptance of a Quote by the Customer. HEX-RAYS is only bound at the moment it issues a Software License in relation to the Quote.

  • 5.2. HEX-RAYS will charge, and the Customer will pay, the Fees set forth in the Quote, upon receipt by the Customer of the invoice associated with the Quote.

  • 5.3. Hex-Rays may increase the Fees on every anniversary of the Effective Date or otherwise upon renewal of the Contract’s Term in function of a change in labor costs or external (third party) costs (e.g. wages, energy costs and (raw) material, third party licenses (e.g. hosting services, and others) reasonably projected by HEX-RAYS for the next Contract’s Term or change in the feature set for the Products and Services. The Fees may also be amended on each anniversary of the Effective Date to permit HEX-RAYS to maintain the high quality of the Products and/or Services. HEX-RAYS shall provide written notice to the Customer at least thirty (30) days in advance of the effective date of any such fee increase. If the Customer objects to such increase, the Customer may terminate this Agreement by written notice to HEX-RAYS at any time before the effective date of such increase.

• 6. DELIVERY AND ACCEPTANCE

  • 6.1. HEX-RAYS will deliver, after receipt and acceptance by Customer of the applicable Quote and (unless a post-paid terms are provided in the Quote) payment of the applicable Fee(s), access to a machine-readable copy of the Software listed in the Quote, and the relevant license keys as applicable. HEX-RAYS will make the Software and Documentation available in electronic format (for download). In the instance of downloads, the Customer will be deemed to have accepted the delivery at the conclusion of the download. In case of electronic delivery (direct download or other electronic means), HEX-RAYS will not be held liable for any loss, costs, damages, charges, or expenses caused directly or indirectly by any software/hardware/telecommunication network failures or dysfunction of any kind (including, but not limited to, bugs, security issues, viruses, phishing, additional telecommunication costs, traffic diversion, etc.).

  • 6.2. Before using the Software in production environment, the Customer acknowledges that it has had the opportunity to test the Software. Licensee has a duty to examine the Software and to notify HEX-RAYS of the existence of any hidden defect within one month after the date of the delivery. In any case, Licensee must notify HEX-RAYS of any defect within 5 days after its noticing. After those periods, the delivered Software is presumed to be free of any defects and fully accepted by Licensee.

• 7. REPRESENTATIONS AND WARRANTIES

  • 7.1. HEX-RAYS represents and warrants to the Customer the following:

  • (a) HEX-RAYS warrants and guarantees that the Services provided under this Agreement shall be carried out in a proper and professional manner by properly qualified personnel;

  • (b) except as expressly set forth in this article 7 and to the maximum extent permitted by the applicable law, the Products and/or Services are provided “as is.”, without any warranty of any kind (including but not limited to bugs, security issues, viruses, etc.). HEX-RAYS makes no (and hereby disclaims all) other warranties, covenants or representations or conditions, either written, oral, express or implied, including without limitation any implied warranties of merchantability, suitability and fitness for a particular purpose or use with respect to the use, misuse or inability to use the Products and/or Services (in whole or in part) or any other products or services provided by HEX-RAYS. HEX-RAYS makes no warranty with respect to any hardware, software or product of any third party. All use of and reliance by the Customer on the Products and/or Services provided by HEX-RAYS under the Agreement are at the sole risk of Customer. HEX-RAYS does not guarantee the accuracy and the correctness of the results generated by the use of such services and/or the Products and/or Services.

  • 7.2. The Customer represents and warrants the following, as of the date of the Quote:

    • (a) it is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to execute and deliver the Agreement, to perform its obligations hereunder and to engage in the transactions contemplated thereby;
    • (b) the execution, delivery and performance of the Agreement by the Customer do not and will not (i) violate any judgment, order, injunction, decree or award of any court or governmental body binding on the Customer, (ii) violate any law or regulation that is applicable to the Customer, in particular Export Law, or (iii) violate or conflict with, or constitute a default under, the terms of any agreement to which such Party is a party. If at any time during the Agreement, the Customer notices or suspects that wrong assumptions have been made or any of these warranties prove incorrect, it shall promptly inform HEX-RAYS thereof in writing.
• 8. LIMITATION OF LIABILITY

  • 8.1. To the maximum extent permitted by applicable law, HEX-RAYS excludes any and all liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory)) or otherwise to the Customer or any third person for any indirect, punitive, incidental, special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services), even if HEX-RAYS has been advised or notified of the possibility of such costs or damages.

  • 8.2. Notwithstanding anything to the contrary in this Agreement, HEX-RAYS aggregate liability arising out of or in connection with the Agreement or the transactions contemplated hereby, whether in contract, warranty, tort (including negligence, product liability or other theory), or otherwise, shall not exceed the total amount paid by the Customer to HEX-RAYS during the twelve (12) month period preceding the date on which the applicable liability claim arose.

• 9. TERM AND TERMINATION

  • 9.1. This Agreement enters into force on the Effective Date (see article 1.6) and shall remain in effect as long as any license granted conforming to article 2 remains in effect (the “Term”).

  • 9.2. Either Party may terminate this Agreement at any time upon written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within ten (10) business days (in the case of non-payment) or thirty (30) days (in the case of other breaches) after written notice specifying such breach. On termination of this Agreement for any reason, all rights and licenses granted to the Customer or, when applicable, to the Reseller’s customers will immediately terminate, and the Customer (or the Reseller’s customers) will discontinue the use of the Products and/or Services and, at HEX-RAYS’ option, return to HEX-RAYS or destroy all copies of the Products in the Customer’s (or the Reseller’s customers’) possession or control and provide written certification of such return or destruction. The terms of this Agreement which by their terms or nature survive termination, will survive any termination of this Agreement.

  • 9.3. Notwithstanding the foregoing, HEX-RAYS will be entitled to immediately terminate the Agreement (or alternatively suspend its obligations) in the event the Customer breaches the license terms as set forth in the Agreement, infringes HEX-RAYS’ Intellectual Property Rights or breaches its obligations to comply with Export Laws.

  • 9.4. Upon termination of the Agreement for any reason whatsoever the Customer shall promptly pay HEX-RAYS all amounts covering the full term of the Agreement.

• 10. MISCELLANEOUS

  • 10.1. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to acquisition and use of the Software, Documentation, and Services. This Agreement supersedes any terms which may be appear on the face of any Purchase Order or invoice.

  • 10.2. Right to Amend. HEX-RAYS at its sole discretion, reserves the right to modify the terms and conditions of this Agreement at any time to reflect new features without notice, if the modifications will not materially decrease HEX-RAYS’ overall material obligations during the Agreement. For material changes, HEX-RAYS shall notify the Customer of an updated agreement available for online acceptance or other designated manner. HEX-RAYS shall provide the Customer with at least thirty (30) calendar days to accept the terms of the updated agreement. After such period, the updated agreement shall be deemed to govern the following month the notice was given. Customer shall be required to accept the updated Agreement if it desires to continue to use the Products and/or Services.

  • 10.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the Parties and will be reformed to the extent necessary to make such provision valid and enforceable.

  • 10.4. Modifications. HEX-RAYS reserves the right to make, in its sole discretion, changes and updates to the Products from time to time without prior notification to the Customer. If any such revision to the Products would materially reduce any features or functionalities of the Products, HEX-RAYS shall prematurely and taking into account a reasonable notice period, notify such revisions to the Customer prior to their implementation.

  • 10.5. Privacy and data protection. Customer agrees that HEX-RAYS may use personal data of Customer and Authorized Users for the performance of this Agreement, e.g. granting access to the Software, activating licenses, answering questions from the Customer, etc

    The processing of personal data that HEX-RAYS carries out (as data controller) shall take place in compliance with the applicable regulations (including the Regulation (EU) 2016/679 on the protection of individuals with regards to the processing of personal data and on the free movement of such data – hereunder referred to as the “GDPR”) and in accordance with its "Privacy Policy” available on its website [https://hex-rays.com/privacy_policy/].

    The Customer undertakes to communicate this Privacy Policy to all natural persons whose data will be processed by HEX-RAYS as a result of the performance of this Agreement.

    By default, the Parties agree that the contractual relationship between them does not give rise to the subcontracting of personal data processing activities within the meaning of article 28 of the GDPR. If such case occurs, the Parties undertake to take all necessary steps to regularize the situation and to sign a data processing agreement (DPA) which shall provide for the measures to be implemented conforming to the applicable data protection laws.

  • 10.6. Assignment. This Agreement, and any rights or obligations hereunder, shall not be assigned or sub-licensed by Customer, including by operation of law, without prior written consent from HEX-RAYS. HEX-RAYS may assign this Agreement without the consent of the Customer.

  • 10.7. Force Majeure. Except for payment for Fees due hereunder, neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under this Agreement due to any Force Majeure.

  • 10.8. Export Law and Sanctions. The Products and/or Services, and the Documentation may be subject to export control laws (“Export Law”). Customer hereby agrees that it will not sell, export, re-export, transfer, use, or enable the use of the Product, its related technology and Services, or any other items that may be provided by HEX-RAYS, directly or indirectly: (a) to or for end-use in or by the countries listed in any country that may be subject or becomes subject to any applicable export and import regulations, or any citizens, nationals or permanent residents of such countries; (b) to or for end-use by any person or entity determined by any national government agency to be ineligible to receive exports; and (b) to or for end-uses prohibited by export or sanctions laws and regulations, including, but not limited to, activities involving the proliferation of chemical, biological or nuclear weapons, weapons of mass destruction or the missiles capable of delivering such weapons and their related technology.  The Customer warrants that as of the date of receipt of the Quote, the Customer or any of the Customer’s Affiliates are not subject to any economic, trade or financial sanctions or other trade restrictions administered or enforced by the United Nations, the European Union, the United States of America or any other relevant jurisdiction, including, without limitation, the EU Consolidated list of persons, groups and entities subject to EU financial sanctions, the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons or any similar list maintained by any EU member state or the country of registration of the Customer ("Sanctions"). A breach of this warranty shall be a material default for the purpose of this Agreement. The Customer agrees that if at any time after the date of recipe of the Quote, the Customer or any its Affiliates become subject to any Sanctions, whether introduced before or after such date, which prohibit or restrict the Customer’s performance of or rights under the Agreement, or the performance of the Agreement exposes the Customer, or creates a risk of the Customer being exposed, to any Sanctions, including, without limitation, any extraterritorial or secondary sanctions, HEX-RAYS may suspend or terminate the Agreement upon such Sanctions becoming effective. The Customer shall indemnify HEX-RAYS against any losses, liabilities, damages, fines, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, HEX-RAYS as a result of the Customer’s breach of this obligation.

  • 10.9. Choice of Law. This Agreement and any disputes related thereto shall be governed by and construed in accordance with the laws of Belgium. Any dispute regarding the interpretation and/or the execution of the present Agreement will be submitted to the competent courts of Liege. Although the Agreement has been drafted in English, judicial proceedings will be held in French. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this Agreement.

  • 10.10. Notices. All notices related to this Agreement shall be in writing, effective if dispatched by reliable overnight delivery service (which shall be deemed given on business day after mailing) and sent to HEX-RAYS address as specified in the Quote with a copy via e-mail (EMAIL), and to the Customer, at the respective address and email address as set forth in the Quote.

  • 10.11. Waiver. Failure or delay by either party in exercising any right here under shall not operate as a waiver of such right. No single or partial exercise of any right, power or remedy under the Agreement by a Party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a waiver of the right of such Party to pursue other available remedies.

  • 10.12. Publicity. As of the Effective Date, HEX-RAYS shall be entitled to refer to the Customer as a Customer in all of its commercial and marketing documentation and client listings, as a sales reference, as well as on HEX-RAYS’ website.

SCHEDULE 1: DEFINITIONS

“Affiliate” means an affiliate (verbonden vennootschap) as defined in article 1:20 of the Belgian Companies and Associations Code; “Authorized User” means one individual natural person, whether an employee, business partner, contractor, or client of Customer or its Affiliates who is designated by Customer to use the Products and/or Services.

“Confidential Information” means the information of a Party which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential given its nature or the circumstances surrounding its disclosure, regardless of whether or not it is expressly marked as confidential, including without being limitative, information and facts concerning a Party and its Affiliates business plans, clients, prospects, personnel, suppliers, partners, investors or others training methods and materials, financial information, marketing plans, sales prospects, client lists, ideas, discoveries, inventions, specifications, models, programs, standards, designs, techniques, methods, drawings, sketches, processes, trade secrets, product information, formulae, recipes, samples, prototypes, selection of materials, systems and components, plans, financial data (including cost and pricing data) and all Intellectual Property Rights embodied therein, that is disclosed in writing, orally, in machine-readable form or in any other form pursuant to the Agreement by a Party;

“Customer Data” means (i) any content, data, information or material provided or submitted by the Customer (and/or any of its Affiliates) or on its behalf to HEX-RAYS in the course of utilizing the Products and/or Services, excluding publicly shared data as described in article 3.1.(ii) any content, data, information or material that is collected or generated by the Products that result from queries made by the Customer, and (iii) any content, data, information or material provided or submitted by Authorized Users when using the Products and/or Services;

“Documentation” means any operational, functional and technical specifications in any standard materials, guides, manuals or other related materials provided by HEX-RAYS to the Customer which assist Customer in using the Software;

“Effective Date” means the date of the agreement as per article 1.6;

“Force Majeure” shall mean any of the following events, or series thereof, which are outside the reasonable control of the Party affected: fire, flooding or any other act of God or natural disaster, pandemics, war, terrorist attack, unfavourable weather conditions, failures in goods, equipment, software or materials of third parties the use of which the Customer prescribes to HEX-RAYS SA, government measures, disruption of internet, data network or telecommunications facilities, unavailability of third party servers, strikes, unavailability of employees and/or their equipment, general transportation problems and electricity outages or any of the foregoing on the part of the third party suppliers of HEX-RAYS.

“Intellectual Property Rights” means any and all now known or hereafter existing (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, internet domain names, registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works, including mask works, and registrations and applications thereof, (iv) computer software programs, including source code and object code, databases and documentation thereof, (v) trade secrets and other confidential information, including ideas, formulas, compositions, inventions, improvements, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, blueprints, flowcharts, schematics, protocols, programmer notes, designs, design rights, developments, discoveries, plans, business plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information, and (vi) all other forms of intellectual property;

“Fee(s)” means the fees payable by the Customer in respect of the user rights on the Products and/or Services as further described in the Quote.

“Party” means a party to the Agreement, i.e. HEX-RAYS or the Customer;

“Products” means the software and any related Documentation supplied by HEX-RAYS to the Customer as further described in the Quote;

“Purchase Agreement” means the present Agreement (as referred to in the EULA)

“Quote” means any document issued by HEX-RAYS to the Customer, detailing specific terms, conditions, license type and pricing for the proposed Product and/or Services.

“Services” means the technical support services] provided by HEX-RAYS to the Customer (and/or, as the case may be, the Authorized User) hereunder by means of e-mail, access to HEX-RAYs’ forum, access to the new versions of the Software. This includes the actions required from a software editor such as HEX-RAYS to allow an Authorized User to download install and use a copy of the Software, and license activation.

“Software” means all or any portion of the computer software programs and related source code to such software provided under this Agreement as further described in the Quote.