Basic Primitives Inc
Standard license terms and conditions 2.1
1. Definitions:
Agreement shall mean the standard terms and conditions in this document;
Confidential Information shall mean any and all written, verbal or demonstrated information provided
by a Disclosing Party in connection with this Agreement;
Confidential information includes, without limitation, information relating to inventions, trade secrets,know-how, methods, processes, creations, conceptions, technologies, algorithms, other intellectualproperty, products, improvements, product formulae, services, finances, business plans, marketing
plans, legal affairs, supplier lists, customers, customer lists and related data, potential customers,
business prospects, business opportunities and the like, which relate in any manner to a Party’s actual or
anticipated business, its affiliates, subsidiaries, or divisions, or to it’s actual or anticipated areas ofresearch and development;
Developer shall mean any person who directly or indirectly further develops the Software for Licensee
and or develops an application or user interface interacting with the Software for Licensee;
Disclosing Party shall mean a Party that discloses information to a Receiving Party;
Basic Primitives shall mean Basic Primitives, Inc., a Ontario (Canada) corporation with organization no002371610;
License shall mean the license granted by Basic Primitives according to section 3 and section 5;
Licensee shall mean the company / person holding a license and contracting party to this Agreement;
License Fee shall mean the fee payable to Basic Primitives for utilization of the Software in accordancewith the License;
Maintenance & Support Fee shall mean the fee payable to Basic Primitives for optional maintenance andsupport according to section 8;
Party shall mean Licensee or Basic Primitives individually;
Parties shall mean Licensee and Basic Primitives jointly;
Receiving Party shall mean a Party that receives information from a Disclosing Party;
Single Website shall mean a collection of web pages that all have the same domain name (organizationallevel) and that serve and are operated by one single entity or Licensee;

Software shall mean software products, applications or other software solutions marketed by Basic
Primitives ;Third Party or Third Parties shall mean any other party than the Parties;

2. Copyright
The Software is the property of Basic Primitives and is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties

3. Grant of Licensei. Subject to this Agreement, Licensee is granted a perpetual, non-exclusive and non-transferable License
to install and utilize the Software.
ii. Licensee may produce copies of the Software necessary for lawful backup and archival purposes. Any
copy of the Software made by Licensee in accordance with the License shall contain all the proprietary
notices contained in the original copy.
iii. Licensee may not transfer, rent, lease, lend, sell, copy, redistribute or sublicense the Software toThird Parties. Any attempt to do so is a considered a substantial breach of this Agreement. Any works
developed or derived from the Software, to Third Parties as a consultant job or as a SaaS, Intranet or
Web Applications are allowed.
iv. Licensee undertakes not to use the Software in any way that would compete with the Software
during the term of this Agreement and for a period of three (3) years after termination.
v. Licensee shall include in its Documentation that the Software is owned by and licensed through Basic
Primitives . Furthermore, Licensee undertakes not to declare or give the impression that the Software in
any way endorses Licensee’s own work, and not to use any titles, trademarks, labels, or logos found in
the Software in Licensee’s own titles, products names, service names, or domain names.
vi. Licensee shall not modify, delete or obscure any notices of proprietary rights or any Software
identification or restrictions on or in the Software found in the license-header of the code files.
vii. Basic Primitives reserves all rights not expressly granted to Licensee in this Agreement. Without
limiting the generality of the foregoing, Licensee acknowledges and agrees that: (i) except as specificallyset forth in this Agreement, Basic Primitives retains all rights, title and interest in and to the Softwareand Licensee does not acquire any right, title, or interest to the Software except as set forth herein; (ii)any configuration or deployment of the Software shall not affect or diminish Basic Primitives ’s rights,title, and interest in and to the Software. Nothing in this Agreement shall limit in any way Basic
Primitives 's right to develop, use, license, create derivative works of, or otherwise exploit the Software,or to permit Third Parties to do so.

4. Termination
Either Party may without prejudice to any other rights terminate this Agreement if the other Party fails
to comply with the terms and conditions of this Agreement. In such event, Licensee must immediately
destroy all copies of the Software in Licensee’s possession.

5. License Types
Licensee may opt between the following types of commercial licenses:
5.1. Single Website License
A Single Website License allows Licensee to use the Software freely within the frames of one SingleWebsite.
5.2. Developer License
A Developer License allows Licensee to have an agreed number of its Developers install, use and further
develop the Software solely on Licensee’s and Licensee’s customers websites, web applications,intranets and SaaS applications.

6. License Fee
For all Software comprised by a License, Licensee shall pay a separate License Fee. The License Fee shallbe calculated based on Basic Primitives ’s at any given time present price list. Payment method is
described on highcharts.com.

7. Delivery
The Software is made available for download via Basic Primitives ’s website. Delivery date shall beconsidered to be the payment day.

8. Software Maintenance and Support
8.1 Free Maintenance and Support Period
During the first twelve (12) months after delivery date, Basic Primitives shall free of charge provide
Licensee with any new, corrected or enhanced version of the Software. Such enhancement shall include
all modifications to the particular Software, which increase the speed, efficiency or ease of use of theSoftware, or add additional capabilities or functionality to the Software.
Basic Primitives will upon Licensee’s request investigate erroneous behavior of Software, and whenpossible suggest corrective or work around solutions to the problems. Basic Primitives shall commence
the work as soon as possible, but not later than two weeks after such request is received.
Licensee shall also, during the first twelve (12) months after delivery date, free of charge have the rightto receive technical support according to the following scheme:Single Website License: One (1) hourDeveloper License: Two (2) hours

Technical support is limited to e-mail support from Basic Primitives offices during normal businesshours, unless the Parties specifically agree otherwise.
Basic Primitives will not support versions of Software older than the previous main release. However,Basic Primitives shall at all times support versions of the Software that are released within 1 year frompurchase.
Basic Primitives might consider support and extreme bug fixing to Licensee outside the scope defined inthis section.
8.2 Optional Maintenance and Support
After expiration of the above-mentioned 12-month period of free maintenance and support, Licensee
may with yearly intervals purchase further maintenance and support for the Software covered by theLicense. The Maintenance Fee shall be based on Basic Primitives ’s at any given time present price list. If
Licensee wishes to receive optional maintenance and support, it shall notify Basic Primitives in writing.
Maintenance and Support Fee will be invoiced at least one (1) month prior to the start of eachmaintenance period. Payment will be due by the start of the new maintenance period.
Basic Primitives may at its own discretion at any time choose to discontinue the supply of maintenanceand support upon notice to Licensee, and shall in such case refund any then unearned MaintenanceFee(s).

9. Warranty
For a period of ninety (90) days following delivery date of the Software (the “Warranty Period”), Basic
Primitives warrants that the Software will perform substantially in accordance with Basic Primitives ’s
written specifications provided that it has been used with the appropriate and suitable technicalequipment. In the event of breach or alleged breach of this warranty, Licensee shall promptly notify
Basic Primitives and return the Software to Basic Primitives at Licensee’s own expense. Licensee’s sole
remedy in such an event shall be that Basic Primitives shall correct the Software so that it operates
according to the warranty. This warranty shall not apply to Software that has been modified or used
improperly or on an operating environment not approved by Basic Primitives .
Basic Primitives warrants that it has the full and unconditional ownership of the Software. BasicPrimitives warrants that no part of this Agreement interferes with intellectual property rights of any
Third Party and that Company may make full use of the License granted to it in full knowledge of theabove.
Licensee’s exclusive remedy for any breach of the limited warranty is as set forth above. Licensee is notentitled to any damages, including but not limited to consequential damages, if the Software does notmeet the limited warranty.

10. Limitation of Liability
Except for the warranty of section 9 above, all Software and maintenance and support services areprovided ‘as it is’ and may have errors or omissions.

UNDER NO CIRCUMSTANCES, AND EVEN IF INFORMED THEREOF BY LICENSEE OR ANY THIRD PARTY, ISBASIC PRIMITIVES LIABLE FOR (i) LOSS OF, OR DAMAGE TO, DATA; (ii) SPECIAL, INCIDENTAL,CONSEQUENTIAL OR INDIRECT DAMAGES, OR (iii) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, ORANTICIPATED SAVINGS.
Either Party’s liability for damages to the other Party for any cause whatsoever related to thisAgreement, shall be limited to the License Fees paid or due by Licensee for the Software in question.

11. Intellectual Property InfringementDuring any term of this Agreement, if any portion of the Software is infringing any Third Party
intellectual property rights and Licensee incurs a liability or expense as a result of such holding, then
Basic Primitives will, notwithstanding clause 10 of this Agreement, cover direct expenses incurred byLicensee and Licensee’s further sole remedy shall be, and Basic Primitives will at its option: (i) obtain theright for Licensee to continue to use the Software consistent with this Agreement; (ii) modify theSoftware so that it is non-infringing; or (iii) refund all a pro-rata portion of the money paid by Licensee
for the infringing Software, where such prorated amount is determined on a straight line depreciationbasis over a three (3) year period, and all of Licensee’s rights and Licenses under this Agreement shall
automatically terminate.

12. Confidentiality
Each Party acknowledges that Confidential Information is proprietary and valuable to Disclosing Party
and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to Disclosing
Party.
Confidential Information shall not include information that (i) is generally known to the public at thetime of disclosure; (ii) is legally received by Receiving Party from a Third Party, which Third Party is inrightful possession of Confidential Information, (iii) becomes generally known to the public subsequent
to the time of such disclosure, but not as a result of disclosure by Receiving Party, or (iv) prior to signingof this Agreement, is already in the possession of Receiving Party.
Obligations of Receiving Party in Regards to Confidential Information
In consideration of the disclosure to Receiving Party of Confidential Information, Receiving Party agrees
to receive and to treat Confidential Information on a confidential and restricted basis and to undertakethe following additional obligations with respect thereto;
To use Confidential Information for the sole purpose of fulfilling this Agreement unless otherwise agreed
to in express writing by the Parties.
Not to duplicate, in whole or in part, any Confidential Information.
Not to disclose Confidential Information to its members, officers, employees, affiliates, counsel orconsultants except on a need-to-know basis and each such person receiving Confidential Informationshall be notified of and required to abide by the terms and conditions of this Agreement.

Not to disclose Confidential Information to any Third Party entity or individual, corporation, partnership,
sole proprietorship, customer, advisor or client without the prior express written consent of Disclosing
Party.
This confidentiality clause (clause 12) shall survive any termination of the Agreement however
occasioned.

13. Relationship Between the Parties
Basic Primitives is an independent contractor and nothing in this Agreement shall be construed to createa partnership, joint venture or agency relationship between the Parties.

14. Severability
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining
provisions of this Agreement will remain in full force.

15. Waiver
The waiver by either Basic Primitives or Licensee of any default or breach of this Agreement shall notconstitute a waiver of any other or subsequent default or breach. Except for actions for non-payment or
breach of Basic Primitives’ proprietary rights in the Software, no action, regardless of form, arising out of
this Agreement may be brought by either Party more than one (1) year after the cause of action hasaccrued.

16. Licensee Name
Basic Primitives is hereby granted the permission to use Licensee name on the customer list on Basic
Primitives’s website, unless otherwise agreed.

17. Non-assignment
Neither Party shall assign or transfer all or any part of its rights under this Agreement without the otherParty’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement in
its entirety, without consent of the other Party, to its affiliate or in connection with a merger,acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to theforegoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors
and permitted assigns.

18. Applicable Law
This Agreement shall be governed by and construed in accordance with the international laws.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination
or invalidity thereof, the Parties shall seek to solve amicably through negotiations. If the Parties do notreach an amicable solution within two (2) weeks, any dispute, controversy or claim shall be finallysettled by arbitration of the applicable jurisdiction. All arbitration shall be conducted in English.
Judgment upon any arbitral award rendered in any such arbitration is confidential and may be enteredin any court having jurisdiction thereof or application may be made to such court for a judicial
acceptance of award and an order of enforcement, as the case may be.