A51 d.o.o. / activeCollab

SOFTWARE LICENSE AGREEMENT
==========================

NOTE: By downloading the Software, Customer is indicating that Customer has read and understood this 
Software License Agreement and accepts and agrees to its terms and conditions. If Customer does not 
agree with the terms and conditions of this Agreement, do not download or use the Software. 

ARTICLE I: DEFINITIONS; TERM
============================

Article I.1: Definitions
------------------------

For purposes of this Software License Agreement (“Agreement”), the 
following terms shall mean:

A51
: A51 d.o.o.

Annual Support and Upgrade Fee
: the applicable fee(s) set forth at www.activecollab.com/pricing

Customer
: the licensor of the Software.

Discloser
: the party disclosing Confidential Information.

Documentation
: the written documentation for the Software (including any Updates or Support Modifications) 
  provided by A51 to Customer. 

Effective Date
: the date the Software is downloaded by Customer.

Error(s)
: reproducible problems with the operation of the Software that prevent the Software from performing 
  in accordance with the material requirements of the Documentation.

License Fee
: the applicable fee(s) set forth at www.activecollab.com/pricing

Period of Coverage
: the time periods in annual increments during which Support (as defined in Article III) is 
  available under this Agreement. 

Recipient
: the party receiving Confidential Information.

Software
: the activeCollab software. Software shall include updates and replacements to activeCollab 
  provided through any of the following pursuant to Support: Support Modifications, Software Updates 
  and/or Software Upgrades. 

Software Update(s)
: revisions of the Software that are not Support Modifications or Upgrades. Updates generally do not 
  include the addition of major functionality. 

Software Upgrades(s)
: new software incorporating revisions of the Software that provide substantial change in or 
  addition to the functionality of the Software. Upgrades shall not include products designated, 
  marketed and separately listed on A51’s price list as new products. 

Support
: has the meaning defined in Article III below.

Support Modification(s)
: software changes to be integrated with the Software to correct any Errors therein, but that do not 
  alter the basic functionality of the Software or add new functions thereto.

Article I.2: Term
-----------------

The term of this Agreement shall commence on the Effective Date and shall 
continue in effect indefinitely unless terminated sooner pursuant to the terms set forth herein.

Article II: SOFTWARE LICENSE (“LICENSE”)
========================================

Article II.1: License Grant.  
----------------------------

   a. A51 grants to Customer a non-exclusive, non-transferable license to install, download and use 
      ONE copy of the Software, as follows: 

        i. for its internal business purposes, one copy of the Software may be downloaded to only 
           one computer or workstation to be accessible at a single website location (URL); 
       ii. if Customer desires to move the Software to a different computer or workstation, it must 
           provide A51 written notice prior to the movement to a new computer or workstation except 
           in emergency situations, in which case immediate post-move notification is required, and 
           must delete the Software from the old computer or workstation; 
      iii. only by Customer for its internal use, and the Software is not transferable from Customer 
           to any parent, subsidiary, affiliated entity or third party except by written agreement 
           between the parties; 
       iv. only for Customer’s benefit and not for the benefit of any third party, including without 
           limitation, commercial timesharing or service bureau or other rental or sharing 
           arrangements, data processing or management information or services; 
        v. only in the country in which the Software is first installed and may only be moved to 
           another country with the prior written permission of A51; 
       vi. Customer may make one copy the Software for archival or backup purposes only, so long as 
           all titles, trademark, copyright, and restriction notices are reproduced; and
      vii. Customer may install one additional copy of the software on a separate URL, for 
           development and testing purposes only. No other uses are granted hereunder. 

   b. Customer may not:

        i. use the Software in contravention of Section 2.01(a) above;
       ii. reproduce or otherwise make copies of any portion of the Software, except as provided in 
           Section 2.01(a)(vi) and/or Section 2.01(a)(vii) above;
      iii. create derivative works based upon the Software or any part of the Software, or modify 
           the Software;
       iv. distribute, sell, assign, license, sublicense, rent, lease, lend out or otherwise 
           transfer any part of the Software, or permit any third parties to do so; 
        v. remove the patent, copyright, trade secret or other proprietary protection legends or 
           notices that appear on or in the Software; or
       vi. remove the “activeCollab Powered” link at the bottom of the webpage, except in the case 
           where Customer purchases the “Branding Removal” option, which specifically permits 
           removal of all marks of A51 or activeCollab from all of Customer’s end user (clients, 
           subcontractors, employees, etc.) facing pages, provided that marks of A51 and/or 
           activeCollab shall be maintained on administration pages as necessary for support 
           purposes.

Article II.2: Ownership
-----------------------

A51 retains all title, copyright and other proprietary rights in the Software and any modifications, 
enhancements or changes thereto, including but not limited to any Support Modifications, Software 
Updates and Software Upgrades, and any feedback or suggestions provided by Customer with respect to 
the Software or with respect to any such modifications, enhancements or changes thereto. Customer 
does not acquire any rights, express or implied, in the Software, other than those expressly 
specified in this Agreement. 

Article II.3: Wrongful Possession or Access
-------------------------------------------

Upon knowledge of any unauthorized possession, use of, or access to, any Software, Customer shall 
promptly notify A51 and furnish A51 with full details of such knowledge, assist in preventing any 
recurrence thereof, and cooperate with A51 (if unauthorized use is through no fault of Customer, at 
A51’s expense) in any litigation or other proceedings reasonably necessary to protect the rights of 
A51.

Article II.4: Verification
--------------------------

Upon A51’s written request, Customer will certify in writing that Customer is using the Software in 
compliance with this Agreement and forward such certification to A51. This certification must be 
signed by an appropriate officer of Customer. If A51 has reason to believe that Customer is not in 
compliance with this Agreement, A51 may audit, at A51’s expense, Customer’s use of the Software as 
reasonably necessary. Such audit will be conducted during regular business hours at Customer’s 
facilities and shall not unreasonably interfere with Customer’s business activities. Notwithstanding 
the foregoing, if an audit reveals that Customer has underpaid fees to A51, Customer agrees that it 
will promptly pay any such underpaid fees upon receipt of A51’s invoice, in addition to reimbursing 
A51 for the cost of the audit.

Article II.5: Trademarks
------------------------

Customer may not use A51’s name or trademarks without the prior written permission of A51. A51 may 
use Customer’s name, logo and/or trademarks to identify Customer as a customer of A51.
  
Article III: SUPPORT AND UPGRADE SERVICES (“SUPPORT”)
=====================================================

Article III.1: Support Services
-------------------------------

A51 shall provide annual Support in accordance with A51’s Support policies in effect at the 
beginning of each annual renewal of the Period of Coverage. Support shall include, without 
limitation, access to all Software Updates and Software Upgrades during the Period of Coverage, and 
email, phone and chat support. The first year of the Annual Support and Upgrade Fee is included in 
the License Fee; the Annual Support and Upgrade Fee thereafter is discretionary. A51 shall provide 
Support services so long as Customer continues to pay the Annual Support and Upgrade Fee for the 
relevant period in accordance with this Agreement and within thirty (30) days of A51’s written 
notice of the Annual Support and Upgrade Fee for the relevant period, and so long as Customer is 
using the then current version of the Software. In addition, Support will not apply in the event of: 
(i) any misuse, improper use, alteration, or damage of the Software; (ii) any version of the 
Software not made or authorized in writing by A51; or (iii) the combination of the Software with 
other programming or equipment to the extent such combination has not been approved in writing by 
A51.

Article III.2 Support Term
--------------------------

The Period of Coverage begins one year following the Effective Date. Within thirty (30) days of the 
expiration of a Period of Coverage, A51 shall notify Customer via email of the applicable Support 
and Upgrade Fees for the succeeding year and upon payment by Customer of the applicable Support and 
Upgrade Fee, at Customer’s option, Customer’s subscription to Support shall be extended and renewed 
for an additional period of one (1) year at the then-current fees. 

Article IV: GENERAL
===================

Article IV.1: Establishment and Maintenance of Accounts
-------------------------------------------------------

   a. Customer understands that Customer must register and establish an account with A51 in order 
      for Customer to license, download and use the Software and receive Support. Customer 
      represents and warrants to A51 that it will provide, and maintain and update promptly when 
      necessary, true, accurate, complete and up-to-date information (“Account Data”) when prompted 
      during the registration process. If A51 believes in its reasonable business discretion that 
      Account Data provided by Customer is inaccurate, incomplete and/or not up-to-date, A51 has the 
      right, in its sole and absolute discretion, to (i) suspend or terminate Customer’s account, 
      (ii) suspend or terminate this Agreement, and/or (iii) reject any current or future access to 
      and use of the Software and refuse to provide Support unless and until the affected Account 
      Data is corrected and/or made complete.

   b. Customer understands that it is solely responsible for maintaining the confidentiality and 
      security of account passwords, account numbers, login information and any other security or 
      access information used by Customer to access the Software (collectively, “Login 
      Information”), as well as preventing unauthorized access to or use of the information, files 
      and/or data that Customer houses or uses in or with the Software.

   c. Customer understands and acknowledges that A51 assumes that any communication it receives 
      through use of Account Data was received and/or authorized by Customer. 

Article IV.2: Mutual Nondisclosure
----------------------------------

   a. The parties agree that all information, including without limitation the Software and 
      Documentation, and all information concerning either party’s business, including without 
      limitation, information pertaining to either party’s marketing plans, finances, research and 
      development, information technology, competition, customers and personnel data exchanged by 
      the parties under this Agreement and reasonably to be considered confidential by the 
      disclosing party under the circumstances (collectively, “Confidential Information”) shall be 
      maintained in confidence by the receiving party, and the receiving party shall use the 
      Confidential Information of the other party only as authorized by this Agreement and for no 
      other purpose (it being understood, however, that either party may disclose the Confidential 
      Information to its employees and contractors who have a need to know, provided that same are 
      subject to substantially similar obligations of confidentiality as those herein). In the event 
      the Confidential Information is disclosed visually or orally, the information shall be 
      identified as confidential at the time of such disclosure. 

   b. Each party further agrees to take the same measures it uses to protect its own Confidential 
      Information, to prevent the unauthorized disclosure and use of the Confidential Information of 
      the other party to third parties (except as permitted herein), and to prevent such 
      unauthorized disclosure by its employees, agents and independent contractors who are otherwise 
      permitted access to the information. 

   c. The obligations of Recipient with respect to any particular portion of Confidential 
      Information shall terminate or shall not attach, as the case may be, when such information:

        i. was in the public domain at the time of Discloser’s communication thereof to Recipient;
       ii. entered the public domain through no fault of Recipient subsequent to the time of 
           Discloser’s communication thereof to Recipient;
      iii. was in Recipient’s possession free of any obligation of confidence at the time of 
           Discloser’s communication thereof to Recipient;
       iv. was independently developed by Recipient as demonstrated by written records; or
        v. is required to be disclosed by court or government order and Discloser has been given 
           notice of such order.

   d. The parties agree that a breach of the confidentiality obligations by Recipient shall cause 
      immediate and irreparable monetary damage to Discloser and shall entitle Discloser to 
      injunctive relief in addition to all other remedies.

Article IV.3: Disclaimer of Warranties
--------------------------------------

THE SOFTWARE AND SUPPORT IS PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. A51 
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE QUALITY, SUITABILITY, AVAILABILITY OR 
ADEQUACY OF THE SOFTWARE, AND A51 MAKES NO EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS OR 
WARRANTIES, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANT-ABILITY, 
FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, NO ENCUMBRANCES AND 
WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE, AND A51 HEREBY EXPRESSLY DISCLAIMS 
ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. 

Article IV.4: Exclusive Remedies
--------------------------------

The Software provided pursuant to this Agreement is provided on an “as-is” basis. If Customer is 
dissatisfied for any reason with the Software during the first thirty (30) days following purchase 
thereof, Customer should notify A51 via email and request a full refund. Upon payment of the refund 
to Customer, the License to use the Software shall be immediately revoked. Customer shall certify to 
A51 upon receipt of the refund that all Software and supporting materials shall have been returned 
to A51 or destroyed and documentation supplied to A51 certifying destruction, including written 
certification by an appropriate officer of Customer. The foregoing is Customer’s exclusive remedy 
with respect to dissatisfaction with the Software.

Article IV.5: Infringement Indemnity
------------------------------------

   a. If Customer is prevented from using the Software due to an actual or claimed infringement of 
      any U.S. patent, copyright or other intellectual property right (that is not as a result of 
      (i) any misuse, improper use, alteration or damage of the Software by Customer; (ii) any 
      version of the Software not made or authorized in writing by A51; (iii) the combination of the 
      Software with other programming or equipment to the extent such combination has not been 
      approved in writing by A51; or (iv) any version of the Software other than the then current 
      version), A51 may remedy the infringement by:

        i. procuring for Customer, at A51’s expense, the right to continue to use the Software(s);
       ii. replacing or modifying the Software(s) at A51’s expense so that the Software(s) become 
           non-infringing, but substantially equivalent in functionality; or
      iii. in the event that neither (i) or (ii) are reasonably feasible, terminating the Agreement 
           as to the infringing Software and returning any License Fees paid by Customer for the 
          infringing Software(s).

   b. This Section states A51’s entire obligation to Customer with respect to any claim of 
      infringement.

Article IV.6: Payment
---------------------

   a. LICENSE FEES. In consideration for the License granted in Article II, Customer agrees to pay 
      to A51 the License Fee. 

   b. SUPPORT FEES. In consideration for the Support to be provided hereunder, Customer shall pay 
      the Annual Support and Upgrade Fee. The first year of Support is included in the License Fee. 
      Thereafter, Support is discretionary. A51 may increase Annual Support and Upgrade Fees for 
      renewal terms upon written notice to Customer. 

   c. TAXES. The fees listed in this Agreement do not include taxes. If A51 is required to pay any 
      sales, use, property, excise, value added, gross receipts, withholding or other taxes levied 
      on the Software, Services or Support under this Agreement or on Customer’s use thereof, then 
      such taxes shall be billed to and paid by Customer. This Section does not apply to taxes based 
      on A51’s net income, franchise taxes or A51’s employer contributions and taxes. 

   d. PAYMENT PROCESS. Customer understands that A51 uses a third party paying agent to process all 
      payments by U.S. purchasers. Customer understands that until payment is received and verified 
      by the paying agent, Customer shall not be permitted to download the Software or receive 
      Support. 

   e. All payments made hereunder are nonrefundable, except for relief to which Customer may be 
      entitled under the Exclusive Remedies provision and Infringement provisions of this Agreement. 
      Customer may not withhold or set off any amounts due under this Agreement. Failure to pay any 
      fee when due shall constitute a material breach of this Agreement. In addition, if the 
      Customer fails to make any payments when due for Support, upon written notice to Customer, A51 
      shall cease providing Support.

Article IV.7: LIMITED LIABILITY
-------------------------------

EXCEPT FOR a) VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR THE USE RESTRICTIONS HEREIN, b) 
FAILURE TO COMPLY WITH THE MUTUAL NONDISCLOSURE PROVISION, OR c) THE INFRINGEMENT AND OTHER 
INDEMNITY PROVISIONS CONTAINED HEREIN, IN NO EVENT SHALL A51 OR A51’S THIRD PARTY SUPPLIERS BE 
LIABLE TO CUSTOMER FOR A MONETARY AMOUNT GREATER THAN THE AMOUNTS PAID PURSUANT TO THIS AGREEMENT 
FOR THE SOFTWARE CAUSING THE LIABILITY AND (B) IN NO EVENT SHALL EITHER PARTY OR A51’S THIRD PARTY 
SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, DATA OR 
GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY 
WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER 
REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. 

The provisions of this Agreement allocate the risks between A51 and Customer. A51’s pricing reflects 
this allocation of risk and the limitation of liability specified herein.

Article IV.8 Recruiting
------------------------

Customer acknowledges that A51’s employees and contractors are critical to its business. Therefore, 
Customer agrees not to knowingly solicit any of A51’s employees or contractors without A51’s prior 
written consent while such employee or contractor is employed or engaged by A51 and for a period of 
twelve (12) months following that employee’s or contractor’s last date of employment or engagement 
by A51. The parties further agree that in the event of any actual or threatened breach of any of the 
provisions of this section, A51 shall be entitled (in addition to any and all other rights and 
remedies at law or in equity for damages or otherwise, which rights and remedies are and shall be 
cumulative) to specific performance, a temporary restraining order, or an injunction to prevent such 
breach or contemplated breach. 

Article IV.9: Termination
-------------------------

If either party materially breaches this Agreement, the other party may give written notice of its 
desire to terminate and the specific grounds for termination and, if such default is capable of cure 
and the party in default fails to cure the default within thirty (30) days of the notice, the other 
party may terminate this Agreement. If such default is incapable of cure, the other party may 
terminate this Agreement immediately upon written notice of its desire to terminate. Upon 
termination, the License to use the Software shall be immediately revoked and all Software and 
supporting materials will be returned to A51 or destroyed and documentation supplied to A51 
certifying destruction. Unless this Agreement is terminated pursuant to this paragraph, it shall 
continue in full force and effect. Sections 2.01(b), 2.02 – 2.05, 4.01, 4.02, and 4.05 - 4.10 shall 
survive any termination of this Agreement.

Article IV.10: Export Administration; U.S. Government Rights
------------------------------------------------------------

Customer agrees to comply fully with all relevant export laws, anti-boycott laws and regulations 
(and similar laws and regulations) of the United States and Serbia (“Export Laws”) to assure that 
neither the Software nor any direct product thereof are (A) exported, directly or indirectly, in 
violation of Export Laws; or (B) are intended to be used for any purposes prohibited by Export Laws. 
Customer will indemnify A51 for any losses, costs, liability, and damages, including reasonable 
legal fees, incurred by A51 as a result of failure by Customer to comply with this Section. A51 may, 
from time to time, deny Customer the right to license in certain countries in order to protect A51’s 
interests. U.S. Government Rights. The Software is a “commercial item”, as that term is defined at 
48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer 
software documentation”, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, 
e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users 
acquire the Software with only those rights set forth herein.

Article IV.11: General
----------------------

   a. WAIVER. The waiver of one breach hereunder shall not constitute the waiver of any other or 
      subsequent breach. No amendments, modifications or supplements to this Agreement shall be 
      binding unless in writing and signed by the parties.

   b. NOTICES. All notices shall be in writing and delivered: personally; by fax or email; by 
      overnight delivery service with a nationally recognized service that maintains a record of 
      delivery; or sent by certified mail, postage prepaid, return receipt requested, to the address 
      as notified by one party to the other party, and such notice shall be deemed to be made (a) if 
      by fax or email, when it is sent and confirmed, (b) if delivered personally or by overnight 
      mail, when received and (c) if mailed, on the fifth (5th) day after such mailing. To expedite 
      order processing, Customer agrees that A51 may treat documents faxed by Customer to A51 as 
      original documents. However, either party may require the other to exchange original signed 
      documents.

   c. GOVERNING LAW. This Agreement, and all matters arising out of or related to this Agreement, 
      except actions arising under the patent and copyright provisions of the U.S. Code, shall be 
      governed by the laws of the State of New York. The parties agree that this Agreement is not 
      subject to and shall not be interpreted by the United Nations Convention on Contracts for the 
      International Sale of Goods. No action arising out of this Agreement, regardless of form, may 
      be brought more than two (2) years after the claiming party knew or should have known of the 
      cause of action. 

   d. DISPUTES. The parties will use reasonable efforts to resolve amicably any disputes that may 
      relate to or arise under this Agreement. Any disputes that cannot be resolved will be settled 
      exclusively by arbitration, conducted in English, in accordance with the Commercial 
      Arbitration Rules of the American Arbitration Association (“AAA”) in New York, New York (the 
      “Arbitration”); however, either party may seek injunctive relief from any court of competent 
      jurisdiction. The following specific provisions will also apply to the Arbitration: (a) the 
      proceedings will be held before one arbitrator mutually selected by the parties (or if not 
      agreed by the parties within thirty (30) days of the filing of the complaint for arbitration, 
      then appointed in accordance with AAA rules); (b) the arbitrators will apply the law chosen 
      above; (c) the prevailing party will be entitled to recover, in addition to any other amounts 
      awarded, its reasonable attorney’s fees, costs, and expenses; (d) the costs of the Arbitration 
      (other than the parties’ costs and expenses) will be allocated among the parties in the 
      discretion of the arbitrators; and (e) the decision of the arbitrators will be in a writing 
      stating the facts and law upon which the decision rests and will be given no later than ten 
      (10) days following the conclusion of the necessary hearings. The Arbitration award will be 
      final, nonappealable and bind the parties, and any court having jurisdiction can enter 
      judgment upon the award.

   e. ASSIGNMENT. This Agreement is not assignable or otherwise transferable (including by operation
      of law, merger, or other business combination) by Customer without the prior written consent of
      a51; provided, however, no consent of a51 shall be required for a transfer or assignment by
      Customer to any Affiliate of Customer or to any person or entity which acquires all or
      substantially all of the equity or assets of Customer (including by operation of law, merger,
      or other business combination), provided that, in order for such assignment to be effective,
      Customer shall provide a51 with written notice of such assignment or transfer as soon as
      practicable following the closing of such assignment or transfer.

   f. INDEPENDENT CONTRACTORS. The parties are independent contractors. Nothing contained in this 
      Agreement will be construed or implied to create an agency, partnership or joint venture 
      between the parties. At no time will either party make commitments or incur any charges or 
      expenses for or on behalf of the other party. 

   g. THIRD PARTY BENEFICIARIES. This Agreement is intended to be for the sole and exclusive benefit 
      of the parties hereto, A51’s suppliers, and their respective successors and permitted assigns. 
      Nothing contained in this Agreement is intended or shall be construed to give any other person 
      any legal or equitable right, remedy, or claim under or in respect to this Agreement or any 
      provision herein contained.

   h. SEVERABILITY. If any provision or portion thereof of this Agreement is held to be invalid or 
      unenforceable, the remaining provisions will remain in full force.

   i. ENTIRE AGREEMENT. This Agreement, including its terms and conditions and its attachments and 
      amendments, is a complete and exclusive statement of the agreement between the parties, which 
      supersedes all prior or concurrent proposals and understandings, whether oral or written, and 
      all other communications between the parties relating to the subject matter of this Agreement. 