EVALUATION LICENSE AGREEMENT FOR ACCONEER MATERIALS
IMPORTANT – READ CAREFULLY
This Evaluation License Agreement (“ELA”) is made between the company you represent (a single legal entity, who
will be referred to in this ELA as “Licensee”) and Acconeer AB, a company incorporated under the laws of Sweden
(hereinafter “ACCONEER”) for the software licensed materials that accompany this ELA, including any associated
media, printed materials and electronic documentation (the “Licensed Materials”). The Licensed Materials include
any software updates and supplements, that Acconeer may provide Licensee or make available to Licensee after the
date Licensee obtains the Licensed Materials to the extent that such items are not accompanied by a separate license
agreement or other terms of use.
1. DEFINITIONS
1.1 “Acconeer API” means the application programming interface designated as “Acconeer API” which is a set of
functions and procedures that allow the creation of applications which access the Software.
1.2 “Affiliate” of a Party means a company or other legal entity which is controlled by such Party. For the
purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of
the voting rights of the controlled or commonly controlled entity.
1.3 “Agreement” means this Evaluation License Agreement concluded between Acconeer AB and Licensee.
1.4 “Deliverables” means:
• Acconeer AB Radar development platform XC211, XR212, XR211, XE212, and XE211
• Acconeer AB Radar software
• Acconeer AB Radar Sensor A212, and A211
including any copies, updates and upgrades of the above deliverables, and all information relating thereto,
regardless in which format it is provided.
1.1 “Effective Date” means the date when both Parties have duly signed this Agreement as set out in Article 5.1.
1.2 “A2 Sensor” means Acconeer AB’s sensor as specified in the Deliverables.
1.3 “Software” means the software delivered as part of the Deliverables.
1.4 “Source Code” means those parts of the Software that are delivered in human readable form, so called
“source code”.
2. LICENSE GRANT
2.1 Acconeer AB hereby grants to Licensee a non-exclusive, non-transferable, worldwide, limited license to use,
during the term of this Agreement, the Deliverables solely for the purpose of internal evaluation of the
Deliverables.
For the avoidance of any doubt, the Software and the A2 Sensor, both part of the Deliverables, must solely
and always be used in combination with each other, i.e. Licensee is prohibited to use one separately from
the other.
2.2 Nothing in this Agreement shall be construed as granting to Licensee the right to develop, manufacture,
market, license, sell or otherwise distribute the Deliverables or any part thereof, or containing the
Deliverables in whole or in part.
2.3 Save as expressly stated in Error! Reference source not found.. Licensee may not modify, adapt, correct
errors, improve, upgrade, enhance, translate, reverse engineer, decompile, disassemble or lend the
Deliverables for any purpose, nor to convert the whole or any part of the Deliverables from object code to
source code or create derivative works based on the Deliverables.
2.4 The Licensee may develop necessary software and hardware, that utilizes the Deliverables, which is needed
for conducting evaluation of the Licensee use case.
2.5 Licensee agrees not to take any actions that may subject the Software, in whole or in part, to all or part of any viral license obligations of any open source software or other publicly available software, or which would
otherwise place the Software at risk of contamination by third party software.
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2.6 Licensee shall not use any information derived from the Deliverables to develop or market any products which
are substantially similar in its function to any part of the Deliverables.
2.7 Licensee shall not capture, record, analyze, reverse engineer, process or store any information derived from
the Deliverables unless such data has been retrieved from the Acconeer API as permitted under this
Agreement.
2.8 Licensee hereby recognizes that Acconeer AB and its licensors are and shall remain the exclusive owners of
the entire right, title and interest in and to any and all trademarks, trade names, patents, copyrights, designs
and other intellectual property rights relating to the Deliverables, including any changes to the Deliverables
made by Acconeer or Licensee as a result of this Agreement. It is understood that Licensee shall not acquire
and shall not claim any right, title or interest in or to any such intellectual property rights or goodwill
pertaining thereto by virtue of its activities hereunder or by any other reason.
2.9 Licensee agrees that Licensee will not knowingly export or re-export or import products, technology or any
Confidential Information of the other Party, directly or indirectly, to any country to the extent export to such
country at the time of export/import requires an export license or other governmental approval under any
export control laws or regulations, without first obtaining such license or approval.
3. CONFIDENTIALITY AND NON-DISCLOSURE
3.1 The Deliverables include confidential and proprietary information pertaining to Acconeer AB or its licensors
and may include trade secrets. In addition thereto, Acconeer AB may disclose other information marked and
designated as confidential or proprietary (“Confidential Information”). Licensee may only use the Deliverables
and Confidential Information (including for the avoidance of any doubt any and all techniques, know-how,
ideas embodied and expressed in such information or deliverables) for the limited purpose set out in article
2.1 above and strictly in accordance with this Agreement. Licensee shall take necessary precautions to
maintain the confidentiality of the Deliverables and Confidential Information provided by Acconeer AB under
this Agreement.
3.2 Licensee undertakes to keep confidential and not disclose, provide or make available any part of the
Deliverables or Confidential Information to any person other than its employees or employees of its Affiliates
strictly on a need to know basis for the purpose set out in this Agreement. Licensee shall not remove any
proprietary, copyright, trade secret and warning legends from the Deliverables or Confidential Information.
Licensee also agrees to not disclose any of the Deliverables or Confidential Information to employees that are
working with the development of competing radar solutions within the Licensee’s business.
3.3 Licensee undertakes and agree, during the validity of this Agreement and for an unlimited period of time
thereafter, not to divulge, distribute or dispose of the Deliverables, the Confidential Information or any part
thereof to any third party. Any disclosure of the Deliverables or Confidential Information by Licensee to any
unauthorized person or any use of the Deliverables or Confidential Information in conflict with the terms and
conditions of this Agreement could subject Acconeer AB to substantial and irreparable harm.
3.4 Licensee warrants that all employees having access to the Deliverables and Confidential Information have
undertaken confidentiality obligations on terms no less onerous than (i) Licensee’s internal confidentiality
policies as regards Licensee’s own information and products of like sensitivity and importance and (ii) what is
stated herein, and that such confidentiality terms include an obligation to maintain confidentiality also after
termination or expiry of the employment with Licensee.
3.5 Licensee is liable towards Acconeer AB for any damages incurred due to a failure by Licensee, its Affiliates s or
any employees having access to the Deliverables or Confidential Information to comply with the provisions
in this Section 3.
3.6 Notwithstanding this Section 3, Licensee shall not be prevented to disclose the Deliverables or Confidential
Information if (i) such disclosure is in response to a valid order of a court or any other governmental body
having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that
Licensee, to the extent possible, has given prior written notice to Acconeer AB to allow it to seek protective
or other court orders, and provided that Licensee has made all reasonable efforts to protect the Deliverables
and Confidential Information in connection with such disclosure.
3.7 Subject to applicable stock exchange rules and regulations, neither Party shall, without securing the prior
written consent of the other Party, make it publicly known that this Agreement has been entered into by the
Parties.
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3.8 Notwithstanding the above, Acconeer AB is entitled to inform a third party supplier that Licensee is a licensee
of Acconeer AB for any of the Deliverables, if there is contractual obligations to do so and provided that the
third party supplier undertakes to treat the information as confidential.
4. LIMITATION OF LIABILITY
4.1 The Deliverables and Confidential Information disclosed under this Agreement are delivered “AS IS”.
Acconeer AB does not warrant that the Deliverables, Confidential Information, or part thereof are without
defects or that the Software will function without interruptions or will be error free, and Licensee may
therefore not make any claims to Acconeer AB to that effect. All representations or warranties, whether
expressed or implied, including warranties or conditions for fitness for a particular purpose, merchantability,
title and non-infringement, are hereby disclaimed. Acconeer AB has no obligations to pay any damages
whatsoever under this Agreement.
4.2 In no event shall Acconeer AB be liable (i) for incidental, indirect, special, exemplary or consequential
damages, nor (ii) for loss of use or data, or production, or lost profits, savings or revenues of any kind (whether
direct, indirect or consequential).
5. TERM AND TERMINATION
5.1 This Agreement shall come into force on the Effective Date and shall expire automatically twelve (12) months
from the Effective Date without prior notice, unless and to the extent this Agreement is earlier superseded
by stipulations of any other agreement between the Parties with respect to the Deliverables.
5.2 Acconeer AB may terminate this Agreement upon twenty (20) days written notice.
5.3 Upon expiration or termination of this Agreement for whatever cause, the license granted to Licensee under
this Agreement shall automatically terminate and Licensee is prohibited from further use of the Deliverables
and Confidential Information. All Deliverables and Confidential Information shall as soon as possible be
returned to Acconeer and or, upon Acconeer’s request, be destroyed, and Licensee shall certify in writing that
such return and or destruction has occurred.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement shall be governed and interpreted, and all rights and obligations of the Parties shall be
determined, in accordance with the laws of Sweden, without regard to any conflict of laws rules which would
lead to the application of the laws of any other jurisdiction. The Parties explicitly agree that the provisions of
the United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to this Agreement.
6.2 The Parties shall use their best efforts to settle any differences by amicable negotiations, which may occur
between them in connection with this Agreement. If the Parties fail to reach such an amicable settlement
within thirty (30) days from the commencement of the amicable negotiations, either Party may refer such
differences to arbitration as provided below.
6.3 Any and all dispute, controversy or claim arising out of or in connection with this Agreement, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of
Arbitration of the Stockholm Chamber of Commerce (“SCC”) by one or more arbitrators appointed in
accordance with said rules. The arbitral proceedings shall be conducted in the English language and shall take
place in Malmö, Sweden. All awards are binding upon the Parties and may if necessary be enforced by any
court having jurisdiction in the same manner as a judgment in such court.
6.4 Arbitral proceedings conducted under this Agreement and the content of any arbitration award shall be kept
strictly confidential, and all documentation and materials in whatever form disclosed under such proceedings
shall be used solely for the purpose of the proceedings.
6.5 Notwithstanding the aforesaid, nothing in this Article 6 shall prevent the Parties from seeking any interim or
final injunctive or equitable relief by a court of competent jurisdiction.
7. MISCELLANEOUS
7.1 This Agreement contains the entire agreement between the Parties on the subject matter of this Agreement,
and supersedes all representations, undertakings and agreements previously made between the Parties with
respect to the subject matter of this Agreement. Any amendment to this Agreement shall be agreed in writing
and be duly signed by the Parties hereto and shall make reference to this Agreement.
7.2 Any notice, request, demand, consent or other communication which is required hereunder shall be in writing
and in English and shall be deemed given only if delivered personally or sent by telefax or by registered or
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certified mail to the address of a Party stated in the preamble. Such addresses may be changed by written
notice in the manner set forth above.
7.3 Those provisions in this Agreement, which by their nature need to survive the termination or expiration of
this Agreement, shall survive termination or expiration of the Agreement, including but not limited to 2.8, 3
(CONFIDENTIALITY AND NON-DISCLOSURE), 4 (LIMITATION OF LIABILITY), 6 (GOVERNING LAW AND DISPUTE
RESOLUTION) and 7.3.
THE LICENSED MATERIALS ARE LICENSED TO LICENSEE ON THE CONDITION THAT LICENSEE ACCEPTS ALL
THE TERMS AND CONDITIONS OF THIS ELA. BY CLICKING ON THE “I ACCEPT” BUTTON OR BY INSTALLING,
COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS, LICENSEE AGREES
TO BE BOUND BY THE TERMS OF THIS ELA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS ELA, DO
NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
