PRONETIQS END USER LICENSE AGREEMENT
Version 1.0 (July 2025)

This End User License Agreement (“EULA”), together with the applicable Supplemental Terms (collectively referred to as this “Agreement”), is entered into between Pronetiqs B.V. (“PRQS”) and the customer accepting this Agreement (“Customer”).

Acceptance of this Agreement may occur by way of manual or electronic signature, or through an electronic system designated by PRQS.

Within such electronic system, the Customer will be prompted to indicate acceptance of these terms by clicking a designated button. By clicking the button or by using the Products or Services, the Customer acknowledges that it has read, understood, and agreed to be bound by these terms.

If the Customer does not accept this Agreement, it must return the Product(s) to PRQS or its authorized solution partner, prior to installation or use, in order to receive a refund.

 

1.DEFINITIONS

 

 “API” means application programming interface.

 

“Documentation” means user documentation provided by PRQS for Software, Hardware, or Services, in print, online, embedded as part of a help function, or in license files, “read me” files, header files, or similar files. Documentation includes license specifications, technical specifications, API information, and instructions for use.

 

“Hardware” means hardware equipment, devices, accessories, and parts delivered by PRQS hereunder, including firmware incorporated therein.

 

“Maintenance Services” means Product maintenance, enhancement, and technical support services provided by PRQS.

 

“Order” means an order form (Order Form), statement of work (SOW), Licensed Software Designation Agreement (LSDA), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Products and Services ordered by Customer and any associated fees and (ii) has been agreed by manual or electronic signatures of both parties or agreed through an electronic system specified by PRQS. In the electronic system, Customer will be prompted to accept by clicking a button.

 

“Products” means Software, Hardware, and Documentation.

 

“Professional Services” means training, consulting, engineering or other professional services provided hereunder by or on behalf of PRQS, typically pursuant to a statement of work (SOW).

 

“Services” means Maintenance Services and Professional Services.

 

“Software” means software licensed by PRQS to Customer hereunder and made available for download or otherwise delivered to Customer for installation, including updates, modifications, design data, and all copies thereof. Software includes associated APIs, as well as scripts, toolkits, libraries, reference or sample code, and similar materials. “PRQS IP” means all patents, copyrights, trade secrets, and other intellectual property rights in or related to Products or Services.

 

“Supplemental Terms” means those separate terms and conditions that apply to Products or Services as attached hereto, set forth or referenced in an Order, or otherwise agreed by the parties.

 

2. ORDERS

 

2.1 Ordering Products or Services.

 

The parties may enter into one or more Orders for Products or Services under this Agreement. Each Order is binding on the parties and is governed by the terms of this EULA and all applicable Supplemental Terms.

 

2.2 Delivery of Software.

 

Delivery of Software occurs when PRQS makes Software available to Customer via electronic download from a website specified by PRQS or physically. Physical shipment of the media -also via a third party and/or as part of a third party product- may be done at PRQS’s option, as an accommodation to Customer, or because certain elements of the Software are not available for electronic download.

 

2.3 Payment.

 

Unless specified otherwise in the applicable Order, fees related to Products and Maintenance Services are invoiced in advance and Professional Services will be invoiced as a single charge upfront.. Fees relating to PRQS Products or Services purchased from an authorized PRQS partner shall be paid directly to PRQS.

 

3. SOFTWARE LICENSE

 

3.1 License Grant and Conditions

 

(a) License Grant.

PRQS hereby grants Customer a non-exclusive, non-transferable, limited license to install and use the Software and related Documentation solely for Customer’s internal business purposes, during the term specified in the applicable Order and subject to the relevant Supplemental Terms. Unless expressly stated otherwise in this Agreement, the Software is provided in object code format only. The Software constitutes a trade secret of PRQS or its licensors. Ownership of and title to the Software and PRQS IP remain vested in PRQS or its licensors. All rights in the Products and PRQS IP not expressly granted under this Agreement are hereby reserved by PRQS.

(b) License Compliance.

PRQS reserves the right to incorporate a license usage verification mechanism into the Software in order to detect unauthorized use. Such mechanism shall not transmit or disclose any technical or business data processed by the Customer through the Software.

(c) Third-Party and Open Source Software.

The Products may contain components developed by third parties, including open source software (“Third-Party Technology”), which are subject to separate license terms issued by the respective licensors (“Third-Party Terms”). These Third-Party Terms are identified in the Documentation and apply solely to the relevant Third-Party Technology. Where applicable Third-Party Terms require PRQS to provide source code, PRQS will make such source code available upon Customer’s written request, provided that Customer reimburses any applicable shipping or handling costs.

 

3.2 Customer Responsibilities

 

(a) Transfer and Remarketing of Software.

 

Unless otherwise provided in this Agreement or required to be permitted by applicable law, Customer will not cause or permit the transfer, loan, lease, publication, or use of Software to or for the benefit of any third party without the prior written consent of PRQS.

 

(b) Reverse Engineering, Modification, Use of APIs.

 

Customer will not reverse engineer, decompile, or otherwise attempt to discover the source code of Software. Customer will use Software provided in source code form only to modify or enhance Software for its authorized use. Customer will not otherwise modify, adapt, or merge Software. Customer will not subject Software to any open source software license that conflicts with this Agreement or that does not otherwise apply to such Software. Customer will not use Software for the purpose of developing or enhancing any product that is competitive with Software. Customer will only use APIs identified as published in the Documentation and only as described therein to support the authorized use of Software. The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable law.

 

(c) Third Party Hosting of Software; Indemnity.

 

Customer may allow a third party (a “Hosting Provider”) to host the Software on its behalf, provided that: (i) PRQS has given prior written consent, and (ii) Customer remains fully responsible for compliance with this Agreement. PRQS may require that the Hosting Provider signs a separate agreement as a condition for such consent.

 

If the Hosting Provider’s involvement leads to a breach of this Agreement, such breach will be deemed a breach by Customer. Customer will take immediate action to stop any unauthorized access or use of the Software and shall inform PRQS without delay of any suspected non-compliance.

 

If the Hosting Provider or its business comes under the control of a third party, Customer must inform PRQS, who may revoke its consent. Customer shall indemnify PRQS for any losses or claims resulting from the Hosting Provider’s failure to comply with this Agreement.

 

(d) Security.

 

Customer is responsible for the security of Customer’s systems and data, including Products on Customer’s systems. Customer will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans.

 

(e) Third-Party Claims.

 

Customer acknowledges that PRQS does not control Customer’s processes or the creation, validation, sale, or use of Customer’s products. PRQS will not be liable for any claim or demand made against Customer by any third party, except for PRQS’s obligations to indemnify Customer against infringement claims as expressly set forth herein.

 

(f) Responsibility for Users.

 

Customer is liable for a breach of this Agreement by any user of the Products or Services. If a Customer affiliate accesses or uses Products or Services, PQRS may enforce its rights directly against that affiliate.

 

(g) Host Identifier.

 

Customer will provide PRQS with sufficient information, including the host identifier for each workstation or server upon which the license management portion of Software will be installed, for PRQS to generate a license file enabling Software access per the scope of the licenses granted under each Order.

 

(h) Information Obligations; Audit.

 

Customer will provide information or other materials that PRQS reasonably requests to verify Customer’s compliance with this Agreement. Audits of Customer’s usage of installed Software may be conducted as self-audits by Customer using the inventory tools provided by PRQS. If Customer is unable or unwilling to use the tools in self-service, PRQS or its authorized agents may access Customer’s facilities to perform the audit.

 

4. WARRANTIES AND DISCLAIMERS

 

4.1 Defects.

 

PRQS warrants that, for a period of 90 days following the date Software is initially made available to Customer under an Order, it will provide the material features and functions described in the Documentation. The foregoing warranty excludes (i) Software provided at no charge, (ii) Software that is designated as retired or not generally supported as of the date of the Order. PRQS’s entire liability and Customer’s exclusive remedy for a breach of this warranty will be, at PRQS’s option, to correct or work around errors, or replace defective Software or refund license fees paid for defective Software returned by Customer.

 

4.2 Disclaimer.

 

PRQS MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT. REPRESENTATIONS ABOUT PRODUCTS, FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL INFORMATION, NOT A WARRANTY OR GUARANTEE. PRQS DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE Unrestricted IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. PRQS DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

 

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

 

5.1 Limitation of Liability.

 

THE ENTIRE, COLLECTIVE LIABILITY OF PRQS, PRQS’S AFFILIATES, PRQS’S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO PRQS FOR THE SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO PRQS’S INDEMNITY OBLIGATION IN SECTION 5.2. IN NO EVENT WILL PRQS, PRQS’S AFFILIATES, PRQS’S LICENSORS, OR THEIR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH DAMAGES WERE FORESEEABLE. FOR PRODUCTS AND SERVICES PROVIDED AT NO CHARGE, PRQS, PRQS’S AFFILIATES, PRQS’S LICENSORS, AND THEIR REPRESENTATIVES, SHALL HAVE NO LIABILITY WHATSOEVER. CUSTOMER MAY NOT MAKE A CLAIM UNDER THIS AGREEMENT MORE THAN TWO YEARS AFTER THE EVENT GIVING RISE TO THE CLAIM IS OR SHOULD HAVE BEEN DISCOVERED BY CUSTOMER.

 

5.2 Intellectual Property Infringement Indemnity

 

(a) Indemnification for Infringement Claims

PRQS shall, at its own expense, defend and indemnify Customer against any claim brought by a third party alleging that a Product infringes a copyright, trade secret, or a patent or trademark issued or registered in the United States, Japan, or a member country of the European Patent Organisation. PRQS will pay all damages finally awarded by a court of competent jurisdiction or agreed upon in a settlement, provided that Customer: (i) promptly notifies PRQS in writing of the claim, (ii) provides all relevant information and reasonable cooperation, and (iii) grants PRQS sole control over the defense and any settlement negotiations. PRQS will not admit liability or enter into any settlement involving Customer without Customer’s prior written consent, which shall not be unreasonably withheld.

 

(b) Injunction

If Customer is permanently enjoined from using a Product as a result of such a claim, PRQS shall, at its own discretion and expense, either: (i) procure for Customer the right to continue using the Product, (ii) modify or replace the Product to make it non-infringing, or (iii) if neither option is reasonably available, refund to Customer the fees paid for the affected Product, calculated pro rata for the remaining term of the license, or amortized over a period of 60 months in the case of perpetual hardware or licenses, upon return of the Product. PRQS may also take such remedial measures before an injunction is formally issued.

 

(c) Exclusions

Notwithstanding anything to the contrary, PRQS shall have no liability or obligation under this Section if the infringement claim arises from: (i) use of an outdated version of the Product where a non-infringing version is available, (ii) failure to implement a correction, update, or new release offered by PRQS, (iii) use of the Product in combination with non-PRQS software, equipment, data, or products, (iv) use of Products provided free of charge, (v) use of Products that have been retired or are not generally supported at the time of the Order, (vi) deliverables resulting from Professional Services, (vii) any modification, configuration, or adjustment of the Product not made by PRQS, or (viii) use based on Customer’s instructions, specifications, or guidance.

 

(d) Sole and Exclusive Remedy

This Section 5.2 states PRQS’s sole and exclusive liability and Customer’s sole and exclusive remedy with respect to any third-party intellectual property infringement claims.

 

6. TERMINATION

 

6.1 Termination.

 

Licenses for a limited term terminate upon expiration of the term. PRQS may immediately terminate this Agreement or any Product license granted or Services provided hereunder upon notice to Customer (i) for reasonable cause, including, without limitation, Customer’s unauthorized installation or use of PRQS software, Customer filing or being filed in bankruptcy, Customer ceasing to do business, or any breach of Sections 2.3, 3, 7, or 8 of this EULA, (ii) in order to comply with the law or requests of governmental entities, or (iii) for any other breach that remains uncured after 30 days’ notice thereof.

 

6.2 Effect of Termination.

 

Upon termination of this Agreement, the licenses granted and Services provided hereunder automatically terminate. Upon termination of any license, Customer will immediately remove and destroy all copies of Software, Documentation, and other PRQS Confidential Information, and certify such removal and destruction in writing to PRQS. No refund or credit will be given as a result of termination under Section 6. Termination of this Agreement or any Services or license granted hereunder will not relieve Customer of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination. Sections 2.3, 2.4, 4.2, 5.1, 6.2, 7, 8.5 survive termination of this Agreement.

 

 

 

7. CONFIDENTIALITY AND DATA PROTECTION

 

7.1 Confidential Information.

 

“Confidential Information” means all information disclosed by one party or any of its affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person. PRQS Confidential Information includes the terms of this Agreement, Products, Services, PRQS IP, and any information Customer derives from benchmarking the Products or Services. The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its employees, affiliates’ employees, consultants, contractors, and financial, tax and legal advisors; and with respect to the use of Products or Services solely as authorized by the agreed license terms, or except as otherwise authorized by the disclosing party or this Agreement; (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from unauthorized use or disclosure by using the same means it uses to protect its own confidential information of similar nature, but in any event not less than reasonable means. The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section by each of its recipients. PRQS and its affiliates may name Customer as a customer on their websites and in customer lists and other marketing materials.

 

7.2 Exclusions.

 

The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality; (iii) was in the receiving party’s possession without an obligation of confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party’s Confidential Information; or (v) is required to be disclosed by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.

 

 

8. ADDITIONAL TERMS AND CONDITIONS

 

8.1 Assignment.

 

This Agreement will extend to and be binding upon the successors and permitted assigns of the parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Customer without the prior written consent of PRQS.

 

 

8.2 Feedback.

 

If Customer provides any ideas or feedback regarding any Products or Services, including suggestions for changes or enhancements, support requests (including any related information), and error corrections (collectively “Feedback”), Feedback may be used by PRQS without condition or restriction.

 

8.3 Force Majeure.

 

Neither party will be liable for delay or failure to perform any obligations under this Agreement (except with respect to any payment obligations) due to any cause beyond its reasonable control. The delayed party will promptly notify the other party of any such event.

 

8.4 Notices.

 

Notices relating to this Agreement will be in writing and sent to the party’s address as specified in the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other party.

 

8.5 Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Prior to initiating any legal proceedings (except for interim or injunctive relief as set out below), the parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement in good faith. Upon written request of either party, a meeting shall be held within fourteen (14) calendar days between at least one director or equivalent senior officer of each party, either in person or via video conference. If the dispute is not resolved within thirty (30) calendar days after such meeting has taken place (or after the request was made, if no meeting occurred), either party may initiate legal proceedings as provided below.

All disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court of Rotterdam, the Netherlands.

Nothing in this clause shall restrict either party’s right to seek interim or injunctive relief intended to preserve the status quo or to obtain urgent protective measures in any court of competent jurisdiction worldwide.