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4.2 The Licensee shall keep records of the Licensee's use of Software. The Licensee shall make the records available to either IAR Systems or a
neutral third party on reasonable notice, as agreed between the parties. In the case of a neutral third party audit, IAR Systems and Licensee
shall in good faith mutually appoint an auditor. Should such an agreement not be reached within 60 days after IAR Systems notice, then the
parties agree to have Business Software Alliance conduct such an audit, or itself elect an auditor. The Licensee will permit IAR Systems or a
third party, as the case may be, to have access to the Licensee's records and computer systems and to use software audit tools on the
Licensee's systems to ensure that the Licensee is using its software in accordance with the applicable license terms. Upon the Licensee's
request, the party conducting the audit with the Licensee shall enter into a non-disclosure agreement with the Licensee, to protect the
Licensee's propriety and/or confidential information. Information retrieved and/or conveyed to IAR Systems as a result of such an audit as
here described shall be limited as to only ensure that the Licensee is using its software in accordance with the applicable license terms, or
evidence of the contrary.
4.3 Subject to the other terms herein, and with the Licensee as fully responsible for all actions or omissions of such a consultant, Licensee
may let a consultant use the Software for work solely on behalf of the Licensee for the licensed purpose and provided that the Software is not
used for any other purpose or third party.
4.4 Upon each and every breach by the Licensee hereunder a contractual penalty amounting to 200% for breach under sections 3.2, 3.3, 3.4,
3.5, 3.6, 3.11, 4.1 or 4.3 and 1000% for breach under section 3.8 of the applicable licensee fee under the relevant Invoice is payable by the
Licensee to IAR Systems. In case IAR Systems' actual damage due to the breach would exceed this amount, also the remainder shall be paid
by the Licensee, see also Section 3.8.
5. CONFIDENTIALITY
5.1 The Licensee agrees that all material and information relating to the Software is made available for the use solely under and in
accordance with this Agreement. The Licensee has no right at any time during or after cancellation or termination of this Agreement to
disclose such material and/or information relating to the Software, whether directly or indirectly, to any third party without IAR Systems' prior
written approval. The Licensee shall hold harmless, defend, and indemnify IAR Systems from and against any and all losses, costs, damages,
and expenses arising out of or in connection with the Licensee's failure to comply with requirements of this Article 5. The Licensee's
confidentiality obligations hereunder shall survive cancellation or termination, for any reason, of this Agreement.
6. PAYMENT TERMS AND CONDITIONS
6.1 In consideration of the rights granted and services rendered by IAR Systems under this Agreement, the Licensee shall pay the license fees
for the Software as specified in the Invoice. Payments are to be made according to the payment schedule stated in the Invoice, or if not
stated, invoices are payable within 30 days of the invoice date.
6.2 If the Licensee fails to effect payment within the stipulated time, IAR Systems or IAR Distributors shall be entitled to a) charge interest
after due date as stated in the Invoice, or if not stated in the invoice, the interest charged will be the reference rate set by Sweden's central
bank (the Riksbank) + 8%. b) postpone the fulfilment of any of its own obligations until payment is made, and/or c) terminate the Agreement
by notice in writing to the Licensee and recover from the Licensee any and all loss incurred.
6.3 All prices are exclusive of, and the Licensee is responsible for, all fees and taxes, including custom duties, importation fees, sales, use,
withholding, gross revenue, and like taxes, dues, and charges assessed or incurred in connection with the provision of goods and services
under this Agreement.
7. LIMITED WARRANTY
7.1 IAR Systems warrants that the media on which the Software is recorded upon receipt by the Licensee will be free from defects in materials
and faulty workmanship under normal use for a period of ninety (90) days from the date of delivery to the Licensee. During this warranty
period IAR Systems will, at its option, after its receipt of the media in return, repair or replace, free of charge, defective media upon which the
Software was supplied and record a copy of the Software on the repaired or replacement media. Said repair or replacement shall be the
Licensee's exclusive remedy under this media warranty. Notwithstanding the foregoing, IAR Systems shall have no responsibility to repair or
replace a media which, in IAR Systems' opinion, has been damaged by the Licensee by accident, abuse, or as a result of attempted self-
maintenance service.
7.2 IAR Systems does not warrant that the Software will meet the Licensee's requirements or that the operation of the Software will be
uninterrupted and error free. The Licensee is solely responsible for the selection of the Software to achieve its intended results or for the
results actually obtained.
7.3 The above warranty does not apply to conditions resulting from improper use, external causes, including service or modifications not
performed by IAR Systems or a contractor appointed by IAR Systems, or operation outside the specified environmental parameters. IAR
Systems will not be responsible for operation of the Software other than on the host equipment specified in the Invoice and in conjunction
with the operating environment designated for each version of the Software. Minor deviations from the above warranty, which are of little
importance for the intended use of the Software and which do not cause more than minor inconvenience for the Licensee shall not be
considered as breaches of the above warranty.
7.4 THE ABOVE WARRANTY IS IAR SYSTEMS' ONLY WARRANTY WITH REGARD TO THE SOFTWARE AND THIS AGREEMENT AND,
SAVE AS PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTY OR CONDITION, EXPRESSED OR IMPLIED, WILL APPLY, AND THE
LICENSEE WILL NOT RAISE ANY OTHER CLAIMS BASED ON THE PERFORMANCE OR LACK OF PERFORMANCE OF THE SOFTWARE.
IAR SYSTEMS SPECIFICALLY EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ABILITY TO
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SP00D00171 2019-07-02 Robert Bosch GmbH