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Version: v0.6

License Agreement

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Be aware the Kiwa eLicense SDK eLicense is governed by a license agreement and is proprietary. Licensees will have source code access

1. Grant of License​

Sphereon International B.V. (“Licensor”) grants Licensee a limited, non-exclusive, non-transferable, revocable license to install, access, and use the Software, including the Source Code provided under this Agreement, solely for Licensee’s internal business purposes, during the Term, and only in accordance with the terms of this Agreement.

2. Source Code Access and Restrictions​

2.1 Access Rights​

Source Code is provided to Licensee as part of the licensed Software to permit internal customization, debugging, and audit.

2.2 No Redistribution​

Licensee shall not:

  • disclose, sublicense, lease, loan, rent, sell, transfer, assign, or otherwise make available the Source Code (or any modifications thereof) to any third party;
  • publish, host, or distribute the Source Code in any form;
  • use the Source Code to create derivative products intended for commercial distribution or competing services.

2.3 Permitted Copies​

Licensee may make a reasonable number of copies of the Source Code solely for internal use and backup purposes. All copies must include Licensor’s copyright and proprietary notices.

3. Modifications and Derivative Works​

3.1 Internal Use Only​

Licensee may modify the Source Code for internal business purposes only. Any modifications or derivative works remain subject to this Agreement.

3.2 Ownership​

All intellectual property rights in modifications or derivative works are retained by Sphereon International B.V., except to the extent Licensee’s confidential business information is embedded. Licensee hereby assigns such rights to Sphereon International B.V.

4. Confidentiality​

4.1 Confidential Information​

Licensee acknowledges that the Source Code constitutes confidential and proprietary information of Sphereon International B.V.

4.2 Obligations​

Licensee shall protect the Source Code with at least the same degree of care it uses to protect its own confidential information, and not less than a reasonable degree of care.

4.3 Exceptions​

Disclosure is permitted only to employees and contractors of Licensee who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

5. Prohibited Acts​

Licensee shall not, except as expressly permitted herein:

  • reverse engineer, disassemble, or decompile the Software, except as required by applicable law for interoperability;
  • disclose results of benchmark tests without Sphereon International B.V.’s prior written consent;
  • remove or modify any proprietary notices or markings in the Software or Source Code.

6. Term and Termination​

6.1 Term​

This Agreement is effective as of the Effective Date and continues until terminated.

6.2 Termination for Breach​

Sphereon International B.V. may terminate this Agreement immediately upon notice if Licensee breaches any material term (including unauthorized use, copying, or disclosure of Source Code).

6.3 Effect of Termination​

Upon termination, Licensee must immediately cease all use of the Software and Source Code, and destroy all copies in its possession or control.

7. Ownership and Intellectual Property​

Sphereon International B.V. retains all rights, title, and interest in and to the Software and Source Code, including all modifications and derivative works, except as expressly licensed herein. No rights are granted by implication.

8. Limitation of Liability​

To the maximum extent permitted by law, Sphereon International B.V. shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of the use or inability to use the Software or Source Code.

9. Governing Law and Jurisdiction​

This Agreement shall be governed by and construed under the laws of The Netherlands. Any disputes shall be resolved exclusively in the competent courts located in Amsterdam, The Netherlands.