End User License Agreement

1.1 For the purposes of this End User License Agreement (this “EULA”) the term “Software” shall mean the software in the object code, the version and the specification indicated in the software product data sheet of Unicon GmbH (“Unicon”). The Software consists of machine-readable instructions and/or printed documentation and related licensed materials. By installing or copying the Software you agree to be bound by the terms of this EULA.

1.2 Please read this EULA carefully before you use the Software. If you do not agree with the license terms in this EULA, you are not permitted to use the Software and have to immediately return any and all copies of the Software and all accompanying items to Unicon or the reseller who supplied you with the Software, including an appropriate proof of purchase for a refunding.

1.3 Any use of the Software is conditioned on the proper payment of the applicable license fees. If you do not pay the license fees due and/or you do not comply with essential terms and conditions of this EULA, Unicon reserves the right to withdraw the license granted to you under this EULA. In case of such withdrawal, you shall immediately return or destruct any and all copies of the Software in your possession and confirm the complete return of the Software copies or the destruction of these copies in writing or by electronic means of communication (e.g. e-mail). Unicon may monitor, with or without your knowledge, activities on the Internet in order to check whether the Software is still retained by you.

1.4 Unicon reserves the right to implement at any time in its own discretion additional software license keys and/or license certificates (e.g. as countermeasures against software piracy).

1.5 The Software may integrate components from third-party software suppliers. In such case you shall also comply with the applicable license terms of the respective third parties. Upon your request, Unicon shall make you available the relevant license terms.

2.1 The conditions set out under this EULA shall be binding for the use of the Software, including accessories, assistance and mask displays, if any, as well as manuals you may have acquired.

2.2 Subject to your obligations under this EULA and your compliance with all applicable laws (e.g. copyrights laws, patent rights etc.) Unicon grants you a non-exclusive, perpetual license to use the Software on the number of client computers or server computers for which you have purchased licenses. Unless you purchase additional licenses, you are not permitted to operate the Software on more than the maximum number of such client computers or server computers or on hardware that exceeds the specified type. The Software may be copied and used only within the scope of your license. You are permitted to make a backup copy of the Software for archiving purposes, provided you properly mark the copy or partial copy of the Software with the copyright notice and any other ownership information. You are permitted, in accordance with your rights as described in this EULA, to pass the Software on to a third party, provided that (a) you retain no copies, (b) you pass on the complete Software (with electronic and written accessories and manual, and each upgrade so far received), this EULA and authentication certificate, and (c) you make sure that the recipient is bound and acts in accordance with this EULA and all applicable laws. If the Software is an upgrade, you shall also pass on all previous versions and appropriate rights.

2.3 You are not permitted to copy, modify, resale or distribute the Software. You are further not permitted to re-compile, reverse-engineer, convert, revise, compile or modify the Software. You may not sub-license, assign, rent, lease or transfer the Software except as expressly permitted by this EULA or due to mandatory legal regulations.

2.4 If you have acquired the Software as a program upgrade, your license for the use of the previous version shall automatically end with the installation of the upgrade version of the Software. If parts of the previous software version are not replaced by the upgrade version, the license for the previous version continues to be effective until the leftovers of the previous software version are also replaced or deactivated or shut down in any other way.

2.5 Unless specified otherwise in the respective software description sheet of Unicon, the license for the Software – for a period of validity of 12 months – includes the right to download any generally available new versions (updates and upgrades) for the Software and use such new versions in accordance with the corresponding license terms and replacing the previous version of the Software. The period of validity starts with the first installation of the license. Updates and upgrades with new functionality require a further valid subscription. New subscription licences ensure updates and upgrades for a period of twelve (12) months as of the day the previous subscription expired. Notwithstanding the above, You acknowledge and agree that neither under the subscription license nor otherwise Unicon will be obliged to actually develop provide or generally release such updates, upgrades or new versions of the Software at any point in time, The legal remedies under section 5 shall remain unaffected.

2.6 The use of the Software is subject to the terms of delivery and business of Unicon. Unicon may in its sole discretion use technical information supplied by other users, particularly but not limited to the purposes of creating updates and further developments; insofar Unicon shall endeavour to the extent commercially and reasonably possible to keep the identity of you anonymous when using this technical information. You may order supplemental software support and maintenance services, including or excluding new releases and new versions and additional technical support services separately from authorized software resellers (“Reseller”).

As far as Unicon supplies the Software over a network or a similar distribution path and/or the internet, the following additional conditions shall apply: The Software supplied by Unicon for downloading is selected, made available and, if supplied by third parties, provided without modification. However, you are fully responsible for ensuring the most current version and usability of downloaded material for your own purposes. For the use of the Software on more than one computer or by more than one user, you must obtain separate licenses. The acquired license is not shareable; the Software may not be used jointly by several users and/or on several computers. You download the Software at your own risk. Unicon disclaims any and all liability in particular for transmission errors or problems that arise during the downloading process (e.g. line failures, connection interruptions, server failures, data corruption, etc.). The website of Unicon is operated and administered only for those countries in which Unicon has one or more offices. Unicon disclaims any and all responsibility that the Software and/or documentation can or may be downloaded from a Unicon website also in locations other than the countries mentioned above. If you access to an Unicon website from abroad, you are fully responsible for complying with any local regulations. Unicon expressly prohibits the downloading of Software and/or documentation from a Unicon website in countries where such downloading is considered illegal.

As far as not expressly stated otherwise in this EULA, all rights to the Software and the printed accompanying materials, if any, shall remain solely with Unicon. The Software and the accompanying materials may be protected by applicable laws (e.g. by copyright law, patent law, etc.). You shall not copy printed accompanying material, however, you shall be entitled to make one copy of the Software for archiving purposes. You may not modify or remove copyright or trademark protection notes from the Software. All rights and licenses, unless they are expressly granted to you in this EULA, as well as all property and usage rights related to the Software (including parts of the Software) shall fully remain with Unicon and/or its third-party licensors. These EULA license terms do not authorize you to use any brands, logos or trademarks of Unicon and/or its third-party licensors, nor are you permitted to use any other brands which are deceptively similar to the brands, logos or trademarks of Unicon. Each and any use of brands, logos or trademarks with respect to the Software and/or Unicon requires the express prior written consent of Unicon.

Any and all claims under applicable law arising out of or in connection with defects or malfunctions in the Software shall be time-barred twelve (12) months after the delivery of the Software. Your sole and only remedy in case of Software defects/malfunctions shall be the repair or -at Unicon’s sole reasonable discretion- the substitution of the Software. Minor and/or non- reproducible Software errors as well as any and all further or other legal or contractual claims based on applicable express, implied or statutory warranty concepts are explicitly disclaimed hereunder.  IN PARTICULAR UNICON AND ITS SUPPLIERS AND THIRD PARTY LICENSORS ALSO EXPRESSLY DISCLAIMS ANY AND ALL FURTHER WARRANTIES, REPRESENTATIONS, AND/OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. UNICON DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

If you acquire the Software from the Reseller, the right to install and use the Software may be subject to additional license conditions agreed upon between you as licensee and the respective Reseller. Under no circumstances shall the license granted you by the Reseller exceed the scope of the license granted under this EULA. Subject to mandatory legal regulations, Unicon disclaims any and all warranties for the Software, as well as any and all liability/claims for any violations of third parties’ rights as well as any implied warranties for the Software’s marketability and/or its suitability for a particular purpose. The disclaimer of Unicon’s liability under this Section 6 shall not apply in cases of willful or malicious behavior of Unicon.

This agreement will apply to all confidential information provided by Unicon and its suppliers and third party licensors (without regard to any termination or expiration). This applies in particular, if Unicon may disclose its development of a client or product and involves you in private preview testing. The preview version of the client or product is private information that must not be discussed with, or publicized to, third parties. This pre-release software is for testing and may not work correctly or in the manner that a commercial version may function. Certain features may be missing or disabled. For pre-release software, Unicon and its suppliers and third party licensors make no representations, warranties, or guarantees whatsoever with regard to its functionality. Unicon and its supplier and third party licensors may change or update the preview version at any time for future pre-releases or commercial availability. Unicon and its suppliers and third party licensors may also elect not to make specified pre-release features commercially available, and may elect to make a commercial version available under a different license agreement. Furthermore, Unicon does not purport to supersede, modify, or abrogate any applicable terms of use between a third party licensor and any user.

8.1 The Software may contain freeware or shareware which Unicon received from a third party. Unicon paid no license fees for the use of this freeware or shareware. Against this background, you are not charged any license fees for the use of the freeware or shareware. You recognize and accept that Unicon therefore grants you no warranties with respect to such freeware or shareware components and does not assume any liability in connection with the ownership, the distribution and/or the use of the respective freeware or shareware.

8.2 The Software may integrate open source software components that were developed according to the “open source model” and which are distributed exclusively on the basis of applicable open source software license terms and conditions, namely:
http://opensource.org/licenses
concluding BSD-2-Clause, BSD-3-Clause, GPLv2, GPLv3, LGPLv2.1, LGPLv3, MIT (X-license), zlib/libpng license, BSL 1.0

http://gnu.org
GPL 1.0: http://www.gnu.org/licenses/gpl-1.0.html
GPL 2.0: http://www.gnu.org/licenses/gpl-2.0.html
GPL 3.0: http://www.gnu.org/licenses/gpl-3.0.html
LGPL 2.1: http://www.gnu.org/licenses/lgpl-2.1.html
LGPL 3.0: http://www.gnu.org/licenses/lgpl-3.0.html

Arphic Public License:
http://ftp.gnu.org/non-gnu/chinese-fonts-truetype/LICENSE

(“Open Source Licenses”). You acknowledge and accept that the open source software components are governed exclusively by the applicable Open Source Licenses. Unicon receives neither license fees nor any other compensation for the delivered open source software components. As far as Unicon or a third party receives any compensation in connection with open source software components, it is received exclusively for additional delivery items and/or services. Because of the special nature of the development and distribution of open source software components, Unicon assumes no express or implied liability for such components and excludes any kind of warranty for such open source software components, particularly in connection with missing specifications, lack of functionality, programming errors or any other malfunctions. For the avoidance of doubt, you acknowledge and accept that the Software is based on open source software and that Unicon in particular disclaims any and all liability which may arise out of or in connection with that open source software background, unless to the extent as required by applicable mandatory laws. You agree to and guarantee to comply with any and all applicable Open Source License.

YOU ARE SOLELY RESPONSIBLE FOR THE CORRECT APPLICATION OF THE SOFTWARE. UNICON SHALL BE LIABLE WHERE UNICON‘S LIABILITY IS MANDATORY UNDER APPLICABLE LAWS E.G. FOR PERSONAL INJURY, ACCORDING TO PRODUCT LIABILITY, IN CASE OF GROSS NEGLIGENCE, INTENT, FRAUDULENT MISREPRESENTATION OR GIVEN WARRANTIES. ANY LIABILITY OF UNICON ARISING OUT OF BREACHES OF ANY FUNDAMENTAL CONTRACTUAL OBLIGATIONS SHALL BE LIMITED TO THE TYPICAL AND FORESEEABLE DAMAGE. IN CASE OF PROPERTY DAMAGES ANY UNICON LIABILITY SHALL BE LIMITED TO EUR 250,000 PER INCIDENT UP TO AN OVERALL MAXIMUM OF EUR 1,000,000 IN AGGREGATE, UNLESS FURTHER LIABILITY IS MANDATORY UNDER APPLICABLE LAW. UNICON SHALL NOT BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT, BUSINESS INTERRUPTION OR LOST REVENUE, PROFITS OR SALES, OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. UNICON SHALL NOT BE RESPONSIBLE FOR PERFORMANCE OF DAILY ACTUAL DATA SECURITY IN AN ADEQUATE MANNER IN ORDER TO INSURE ACTUALLY AND ECONOMICALLY EFFICIENT RESTORATION OF DATA IN CASE OF A LOSS. UNICON SHALL NOT BE LIABLE FOR THE LOSS OF INFORMATION AND DATA OR FOR RESTORATION OF ANY DATA. ANY OTHER LIABILITY OF UNICON WHICH MAY BE EXCLUDED OR LIMITED BUT HAS NOT BEEN LIMITED IN THIS CLAUSE OR ELSEWHERE IN THIS EULA SHALL NOT EXCEED THE AMOUNT OF EUR 250,000 PER INCIDENT UP TO AN OVERALL MAXIMUM OF EUR 1,000,000 IN AGGREGATE. UNLESS OTHERWISE PROVIDED FOR OTHERWISE BY MANDATORY APPLICABLE LAW, THE RESPONSIBILITIES AND LIABILITY OF UNICON CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE, AND YOU ACCEPT THESE RESPONSIBILITIES AND LIABILITY OF UNICON IN LIEU OF ANY AND ALL OTHER RIGHTS AND REMEDIES AVAILABLE AT LAW OR OTHERWISE, IN CONTRACT OR IN TORT, FOR ANY AND ALL CLAIMS OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR ANY OTHER AGREEMENT REGARDING ITS PERFORMANCE. NEITHER YOU NOR UNICON IS RESPONSIBLE OR LIABLE FOR THE RESPECTIVE PARTY’S NONCOMPLIANCE WITH ITS OBLIGATIONS IF THE REASON FOR SUCH NON-COMPLIANCE IS OUTSIDE THE PARTY’S CONTROL DUE TO FORCE MAJEURE.

Due to its components (i.e. the software components integrated in the Software) as well as the nature or purpose of these components, the export of the Software and/or its accompanying documents may be subject to official or regulatory approval. In cases where the Software is intended for export, you are obliged to get all approvals and authorizations required to comply with all relevant export regulations (particularly but not limited to the laws of Germany, the European Union and the United States of America). The Software may not be exported if there is reason to assume that the Software will be used in connection with nuclear, chemical or biological weapons or for missile technology. Furthermore, you may not deliver the Software to any companies or persons listed in the applicable sanction lists issued by the European Union, the German Federal Government, US export authorities or any other relevant country, e.g. European Sanctions List, Denied Persons List as well as any other valid advisory notices from the appropriate authorities as amended from time to time. Under no circumstances Unicon shall be bound to deliver Software, patches, updates or upgrades and/or provide the Software for download or to fulfill any other contractual commitments if this would be in Unicon’s view a violation of the applicable export regulations of the Federal Republic of Germany, the European Union, Japan, the United States of America or of any other countries. If you export or re-export the Software, a modification and/or a copy of it, this may be a violation of applicable export laws and a severe violation of the terms of this EULA.

If any term or condition in this EULA turns out to be invalid or unenforceable (partly or in full), the validity of all other terms and conditions remains unaffected, unless complying with the remaining terms and conditions would represent an unreasonable hardship for either contract party, even with the application of applicable legal regulations to close the legal gap. Any and all modifications and/or amendments to these license terms and conditions are only valid if they are made in writing. This EULA and its stipulations shall be governed by the laws of the Federal Republic of Germany. The courts of Karlsruhe shall be competent for any and all dispute arising out of and/or in connection with this EULA.

In case of any question related to this EULA, please contact:

Unicon GmbH
Ludwig-Erhard-Allee 26
D-76131 Karlsruhe,
Tel. +49-721-96451-0,
Internet: www.unicon.com or www.myelux.com
e-Mail: info@unicon.com