Software License Conditions 1. Object of Contract Object of the Contract is the Software including the perpetual right to use it in consideration of an one-time license fee as identified in the order confirmation/the contract between Customer and EAT (hereinafter: Contract). 2. Right to Use 2.1 Against payment of the agreed license fee, EAT grants the Customer the nonexclusive right to use the Software identified in the Contract for its own production operation. “Software” in terms of these conditions shall mean a machinereadable data processing program (object program) recorded on a data carrier, complete with accompanying documentation (at the discretion of EAT in either printed or machine-readable form). EAT is not obliged to deliver the source code or a back-up copy. The license is for use on one hardware unit only, unless explicitly agreed otherwise. In case of use on another hardware unit, EAT is entitled to an adequate fee for the services related to such change. The right to use the application software and the supporting software (e.g., for remote service or administration of security functions) is non-severable. EAT reserves all rights pertaining to modification and/or development of the Software and/or derivative work, except for the right of modification by the Customer according to clause 2.2 of the present conditions. The Customer is entitled to use the Software by installation, complete or partial down-loading, indication/ display, operation, transference or recording, and the Customer may by these activities observe the proper operability of same, examine and test the Software to determine the basic considerations and principles of a program element, however without providing itself access to the source code. 2.2 The Customer is entitled to decompile the Software to the extent necessary to achieve information related to the Software’s interoperability with an other software and/or hardware, provided such information has neither been published nor made accessible in a different way, nor has the Customer been advised of such information upon its previous request. The Customer undertakes to inform EAT on the extent of the decompilation. EAT may object to such decompilation in case such decompilation constitutes disclosure of knowledge which is confidential. Customer may only make one copy of the Software for back-up purposes, which must carry the copyright notice of EAT. The printed documentation must not be copied. 2.3 The Customer undertakes not to make the Software and copies thereof accessible to third parties. The Customer’s employees and other persons using the Software in correspondence with these conditions at the Customer’s premises are not “third parties” if previously bound in writing to observe the said conditions. 2.4 The Software is protected against copying by a product key and a time code (dongle). To enable its use after transference onto another data carrier or onto an other hardware unit, the Customer needs a new product key. EAT undertakes to deliver the product key upon written request as soon as the Customer evidences on which data processing unit the Software will be exclusively used, and that no further Software copies exist (except on the data carrier supplied by EAT) against payment of an adequate fee. EAT is entitled to request verification online. In case of loss of a dongle the Customer may continue to use the Software only against additional regular license fee, unless he can prove to the satisfaction of EAT that the dongle got finally lost. 2.5 Transference and/or assignment of Software to third parties is/are admissible only if the Customer has satisfied its payment obligations and abandoned its own technical and/or commercial use (including rent, lease or any other assignment of use against repeated payments), provided that EAT has consented in writing. Such consent shall be given subject to fulfilment of the afore-said preconditions and the Customer’s certificate that it is not in the possession of any Software copies and the third party’s written acknowledgement of the then prevailing Software License Conditions of EAT. 2.6 Any further use of the Software by the Customer or third parties is subject to written agreement with EAT. 3. Delivery / Installation The Software will be delivered on the data carrier mentioned in the Contract at the time specified therein. Delivery time is understood ex works, also if EAT undertakes dispatch. Place of fulfilment is Krefeld. Software installation will be done by the Customer if the hardware required for Software use is not supplied by EAT. In such event Customer will advise EAT of the hardware identification after which it will receive from EAT the product key for down-loading the Software onto the hard disk and for clearing the licensed functions on the hardware unit determined by the Customer. In case of partial payments the product key allows Software use limited in time up to the due-date of the last instalment; after its receipt by EAT it will furnish the Customer with a timely unlimited product key. The due-date of the last instalment is deemed to have occurred if the Customer has an uncontested or legally enforceable claim against EAT which may entitle the Customer to a set-off or a retention. 4. Intended Use / Further Services The Contract does not include the selection of Software and advice and consulting by EAT regarding the Software application intended by the Customer if not expressly agreed against separate reimbursement. If no such agreement exists the risk of program selection and the suitability of the Software for the intended use is the sole risk of the Customer. 5. Warranty against defects Only in case the Contract explicitly includes the Software planning and adaptation to the Customer’s specific requirements by EAT, EAT warrants the Software’s suitability for the purpose specified in the Contract and in conformity with the Contract. Otherwise EAT guarantees only the Software operability as described in the program specification (if supplied) or according to the test sample. Further representations and warranties related to the properties of the Software are subject to express written agreement. Non-conforming Software will be replaced by the most recent conforming Software version free of charge to the Customer. The Customer will remit to EAT an exact description of the defect, including the circumstances under which the defect occurs, otherwise EAT will be released from its warranty. Replaced data carriers shall become the property of EAT. Should the Software repeatedly be non-conforming, except for minor defects, or if the replace-ment fails for any reason, the Customer shall be entitled to cancel the Contract and claim a refund of the license fee against return of Software, in which case the license shall expire. Only in case of a minor defect, EAT is entitled to a price reduction. The warranty does not cover any defects or damages due to unauthorized and/or improper use, in particular Software use on hardware units others than those specified in the Contract, nor defects or damages due to improper decompiling. EAT makes no further warranties, except as set out above, including without limitations for any economic result or efficiency of use. 6. Warranty against Rights of Third Parties 6.1 EAT warrants that the use of the Software contemplated in the Contract will not in fringe any industrial property rights, rights of exclusive use and/or copyrights of third parties. However, EAT disclaims any such warranty if the Software is made according to the Customer’s design requirements, is used otherwise, or if the infringement results from the combination with other software and/or hardware not supplied by EAT. 6.2 In case of breach of the above warranty EAT shall defend the Customer against all and any claims and shall take at its charge the costs and indemnification of damages as judicially imposed on the Customer, provided the Customer informs EAT imme-diately about the alleged infringement of industrial property rights and leaves all settlement negotiations and defense actions to EAT. At its sole discretion, EAT may replace the infringing Software by non-infringing Software, provided it performs in the same manner as warranted in the Contract, or may refund the license fee against return of the Software, in which case the license shall expire. The Customer is entitled to cancel the Contract if within reasonable time EAT does neither procure the right of use nor modify the Software as afore described. Any other and further damages are excluded unless set out otherwise in clause 8.2. 7. Statute of limitations All claims against EAT, irrespective of the legal grounds, shall be barred after 12 months from the date set out by law for such case. In case of deliberate action, fraud or product liability, the statute of limitation as provided by law shall apply. 8. Liability of EAT / Disclaimer 8.1 If EAT should delay delivery of the Software due to his fault, EAT shall pay liquidated damages in the amount of 0,5 % of the value of the delayed delivery, however not exceeding in aggregate 5% of the value of the delayed delivery, provided such delay results in a delay to use the Software and the Customer suffers damages resulting therefrom. In addition thereto, after expiration of an adequate period set out by the Customer, he may cancel the delayed part of the delivery. Customer may avail himself of further remedies for late delivery only according to clause 8.2 herein below. 8.2 Irrespective of their legal ground, any other and further rights and claims of Customer are excluded, in particular for indemnification of pecuniary damages, frustrated costs, or damage to property. Such limitation shall not apply in case of gross negligence of the officers or executives of EAT, deliberate action, negligent acts or omission causing damage to life body or health fraud, or in the event of an express guarantee beyond a warranty. It shall furthermore not apply in case of personal injuries or damage to property of private use where liability is compulsory according to the product liability law. EAT shall be liable for any negligent breach of an essential Contract obligation thus impeding the objectives of the Contract, however only for reasonably foreseeable typical damage, except if caused intentionally or through gross negligence either of its officers or executives. 8.3 The liability of EAT under this Contract in case of lost data is limited to the amount that would have accrued to the Customer if it had taken protective actions or with reasonable exertion could have had taken such actions to reconstruct these data from machine-readable data material. 9. Written Form / Entire Agreement All and any modifications or amendments to the Contract and these conditions require written confirmation by EAT. The Contract, including these conditions, constitutes the entire agreement between the parties. Further terms and conditions of the Customer shall only apply if acknowledged by EAT in writing. 10. Jurisdiction / Law Exclusive jurisdiction and venue for all suits in connection with the Contract and these conditions is Krefeld. The Contract and these conditions shall be governed and construed in accordance with German law under exclusion of the laws of conflict. 11. Unlicensed Software Unlicensed use of any software program of EAT not authorized by EAT is illegal and can expose you and the company to civil and criminal liability under the copyright law. Use includes among others the permanent or temporary installation on a data carrier, duplication or use of any of EAT´s software programs for purposes not covered by the license terms of EAT, including its distribution, sale, licensing to third parties or acquisition from third parties by download or in any other way without a valid EAT-license, the disassembly and reverse-engineering (unless admitted by the applicable copyright law), the crack of any copy protection and misuse of authentification. To ensure that you do not violate the copyright of EAT you are encouraged to consult with EAT in order to make sure such use is permitted by the EAT-license.