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EULA

1. in particular the licensee s terms of busi ness shall not become subject matter of this agree ment by the acceptance of deliveries of goods and provisions of services or by payment 16 Final provisions 16 1 Any amendments and supplements to this agreement must be made in writing This shall also apply to a termination modification or a re nunciation of this requirement of writing 16 2 This agreement shall be governed by the law of the Federal Republic of Germany the United Nations Convention on Contracts for the Interna tional Sale of Goods CISG being excluded 16 3 For all disputes between the parties arising out of this agreement or in connection with it the li censer s seat is agreed to be the place of per formance and jurisdiction if this is admissible The licenser is further entitled to file an action at his seat as per April 2002 by declaratory judgment or are undisputed The assertion of any rights of retention by the licensee based on any claims other than those under this agreement shall be excluded 15 Terms of business of the licensee or third parties 5076181 15 05 02 0 1
2. it has been confirmed in writing by the licenser himself or his legal representative are caused by a violation of the above provisions by the licensee his legal representative or his vicarious agent 11 Liability 11 1 The licenser is liable for intentional breach of duty or gross negligence on the part of his legal representatives or other vicarious agents re gardless of the legal ground and according to the statutory regulations as provided in the Product Liability Act The licenser is further liable for slight negligence if a duty is neglected the compliance with which is of particular importance for the attainment of the purpose of the agreement cardinal obliga tion being only liable for any typical foresee able damage which is to be expected Any fur The liability for damages according to number The licenser shall only be liable for the loss of data and or programs to the amount of the ex penses which occur if the licensee carries out regular and application adequate data security measures making sure that lost data can be re 11 2 ther liability for slight negligence shall be ex cluded 11 3 11 2 sentence 1 shall be restricted to the amount of the contract sum 11 4 trieved at a justifiable cost 11 5 The provision under number 10 4 of the EULA shall remain unaffected 12 Proprietary rights of third parties 12 1 12 2 12 3 The licenser declares that the software which is subject ma
3. of contract of the customer in the following called the licensee The inclusion of such general terms and conditions is opposed expressly Preamble This software licence agreement in the following called EULA is an agreement between the licensee as a registered user in his own name or as a regis tered representative in the name of a company and the licenser The provisions specified hereinafter shall regulate the permitted use of the software regardless of whether it is provided on a data carrier or for download from a computer network The EULA shall further regulate the providing of software pre releases for testing purposes Definitions licenser software EDP system network update upgrade Phoenix Contact GmbH amp Co KG FlachsmarktstraRe 8 32825 Blom berg Germany The term software shall include the computer software the related media printed material application docu mentation electronic guidebooks and online guidebooks The term soft ware shall also include the updates and upgrades that go with the original version The term EDP system denotes a single computer or computer work station as well as programmable parts of equipment in particular PC plug in cards In the following a network is under stood to be the linking of EDP sys tems within the licensee s company Software with the same or improved operationability but with the intent of removing defects A c
4. Enduser Licence Agreement Software Licence Agreement Important note By installing copying or using this software product in any other way you consent to the following terms If you do not agree with these terms please do no install this software 3 Extent of the licence 3 1 3 2 The licenser grants the licensee the non exclusive right to permanently use the software subject to the following conditions If the licensee has acquired the licence for a single workstation he is not entitled to use the software on more than one EDP system at the product but return the software and all accompanying material including printed material and packing within same time The licensee is entitled to use the software on all his available hardware If how ever he changes the hardware he is obligated to delete the software which has been installed 30 days against reimbursement of payment If you purchase or have purchased the software product by means of download instead of re turning the software the download 3 3 on the hardware used before The use of the software on more than one EDP system at the same time is only permitted if the licensee acquires or has acquired copying li cences or the necessary number of single work station licences as provided in clause 4 of the should be discontinued and all data which have already been downloaded should be deleted Phoenix Contact do not accept any general terms
5. e any number of copies of the software given to him and to simultaneously use these on any number of workstations within the division of the enterprise or within the enterprise specified in he offer of contract except as otherwise pro vided in writing The use is restricted to this divi sion of the enterprise or to this enterprise This shall also apply if the enterprise is part of an as sociation of enterprises 3 6 If the licensee has only acquired updates or upgrades to an existing original version he is only entitled to use these updates or upgrades for the original software if he owns it and uses it and is the holder of a licence valid for the origi nal software 3 7 The right to use the software includes the right to duplicate the software if it is necessary A nec essary duplication is the installation of software tom the data carrier or from a download me dium e g the Internet on the hard disk in he mass storage the loading of the software into the working storage or cache If the licensee has acquired further copying licences according o clause 4 of the EULA he is also entitled to duplicate the software on portable storage media CD ROM or others 3 8 The licensee is entitled to sell the original software to third parties in accordance with the erms of this clause A permissible resale to third parties is subject to he condition that the licensee informs the li censer which third party will acqu
6. ed in the above paragraph the operations are restricted to those parts of the original program which are necessary for the achievement of interoperability the information obtained during an admissible decompilation shall not be used for any pur poses other than the achievement of an inter operability of the independently created pro gram it shall not be passed on to any third parties unless this is necessary for the interoperability of the independently created program this information shall also not be used for the development or creation of a program with a largely similar form of expression or for any other operations which infringe the copyright 3 11 If the licensee has not acquired any copying licences he is permitted to make a backup copy which has to be marked clearly The serial num ber the fact that it is a backup copy the date of acquisition and the date of the creation of the backup copy have to be indicated 4 Copying licence 4 1 4 2 4 3 The licensee can acquire copying licences from the licenser which will entitle him to make cop ies of the software on portable data carriers The extent to which the right to make copies is granted shall be determined according to num ber 3 2 3 3 3 7 3 10 of this EULA The licensee is entitled to produce as many copies of the software as the number of copying licences he has acquired The licensee under takes to mark these copies with the seria
7. ensee can agree on the provision of software pre releases Software pre releases can be identified in particular by their being marked alpha beta release candi date or by similar labels The provision of soft ware pre releases shall be finally regulated in the following unless any individual arrange ments or other agreements have been made The software pre release is given to the licensee for test purposes only It is not intended for use in the going concern and shall not be used on any EDP systems or networks which are part of the going concern With the software pre release the licensee acquires the right to use this software as provided in number 3 2 3 7 3 10 of this EULA for the period of time it is If the obligation owed by the licenser cannot be fulfilled due to any circums seeable or beyond his cont from fulfilling the obligation to inform the licensee abou performance without delay ances which are unfore rol he is entitled to desist The licenser undertakes t the impossibility of If the licensee has already paid any purchase price in ull or in part at this time given to him but subject to the reservation of sentence 2 of this paragraph 10 3 The licensee undertakes to notify the licenser in writing of all error messages usability faults etc in describing how the fau and where it appeared 10 4 The licenser is not liable t developed and when or a
8. hange of the version name is indicated as follows e g from 2 01 to 2 02 corresponding with a removal of defects it is deci sive for the classification as an up date Software of a higher level or ex panded operationability if necessary the version name will be changed as follows e g from 2 10 to 2 20 higher level or from 2 0 to 3 0 expanded operationability it is decisive for the classification as an upgrade 2 Subject matter of the contract 2 1 2 2 2 3 The licenser provides the licensee with the software specified in the offer of contract for permanent use subject to the following provi sions on a data carrier or by making the software available for download on the Internet If the user documentation is available as an electronic version online or offline the delivery of a printed version of the user documentation user manual is not due The licensee will be provided with software pre releases in accordance with clause 10 of this EULA The creation maintenance or leasing of software is not due and shall be subject of separate agreements EULA 3 4 If the licensee has acquired a network licence he is entitled to install the software on a network server and to use it on as many workstations at he same time as the number of licences which he has acquired from the licenser for this pur pose 3 5 If the licensee holds a company licence subject o separate negotiations he is entitled to mak
9. ire the software and the licence before reselling it The resale is only permissible if the original data carriers including all copies of the software the manuals and all written and electronic accompa nying material the licence certificates or licence documents for the licences to these products are handed over to the third party The software can only be resold subject to a complete transfer of the licence A transfer of a part of the licence is not admissible 3 9 The licensee is in no way entitled to let lease or grant the software to any third parties He is fur her not entitled to manipulate the software or make any other changes in the software 3 10 The licensee is only entitled to duplicate or disassemble the codes or the code form without the consent of the licenser if the duplication or disassembling is absolutely necessary without impairing the normal evaluation or injuring the li censer s lawful interests in an unacceptable way to obtain the required information to achieve the interoperability of an independently created computer program with other programs How ever this shall only apply subject to the following provisos the operations are carried out by the licensee or another person entitled to use a duplicate of the program or by a person authorized to do this on his behalf the information required for the achievement of interoperability is not made easily accessible for the persons nam
10. l num bers or licence code numbers which have been given to him The number of serial number stick ers or licence code number stickers given to the licensee corresponds to the number of copying licences acquired If the licensee has only been provided with one serial number or licence code number he is entitled to produce the number of copies which have been confirmed in the copy ing licence handed over to him in writing or which have been agreed upon in the licence cer tificate In this case the licensee undertakes to mark all copies with this serial number or licence code number The copying licence does not entitle the licensee to make further copies of the copies produced or to sell the copies which have been produced The licensee undertakes to inform the licenser about the copies he has produced and to give him written evidence of them 5 Academic software 5 1 5 2 5 3 If the software is expressly marked out for academic purposes the licenser grants the li censee the right to use this software only for these specified academic purposes The use of the software is only admissible within the limits of a qualified group of users If the licensee has any doubts as to the classification as part of a qualified group of users he has to contact the li censer immediately The use of the software for purposes other than those specified in 5 1 is not admissible in par ticular a resale of the software and a consequent
11. ny damages which the licenser undertakes to immediately refund the payment made to the licensee 9 Warranty claims 9 1 9 2 9 3 9 4 9 5 9 6 9 7 9 8 If the licensee is a merchant and this is a commercial transaction for both parties to the agreement the licensee undertakes to inspect the software immediately after it has been deliv ered by the licenser or after its download as far as this is possible in the ordinary course of busi ness and if there is any defect to immediately give notice to the licenser If the licensee fails to give notice of the defect the product is considered as approved unless there is a defect which could not be recognized during the inspection If such a defect appears the notice has to be made immediately after the defect has been dis covered otherwise the product is considered to be approved even considering this defect To maintain the rights of the licensee it is suffi cient to send off the notice in time The foregoing provisions shall not apply if and in as far as the licenser has concealed a defect fraudulently There is a defect in the software if it does not have the stipulated qualities on passing of the risk or if it is not fit for the contractually agreed use There is no defect if the licensee himself or through any third parties has intervened in the software without the prior written consent of the licenser and the defect has appeared after the in
12. tervention The licensee is allowed to provide evidence of the fact that the defect of the soft ware was not caused by the intervention There further is no defect if the software is used on hardware or on an operating system which does not meet the requirements which have been laid down in the offer of contract or in the product specifications If there is any defect the licenser is entitled to choose the option of remedying the defect or de livering a substitute for the software subsequent performance The licenser can make subsequent performance conditional on the fact that a part of the agreed royalties which is adequate in proportion to the extent and gravity of the defect of the software has already been paid by the licensee Subsequent performance is considered to have failed after the third unsuccessful attempt If subsequent performance fails the licensee is entitled to withdraw from the agreement If there is any fault attributable to the licenser the licen see is entitled to claim damages from him or demand compensation for futile expenses A re duction of the purchase price shall be excluded The limitation period for any warranty claims shall be one year It begins to run on delivery of the software to the licensee The licenser shall not assume any liability The licenser s employees are not entitled to make any promises of guarantee The licensee can only plead a promise of guarantee by the li censer if
13. transfer of rights for other purposes than the specified academic purposes is not admissible An alienation of software the licence of which is restricted to academic purposes for profit is not permitted 6 Infringement of licences 6 1 6 2 In the event of a violation of the provisions of clauses 3 to 5 by the licensee by his legal rep resentatives or vicarious agents the licensee shall pay to the licenser a contractual penalty of 5 000 for each act of infringement without prejudice to any claims for damages In the event of an infringement of his licences the licenser is entitled to rescind the contract without prejudice to any claims for damages In this case the licensee undertakes to return to the licenser all software including all accompa nying material If any backup copies have been made or any copies have been produced under copying licences these have to be destroyed Any software installed on hardware has to be deleted Written evidence of the destruction and deletion has to be given to the licenser on first demand 7 Royalties If the contracting parties have agreed on royalties the following shall apply The royalties are due for immediate payment In case of default the licensee shall pay the statutory default interest The right to assert any further claims for damages shall be reserved 8 Impossibility of performance 10 Software pre releases 10 1 10 2 The licenser and the lic
14. tter of the agreement including the plans and documentations is free of any third party rights In the event of an impairment of the use of the software in accordance with the terms of the agreement due to proprietary rights of any third parties the licensee is entitled to warranty claims according to clause 9 of this EULA The licenser shall indemnify the licensee against all claims by third parties which are asserted against him due to an impairment of third party proprietary rights with respect to the software which is subject matter of the agreement The release from liability shall also include the costs necessary for the licensee s legal procedure 13 Export The export of software including all data and docu ments can be subject to an export permit e g due to its classification or its purpose of use In this case the licensee undertakes to obtain the required export permits on his own responsibility and to effect deliver ies only in accordance with this permit 14 Setoff retention The licensee is only entitled to set off claims against the licenser if his counterclaims have been recognized Any general terms and conditions of business of the licensee or third parties shall not become subject matter of the contract this shall also apply if the licenser does not expressly oppose them An inclu sion of the terms of business of the licensee or third parties inferred from any acts of the parties shall be excluded

EULA

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