User License Agreement
License Grant
Astos Solutions GmbH hereby grants to Licensee a nonexclusive license to install and use the program(s) and accompanying documentation as provided herein. The licensed programs and documentation including error corrections and enhancements are, and shall at all times remain, the property of Astos Solutions GmbH and/or its licensors, and licensee shall have no right, title, or interest therein, except as expressly set forth in this agreement.
Installation and Use
Specific rights, obligations, and restrictions apply to each license. By accepting the terms and conditions of the agreement, licensee also accepts the applicable rights and agrees to be bound by the applicable obligations and restrictions of the license purchased.
The programs may be installed and operated on single designated computers or via network with multi-user access depending on the number of licenses.
The programs may be installed on a backup computer (while the designated computer is disabled) or on a replacement computer. Replacements include both permanent and temporary use at the same or different site. Temporary use at a different site may include installation for use at home by licensee's employees, provided licensee permits such home use and licensee otherwise complies with the terms of this agreement and causes its employees to so comply, including full compliance with all applicable laws and regulations relating to import and export of technical data and computer software.
Licensee shall use the programs only for internal operations.
Licensee shall not use the programs in any nuclear explosive activity or unsafeguarded nuclear fuel-cycle activity; the programs shall not be used in any activities related to the development or production of chemical or biological weapons.
Licensee may not sell, license, sublicense, rent, or make the programs available for use by any third parties.
Licensee shall not provide access to the programs via a web application.
Licensee may make backup copies of the programs as necessary to support the use of the programs in accordance with this agreement.
Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the programs. All copies of programs shall contain all copyright and proprietary notices as in the original.
Licensee shall not decompile, disassemble or otherwise reverse engineer the programs.
Except as expressly provided by this agreement, licensee may not alter or modify the programs without the consent of Astos Solutions GmbH.
All copies of the programs and documentation, whether made by licensee or otherwise, shall be subject to the terms of this agreement.
Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the programs, so as to enable licensee to satisfy its obligations under the terms of this agreement.
Maintenance and Support
During any paid maintenance and support subscription term, if applicable, Astos Solutions GmbH shall: deliver subsequent releases of the programs that are not charged for separately; exert reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the programs that are directly attributable to Astos solutions GmbH, and (b) correct such errors in the next available release, provided licensee provides Astos Solutions GmbH with sufficient information to identify the problems. During this same paid maintenance and support subscription term, licensee shall also be entitled to receive technical support by telephone, fax or electronic mail regarding the installation and/or use of the licensed programs and their interaction with hardware, operating environments, and other software products. astos Solutions GmbH reserves the option to discontinue, in whole or in part, offering maintenance and support subscriptions for any program or platform.
Use of Name and Trademarks
Licensee shall not use the name, trade names or trademarks of Astos Solutions GmbH or any of its affiliates in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any third party, except in the form provided by Astos Solutions GmbH, and then solely for purposes of identifying Astos Solutions GmbH programs.
Assignment
This license is nontransferable to a third party without Astos Solutions GmbH consent, which shall not be unreasonably withheld. This license may be transferred to an affiliate provided that Astos solutions GmbH is notified in writing of the transfer and the affiliate accepts these same terms and conditions.
Export Restrictions
In accordance with the regulations of the Federal Republic of Germany it is required that the program(s) supplied by Astos Solutions GmbH remain in the country where the email address that was used to request the license is registered (normally the country where the company is located). It is forbidden to re-export the programs to third countries without the approval of the Federal Office of Economics and Export Control (BAFA) of the Federal Republic of Germany. Re-exports to countries inside European Union and to the following countries outside the European Union do not require any approval of BAFA: Australia, Canada, Japan, New Zealand, Norway, Switzerland, United States of America. Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the programs, so as to enable licensee to satisfy its obligations under the terms of this agreement.
Termination
The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the software.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ASTOS SOLUTIONS GMBH BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL ASTOS SOLUTIONS GMBH BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ASTOS SOLUTIONS GMBH RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF ASTOS SOLUTIONS GMBH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Limited Waranty/Limitation of Remedies
Astos Solutions GmbH warrants that Astos Solutions GmbH or its licensors has the right to grant the license rights hereunder. Astos Solutions GmbH warrants that the physical media provided shall be free from defects in material and workmanship for a period of ninety (90) days from delivery, or it will be replaced by Astos Solutions GmbH at no cost to licensee. Astos Solutions GmbH further warrants, for a period of ninety (90) days from delivery, that each copy of each program will conform in all material respects to the description of such program's operation in the documentation. In the event that the program does not operate as warranted, licensee's exclusive remedy and Astos Solutions GmbH sole liability under this warranty shall be a) the correction or workaround by Astos solutions GmbH of major defects within a reasonable time, or b) should such correction or workaround prove neither satisfactory nor practical, termination of the relevant license and refund of the initial license fee paid to Astos Solutions GmbH for the programs. All requests for warranty assistance should be directed to Astos solutions GmbH, Grund 1, 78089 Unterkirnach, Germany.
EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PROGRAMS AND THE RESULTS OBTAINED THEREFROM.
High Risk Activities
The software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Astos Solutions GmbH and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
Audit
Astos Solutions may, from time to time, at its sole expense, and consistent with your security obligations and requirements, conduct an audit of your computer hardware, computer software, books and other records related to the Software sufficient to substantiate compliance with this Agreement. Such audit shall take place during normal business hours and will be conducted in a manner so as to not interfere with your operations.
General
To the extent any law, treaty, or regulation is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this agreement shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this agreement shall not be affected. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this agreement. This agreement contains the entire understanding of the parties and may not be modified or amended except by written instrument, executed by authorized representatives of Astos Solutions GmbH and licensee.