DATAFLOW SOFTWARE AG

LICENSE AGREEMENT

imtMaster

 

    1.      Definition

Dataflow Software Package

The “Dataflow” software package, hereinafter referred to as the “Software,” consists of the following modules that may be licensed.

§   Dataflow Studio

§   Dataflow Documentation

§   Dataflow Simulator

§   Dataflow Code

§   Dataflow Frames

§   Dataflow Runtime (limited to one project at a time)

A device that is developed up to and including its second generation is considered to constitute a single project ("Project").

 

"Licensee"

This is you, a natural or legal person who is a party to this Agreement.

 

"Licensor"

Dataflow Software AG

Gewerbestrasse 8

9470 Buchs

 

 

Important Note

Dataflow Software AG reserves all rights to the Software. By installing the Software, a software license agreement is concluded between you (Licensee) and Dataflow Software AG (Licensor). By clicking the "I Agree" button during installation, and by downloading or using the application, you agree to be bound by the terms and conditions of this agreement. If you do not agree to the following terms and conditions, do not install the software.

 

    2.      Subject of the Agreement

§  The subject of the agreement consists of the rights of use for the provided Software and the associated user documentation.

§  These terms and conditions apply both to the free 30-day try-out period (demo version) that can be downloaded online and to the paid (full) version. After the expiration of the 30 day period, you will no longer be able to continue to use the demo version, not even if you acquire the full version.

    3.      Copyrights

§  The Licensor is the owner of all copyrights and other intellectual property rights to the Software (source code, object code, and documentation). The Software remains the property of the licensor. It is licensed, not sold, to the Licensee. Only those limited rights of use fort he provided Sofware specified in Clauses 4 and 5 are granted.

§  The Software is protected by Swiss copyright law and international copyright conventions as well as other laws on intellectual property.

 

    4.      Grant of License

When the Licensee acquires a Software license for the full version, the latter receives a personal, non-exclusive, and non-transferable right to use the acquired Software modules on a single computer or on computer networks for the number of licensed users specified in the provisions of this agreement ("Contractual Use"). When you pay the license price, you only acquire usage rights for the corresponding modules.

§  If the Licensor offers new modules in the future, the Licensee may acquire them under an additional license. This agreement applies to the additional modules, and the additional remuneration for licensing, training, maintenance, and support is specified in an appendix to this license agreement.

§  The Licensee may make a copy of the Software for backup purposes.

§  Any further use without the express written consent of the Licensor constitutes a violation of this license agreement, the Swiss Copyright Act (URG), and international copyright agreements.

 

    5.      Product-Specific Terms of Use – Dataflow Runtime

§  The use of a Dataflow Runtime license module is limited to one Project as defined in Clause 1. For each additional project, a new Dataflow Runtime license module must be acquired.

§  The Licensee receives the right to redistribute the binary compiled runtime as part of their own application for unlimited use within a Project.

 

    6.      Special Restrictions

§  Modification, reverse engineering, further development, decompilation, disassembly, or translation of the Software are prohibited without the prior written consent of the Licensor.

§  With the exception of the distribution of the binary compiled runtime in accordance with Clause 5, the Licensee may neither

§   sublicense,

§   lend,

§   host,

or otherwise commercially exploit the Software.

§  You may not repeatedly/continuously download the free demo version of the Software on the same network or to the same computer in order to circumvent paying for the full version, and technical measures have been taken to prevent this.

§  The Licensee is liable for all of the consequences of copyright infringement that the Licensor incurs as a result of a breach of this agreement.

§  If the Licensee uses the Software in a way that quantitatively or qualitatively exceeds its licensed rights of use, the Licensee is obligated to immediately acquire the necessary rights of use from the Licensor for permitted use. Otherwise, the Licensor will immediately assert the rights to which it is entitled.

§  Features that serve to identify the program (e.g., copyright notices, serial numbers, etc.) must not be removed from the Software. Furthermore, they may also not be altered.

 

    7.      Compensation

§  If the Licensee wishes to use the full version of the Software ("Named" for one user, "Floating" for multiple users) for a lifetime period (with the exception of the Dataflow Runtime, which is limited to one Project in accordance with Section 5), it must pay the specified price for this type of license.

§  The Licensor will invoice the fee plus any VAT or other taxes or duties to the Licensee. A username and password will be sent to the Licensee by e-mail within 72 hours of successful clearance of the transaction/payment.

 

    8.      Services and Contact Options Without a Support Agreement

§  If a support agreement is not concluded, the Licensor is not obliged to

-       continue to develop the Software. Any further developments may be ordered for a fee.

-       Create software updates. Any patches deemed reasonable by the Licensor (for the same Software version) will be made available to users online free of charge.

§  At its discretion, the Licensor may provide further information and/or a contact information and/or FAQs concerning support questions on the website data-flow.ch. There is no obligation to provide additional support.

 

 

    9.      Limited Warranty and Disclaimer

§  The warranty rights, limitation of liability, as well as the exclusion of liability represent fundamental conditions of the agreement between the Licensor and the Licensee. Without these limitations, it would not make economic sense for the Licensor to offer its services.

§  The suitability of the Software and the suitability of the codes and documentation generated by the Software for a specific purpose (e.g., to comply with prescribed regulations and standards) and the compatibility with software and hardware other than the configuration listed in the instructions are not warranted and are the responsibility of the Licensee to validate.

§  The design created and codes generated through use of the licensed Software should not be used as the sole basis for solving problems or as a design basis, since the incorrect implementation of these designs and codes could result in damage to people or property. The licensed Software as well as the code generated by the licensed Software and the application based on it must be verified and extensively tested by the Licensee before use and distribution. The Licensee is solely responsible for any undetected errors and problems as well as damage caused by them. In particular, it is the responsibility of the Licensee to determine and check the compatibility of the hardware with the Dataflow Runtime, the correct allocation of the target hardware, the correct bit sequence, and the maximum available amount of memory on the chosen hardware when used together with the Software design. In addition, after the Software, software development kit, board support package, and runtime package are updated, the product must be revalidated.

§  The Licensor disclaims all contractual and non-contractual liability as far as permitted by law. This disclaimer applies to all applications as well as adjustments of applications that are designed with the Software.

§  The Licensor only warrants to the Licensee that the Software, when used in accordance with the agreement and the specified hardware and software configuration, will provide the operating functionality outlined in the tech notes supplied for the respective module at the time of installation. This warranty is nullified if the Licensee or a third party makes changes to the Software. Marketing materials or descriptions published by third parties do not form part of the license agreement and cannot be used to justify any warranty claims. At this point, the Licensor must point out that it is not possible to produce software in such a way that it operates without errors in all applications and configurations in accordance with the current state of the art. Further warranty claims are expressly excluded by the Licensor.

§  The Licensee must notify the Licensor of software bugs within the meaning of the preceding paragraph within a reasonable period of time, but in any case no longer than within 10 calendar days of discovery, by providing sufficient documentation and a written description. If the Licensor confirms the reported software bug, the Licensee may only withdraw from the license agreement in return for a refund of the license fee and to cease using the Software.

§  Warranty claims expire 1 year after acceptance.

§  In particular, the Licensor shall not liable for any damage to property or personal injury, direct or indirect damage or consequential damage (including damage from lost profits, unrealized savings, business interruption, recall costs, loss of information or data or other financial loss, etc.) that result from the use of the Software or the inability to use the Software in accordance with the agreement. This disclaimer does not apply to damage caused by malicious intent or gross negligence on the part of the Licensor.

§  If and to the extent that the Licensor is liable (for whatever legal reason), the Licensor's liability for damage will be limited to a maximum of 80% of the fee paid for the license.  

 

  10.    Deviating Agreements

§  Understandings, changes, and additions that deviate from this license agreement as well as all ancillary agreements must be made in writing and signed by the Licensee and Licensor in order to be valid.

§  Any general terms and conditions of the Licensee do not apply.

  11.    Loss of Usage Right

§  The Licensee loses the right to use the Software if it violates one or more provisions of this license agreement.

 

  12.    Security Measures

§  The Licensee undertakes to secure the Software and the access credentials that it uses for online access from being accessed by unauthorized third parties. It will take suitable security measures. In particular, it undertakes to keep all copies of the Software and the aforementioned access credentials in a location that is protected from access by unauthorized third parties.

§  The Licensee undertakes to allow the Licensor, upon request, to verify that the Software is being used in accordance with the terms and conditions of the agreement, in particular in order to ensure compliance with the Contractual Use. As part of this review, the Licensee undertakes to provide the Licensor with information, to allow it to inspect the relevant documents, and to provide the opportunity to inspect the hardware and software configuration that is used. The Licensor may carry out the check on the premises of the Licensee during its regular business hours. It may also hire third parties that are bound to secrecy in accordance with the prescribed procedure to perform the check. The Licensor undertakes to cause as little disruption to the business operations of the Licensee as a result of its activity at the Licensee's premises.

 

  13.    Availability

§  For technical reasons, an active Internet connection is required for “demo,” “named,” and “floating” licenses. When the Software is opened, the license is checked for validity and the number of concurrently used licenses. To do this, the Software communicates with the Licensor's license server. With the exception of planned unavailability due to the need to install updates and make similar changes to the Software at the Licensor's initiative, the Licensor warrants an average annual availability of 99% during business hours (on business days between the hours of 8:00 AM and 6:00 PM CET). No liability will be incurred due to unavailability of the license server at any time.

§  Updates and similar performance improvements or software bug fixes that limit the availability of the Software for a defined period of time during normal business hours will be communicated to the Licensee at least 2 business days in advance.

  14.    Privacy Notice

§  The Licensee undertakes to comply with the applicable data protection regulations and to process data carefully.

 

  15.    Supplementary Provisions

§  Should individual provisions of this agreement be found to be invalid, this does not affect the validity of the remaining provisions. In this case, the contracting parties will endeavor to replace the invalid provision with a valid one that corresponds to the economic interests of both parties and comes closest to the economic intention of the invalid clause.

§  Within the scope of its activity, the Licensor has the right to hire auxiliary staff. It is responsible for carefully selecting and training these auxiliary staff members.

§  All appendices to this agreement, which are also named in this agreement, shall form a binding part of the agreement.

§  The Licensor reserves the right to change or replace this agreement and the pricing for the Software at its own discretion at any time. If a change is substantive, we will notify you at least 30 days before the new terms come into effect. The Licensor at its sole discretion will determine what constitutes a substantial change. By continuing to use the Software after any changes come into effect, you agree to be bound by the revised terms and conditions. If you do not agree to the new terms and conditions, you will no longer be authorized to use the Software.

 

  16.    Jurisdiction and Applicable Law

§  The present contractual relationship is governed exclusively by Swiss law.

§  The place of jurisdiction for all legal disputes is, subject to the relevant consumer regulations, the seat of the Licensor.

 

 

 

 

Dataflow Software AG

Gewerbestrasse 8

9470, Buchs