LICENSE AGREEMENT
Software for HAPTICORE demonstration kit basic/mini
Version 1.0, as at 1 January 2020
Preamble
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This License Agreement ("License Agreement") is a binding legal agreement
between you (either an individual or a single entity) and XeelTech GmbH (Austrian
Business Register FN 522245 h) with its registered seat at Nummer 181, 6771
Sankt Anton im Montafon, Austria ("XeelTech") for software owned by XeelTech
and its affiliated companies and its third party suppliers and licensors that
accompanies this License Agreement, which includes software, documentation,
interfaces, fonts and any data that comes with the software and updates
("Software").
License
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1. GRANT OF LICENSE.
XeelTech grants you the following rights provided that you comply with all
terms and conditions of this License Agreement: You are granted a limited,
non-exclusive, non-transferable license to use the Software only in
connection with a product purchased from XeelTech. Any products distributed
by XeelTech (including but not limited to demonstration kits and
controllers) are referred to as "XeelTech Products".
2. RESERVATION OF RIGHTS AND OWNERSHIP.
XeelTech and its licensors retain all right, title and interest in the
Software and all copies thereof, including all copyright and other
intellectual property rights. XeelTech and its licensors reserves all rights
not expressly granted to you in this License Agreement. The Software is
licensed, not sold.
3. LIMITATIONS ON END USER RIGHTS.
XeelTech agrees that you have the right to enhance or otherwise modify the
Software. You have also rights to the source code of the Software. You may
create derivative works for illustrative purposes and for trials concerning
the XeelTech Products. Under no circumstances shall you sell, license,
sub-license, publish, and display, distribute, rent, lease, assign, or
otherwise transfer to a third party the Software or any copy thereof in whole
or in part.
4. SOFTWARE TRANSFER.
You may not transfer this License Agreement or the rights to the Software
granted herein to any third party without the written consent of XeelTech.
Prior to the transfer - which has to be in connection with the transfer of
a XeelTech Product -, the end user receiving the Software must agree to all
the License Agreement terms.
5. TERMINATION.
This License Agreement is effective until terminated. Your rights under
this License will terminate automatically without notice from XeelTech if
you fail to comply with any of the terms and conditions of this License
Agreement. Upon termination of this License Agreement, you must cease all
use of the Software and destroy all copies, full or partial, of the Software.
The following Sections survive any termination of this License Agreement:
Sections 2 - 4, 6 - 11.
6. HIGH RISK ACTIVITIES.
The Software is not fault-tolerant and is not designed, manufactured or intended
for use for hazardous environments or high risk activities requiring a fail-safe
performance. You agree not to use the Software with activities in which the
failure of related XeelTech Products could lead to death, personal injury, or
severe physical or environmental damage. XeelTech and its licensors specifically
disclaim any express or implied warranty of fitness for high risk activities.
7. DISCLAIMER OF WARRANTY.
You expressly acknowledge and agree that the use of the Software is at your sole
risk. The Software is provided "AS IS" and without warranty of any kind. XEELTECH
AND ITS LICENSORS EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, CONDITIONS,
REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW,
CUSTOM, USAGE OR OTHERWISE AS TO THE SOFTWARE OR ANY COMPONENT THEREOF, INCLUDING
BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION,
MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
XEELTECH AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL
BE CORRECT. FURTHERMORE, XEELTECH AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE SOFTWARE IN
TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, PERFORMANCE OR OTHERWISE. NO ORAL
OR WRITTEN INFORMATION OR ADVICE GIVEN BY XEELTECH OR ITS LICENSORS OR THEIR
RESPECTIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
8. LIMITATION OF LIABILITY.
XEELTECH AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WARRANTY, BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THIS SOFTWARE.
XEELTECH AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE OR
DEVICE, DOWN TIME AND USER'S DOWNTIME, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF XEELTECH'S
AND ITS LICENSOR'S HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL XEELTECH OR ITS LICENSOR'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH
THIS AGREEMENT BE GREATER THAN 2.000 EUROS (€ 2.000). YOU ACKNOWLEDGE THAT THESE
LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. INDEMNIFICATION.
You agree to defend, indemnify, and hold XeelTech and its licensors harmless from
and against any claim or lawsuits, including reasonable attorneys' fees that arise
or result from your use of the Software and/or from your breach of any of the terms
of this License Agreement.
10. GOVERNING LAW AND DISPUTE RESOLUTION / ARBITRATION.
This License Agreement shall be governed by and construed in accordance with the
laws of the Republic of Austria with the exception of (a) the United Nations
Convention on Contracts for the International Sale of Goods (CISG) and (b) any and
all conflict of law rules and principles of private international law. The parties
consent that all disputes or claims arising out of or in connection with this
contract, including disputes concerning its validity, breach, termination or nullity,
shall be exclusively and finally settled under the Rules of Arbitration of the
International Arbitral Centre of the Austrian Federal Economic Chamber (Vienna Rules)
by one arbitrators appointed in accordance with these Rules. The languages to be used
in the arbitral proceedings shall be German and English. The place of arbitration
shall be Vienna, Austria.
11. SEVERABILITY.
If any provision of this License Agreement is held to be void, invalid, unenforceable
or illegal, the other provisions shall continue in full force and effect.