END USER LICENSE AGREEMENT (EULA)

1.1 The Licensor is entitled to provide the Software to the User and to grant rights to use the Software under this License Agreement. The Licensor retains all intellectual property rights in the Software, and this License Agreement provides for a limited license for the Software, but not for a sale or transfer of the Licensor’s intellectual property rights.

1.2 If the User is accessing the Software on behalf of a company or legal entity or another natural person, then User is agreeing to this License Agreement for that company, legal entity or other natural person, and User represents that User is authorized to act on behalf of such company, legal entity or other natural person and to bind such company, legal entity or other natural person to this License Agreement.

1.3 The Licensor primarily supplies the Software to the User by making the Software available for download on the Internet. The Software may be made available for installation and use on a device or made available via cloud or web-based services.

1.4 The Licensor licenses the Software with different license models. With the transfer of the Software, the applicable license model, the term of the license and the amount of the license fee are determined. This License Agreement regulates which right of use the User acquires with the respective license model and which general rights and obligations the User has.

1.5 In order to use the Software, the User must register with the Licensor and from time to time connect to the Internet in order to verify the licensing of the Software.

1.6 Licensor‘s offer and this license agreement are not addressed to consumers with ordinary residence in Germany. Licensor may therefore require the User to provide Licensor with sufficient proof of Users entrepreneurial status before concluding the contract, e.g. by providing your VAT ID number or other suitable proof. The data required for the proof must be provided by the User completely and truthfully.

1.7 The Licensor will not provide maintenance and support of the Software under this License Agreement, unless otherwise specified in the respective license model.

1.8 The Licensor may, at its sole discretion, provide documentation for the Software in electronic form to the User, whereas the Licensor retains all intellectual property rights in the documentation.

1.9 This License Agreement does not apply to any of the Licensor ‘s programs released on and prior to 3 September 2019 that the User has purchased or licensed with a perpetual license under another agreement.

1.10 The Software is licensed, not sold. Except as expressly granted in this License Agreement, there are no other licenses granted to the User, express, implied, by way of estoppel or otherwise. All rights not granted in this License Agreement are reserved by the Licensor.

The Perpetual License grants the User a perpetual, remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently. The User may only use the licensed version of the Software. If the Perpetual License had been transferred from another previously licensed version, the User may install and use each version, but not concurrently. As a component of the Perpetual License, the respective Licensor may provide the User with generally available updates at its sole discretion. Unless otherwise explicitly agreed in writing, this Perpetual License shall not include upgrades, maintenance and support.

3.1 With a Subscription License, the User receives the time-limited, remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently. As a component and during the term of the Subscription License, the Licensor shall provide the User with generally available updates and upgrades to the Software, whereas the license shall not include other maintenance and support services.

3.2 With the transfer of the Software, the limited term of the Subscription License shall be determined. The Subscription License shall automatically renew by the same term, unless the Licensor or the User terminates the Subscription License prior to the end of the then-current term. During the term, ordinary termination of the Subscription License is excluded.

3.3 The amount of the license fee depends on the term of the right of use. The license fee is due at the first transfer of the Software and at each extension of the term. The granting of the right of use is subject to the condition that the User pays the license fee due.

3.4 The User may use any version of the Software available, but not concurrently. The Licensor may, at its sole discretion, limit the right to use to versions of the Software not more than three (3) years old.

4.1 With a Teams Named User License, the User receives the time-limited, remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device per such license, but not on different devices concurrently. The Teams Named User Licenses are only available as Subscription Licenses under the applicable terms and conditions.

4.2 During the term of the Teams Named User License, the Licensor shall provide the User with enterprise support services and software trainings pursuant to the Licensor’s current terms.

4.3 A minimum number of licenses must be purchased in order to qualify for Licensor‘s Teams Named User Licensing program.

4.4 In case the User subscribes to five or more licenses (of any type) of any of Licensor’s products, the User must subscribe all such licenses in the form of Teams Named User Licenses.

5.1 With a Teams Floating License, the User receives the time-limited, remunerable, non-exclusive, non-transferable and non-sublicensable right to install the Software on any number of devices and to use the Software on one (1) single device per such license, but not on different devices concurrently. A license server or Teams Management Console must monitor the use and ensure that the licensed number of concurrent uses is not exceeded. The Teams Floating Licenses are only available as Subscription Licenses under the applicable terms and conditions.

5.2 During the term of the Teams Floating License, the Licensor shall provide the User with enterprise support services and software trainings pursuant to the Licensor’s current terms.

5.3 A minimum number of licenses must be purchased in order to qualify for Licensor‘s Teams Floating Licensing program.

5.4 In case the User subscribes to five or more licenses (of any type) of any of Licensor’s products, the User must subscribe all such licenses in the form of Teams Licenses.

5.5 If the User subscribes Teams Floating Licenses: (a) the User may use the Software on any number of computers, provided that the number of concurrent users shall never exceed the total number of valid Teams Floating Licenses purchased by User and all users must be employees or similar of the same legal entity, but not of any affiliates thereof – a use by an affiliate requires a separate license; and (b) the use of the Software shall at any time be limited to four (4) different but contiguous time zones provided that such time zones shall be fixed by the first use in a time zone to such time zones of first use.

6.1 Rendering Clients grant the User the remunerable, non-exclusive, non-transferable and non-sublicensable right to install and use the render clients included in the Software on devices in the User’s (in-house) render farm.

6.2 Specific Software may include the application Cinema 4D Team Render Client. The User may install and use the Cinema 4D Team Render Client on up to five (5) devices in the User’s render farm at the same time. This right of use is limited in content: The User may only use the Cinema 4D Team Render Client to render 3D computer graphics and animations which the User has created for himself or for third parties. The User may not use the Cinema 4D Team Render Client (1.) outside the User’s (in-house) render farm or intranet, (2.) for processing third party data, rendering third party 3D graphics and animations, or other rendering services for third parties, or (3.) in render farms, networks or cloud services of a third party.

6.3 If the Software includes a Command Line Render Client, the User may use this Command Line Render Client on the licensed number of devices in the User’s (in-house) render farm. This right of use is limited in content: The User may not use the Command Line Render Client to offer commercial rendering services (for the avoidance of doubt, this shall not restrict the use of the Command Line Render Client for rendering own work products for commercial purposes, but, also for the avoidance of doubt, the use of the Command Line Render Client for commercial stand-alone rendering services shall not be permitted). The User may use the Command Line Render Client to render 3D computer graphics and the User is also permitted to render animations that the User has created for himself or for third parties, to process the data of third parties, that are not commercial rendering services. To use the Command Line Render Client in the (in-house) render farm, a third-party control software is required, which is not part of the Software. A license server must monitor the use and ensure that the licensed number of concurrent uses is not exceeded.

6.4 The Rendering Clients are available as Perpetual Licenses and Subscription Licenses under the applicable terms and conditions.

7.1 An Educational License for students or teachers grants the User a time-limited, non-remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently.

7.1.1 This right of use is limited personally: The User of an Educational License for students or teachers must be an individual who is actively enrolled at, employed to provide instruction at or is appointed to provide instruction for a stated term of full-time service at an accredited public or private university or college (including community, junior or vocational college) that grants degrees requiring no less than the equivalent of two (2) years of full-time study, at an accredited public or private primary or secondary school providing full-time instruction, or at a full-time homeschool, defined by applicable homeschooling regulations. The right of use is granted only to Users whose learning or teaching activity relates to an area for which the licensed Software is relevant. The Educational License for students or teachers is subject to the User providing proof that they belong to the group of eligible persons defined above. The User must inform the Licensor immediately if they no longer meet these personal requirements. To verify whether the User meets the requirements, and therefore prevent misuse of the Educational License for students or teachers, the Licensor uses a venture for verification and therefore charges a processing fee to the User.

7.1.2 The right of use is limited in content: The User may use the Software under the Educational License for students or teachers exclusively for personal learning purposes and not directly or indirectly for research, commercial, professional or other profit-making purposes. Use in an instructional setting must purchase an Education License for schools and universities (“Educational License for Classrooms”). The User may only use the latest version of the Software. If upgrades or updates of the Software are available, the User shall install these upgrades or updates to be permitted to continue using the Software under the Educational License for students or teachers. The functionalities of the Software may be limited. The Cinema 4D Team Render Client and Command Line Render Client are not licensed under the Educational License for students or teachers. The Product ZBrushCoreMini is only licensed under the Educational License for students. The Educational License for students or teachers shall not include maintenance and support.

7.1.3 The right of use is limited in time: The User may use the Software under the Educational License for students or teachers only for as many hours per day as is appropriate for their learning activities. The Educational License for students or teachers shall have a limited term of twelve (12) months. The term is subsequently extended by further twelve (12) months until a total term of four (4) years, unless the Licensor or the User terminates the Educational License for students or teachers prior to the end of the then-current term.

7.1.4 The right of use is limited in quantity: Each User may be granted only one Educational License for students or teachers.

7.1.5 If the Licensor grants a non-remunerable Educational License for students or teachers, the clauses § 14 „Warranty Outside the US and US Warranty Disclaimer” (other than § 14.2 which shall remain effective) and § 15 „Limitation of Liability” (other than § 15.2 which shall remain effective) of this License Agreement shall be replaced by the following clauses: (1.) The User acknowledges that the Licensor provides the Software by courtesy, free of charge and „as is”. The Software may have defects that could cause program malfunctions, system failures, loss of data or infringements of third-party rights. The Software does not comply to a specific level of usability, merchantability and fitness for a purpose. The Licensor shall be under no obligation to provide technical maintenance and support, to rectify defects and to restore failed systems and lost data. (2.) Subject to § 14.2 and § 15.2, the Licensor shall be liable without limitations in case of intent and gross negligence; in case of injuries to life, body or health; pursuant to the terms of the German Product Liability Act; and under a guarantee granted by the Licensor. Any other liability of the Licensor shall be excluded.

7.2 An Educational License for schools and universities (“Educational License for Classrooms”) grants the User a time-limited, remunerable, non-exclusive, non-transferable and non-sublicensable right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently. An Educational License for Classrooms is only available as Subscription License exclusively for teaching purposes. This license entitles the User to a flexible licensing program with low-cost, per-seat licensing, network and organizational licensing, free curriculum and video tutorials as well as instructor training and certification. With the transfer of the Software, the specific terms and conditions of the license shall be determined.

7.2.1 This right of use is limited personally: The User of an Educational License for Classrooms must belong to the group of qualified faculties defined above or be an employee or independent contractor working for a qualified faculty, as defined above. The right of use is granted only to Users whose teaching activity relates to an area for which the licensed Software is relevant. The Educational License for Classrooms is subject to the User providing proof that they belong to the group of eligible faculties or persons defined above. The User must inform the Licensor immediately if they no longer meet these personal requirements.

7.2.2 The right of use is limited in content: The User may use the Software under the Educational License for Classrooms exclusively for teaching purposes and not directly or indirectly for research, commercial, professional or other profit-making purposes. It is not allowed to use an Educational License for students or teachers in an instructional setting (please see §7.1.2). The Licensor and the User may agree separately and differently that the User may use the Software not only for teaching purposes, but also directly or indirectly for business and commercial purposes. The User may only use the latest version of the Software. If upgrades or updates of the Software are available, the User shall install these upgrades or updates to be permitted to continue using the Software under the Educational License for Classrooms. The functionalities of the Software may be limited. The Cinema 4D Command Line Render Client is not licensed under the Educational License for Classrooms. The Educational License for Classrooms shall not include maintenance and support.

7.2.3 The right of use is limited in time: The User may use the Software under the Educational License for Classrooms only for as many hours per day as is appropriate for their teaching activities. With the transfer of the Software, the limited term of the Subscription License shall be determined. Namely, the Educational License for Classrooms shall have a limited term of twelve (12) months, which is also the minimum subscription term for this type of license. The Subscription License shall automatically renew by the same term, unless the Licensor or the User terminates the Subscription License prior to the end of the then-current term, or the User fails to prove that they belong to the group of eligible faculties or persons, as defined above, by the end of the current term or anytime upon the Licensor’s request. During the term, ordinary termination of the Subscription License is excluded.

7.2.4 The amount of the license fee depends on the term of the right of use. The license fee is due at the first transfer of the Software and at each extension of the term. The granting of the right of use is subject to the condition that the User pays the license fee due.

7.3 If the Licensor suspects the misuse of the Educational License (both Educational License covered under §7.1 and §7.2 of this EULA) or the use of the Software in breach of this License Agreement, especially regarding the personal, content, quantity and time limits, the Licensor may deactivate the Software under the Educational License, without precluding further proceedings against the misuse.

8.1 With a Trial License, the User receives the time-limited, non-remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently. This right of use is limited in content: The User may use the Software for testing and evaluating. The use, whether directly or indirectly for business or commercial purposes, for training purposes or for any other purpose (especially other purposes than testing or evaluating), is expressly prohibited. The functions and use of the Software may be restricted. The User may only use one (1) single Trial License of the respective Software per a defined time period due to Licensor‘s determination. Details regarding this time period are provided on the Licensor’s Website. The Trial License shall have a limited term of fourteen (14) days without automatic renewal. The Trial License shall not include updates, upgrades, maintenance and support.

8.2 If the Licensor grants a Trial License, the clauses § 14 „Warranty Outside the US and US Warranty Disclaimer” (other than § 14.2 which shall remain effective) and § 15 „Limitation of Liability”(other than § 15.2 which shall remain effective) of this License Agreement shall be replaced by the following clauses: (1.) The User acknowledges that the Licensor provides the Software by courtesy, free of charge and „as is”. The Software may have defects that could cause program malfunctions, system failures, loss of data or infringements of third-party rights. The Software does not comply to a specific level of usability, merchantability and fitness for a purpose. The Licensor shall be under no obligation to provide technical maintenance and support, to rectify defects and to restore failed systems and lost data. (2.) Subject to § 14.2 and § 15.2, the Licensor shall be liable without limitations in case of intent and gross negligence; in case of injuries to life, body or health; pursuant to the terms of the German Product Liability Act; and under a guarantee granted by the Licensor. Any other liability of the Licensor shall be excluded.

8.3 The Trial License may be converted into a Subscription License under the terms and conditions in effect. Trial Licenses are not available for Users holding a Perpetual License or Subscription License.

9.1 The Licensor may, from time to time and at its sole discretion, allow the User to use a specific Software without obligation to pay a license fee. With a Free License, the User receives the time-limited, non-remunerable, non-exclusive, non-transferable, non-sublicensable and personalized (“Named User”) right to install the Software on any number of devices and to use the Software on one (1) single device, but not on different devices concurrently. The Free License shall have a limited term of at least one (1) month and shall automatically renew for successive terms of one (1) month, unless the Licensor or the User terminates the Free License prior to the end of the then-current term. The Free License shall not include updates, upgrades, maintenance and support.

9.2 If the Licensor grants a Free License, the clauses § 14 „Warranty Outside the US and US Warranty Disclaimer” (other than § 14.2 which shall remain effective) and § 15 „Limitation of Liability” (other than § 15.2 which shall remain effective) of this License Agreement shall be replaced by the following clauses: (1.) The User acknowledges that the Licensor provides the Software by courtesy, free of charge and „as is”. The Software may have defects that could cause program malfunctions, system failures, loss of data or infringement of third-party rights. The Software does not comply to a specific level of usability, merchantability and fitness for a purpose. The Licensor shall be under no obligation to provide technical maintenance and support, to rectify defects and to restore failed systems and lost data. (2.) Subject to § 14.2 and § 15.2, the Licensor shall be liable without limitations in case of intent and gross negligence; in case of injuries to life, body or health; pursuant to the terms of the German Product Liability Act; and under a guarantee granted by the Licensor. Any other liability of the Licensor shall be excluded.

9.3 Under a Free License for the Cinebench Software, the User may not use the Software to provide commercial benchmarking services to any third party or otherwise for the benefit of any third party. The limitation of one (1) single device use of a Free License Software set forth in §9.1 shall not apply to a Free License for the Cinebench Software under this clause.

10.1 The registration of the Software and the right of use are bound to the User and cannot be transferred or sublicensed to third parties without the Licensor‘s prior consent. If the applicable license model provides that the license is personalized and allocated to a specific named-user, the right of use may only be transferred to another named user if the Licensor is informed by the User and agreed to such transfer. Any transfer of the right of use must be documented by the Licensor, the User and the third party assignee. Details regarding the transfer process are provided on the Licensor’s Website. Certain license models do not allow any transfer or assignment of the right of use.

10.2 The User may only install and use the Software on several devices concurrently if the applicable license model expressly permits this or if the Licensor expressly permits him to use the Software for other purposes. For Named User Licenses, the User can switch between different devices. This right to switch between different devices is limited to five (5) license releases per day.

10.3 Except as set forth in the above-mentioned right of use, the User may not copy, rework, decompile, reverse-engineer, distribute, modify or reproduce the Software except to the limited extent, if any, that applicable law permit such acts notwithstanding any contractual prohibitions. Other uses and exploitations of the Software are not permitted to the User. In particular, the User may not make publicly accessible, rent or otherwise enable third parties to use the Software, and the User may not use the Software for timesharing purposes.

10.4 Except to the limited extent that applicable law permits such actions notwithstanding contractual prohibitions, User shall not use or permit any third party to use the Software, including the Content, Libraries, the Capsules (as defined in § 13 below), data or other information obtained or generated from the Software, to create, train, test or otherwise enhance, be it directly or indirectly, a machine learning algorithm or artificial intelligence system that simulates or performs a function similar to any function incorporated in the Software.

10.5 The User‘s right of use ends with the expiry of the term of this License Agreement in the case of time-limited license models, and with all license models if the Licensor terminates this License Agreement because the User has not paid the license fees owed and due, or the Licensor or the User terminates this License Agreement for good cause. The User must then cease all use of the Software immediately and completely and delete or destroy all copies. Already paid license fees will not be refunded.

10.6 The User shall take reasonable precautions in case the Software does not function properly. The User shall test the Software prior to productive use, in particular with regard to its usability for the intended purpose. Furthermore, the User shall save their data according to state of the art and ensure that data from a data stock in machine-readable format can be reproduced with reasonable effort.

10.7 The User shall use appropriate safeguard measures for the Software and against access and use by unauthorized third parties.

10.8 The User shall not remove or change copyright notices, serial numbers or other features of the Software that serve as identification. The User must carefully store the registration codes provided to the User by the Licensor and protect them from access by unauthorized third parties.

11.1 The Licensor may, from time to time and at its sole discretion, develop and provide to the User updates of the Software for the purpose of remedying defects and with improved functions as well as upgrades with extended functions.

11.2 The right to use the updates and upgrades is based on the applicable license model and the User‘s right to use the Software. The User is only entitled to use an update and upgrade if the User has the right to use the Software. An update or upgrade does not give the User any additional or extended right of use to the licensed Software.

11.3 If the Licensor provides the User with an update to ensure the stipulated use of the Software or to remove a defect, the User must install the update to continue to use the Software in accordance with this License Agreement. The Licensor is not responsible for defects and damages caused by the User not installing the update. The User only has a claim against the Licensor for the provision of updates and upgrades if the applicable license model expressly provides this.

11.4 The Licensor reserves the right to enter limited maintenance mode for certain Software by written announcement on the Licensor's website (“Limited Maintenance Mode”). Limited Maintenance Mode means that the Licensor will no longer release new enhancements (upgrades and updates) of the Software. The User's right to use such Software and any Software features in Limited Maintenance Mode or to receive Support during Limited Maintenance Mode is subject to the Licensor's announcement and the timetable and details given in such announcement.

12.1 If the User breaches this License Agreement, uses the Software without the required right of use or otherwise infringes the Licensor‘s intellectual property rights, the right of use granted in this License Agreement shall immediately become invalid and the Licensor may terminate this License Agreement without notice. The User must then cease all use of the Software immediately and completely and delete or destroy all copies. The Licensor’s other rights, claims and measures against the User remain reserved.

12.2 The Software includes technical protective measures against unauthorized use and for the administration of rights. The protective measures prevent the User from using the Software in a way, for a purpose or to an extent that does not correspond to the applicable license model and violates this License Agreement. The protective measures collect data about the registration of the Software, the device, system and network in which the Software is installed and used, including IP and Computer/OS identification, and about the number and duration of usages. This data is transmitted to the Licensor via a communication interface of the Software via network connections and the Internet. The Licensor processes the data to fulfill this License Agreement and to protect the Software from unauthorized use. The User may not remove or circumvent the protective measures and may not use the Software without the protective measures. Deactivating the „Send information to Licensor” function in the Software does not deactivate the protective measures.

13.1 “Maxon Capsules” means assets, such as 3D models, materials, textures, scripts, project files, digital light kits, MoGraph and Xpresso set-ups, Python scripts capsule, nodal assets, expressions, video footage and other similar content that are designated, within the Software, as Maxon Capsules that are available to be incorporated, using the Software, into content and materials created by User.

13.2 Licensor and its licensors retain all rights, title, and interest in and to the Capsules. No title or ownership interest in or to the Capsules is transferred to User by virtue of this License Agreement.

13.3 Subject to the terms and conditions of this License Agreement, (i) Company grants the User, during the term of User’s license to use the corresponding Software, a non-exclusive, non-transferable license to reproduce and modify the Maxon Capsules for the purpose of incorporating the Maxon Capsules into content and materials created by User, and (ii) Company grants the User a perpetual, non-exclusive, non-transferable license, during and after the term of User’s license to use the corresponding Software, to reproduce and distribute the Maxon Capsules as part of such content and materials created by User under clause (i), in each case, on the condition that (a) the primary value of such content and materials created by User does not lie with the Maxon Capsules themselves, (b) User may not distribute or otherwise commercially exploit the Maxon Capsules by themselves as standalone products or as standalone paid services, (c) User may not use the Capsules in any way that technically allows a third party to use download, extract or access the Capsules as a stand-alone file, except if User contractually obliges any third party using its product not to extract or access the Capsules as stand-alone files and (d) User may not register, or apply to register, a trademark, design mark, service mark, sound mark, or tradename, that uses any Maxon Capsule (in whole or in part).

13.4 If Licensor believes that a Capsule may be subject to a third-party claim, then Licensor may instruct User to cease all use, reproduction, modification, distribution, display, performance, and possession of such Capsule, in which case User shall promptly comply with such instructions and also ensure the compliance of any third party to whom User distributed or allowed to possess such Capsule. Licensor may, at any time (1) discontinue the licensing of any Capsule and (2) deny the downloading of any Capsule.

14.1 If the User is a natural person and lives outside the United States, or if the User is a legal entity and its principal place of business is located outside the United States, the following shall apply:

14.1.1 The Licensor provides the Software to the User free from defects of quality and title and within the scope of statutory warranty. The Software must only have the standard functions described in the documentation. It does not constitute a defect if the Software does not meet special requirements or expectations of the User.

14.1.2 The Licensor is not obliged to remedy defects of quality or title caused by (1.) the use of the Software contrary to the provisions of this License Agreement, (2.) the use of the Software in systems or in connection with hardware and software that are unsuitable for this purpose and have not been released by the Licensor, or (3.) alterations of the Software by the User unless the User can prove that the defect was not caused thereby.

14.1.3 The User‘s notice of defects must provide a comprehensible description of the defect, occurrence and circumstances. The notice of defect shall also include evidence that illustrates the defect (e.g. written recordings or video sequences) and enable the Licensor to reproduce and detect the defect. All reasonable costs incurred by the Licensor in connection with an unjustified notice of defect shall be reimbursed by the User.

14.1.4 If the User is held liable by a third party because the use of the Software under this License Agreement infringes the property rights of the third party, the User is obliged to inform the Licensor immediately, assign the defense against these claims to the Licensor and to reasonably assists the Licensor at the Licensor’s expense in defending such claim.

14.1.5 The User‘s claims for material defects and defects of title shall expire after twenty-four (24) months if the User is a consumer, otherwise after twelve (12) months.

14.2 IF THE USER IS A NATURAL PERSON AND LIVES IN THE UNITED STATES, OR IF THE USER IS A LEGAL ENTITY AND ITS PRINCIPAL PLACE OF BUSINESS IS LOCATED IN THE UNITED STATES, THE SOFTWARE IS DELIVERED TO USER „AS IS” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR FURTHER DISCLAIMS ANY WARRANTY THAT (1.) THE SOFTWARE WILL MEET THE USER’S REQUIREMENTS OR WILL BE SECURE OR ERROR-FREE, (2.) THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, (3.) THE QUALITY OF THE SOFTWARE WILL MEET THE USER’S EXPECTATIONS, OR (4.) ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE LICENSOR SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY ACTIONS RESULTING FROM THE USER’S USE OF ANY SOFTWARE. THE USER MAY USE AND ACCESS THE SOFTWARE AT THE USER’S OWN DISCRETION AND RISK, AND THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF AND ACCESS TO ANY SOFTWARE.

15.1 If the User is a natural person and lives outside the United States, or if the User is a legal entity and its principal place of business is located outside the United States, the following shall apply:

15.1.1 The Licensor is liable without limitation for intent and gross negligence, for injury to life, limb or health, in accordance with the provisions of the German Product Liability Act or in the case of an assumed guarantee.

15.1.2 The Licensor‘s liability for slightly negligent violations of primary obligations is limited to direct damages, which are typical for this License Agreement and were foreseeable when it was concluded. Primary obligations are obligations on the part of the Licensor which enable the fulfillment of this License Agreement, i.e., which are prerequisites for the execution of this License Agreement and on which the User must be able to rely. In case of slight negligence the Licensor is not liable for lost profit on the part of the User.

15.1.3 Otherwise the Licensor‘s liability is excluded.

15.1.4 This limitation of liability also applies to the personal liability of the Licensor‘s employees, representatives and organs.

15.2 IF THE USER IS A NATURAL PERSON AND LIVES IN THE UNITED STATES, OR IF THE USER IS A LEGAL ENTITY AND ITS PRINCIPAL PLACE OF BUSINESS IS LOCATED IN THE UNITED STATES, SUBJECT TO APPLICABLE LAW, THE FOLLOWING APPLIES:

15.2.1 THE LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SOFTWARE OR THE RESULTS THEREOF. THE LICENSOR WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND

15.2.2 THE LICENSOR SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LICENSEE FEES FOR THE SOFTWARE PAID BY THE USER DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

15.2.3 THE USER ACKNOWLEDGES THAT THE TERMS IN THIS § 15.2 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

The Licensor complies with applicable law when processing personal data. Information on data protection and the Licensor‘s current data protection declaration are available at our Website (https://www.maxon.net/legal/privacy-policy).

17.1 The User may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (1) into any U.S.-embargoed countries or (2) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, the User represents and warrants that the User is not located in any such country or on any such list. The User also agrees that he will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

17.2 The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (1) only as Commercial Items and (2) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

18.1 In Subscription Licenses, the Licensor may amend the terms of this License Agreement in full or in part as follows: the Licensor shall notify the User of the amendment in text form at least six (6) weeks before it takes effect. If the User does not agree with the amendment to the License Agreement, the User may object to the amendment with a period of twenty (20) days before the intended date of entry into force of the amendment. The objection must be made in text form. If the User does not object, the change shall be deemed to be approved by them and the amendment shall replace the prior License Agreement. The Licensor will specifically draw the User‘s attention to the intended consequence of their conduct when notifying them of the amendment to the License Agreement.

18.2 If this License Agreement is written in several languages, only the English version is binding and the other versions are for informational purposes only.

18.3 This License Agreement and any accompanying order confirmation form issued by Licensor constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Any different or additional terms in any requests for proposal/quote and purchase orders issued by User or any other similar documents provided by User to Licensor are void, rejected by Licensor and not binding on Licensor.

18.4 If any provision of this License Agreement is held to be invalid, unenforceable, or incomplete, the remainder of this License Agreement shall continue in full force and effect. The invalid or unenforceable provision or the filling of the gap shall be replaced by the statutory provisions.

18.5 If the User is a natural person and lives in the United States, or if the User is a legal entity and its principal place of business is located in the United States, then the laws of the United States of America and the State of California govern all matters arising out of or relating to this License Agreement without giving effect to any conflict of law principles, and each of the parties irrevocably consents to the exclusive jurisdiction of the federal courts of the Central District of California and the state courts located in Ventura County, California, as applicable, for any matter arising out of or relating to this License Agreement, except that in actions seeking to enforce any order or any judgment, such jurisdiction will be non-exclusive.

If the User is a natural person and lives outside the United States, or if the User is a legal entity and its principal place of business is located outside the United States, the law of the Federal Republic of Germany shall apply to all matters arising out of or relating to this License Agreement. If the law of the Federal Republic of Germany applies and if the User is a company, a legal entity under public law or a holder of special assets under public law, Frankfurt am Main, Germany, shall be the exclusive place of jurisdiction.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this License Agreement. The parties further agree to waive and opt-out of any application of the United States Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.