This Online Trial Software License Agreement is entered into between you (the entity that has entered into this agreement) and us NETRONIC Software GmbH, a German Limited company with principal offices at Pascalstrasse 15, 52078 Aachen). This agreement is effective on the date you accept it or upon your first use of a Product linking to this agreement.
Terms used herein shall have the following definitions:
"Customer Data" means all data, including all text, sound, or image files that you provide, or are provided on your behalf, to us through your use of the Online Services.
"Initial Term" means 30 days.
"License" means the right to use, access, display, run and/or otherwise interact with a NETRONIC PROGRAM, as applicable.
“Licensee””: The person who has requested a Trial License and accepted the responsibility for ensuring that all usage of the NETRONIC Programs complies with the terms of this Software License Agreement.
“NETRONIC Program”: The computer program(s) furnished by NETRONIC to Licensee under the terms of this Software License Agreement, including the NETRONIC documentation for such program.
We grant you a License to NETRONIC PROGRAMS provided you comply with this agreement. Your License is non-exclusive and is non-perpetual and non-transferable unless specifically allowed. Minimum system requirements or other factors may affect your ability to use Products. We reserve all rights not expressly granted in this agreement.
Licensee agrees not to
modify, reverse compile, disassemble, or otherwise reverse engineer any NETRONIC Program, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law);
attempt to access or use portions of the NETRONIC Program code for which Licensee has not acquired a license; or
except as specifically authorized herein, distribute or transfer the NETRONIC Program.
Licensee also agrees not to remove or destroy any proprietary markings or legends or any encrypted license keys or similar security devices placed upon or contained within any NETRONIC Program.
Each NETRONIC Program shall be used by the Licensee only for the purpose of evaluating suitability of the program for the Licensee's proposed applications. For the avoidance of any doubt all output generated from any NETRONIC Program including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of NETRONIC. All files provided by NETRONIC and all output generated from these files shall remain the property of NETRONIC and shall not be used for purposes other than internal evaluation.
Any use of any NETRONIC Program for a commercial purpose or to produce meshes having commercial value, including any project or mesh of a type performed in the normal course of a business or practice, is prohibited.
Licensee shall not use any NETRONIC Program for the purpose of developing products which compete with the NETRONIC Programs. In no event shall Licensee make all or any part of any NETRONIC Program available to any third person as part of a data services operation or application services provider or otherwise.
All use of any NETRONIC Program shall be under the direct supervision and control of the Licensee. Licensee hereby asserts to be fully cognizant of the terms and conditions of this Software License Agreement, and to have the authority to exercise such supervision and control.
Licensee understands and acknowledges that it is granted only those rights set out in this Software License Agreement and no other rights.
Any violation of the restrictions of use will get sued with a fine of up to €5,000,000.00.
Licensee acknowledges and agrees that this Software License Agreement does not grant Licensee any title or rights of ownership in any NETRONIC Program or any right to use, copy, and transfer or disclose all or any portion of any NETRONIC Program except as expressly provided in this Software License Agreement and the applicable License Supplement.
All right, title, and interest in any NETRONIC Program and in any ideas and know-how which are developed by NETRONIC in the course of providing any technical services, including any enhancements or modifications made to a NETRONIC Program, shall at all-time remain the property of NETRONIC. Licensee acknowledges and agrees that the NETRONIC Program is licensed, not sold.
NETRONIC will provide Licensee trial license free of all charges for the Initial Term. NETRONIC reserves the right to change its prices, including license fees. NETRONIC will inform Licensee in advance of such a change.
Support for the duration of the trial license will be provided at NETRONIC's sole discretion and may be conditioned upon payment of additional fees.
For a period of five (5) years from the last date that NETRONIC delivers to Licensee any NETRONIC Program or any update or improvement thereto, Licensee shall
keep confidential and utilize its best efforts to prevent unauthorized disclosure or use of any NETRONIC Program, and
treat all NETRONIC Programs with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorized access or use, and
not make or permit to be made any more copies of any NETRONIC Program than are necessary for the Licensee's internal use of that NETRONIC Program.
The obligations in this Section shall not extend to any part of any NETRONIC Program which is now or hereafter publicly known by virtue of disclosures not attributable to Licensee, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.
The Online Services and Licensed Software are being provided under this agreement on a temporary basis for use with your Trial Subscriptions. No warranties are provided under this agreement.
DISCLAIMER OF WARRANTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION (i) REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT, (ii) REPRESENTATIONS OR WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (iii) REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
Licensee expressly acknowledges that:
NETRONIC shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any NETRONIC Program for any purpose or use thereof or by any defect or deficiency therein.
NETRONIC shall not have any liability with respect to any loss or damage related to or arising from (a) any failure of any NETRONIC Program to perform as specified herein except as and to the extent otherwise expressly provided herein; or (b) any use or application of any NETRONIC Program or the results or decisions made or obtained by users of the NETRONIC program.
The total of NETRONIC's liabilities to Licensee for damages, if any, shall not exceed the amounts paid by Licensee under this Software License Agreement during the twelve (12) months preceding the assertion of Licensee's claim.
No action, regardless of form, arising out of any transaction under this Software License Agreement may be brought by Licensee more than one year after the Licensee has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.
Trial/Evaluation Licenses will terminate automatically after the Initial Term.
NETRONIC shall have the right without further obligation or liability to Licensee to terminate this Software License Agreement and Licensee's license hereunder as to any NETRONIC Program.
The following obligations shall survive termination of the Software License Agreement for any reason: (a) Licensee's obligations under Sections 7 (Non-Disclosure); and (a) Paragraph (iii) of this Section. Termination of this Software License Agreement will not relieve either.
Upon the termination of this Software License Agreement as to any NETRONIC Program, the license and all other rights granted to Licensee as to that NETRONIC Program hereunder shall immediately cease, and Licensee shall immediately: (1) return that NETRONIC Program to NETRONIC including all documentation, manuals and copies in respect of that NETRONIC Program; (2) purge all copies of that NETRONIC Program and any portions thereof from all CPU's and storage media and devices on which Licensee has placed or allowed others to place that NETRONIC Program; and (3) upon request provide NETRONIC with written certification that Licensee has complied with its obligations under this Paragraph 10(c).
Licensee shall not have the right to assign or otherwise transfer its rights or obligations under this Software License Agreement except with the written consent of the other party.
This Software License Agreement and any License Supplement shall be governed by and construed in accordance with German law and the parties agree to submit to the exclusive jurisdiction of the German courts, and shall not be governed by the United Nations Convention on the International Sale of Goods.
This Software License Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software License Agreement. Licensee acknowledges that it has not been induced to enter into this Software License Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software License Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by Licensee.
This Software License Agreement supersedes any and all other Software License Agreements between the parties governing NETRONIC Programs.
This Software License Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.
The obligations of Licensee under Sections 3 (Restrictions on Use) and 7 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to NETRONIC for which NETRONIC cannot be reasonably or adequately compensated in damages in the event Licensee breaches such obligations. Therefore NETRONIC shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.
