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CENTERACTIVE AG END USER LICENSE AGREEMENT Copyright 2015 centeractive ag. All Rights Reserved.
IMPORTANT - READ CAREFULLY BEFORE PROCEEDING This End-User License Agreement ("EULA") is a legal agreement. By downloading, installing, copying, saving on your computer, or otherwise using this Software, you (Buyer, as defined below) are becoming a party to this agreement and you are consenting to be bound by all the terms and conditions of this agreement. If you do not agree to the terms of this ”EULA”, do not install or use the Software. 1. Definitions "Licensor" shall mean centeractive ag., having its registered office at Worbstrasse 170, Gümligen, 3073, Switzerland. "Software" shall mean the software contained in this package and any subsequent versions or upgrades received as a result of having purchased this package. "Buyer" shall be taken as the original purchaser of the Software, be it an individual or legal entity specified in the License Certificate. For legal entities, "Buyer" includes any entity which controls, is controlled by, or is under common control with Buyer. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity. “License” shall mean the non-exclusive, non-transferable license right to use the Software subject to the terms, conditions, and limitations set forth in this EULA. "License Certificate" shall mean evidence of one or more licenses provided by Licensor to Buyer in electronic or printed form. "Authorized User" shall mean (i) if Buyer is an individual, solely Buyer; (ii) if Buyer is a legal entity, any employee or independent contractor or other temporary worker authorized by Buyer to use the Software while performing duties within the scope of their employment or assignment. "Activation Key" shall mean a unique key-code that enables an Authorized User to use the Software. Only Licensor and/or its representatives are permitted to produce Activation Keys for the Software. "Client" shall mean a computer device used by Authorized User for running the Software. "Registration Server" means a server application that is designed to store Activation Keys and to enable access to the Software from Clients within Buyer's local area
network ("Buyer's LAN"). Registration Server may be optionally provided by Licensor to Buyer. 2. Ownership The Software is the property of Licensor or its suppliers. The Software is licensed, not sold and Buyer is granted a limited license to use this Software. The Software may be used or copied only in accordance with the terms of that license, which is described in the following paragraphs. Title and copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers. 3. Copyright Buyer acknowledges ownership and intellectual property rights of Licensor and will not take any action to jeopardize, limit or interfere in any manner with Licensor’s ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties. 4. License Buyer has the non-exclusive, non-transferable license right to use the Software subject to the terms, conditions, and limitations set forth in this EULA. Buyer may install and use the version of the Software that has been specified in License Certificate on multiple Clients and operating systems, provided that the number of Authorized Users does not exceed the number of licenses or any other definition of license scope granted in the License Certificate. Buyer is entitled to updates of the Software for the period of one year from the date of purchasing the Software. The updates program entitles Buyer to all bug fixes, upgrades and major releases produced by Licensor during the program duration. Afterwards Buyer may renew the Licence at an additional charge pursuant to the upgrade terms set forth by Licensor on its product web site or continue using software with no right to the aforementioned services. If Buyer obtained Activation Key(s) for a new version of the Software from Licensor, Buyer shall destroy Activation Key(s) obtained for the previous versions of the Software and make sure that it is not used by Authorized Users. Except as otherwise expressly permitted in this EULA, Buyer may not: modify or create any derivative works of the Software or documentation, including translation or localization; decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. The Software and accompanying documentation may not be provided by a "backup service" or any other vendor which does not provide an original package as composed
by Licensor, including but not limited to all original distribution media, documentation, registration cards, and insertions. 5. Disclaimer of warranty Buyer acknowledges that the Software may not be free from defects and may not satisfy all of Buyer's needs. Licensor warrants all media on which the Software is distributed for 30 days to be free from defects in materials and workmanship under normal use. The Software and any accompanying written materials are licensed "as is" without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Buyer's exclusive remedy during the warranty period shall consist of replacement of distribution media if determined to be faulty or return of the price paid. 6. Limitation of liability In no event will Licensor be liable for direct, indirect, incidental or consequential damage or damages resulting from loss of use, or loss of anticipated profits resulting from any defect in the program, even if it has been advised of the possibility of such damage. Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. 7. Restricted use during evaluation period Subject to the terms of this EULA, Buyer is granted a right to use the Software for evaluation purposes without charge for a period of thirty (30) days from the date of installation of the Software. Buyer's use of the Software during evaluation period shall be limited to the internal evaluation of the Software for the sole purpose of determining whether the Software meets Buyer's requirements and whether Buyer desires to continue use of the Software. Upon expiration of evaluation period, Buyer must obtain a license for perpetual use of the Software or cease using the Software. 8. Third party software The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.centeractive.com/thirdparty/index.html and are made a part of and incorporated by reference into this EULA. By accepting this EULA, Buyer is also accepting the additional terms and conditions, if any, forth therein. 9. Termination This EULA is effective until terminated. Buyer may terminate this EULA at any time by destroying all copies of the Software. This EULA will terminate immediately without notice if Buyer fails to comply with any provision of this EULA. Upon termination, Buyer is obliged to destroy all copies of the Software. 10. Complete agreement
This EULA constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this license will be binding unless in writing and signed by Licensor. 11. Governing law and severability This EULA will be governed by and construed in accordance with Swiss law and both parties submit to the exclusive jurisdiction of the Court of the Canton of Berne, Switzerland. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
