TIXEL Software: Commercial License Agreement – Terms And Conditions

This Commercial License Agreement, including the grant of license and disclaimer of warranties contained herein, will become a valid and binding agreement of the parties upon Licensee signing and returning to TIXEL an acceptance copy of this agreement, or upon use of the Licensed Software in any commercial manner, whichever occurs first.

Licensor grants Licensee a non-exclusive and non-transferable license to use the Licensed Software which must retain all of the original proprietary notices. This license does not entitle Licensee to receive from TIXEL hard-copy documentation, technical support, or telephone assistance. Licensee may not customize the Licensed Software beyond the extent permitted via the configuration of the software unless licensee has entered into a Rebranding or Cobranding agreement with TIXEL, and then only to the extent permitted in the license agreement for Rebranding or Cobranding. Licensee may not redistribute or sublicense the Licensed Software unless Licensee has separately entered into a distribution agreement with TIXEL.

Except as otherwise expressly permitted in this Agreement, or in another agreement with TIXEL to which Licensee is a party, Licensee may not modify or create any derivative works of the Licensed Software or documentation, including translation or localization; redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensed Software. Licensee shall not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Software.

Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Licensed Software held or controlled by Licensee.

By accepting this license grant, the Licensee does not become the holder of any other intellectual property rights in the Licensed Software. Title to and ownership of the intellectual property rights in the Licensed Software, all copies thereof, and all documentation related thereto, shall remain at all times with the Licensor. The Licensee agrees to take all steps which are reasonably necessary to protect the Licensor’s ownership rights to the Licensed Programs in the conduct of the Licensee’s licensed commercial activity with the Licensed Programs, and will not take any action to jeopardize, limit or interfere in any manner with such rights.

The Licensor does not represent or warrant that the functions contained in the Licensed Software will meet the Licensee’s requirements or will operate in the combination selected by the Licensee or that the operation of the Licensed Software will be error free. In no event shall the Licensor be liable for any incidental, indirect, special or consequential damages whatsoever (including, but not limited to, lost profits or interruption of business) with respect to, arising out of, in connection with, or related to this Agreement. The Licensor’s liability arising out of contract, negligence, strict liability in tort or any other claim at law shall not exceed any fees paid by the Licensee for the Licensed Software. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, or allow the exclusion of implied warranties; in such cases the limitation and exclusion above may not apply to the Licensee.

Licensee agrees that it shall not directly or indirectly export the Licensed Software in contravention of any export law.

This Agreement shall be governed and construed in accordance with the laws of Germany applicable therein. If any provision of this Agreement or the application thereof shall be invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced by the fullest extent of the law.

The parties declare that they have requested, and do hereby confirm their request, that this contract be drafted in the English language.

Any software or documentation in source or binary form provided along with the Licensed Software that is associated with a separate license agreement is licensed to Licensee under the terms of that license agreement. This License Agreement does not apply to those portions of the Licensed Software. Copies of the third party licenses are included in the Software Distribution.

The Licensed Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Licensed Software, or any software, tool, process, or service that was developed using the Licensed Software, could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”).

Accordingly, TIXEL specifically disclaims any express or implied warranty of fitness for High Risk Activities. Licensee agrees that TIXEL will not be liable for any claims or damages arising from the use of the Licensed Software, or any software, tool, process, or service that was developed using the Licensed Software, in such applications.

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, proposals or communications between the parties relating to the Licensed Software Program(s) and User Manual(s). Failure by the Licensor to exercise its rights under this Agreement, or to require strict performance of any part of this Agreement, shall not constitute a waiver of those rights or provisions, and they remain in full force and effect. If any term or provision of this Agreement or the application thereof shall be invalid or unenforceable, such term or provision shall be severed from this Agreement and the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Hannover, Germany – May 2015