Software-License Agreement ETS/SEPTEMBER 07

 

ATTENTION! PLEASE READ THIS ETS SOFTWARE LICENSE AGREEMENT BEFORE UNLOCKING THE ETS SOFTWARE PACKAGE. BY UNLOCKING THE ETS SOFTWARE PACKAGE WITH THE PERMANENT LICENSE KEY RECEIVED FROM KNX Association, YOU CONFIRM THAT YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS ETS SOFTWARE LICENSE AGREEMENT.

 

ONCE THE ETS SOFTWARE PACKAGE IS UNLOCKED THE TERMS AND CONDITIONS OF THIS ETS SOFTWARE LICENSE AGREEMENT WILL BE DEEMED TO HAVE BEEN ACCEPTED BY YOU.

 

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS ETS SOFTWARE LICENSE AGREEMENT YOU ARE NOT ALLOWED TO UNLOCK THE ETS SOFTWARE PACKAGE.

 

1.     Definitions:

 

"KNX Association" shall mean KNX Association cvba, Brussels. "Licensee" shall mean the rightful user of the enclosed Software. "Software" shall mean the operational ETS Software. "Software documentation" shall mean the help file as part of the operational Software and all other manuals, user documentation, and other related materials pertaining to the Software which are furnished to Licensee by KNX Association in connection with the Software. “ETS SOFTWARE PACKAGE” shall mean the ETS Software including the Software documentation.

 

2.     License grant:

 

Provided the Licensee has paid the relevant license fee KNX Association grants the Licensee a non-exclusive and non-transferable right to use the Software on a single computer system (i.e. only with one CPU) or in conjunction with a single purchased dongle according to the terms and conditions stipulated below, and for the purposes and the applications as set out in the Software documentation.

 

3.     Limitation on use:

 

The Licensee does not have the right to reverse engineer or otherwise reconstruct the source code of the Software or any part of it or make further copies of the Software and/or the Software documentation or parts thereof. The Licensee may copy the Software in part or in whole on another magnetic medium only for back-up and/or recovery purposes. The Licensee moreover accepts to only use KNX/ EIB registered and/or certified products in projects realized with the Software.

 

4.     Property, Secrecy:

 

Both the Software and the Software documentation are company secrets of KNX Association and/or its licensors and/or protected by copyright and other rights, of which KNX Association and/or its licensors remain the owners. KNX Association and/or its licensors are the owner of the title, copyright and all other proprietary rights in each licensed ETS Software package, and all parts and copies thereof remain vested in KNX Association and/or its licensors.

 

The Licensee acquires no title, right or interest in the ETS Software package other than the license rights granted herein.

 

The Licensee will not remove any trademark, trade name, or copyright notice from the ETS Software package or copies thereof received under this ETS Software License Agreement and from any back-up copy and/or any portion merged into other programs

 

5.    Confidentiality:

 

The ETS Software package is delivered to the Licensee on a confidential basis and the Licensee is responsible for taking all steps necessary to ensure the continued proprietary and confidential nature of the ETS Software package. In particular the Licensee shall not disclose, sublicense, rent, assign, lease or transfer under any form the ETS Software package to any third party.

 

6.    Changes, updates:

 

The ETS Software package is subject to changes by KNX Association. This ETS Software License Agreement does not grant the Licensee any right to or license for any improvements, modifications or updates to the Software or Software documentation or other support services. The Licensee can purchase such support services against payment at KNX Association.

 

7.     Guarantee:

 

The Software and the Software documentation are delivered to the Licensee in the indicated version. The guarantee period of the Software is six (6) months, starting with the date of sending of the granted permanent license key. The Licensee shall report any possible defects immediately to KNX Association in writing, i.e. all immediately identifiable defects within ten (10) days after delivery. If no written complaints are submitted within the specified delay, claims for such defects can no longer be derived against KNX Association.

 

During these six (6) months, KNX Association guarantees the following: the proper replacement of the Software in case of guaranteed defects; that the respective version of the Software operates according to the included Software documentation and can be run on computers complying to the system requirements given by KNX Association. The guarantee is ensured by a substitute delivery of the Software as Licensee’s sole and exclusive remedy.

 

If the substitute delivery does not reach the Licensee or if the delivery can not be ensured within thirty (30) days, the Licensee has the right to request the cancellation of the ETS Software License Agreement or a rebate on the paid license fees. No guarantee is made that the Software or its data structures are free of bugs. The guarantee neither applies to failures arising from improper handling or any other reasons out of the influence of KNX Association and without written consent by KNX Association. Any other guarantees are excluded. After the binding conclusion of the License Agreement, returning and/or refund of the license fee – for whatever reason - is excluded.

 

8.    Limitation of liability for direct and consequential damages:

 

KNX Association SHALL NOT IN ANY CASE BE LIABLE FOR DIRECT AND INDIRECT DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER COURSE OF ACTION, EXCEPT AS PROVIDED FOR IN THIS ETS LICENSE AGREEMENT. IN ANY EVENT KNX Association’s LIABILITY SHALL NEVER EXCEED THE LICENSE FEES PAID BY LICENSEE.

 

9.    Price conditions and terms of payment:

 

All prices are subject to the respective applicable V.A.T. Payments shall be made by Licensee within thirty (30) days after the date of the invoice, without discount, net cash. Any invoice not paid on the due date will legally be increased with the central bank discount rate increased by 2%, calculated on a daily basis as of the due date until complete reception of all amounts due. The pursuit of any further specific claims remains reserved.

 

10.   Governing Law and dispute:

 

This ETS Software License Agreement shall be governed by and shall be construed in accordance with the Belgian Law without regard to any conflict of laws provisions. The courts of Brussels (Belgium) have the exclusive jurisdiction for the resolution of all disputes or controversies between KNX Association and Licensee.

 

11.   Duration and Termination:

 

This ETS Software License Agreement shall remain in force until terminated as provided below.

 

This ETS Software License Agreement and the license granted herein may be terminated by KNX Association upon 15 (fifteen) days prior written notice to Licensee in case of breach by the Licensee of any provision of this ETS Software License Agreement.

 

The Licensee has the right to terminate at any time and for any reason the ETS Software License Agreement.

 

Licensee shall not have any right to any indemnity or payment of compensation or damages in the event of termination of this ETS Software License Agreement.

 

The termination shall not release the Licensee from its obligation to pay any license fees accruing up to the effective termination date.

 

Upon termination of this ETS Software License Agreement for any reason the Licensee will refrain from any use of the ETS Software package and the Software and the Software documentation as well as the granted license key shall be immediately and without prior request returned by registered letter in full to KNX Association. Any copies of the granted license key and/or the ETS Software package shall be destroyed. In any case the provision regarding the confidentiality shall survive the termination of this ETS Software License Agreement.

 

12.   Miscellaneous: 

 

The invalidity of any provision of this ETS software License Agreement shall not affect any other part of this ETS Software License Agreement. This ETS Software License Agreement constitutes the complete and exclusive statement concerning this ETS Software License Agreement between the parties. This ETS Software License Agreement may not be altered, amended or modified except by written confirmation.

 

13.   Exceptions:

 

All rights not explicitly expressed by this ETS Software License Agreement are reserved.