VISUALAPPLETS END-USER LICENSE AGREEMENT#
THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN END-USER (“CUSTOMER”) AND BASLER AG ("BASLER") FOR THE BASLER SOFTWARE PRODUCTS ACCOMPANYING THIS AGREEMENT, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE "ONLINE" OR ELECTRONIC DOCUMENTATION, ASSOCIATED MEDIA, AND PRINTED MATERIALS ("SOFTWARE"). BEFORE CUSTOMER CLICK ON THE "ACCEPT" BUTTON BELOW AND COMPLETE THE INSTALLATION PROCESS, OR BEFORE CUSTOMER DOWNLOAD, INSTALL OR USE THE SOFTWARE, CAREFULLY READ THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, CUSTOMER CONSENT TO THE TERMS OF THIS AGREEMENT AND CUSTOMER AGREE TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND/ OR DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. SOFTWARE OF THIRD-PARTY MANUFACTURERS. Notwithstanding the terms and conditions of this AGREEMENT, all or any portion of the SOFTWARE which constitutes non-proprietary BASLER software or software provided under open source license by third parties ("third-party software"), is licensed to CUSTOMER subject to the terms and conditions of the software license agreement accompanying such third-party software. Use of the third-party software by CUSTOMER shall be governed entirely by the terms and conditions of such license. CUSTOMER can find the license terms and conditions in the file "VisualApplets Third-Party Licenses.html" or contact BASLER support. BASLER software includes some open source software source code that may be used and modified by anyone and everyone, provided they, in turn, make it available to everyone else with the same licensing agreement. Please contact BASLER support for the original source code of components licensed under open source licenses.
2. GRANT OF LICENSE. BASLER grants CUSTOMER a personal, non-exclusive, non-transferable right to use the SOFTWARE provided that CUSTOMER comply with all terms and conditions of this AGREEMENT. The transfer of the SOFTWARE, including, but not limited to, sublicensing and distribution to a third party is not permitted. CUSTOMER may not rent, lease, sub-license, or lend the SOFTWARE or any portions thereof to others.
3. PERMITTED USE OF THE SOFTWARE, SOFTWARE CONFIGURATIONS. CUSTOMER may install and use the SOFTWARE as provided herein. CUSTOMER may solely use the SOFTWARE for the purpose to develop applications for BASLER or SILICON SOFTWARE GMBH hardware products or third party products, which are qualified for embedded VisualApplets. In particular, this only includes products, which are listed as hardware platforms in VisualApplets.
Different rights, obligations and restrictions apply to each Software Configuration. CUSTOMER`S right to install and use the SOFTWARE is determined by the Software Configuration selected, as set forth below:
3.1 DEMO VERSION. Starting the SOFTWARE without a developer license leads to entering the Demo mode. CUSTOMER`S right to use the SOFTWARE in this mode is restricted to the purpose of evaluating the SOFTWARE. Except as aforesaid, CUSTOMER may not use the SOFTWARE for any other purposes, including, but not limited to, commercial purposes. In particular, CUSTOMER may not use the Demo mode to develop commercial applications.
3.2 DEVELOPMENT VERSION. Starting the SOFTWARE with a developer license allows CUSTOMER to use the functionality of the SOFTWARE as described in the DOCUMENTATION for a certain period of time. The Development version requires a Wibu CodeMeter license dongle with an appropriate stored license. The period of time is unlimited for a given major version of the SOFTWARE. New major versions of the SOFTWARE require a new developer license.
CUSTOMER may use the SOFTWARE to create derivatives, including commercial applications. In particular, CUSTOMER may use the Development Version to build FPGA designs for framegrabbers and cameras, which are qualified for VisualApplets or Embedded VisualApplets.
4. RESTRICTIONS. CUSTOMER may not copy or use the SOFTWARE except as set forth in this AGREEMENT. CUSTOMER may not remove any proprietary notices or labels on the SOFTWARE; any copies that CUSTOMER are permitted to make pursuant to this AGREEMENT must contain the same copyright and other proprietary notices that appear on and in the SOFTWARE. No right is granted hereunder to use the SOFTWARE or any bitstream generated by use of the SOFTWARE to program or develop designs for devices, which are not qualified for VisualApplets or Embedded VisualApplets.
5. LIMITATION ON REVERSE ENGINEERING. CUSTOMER agree not to modify, adapt, reverse engineer, decompile, or disassemble the SOFTWARE or otherwise attempt to discover the source code of the SOFTWARE or algorithms contained therein or create any derivative works from the SOFTWARE, except as expressly provided in this AGREEMENT.
6. PROPRIETARY RIGHTS. All intellectual property rights in the SOFTWARE are owned by BASLER or its suppliers and are protected by copyright laws and international copyright treaties. CUSTOMER shall not remove any product identification, copyright notices or proprietary restrictions from the SOFTWARE.
7. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, BASLER provide the SOFTWARE "as is". BASLER makes no warranties of any kind with respect to the SOFTWARE's workability, accuracy, completeness, suitability for a particular purpose and/or commercial usability. In particular, BASLER shall not be liable for the infringement of third party rights by the application, use and/or other performance of the technical information and technical know-how and/or by objects, devices and/or processes which make use of the SOFTWARE or have been produced using it.
8. LIMITATION OF LIABILITY.
8.1 CUSTOMER acknowledges that using or selling SOFTWARE in devices or systems where malfunction may result in personal injury, death, damage to property or the environment is at its own risk and agrees to indemnify and BASLER harmless from all losses and damages (including legal fees) which may be incurred by BASLER as a result of any claims or actions resulting from damages caused by the use of the SOFTWARE in such devices or systems by CUSTOMER or any party the CUSTOMER has directly or indirectly supplied SOFTWARE to.
8.2. BASLER, its legal representatives and vicarious agents shall – irrespective of the legal ground – only be liable for damages if the damage was caused through BASLER´S culpable breach of a major contractual obligation (cardinal duty), gross negligence or wilful misconduct. Any further liability for damages is expressly excluded unless set forth otherwise below.
8.3. Subject to this Section 8.4., if BASLER is liable for the violation of a major contractual obligation in the absence of gross negligence or wilful misconduct, such liability for damage shall be limited to damages, which were foreseeable by BASLER at the time when the contract with the CUSTOMER became effective.
8.4. BASLER shall in no event be liable for indirect or consequential damages, loss of profit, loss of business or commercial opportunities, loss of or damage to goodwill or reputation.
8.5. BASLER shall in no event be liable for an amount exceeding in aggregate, for any and all claims, the actual payment received by BASLER under the AGREEMENT with the CUSTOMER or 1,000,000.00 EUR (one million EURO) whichever is lower.
8.6. The limitation or exclusion of liability stated above shall NOT apply in the case of culpable injury to life, body or health, or wilful misconduct or under the liability provisions of the German Product Liability Act.
9. GOVERNING LAW AND JURISDICTION. This AGREEMENT shall be considered to have been entered into and construed in accordance with the laws of Germany to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG). For all controversies between the parties or claims based on this AGREEMENT the District Court Hamburg shall have jurisdiction. Failure by either party to enforce any term of this AGREEMENT shall not be deemed to be a waiver of future enforcement of that term or any other term. CUSTOMER agree that this AGREEMENT shall be enforceable in a court of equity and acknowledges that a breach by CUSTOMER of the terms of this AGREEMENT may not be adequately remedied by an award of damages and that BASLER shall therefore be entitled to injunctive or other equitable relief in the event of such breach. CUSTOMER further agree that the election by BASLER to seek equitable relief shall not preclude it from also seeking relief at law.
10. GENERAL. This AGREEMENT is the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements and communications with respect to the subject matter. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and cannot be modified except by a written document signed by both parties. If any provision of this AGREEMENT is held invalid, the offending clause will be modified so as to be enforceable and, as modified, shall be fully enforced, and the remainder of this AGREEMENT will continue in full force and effect.