End User License Agreement (hereinafter called EULA)
valid from: 2024.04.16
Teqno Dynamics Limited
THIS TEQNO EULA IS A LEGAL CONTRACT BETWEEN TEQNO DYNAMICS LIMITED, 16 INNS COURT, WINETAVERN STREET, DUBLIN 8, IRELAND (“TEQNO”) AND YOU, THE END USER, (HEREINAFTER CALLED “LICENSEE”). TEQNO HEREBY DECLARES AS A COMMITMENT THAT YOU ARE ENTITLED TO THE RIGHTS TRANSFERRED UNDER THIS AGREEMENT. BY OPENING THE SOFTWARE PRODUCT, COMPLETING THE LICENSING PROCESS OR DOWNLOADING, INSTALLING, ACCESSING OR UTILISING THE SOFTWARE PRODUCT, YOU AGREE TO BE FULLY BOUND TO THE TERMS AND CONDITIONS STATED UNDER THIS EULA OR ANY SEPARATE WRITTEN AGREEMENT APPROVED BY TEQNO.
Preamble
TEQNO develops TeqnoWell process visualization and control systems (“SOFTWARE PRODUCT”). This EULA regulates the License for the Software Product, regardless of the media on which it is distributed.
1. License
Subject to payment of applicable License fees, TEQNO grants Licensee, and Licensee accepts, subject to the terms and conditions of this EULA, a non-exclusive and non-transferable License for an unlimited period of time, subject to Section 4 below (Termination) to use the Software Product and accompanying documentation according the Authorization Code provided by TEQNO. The Licensee agrees that the Software Product is not sold but only licensed to the Licensee according the Authorization Code meaning that the Licensee does not own the Software Product or a part of the Software Product or any Third-Party software incorporated in the Software Product. The Licensee is only allowed to use the Software Product under the terms and conditions of this EULA.
In case the Software Product is provided without any costs for the Licensee and/or is provided for demo or evaluation purposes, any warranty or liability claims in accordance with section 2 and 3 of this EULA are excluded.
The Licensee is only allowed to run one TeqnoWell SCADA project per (virtual) machine.
2. Limited Warranty
The expressed warranty set forth herein is the only warranty with respect to the Software Product. The extend of TEQNO`s duties under this limited warranty shall be the correction and the replacement of the Software Product which fails to meet this warranty. In that event and if Licensee provides TEQNO with a written Defect report during the warranty period of one year, TEQNO will use reasonable efforts to correct or replace the Software Product promptly at no charges to Licensee. This is Licensee’s sole and exclusive remedy for breach of any expressed or implied warranties hereunder.
Defects have to be reported and delivered to TEQNO in a reproducible way. Defect reports have to contain a short summary, a detailed description of the erroneous situation, the expected and the actual behavior, the environmental conditions under which the error can be reproduced by TEQNO and an isolated project example, where the error can be reproduced with standard TeqnoWell installation on TEQNO’s test equipment. Defects, which are not directly reproducible by TEQNO with reasonable effort, are excluded from the obligation of defect correction.
TEQNO warrants to Licensee that the Software Product (excluding Third Party software) will operate according to its documentation. TEQNO makes no warranties, either expressed or implied, of any kind (merchantability, fitness for a particular purpose, or non-infringement). TEQNO does not warrant that the Software Product will meet Licensee’s requirements or will operate in combination with hard- or software which may be selected by the Licensee or that the operation will be secure, error-free or uninterrupted and TEQNO disclaims any and all liability in accordance with section 3 of this EULA on account thereof. Licensee must determine that the Software Product sufficiently meets Licensee’s requirements. Specific components of the Software Product may require a separate License to be accessed or otherwise utilized.
TEQNO warrants to the Licensee that the Software Product, when delivered, does not infringe any copyright, patent or any other intellectual property right of a Third Party as governed by the laws of Austria. TEQNO agrees to indemnify and to hold the Licensee harmless from all cost and damages incurred in connection with any such claim if the Licensee gives TEQNO written notice of any such claim within 30 days after Licensee becomes aware of such claim, if TEQNO has sole control of the defense of such claim, and Licensee provides TEQNO information, authority and assistance to defend against or settle such claim. Upon receipt of notice of alleged infringement TEQNO shall have the right to terminate the EULA and retract the Software Product at the License-fee paid by the Licensee or replace or modify the infringing Software Product to be non-infringing or obtain the right for Licensee to continue using the Software Product. This section does not apply in the event, that any breach, failure, infringement or non-compliance would have been avoided by the use of a current, unaltered release of the Software Product or the breach, failure, infringement or non-compliance results from the use or combination of the Software Product with other software, hardware or materials, or results from the negligence of Licensee or any party other than TEQNO.
TEQNO warrants that the Software Product will be delivered on a defect free media and, when properly installed and used, will substantially achieve the functionality described in the applicable documentation. TEQNO will not be liable for any loss of profit or damage caused by the delay in delivering the Software Product or any other performance under this EULA. This warranty does only apply for Software Products which are supplied against payment.
3. Limit of Liabilities
In no event shall TEQNO be liable for any damages whatsoever, including damages for losses of business profits, business interruption, loss of business information, loss of production, consequential loss, or any other loss arising out of the use or the inability to use the Software Product even if TEQNO has been advised of the possibility of such damages, regardless of legal grounds (contract, tort or otherwise) upon which the claim is based. In case Licensee claims that the Software Product has caused damage by gross negligence of TEQNO, the burden of proof for such gross negligence shall rest with the Licensee.
4. Termination
This EULA shall remain effective until termination in accordance with this section. This EULA will terminate if Licensee does not comply with any terms and conditions of this EULA. Upon such termination Licensee agrees to remove the Software Product and all copies of the Software Product from Licensee’s systems, discontinue using the Software Product and destroys the Software Product including all documentation. Licensee shall give written notice to TEQNO about such removal and destruction within 30 days after the removal and destruction. The termination of the EULA will not release the Licensee from any liability or obligation (such as accrued charges) which remain to be performed.
5. Proprietary Rights and Restrictions
Title, ownership rights, and intellectual property rights of the Software Product shall remain with TEQNO. Licensee acknowledges such rights and will not jeopardize, limit or interfere in any manner with TEQNO’s ownership of or rights with respect to the Software Product.
Licensee may neither distribute or disclose the Software Product in whole or part to Third Parties nor copy, translate, reverse engineer, de-compile, disassemble or modify the Software Product without prior written permission of TEQNO. The Licensee shall not lease or rent the Software Product or a part or portion of the Software Product to a Third Party unless TEQNO grants this right to the Licensee in written consent. The Software Product is protected by a License protection mechanism and may only be used in conjunction with a valid License Key (which may be either a hardware or software device or both) issued by or on behalf of TEQNO. TEQNO retains ownership of the License Key. The Licensee may use the License Key to operate the Software Product for the term of this Agreement.
The Licensee must not use the APIs or development tools or interfaces of the Licensed Software to create software modules or functionalities to replace software modules or functionalities (e.g. user interface, drivers, ..), which are integral or optional part of the Licensed Software, if not agreed otherwise by TEQNO.
6. 3rd Party Software
Any Third-Party software may be provided as a part of the Software Product and is licensed to the Licensee only for use as a part of the Software Product.
Third Party Software is provided as is. TEQNO makes no warranties, neither expressed nor implied, of any kind (merchantability, fitness for a particular purpose or non-infringement) with respect to any Third-Party software. In case Third Party software is licensed for TEQNO by its licensor, such warranty is assignable to Licensee without the payment of any additional fee.
7. Records
Licensee shall maintain accurate records as necessary to verify compliance with this EULA. TEQNO is entitled to audit the Licensee to verify such compliance. All audits shall be conducted at TEQNO`s expenses unless the result proofs that the Licensee did not comply with the EULA.
8. Export Control
TEQNO shall not be obligated to fulfill this Agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.
If Licensee transfers the Software Product (software and/or technology as well as corresponding documentation, regardless of the mode of provision) delivered by TEQNO to a Third Party worldwide, the Licensee shall comply with all applicable national and international (re-) export control regulations. In any event Licensee shall comply with the national (re-) export control regulations of the country of the contractor, of the European Union and of the United States of America. If required to conduct export control checks, the Licensee, upon request by TEQNO, shall promptly provide TEQNO with all information pertaining to particular end customer, destination and intended use of the Software Product, as well as any export control restrictions existing. Licensee shall indemnify and hold TEQNO harmless from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by Licensee, and Licensee shall compensate TEQNO for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of Licensee. This provision does not imply a change in burden of proof.
If and to the extent the sale or supply of the Software Product is subject to prior authorization by the competent export control authorities of the European Union, this Agreement shall come into force only upon granting of such authorization.
9. Demo/Evaluation purpose only
If the Licensee intends to use the Software Product without a valid License only for demo and/or evaluation purposes the Licensee is fully bound to the terms and conditions of this EULA. Furthermore, the Licensee agrees to the following points:
The Software Product shall only be used for demo and/or evaluation purposes for a period not exceeding 90 days. The Licensee must not use the Software Product without a valid License Key in real applications or in any other environment other than the demo and/or evaluation environment.
10. General provisions
Any arrangement, change or addition (in particular any promises regarding properties, features or quality of the Software Product) to this EULA is considered invalid unless made in writing and approved by TEQNO.
