LICENSE PROVISIONS

IMPORTANT: THIS END-USER LICENSE AGREEMENT (or “EULA”) IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (AS A NATURAL PERSON OR LEGAL ENTITY) AND S.A.D. READ IT CAREFULLY BEFORE INSTALLING AND USING THE SOFTWARE. THIS AGREEMENT GRANTS YOU AUTHORIZATION TO USE THE SOFTWARE. ITS TERMS AND CONDITIONS ALSO INCLUDE WARRANTY INFORMATION AND DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS, CLICK “CANCEL” AND DO NOT INSTALL THE SOFTWARE. RETURN THE SOFTWARE TO THE DISTRIBUTOR YOU PURCHASED IT FROM. YOU WILL THEN BE GIVEN A FULL REFUND.
THIS LICENSE AGREEMENT APPLIES ONLY TO THE SOFTWARE SUPPLIED BY S.A.D., REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. Definitions
(a) “Education Version” means a version of the Software, thus described, for use by pupils, students and staff at educational institutions only.
(b) “Not For Resale (NFR) Version” means a version, thus described, of the Software to be used to review and evaluate the Software only.
(c) “S.A.D.” means S.A.D. Software Produktions- und Vertriebs GmbH and its licensors, if any.
(d) “Software” means only the S.A.D. software program(s) and third party software programs, in each case, supplied by S.A.D. herewith, and all corresponding documentation, associated media, printed materials, and online or electronic documentation.
(e) “Trial Version” means a version of the Software, thus described, to be used only to review, demonstrate and evaluate the Software for a limited period. The Trial Version may have limited features, may not offer users the facility to save the end product, and will cease operating after a predetermined amount of time due to an internal mechanism within the Trial Version.
2. Licensing
(a) You may install and use the Software on a single computer, OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is to be installed and run. A license for the Software may not be shared, installed or used concurrently on different computers.
(b) In the event the Software is distributed along with other S.A.D. software products as part of a suite of products, the suite is licensed as a single product and none of the products in the suite, including the Software, may be installed or used separately on more than one computer.
(c) You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such backup copy all copyright notices and any other references to legally protected rights which appear on the original copy of the Software.
(d) Education Versions may not be used or distributed to any third party for any commercial purpose.
(e) You agree that S.A.D. may audit your use of the Software for compliance with these terms at any time, upon reasonable notice.
(f) Your license rights under this EULA are non-exclusive.
3. License restrictions
a) Other than as stipulated in Section 2, you may not make or distribute copies of the Software or electronically transfer the Software from one computer to another or over a network.
(b) You may not alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c) Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.
(d) Other than with respect to a Trial Version or a Not For Resale Version of the Software, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software (including all component parts, media and printed materials, any upgrades, this EULA and the serial numbers), and the recipient agrees to the terms of this EULA. If the Software is an upgrade, you must also transfer all previous versions of the software to which the upgrade relates. You may not retain any copies of the software. You may not sell or transfer any Software purchased under a volume discount. You may not sell or transfer any Trial Version or Not For Resale Version of the Software. If the copy of the Software is licensed as part of a suite (as defined above), the Software may be transferred only with and as part of the sale or transfer of the whole suite and not separately.
(e) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.
(f ) Unless otherwise provided herein, you may in general (A) not install or use more than one copy of the Trial Version of the Software, (B) download the Trial Version of the Software only under one username, (C) not alter the contents of a hard drive or computer system to enable the use of the Trial Version of the Software for an aggregate period in excess of the trial period for one license for such Trial Version, and (D) use the Trial Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license for a commercial or education version of the software. However, notwithstanding the above-mentioned provisions, you are strictly prohibited from installing or using the Trial Version of the Software for any commercial training purpose.
(g) You may only use the Not for Resale Version of the Software to review and evaluate the Software.
(h) You may not export the Software to any country where this operation is subject to U.S. export control legislation and its provisions. You will ensure that you will not export or re-export the Software to any country, or permit it to be sent via export or re-export to any person, legal entity or end-user who is subject to U.S. export restrictions. You specifically undertake not to export or re-export the Software (i) to any of the countries subject to a U.S. export restriction or to a citizen, wherever resident, of one of these countries who intends to transfer or transport back the products to such a country, (ii) to any end-user whom you know or assume will utilize the Software or portions thereof to design, develop or produce nuclear, chemical or biological weapons, or (iii) to any end-user who has been banned by a federal department of the U.S. Government from involvement in export operations to the U.S.
(i) You may receive the Software on more than one medium, but you may only install or use the software on one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server or computer on which the Software is to be installed.
(j) In the event that you fail to comply with the provisions of this EULA, S.A.D. may revoke your license and require you to destroy all copies of the Software. All other rights of both parties and all other provisions of this EULA still remain valid, even after the EULA’s termination.
4. Upgrades
If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and cease using the earlier version of the Software or not to transfer it to another person or legal entity, unless the transfer takes place in accordance with Section 3.
5. Prior same version license
If this copy of the Software is licensed as part of a suite (as defined above), and you have a prior license for the same version of the Software, and the suite was licensed to you with a discount based on your prior license for the same version, the Software is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your EULA and no longer install or use the previous version of the Software or transfer it to another person or legal entity.
6. Ownership
This license gives you limited license to use the Software. S.A.D. and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, including Federal and international copyrights, are reserved by S.A.D. and its suppliers.
7. Limited warranty and disclaimer
(a) Except with respect to the Trial Version and Not For Resale Version of the Software, S.A.D. warrants that, for a period of sixty (60) days from the date of delivery (as evidenced by a copy of your receipt): the physical media on which the Software is supplied will be free from defects that significantly reduce their value or suitability for the contractually required use. In the event that the product does not comply with this warranty, your exclusive remedy shall be, at S.A.D.’s discretion, either a copy of the Software to replace the defective product you returned with a copy of your receipt to S.A.D. within the warranty period, or a refund of the purchase price you paid. S.A.D. does not guarantee that the Software will meet your needs, be error free, or can be used without interruption.
S.A.D. PROVIDES NO REMEDIES OR WARRANTIES, WHETHER CONTRACTUAL OR STATUTORY, FOR THE TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. THE TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
(c) EXCEPT AS STIPULATED IN THE ABOVE-MENTIONED LIMITED WARRANTY WITH RESPECT TO SOFTWARE OTHER THAN ANY TRIAL VERSION AND NOT FOR RESALE VERSION, S.A.D. AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. S.A.D. DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION THE FOLLOWING AREAS: NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. S.A.D. SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
(d) IF LIABILITY FOR THIS SOFTWARE IS COMPULSORY UNDER THE APPLICABLE LAW, THIS IS LIMITED TO SIXTY (60) DAYS AFTER DELIVERY.
(e) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY S.A.D., ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(f) SOME STATES, INCLUDING THE MEMBERS OF THE EUROPEAN UNION, DO NOT ALLOW EITHER THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGE. THE ABOVE-MENTIONED CLAUSE MAY NOT THEREFORE APPLY TO YOU.
8. Exclusive remedy
If a warranty case arises as described in the above section, you can return the Software with a copy of your receipt and a description of the problem to the distributor you purchased it from. Provided that any non-compliance with the above warranty is reported in writing to S.A.D. no more than sixty (60) days following delivery to you, S.A.D. will use, at its discretion, reasonable commercial efforts to supply you with a replacement data storage medium or copy of the Software that substantially conforms to the documentation, or refund the purchase price in full. S.A.D.’s warranty does not extend to defects that arise if the software has been altered, the storage medium has been damaged, or through misuse, accident, modification or inappropriate use, or through use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or inappropriate use of the Software will void the above warranty. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF CONTRACTUAL OR STATUTORY WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
9. Limitation of liability
(a) NEITHER S.A.D. NOR ITS SUPPLIERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING, BUT NOT LIMITED TO DAMAGE RESULTING FROM THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SOFTWARE, NO MATTER WHETHER THIS DAMAGE IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF S.A.D. OR ITS REPRESENTATIVES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF THE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) S.A.D.’S LIABILITY TO YOU FOR DIRECT DAMAGE FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU AS THE PURCHASER FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
(c) SOME STATES, INCLUDING THE MEMBERS OF THE EUROPEAN UNION, DO NOT ALLOW EITHER THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGE. THE ABOVE-MENTIONED CLAUSE MAY NOT THEREFORE APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS DEPENDING ON THE COUNTRY.
(d) THE ABOVE-MENTIONED LIMITATIONS ON LIABILITY APPLY TO THE WARRANTIES AND DISCLAIMERS BEFORE ALL OTHER ASPECTS OF THIS EULA
10. Transaction basis
The limited warranty and disclaimer, the exclusive remedies, and limited liability are fundamental elements of the agreement between S.A.D. and you. S.A.D. would not be able to provide the Software on an economic basis without such limitations. Such limited warranty and disclaimer, exclusive remedies and limited liability also extend to S.A.D.’s licensors.
11. Consumer end-users only
The limitations of warranties and liability contained in this EULA do not affect the statutory rights of a consumer end-user acquiring the software for personal use. The limitations or exclusions of warranties, remedies or liability provisions contained in this EULA will apply to you only to the extent such limitations or exclusions are permitted under the laws of the country where you are located.
12. General
This EULA is governed by the laws of the Federal Republic of Germany, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the municipal courts sitting in Ulm, Germany to resolve any disputes arising from the interpretation of this EULA. In each case this EULA will be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
This EULA contains the complete agreement between the contracting parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements between the parties, whether verbal or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued to you in relation to the licensed Software will be of no effect. Any omission or delay by S.A.D. in exercising any of its rights under this EULA or in the event of a breach of this EULA will not be deemed as a waiver of these rights or of any legal remedy against this breach.
No S.A.D. dealer, agent or employee is authorized to make any amendments to this EULA.
If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, this provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect
Any questions about this agreement should be forwarded to the following location: S.A.D GmbH, Pfarrer-Weiß-Weg 10-12, 89077 Ulm-Söflingen, Germany.

S.A.D. and other trademarks contained in the Software are trademarks or registered trademarks of S.A.D. GmbH in the Federal Republic of Germany. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use the names or respective trademarks of S.A.D. or its licensors.