The terms and conditions of this End User License Agreement (hereinafter referred to as "EULA") apply to Vector standard software products and are an integral part of the License Contract between Vector and the Customer.
The following definitions shall apply to the EULA:
“Activation” is the technical procedure to enable the use of the Product on or together with a given Device or Server. The activation is performed through storing the license identification on the Device or Server. The activation does not define any right to use the Product on or together with a Device or Server, but is the precondition to exercise any License granted under the EULA.
“Assignment” means the assignment of the License to the Device, Client or Server to be licensed within the licensing scope of the EULA. A Product the License of which is not assigned to a Device, Client or Server must not be used.
“CAL” means Client Access License. This is a License that permits the use of a Client Product to get access to the corresponding server software.
“Client” means a Device in a network that uses the services (access to files or shared peripherals) provided by a Server.
“Customer” means the legal entity which has entered into the License Contract and obtained the right to make use of the Licenses under the License Contract and the EULA.
“Defect” means a deviation from the agreed specifications or, to the extent certain specifications are not agreed, a deviation from the product description or user documentation related to the Product.
“Device” means a single physical hardware system to which a License can be assigned. There are several kinds of Devices: (i) Operation Computers, as far as they are not a Server, (ii) hardware interfaces provided by Vector, e.g. Vector VN1630, and (iii) dongles that have been approved by Vector.
“Device CAL” means a Device License for Client access to the Server Product.
“Device License” means a License that permits the use of a Product on an Operation Computer together with one (1) licensed Device.
“EULA” or “End User License Agreement” means these terms and conditions which apply to Vector standard software products and which are an integral part of the License Contract between Vector and the Customer.
“License” means the non-exclusive right to use one (1) specific Product at a time.
“License Contract” means (i) Vector´s quotation together with Customer´s purchase order accepting such quotation; or (ii) Customer´s purchase order together with Vector´s order confirmation accepting such purchase order; or (iii) any other agreement between the Customer and Vector referencing the EULA.
“Licensed Server” means the single Server to which a Server License is assigned.
“Maintenance” means the licensing and delivery of new Versions of a Product made available by Vector during the Maintenance period.
“Operation Computer” is the PC or other computing machine on which the Product is operated on.
“Product” means one of the Vector standard software products to which the EULA applies.
“Server” means a computer that provides services to Clients by granting access to files or shared peripherals.
“Server License” means a License that permits the use of a Server Product on one (1) Licensed Server.
“Version” means the specific software version of a Product defined by a version number.
Vector will provide the Product to the Customer in a way that it can be operated on a computer. Vector will provide the user documentation solely in electronic format, generally integrated in the Product as help function. Vector may deliver the Product and its user documentation on data storage media, through the Internet for downloading or by e-mail.
2. License Types
In general, Vector offers the license types stated below. The availability of these license types depends on the Product.
For stand-alone applications:
- Device License
For Client/Server applications:
- Server License
- Device CAL
Regardless of the type of License, to ensure that the product is used in accordance with the license acquired, the proper Assignment and Activation of the respective license under section 6 and 7 is a prerequisite for Customer's right to use the Product.
2.1 Device License - A Device License grants the right to use the Product on or together with one (1) Device in accordance with the required assignment. The Device could be the Operation Computer itself or the Device could be connected with the Operation Computer.
The Product may be used by any number of users on or with the assigned Device, provided that the Product is used simultaneously only on one (1) Operation Computer. This means that the Customer may launch and run only one (1) Product per license on the Operation Computer with one (1) Device at the same time.
It is not permitted to virtualize the Device, to which the Product is assigned. In particular it is not allowed to virtualize the Device so that the Device can be used to together with several potential Operation Computers by means of this virtualization or by any other automated mechanism.
Following applies for a Device License:
- It is not permitted to use the Product that is licensed with a Device License by remote connection or automated use. This means among others, that the licensed Product never may be operated on a compile server, build server or similar server types.
- Exceptions may be defined in the respective Product documentation or data sheets (e.g. remote operation of a test stand).
2.2 Server License - A Server License grants the right to use a Server Product on one (1) Licensed Server.
2.3 CAL License - A CAL License grants the right to use a Client Product in order to access a Server Product through a Client. Access to a Server Product via a CAL License requires a Server License for that Server Product.<
2.4 - In order to ensure that the Product is used in accordance with the acquired License, the proper Assignment and Activation of the respective License pursuant to Sections 6 and 7 are prerequisite for Customer´s right to use the Product, regardless of the License Type.
3. Licensing Model
3.1 Perpetual License - A Perpetual License refers to a specific Version and provides the perpetual right to use this Version. A Perpetual License has no expiration date.
3.2 Maintenance Contract - In order to ensure that the Product is always up to date, the Customer and Vector may agree to a Maintenance contract as an optional add-on to the Perpetual License. A Maintenance contract is only available for the most recent Version.
The Maintenance period is one (1) year beginning with the first day of the calendar month following the conclusion of the Maintenance contract.
4. License Restrictions
4.1 Evaluation License - An Evaluation License permits the use of the Product solely for the internal evaluation whether and to what extent the Product appears suitable for the Customer’s purposes.
An Evaluation License is always limited in time. The License period is specified in the License Contract. In the context of an Evaluation License the Product may be licensed with full or reduced functionality.
The Customer may not use the Product after the expiration of the License period.
4.2 Academic License - An Academic License permits the use of the Product within an agreed department of a university by (i) lecturers of this university for teaching purposes; or (ii) students as part of their studies.
An Academic License may be limited in time or unlimited. If the License is limited in time, the License period is specified in the License Contract and the Customer may not use the Product after the expiration of the License period.
4.3 Training License - A Training License permits the use of the Product for the internal training of employees of the Customer and of third parties acting on behalf of the Customer.
A Training License may be limited in time or unlimited. If the License is limited in time, the License period is specified in the License Contract and the Customer may not use the Product after the expiration of the License period.
5. Scope of License
5.1 - Vector grants to the Customer the License to use the Product under the License Type and Licensing Model agreed in the License Contract, subject to the condition that Assignment and Activation of the License have been properly performed by the Customer. Vector reserves all intellectual, industrial and other proprietary rights to the Products and Customer shall not use the Products except as expressly agreed in the License Contract; in particular, without limitation, the Customer shall not modify, adapt, extend, port or translate the Products or create derivative works thereof.
5.2 - Independent of the agreed License Type and the Licensing Model, Customer`s right to use the Product is granted subject to the full payment of the license fee.
5.3 - The Licenses are solely granted for the Customer’s own purposes.
5.4 - The Customer is not permitted to allow third parties to make use of Customer´s Licenses, neither in return for payment nor free of charge. However, Customer is allowed to permit subcontractors and temporary workers to make use of Customer´s Licenses for Customer´s purposes. For the avoidance of doubt, Customer shall be responsible for its subcontractor and temporary workers´ compliance with the License Contract and the EULA.
5.5 - Vector allows the Customer to use preceding Versions of a given Version without acknowledging any obligation and on the condition that the Customer
- has obtained a License for a given Version
- may only run one (1) Version at the same time; and
- acknowledges that Vector is not obligated to remedy any Defects of preceding Versions.
For the avoidance of doubt, the Customer´s rights related to acquired Version remain unaffected.
5.6 - The Products may include open source software and/or other third-party software which are subject to specific license terms. To the extent required by these license terms, the license terms shall apply in addition to and, in case of discrepancies, prevail over the License Contract and the EULA. If this is the case and to the extent required by the respective license terms, Vector will (i) indicate the third party software and the applicable license terms; and (ii) provide these license terms or make them otherwise available to the Customer, within or, upon Customer´s request, separately from the Product and/or its user documentation.
6. License Assignment
6.1 - Before Customer uses a Product under a License, the Customer has to assign that License to a Device or Server, as appropriate for the License Type.
6.2 - Vector is entitled to examine Customer`s data recorded with the Assignment process.
7. Technical Measures – Activation, Re-Activation
7.1 - Vector may use technical measures to enforce provisions that allow and restrict Customer’s use of the Product. The technical measures may verify compliance with those provisions as provided in the License Contract and the EULA.
Thus some Products require Activation or another form of validation. If Activation or another validation is defined for a Product, the Activation or the validation of the License is required in order to use the Product. Activation is only permitted on hardware provided by Vector or on the Operation Computer.
7.2 - Vector may require the License to be reactivated periodically by performing a re-Activation.
General Terms and Conditions
8. Customer Obligations for Product Protection & Installations
8.1 - The Customer acknowledges that the Products, including the accompanying documents, even in future versions, are copyright-protected and constitute business and trade secrets proprietary to Vector. Except for the limited revocable license granted under this EULA, the Products, including the accompanying documents, even in future versions, including all rights, title and interest therein, are and shall remain the exclusive intellectual property of Vector. The structure, organization and source or object code of the Products, including the accompanying documents, are confidential information of Vector and shall be neither examined by Customer (or its employees) nor disclosed by Customer (or its employees) to any third parties, regardless of the reason, unless permitted under this EULA. The Products including the accompanying documents, are protected by copyright, trade secret, and other intellectual property laws, including without limitation United States Copyright Laws and International Copyright Treaties. Customer shall not remove, modify, or destroy any proprietary markings of Vector affixed to or embedded within the Products and the accompanying documents, including, but not limited to, legends and notice of Vector’s ownership and title to trademarks, trade names, trade secret, copyrights or patents placed upon or contained within the Products; Customer agrees to reproduce all such markings upon or within authorized copies of the Products, including the accompanying documents.
8.2 - If Vector provides Products in source code, the Customer shall only make them accessible to any third party with Vector’s prior written consent. Vector shall not unreasonably withhold such consent, but Vector is not required to give it in order to enable the Customer to obtain maintenance services for the Products from a third party.
8.3 - The Customer shall ensure that no license protection will be circumvented by technical measures. Customer is prohibited from modifying, creating derivatives of, reverse engineering, decompiling, disassembling, or translating the computer language of Products; engaging in these activities shall subject Customer to a claim for indemnification by Vector.
8.4 - The Customer agrees to use the Products only on operating system versions which Vector has declared to be compatible with the specific Product.
8.5 - It shall be the responsibility of the Customer to bring the installed Product into operation. To this end, the Customer shall inspect the Product under its conditions of use before the Customer uses the Product productively. Customer assumes all responsibility for (a) Product installation and configuration and (b) validation testing to ensure that proper Product installation and configuration has occurred and proper Product operation is occurring. Vector is prepared to assist the Customer in this respect upon request in return for compensation based on expense.
9. Utility Software
9.1 - Some Product deliveries contain small software programs that perform specific tasks related to the Product (hereinafter “Utility Software”). Vector provides this Utility Software free of charge to the Customer for own use only. The Customer may not modify, extend, reproduce or distribute such Utility Software. Vector reserves all intellectual, industrial and all other proprietary rights to such Utility Software.
9.2 - Vector may modify the Utility Software and discontinue its delivery at any time without notice.
10.1 - In the event a Product uses an interface provided by Vector for interoperability with other programs, Vector may enhance or change this interface and the related documentation in subsequent Versions at any time without notice and without ensuring upward compatibility.
10.2 - Vector is under no obligation to update interfaces and shall have no warranty for interoperability of the Product with other programs beyond the correct operation of the interface originally provided.
10.3 - In the event a Product uses an interface provided by a third party for interoperability with other programs, Vector is not obligated to ensure upward compatibility between the Product and the interface in subsequent Versions.
11. Payment Terms
The license fee shall be with delivery of the Product. Maintenance fees shall be paid annually in advance.
12. Warranty and Remedies for Defects
12.1 - If Vector is obliged to remedy a Defect or deliver a Product free of Defects, Vector may comply with this obligation by replacing a defective Product with a newer Version of the Product, provided that the newer Version has a functionality which is the same as or higher than the functionality agreed in the License Contract.
12.2 - Vector warrants that the Products, for a period of sixty (60) days after delivery, shall operate substantially in accordance with the corresponding user manual or available documentation when the Products are installed and maintained correctly on an Operation Computer. Vector does not represent or warrant that the operation of Products will be uninterrupted or error free or conform to any reliability, performance or compatibility standards beyond this in the corresponding user manual.
12.3 - The type of error correction released by Vector to Customer shall be within the sole discretion of Vector. Customer shall be responsible for all training, installation, and implementation related to the error correction or any version updates that are provided pursuant to a separate maintenance certificate. Vector shall be deemed to have complied with this Section 12 and its corresponding Product warranty obligations upon provision of the error correction to Customer.
12.4 - WARRANTY DISCLAIMER. EXCEPT SOLELY AS SET FORTH IN THIS SECTION 12, CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE USE OF VECTOR PRODUCTS AND ANY RESULTS GENERATED THEREBY. THE LIMITED WARRANTY IN THIS SECTION 12 OF THIS END USER LICENSE AGREEMENT IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. VECTOR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ANY WARRANTY FROM VECTOR, WHETHER GRANTED PURSUANT TO THIS END USER LICENSE AGREEMENT, OR BY LAW, SHALL BE VOID IF ANY PRODUCTS ARE MODIFIED AFTER DELIVERY WITHOUT THE PRIOR WRITTEN CONSENT OF VECTOR.
13. LIMITATION OF LIABILITY AND INDEMNIFICATION
AS AN EXPRESS CONDITION TO INSTALLING AND USING THE PRODUCTS, CUSTOMER AGREES THAT VECTOR AND ITS AFFILIATES SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY DAMAGES WHATSOEVER RELATED TO THE PRODUCTS OR ANY RESULTS GENERATED THEREBY, INCLUDING ANY AMOUNTS REPRESENTING CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, INCIDENTAL DAMAGES, LOSS OF PROFIT, LOSS OF BUSINESS, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES, INCLUDING COSTS OR DAMAGES RELATED TO PRODUCT RECALLS, PROGRAM DEVELOPMENT/PRODUCTION DELAYS, WORK STOPPAGES, OR PRODUCT LIABILITY, EXCEPT IN CASES OF INTENTIONAL WRONGDOING, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. AS AN EXPRESS CONDITION TO INSTALLING AND USING THE PRODUCTS, CUSTOMER AGREES TO INDEMNIFY VECTOR AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND DAMAGES INCURRED BY VECTOR, INCLUDING ATTORNEYS’ FEES RELATED THERETO, THAT ARISE OR RESULT FROM AUTHORIZED OR UNAUTHORIZED USE OR MISUSE OR OPERATION OF THE PRODUCTS BY CUSTOMER OR BY ANYONE TO WHOM CUSTOMER PROVIDED THE PRODUCTS.
14. Application of Terms and Conditions
14.1 - This EULA applies in the course of business with entrepreneurs, public law corporations and special funds under public law.
14.2 - Any provisions in the Customer’s standard terms and conditions which conflict with, vary from or add to the EULA will not become part of the License Contract, unless Vector has expressly consented to them in writing.
14.3 - In case of discrepancies between the EULA and the other provisions of the License Contract, such other provisions of the License Contract shall prevail.
15. Assignment of Rights and Claims
Customer is prohibited from assigning or transferring the Products, this EULA, or its rights or licenses in the foregoing, in any manner to any third party, including any affiliate or vendor of Customer without the prior written consent of Vector. Vector may, in its sole discretion, refuse to grant its written consent to such a request to transfer Products to a vendor. In the event Vector grants such written consent, a transfer to an affiliate or vendor of Customer shall be permitted only so long as such affiliate or vendor of Customer: (a) accepts and continues to adhere to the terms of this EULA and (b) such affiliate or vendor of Customer uses the Products solely for the internal business purposes of Customer.
16. Requirement of Written Form
Amendments and additions to the License Contract and/or the EULA must be made in writing and signed. The same applies in particular with regard to amendments and additions to this written form clause.
17. Governing Law and Jurisdiction
17.1 - The License Contract and EULA will be interpreted in accordance with and governed by the law of the United States, Michigan, to the exclusion of its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
17.2 - The courts having jurisdiction over Vector’s principal place of business will have sole jurisdiction for any disputes arising directly or indirectly from this contractual relationship.
18. Important Safety Instructions
18.1 - Some features of the Products are designed for analyzing, controlling and/or otherwise influencing electronic systems in operation. Their use could cause serious operational malfunction in the surrounding environment, damage to property and/or bodily injury. Therefore, these features are exclusively intended for operation by persons who (i) have understood the possible effects of the actions which may be caused by the Products; (ii) are specifically trained in the handling with the Products and the electronic systems intended to be influenced; and (iii) have sufficient experience in using the Products in a safe manner (hereinafter collectively “Qualified Personnel”). Customer shall ensure that only Qualified Personnel operates the Products.
18.2 - The knowledge necessary for the operation of the Products can be acquired in workshops and seminars offered by Vector.
18.3 - Vector shall in no event be held liable for any damages resulting out of operation of the Products by non-Qualified Personnel as described in this Section 18.
WARNING FOR ALL USERS
WARNING! - YOUR USE OF THIS SOFTWARE MUST BE DONE WITH CAUTION AND A FULL UNDERSTANDING OF THE RISKS!
THIS WARNING IS PRESENTED TO INFORM YOU THAT THE OPERATION OF THIS SOFTWARE MAY BE DANGEROUS. YOUR ACTIONS CAN INFLUENCE THE BEHAVIOR OF A OF AN ELECTRONIC CONTROL SYSTEM, AND DEPENDING ON THE APPLICATION, THE CONSEQUENCES OF YOUR IMPROPER ACTIONS COULD CAUSE SERIOUS OPERATIONAL MALFUNCTION, DAMAGE TO EQUIPMENT, AND PHYSICAL INJURY TO YOURSELF AND OTHERS.
A POTENTIALLY HAZARDOUS OPERATING CONDITION IS PRESENT WHEN THE FOLLOWING TWO CONDITIONS ARE CONCURRENTLY TRUE:
1. THIS SOFTWARE PRODUCT IS PHYSICALLY INTERCONNECTED TO OF AN ELECTRONIC CONROL SYSTEM, AND
2. THE FUNCTIONS AND OPERATIONS OF AN ELECTRONIC CONTROL SYSTEM MAY BE CONTROLLABLE OR INFLUENCED BY THE USE OF THIS SOFTWARE.
A POTENTIALLY HAZARDOUS OPERATING CONDITION MAY RESULT FROM THE ACTIVITY OR NON-ACTIVITY OF SOME ELECTRONIC CONTROL SYSTEM FUNCTIONS AND OPERATIONS, WHICH MAY RESULT IN SERIOUS PHYSICAL HARM OR DEATH OR CAUSE DAMAGE TO EQUIPMENT, DEVICES, OR THE SURROUNDING ENVIRONMENT.
WITH THIS SOFTWARE, YOU MAY POTENTIALLY:
- CAUSE A CHANGE IN THE OPERATION OF THE SYSTEM, MODULE, DEVICE, CIRCUIT, OR OUTPUT.
- TURN ON OR ACTIVATE A MODULE, DEVICE, CIRCUIT, OUTPUT, OR FUNCTION.
- TURN OFF OR DEACTIVATE A MODULE, DEVICE, CIRCUIT, OUTPUT, OR FUNCTION.
- INHIBIT, TURN OFF, OR DEACTIVATE NORMAL OPERATION.
- MODIFY THE BEHAVIOR OF A DISTRIBUTED PRODUCT.
- ACTIVATE AN UNINTENDED OPERATION.
- PLACE THE SYSTEM, MODULE, DEVICE, CIRCUIT, OR OUTPUT INTO AN UNINTENDED MODE.
ONLY THOSE PERSONS WHO:
(A) ARE PROPERLY TRAINED AND QUALIFIED WITH RESPECT TO THE USE OF THE SOFTWARE, AND
(B) UNDERSTAND THE WARNINGS ABOVE, AND
(C) UNDERSTAND HOW THIS SOFTWARE INTERACTS WITH AND IMPACTS THE FUNCTION AND SAFETY OF OTHER PRODUCTS IN A DISTRIBUTED SYSTEM AND THE APPLICATION FOR WHICH THIS SOFTWARE WILL BE APPLIED,
MAY USE THE SOFTWARE.
PLEASE NOTE THAT YOU CAN INTEGRATE THIS PRODUCT AS A SUBSYSTEM INTO HIGHER-LEVEL SYSTEMS BY USING THE PRODUCTS AUTOMATION INTERFACE. IN CASE YOU USE THIS AUTOMATION INTERFACE, VECTOR INFORMATIK GMBH AND ITS AFFILIATES (“VECTOR”) HEREBY DECLARES THAT VECTOR'S WARRANTY SHALL BE LIMITED TO THE CORRECTION OF DEFECTS, AND VECTOR HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY OVER AND ABOVE THE REFUNDING OF THE PRICE PAID FOR THIS SOFTWARE, SINCE VECTOR DOES NOT HAVE ANY INFLUENCE ON THE IMPLEMENTATIONS OF THE HIGHER-LEVER SYSTEM, WHICH MAY BE DEFECTIVE.
IN NO EVENT SHALL VECTOR BE HELD LIABLE FOR ANY USER-DEFINED SCRIPTS, REGARDLESS OF WHETHER OR NOT YOU TURN OFF THIS DISCLAIMER WHEN USING THIS PRODUCT IN THE BATCH MODE.
YOU MAY BE ABLE TO PRODUCE DOWNLOADABLE CONFIGURATIONS FOR HARDWARE MODULES. STARTING WITH THE DOWNLOAD ONTO THE HARDWARE, YOU OPERATE A DEVICE, WITH WHICH YOU CAN INFLUENCE OR CONTROL ELECTRONIC CONTROL SYSTEMS. THE POSSIBILITY OF SUCH DAMAGES PERSISTS AS LONG AS THE SOFTWARE IS INSTALLED AND USED ON THE HARDWARE.