Twyn Studio Trial License Agreement
These license terms (Software Agreement) are an agreement between Visometry GmbH, Fraunhoferstr. 5, 64283 Darmstadt, Germany as Licensor and you as Licensee.
1. Definition
‘Software’ means the executable TWYN software products downloadable from the Visometry Server, including Twyn Studio as executable file for Windows or MAC and the Twyn View executable on iPad and the Personal License File, including all their subsequent modifications, updates, upgrades, new versions and releases, which shall form part of the Software products, and their related documentation.
2. License to Use and Access the Software
2.1 Licensor grant Licensee a non-exclusive, non-transferable, personal license to use the Software free of charge subject to these terms and conditions, and limited in time listed in the personal license file (listed as ‘expire date’).
2.2 Licensor license Licensee to use the Software only for evaluation and demonstration purposes at Licensees’ business premises. Licensee is not entitled to use the Software for commercial purposes.
2.3 Licensor has the right to grant Licensee this license. Licensor is not transferring any rights of ownership, copyright or other intellectual property in the Software to Licensee.
2.4 Licensor reserves the right to block Licensee, its company, organization or any of its employee from reordering a free TRIAL License of the Software.
3. Use of the Software
3.1 Licensee agrees that:
3.1.1 Licensee and its staff will keep the Software confidential;
3.1.2 Licensee will not copy the Software or allow anyone else to copy it;
3.1.3 Licensee will not make the Software available to anyone else.
3.1.4 If Licensee changes hardware, Licensee will delete the Software from the mass memory of the previously used hardware.
3.1.5 Licensee will not simultaneous upload, store or use the Software on more than one hardware unit.
3.1.6 Licensee will not use the Software inside a network or any other multi-station computer system unless the possibility of simultaneous multi-use of the Software is precluded.
3.1.7 Licensee will not use the Software by remote data access/transmission.
3.1.8 Licensee will not work around any time constraints and start deployment restrictions.
3.2 Licensee agrees that it has accepted the use of this Software on the basis of this license, recognizing that Licensor must limit and exclude its liability to the extent legally possible.
3.3 Licensee also agrees that if Licensor suffers any loss, damage, fine or expenses as a result of unauthorized access to or any use or misuse of the Software becaus eof Licensees breach of any provision of this Software Agreement, Licensee will indemnify Licensor.
4. Conditions of License
4.1 Because the Software and access is supplied to Licensee ‘as is’ without charge, only for evaluation and demonstration purposes, Licensor does not give any warranties about it, whether express or implied, including, but not limited to, implied warranties of quality and fitness for a particular purpose.
4.2 Licensor will not be providing support and maintenance for the Software.
4.3 Because of the circumstances of the supply of the Software, Licensor will not be liable to Licensee or to any third party for any lost revenues or profits, loss of data or any special, indirect, direct, incidental or consequential damages relating to the Software in any way, or for inability to use the Software for any reason.
4.3.1 If Licensee learns of any claim against Licensee that the Software infringes the right of any third party and Licensee informs Licensor of the claim and let Licensor settle or litigate it and do not itself settle or litigate it, and the claim does not arise from Licensees breach of this license, Licensor will indemnify Licensee against any damages or costs arising from the claim and Licensor will pay Licensee expenses, provided that Licensee co-operates with Licensor.
4.3.2 If the Software should become the subject of any claim, or if a court judgment is made that the Software does infringe, or if the use of the Software is restricted, Licensor may withdraw the Software from use, in which case Licensee acknowledge that it will have no claim to it.
4.3.3 This sub-clause states Licensees entire remedy in respect of any intellectual property right infringement by the Software.
5. Applicable Law and Place of Jurisdiction
This Software Agreement shall be governed by, and interpreted in accordance with German law, without the provisions on the conflict of laws. The UN Convention on the International Sale of Goods (CSIG) shall not apply. The courts of Frankfurt am Main, Germany, shall be the exclusive place of jurisdiction.
6. Miscellaneous
6.1 This Software Agreement constitutes the entire agreement between the Parties with respect to the subject matter.
6.2 The official version of this Software Agreement is in English language.
6.3 The provisions of order forms or general terms and conditions of the Parties shall not apply.
6.4 If and to the extent that any provision of this Software Agreement is held to be illegal or void, such provision shall be given no effect and shall be deemed not to be included in this Software Agreement but without invalidating any of the remaining provisions of this Software Agreement. In this event the Parties will agree upon a valid substitute provision or provisions which shall be as close as possible to the original provision and shall re-establish an appropriate balance of the commercial interests of both Parties.
6.5 No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
Twyn Studio Trial License, Version 1.0.0
Visometry GmbH, Germany
