END USER LICENSE AGREEMENT for the Use of Q-App Software on One Cubis MSA Balance Registered by the End User

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Caution: Any contrary use of this software on a hardware unit other than that registered before purchase by indicating the respective hardware serial number shall not be permitted on principle.

Important: Carefully read through this End User License Agreement. You will be requested to review the terms and conditions of this EULA and accept or reject them. This software will be installed only if you accept the terms and conditions of this EULA. To view these terms and conditions again, a copy of this End User License Agreement is available in the file EULA.TXT.

Definitions

Licensor: Sartorius Weighing Technology GmbH; Weender Landstrasse 94-108, D-37070 Goettingen, Germany

Software: The term “Software” shall include the computer software, the related media, printed material, application documentation, electronic instruction manuals and online manuals. The term “Software” shall also include the updates and upgrades that go with the original version, unless otherwise specified by the provisions below.

Update: Software with the same or improved operationability, but with the intent of removing defects. A change of the version name is indicated as follows: e.g., from 2.01 to 2.02 (corresponding with a removal of defects); it is decisive for the classification as an update.

Upgrade: Software of a higher level or expanded operationability (if necessary, with a change in the version name).

1. Subject Matter of the Contract

This End User License Agreement (in the following called EULA) shall apply to the Software provided hereunder and its Updates or Upgrades, unless an Update or an Upgrade is delivered subject to other or additional provisions.
The Licensor grants the Licensee the nonexclusive right to permanently use the Software subject to the following conditions listed below.

2. Extent of the Licence

1. The license hereunder is granted solely for one hardware unit (Cubis MSA balance). A special license shall be acquired for each additional hardware unit. Upon purchasing the Q-App Software, the Licensee shall accordingly provide the name of, i.e., register, the serial number of the hardware unit (Cubis MSA balance) to the Licensor. Any contrary use of said Software on other hardware shall be permitted only in the case where the buyer of a registered Sartorius Cubis MSA balance is delivered a new balance from Sartorius Weighing Technology GmbH in replacement of a defective unit within the scope of said company’s liability for in-warranty defects under German law.
2. The Licensee shall not be permitted to reverse engineer, decompile or disassemble the software hereunder, except for and only to the extent to which the laws applicable expressly authorize this, notwithstanding the above restriction.
3. The Software is considered as a unit and is licensed as such. The Licensee is not authorized to create derivative works based on the Software or to use separate components individually.
4. The Licensee is in no way entitled to let, lease or grant the Software to any third parties.
5. To be able to use the Software identified as an Update or an Upgrade, the Licensee shall first have acquired a license of said Software for the Update or Upgrade. After acquiring a license for the Update or Upgrade, the Licensee shall be entitled to use the Software pursuant to the provisions of this EULA. Following acquisition of a license of the Update or Upgrade, the Licensee shall no longer be entitled to use the prerelease of the Software.
6. The Licensee shall only be entitled to permanently transfer his rights arising from this EULA, provided that he also concurrently transfers his ownership rights to the hardware unit to a third party. A permissible transfer shall cover the complete Software (including all copies thereof), all components, Updates, Upgrades, data carriers, printed materials, this EULA and, if available, a Certificate of Authenticity. No copy of the Software may be retained. Before said transfer, the receiving party shall agree to all provisions of this EULA. If the Software to be transferred is an Update or an Upgrade, any transfer thereof shall also include all earlier releases of said Software.

3. Copyright

This Software is protected by copyright laws and international copyright contracts as well as other laws and agreements on intellectual property. The Software hereunder shall be treated according to these laws and agreements. The worldwide exclusive and unlimited right of utilization relating to this Software is owned by the Licensor. The Licensee shall be entitled to make a copy of the Software for backup and archiving purpose.

4. Liability

1. As a matter of principle, the Licensor shall not be liable to the Licensee for any defects in the Software hereunder whatsoever. With respect to in-warranty defects, the period for which the Licensor shall be liable to a Licensee who is simultaneously the purchaser of the software license hereunder shall be one year upon activation of said Software. However, the Licensor expressly disclaims that the Software hereunder is inherently free of defects.
2. As for the remaining provisions, the Licensor shall be liable for intentional breach of duty or gross negligence on the part of his legal representatives or other vicarious agents only for typical, foreseeable damage that is to be expected. The Licensor shall not be liable for any consequential damages – particularly for loss of profit – provided that this exclusion of liability is permitted by law.
3. The Licensor shall be liable for damages to the extent of the legal provisions within the scope of the German Product Liability Act.

5. Termination

Notwithstanding any other rights to the contrary, the Licensor shall be entitled to terminate this EULA immediately without giving notice if the Licensee fails to comply with the terms and conditions of this EULA and thus breaches a cardinal obligation. In such an event, the Licensee shall undertake to destroy all copies of the Software hereunder and all its components.

6. Proprietary Rights of Third Parties

The Licensor declares that the use of the Software according to this EULA does not conflict with any third party rights.

7. Terms of Business of the Licensee or Third Parties

Any general terms and conditions of business of the Licensee or third parties shall not become the subject matter of the contract; this shall also apply if the Licensor does not expressly oppose them.

8. Final Provisions

1. This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany with the exception of the rules of conflict of laws; the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. The place of jurisdiction shall be Goettingen, Germany. The Licensor shall be entitled to file an action at the Licensee’s domicile.
2. Any amendments and supplements to this Agreement shall be made in writing in order to be legally effective. The same shall apply to a waiver of this written form requirement.
3. Should one or more provisions of this Agreement herein be or become invalid, the validity of the remaining provisions hereof shall remain unaffected thereby. In such an event, the Parties agree to replace the invalid provision(s) by an arrangement that most closely approximates the economic purpose of the invalid provision.