Last date of change: 2019-04-23
BY INSTALLING OR USING THIS SOFTWARE, YOU ARE BECOMING A PARTY TO, AND ARE CONSENTING TO BE BOUND BY, THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THIS SOFTWARE.
The SOFTWARE is handed over to LICENSEE for its intended use. The scope of the intended use permitted by this AGREEMENT depends on whether a SOFTWARE Non-Commercial License or a SOFTWARE Commercial License is agreed-upon. If a SOFTWARE Non-Commercial License is agreed-upon LICENSEE is allowed to use the SOFTWARE solely for non-commercial purposes. A purpose is non-commercial only if it is in no manner primarily intended for or directed toward commercial advantage or private monetary compensation. Examples of non-commercial purposes:
Subject to the terms of this AGREEMENT, LICENSOR hereby grants LICENSEE a worldwide, non-transferable, non-exclusive, non-sub-licensable, limited LICENSE that allows:
The SOFTWARE contains a feature that will automatically connect to LICENSOR's servers to check for a new program version. The data sent in this process contains NO POTENTIALLY SENSITIVE INFORMATION. The user can opt-out from this feature.
Unless a valid non-disclosure agreement exists between the Parties, in which case the terms of that non-disclosure agreement shall apply, the following terms shall: Except as necessary for its performance under the AGREEMENT or required by law, LICENSOR shall not disclose to anyone any information furnished by LICENSEE that is marked as confidential or proprietary.
Title, ownership rights, intellectual property rights, and copyright to the SOFTWARE, and any copies or portions thereof, shall remain in LICENSOR. The SOFTWARE is protected by European copyright directives, Austrian copyright laws as well as United States copyright laws and international treaty provisions.
THE SOFTWARE IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. LICENSOR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME U.S. STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO LICENSEE. LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. LICENSOR ASSUMES NO LIABILITY FOR THE COST OF ANY SERVICE OR REPAIR IF THE SOFTWARE IS DEFECTIVE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL LICENSOR, OR ITS LICENSORS, SUPPLIERS OR RESELLERS, BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE MONEY PAID FOR THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME U.S. STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE.
The LICENSE granted herein shall be perpetual. If LICENSEE fails to comply with any of the terms of this AGREEMENT, this AGREEMENT and the rights granted herein will terminate immediately. As such the Non-Commercial LICENSE terminates automatically if the usage of SOFTWARE becomes commercial. LICENSOR may, at its sole discretion and at any time, terminate this AGREEMENT. On termination, LICENSEE must cease using and destroy all copies of the SOFTWARE.
LICENSEE shall comply with all export laws, restrictions and regulations of the United States, the Directive 2009/428/EC of the European Parliament and of the Council and the Austrian Außenwirtschaftsgesetz 2011, BGBl I No. 26/2011. LICENSEE shall not export, re-export or otherwise transfer the SOFTWARE to any country for which the United States or the European Union or Austria maintains an embargo, or to any person or entity on the U.S. Department of Treasury List of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. LICENSEE represents and warrants that LICENSEE is not located in, under the control of, or a national or resident of any restricted country or on any such list.
LICENSEE agrees to immediately notify LICENSOR in writing of any misuse, misappropriation or unauthorized use, disclosure, display or copying of the SOFTWARE that may come to LICENSEE's attention. In addition, LICENSEE agrees to defend, indemnify and hold LICENSOR, its suppliers and any of its directors, officers, employees or affiliates of any of the foregoing harmless from any and all claims resulting from or arising out of LICENSEE's use of the Software or breach of this AGREEMENT.
Portions of the SOFTWARE utilize or include third party software and other copyrighted materials. Credits, licensing terms, and disclaimers for such materials are contained in the installation directory for the SOFTWARE, and are accessible via the “3rd Party Licenses” dialog for the SOFTWARE. LICENSEE agrees that use of such copyrighted materials is governed by their respective terms.
If a particular term of this AGREEMENT is not enforceable, the unenforceability of that term will not affect any other terms of this AGREEMENT.
The section headings used herein are for convenience only and do not affect the interpretation of this AGREEMENT.
LICENSOR's failure to enforce or exercise any part of this AGREEMENT is not a waiver of that part.
This AGREEMENT represents the complete agreement concerning this SOFTWARE between the PARTIES and supersedes all prior agreements and representations between them. It may be amended only in writing executed by both PARTIES. The inclusion of LICENSEE's own terms and conditions is contradicted, unless their validity has explicitly been agreed to. LICENSOR reserves the exclusive right to update this AGREEMENT for new SOFTWARE versions. By using these new SOFTWARE versions the new AGREEMENT supersedes any older one. Any action arising out of or relating to this AGREEMENT may be brought exclusively in Salzburg, Austria, and the PARTIES irrevocably consent to the jurisdiction of such courts and venue in Salzburg, Austria.
If you have questions regarding this AGREEMENT, contact:
Coati Software KG