SOFTWARE LICENSE AGREEMENT

IMPORTANT - please read carefully: 
This software license agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, in any case an entrepreneur (Unternehmer)) ("You" or "Customer") and wenglor sensoric elektronische Geräte GmbH ("wenglor") for the wenglor software products "wenglor weHub" and "uniVision GUI", which include computer software and may include associated media and online or electronic documentation.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.
wenglor grants You the rights described in this Agreement provided that You comply with all terms and conditions of this Agreement. The terms of this Agreement will also govern any updates or upgrades of the Software (as defined below) provided by wenglor to You that replace the original Software, unless such update or upgrade is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern such update or upgrade.
1.	Definitions 
Insofar as not otherwise expressly stipulated, the terms listed below have the following meanings in this Agreement (including the definitions themselves). 
Agreement: The present software license agreement.
Devices: Computers and the wenglor products specified in the User Documentation.
License: The right to install and use the Software as set forth in section 2.1.
Licensed Materials: The Software itself along with associated User Documentation. 
Object Code: Software in a format that can only be read by machines and is suitable for the generation of an executable machine code. 
Parties: wenglor and the Customer. 
Source Code: A software’s humanly legible source text written in a programming language. 
Software: The software products "wenglor weHub" and "uniVision GUI" supplied or made available to the Customer, including any changes or improvements provided to the Customer by wenglor, excluding Third-Party-Software. 
Third-Party-Software: Software, in particular open source software, that was created by third parties (i.e. not by wenglor) and to which the license terms of third parties are applicable. Third-Party-Software used in wenglor’s products is listed in the respective software manifest (see section 3.2 below).
User Documentation: The textual and technical description of the Software, which pertains to the latest Software release at the time of conclusion of the Agreement (e.g. instructions for use, user manual, documentation).
2.	License
2.1.	wenglor grants the Customer a non-exclusive license to install and use one copy of the Software in accordance with this Agreement on one Device owned or controlled by the Customer for operation of the Device for his own purposes ("License"). The License does not allow the Software to exist on more than one Device at a time. The Licensed Materials shall at all times remain the property of wenglor, and any use or exploitation of the Software that goes above and beyond this Agreement is prohibited.
2.2.	The License includes the right to make duplications of the Software by means of data storage, loading, running or displaying for the sole purpose of operating the Device; any other duplication of the Software is prohibited with the exception of the preparation of one backup copy (see also section 4 of this Agreement, "Backup Copy"). In particular, except as expressly permitted in this Agreement, duplication of the Software for the purpose of forwarding it to third parties either free of charge or for a fee, as well as use of the Software for the purposes of any third parties, is prohibited.
2.3.	The Customer is not entitled to grant any sublicenses or to grant any other rights to any third party with regard to the Licensed Materials. Section 8 of this Agreement shall remain unaffected.
2.4.	Except as expressly permitted in this Agreement or by applicable statutory law, the Customer may not copy, decompile, reverse engineer, disassemble, modify or otherwise edit the Software or create derivative works thereof. Decompilation of the Object Code is only permissible in accordance with mandatory applicable laws, e.g. the limitations set forth in section 69e German copyright law (Urheberrechtsgesetz). Mandatory statutory customer rights, e.g. as specified in paragraph 69d sections 2 and 3 German copyright law, shall remain unaffected.
3.	Third-Party-Software
3.1.	The Customer acknowledges that the Software may incorporate or be based on Third-Party-Software, the use of which is subject to separate license terms. 
3.2.	Whether the Software contains Third-Party-Software can be determined from the software manifest provided by wenglor for the Software. This software manifest can be downloaded on the wenglor website (https://www.wenglor.com/en/License/s/License) at any time, saved on an end device and then be accessed. It can also be requested from wenglor in writing at its address wenglor sensoric elektronische Geräte GmbH, wenglor Straße 3, 88069 Tettnang, Germany or by e-mail to info@wenglor.com, with reference to the Software. The software manifest indicates which Third-Party-Software is used in the Software and which license terms apply in each case to the Third-Party-Software included in the Software. The wording of these license terms can also be downloaded from our website (https://www.wenglor.com/en/License/s/License), saved on an end device and then accessed. Some selected license terms are additionally available on the same website under "License Terms". To the extent that, according to the respective software manifest, one or more Third-Party-Software is used in the Software, the Customer accepts the license terms applicable to such Third-Party-Software. The Customer acknowledges that a violation of the license terms for Third-Party-Software may result in the loss of the right to use such Third-Party-Software.
3.3.	If the Customer provides the Third-Party-Software to third parties, the specific license terms of the Third-Party-Software also apply.
3.4.	Where the license terms of a Third-Party-Software supplied by wenglor provide for a right of the Customer of access to the Source Code of this Third-Party-Software, the following shall apply:
·	The Customer can download the Source Code of this Third-Party-Software from the wenglor website (https://www.wenglor.com/en/License/s/License); and
·	wenglor shall provide the Customer with the Source Code on a CD-ROM or a similar data carrier against reimbursement of reasonable postage costs. This offer is valid for a period of three years from the date of shipment of the product on which the Third-Party-Software is located and/or from the date of downloading the Third-Party-Software from wenglor’s website. Where the license terms provide for a longer period, such longer period shall apply. In the event that the Customer wishes to obtain the Source Code under the aforementioned conditions, the Customer shall notify wenglor of this in writing to wenglor’s address wenglor sensoric elektronische Geräte GmbH, wenglor Straße 3, 88069 Tettnang, Germany or by e-mail to info@wenglor.com, and provide wenglor with the name and address so that the Source Code can be sent.
4.	Backup Copy
Software use in accordance with the Agreement includes the preparation of a backup copy. The backup copy may only be used for security purposes. The Customer is required to store the backup copy at a secure location preventing unauthorized access by third parties.
5.	User Documentation
The Customer is provided with User Documentation in electronic format on machine-readable data storage media or as a download. Sections 2 and 3 of this Agreement apply correspondingly to the use of User Documentation in electronic format.
6.	Protection of Licensed Materials
The Customer shall observe proprietary notices such as copyright notices and the reservation of rights included in the Licensed Materials. The Customer may not alter these in any way and must retain them without alteration in the backup copy. Notwithstanding the License granted by means of this Agreement, wenglor or wenglor’s licensors retain all rights to the Licensed Materials, including all copies or partial copies prepared by the Customer. Any property owned by the Customer such as data storage media and hardware remains unaffected by this.
7.	Warranty for Licensed Materials
7.1.	The operating conditions, features and contractually agreed use cases of the Software are described in the User Documentation. The Customer is solely responsible for selecting the software and products appropriate for the Customer’s intended use, as well as for the results to be obtained by means of their use.
7.2.	In the event of material defects, wenglor shall have a right of rectification. Rectification shall be made, at wenglor’s option, either by repairing the defect (by providing updates, upgrades or new versions) or by supplying defect-free software. Should wenglor not succeed within a reasonable period in repairing the defect or providing a defect-free software, the Customer shall have the option of either rescinding the contract or demanding a reduction of the purchase price in accordance with paragraph 441 German civil code (Bürgerliches Gesetzbuch). The Customer may also claim damages or reimbursement of costs in accordance with statutory law and this Agreement.
7.3.	In respect of updates, upgrades and the delivery of new versions, the Customer’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
7.4.	The Customer shall notify wenglor in writing without delay in the event that claims are made against him by third parties due to the violation of rights (e.g. copyright or patent rights) due to licensed materials.
7.5.	If the Customer is prevented from using licensed materials in the contractually agreed manner due to the rights of any third party, wenglor is entitled, at its own discretion and expense, either to purchase corresponding licenses from the third party or to procure for the Customer a legally sound possibility of using the licensed material or an equivalent software, such that it no longer infringes upon the proprietary rights of the third party.
7.6.	wenglor is not obligated to furnish any warranty if and insofar as the defect and/or the violation of the proprietary rights of any third party is caused by the fact that the Customer after transfer of risk at least negligently (i) has altered or edited the licensed materials, (ii) makes inappropriate use of the Software in combination with hardware or computer programs not supplied by wenglor, or in violation of the user documentation, respectively provided that the licensed materials complied with the contractually agreed specifications (Sollbeschaffenheit) at the time of the transfer of risk. This also applies in the event that the claims of the third party are based on the Customer’s at least negligent use of the licensed materials after wenglor has informed the Customer that use must be discontinued due to a third party claim. If wenglor nevertheless carries out work to remove defects in the above cases, the Customer shall, subject to its approval, pay for said work based on wenglor’s rates applicable at the time of performance of the work. In any case, section 9 of this Agreement remains unaffected.
7.7.	If and to the extent the delivery of Third-Party-Software is not a part of wenglor’s contractual obligations, wenglor shall not be liable for material or legal defects to Third-Party-Software. Section 9 of this Agreement remains unaffected.
7.8.	The Customer shall reasonably assist wenglor with the analysis of errors and removal of defects, especially by providing wenglor with verifiable and specific information and documents detailing the nature and frequency of the problems and cooperating in isolating the errors.
7.9.	Paragraph 377 German commercial code (Handelsgesetzbuch) shall apply.
7.10.	Sections 8 and 9 of this Agreement remain unaffected by the provisions in this section.
8.	Statute of Limitation with respect to Warranty Claims
8.1.	Warranty claims shall generally come under the statute of limitations one year after handover of both the wenglor product (or from the download of the Software if later) and the corresponding user documentation.
8.2.	However, claims for compensation of damages or reimbursement of expenses remain unaffected by the stipulations set forth in this section and come under the statute of limitations in accordance with statutory law. This section does not affect section 9 of this Agreement, either.
9.	Limitation of Liability
wenglor’s liability for damages shall in principle be excluded. This shall not apply
·	to loss or damage arising from injury to life, limb or health based on an intentional or negligent breach of duty on the part of wenglor or its legal representatives or vicarious agents; 
·	to loss or damage based on an intentional or grossly negligent breach of duty on the part of wenglor or its legal representatives or vicarious agents;
·	to loss or damage based on the violation of a material contractual obligation. A material contractual obligation shall in particular be an obligation that is such that the contract can only be duly and properly executed if it is fulfilled and the other party generally can and does rely on compliance therewith. In such a case, wenglor’s liability shall be limited to compensation of the foreseeable, typically occurring loss or damage at the time of the conclusion of the Agreement; 
·	to loss or damage resulting from a violation of a guarantee issued by wenglor;
·	to claims arising from mandatory statutory liability, in particular such as pursuant to the Product Liability Act.
The provisions of this section shall not affect the statutory burden of proof.
10.	Transfer of Licensed Materials
10.1.	The Customer is entitled to permanently transfer the Licensed Materials, along with a copy of this Agreement, to a third party on the condition that the third party undertakes to adhere to the restrictions specified in this Agreement when using the Software. The right to transfer the Licensed Materials does, however, not include the right to transfer altered or edited versions of the Licensed Materials.
10.2.	Upon transferring the Licensed Materials the License is transferred to the third party, which shall then take the place of the Customer in the spirit of this Agreement. The Customer’s right to use the Licensed Materials shall expire at the same time.
10.3.	Upon transferring the Licensed Materials, the Customer undertakes to fully delete or otherwise destroy all copies and partial copies of the Licensed Materials without delay. This also applies to the backup copy in accordance with section 4 of this Agreement. At the request of wenglor, the Customer shall confirm to wenglor in written form that it has not retained any copies of the Licensed Materials.
10.4.	This section 10 shall apply correspondingly to any subsequent transfer of the Licensed Materials.
11.	Updates
If wenglor issues a guarantee and provides software updates outside of such guarantee, this is a voluntary service. There is no entitlement to these updates.
12.	Transfer of Risk
If the Software is supplied by means of electronic communications media (e.g. Internet), risk is transferred when the Software leaves wenglor’s sphere of influence (e.g. during download).
13.	Hazardous Uses
The Software is not designed and/or intended for use in connection with any application requiring fail-safe performance, such as the operation of nuclear power facilities, air traffic control or navigation systems, weapon control systems, life support systems, or any other system whose failure could lead to death, personal injury, or severe physical or environmental damage ("High Risk Use"). You agree that you may not use the Software in such High Risk Use scenarios.
14.	Applicable Law and Jurisdiction
14.1.	The Agreement between the Parties, its execution and the claims arising from or in connection with the Agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the CISG and without having recourse to the conflict of laws rules.
14.2.	The exclusive place of jurisdiction for all claims arising from or in connection with the Agreement shall be Stuttgart, Germany. wenglor is also entitled to bring an action against the Customer at the Customer’s general place of jurisdiction.
15.	Final Provisions
15.1.	Any changes or amendments to the Agreement, including this requirement of written form, shall have to be made in writing to be effective.
15.2.	Should individual provisions of the Agreement be or become invalid or should the Agreement contain gaps, it shall not affect the validity of the remaining provisions. In the event of a gap or an invalid provision, the Parties shall negotiate the conclusion of a valid provision that comes closest to the economic purposes pursued by the Parties.
15.3.	Divergent terms and conditions proposed by the Customer shall not be binding for wenglor even if wenglor does not expressly object to them in individual cases. Such terms and conditions may only apply if wenglor expressly recognizes them in writing.
