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License Agreement




HEIDENHAIN SOFTWARE LICENSE AGREEMENT

PLEASE READ CAREFULLY: BY DOWNLOADING ANY OF THE SOFTWARE FOUND at HTTP://WWW.HEIDENHAIN.COM/EN_US/SOFTWARE/ (THE “SOFTWARE”) YOU AGREE TO THE LICENSE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE BELOW LICENSE TERMS, YOU ARE NOT PERMITTED TO DOWNLOAD OR USE THE SOFTWARE.

1.License Grant. HEIDENHAIN Corporation, an Illinois corporation, (“HEIDENHAIN”) hereby grants, and by downloading the Software you hereby accept, a nonexclusive, non-transferable, non-assignable license to use the Software. The only rights granted under this License are to download and install the Software for use in conjunction with the operation of HEIDENHAIN products. HEIDENHAIN does not provide services or technical support for such Software. As a specific condition of this license, you agree to use the Software in compliance with all applicable laws, including copyright laws, and that you will not copy, transmit, or distribute its contents in whole or in part without obtaining all necessary licenses or permissions from HEIDENHAIN.

2.Restrictions. Sublicensing is not allowed. You may not permanently or temporarily reproduce or arrange the Software, distribute the Software or copies of the Software to others (including distribution on the Internet), electronically transfer the Software from one computer to another over a network or in any way attempt to circumvent the protection system incorporated in the Software. You may not communicate the Software to the public, e.g. post or otherwise make available the Software, or any portion thereof, in any form, on the Internet. Unless allowed by mandatory applicable laws you may not decompile the Software or isolate parts of the Software. Copyright notices, serial numbers and other features used for program identification may not be removed or changed. You may not use the Software in a computer service business, including in time sharing applications. The Software contains trade secrets and, in order to protect them, you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

3.Ownership of Software. The Software is and shall remain at all times the sole property of HEIDENHAIN, protected under U.S. copyright law and other applicable laws. You acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights and derivatives thereof, is and shall remain the sole property of HEIDENHAIN. This License does not convey to you an interest in or to the Software, but only a limited right of use such Software, revocable by HEIDENHAIN at any time.

4.Developments. HEIDENHAIN shall retain all rights in the Software, and all rights in any derivative works, improvements, modifications, enhancements thereto.

5.Term and Termination. This License is effective as of the date that you download the Software. Paragraph 1 above will terminate immediately upon your failure to comply with any provision of this Software License Agreement. Upon termination of this License, you agree to destroy all copies of the Software, provided, however, that you shall not be obligated to destroy copies of Software contained in your automated back–up media or on any archived computer system backup. You shall certify such destruction to HEIDENHAIN within ten (10) days of termination of this License.

6.Limited Warranty: THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. HEIDENHAIN DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS SOFTWARE LICENSE AGREEMENT. The only warranties provided by HEIDENHAIN are the limited warranties provided on the HEIDENHAIN products used in conjunction with the Software. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

7.Limitation of Liability: UNLESS REQUIRED BY APPLICABLE MANDATORY LAWS, IN NO EVENT WILL HEIDENHAIN BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, EVEN IF HEIDENHAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Some states do not allow the exclusion or limitation of special, incidental, or consequential damages, so the above limitation or exclusion may not apply to you.

8.Export. You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re-export of the Software. You agree that you will not export or re-export the Software or documentation in any form in violation of applicable United States and foreign law.

9.Government Restricted Rights. If the Software is acquired under the terms of a GSA contract, use, reproduction or disclosure is subject to the restrictions set forth in the applicable GSA contract. If the Software is acquired under the terms of a DoD or civilian agency contract, use, duplication or disclosure by the Government is subject to the restrictions of this Agreement in accordance with 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors and 49 C.F.R. 227.7202-1 of the DoD FAR Supplement and its successors.

10.General. By downloading the Software you acknowledge that you have read, understand and agree to be bound by these license terms. You further agree that it is the complete and exclusive statement of the agreement between HEIDENHAIN and you, and supersedes any other communication between HEIDENHAIN and you relating to the Software. No additional or any different terms will be enforceable against HEIDENHAIN unless HEIDENHAIN gives its express consent, including an express waiver of the terms, in writing signed by an officer of HEIDENHAIN. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. This License Agreement shall be governed exclusively by Illinois law, except as to copyright matters, which are covered by Federal law. You agree to the exclusive jurisdiction of the courts located in DuPage County, Illinois over any suit, action or proceeding arising out of or relating to these license terms. Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed severable from this Agreement and shall not affect the remainder hereof. All rights in the Software not specifically granted in this Agreement are reserved by HEIDENHAIN. Your general standard terms and conditions or of third parties shall not apply, even if HEIDENHAIN does not separately object to their applicability in an individual case.

10.General. By downloading the Software you acknowledge that you have read, understand and agree to be bound by these license terms. You further agree that it is the complete and exclusive statement of the agreement between HEIDENHAIN and you, and supersedes any other communication between HEIDENHAIN and you relating to the Software. No additional or any different terms will be enforceable against HEIDENHAIN unless HEIDENHAIN gives its express consent, including an express waiver of the terms, in writing signed by an officer of HEIDENHAIN. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. This License Agreement shall be governed exclusively by Illinois law, except as to copyright matters, which are covered by Federal law. You agree to the exclusive jurisdiction of the courts located in DuPage County, Illinois over any suit, action or proceeding arising out of or relating to these license terms. Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed severable from this Agreement and shall not affect the remainder hereof. All rights in the Software not specifically granted in this Agreement are reserved by HEIDENHAIN. Your general standard terms and conditions or of third parties shall not apply, even if HEIDENHAIN does not separately object to their applicability in an individual case.

11.Severability. Should any term of this License be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

12.No Waiver. HEIDENHAIN’s failure to enforce any rights or take any action granted in the event of any breach hereunder shall not be deemed a waiver by HEIDENHAIN as to subsequent enforcement of rights or subsequent actions in the event of future breaches.




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