End-User License Agreement

Last updated January 19, 2021

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) as a Licensee (“Licensee”) and AMIQ EDA S.R.L. (“AMIQ” or “Licensor”), a Romanian limited liability company, having its offices in 45 Gen. H.M. Berthelot Street, 1st District, Bucharest 010641, Romania, sole registration no. 24141376, e-mail sales@amiq.com. This EULA covers Licensee’s use of all AMIQ's software components. All such software and their related documentation and technical materials are referred to herein as the "Software Product". A software license key ("Software Product License") issued by AMIQ is required for each concurrent user of the Software Product. “Licensed Territory” means the territories as agreed by AMIQ through specific written amendments to this EULA. “IP” means any intellectual property, whether patentable or not, including but not limited to, any inventions, creations, improvements, enhancement, discoveries, software, documentation, data, schematics, drawings, processes, materials, methods, know-how, trade-secrets, ideas, other technical information, modifications, and derivatives, including any and all intellectual property rights thereto.

If you do not agree to the terms of this EULA, then do not install or use the Software Product. By downloading, installing and/or using the Software Product you are acknowledging and agreeing to be bound by the following terms and conditions provided by this EULA:

1. License Grant. Subject to the payment of the applicable License fees, AMIQ grants to Licensee a time-based, non-exclusive and non-transferable license to use the Software Product within the Licensed Territory for personal / internal business purposes only, including the right to: (i) permit Licensee’s subcontractors to exercise its rights under this EULA solely in performance of work for it; and (ii) make one internal archival and/or back-up copy pursuant Licensee’s standard back-up and archival policies and procedures in so far as it is necessary for the use of the Software Product in accordance with its intended purpose as provided by this EULA. Licensee shall include on any such authorized internal copies the copyright notices or proprietary legends contained within the Software Product or on the associated documentation. This license supersedes any and all “click-to-accept” or shrink-wrapped licenses, in hard-copy or electronic form, embedded in or included with the Software Product. For each concurrent user of the Software Product, Licensee shall notify AMIQ in order to obtain a Software Product License and shall pay the applicable License fees. AMIQ may grant to Licensee, at AMIQ’s own discretion, a royalty-free, non-exclusive, non-transferable license to use the Software Product within the Licensed Territory for internal evaluation purposes as may be agreed by AMIQ through specific written amendments to this EULA and all the other terms and conditions provided by this EULA shall remain fully applicable.

2. Limitations. All rights not expressly granted to Licensee in accordance with this EULA are retained by AMIQ. Licensee shall not (i) disassemble, defeat license encryption mechanisms, decompile or reverse engineer the Software Product or Software Product License, (ii) modify and/or make any derivative works of the Software Product or Software Product License, (iii) sell, rent, license, lend, distribute in any way or otherwise transfer any rights in this EULA and/or the Software Product or other content that is contained or displayed in it, without prior AMIQ’s written authorization. Licensee shall not tamper with, alter or use the Software Product in a way that disables, circumvents, or otherwise defeats its built-in licensing verification and enforcement capabilities. Licensee shall not remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software Product.

3. Proprietary Rights. Licensee recognizes and agrees that the Software Product and Software Product License and all related AMIQ’s IP, all enhancements, improvements, adjustments and derivative works in relation with the Software Product / Software Product License, whether developed by or for Licensee, at its request or suggestion, all copies thereof and all information and IP contained therein are proprietary to AMIQ and that title and full ownership rights in the Software Product / Software Product License and all such works shall remain with AMIQ and that the furnishing thereof does not constitute in any way the granting or waiver, by AMIQ, of its proprietary interest or exclusive rights therein.

4. License Fees. For each concurrent user of the Software Product, Licensee shall pay to AMIQ the applicable fee (“License Fees”) as agreed by AMIQ through specific written amendments to this EULA.

5. Term and Termination. Subject to the payment of the applicable License Fees, Licensee may use the Software Product during the period of time as agreed by AMIQ through specific written amendments to this EULA (“License Term”). This EULA will terminate as follows: (i) at the expiration date of the License Term; (ii) by written notice of termination send by AMIQ, with immediate effect after receiving notice by Licensee, if Licensee fails to comply with any term or condition provided by this EULA. Upon expiry or termination of this EULA, Licensee shall stop using the Software Product and return all copies of the Software Product / Software Product Licenses, including any derivative works made by Licensee, to AMIQ, or certify their destruction. Upon expiration or termination of this EULA, the following provisions shall survive: Sections 3 (Proprietary Rights), 5. (Term and Termination), 8. (Confidential Information), 9. (Warranty and Limitation of Liability), 10. (High Risk Activities), and 11. (Governing Law and Jurisdiction).

6. Support Services. During the License Term, at its own discretion, AMIQ may provide to Licensee support services related to the Software Product in exchange of the applicable fees as agreed by AMIQ through specific written amendments to this EULA. Use of any such support services is governed by AMIQ’s policies and programs described in on-line documentation and/or other AMIQ’s provided materials. As part of these support services, AMIQ may make available bug lists, planned feature lists and other supplemental informational materials. AMIQ makes no warranty of any kind for these materials and assumes no liability whatsoever for damages resulting from any use of these materials. Furthermore, Licensee may not use any materials provided in this way to support any claim against AMIQ. Any supplemental software code or related materials that AMIQ provides to Licensee as part of the support services, in periodic updates to the Software Product or otherwise, is to be considered part of the Software Product and is subject to the terms and conditions of this EULA. However, except otherwise expressly provided by the specific terms set forth in written amendments to this EULA signed by AMIQ, AMIQ shall have no obligation to provide support services for the Software Product or to develop new versions of the Software Product. AMIQ reserves the right to use or reject any and all suggestions provided by Licensee during the License Term. Also, AMIQ reserves the right not to modify the Software Product at all or rewrite the Software Product partially or completely. With respect to any technical information provided by Licensee to AMIQ as part of the support services, AMIQ is fully entitled to use such information for its own business purposes, without any restriction, including for product support and development. In any case, AMIQ will not use such technical information in a form that personally identifies Licensee without first obtaining Licensee’s permission.

7. Third Party Rights. Any software provided along with the Software Product that is associated with a separate license agreement is licensed to Licensee under the terms of that license agreement. This license does not apply to those portions of the Software Product. Copies of these third-party licenses are included in all copies of the Software Product.

8. Confidential Information. Each party agrees to hold the other party’s marked Confidential Information, disclosed by one party to the other during this EULA, in confidence and agrees not to disclose it to any person, firm, corporation or other entity (other than as specifically permitted herein), without the prior written authorization of the disclosing party. The party receiving Confidential Information shall not use or disclose it for any other purpose than those expressly provided by this EULA and shall be liable for any breach of the obligations contained herein by any of its employees and/or agents. Confidential Information does not include any information that: (i) is publicly known or which becomes publicly known other than through the breach of parties’ obligations hereunder; (ii) was known to the other party prior to disclosure by or on behalf of the disclosing party; or (iii) is disclosed to the other party without obligation of confidentiality by a third party that has the legal right to make such disclosure. The Software Product / Software Product Licenses and their features and functionality shall be considered Confidential Information and Licensee agrees not to disclose the Software Product / Software Product License, their functionality or features or the results of any performance or functional evaluation, benchmarking or tests of the Software Product / Software Product License to any third party without the prior written authorization of AMIQ.

9. Warranty and Limitation of Liability. AMIQ warrants that it has full power and authority to license the Software Product to Licensee. The Software Product and any services provided hereunder are otherwise provided “AS-IS” without any warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose, satisfactory quality, title and non-infringement and all such warranties are expressly disclaimed. The entire risk arising out of use or performance of the Software Product remains with Licensee. In no event will AMIQ or its suppliers, licensors, and authorized agents be liable to Licensee or any third party for any costs of substitute products or services, loss of profits, loss of use, loss of data, cost of cover or interruption of business, irrespective of whether Licensee/ third party has advance notice of the possibility of such damages, or for any incidental, consequential, indirect, punitive or special damages, whether under this EULA or otherwise, however caused and regardless of theory of liability. In any case, the liability of AMIQ and its suppliers, licensors and/or authorized agents to Licensee or any third party arising from this EULA and/or the provision and use of any Software Product or services performed in connection therewith for any direct damages shall be limited to the lesser of the amount actually paid by Licensee to AMIQ for the Software Product and/or support services and if no fees are paid the AMIQ’s liability for all damages in all context is limited to a total amount of 1.000 Euros.

10. High Risk Activities. The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Product, or any software, tool, process, or service that was developed using the Software Product, could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, AMIQ and its suppliers, licensors, and authorized agents specifically disclaim any express or implied warranty of fitness for High Risk Activities. You agree that AMIQ and its suppliers, licensors, and authorized agents will not be liable for any claims or damages arising from the use of the Software Product, or any software, tool, process, or service that was developed using the Software Product, in such applications.

11. Governing Law and Jurisdiction. This EULA and any claim arising under or relating to this EULA shall be governed by the laws of Romania. The parties agree that all disputes and litigation regarding the aforementioned claims shall be subject to the exclusive jurisdiction of the Romanian’s competent courts.

12. Export. Certain components of the Software Product may be subject to U.S. Export Administration Regulation (EAR). The Licensee hereby represent that neither it, nor any of its officers, directors, employees or subcontractors: (i) are included in any Entity List which would prohibit any export or re-export to Licensee or which would require to obtain a special license from any authority for such export or re-export; (ii) have been designated as a Specially Designated National by the U.S. Treasury Department’s Office of Foreign Asset Control; (iii) are from, or are located in the following countries: Sudan, Crimea, Cuba, Iran, North Korea and Syria; and (iv) intend on using the product for any prohibited end use specified in Section 744 of the EAR. The Licensee shall not export, re-export, divert, transfer or disclose, directly or indirectly, the Software Product without complying strictly with all legal requirements, including obtaining the prior approvals as may be required by U.S. export control regulations. The Licensee shall indemnify AMIQ and its suppliers, licensors and/or authorized agents against any loss related to any failure to conform to these requirements.

13. General. This EULA and its specific written amendments as agreed and accepted by AMIQ, which is an integral part of this EULA, constitute the entire agreement between AMIQ and Licensee with respect to the subject matter of this EULA and supersedes any other agreements, communications or advertising between the Parties in respect with the Software Product irrespective of the time they are completed. This EULA and/or any provision thereof may be only modified by written and express agreement signed by AMIQ. If any provision of this EULA is held invalid, the reminder of this EULA shall continue in full force and effect. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

14. Data Protection. AMIQ collects and processes personal data in accordance with the terms provided by AMIQ’s Privacy Policy which are incorporated herein by reference and shall be applicable to the use of the Software Products. By signing this EULA, you confirm that you have read and understood AMIQ’s Privacy Policy.