Unified-E AG

License and User Agreement

1. Subject matter
   
   • The Unified-E AG (hereinafter referred to as "Licensor") grants the User the right to use the software product "Unified-E" based on this License and User Agreement.
     
   • "Unified-E" (hereinafter referred to as "the Product") contains standard software or modules (DLL files) developed by the Licensor, with which the User can access and operate endpoints (for example the controlling of machines or systems) over an Internet or LAN port.
     
   • The product comprises the following programs (each recognized as a "Program"):
     
     1. "Unified-E App Manager" to be installed on a gateway PC, which allows clients to access (via smartphones or PCs) the HMI controls and facilitates the access of the HMI controls to the endpoints;
     2. "Unified-E App" as HMI control for use through Android or iOS devices;
     3. "Unified-E Client" as HMI control for use through Microsoft Windows PCs;
     4. "Unified-E Client" for the creation of HMI controls for smartphones and Microsoft Windows PCs, based on the specific needs of the User;
     5. Various "Endpoint Adapters" for the respective endpoints (for example the control of machines or systems).
   • The "Unified Apps" are available for Android and Apple iOS from their respective app stores.
     
   • The "Unified-E App Manager", the " Unified-E App Client”, the "Unified-E App Designer", the "Endpoint Adapter" and their corresponding documentation are available for download on the Licensor’s website.
     
   • The download and use of these programs necessitates the User to accept this Agreement.
     
   • The technical requirements and the supported operating systems for the installation and use of the Product or its individual programs can be found in its current description at www.unified-e.com.
     
2. Right of Use
   
   • The Product and its Programs are protected by copyright. All rights regarding the Product and its Programs are exclusive to the Licensor and its respective Licensors.
     
   • Within this Agreement, the User has non-exclusive, non-transferrable, non-sublicensable right to use:
     
     1. the Programs and all corresponding documentation in accordance with the current license and use terms and
     2. the Program's open source components in accordance with section 3 hereafter.
   • The User’s rights include the right to install the Program on a Windows PC or smartphone and to use said Program through the maximum allowed number of Users.
     
   • The intended use of the Product exclusively includes:
     1. the creation of HMI operator apps for installation on a Unified-E App Manager;
     2. the installation of HMI operator apps created using the Unified-E App Designer on the Unified-E App Manager or Unified-E App Client (depending on the license type);
     3. communication using HMI operator apps via the Unified-E App Manager with the endpoints.
   • The User is not authorized:
     
     1. to change or further develop the Product or its Programs, to use it as basis for other products or outside the legal limits, to decrypt, decompile or subject it to other procedures in order to access the source code;
     2. to sell, sublicense or otherwise distribute the Product or its Programs;
     3. to use the Product outside of the intended use;
     4. to remove copy protection, encryption, digital rights management systems, etc. from the software.
   • Provided the User purchased a gateway license according to section 8.2 hereafter and subject to the agreed usage parameters (number of users and clients), the User is authorized to use the Programs for third parties (for example as a part of support services for a client) or to let third parties participate in the usage of the Programs. The User has to ensure that these third parties comply with this Agreement. He has to indemnify Licensor against all liabilities in connection with unauthorized usage of the Products and the Programs through said third parties.
     
3. Open Source Software
   
   • The Product contains open source components subject to the license conditions in accordance with Appendix 1. The User shall be held liable for the violation of licensing terms regarding open source components by him or his representatives.
     
4. User Restrictions and Obligations
   
   • The Licensor cannot guarantee that the Product or the Programs will function without errors. The User is responsible for carefully evaluating the purposes and endpoints for which they intend to use the Product before use. The Product or the Programs should generally be used as a supplement and not as a replacement for the User's conventional HMI programs.
     
   • The Product must not be used:
     
     1. for purposes or in environments where a communication error (e.g., due to a network interruption or software error) could lead to property damage, personal injury, or significant financial loss;
     2. if a communication error could affect the quality of a pharmaceutical or medical product.
   • The User must ensure that:
     
     1. the HMI operator apps are tested in a test environment (e.g., a programmable logic controller set up for testing purposes) before being put into operation and deemed safe;
     2. backups of all data, programs, and software (such as programmable logic controllers) present on the used endpoints are made before putting the Product into operation (configuration errors can lead to the overwriting of endpoint memory).
   • The User is obliged to use the Direct License on only one operator device. The use of the Direct License on multiple devices or parallel use is not permitted.
     
5. Availability
   
   • Some operation and communication modes of the Unified-E App Manager require access to the Licensor’s online services. The availability of these online services may be limited at times, particularly due to maintenance. The User may derive no claims due to unavailability of online services for whatever reason.
     
6. Warranty and Liability
   
   • The User is aware that any software cannot be completely fault-free. Only such defects which limit the use of the Product significantly are covered by these warranty terms.
     
   • No warranty is given in regard to the free use of a Program.
     
   • If the User determines within three months after the download of the Product that the purchased Program is defective in a way which significantly impairs its purpose and use according to this Agreement, the Licensor will remedy the error by providing a corrected version, or will allow the User the usage of the Product in another appropriate way. The User must report defects with sufficient documentation within 3 months of downloading the Product from the Licensor. Any further warranty is excluded.
     
   • Problems which result from interaction with the hardware or other software used by the User, or which arise from operating errors, or are caused by intrusions into the Product, are not considered Product defects.
     
   • Any links to websites and third-party content accessible over the Licensor’s software at www.unified-e.com are made available as a courtesy. The use of these links is done at the User’s own discretion. The Licensor is not responsible for the content published at these links.
     
   • The Licensor is not liable for damages on a contractual, tortious or any other legal basis, nor for direct, indirect, or subsequent damages such as lost earnings, additional expenses, unrealized savings, data loss or third-party claims. The Licensor is also not to be held liable for damages caused through auxiliary persons.
     
   • All compulsory statutory liability provisions are reserved. In each case the User must prove the Licensor's culpability.
     
7. Support and Updates
   
   • The purchase of a paid license includes basic support for a period of two years from the date of purchase. This basic support covers assistance with installation and use of the programs, as well as the resolution of technical problems. The support assumes that the customer is already familiar with the Unified-E software. For subscription licenses, basic support is available throughout the active subscription period. Critical software errors will be fixed in the latest version of the product and provided as soon as possible.
     
8. Data Protection
   
   • The User’s data will be handled confidentially and shall not be passed on to third parties. The Licensor retains the right to pass on data to service providers for operational processing purposes (e.g. accounting). Adequate data protection is additionally guaranteed through compliance with data protection laws in Switzerland, the EU, and all relevant countries, as well as through corresponding contractual regulations with the Licensor’s service providers.
     
9. Duration, Termination, Delivery, and License Fees
   
   • This Agreement shall take effect at the time of the download of Program, regardless of whether or not this Program is subject to a charge.
     
   • The User commits to paying the license fee upon ordering a paid license (e.g., Gateway license, Direct license, Basic license).
     
   • For subscription licenses, which are always Gateway licenses, the User receives a gateway name and password to log into the App Manager. Once logged in, all functions necessary for communication with the endpoints are unlocked.
     
   • The amount of the license fee according to section 8.2 above can vary according to duration, number of clients, and scope of services. It will be shown on the Licensor’s website at the time of order, and must be paid within 30 days of order or before the initial login on the App-Manager.
     
   • When ordering, the User can choose between a limited or an unlimited subscription Gateway license. The unlimited subscription Gateway license is automatically renewed for another year unless the User has activated the automatic renewal option. The limited license cannot be terminated during its term and ends automatically upon expiration.
     
   • The Direct license must be activated on one operator device with the Unified-E App Client and is intended for operation with direct communication to the endpoints. Activation requires an internet connection, but once activated, the device can run multiple operator apps and updates without an internet connection. A one-time transfer to another device is permitted within the first five years after purchase.
     
   • The Basic License must be activated on a gateway PC with the Unified-E App Manager and is optimized for the operation of multiple operator devices within the same network. The license is bound to the gateway PC upon activation, which requires an internet connection. After activation, no internet connection is required for regular operation. A one-time transfer of the license to another gateway PC is possible within the first five years after purchase.
     
   • The Licensor reserves the right to deny User access to the Product and its Programs and to terminate the Agreement prematurely, if the User employs the Licensor’s Product or services in an unlawful manner or in violation of this Agreement, or fails to pay the license fee. Any license fees already paid will not be refunded in this case.
     
   • The User’s rights regarding use of the Product and its Programs shall expire at the end of this Agreement.
     
10. Applicable Law and Jurisdiction
    
    • This Agreement is subject to Swiss substantive law under exclusion of the UN Convention on Contracts for the International Sale of Goods. The courts of the Licensor’s domicile have exclusive jurisdiction for all disputes with or in relation to this Agreement.