End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING SOFTWARE FROM OMNI:US. BY USING OMNI:US SOFTWARE, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE OMNI:US SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO OMNI:US SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH OMNI:US OR OTHER AUTHORIZED OMNI:US SERVICE PROVIDERS REGARDING SERVICES AND ASSOCIATED PAYMENTS.

This end user license agreement (“EULA”) governs the use of the omni:us Standard Products (as such term is defined in the “QIDENUS GROUP GMBH „OMNI:US“  GENERAL  TERMS  AND  CONDITIONS”,  hereinafter  the “GTC”) regardless of the delivery mechanism (the “Programs”). Any terms as used in this EULA shall have the meaning as defined in the GTC, unless the context requires otherwise.

1. License Grant. Subject to the following terms, Qidenus Group GmbH, (“omni:us”) grants to you a non-transferable, non-sublicenseable, non- exclusive and revocable right to access the Programms and to use the Programs in accordance with the usage metrics set forth in the Contract. It is agreed under the applicable Work Order whether the license is granted as a perpetual license or as a subscription license limited to a term as defined in the Work Order.
   
   
2. Intellectual Property Rights. The Programs and each of their components are owned by omni:us and other licensors and are protected under copyright law and under other laws as applicable. Title to the Programs and any component, or to any copy, modification, or merged portion shall remain with omni:us and other licensors, subject to the applicable license. This EULA does not permit you to distribute the Programs using omni:us trademarks, regardless of whether they have been modified. You may make a commercial redistribution of the Programs only if permitted under a separate written agreement with omni:us authorizing such commercial redistribution. Modifications to the Programs are not permitted and may corrupt the Programs.
   
   
3. Limited Warranty. Except as specifically stated in this Section 3, a separate agreement with omni:us, or a license for a particular component, to the maximum extent permitted under applicable law, the Programs and the components are provided and licensed “as is” without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Neither omni:us nor its affiliates warrant that the functions contained in the Programs will meet your requirements or that the operation of the Programs will be entirely error free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. This warranty extends only to the party that purchases subscription services for the Programs from omni:us and/or its affiliates or a omni:us authorized partner.

4. Limitation of Remedies and Liability. To the maximum extent permitted under applicable law, under no circumstances will omni:us, its affiliates, any omni:us authorized partner, or the licensor of any component provided to you under this EULA be liable to you for any incidental or consequential damages, including lost profits or lost savings arising out of the use or inability to use the Programs or any component, even if omni:us, its affiliates, an authorized partner, and/or licensor has been advised of the possibility of such damages. In no event shall omni:us or its affiliates’ liability, an authorized distributor’s liability or the liability of the licensor of a component provided to you under this EULA exceed the amount that you paid to omni:us for the subscription within one year under this EULA.
   
   
5. Export Control. As required by the laws of the United States and other countries, you represent and warrant that you: (a) understand that the Programs and their components may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (b) are not located in a prohibited destination country under the EAR or S. sanctions regulations (currently Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of Ukraine, subject to change as posted by the United States government); (c) will not export, re-export, or transfer the Programs to any prohibited destination, persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorizations(s); (d) will not use or transfer the Programs for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by an applicable arms embargo, unless authorized by the relevant government agency by regulation or specific license; (e) understand and agree that if you are in the United States and export or transfer the Programs to eligible end users, you will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the Commerce Department’s Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (f) understand that countries including the United States may restrict the import, use, or export of encryption products (which may include the Programs and the components) and agree that you shall be solely responsible for compliance with any such import, use, or export restrictions.

6. Third Party Programs. omni:us may distribute third party software programs with the Programs that are not part of the Programs. These third party software programs are not required to run the Programs, are provided as a convenience to you, and are subject to their own license terms. The license terms either accompany the third party software programs or can be viewed at http://www.omnius.com. If you do not agree to abide by the applicable license terms for the third party software programs, then you may not install If you wish to install the third party software programs on more than one system or transfer the third party software programs to another party, then you must contact the licensor of the applicable third party software programs.
7. General. If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall not be Any claim, controversy or dispute arising under or relating to this EULA shall be governed by the laws of Germany, without regard to any conflict of laws provisions. The rights and obligations of the parties to this EULA shall not be governed by the United Nations Convention on the International Sale of Goods. In addition, any other provisions of the Contract shall remain unaffected.