End User License Agreement

1. Definitions.
"Agreement" means this End User License Agreement between you and the Licensor.

"Licensor" means the individual or entity offering the Software for sale, download, and/or use via the Website.

"PRODYNA" means PRODYNA AG.

"Maintenance and Support Services" means the provision by Licensor to you of Software updates and/or enhancements made generally available from time to time, and online technical support (and where applicable, phone support) for the sole purpose of addressing technical issues relating to the use of the Software.

"Software" means the software application that is subject to the license granted under this Agreement, plus any Updates thereto provided by Licensor to you.

"Updates" means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions.

2. License Grant.
The Software is being licensed, not sold. Licensor hereby grants you, subject to the terms and conditions contained within this Agreement, a non-exclusive, non-assignable, non-sublicensable and non-transferable, except as permitted by Licensor, license to install and use the Software.

The terms of this Agreement will govern any Updates to the Software provided by Licensor that replace and/or supplement the original Software, unless such Updates are accompanied by a separate Agreement, in which case the terms of that Agreement will govern.

3. Restrictions.
You may not and you may not attempt to and you may not assist others to:

(i) transfer rights or usage to, sublicense, rent, lease or otherwise copy, transfer, transmit or distribute the Software, or any portions thereof, to a third party;
(ii) decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Software);
(iii) use the Software in any manner that could damage, disable, overburden or impair the Software (or servers or networks connected to the Software);
(iv) use the Software in any manner that could interfere with any other party's use and enjoyment of the Software (or servers or networks connected to the Software); or
(v) remove, obscure or alter any intellectual property notices on the Software.

Any attempt to do any of the above shall be deemed a violation of Licensor's rights. If you breach any of the above restrictions, you may be subject to prosecution and damages.

4. Ownership.
Title, copyrights, intellectual property rights, international treaty and other rights as applicable, and all other legal rights in the Software and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and shall remain the sole and exclusive property of Licensor. The license for use granted herein is limited to the Software and does not transfer any ownership or any other intellectual property rights from Licensor to you.

5. Updates.
At Licensor's sole option, Licensor may create Updates for the Software at any time without notice. Licensor is not obligated to provide you with any Updates for the Software. You acknowledge that Licensor has no express or implied obligation to announce or make available any Updates for the Software in the future.

6. Support and Maintenance.
Unless otherwise specified in the documentation for the Software made available by Licensor via PRODYNA, Licensor is not obligated, whether express or implied, to provide any maintenance, technical support or other support or updates for the Software.

7. Representation and Warranties.
You hereby represent and warrant that:
(i) you are not in any way restricted from entering into this Agreement;
(ii) your use of the Software will not violate, misappropriate or infringe any intellectual property rights or other proprietary or legal right of any third party or Licensor; and
(iii) you shall only use the Software in the manner expressly provided for under this Agreement and in accordance with all applicable laws and regulations.

8. Indemnity.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Licensor, PRODYNA and their directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from your violation of this Agreement.

9. No Warranty.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. THE SOFTWARE AS PROVIDED BY LICENSOR IS PROVIDED AND LICENSED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, CONDITION OF TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. YOU FURTHER ACKNOWLEDGE THERE IS NO GUARANTEE THAT USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME ALL COSTS FOR ANY NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL YOU HAVE ANY CLAIM OR RIGHT TO ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL YOU HAVE ANY CLAIM OR RIGHT TO ANY DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SOFTWARE OR AFFILIATED DOCUMENTATION UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT, PRODUCT LIABILITY, RELIANCE, BREACH OF ANY IMPLIED DUTY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

In no event shall Licensor's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. The provisions of this article allocate the risks under this Agreement between Licensor and you and are an intrinsic part of the bargain between the parties.

11. Termination.
This Agreement is effective until terminated by you or Licensor. Your rights under this Agreement will terminate automatically with no notice from Licensor upon any failure to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.

12. General.

12.1. Consent to Use of Data
You agree that Licensor may collect and use technical data and related information—including, but not limited to, technical information about your system and application software—that is gathered periodically to facilitate the provision of updates, product support, and other services to you (if any) related to the Software. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

12.2. Third Party Software; Other Services and Materials.
The Software may contain or use third party software and other copyrighted material ("Third Party Software"). Licensor will have no responsibility and claims no right with respect to any Third Party Software. Your use of such Third Party Software and other copyrighted material is governed by the respective terms of such Third Party Software, if any. In the event the terms contained in this Agreement contradict or differ from the terms of any Third Party Software, you acknowledge that the terms contained within this Agreement are solely offered by Licensor.

12.3. Assignment.
You may not assign, transfer or otherwise dispose of any of your rights or obligations under this Agreement without Licensor's prior written consent. Any assignment in violation of this article is void.

12.4. Relationship of the Parties.
This Agreement shall not be construed as creating any obligation, expressed or implied, on behalf of Licensor or you, or to represent the other party as agent, employee or in any other capacity. Nothing herein shall oblige either party to enter into any further agreement(s) with each other.

12.5. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable in whole or in part by any court of competent jurisdiction or other competent authority, this Agreement will continue to be valid and enforceable as to the other provision and or the remainder of the affected provision. The affected provision will be deemed amended to the minimum extent necessary to render it valid and enforceable in conformity with applicable law and the parties' intent as expressed in this Agreement.

12.6. Survival.
Any provision of this Agreement that may reasonably be expected to survive its termination will survive the termination of this Agreement.

12.7. Waiver.
The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. This Agreement may not be waived, except in writing by the party granting the waiver.

12.8. Export Control.
You may not use, export, re-export, import, sell or transfer the Software except as authorized by United States law and any other applicable laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country or (b) to anyone on any U.S. Government list of prohibited or restricted parties. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons.

12.9. Dispute Resolution.
This Agreement, and your relationship with Licensor under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Licensor agree to submit to the exclusive jurisdiction of the courts located within the county of Los Angeles, California to resolve any legal matter arising from this Agreement.

12.10. Miscellaneous.
This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior understandings regarding such subject matter. This Agreement may be modified only by a written amendment signed by both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.

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Any use of this web site provided by PRODYNA AG, "PRODYNA Web Site", is subject to these Terms of Use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g . for the purchase of products and services. With log-in, or where a log-in is not required, in accessing or using the PRODYNA Web Site these Terms of Use are accepted in their then current version.

In the case of Web offers aimed at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.

If the User uses this PRODYNA Web Site as business customer, i.e. that it is not acting for purposes which are outside its trade, business or profession, or as administration customer, § 312e para. 1 sentence 1 no. 1 - 3 of the German Civil Code does not apply.

Services
This PRODYNA Web Site contains specific information and software, as well as - as the case may be - related documentation, for viewing or downloading.

PRODYNA may stop the operation of the PRODYNA Web Site in full or in part at any time. Due to the nature of the internet and computer systems, PRODYNA cannot accept any liability for the continuous availability of the PRODYNA Web Site.

Registration, Password
Some pages of the PRODYNA Web Site may be password protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. PRODYNA reserves the right to deny registration to any User. PRODYNA particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration. PRODYNA is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data (as defined below), in particular if the User

• uses false data for the purpose of registration;
• violates these Terms of Use or neglects its duty of care with regard to User Data;
• violates any applicable laws in the access to or use of the PRODYNA Web Site; or
• did not use the PRODYNA Web Site for a longer period.

For registration the User shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The User shall ensure, that its e-mail address, as supplied to PRODYNA, is current at all times and an address at which the User can be contacted.

Upon registration the User will be provided with an access code, comprising a User ID and a password ("User Data"). On first access the User shall promptly change the password received from PRODYNA into a password known only to the User. The User Data allows the User to view or change its data or, as applicable, to withdraw its consent to data processing. The User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off from the password protected websites. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall notify PRODYNA thereof without undue delay in writing, or, as the case may be, by e-mail.

PRODYNA will deny access to the password-protected area under such User Data. Access by the User will only be possible again upon the User's application to PRODYNA or upon new registration.

The User may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event PRODYNA will remove all user data and other stored personally identifiable data of the User as soon as these data are no longer needed.

Rights of Use to Information, Software and Documentation
The use of any information, software and documentation made available on or via this PRODYNA Web Site is subject to these Terms of Use or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with PRODYNA. Separately agreed to license terms, for example software downloads, shall prevail over these Terms of Use.

PRODYNA grants User a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the User on or via the PRODYNA Web Site to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by PRODYNA in making same available.

Software shall be made available at no expense in object code. There shall be no right for the source code to be made available. This shall not apply to source code related to open source software, which license conditions take priority over these Terms of Use in the case of transfer of open source software and which conditions require the making available of the source code. In such case PRODYNA shall make the source code available in return for the payment of costs. Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available. Unless such is allowed by mandatory law, the User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The User may make one backup copy of the software where necessary to secure further use in accordance with these Terms of Use. The information, software and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation, or any copies thereof. §§ 69a et seq. of the German Copyright Law shall not be affected hereby. Intellectual Property
Information, brand names and other contents of the PRODYNA Web Site may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of PRODYNA. Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded. PRODYNA may, without charge, use any ideas or proposals stored by a User on the PRODYNA Web Sites for the development, improvement and sale of its products.

Duties of the User
In accessing or using the PRODYNA Web Site the User shall not:

• harm other persons, in particular minors, or infringe their personal rights;
• breach public morality in its manner of use;
• violate any intellectual property right or any other proprietary right;
• upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;
• transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or
• distribute advertising or unsolicited e-mails (so-called "spam") or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.

PRODYNA may deny access to the PRODYNA Web Site at any time, in particular if the User breaches any obligation arising from these Terms of Use.

Hyperlinks
The PRODYNA Web Site may contain hyperlinks to the web pages of third parties. PRODYNA shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as PRODYNA does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.

Liability for defects of title or quality
Insofar as any information, software or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud. The information on the PRODYNA Web Site may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.

Other Liability, Viruses
The liability of PRODYNA for defects in relation to quality and title shall be determined in accordance with the provisions of § 8 of these Terms of Use. Any further liability of PRODYNA is excluded unless required by law, e.g. under the Act on Product Liability or in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.

Although PRODYNA makes every endeavor to keep the PRODYNA Web Site free from viruses, PRODYNA cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.

Data Privacy Protection
For collection, use and processing of personally identifiable data of the User of the PRODYNA Web Site, PRODYNA shall comply with applicable laws on data privacy protection and the PRODYNA Web Site Data Protection Privacy Policy, which is available per hyperlink on the PRODYNA Web Site and/or on www.prodyna.com. Any supplementary agreement requires the written form.;

Protecting the security and privacy of your personal data is important to PRODYNA; therefore, we conduct our business in compliance with applicable laws on data privacy protection and data security. We hope the policy outlined below will help you understand what data PRODYNA may collect, how PRODYNA uses and safeguards that data and with whom we may share it.

Personal data
Through our Web sites, PRODYNA will not collect any personal data about you (e.g. your name, address, telephone number or e-mail address), unless you voluntarily choose to provide us with it (e.g. by registration, survey), respectively, provide your consent, or unless otherwise permitted by applicable laws and regulations for the protection of your personal data.

Purpose of Use
When you do provide us with personal data, we usually use it to respond to your inquiry, process your order or provide you access to specific information or offers. If you choose not to have your personal data used to support our customer relationship (especially direct marketing or market research), we will respect your choice. We do not sell or otherwise market your personal data to third parties.

Purpose Limitation
PRODYNA will collect, use or disclose personal data supplied by you online only for the purposes disclosed to you, unless the disclosure:

• is a use of the personal data for any additional purpose that is directly related to the original purpose for which the personal data was collected,
• is necessary to prepare, negotiate and perform a contract with you,
• is required by law or the competent governmental or judicial authorities,
• is necessary to establish or preserve a legal claim or defence,
• is necessary to prevent fraud or other illegal activities, such as wilful attacks on PRODYNA information technology systems.

Communications or Utilization Data
Through your use of telecommunications services to access our Web site, your communications data (e.g. Internet protocol address) or utilization data (e.g. information on the beginning, end and extent of each access, and information on the telecommunications services you accessed) are technically generated and could conceivably relate to personal data. To the extent that there is a compelling necessity, the collection, processing and use of your communications or utilization data will occur and will be performed in accordance with the applicable data privacy protection legal framework.

Non-Personal Data Collected Automatically
When you access our Web sites, we may automatically (i.e., not by registration) collect non-personal data (e.g. type of Internet browser and operating system used, domain name of the Web site from which you came, number of visits, average time spent on the site, pages viewed). We may use this data and share it with our worldwide affiliates to monitor the attractiveness of our Web sites and improve their performance or content.

"Cookies" - Information Stored Automatically on Your Computer
When you view one of our Web sites, we may store some data on your computer in the form of a "cookie" to automatically recognize your PC next time you visit. Cookies can help us in many ways, for example, by allowing us to tailor a Web site to better match your interests or to store your password to save you having to re-enter it each time. If you do not wish to receive cookies, please configure your Internet browser to erase all cookies from your computer's hard drive, block all cookies or to receive a warning before a cookie is stored.

Children
PRODYNA will not knowingly collect personal data from children without insisting that they seek prior parental consent if required by applicable law. We will only use or disclose personal data about a child to the extent permitted by law, to seek parental consent pursuant to local law and regulations or to protect a child. The definition of "child" or "children" should take into account applicable laws as well as national and regional cultural customs.

Security
To protect your personal data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure or access, PRODYNA uses technical and organizational security measures.

Links to Other Web Sites
PRODYNA Web sites contain links to other Web sites. PRODYNA is not responsible for the privacy practices or the content of other Web sites.

Questions and Comments
PRODYNA will respond to reasonable requests to review your personal data and to correct, amend or delete any inaccuracies. If you have any questions or comments about the PRODYNA Data Privacy Protection Policy (e.g. to review and update your personal data), please click on "Contact" and send us your questions and feedback. As the Internet matures, so will our Data Privacy Protection Policy. We will post changes to our Data Privacy Protection Policy on this page. Please check this page regularly to keep up-to-date.;