End User License AgreementThis End-User License Agreement (“EULA”) is an agreement between Lely International N.V. (“Lely”) and the Customer (“You” or the “Customer”).
The terms of this EULA apply to the use of the T4C management program software, including any stand-alone software modules within the T4C range of software products, as well as the T4C software embedded in a single hardware chassis or a single central processing unit as manufactured and supplied by Lely (such hardware chassis or single processing unit the “Hardware”) and accompanying items, including on CD-ROM, floppy disc, memory card, download package via Google play, Appstore or otherwise, or any other data carriers, and all contents and contents programs (the “T4C Software”).
License. Lely hereby grants You a personal, non-exclusive, non-transferable, non-sublicensable limited license to use the T4C Software on or in connection with the Hardware owned or leased by You (the “License”). The License is restricted to the number of Hardware modules agreed between Lely and You and in respect of which You have paid the annual license fee. This EULA covers any upgrades, updates, bug fixes and supplements of the T4C Software provided to You by Lely for use in or in connection with the Hardware modules subject to (i) explicit written confirmation by Lely and (ii) payment by You of the respective (additional) annual license fee. This EULA does not however obligate Lely to provide nor does it grant You any rights in obtaining any upgrades, updates, bug fixes or supplements.
Copyright. Any copyrights and other intellectual, proprietary or industrial rights to the T4C Software and accompanying documentation are the exclusive property of Lely. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the T4C Software and accompanying documentation in the same form and manner in which any such notices are included on the T4C Software and/or the accompanying documentation. You may not copy or reproduce the T4C Software manual or accompanying documentation, except for Your own use. You may use the T4C Software in accordance with the terms of this EULA. All rights not specifically granted herein are reserved by Lely. Except as expressly authorized in this EULA, You shall not make any copies or duplicates of the T4C Software without the prior written permission of Lely. You may however make one back-up copy of the T4C Software for backup or archival purposes, provided You affix to such copy all copyright, confidentiality, and proprietary notices that appear on the original.
Third Party Software. The T4C Software may make use of third party software. Notwithstanding the sections regarding Copyright, Confidentiality and Restrictions, use of some third party materials included in the T4C Software may be subject to other terms and conditions. The official copyright notices and specific license conditions of these third party software codes and algorithms are to be found in or via the T4C Software e-manual. You hereby agrees to adhere to the terms and conditions of such third party software.
You authorize Lely to obtain information through the internet about the Hardware modules that are in use by You and to verify if You have paid the license fee(s) for use of the T4C Software in respect of the Hardware modules in use. Lely is entitled to extract and process data resulting from Your operation of Hardware modules, aimed at improving Lely products and services and for benchmarking purposes. You shall not be entitled to any form of compensation for the data so obtained by Lely.
Restrictions. You agrees, except as otherwise expressly authorized hereunder, not to remove any product identification or notices of any proprietary or copyright restrictions from the T4C Software and/or the accompanying documentation, or make error corrections to or otherwise modify or adapt the T4C Software, remove any embedded T4C Software from the Hardware modules, or create derivative works based upon the T4C Software, or copy, in whole or in part, decompile, recompile, reverse engineer, disassemble or otherwise reduce the T4C Software to human-readable form, or to permit any third party to do the same.
Confidentiality. You agree that aspects of the licensed materials, including the specific design and structure of the T4C Software, constitute trade secrets, copyrighted material and/or other confidential information of Lely. You shall not disclose, provide, or otherwise make available such trade secrets, copyrighted material or confidential information in any form to any third party without the prior written consent of Lely. You shall implement reasonable security measures to protect such trade secrets, copyrighted material and confidential information. Ownership to the T4C Software and documentation shall remain solely with Lely.
Limited Warranty. Lely does not warrant that the T4C Software is error-free or that You will be able to operate the T4C Software without problems or interruptions. Except for the Lely hardware warranty included with the Hardware module and applicable to embedded T4C Software, and to the maximum extent permitted by applicable law, Lely provides the T4C Software AS IS and with all faults, and Lely hereby disclaims all other warranties and conditions, whether express, implied or statutory, including, but not limited to, warranties of title and non-infringement, any implied warranties, duties or conditions of satisfactory quality, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, and lack of viruses, all with regard to the T4C Software and the provision of or failure to provide support or other services, information, software, and related content through the T4C Software or otherwise arising out of the use of the T4C Software.
The limited warranty included with the Hardware module does not apply with respect to the T4C Software if the T4C Software (a) has been altered, except where such alterations were made by Lely, (b) has not been installed, operated, repaired, or maintained in accordance with instructions provided by Lely, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, (d) is used in ultra-hazardous activities, (e) where the T4C Software is licensed to You for beta, evaluation, testing or demonstration purposes for which Lely does not receive a license fee, or (f) has been transferred in breach of the terms of this EULA, in which case the warranty will terminate as of such date of transfer.
Limitation of Liability. In no event will Lely or its subsidiaries be liable to You or any third party for any loss or damage arising out of or in connection with the use of the T4C Software or the inability to use the T4C Software, including without limitation any loss of revenues, loss of profit, loss of data, business interruption or for any other special, indirect, consequential, incidental, or punitive damages however caused or arisen and regardless of the theory of liability and even if Lely or its subsidiaries have been advised of the possibility of such damages. In no event shall Lely's or its subsidiaries' liability to You in respect of the T4C Software, whether in contract, tort (including negligence), or otherwise, exceed the aggregate amount of license fees paid by You for the calendar year within which the loss or damage materializes. The foregoing limitations shall apply even if the above-stated limited warranty fails of its essential purpose.
Termination. This EULA is effective until terminated. You may terminate this Agreement at any time by discontinuing the use of the T4C Software and destroying all copies of the T4C Software including any accompanying documentation. Without prejudice to any other rights it may have, Lely may terminate this EULA with immediate effect if You fail to comply with any provision of this EULA. Upon such termination, You must discontinue the use of the T4C Software and destroy all copies of the T4C Software and the accompanying documentation in its possession or control. The provisions of this EULA which by their nature are intended to survive, will remain in effects after termination of the EULA.
Import/Export Regulations. The T4C Software, including any technical data may be subject to import regulations in certain countries. You agree to comply strictly with all such regulations and acknowledges that it is Your responsibility to obtain licenses to export, re-export, or import the T4C Software.
Entire Agreement. This EULA plus the Lely hardware warranty referred to above constitute the entire agreement between the parties with respect to the use of the T4C Software. If any portion of this EULA is found to be void or unenforceable, the remaining provisions of the EULA shall remain in full force and effect. The parties undertake to replace any such void or unenforceable part of this EULA by provisions, which are neither void nor unenforceable and which differ as little as possible from the objective of relevant void and/or unenforceable provisions.
Translations. The English version of this EULA is the controlling version, and any translations hereof are provided for convenience only.
Governing Law. This EULA has been construed in accordance with and shall be governed by the laws of the Netherlands. All disputes arising out of this EULA shall be settled by the District Court in Rotterdam, the Netherlands.