end-user license agreement (client/bundle license) for smart security interface

1. grant of license

Subject to the payment of the applicable license fees, and subject to the terms and conditions of this EULA, charismathics hereby grants to you a non-exclusive, non-transferable right to use the specified version of the Software and the accompanying documentation (the "Documentation") as follows:
1) Client license. If the Software was purchased as a stand-alone software, so-called “Client license”, its use is to be understood as an independent software application. A Client license can be purchased as Single-User license or as a Multi-User license.
a. Multi-User license. If you have acquired a multi-user licence for the Software, the number of users authorized to use the Software must always correspond to the number of Software licences you have purchased. If you have acquired a licence package from charismathics, you can make copies of the Software corresponding to the number of acquired licences. You do not need an additional licence for a self-installed copy of the software on a generally accessible storage medium (e.g. server). If the anticipated number of users of the Software exceeds the number of acquired licences, you must resort to appropriate mechanisms or techniques to ensure that the number of users using the Software does not exceed the number of licences.
b. Single-User license. If you have acquired a Single-User license, you may install and use a copy of the Software on a single-user computer only. If the Software is used by more than one user at any time, or installed on more than one computer, you need to acquire a Multi-User license.
c. Demo license. If you have received a Demo license for test purposes, you may install and use a copy of the Software on a maximum of three computers. If the Software is required to be installed on more than three computers simultaneously, such additional demo licenses may be released by charismathics at charismathics own solely discretion.
2) Bundle licence. If the Software is purchased as part of or in conjunction with a hardware media (e.g. PC, terminal platform, a smart card, a USB token, or other similar security storage devices), or with another software, regardless whether preinstalled or not, a so-called “Bundle license”, the license is only granted for the use of the Software in connection which such hardware media or software. The license terminates if the Software is used without the hardware media or software or if used with a different hardware media or software. In such case a new license to the Software is required.
3) “Use” of the Software shall mean that it is either loaded in a temporary or in a volatile memory unit (e.g. RAM) of a computer or on a permanent memory unit (e.g. hard disk, CD-ROM).
4) You can find the type of license of your individual software on the invoice belonging to the purchase of the software

2. licensing restrictions

1) You may not rent, lease, loan, sublicense or resell the Software. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing or other arrangement. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, the Software in whole or in part. You may not copy the Software or Documentation except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided that you keep the original solely for backup or archival purposes. You may not remove any proprietary notices or labels on the Software. All copies must contain the same proprietary notices that appear on and in the Software. All rights not expressly set forth hereunder are reserved by charismathics. All Documentation accompanying the Software is protected by copyright and may neither be reproduced nor distributed.
2) Use of the Software on more than one computer in the absence of a Multi-User licence constitutes a breach of this EULA and may be subject to prosecution under civil and penal law.

3. ownership rights

The Software is protected by German copyright laws and international treaty provisions. charismathics and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.

4. termination

Without prejudice to any other rights, charismathics may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software.

5. changes and updates

charismathics is entitled, but not obligated, to create updates of the Software. If an update is requested by the Licensee charismathics shall be entitled to charge for such updates. charismathics shall not be under obligation to supply you with updates to the Software if you have turned down any previous updates or if you have failed to pay the charges for an update.

6. contractual penalty

For each case of a breach of § 2, you agree to a contractual penalty in the amount of EUR 10,000, unless you can prove that no damage occurred or only a damage in a material lower amount occurred. Additional damage claims remain unaffected hereby.

7. limited warranty

1) charismathics warrants that the Software provided by it is substantially in accordance with the product description. There can be no claim under this warranty in the case of minor or immaterial deviations from the agreed or assumed characteristics or in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. Licensee acknowledges that according to the current state of technology it is not possible to create absolutely error-free computer software. All other warranties including, but not limited to, any (if any) implied warranties or fitness for a particular purpose are excluded. In respect of updates, upgrades and the delivery of new versions, the warranty shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
2) In case a warranty claim pursuant to § 6, charismathics has the right to choose between the improvement within a commercially reasonable time, or replacement delivery or repayment of the license fee. If the defect is not cured within a first time limit or within the typical upgrade cycle of the software, and Licensee has set charismathics a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries are unsuccessful, then Licensee may, subject to the statutory prerequisites, at its option withdraw from this EULA or reduce the price. The remedying of the defect may also take place through the delivery or installation of a new software version. If the defect does not or not substantially impair the functionality, then charismathics is entitled, to the exclusion of further warranty rights, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning.
3) Defects must be notified in writing with a comprehensible description of the error symptoms (e.g. specification of error messages), as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Licensee to notify defects.
4) The warranty is limited to 12 months and shall begin on the date of delivery of the first copy of the Software. In respect of the delivery of updates, upgrades and new versions, the warranty period for such deliverables shall in each case begin on the date of delivery. If Licensee is a consumer according to § 13 BGB (German Civil Code), the period of warranty amounts to 2 years from the date of the delivery of the Software.
5) Amendments or additions to the Software which Licensee carries out itself or through third parties, shall cause charismathics’ warranties to be cancelled, unless Licensee proves that the amendment or addition did not cause the defect. charismathics shall also not be responsible for defects, which are caused by improper use or improper operation or the use of unsuitable means of operation by Licensee.
6) If the Licensee holds charismathics liable concerning warranty and if it turns out that there either is no defect or the asserted defect is not part of the responsibility sphere of charismathics, charismathics has the right to invoice the corresponding costs to the Licensee.
7) charismathics assumes no guarantee of any kind with regard to the Software meeting the licensee's requirements or interacting with any software programs of the Licensee.

8. limitation of liability

1) charismathics shall be liable to the Customer only in accordance with the provisions set out in this EULA.
2) charismathics shall be liable for damages caused intentionally or with gross negligence by charismathics, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance charismathics liability shall be limited to the foreseeable damage. Liability for slight negligence is excluded.
3) ANY MORE EXTENSIVE LIABILITY, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, DAMAGE TO GOODWILL, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE PRODUCTS OR PARTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE IS EXPRESSLY EXCLUDED. A LIABILITY ARISING OUT OF MANDATORY APPLICABLE LAW REMAINS UNAFFECTED.

9. miscellanea

1) This EULA is governed by the laws of the Federal Republic of Germany. In respect to any disputes hereunder you consent to the exclusive jurisdiction of the local courts of Munich, Germany.
2) If any provision of this EULA is found to be invalid or unenforceable the other provisions shall continue in full force an effect.
3) Should you have any questions concerning this EULA, please use the address information enclosed in this Software or visit us at www.charismathics.com.