License terms for IDS Software Suite and IDS peak

Preambel

IDS Imaging Development Systems GmbH ("Licensor") has developed an additional Software Suite ("Software") for the purpose of operating and programming of all purchaseable cameras of the Licensor ("IDS cameras") and integrating it in other products which use IDS cameras, from which the customer ("Licensee", Licensor and Licensee hereafter also referred to as a “Party” or the “Parties”) intends to acquire certain rights of use. For this purpose, the Parties agree on the following Licence Terms.

1 Licensed Software

1.1 Licensor will license the Software as described on the Licensor’s website at www.ids.imaging.com, its subdomains and at www.ids-imaging.us. The Software contains, inter alia, executable programs, libraries and header file(s), example source code for using the libraries, and the respective documentation.

1. 2 The Software contains Open Source components, meaning components which are licensed under terms that fulfil the criteria of the Open Source Definition of the Open Source Initiative as of 2007 (the definition is available at https://opensource.org/osd). A list of such Open Source components and the respective applicable licenses is part of the Software and can be reviewed after the installation.

1.2 Software is not offered to consumers within the meaning of section 13 of the German Civil Code (BGB).

2 Rights of Use

2.1 As of the Effective Date as defined in clause 5 Licensor grants to Licensee a non-exclusive, non-transferable worldwide right to use, distribute, duplicate or reproduce and integrate part or all of the Software in his own products only if they operate with IDS cameras and to distribute the Software in connection with such products Moreover Licensee shall have the right to

2.1.1 Integrate or cause to be integrated the Software into Licensee’s products only if they operate with IDS cameras and to duplicate or reproduce (or make duplicates or reproductions) and distribute these products to end users or third parties (including retailers, e-tailers, wholesalers or Original Equipment Manufacturers, etc.). For the avoidance of doubt, Licensee shall not be entitled to sublicense the Software unless otherwise agreed in the following clause 2.1.2.

2.1.2 Licensee shall be entitled to sublicense the rights granted herein only to his subcontractors solely for work directly related to Licensee’s products and updates. Other than that, Licensee shall not be entitled to sublicense the Software.

2.2 The Parties agree that notwithstanding the above grant of rights of use, Licensor will continue to hold any and all intellectual property rights in the Software.

2.3 Licensee is not entitled to

2.3.1 sell, rent or lend die Software as a stand-alone to others,

2.3.2 to edit, arrange, translate or decompile the Software,

2.3.3 to use the Software with or integrate the Software into a camera that was or is not offered by the Licensor or that is self-produced by the Licensee,

2.3.4 to use Software or parts thereof to create an own comparable control software or to integrate the Software or parts thereof into own comparable control software,

2.3.5 to assign his rights and obligations resulting from these License terms to third parties without the prior written consent of Licensor,

unless any of the above is explicitly allowed by statutory law.

2.4 Any software, apart from Open Source software. is offered in object code only. Licensee is not entitled to access the source code.

3 Warranty

3.1 Licensor accepts warranty for the Software only as explicitly described in this clause 3. Any further warranty is excluded.

3.2 Licensor is not aware of any patent infringements related to the Software and undertakes to inform Licensee without undue delay, should he be made aware of any such patent infringement, and in such case, to undertake reasonable measures to remedy such infringement. Other than that, Licensor does not assume any warranty with regard to third party patent rights.

3.3 Licensor warrants that the Software are free from defects which cause the Software not to operate in accordance with the functionality as described on the product website at the Effective Date of these License Terms. Licensee undertakes to report any defects discovered to Licensor without undue delay.

4 Download

4.1 The Software will be delivered by Licensor to the Licensee via download from the Licensor’s website.

5 Effective Date, Term and Termination

5.1 These License Terms come into force upon successful download of the Software not later than the commencement of use by the Licensee.

5.2 These License Terms are not limited in the term.

5.3 The Licensor may, at its choice and without prejudice to any other legal right or remedy that it might otherwise have, terminate these License Terms for cause with immediate effect by written notice to the Licensee upon the happening of any one of the following events:

5.3.1 any failure by the Licensee to perform one or more of its obligations hereunder or any other breach hereof which shall not have been cured within sixty (60) days after receipt of written notice specifying the nature of such failure or breach;

5.3.2 the Licensee makes a general assignment for the benefit of creditors or becomes insolvent or enters into liquidation or files bankruptcy;

5.3.3 a receiver, trustee in bankruptcy or similar officer of all or substantially all of the property of the Licensee is appointed and not removed within ninety (90) days.

5.4 Termination shall not excuse the parties from any obligations incurred hereunder prior to the date of termination.

5.5 Termination of the License Terms for any reason will not affect the rights of any end user to use the Software under any license granted in accordance with this License Terms.

5.6 Furthermore, in the event of termination, products already manufactured or in the distribution channels may still be distributed and sold. This is not applicable for Licensee’s products offered to its customers via download or any other non-physical form. Such products must not be distributed and sold after the termination of these License Terms. For the avoidance of doubt: Apart from the regulations in this clause 5.5, no new products containing the Software may be produced and the Software may not be used anymore by the Licensee.

5.7 Within ten (10) business days from the termination of these License Terms, Licensee will delete or destroy all versions of the Software. Upon Licensor’s request, Licensee must attest in writing that Software has been deleted or destroyed.

6 Liability

6.1 Licensor’s liability for intent, gross negligence and in the event of personal injury, bodily harm or damage to death, and if a claim according to the law on product liability (“Produkthaftungsgesetz”) is affected is subject to the respective applicable legal regulations.

6.2 Other than that, Licensor’s liability and that of his agents, employees and bodies shall be excluded.

6.3 The Licensor is not liable for the loss of data and software.

6.4 The restrictions of liability in this clause 6 shall apply to Licensor himself and his agents, employees and bodies.

7 Miscellaneous

7 1 These License Terms constitute the complete understanding between the parties regarding the subject matter. No oral or subsidiary agreements have been concluded or entered into. All previous agreements between the Parties with regard to the subject matter are replaced by these License Terms. Amendments, supplements and notices of termination of these License Terms must be made in writing. The rescission of these License Terms or an alteration of the requirement of the written form must also be made in writing. This requirement also applies to any changes of this provision.

7.2 If individual provisions of these License Terms are ineffective, then this shall not affect the effectiveness of the remaining terms. However, the ineffective provision shall be deemed to be replaced by an effective provision, which is as close as possible to the commercially desired purpose of the ineffective provision; the same shall apply in the case of a gap.

7.3 These License Terms are presented in two languages (German and English). In case of discrepancies or doubt with regard to their interpretation, the German version shall prevail.

7.4 The legal relations between the parties regarding the subject matter shall be governed and construed by the laws of the Federal Republic of Germany excluding the UN law on the sale of goods (CISG) and German Private International Law.

7.5 In the event of any dispute or controversy arising out of these License Terms or any breach thereof, Licensor and Licensee shall make a good faith effort to settle the dispute through negotiation. If the dispute or controversy cannot be solved amicably, place of jurisdiction for all disputes arising from or in connection with the subject matter is Berlin. In addition, Licensor can bring an action against Licensee at the general place of jurisdiction of Licensee.

Last revised: 2020-07-20

IDS Imaging Development Systems GmbH
Dimbacher Str. 10
74182 Obersulm, Germany