End User License Agreements (EULAs)
IMPORTANT – PLEASE READ CAREFULLY
THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AN INDIVIDUAL OR A LEGAL ENTITY, ("CUSTOMER"), AND BASLER AG ("BASLER") FOR THE BASLER SOFTWARE PRODUCTS ACCOMPANYING THIS AGREEMENT, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE "ONLINE" OR ELECTRONIC DOCUMENTATION, ASSOCIATED MEDIA, AND/OR PRINTED MATERIALS ("SOFTWARE"). BEFORE YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. DEFINITIONS.
"Derivative" means a computer software (application) created by CUSTOMER that includes or is based in whole or in part on the SOFTWARE, including, but not limited to, incorporating the SOFTWARE into the Derivative by linking or otherwise using the SOFTWARE in any form whatsoever in CUSTOMER's Derivative.
"Documentation" means the Basler Product Documentation, Programmer's Guide and Reference Documentation, User's Manuals, if any, accompanying delivery of the SOFTWARE. Documentation may be delivered in printed and/or electronic and/or online forms.
"Evaluation License" means a license, supplied to CUSTOMER in the form of a License File that allows CUSTOMER to install and evaluate the SOFTWARE on any computer for a certain period of time.
"Runtime License" means a license, supplied to CUSTOMER in the form of a License File and a corresponding removable hardware component, e.g., a dongle, that allows CUSTOMER to install and use the SOFTWARE on any computer for an unlimited period of time.
"License File" means a computer file that contains license keys that permit CUSTOMER to use the SOFTWARE in a particular Software Configuration.
"Nodelocked License" means a license, supplied to CUSTOMER in the form of a License File that allows CUSTOMER to use the SOFTWARE only on the computer specified in the Nodelocked License File.
"SOFTWARE" means all files, libraries, programs, executable code, compiled code, including but not limited to, BASLER's pylon software, any and all vTools as well as any other BASLER or third party computer software, digital images and example programs. This also includes upgrades, modified versions, updates, additions and copies of the SOFTWARE, if any, licensed, delivered and provided to CUSTOMER by BASLER. The term "SOFTWARE" does not include any Derivatives or other programs, which may include the SOFTWARE.
"Software Configuration" means the Acquisition Version, the Demo Version, the Evaluation Version and/or the Runtime Version, all as defined in Section 3.1 below, of the SOFTWARE.
"Protected Data" includes the SOFTWARE as well as any and all components the content of which is not disclosed by BASLER in human-readable form such as, the License Files, the Irremovable Host ID, the Removable Host ID as well as any other files, data or hardware that is provided by BASLER and not readily accessible for CUSTOMER without reverse engineering and/or breach or circumvention of technical protection mechanisms.
"vTool" means a computer file or files that may incorporate algorithms and/or methods to acquire, analyse, manipulate, modify or extract information, e.g., from a digitized image. A vTool may require a License File that permits CUSTOMER to use the SOFTWARE in a particular Software Configuration.
2. SOFTWARE OF THIRD-PARTY MANUFACTURERS. Notwithstanding the terms and conditions of this AGREEMENT, all or any portion of the SOFTWARE which constitutes non-proprietary BASLER software or software provided under Open source license by third parties ("third-party software"), is licensed to CUSTOMER subject to the terms and conditions of the software license agreement accompanying such third-party software. Use of the third-party software by CUSTOMER shall be governed entirely by the terms and conditions of such license. CUSTOMER can find the license terms and conditions in the file "pylon Third-Party Licenses.txt " or contact BASLER support. SOFTWARE includes some open source software source code that may be used and modified by anyone and everyone, provided they, in turn, make it available to everyone else with the same licensing agreement. Please contact BASLER support for the original source code of components licensed under Open source licenses.
CUSTOMER understands and agrees that acceptance of this AGREEMENT also confirms CUSTOMER's acceptance of the applicable provisions for use, including the restrictions on use, of the third-party software. Any breach of the applicable provisions of any third party's license terms shall also be considered a material breach of this AGREEMENT.
3. GRANT OF LICENSE. BASLER grants CUSTOMER a non-exclusive right to install and use the SOFTWARE provided that CUSTOMER complies with all terms and conditions of this AGREEMENT. The licensed SOFTWARE and Documentation shall at all times remain the property of BASLER and/or its licensors, and CUSTOMER, as licensee, shall have no right, title, or interest in the SOFTWARE, except as expressly set forth in this AGREEMENT. The transfer of the SOFTWARE, including, but not limited to, sublicensing and distribution to a third party is not permitted.
3. PERMITTED USE OF THE SOFTWARE. You may install and use the SOFTWARE as whole or in parts (single files, e.g. DLLs etc.) on an unlimited number of computers. You may solely use the SOFTWARE for the purpose to operate a BASLER camera product.
3.1. SOFTWARE CONFIGURATIONS. Different rights, obligations and restrictions apply to each Software Configuration. CUSTOMER's right to install and use the SOFTWARE is determined by the Software Configuration selected, as set forth below:
3.1.1. ACQUISITION VERSION. The Acquisition Version is a version of the SOFTWARE that solely allows CUSTOMER to operate Basler hardware products such as cameras, frame grabbers, interface cards, light controllers, light sources and others. The Acquisition Version excludes the use of vTools. It does not require a License File. The Acquisition Version allows CUSTOMER to use the SOFTWARE on an unlimited number of computers for an unlimited period of time. The Acquisition Version allows CUSTOMER to (1) evaluate the full functionality of the SOFTWARE excluding vTools; (2) create, distribute and sublicense Derivatives excluding vTools for commercial purposes.
If CUSTOMER chooses to distribute such Derivatives, CUSTOMER agrees (1) not to use BASLER's name, logo or trademarks to market the Derivatives; (2) to display a valid copyright notice which shall be sufficient to protect BASLER's copyright in the SOFTWARE; (3) not to remove or obscure any copyright, trademark or patent notice that appear on the SOFTWARE as delivered to CUSTOMER; (4) to accompany the Derivative with a license agreement whose terms and conditions are at least as restrictive as the terms in this AGREEMENT; (5) to explicitly exclude BASLER, its Affiliates and its suppliers from all liability for costs, losses, damages or any obligations to provide remedial actions that may result from the use and distribution of Derivatives; (6) to indemnify, hold harmless and defend BASLER, its Affiliates and suppliers from and against any costs, losses or damages, including attorney's fees, that arise in connection with or result from CUSTOMER's use or distribution of the Derivatives; (7) otherwise comply with the terms of this AGREEMENT; and (8) agrees that BASLER reserves all rights not expressly granted. BASLER will neither provide any support nor does BASLER accept any liabilities, warranties, representations or other obligations for Derivatives developed and/or distributed by CUSTOMER. In particular, CUSTOMER will be solely responsible to CUSTOMER's end users (or anyone else who uses CUSTOMER's Derivatives) for support, service, upgrades, or technical or other assistance, and such persons will have no right to contact BASLER for any services or assistance.
3.1.2. DEMO VERSION.
The Demo Version is a version of the SOFTWARE that allows CUSTOMER to evaluate the functionality of the SOFTWARE including vTools, for a certain period of time, typically for a maximum of eighty (80) days. To use vTools, the Demo Version requires the online activation of a corresponding Evaluation License File. The SOFTWARE may be installed on any number of computers. CUSTOMER's right to use vTools is restricted to the purpose of evaluating vTools in the pylon Viewer application that may be part of the SOFTWARE. The use of vTools in pylon Viewer is limited to five consecutive minutes and will automatically be terminated thereafter. A Demo Version prohibits CUSTOMER to use vTools included in the SOFTWARE for any other purposes than those mentioned above in this Section 3.1.2, in particular, but without limitation, CUSTOMER must not use the SOFTWARE provided as a Demo Version for commercial purposes, or use the Demo Version to develop commercial or non-commercial applications including vTools. The Demo Version may be used only in the time period that is specified in the Evaluation License File. After expiration of this time period, vTools included in the SOFTWARE will no longer work.
3.1.3. EVALUATION VERSION.
The Evaluation Version is a version of the SOFTWARE that allows CUSTOMER to evaluate the functionality of the SOFTWARE including vTools, for a certain period of time, typically for a maximum of one hundred eighty (180) days. To use vTools, the Evaluation Version requires the online activation of a corresponding Evaluation License File. The SOFTWARE may be installed on any number of computers provided that these devices are controlled by CUSTOMER. CUSTOMER's right to use vTools and to create Derivatives is restricted to the purpose of evaluating the SOFTWARE. The use of vTools is limited to five consecutive minutes and will automatically be terminated thereafter. An Evaluation Version prohibits CUSTOMER to use vTools included in the SOFTWARE for any other purposes than those mentioned in this Section 3.1.3, in particular, without limitation, CUSTOMER must not use SOFTWARE provided as an Evaluation Version for commercial purposes, or use the Evaluation Version to develop commercial applications including vTools. The Evaluation Version may be used only in the time period that is specified in the Evaluation License File. After expiration of this time period, vTools included in the SOFTWARE or used in Derivatives will no longer work.
3.1.4. RUNTIME VERSION.
Runtime Version is a version of the SOFTWARE that has to be purchased by CUSTOMER and allows CUSTOMER to use the SOFTWARE including vTools for an unlimited period of time. The Runtime Version is a version of the Software that allows CUSTOMER to (1) evaluate either the full or selected functionality of the SOFTWARE including vTools; (2) create, distribute and sublicense Derivatives including vTools for commercial purposes. The Runtime Version requires a Runtime License File. If CUSTOMER is authorized and chooses to distribute such Derivatives, CUSTOMER agrees (1) not to use BASLER's name, logo or trademarks to market the Derivatives; (2) to display a valid copyright notice which shall be sufficient to protect BASLER's copyright in the SOFTWARE; (3) not to remove or obscure any copyright, trademark or patent notice that appear on the SOFTWARE as delivered to CUSTOMER; (4) to accompany the Derivative with a license agreement whose terms and conditions are at least as restrictive as the terms in this AGREEMENT; (5) to explicitly exclude BASLER, its Affiliates and its suppliers from all liability for costs, losses, damages or any obligations to provide remedial actions that may result from the use and distribution of Derivatives; (6) to indemnify, hold harmless and defend BASLER, its Affiliates and its suppliers from and against any costs, losses or damages, including attorney's fees, that arise in connection with or result from CUSTOMER's use or distribution of the Derivatives; (7) otherwise comply with the terms of this AGREEMENT; and (8) agrees that BASLER reserves all rights not expressly granted.BASLER will neither provide any support nor does BASLER accept any liabilities, warranties, representations or other obligations for Derivatives developed and/or distributed by CUSTOMER. In particular, CUSTOMER will be solely responsible to CUSTOMER's end users (or anyone else who uses CUSTOMER's Derivatives) for support, service, upgrades, or technical or other assistance, and such persons will have no right to contact BASLER for any services or assistance.
3.2. LICENSE OPTIONS
3.2.1. NODELOCKED LICENSES.
A Nodelocked License allows CUSTOMER to install and use the Software only on the computer specified in the Nodelocked License File. The computer is specified by a Host ID that is derived from a certain hardware component, which may be bound to an irremovable computer component ("Irremovable Host ID"), for example, a network card, or may be bound to a removable hardware component ("Removable Host ID"), for example, a dongle. If CUSTOMER uses an Irremovable Host ID for licensing the SOFTWARE, CUSTOMER may only install and use the SOFTWARE on the computer that includes the Irremovable Host ID. If CUSTOMER uses a Removable Host ID, CUSTOMER may install the SOFTWARE on any number of computers, but CUSTOMER may only use the SOFTWARE on the computer to which the Removable Host ID is attached.
3.2.2. COMPLIANCE WITH LICENSES.
CUSTOMER undertakes to keep true, accurate, and consistent books and records containing regular entries relating to duplication and installations of the SOFTWARE and sales, distributions, or other transfers of Derivatives. BASLER, its authorized representative, or its accountants (as determined by BASLER) may, for the purpose of confirming CUSTOMER's compliance with the terms hereof, enter CUSTOMER's place of business on reasonable written notice, but not less than twenty (20) business days, during normal business hours once per year during the term of this AGREEMENT and once following the termination or expiration of this AGREEMENT. BASLER, its authorized representative or its accountants shall be entitled to perform an audit of CUSTOMER's relevant books, records, and software systems, and receive any explanations that may reasonably be requested. BASLER shall be responsible for its costs incurred in connection with any such audit, provided that CUSTOMER shall reimburse BASLER for the cost of the audit if the examination discloses an underpayment to BASLER of more than five percent (5%) of the payments due with respect to any applicable period. Any further rights of BASLER remain unaffected. This Section 3.2.2 shall survive any termination or expiration of this AGREEMENT for a period of three (3) years. CUSTOMER further agrees that upon request from BASLER or BASLER's authorized representative, CUSTOMER will within thirty (30) days fully document and certify that use of any and all SOFTWARE at the time of the request is in conformity with CUSTOMER's valid licenses from BASLER.
3.3. DOCUMENTATION.
CUSTOMER may make and use a reasonable number of copies of any Documentation, provided that such copies shall be used only for internal purposes and are not to be published, distributed or otherwise made available (either in hard copy or electronic form) outside CUSTOMER's organization. In particular, CUSTOMER may not forward any Documentation to CUSTOMER's customers in connection with the Derivatives or to any other third party.
3.4. SAMPLE PROGRAMS AND IMAGES.
BASLER grants CUSTOMER the right to use and modify the sample programs and sample images included in the SOFTWARE for the sole purposes of designing, developing, and testing CUSTOMER's software product(s).
4. PERMITTED USE OF THE SOFTWARE.
CUSTOMER may solely use the SOFTWARE for the purpose to operate a BASLER camera product unless otherwise negotiated between CUSTOMER and BASLER.
5. OTHER RIGHTS AND LIMITATIONS
5.1. RENTAL.
CUSTOMER may not rent, lease, or lend the SOFTWARE to any third party.
5.2. COPYING.
CUSTOMER shall not copy or use the SOFTWARE except as set forth in this AGREEMENT. CUSTOMER shall not remove any proprietary notices or labels on the SOFTWARE; any copies that CUSTOMER is permitted to make pursuant to this AGREEMENT must contain the same copyright and other proprietary notices that appear on and in the SOFTWARE.
5.3. LIMITATION ON REVERSE ENGINEERING.
CUSTOMER shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SOFTWARE or the file format or content of its Protected Data, unless (a) this source code is provided by BASLER (e.g. for open source components) and/or (b) CUSTOMER is permitted to do so under applicable statutory law that cannot be modified by this AGREEMENT. If it is essential to do so in order to achieve interoperability of the SOFTWARE with other software programs, CUSTOMER shall request BASLER to provide the information necessary to achieve such interoperability and BASLER will provide such information upon mutual consent.In this case, BASLER has the right to request (a) acceptance of reasonable contractual conditions by CUSTOMER and/or (b) a reasonable financial compensation before providing such information. Any information supplied by BASLER to achieve interoperability is strictly confidential, protected by applicable laws and must only be used by CUSTOMER for the purpose described herein and may not be disclosed to any third party.CUSTOMER may not modify, adapt, or otherwise alter the SOFTWARE or Protected Data except as expressly permitted herein. In particular, CUSTOMER may not attempt to remove, override, modify, change or otherwise temper with any protection mechanisms of the SOFTWARE or any part thereof.
5.4. UPGRADES.
Different rights and obligations apply to the Software Configurations as listed in the following provisions.
5.4.1. RUNTIME VERSION.
If the SOFTWARE in its Runtime Version is an upgrade to a previous version of the SOFTWARE, CUSTOMER must possess a valid license to such previous version in order to use the upgrade. CUSTOMER may continue to use the previous version of the SOFTWARE on CUSTOMER's computer(s) after CUSTOMER received the upgrade, provided that (i) the previous version or copies thereof are not transferred to another party or computer unless all copies of the upgrade are also transferred to such party or computer; and (ii) CUSTOMER acknowledges that any obligation BASLER may have to support the previous version of the SOFTWARE ends upon availability of the upgrade.
5.5. PROPRIETARY RIGHTS.
All intellectual property rights in the SOFTWARE are owned by BASLER or its suppliers and are protected by intellectual property, in particular, without limitation, by copyright laws and international copyright treaties. CUSTOMER shall not remove any product identification, copyright notices or proprietary restrictions from the SOFTWARE. The SOFTWARE is licensed, not sold.
5.6. TERMINATION.
Without prejudice to any other rights, BASLER may terminate this AGREEMENT if CUSTOMER fails to comply with the terms and conditions of this AGREEMENT. In such event, CUSTOMER must destroy all copies of the SOFTWARE and all of its components as well as any and all Derivatives.
6. LIMITED WARRANTY.
BASLER warrants to CUSTOMER that the performance and functionality of the SOFTWARE purchased by CUSTOMER will in all material aspects comply with the Documentation for a period of twelve (12) months following receipt of the SOFTWARE, provided that the SOFTWARE is used on a recommended hardware configuration. The aforementioned warranty is extended for the period of the applicable statute of limitations in cases where a deviation of the SOFTWARE from the Documentation is caused by BASLER's gross negligence or willful misconduct.
BASLER expressly excludes all liability for non-substantial variations of performance of the SOFTWARE from the Documentation, which do not affect the core functionalities of and the results achieved with the SOFTWARE.
This warranty does not apply to updates, upgrades, pre-releases, or to SOFTWARE that has been altered by CUSTOMER, to the extent such alterations caused a defect. To make a warranty claim, CUSTOMER must return the SOFTWARE to the location where CUSTOMER obtained it along with proof of purchase within the period of time set forth above. If the SOFTWARE does not perform substantially in accordance with the Documentation, BASLER may, in its sole discretion repair or replace the SOFTWARE.
EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASLER AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT.
Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to CUSTOMER in its entirety.
7. LIMITATION OF LIABILITY.
7.1. CUSTOMER acknowledges that using or selling SOFTWARE in devices or systems where malfunction may result in personal injury, death, damage to property or the environment is at its own risk and agrees to indemnify and BASLER harmless from all losses and damages (including legal fees) which may be incurred by BASLER as a result of any claims or actions resulting from damages caused by the use of the SOFTWARE in such devices or systems by CUSTOMER or any party the CUSTOMER has directly or indirectly supplied the SOFTWARE to.
7.2. BASLER, its legal representatives and vicarious agents shall - irrespective of the legal ground - only be liable for damages if the damage was caused through BASLER's culpable breach of a major contractual obligation (cardinal duty), gross negligence or willful misconduct. Any further liability for damages is expressly excluded unless set forth otherwise below.
7.3. Subject to this Section 7.4., if BASLER is liable for the violation of a major contractual obligation in the absence of gross negligence or willful misconduct, such liability for damage shall be limited to damages, which were foreseeable by BASLER at the time when the contract with the CUSTOMER became effective.
7.4. BASLER shall in no event be liable for indirect or consequential damages, loss of profit, loss of business or commercial opportunities, loss of or damage to goodwill or reputation.
7.5. BASLER shall in no event be liable for an amount exceeding in aggregate, for any and all claims, the actual payment received by BASLER under the agreement with the CUSTOMER or 1,000,000.00 EUR (one million EURO) whichever is lower.
7.6. The limitation or exclusion of liability stated above shall NOT apply in the case of culpable injury to life, body or health, or willful misconduct or under the liability provisions of the German Product Liability Act.
8. HAZARDOUS USES.
The SOFTWARE is not designed and/or intended for use in connection with any application requiring fail-safe performance, such as the operation of nuclear power facilities, air traffic control or navigation systems, weapon control systems, life support systems, or any other system whose failure could lead to death, personal injury, or severe physical or environmental damage (High Risk Use). CUSTOMER agrees that CUSTOMER may not use the SOFTWARE in such High Risk Use scenarios.
9. GOVERNING LAW AND JURISDICTION.
This AGREEMENT shall be considered to have been entered into and construed in accordance with the laws of Germany to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG). The District Court (Landgericht) Hamburg shall have exclusive jurisdiction over all disputes arising in connection with this AGREEMENT.
10. GENERAL.
This AGREEMENT is the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements and communications with respect to the subject matter. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and cannot be modified except by a written document signed by both parties. If any provision of this AGREEMENT is held invalid, the offending clause will be modified so as to be enforceable and, as modified, shall be fully enforced, and the remainder of this AGREEMENT will continue in full force and effect.
IMPORTANT – PLEASE READ CAREFULLY
Subject of this Agreement and system of provisions
Subject of this Agreement Subject of these EULA is the regulation of the relationship between the end user ("Licensee") of the digital products offered under the brand name "pylon AI Platform" ("Software") and the company that actually provides the Software ("Licensor"). The terms “must” and “shall” have equivalent meanings and create a present and ongoing obligation, unless the context otherwise requires.
System of provisions The parties agree that the “Basler AG General Terms and Conditions of Delivery and Payment”, available for download at baslerweb.com/terms-conditions, apply to this Agreement on a supplementary basis. As an annex to this Agreement, a Service Level Agreement (“SLA”) is applicable as referenced below. This Agreement does not interfere with other EULAs which may or may not have been concluded between the parties, especially for licensing any on-premise software offered by the Licensor, which is not covered by this Agreement. The Licensor offers the Software to the Licensee in two models. The paid use of the Software is further called the “Premium Model”. The unpaid use of the Software on a limited basis for testing and demonstration purposes is further called the “Freemium Model”. The use of the Software is limited in the Freemium Model; therefore, it differs functionally from the Software in the Premium model. Concerning the Freemium Model, the following provisions shall apply on condition that terms and conditions specifically relating to the Freemium Model shall have precedence in case of a contradiction.
Licensor Contractual partner of this Agreement and at the same time of the Licensee is Basler AG, An der Strusbek 60-62, 22926 Ahrensburg, Germany.
Conclusion of the Agreement This EULA is entered into by the Licensee's acceptance when signing up for the use of the Software and before commencement of use of the Software. The sign up process requires that the Licensee obtained a “Basler ID” for identification beforehand. The registration for a “Basler ID” is free of charge and available via the Licensor’s website and via basler.ai. The Agreement is concluded for an indefinite period, subject to deviating provisions in other agreements between the parties. This shall not affect any limitation in time, location or personal limitation of the right of use on the basis of the SLA. If the Licensee does not agree to the following conditions, he/she shall refrain from using the Software. Unless otherwise stipulated, the EULA shall also apply to future versions of the Software without the need to refer to this EULA again. The Licensee may view, download and print out the current version of these terms from the source and at the place where he/she first obtained the Software or access to the Software.
Amendments
Amendment of these license conditions The Licensor may amend the terms and conditions of the EULA at any time and shall notify the Licensee of the amendment following a clear display of the changes made to the terms and conditions of the EULA, in the event of updates or a change of version, if applicable, by means e.g. of a corresponding overlay display. Alternatively, the Licensor may draw the Licensee's attention to a change in a suitable manner (generally in text form) at least one month before the change comes into force. Within the scope of this notice, the Licensor shall specifically draw attention to the amendments and – where applicable – to the possibility of objection and termination, the deadlines and the legal consequences, in particular with regard to a failure to object. The Licensee shall have the right to object to amendments within one month after publication and the possibility of becoming aware of such amendment. In the event of objection, both parties shall be entitled to terminate the present EULA extraordinarily. If the adjustment is reasonable, the Licensee shall remain obliged to pay the agreed fee – if applicable – despite his termination. Other rights of termination shall remain unaffected. If the Licensee does not object within the objection period or if he/she continues to use the services thereafter, the change or amendment shall be deemed accepted.
Adjustment to the scope of services in Freemium Model For services in the Freemium Model, the Licensor is also entitled to unilaterally change the services provided under this Agreement at any time. This means in particular that the Licensor may at any time extend, restrict, otherwise modify or completely terminate the type and scope of the rights of use granted to the Software as well as the functions of the Software in the Freemium Model. The Licensor shall give reasonable notice of any changes in performance seven (7) days before the changes become effective.
Granting of rights of use
Prerequisites for the granting of rights of use The Licensor expressly offers the conclusion of this Agreement only to entrepreneurs within the meaning of the German Civil Code (BGB, Sec. 14). The prerequisite for the use of the Software is that the Licensee acts in the exercise of his professional activity as a self-employed person, as an employee of a company with the latter's express permission and in its name or with its power of attorney. Consumers are generally not entitled to use the Software. By accepting this EULA, the Licensee expressly declares that he/she is not acting as a consumer in exercising the rights of use granted herein.
General provisions on rights of use Subject to the provisions of the SLA and the following provisions, the Licensor grants the Licensee a non-exclusive, personally limited, non-transferable, temporally and spatially unlimited, revocable right to use the Software. What becomes visible on the screen of the Licensee during the use of the Software, such as texts, photographs, illustrations, graphics ("Content") is protected by copyright and, if applicable, by other property rights under German law, applicable national laws and by international law as well as the relevant contractual provisions. The copyrights to the Content of the Software and all works resulting therefrom are owned by the Licensor, or an affiliate or third party who has licensed the material in turn to the Licensor. To the extent that this is in accordance with the intended functions of the Software, or such functions are provided by the Licensor as intended, the Licensee may download, store, print and copy extracts from the Content, provided that the Content is downloaded solely for the Licensee's personal use or the use of the Company in an operational context or for further business transactions with the Licensor or its contractual partners. The Licensee may only reproduce, pass on to third parties or otherwise use excerpts from the Content if this corresponds to the intended function of the Software and the use of the relevant function by the Licensee is provided for under express agreements with the Licensor, third parties or the circumstances of the individual case. Except as expressly provided above, Licensee may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge or otherwise alter or adapt all or any portion of the Software or any work created therewith without the prior written consent of Licensor. Other than the examples expressly set out above, Licensee shall not obtain any right, title or interest in or to the Downloaded Content (as applicable) or the Software itself.
Fulfilment of technical requirements The exercise of the rights of use granted may depend on certain technical requirements in individual cases. In principle, the Licensor is not responsible for ensuring that the Licensee can actually exercise the rights of use granted in the environment individually chosen by him. Fulfilment of the technical requirements for use of the Software is the sole responsibility of the Licensee. In order to use the Software, the Licensee requires a device that fulfils the current system and compatibility requirements for the corresponding Software version. The Licensor provides system requirements and compatibility information to the best of its knowledge. Due to the large number of conceivable combinations of end devices, operating systems, network operators and hardware components, it is not possible for the Licensor to test and ensure the operability of the Software in all conceivable constellations. Insofar as this is provided for on the basis of a separate agreement or other agreements, the Licensor or a third party commissioned or authorized by it shall provide assistance in setting up the possibility of use or ongoing support in using the Software.
Provisions for browser-based use In the case of use with a web browser, the Software is made available by communicating an address ("URL") via which the software can be accessed. After entering the login credentials provided for the Licensee and accepting this EULA, the Licensee shall be granted access to the functions of the Software. If the Software is used by several natural persons during the period of use ("Session"), the Licensee must ensure that all users are aware of the contents of these license terms and comply with them. Otherwise, the Session shall be terminated by a logout after completion of the use by a particular natural person in order to ensure acceptance of the EULA.
Rights of use in Freemium Model In the Freemium Model, the Software can be used free of charge for the purpose of demonstrating and testing the platform. A productive use of the Software in the operative business of the user for real projects is not intended and only permitted to the extent that the monitoring and control of the respective projects are secured by further technical or organizational measures in addition to the Software. The granting of rights of use within the scope of the Freemium Model shall be subject to the provision that the regulations for gratuitous loans under German Law (§§ 598 BGB et seq.) shall apply.
Obligations when using applications
Input of data The functions of the Software may require that the Licensee enters data. The Licensee shall enter data truthfully to the best of its knowledge and belief. Under no circumstances may the Licensee make entries that are likely to mislead the Licensor or third parties or deceive them about certain factual circumstances. Data entries may not result in the rights or legal interests of third parties being impaired or violated.
Data security when entering data When using the Software, the Licensee must ensure that the input of data also leads to a transmission to the Licensor's servers. Data streams may be interrupted due to a lack of network coverage or other connectivity disruptions and the transmission of data entered by the Licensee may fail. In the context of browser-based use, the Licensee must ensure that an existing internet connection is maintained for the secure use of the Software. The proper transmission of data and entries can be verified by appropriate messages within the Software or by the retrieval of transmitted data by the Licensee. The Licensor encourages the Licensee to perform such checks by default.
Use of third party software The Software contains code and code-components of third parties ("Third Party Software"). The Licensor uses Third Party Software exclusively with the consent of the respective rights owners. Furthermore, some of Third Party Software used is open source software. These are software libraries or code components ("libraries") that were developed by third parties and are also used by the Licensor by virtue of a grant of rights of use by the developer. These grants of rights of use (licenses) require certain information in these license conditions. This information is available for display and download on the Licensor's website. They are part of the present agreement. The conditions stated therein shall not affect the liability of the Licensor insofar as this is contrary to mandatory national or international law.
Availability and support Availability and support are comprehensively covered by the SLA.
Transfer of rights and obligations The Licensee may not assign, delegate or transfer this EULA or its rights or obligations in any way (by operation of law or otherwise) without the prior written consent of the Licensor. The Licensor may transfer, assign or delegate the EULA and its rights and obligations without consent.
Termination and Suspension The following provisions do limit neither the Licensee’s nor the Licensor’s statutory rights to terminate this license agreement, unless otherwise specified. In the event of termination of this Agreement, the Licensee shall no longer be entitled to use the Software and shall cease using it immediately.
Termination under the Freemium Model The Licensor shall be entitled to terminate this license agreement at any time. It shall not make unreasonable use of this right of termination and shall take the Licensee's legitimate interests into account when deciding on termination. However, the Licensor shall be entitled to terminate this Agreement in particular if the Licensee breaches the provisions of this Agreement. Depending on the degree of severity of the breach, termination without notice may also be considered. The Licensor reserves the right to terminate this license agreement for cause of excessive use. Excessive use is generally prohibited by technical measures to enforce the restrictions of the Freemium Model laid out in the SLA. However, in case of circumvention of these technical measures, the Licensor may mitigate said circumvention by termination as an organizational measure. This is especially true if the same Licensee uses the Freemium Model multiple times with different accounts, may it be at the same time or consecutively. Generally, the Licensor will offer the Licensee access to the Premium Model for the applicable conditions before resorting to termination.
Termination under the Premium Model If the Licensee obtained access to the Software via the Premium Model from the Licensor for a definite period of time, any ordinary termination of this EULA shall be excluded.
Suspension under the Premium Model In general, the access to the Software is subject to payment of fees as displayed within the distribution process. If the Licensor grants access to the Software before reception of fees, the Licensor shall be entitled to suspend the availability of the Licensee to access the Software in case the Licensee is in default to pay fees due for more than thirty (30) days. The Licensor will restore access to the Software without undue delay once payment is made in full, including potentially accrued interest and other costs the Licensor is legally entitled to.
Deletion of data Notwithstanding the provisions of the DPA and the SLA, any data will be deleted after the end of the license period ends. Users can export the training data and models at any time before.
Data protection The Licensor processes the data of the users of the software within the scope of the applicable data protection laws as an independent controller for especially the purpose of service provision. The Licensor ensures that this data processing complies with all applicable requirements of data protection laws. If and to the extent that the Licensee processes personal data within the scope of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) using the Software, such data processing shall be carried out by the Licensor as the Processor and by the Licensee as the Controller within the meaning of Article 28 GDPR. The parties acknowledge that the Data Processing Addendum ('DPA'), included as an annex to this EULA, governs this processing. When the processing involves the transfer of personal data to a third country or an international organization in accordance with Articles 44 et seq. GDPR, and no adequacy decision pursuant to Article 45, nor other appropriate safeguards under Article 46, are in place, the parties agree to supplement the DPA with the EU Standard Contractual Clauses as per the European Commission Decision 2021/914/EC, adopted on June 4, 2021 (“SCC”). The SCC shall apply in accordance with the following rules:
(i) Module 1 (Controller-to-Controller): Both parties act as independent Controllers. The following options apply: Optional Clause 7 and Clause 11, paragraph 2, are not used. Clause 13, Option 1, is applied. Regarding Clause 17 (Governing Law) and Clause 18 (Choice of Forum and Jurisdiction), both the governing law and the place of jurisdiction are defined by this agreement. The information required by Annex I of the SCC for Module 1 is detailed in the privacy policy for this software, which forms part of this agreement by reference. The information required by Annex II and Annex III of the SCC for Module 1 is detailed in the Data Processing Addendum ('DPA') attached to this EULA.
(ii) Module 4 (Processor-to-Controller): The Licensor acts as the Processor and the Licensee as the Controller. The information required by Annexes I to III of the SCC for Module 4 is detailed in the Data Processing Addendum ('DPA') attached to this agreement. Optional Clause 7 and Clause 11, paragraph 2, are not used. Regarding Clause 17 (Governing Law) and Clause 18 (Choice of Forum and Jurisdiction), both the governing law and the place of jurisdiction are defined by this agreement. Further information on data protection can be found at baslerweb.com/privacy-policy.
Place of performance, applicable law and place of jurisdiction The place of performance with respect to the obligations under this Agreement shall be at the location of the Licensor's data center. With regard to the claims of the parties arising from this agreement, German law shall apply, with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction (including international) for claims arising from or in connection with this Agreement shall be Hamburg, Germany. In cases in which the law or applicable law excludes the choice of a specific place of jurisdiction, German law shall apply.
Liability and warranty
Liability in general The liability of the Licensor for damages due to simple negligence is limited to the amount of the contract-typical, foreseeable damages, with the exception of cases of violation of essential contractual obligations. In all other respects, the Licensor's liability for simple negligence is excluded. The strict liability of the Licensor for defects which already existed at the time of conclusion of the contract, pursuant to Section 536a Para. 1 of the German Civil Code (BGB), is excluded insofar as these are not hidden defects. The above limitations of liability shall not apply in cases of mandatory statutory liability. A limitation of liability shall not apply in cases under the German Product Liability Act or in cases of culpably caused injury to life, limb or health or in cases of gross negligence and intent. Furthermore, a limitation of liability shall not apply if and to the extent that the Licensor has assumed a guarantee. The limitations of liability shall apply accordingly to the liability of the Licensor for futile expenses.
Liability for non-contractual claims The general limitations of liability shall apply accordingly to liability based on non-contractual claims insofar as the Licensee is domiciled in Germany.
Liability for claims under the Freemium Model The preceding provisions shall apply to the liability within the scope of the Freemium Model on condition that the provisions for gratuitous loans under German Law (§§ 598 BGB et seq.) shall be applied as statutory liability provisions. In particular, the liability of the Licensor for damages due to simple negligence is excluded in accordance with § 599 BGB. This limitation of liability shall also apply in case of breach of essential contractual obligations. The liability of the Licensor for defects is excluded unless a defect was fraudulently concealed at the time of conclusion of the contract (§ 600 BGB).
IMPORTANT – PLEASE READ CAREFULLY
THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AN INDIVIDUAL OR A LEGAL ENTITY, ("CUSTOMER"), AND BASLER AG ("BASLER") FOR THE BASLER SOFTWARE PRODUCTS ACCOMPANYING THIS AGREEMENT, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE "ONLINE" OR ELECTRONIC DOCUMENTATION, ASSOCIATED MEDIA, AND/OR PRINTED MATERIALS ("SOFTWARE"). BEFORE YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. SOFTWARE OF THIRD-PARTY MANUFACTURERS. Notwithstanding the terms and conditions of this AGREEMENT, all or any portion of the SOFTWARE which constitutes non-proprietary BASLER software or software provided under Open source license by third parties ("third-party software"), is licensed to CUSTOMER subject to the terms and conditions of the software license agreement accompanying such third-party software. Use of the third-party software by CUSTOMER shall be governed entirely by the terms and conditions of such license. CUSTOMER can find the license terms and conditions in the "https://docs.baslerweb.com/frame-grabbers/third-party-license-notices-framegrabber-sdk" of the online technical documentation or contact BASLER support. BASLER software includes some open source software source code that may be used and modified by anyone and everyone, provided they, in turn, make it available to everyone else with the same licensing agreement. Please contact BASLER support for the original source code of components licensed under Open source licenses.
2. GRANT OF LICENSE, TERMINATION IN CASE OF VIOLATION. BASLER grants CUSTOMER a personal, non-exclusive, non-transferable right to use the SOFTWARE provided that CUSTOMER comply with all terms and conditions of this AGREEMENT. Should CUSTOMER violate the provisions of this Agreement, BASLER shall have the right to terminate the Agreement immediately. In this case CUSTOMER must delete the software including all copies or return it to BASLER.
3. PERMITTED USE OF THE SOFTWARE. CUSTOMER may install and use the SOFTWARE as whole or in parts (single files, e.g. DLLs etc.) on an unlimited number of computers. CUSTOMER may solely use the SOFTWARE for the purpose to operate a BASLER frame grabber or interface card product.
4. TRANSFER. CUSTOMER may transfer the SOFTWARE in whole or in parts (single files, e.g. DLLs etc.) to another individual/entity provided that the transferee accepts the terms of this AGREEMENT. CUSTOMER may not rent, lease, sub-license, or lend the SOFTWARE or any portions thereof to others, except as expressly granted in this section 4.
5. RESTRICTIONS. CUSTOMER may not copy or use the SOFTWARE except as set forth in this AGREEMENT. CUSTOMER may not remove any proprietary notices or labels on the SOFTWARE; any copies that CUSTOMER is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on and in the SOFTWARE. Notwithstanding the aforementioned, CUSTOMER may make copies as required by law.
6. LIMITATION ON REVERSE ENGINEERING. CUSTOMER agree not to modify, adapt, reverse engineer, decompile, or disassemble the SOFTWARE or otherwise attempt to discover the source code of the SOFTWARE or algorithms contained therein or create any derivative works from the SOFTWARE, except as expressly provided in this AGREEMENT.
7. PROPRIETARY RIGHTS. All intellectual property rights in the SOFTWARE are owned by BASLER or its suppliers and are protected by copyright laws and international copyright treaties. CUSTOMER shall not remove any product identification, copyright notices or proprietary restrictions from the SOFTWARE.
8. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASLER AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to CUSTOMER in its entirety.
9. LIMITATION OF LIABILITY.
9.1 BASLER SHALL SOLELY BE LIABLE, WITHOUT LIMTIATION, FOR ANY DAMAGES RESULTING FROM (i) INJURY, BODILY HARM OR LOSS OF LIFE DUE TO A NEGLIGENT OR INTENTIONAL BREACH OF DUTY BY BASLER OR BASLER’s REPRESENTATIVES, (ii) ANY VIOLIATION OF AN OBLIGATION WHICH IS ESSENTIAL FOR THE PURPOSE OF THIS AGREEMENT (Kardinalspflicht) AND/OR (iii) A GROSSLY NEGLIGENT OR INTENTIONAL BREACH OF THIS AGREEMENT BY BASLER OR BASLER’s REPRESENTATIVES.
9.2 BASLERS LIABILITY UNDER THE PRODUCT LIABILITY ACT (ProdHaftG) REMAINS UNAFFECTED.
9.3 IN ALL OTHER CASES THAN THE AFOREMENTIONED, BASLER SHALL NOT BE LIABLE FOR ANY DAMAGES (WETHER OR NOT SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF BASLER OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, UNLESS SUCH DAMAGES OCCUR AS A RESULT OF AN INTENTIONAL BREACH OF THIS AGREEMENT BY BASLER AND/OR ITS REPRESENTATIVES.
9.4 In cases of any breach of contract by BASLER, for which the liability of BASLER is not excluded under Section 9.3 above, BASLER’s liability shall be limited to the amount of damages foreseeable under and typical for the Agreement.
10. GOVERNING LAW AND JURISDICTION.
10.1 This AGREEMENT shall be considered to have been entered into and construed in accordance with the laws of Germany, excluding its provisions on the conflict of laws and the CISG rules. For all controversies between the parties or claims based on this AGREEMENT the District Court Hamburg shall have jurisdiction. Failure by either party to enforce any term of this AGREEMENT shall not be deemed to be a waiver of future enforcement of that term or any other term.
10.2 CUSTOMER agree that this AGREEMENT shall be enforceable in a court of equity and acknowledges that a breach by CUSTOMER of the terms of this AGREEMENT may not be adequately remedied by an award of damages and that BASLER shall therefore be entitled to injunctive or other equitable relief in the event of such breach. CUSTOMER further agree that the election by BASLER to seek equitable relief shall not preclude it from also seeking relief at law.
11. GENERAL.
11.1 This AGREEMENT is the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements and communications with respect to the subject matter. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
11.2 This AGREEMENT can only be modified by a written document signed by both parties.
11.3 If any provision of this AGREEMENT is held invalid, the offending clause will be deleted and replaced by a clause which is valid and comes as close as possible to the offended clause. In any case the invalidity of one or more clauses shall not affect the validity of the remaining clauses and the remainder of this AGREEMENT will continue in full force and effect.