Embedded Wizard - End User License Agreement
Last Updated: October 24, 2022

This End User License Agreement ("EULA") forms a binding contract between you (either as an individual person or as a single entity) and TARA Systems GmbH, a German company located at Gmunder Str. 53, 81379 Munich, Germany ("TARA"). This EULA governs your use of the following software components, however branded, and including any update or upgrade thereto ("Software"):
(i) Embedded Wizard Studio ("Studio"),
(ii) Embedded Wizard Platform Package for Embedded Wizard Studio (i.e. source code generators and resource converters) ("Code Generator") and
(iii) Embedded Wizard Platform Package for dedicated target platforms (i.e. runtime environment and graphics engine executed on the target platform) ("Platform Software").

Terms & Conditions

1. This is a contract. This EULA constitutes a contract between you and TARA. You may not use the Software if you do not accept the terms in this EULA. By downloading, copying, installing and/or using the Software, you agree to be bound by all the terms and conditions set forth in this EULA.

2. You are only granted a limited license to use the Software. Subject to the terms and conditions of this EULA, TARA hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, perpetual license to use the Software. You may only use the Software as expressly authorized in this EULA, whereas both the Code Generator as well as the Platform Software are licensed according to your INDIVIDUAL license parameters as stated within your license certificate (e.g. color format, allowed number of units/year produced using the Software, redistribution, sub-licensing, etc.) and that a parallel use of a Studio license, independent of the version used, across developer seats must not exceed the maximum number of allowed concurrent developer seats of that license. You may use and deploy the source code developed by the Studio and generated by the Code Generator alongside with the Platform Software to create your custom software ("Custom Software") according to your individual license parameters for your purposes (subject to the exclusions in this EULA) to include but not limited to use and integrate within your products and the right to offer for sale, to sell or have been sold, to distribute or have been distributed to third parties your products containing the Custom Software.

3. You must respect our rights in the Software. Unless expressly permitted by this EULA, by an individual agreement or by law, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software. You may not remove, obscure, or alter any copyright notice or other proprietary rights notices affixed to or contained within the Software. You may not separate components of the Software for use within different environments or sub-license, lease, rent, loan, transfer, or distribute the Software or parts of it to any third party. You may not permit, direct, or authorize any third party to take any action with respect to the Software which is inconsistent with the terms set forth in this EULA.

4. The Software contains our valuable intellectual property. You acknowledge and agree that the Software, including its sequence, structure, organization, source code and applicable documentation, contains valuable trade secrets and other intellectual property of TARA. The Software is licensed and not sold to you, and no title or ownership to such Software or the intellectual property rights embodied therein is granted to you. The Software is the exclusive property of TARA, and all rights in and to the Software not expressly granted to you in this Agreement are reserved. Nothing in this EULA will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of TARA, except to the extent necessary for you to use the Software as expressly permitted under this EULA. You acknowledge and agree that any actual or threatened breach of this EULA will constitute immediate, irreparable harm to TARA.

5. Fonts and a Font Rendering Engine from third parties are delivered along with the Studio. The Studio is delivered along with certain fonts ("Third Party Fonts") and incorporates a font rendering engine ("Engine") which are provided by third parties. TARA shall not be responsible for any such Third Party Fonts and Engine. Third Party Fonts may be subject to separate license terms and conditions as defined within FontLicenses.txt. The terms set forth in this EULA do not apply to Third Party Fonts to the extent they are inconsistent with such Third Party Font licenses. The incorporated Engine is copyright © 2021 The FreeType Project (www.freetype.org).

6. Your license to use the Software terminates if you materially breach this EULA. If a material breach of this License occurs then TARA shall without delay provide you with written notice that you are in material breach of the license and giving you thirty (30) business days to cure such breach. Failure to cure such material breach shall result in termination of the License. This EULA will commence upon your installation of the Software and continue in perpetuity unless terminated earlier as provided herein. This EULA will immediately terminate upon your uncured material breach of any of the terms or conditions set forth herein. Upon the termination of the EULA, you will discontinue all future use of the Software, promptly destroy or have destroyed the Software and any copies thereof, and, upon request by TARA, certify in writing that such destruction has taken place. These remedies are cumulative and in addition to any other remedies which may be available. Your Custom Software, already made and any future deployments for three (3) months of such are not affected by these remedies. Section 1, as well as Sections 3 through 11 of this EULA shall survive termination. Any products manufactured by you prior to the date of termination shall be allowed to continue using the Custom Software on a perpetual basis provided that the Custom Software incorporated into the product is not subject to an uncured material breach of clause 3.

7. The Software is provided with limited warranties. TARA WARRANTS THAT THE SOFTWARE, AS UPDATED AND WHEN PROPERLY USED, WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION, AND THE SOFTWARE MEDIA WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP, FOR A PERIOD OF SIX (6) MONTHS FROM THE DATE OF RECEIPT. WE UNDERTAKE TO MAKE ECONOMICALLY REASONABLE EFFORTS TO ACHIEVE AN ANNUAL AVERAGE NETWORK AVAILABILITY OF OUR ONLINE LICENSE MANAGEMENT SYSTEM OF 99.5% AT OUR DATA CENTERS FOR THE NECESSARY LICENSE VERIFICATION OF THE STUDIO. ANY IMPLIED WARRANTIES ON THE SOFTWARE ARE LIMITED TO SIX (6) MONTHS. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TARA. TARA WOULD NOT PROVIDE THE SOFTWARE ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF TARA'S CUSTOMERS OR SUPPLIERS UNDER OR BY VIRTUE OF THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOFTWARE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE.

8. TARA is not liable for any damages you may incur. IN NO EVENT SHALL TARA, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS OR CUSTOMERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, IPR INDEMNITY OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF TARA ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID TO TARA IN RESPECT OF THE SOFTWARE GIVING RISE TO THE CLAIM FOR THE PAST TWO (2) YEARS OR, IF NO FEES WERE PAID, THEN ONE HUNDRED EUROS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TARA. TARA WOULD NOT PROVIDE THE SOFTWARE TO YOU ABSENT SUCH LIMITATION.

9. This contract is based on German law. This EULA will be governed by the laws of Germany without giving effect to any conflicts of law principles that may require the application of the laws of a different country. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All actions or proceedings arising under or related to this Agreement must be brought in the Munich City Court, and you hereby agree to irrevocably submit to the exclusive jurisdiction and venue of any such court in all such actions or proceedings. Notwithstanding this, you agree that TARA shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. If any provision of this EULA is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this EULA shall not be affected or impaired thereby.

10. Privacy Policy. In order to ensure that you have installed the latest release of the Software, the Software may check online if there's a new release available. To perform and optimize the Studio's built-in search functionalities to Embedded Wizard's online documentation as well as to provide you with news in the context of Embedded Wizard, also information reflecting your installation (like the used version of the Software) are transmitted to our servers. The usage of the Studio requires that the provided license key is validated. Therefore additional data (i.e. used version, computed identifiers related to your installation and license as well as your optional provided user information) is transmitted to and saved on our servers. To provide you with these foregoing services it is required that our servers log such transmitted data whereas also the related IP addresses are stored to ensure a proper fraud detection mechanism. Further information about our privacy policy can be found at "http://www.embedded-wizard.de/privacy-policy".

11. TARA may modify and update the terms of this EULA. TARA shall not revoke the perpetual license or impose any materially unreasonable conditions in conflict with this EULA. The current version of this EULA is posted at "http://www.embedded-wizard.de/eula/License.txt". It is your responsibility to remain informed of any changes as you are bound by the latest version of the EULA.

12. General. You will comply with all applicable laws and regulations in your activities with regard to the Software. You will not export or re-export the Software in violation of such laws or regulations or without all required licenses and authorizations. You may not assign or transfer this contract without obtaining TARA's prior written consent, and any purported assignment or transfer in violation of this restriction will be null and void.

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