Embedded Wizard License Agreement (EWLA)
Download
TARA Systems GmbH
Embedded Wizard License Agreement (EWLA)
Effective Date: 2025-11-18
This Embedded Wizard License Agreement ("Agreement" or "EWLA") is entered into between the legal entity identified as "Licensee" (or, as applicable, "Customer") in the applicable Order Form or License Certificate (the "Customer" or "Licensee") and TARA Systems GmbH, Gmunder Str. 53, 81379 Munich, Germany ("TARA").
By (i) signing or otherwise accepting an Order Form or License Certificate that references this Agreement (EWLA), or (ii) downloading, installing, copying, accessing or using any part of the Software (including Studio (in Licensed Mode or Unlicensed Mode), ChoraC or any Platform Package), the Customer (Licensee) agrees to be bound by this Agreement, the EWTC and the applicable Order Form or License Certificate. If the Customer (Licensee) does not agree to these terms, it may not download, install or use the Software.
This Agreement is intended exclusively for entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB), including public sector entities acting in a business capacity. It is not available to consumers within the meaning of Section 13 BGB, and consumer use is not authorized under this Agreement.
1. Definitions
In this Agreement:
1.1 "EWTC" means TARA's Embedded Wizard Terms and Conditions (EWTC)" - in their then-current version as referenced in the applicable License Certificate.
1.2 "Software" means, collectively, the following software components, however branded, including any Updates provided by TARA:
(a) Embedded Wizard Studio ("Studio");
(b) Embedded Wizard ChoraC and related build tools ("ChoraC"); and
(c) the Embedded Wizard Platform Packages
1.3 "Embedded Wizard Platform Package" or "Platform Package" means the Embedded Wizard runtime implementation for a specific Platform Triplet (a combination of (i) a chip family (MCU or MPU) or environment (such as Windows PC, Linux desktop or web browser), (ii) a graphics subsystem, and (iii) a framebuffer color format) as specified in the applicable License Certificate and described in the EWTC.
1.4 "Unit" means an embedded system in which a licensed Platform Package (or its Commercial Runtime) is embedded and which runs an Application, as further described in the EWTC and identified by the applicable platform triplet.
1.5 "Order Form" or "License Certificate" means any order confirmation, quotation acceptance, subscription confirmation, license certificate or similar document issued by TARA (or an authorized Merchant of Record) that refers to this Agreement and the EWTC and specifies for example the licensed Software, the scope of licenses, the license model, license term, the number of Seats, Units, and other license parameters.
1.6 "Royalty License" means a license model for a specific Platform Package where Customer's right to distribute Units is subject to ongoing reporting and payment obligations on a per-Unit or other royalty basis ("Royalty Basis"), as described in the EWTC and specified in the Order Form.
1.7 "Community Runtime" means the Embedded Wizard Community Runtime as defined in the Embedded Wizard Community License (EWCL), including any updates provided under the EWCL.
1.8 "Runtime Components" means those parts of the Platform Package that are intended to execute on a Unit and consist of source code or compiled libraries of a Platform Package. Runtime Components expressly exclude any Generated Code, project-specific Application code and any other Custom Software.
1.9 "Commercial Runtime" means the Runtime Components of a licensed Platform Package that are embedded into or otherwise deployed on Units and used under a Platform Package License pursuant to this Agreement, the EWTC and the applicable Order Form or License Certificate, and that are not Community Runtime licensed under the EWCL.
1.10 "Platform Package License" means Customer's license under this Agreement, the EWTC and the applicable License Certificate to use a specific Platform Package (including its Runtime Components) and to deploy Commercial Runtime on Units on a volume-based or royalty-based basis, subject to the limitations and parameters specified therein.
1.11 "Seat" means a named or concurrent user or build instance authorized to use Studio and/or ChoraC, as specified in the relevant Order Form and EWTC.
1.12 "Subscription Term" means the contractual term of a Subscription for Studio and/or ChoraC as defined in the EWTC and the applicable Order Form.
1.13 "Unlicensed Mode" means the mode of Studio where no valid license key is activated and Studio operates with functional and complexity limitations as documented by TARA.
1.14 "Licensed Mode" means the mode of Studio where a valid license key has been activated, operating within the scope of the purchased Seats, license model and other license parameters specified in the Order Form.
1.15 "EWSA" means TARA's Embedded Wizard Support Agreement referenced in the EWTC and Order Form, if Customer has purchased a Support Subscription.
1.16 "AI Services" and "AI Connector" have the meaning set out in Section 8.
1.17 "Application" means a software program, firmware or other solution developed by or for Customer using the Software that embeds, links to or otherwise uses the Commercial Runtime and is intended to run on one or more Units.
1.18 "Project" means a software development project created using Studio, including all GUI components, Chora code, assets, configurations and settings associated with that project.
1.19 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting securities or beneficial interest.
1.20 "Documentation" means the technical documentation, user guides, API references and other materials provided by TARA for the Software in electronic form.
Other capitalized terms have the meaning assigned to them in the EWTC or elsewhere in this Agreement.
2. Scope of this Agreement; Relationship with EWTC, EWCL and EWSA
2.1 Scope.
This Agreement sets out the intellectual property rights and license grants for Customer's commercial use of the Software. It applies worldwide, subject to applicable export control and sanctions laws, and governs Studio, ChoraC and Platform Packages as specified in the applicable Order Form.
2.2 EWTC as Commercial Framework.
The commercial terms for the Software - including without limitation pricing, taxes, payment, subscription mechanics, refunds, Updates and Upgrades, limitations of liability and data protection - are governed by the EWTC in the version referenced in the applicable Order Form.
In the event of any conflict between this Agreement and the EWTC regarding commercial and contractual framework conditions (including payment, refunds, support and liability caps), the EWTC prevail. This Agreement does not grant Customer any refund, payment or liability rights beyond those set out in the EWTC and applicable mandatory law.
In the event of any conflict between this Agreement and the applicable Order Form or License Certificate with respect to product-specific license parameters (including without limitation the number of Seats or Units, the licensed Platform Package, the applicable license model, term, volume and any redistribution scope), the Order Form or License Certificate prevails for those parameters.
2.3 Relationship with EWCL.
Certain Runtime Components of a Platform Package may be made available by TARA as Community Runtime under the EWCL. Where Customer uses Community Runtime solely under the EWCL without a Platform Package License for the relevant Platform Package, the EWCL exclusively governs Customer's rights and obligations with respect to such Community Runtime.
If Customer holds a Platform Package License for a Platform Package, then for the scope of use covered by that Platform Package License: (a) the terms of this Agreement, the EWTC and the applicable Order Form or License Certificate regarding Runtime Components and Commercial Runtime prevail over the EWCL; and (b) the EWCL continues to apply only to any additional use of Community Runtime that is outside the scope of the Platform Package License (for example, separate evaluation projects not covered by the commercial license).
2.4 Support Agreement (EWSA).
Any technical support services for Embedded Wizard are provided, if at all, under a separate Support Subscription governed by the EWSA and the EWTC. If there is any conflict between this Agreement and the EWSA regarding the scope, quality or availability of support services, the EWSA prevails; otherwise the EWTC govern.
2.5 Evaluation Use and Evaluation Agreements.
From time to time, TARA may make the Software, including fully functional versions of Studio in Licensed Mode and/or Platform Packages (with or without source code), available to Customer solely for testing, evaluation or proof-of-concept purposes under a separate evaluation, proof-of-concept or trial agreement between TARA and Customer ("Evaluation Agreement"). Any rights to use the Software under an Evaluation Agreement are separate from, and in addition to, the rights granted under this Agreement. In case of conflict between this Agreement and an Evaluation Agreement with respect to the use of the Software during the evaluation period, the Evaluation Agreement prevails. For the avoidance of doubt, the mere provision of the Software under an Evaluation Agreement does not itself constitute a grant of a commercial license under this Agreement or the EWTC. If, after or during an evaluation period, Customer decides to use the Software for production, commercial deployment or other non-evaluation purposes, Customer must obtain the corresponding commercial license under the EWTC and this Agreement. Any continued use of the Software beyond the scope or term of the Evaluation Agreement is subject to this Agreement and the EWTC.
3. Intellectual Property; Ownership of Custom Software
3.1 Software Licensed, Not Sold.
The Software is licensed, not sold. TARA and its licensors own and retain all intellectual property rights in and to the Software, including all copies, modifications and derivative works thereof, except as expressly granted in this Agreement, the EWTC or the EWCL. All rights not expressly granted in this Agreement or the EWTC are reserved.
3.2 Custom Software and Applications.
Subject to this Agreement, the EWTC, the EWCL (where applicable) and any third-party license terms, Customer retains all intellectual property rights in its own software, firmware, configurations, graphics, assets and other work results created by or for Customer using the Software (together, "Custom Software" and "Applications"). TARA claims no ownership of such Custom Software and Applications.
3.3 Generated Code and Compilation Artifacts.
3.3.1 Generated Code.
To the extent the Software generates source code, configuration files or project files specifically for Customer ("Generated Code"), and subject to Customer's compliance with this Agreement, the EWTC, the EWCL (where applicable) and any third-party license terms, Customer obtains all intellectual property rights in such Generated Code. TARA retains all rights in and to the Software itself, including any templates, generators, libraries and tools used to produce the Generated Code.
3.3.2 Compilation Artifacts.
Generated Code and any binaries, libraries or other artifacts compiled from such Generated Code ("Compilation Artifacts") are not deemed to be derivative works of the Software, provided that they do not contain substantial portions of the Software's source code. Any portions of the Software that are copied or embedded into Generated Code or Compilation Artifacts remain subject to the applicable license terms (including the EWCL where Community Runtime are used).
3.3.3 Open-Source and Third-Party Components.
Where Generated Code or Compilation Artifacts include or depend upon open-source or other third-party components, such components are licensed under their respective license terms, which prevail over this Agreement in case of conflict.
3.4 TARA Modifications and Custom Features.
3.4.1 Ownership.
If TARA creates any modifications, extensions or custom features to the Software for Customer (together, "TARA Modifications"), all intellectual property rights in such TARA Modifications remain with TARA, unless expressly agreed otherwise in a written agreement signed by TARA.
3.4.2 License to Customer.
Subject to payment of the agreed fees and Customer's ongoing compliance with this Agreement, the EWTC and the applicable Order Form, TARA grants Customer a license to use TARA Modifications under the same scope, term and license model as the underlying Software component to which such TARA Modifications relate, unless otherwise agreed in the Order Form.
3.4.3 Re-use by TARA.
TARA is free to re-use any ideas, concepts, know-how and generic features developed in the course of creating TARA Modifications for Customer for other customers and products, provided that TARA does not disclose Customer's Confidential Information as defined in the EWTC.
4. License Grants and Models
Subject to Customer's full compliance with this Agreement, the EWTC and the applicable Order Form, and payment of all applicable fees, TARA grants Customer the following licenses.
4.1 Studio (Unlicensed and Licensed Mode; Seat-Based)
4.1.1 Unlicensed Mode (Studio without activation).
Customer may install and use Studio in Unlicensed Mode without an activated license key, within the functional and complexity limitations described in the Documentation. Unlicensed Mode is intended for evaluation, prototyping, training and smaller commercial projects with a complexity cap that keeps projects at a moderate size.
"Complexity" is an internal metric used by Studio to reflect the size and richness of a Project. It may take into account, for example:
- the number and structure of components and classes (including methods, objects and properties);
- assets such as bitmaps, fonts and constants;
- project structure (such as units and languages); and
- the amount of Chora code (for example number of methods and code volume).
These and similar aspects are combined into a single complexity value. The precise calculation and thresholds may change over time and may differ between Studio versions. Customers can use these trade-offs (for example, fewer classes may permit more assets) within the published limitations.
When the complexity limit in Unlicensed Mode is reached, Studio may restrict further editing, code generation or build operations until Customer reduces complexity. Customer must not circumvent or attempt to circumvent complexity limitations or technical protection measures in Unlicensed Mode.
4.1.2 Licensed Mode (activation by perpetual or Subscription license).
Upon activation of a valid license key under a perpetual license or Subscription-based license purchased under an Order Form, and within the scope of the purchased Seats and other license parameters, Customer may use Studio in Licensed Mode. In Licensed Mode, the limitations of Unlicensed Mode no longer apply within the scope of the purchased Seats and other license parameters specified in the Order Form.
4.2 ChoraC / Build Environment
4.2.1 Grant.
During the applicable license term, TARA grants Customer a limited, non-exclusive, non-transferable right to install and use ChoraC and related build tools to generate code from Projects created with Studio and to build Applications for licensed Platform Packages, to the extent authorized in the Order Form.
4.2.2 Seat and CI Use.
Use of ChoraC is subject to the Seat limitations specified in the Order Form and EWTC. Customer may install ChoraC on developer workstations and on on-premise or cloud-based build servers, virtual machines or containers, provided that:
(a) the number of concurrent build instances that use ChoraC does not exceed the number of Seats licensed for such automated use; and
(b) ChoraC is only used for Customer's internal development and build processes and is not offered to third parties as a standalone service or "build farm".
Customer must ensure that build images, containers or virtual machines containing installed and activated copies of ChoraC are only used within Customer's organization and under Customer's control. Customer must not provide such images to third parties, except to subcontractors acting on Customer's behalf and subject to the same restrictions.
4.2.3 Term.
The duration of Customer's rights to use ChoraC follows from the EWTC and the Order Form (perpetual vs Subscription-based).
4.3 Platform Packages - Commercial Runtime (Volume-Based and Royalty-Based)
Customer purchases a license to a Platform Package under a Platform Package License. This license includes, as further described in this Section 4.3, the right to build Runtime Components from that Platform Package and to deploy them as Commercial Runtime on Units in accordance with this Agreement, the EWTC and the applicable License Certificate.
4.3.1 General Grant.
Where expressly specified in an Order Form or License Certificate, and as part of a Platform Package License for a specific Platform Package, TARA grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted in the EWTC), worldwide license to use that Platform Package to create Runtime Components and to integrate and distribute the Commercial Runtime (i.e. the Runtime Components of that Platform Package deployed on Units) solely as part of Customer's Applications, subject to the limitations, restrictions and other parameters set out in the applicable Order Form or License Certificate and the EWTC.
4.3.2 Volume Licenses.
For Volume licensing models, the number of Units in which the Commercial Runtime may be embedded is limited to the number of Units per year specified in the Order Form. Customer is responsible for tracking as described in the EWTC and must promptly true-up as set out in the EWTC and Order Form.
4.3.3 Royalty Licenses.
Where the applicable Order Form designates the Platform Package license as a Royalty License, the following applies:
(a) Customer is granted a limited, non-exclusive, non-transferable, worldwide right to embed and distribute the Commercial Runtime in Units, in return for ongoing royalty payments based on the Royalty Basis specified in the Order Form;
(b) unless expressly limited in the Order Form, the Royalty License remains valid for the duration specified in the EWTC and Order Form, subject to timely payment of royalties and fulfilment of reporting obligations; and
(c) the royalty rates, the Royalty Basis (including which Units are royalty-bearing) and reporting mechanisms result exclusively from the EWTC and the Order Form.
4.3.4 No Stand-Alone Distribution.
Customer may distribute the Commercial Runtime only as an integrated part of an Application running on a Unit and not as a stand-alone component, Software Development Kit (SDK), general-purpose graphics framework or comparable reusable library intended for use by third parties independently of Customer's Application. Any stand-alone distribution or licensing of the Commercial Runtime or Platform Package components (including any redistribution of Runtime Components in binary form to Customer's own customers) is only permitted to the extent expressly authorized in the applicable Order Form or License Certificate or in a separate written agreement with TARA and is subject to separately agreed commercial terms.
4.3.5 Licensee and Third-Party Contractors.
(a) The entity identified as Licensee in the applicable Order Form or License Certificate shall be the sole holder of the Platform Package License and the rights granted under this Agreement, irrespective of which third party places the order or pays the applicable fees.
(b) The Licensee may engage third-party contractors, design houses or system integrators to use the Software and to integrate the Commercial Runtime into Units solely on behalf of and for the account of the Licensee, provided that such third parties do not acquire any independent license rights in the Software or Commercial Runtime and act at all times under the control and responsibility of the Licensee.
(c) Where TARA agrees that a contractor, design house or other third party shall be the Licensee, the applicable Order Form or License Certificate shall clearly identify the scope of use (including, where applicable, the end customer(s) or project(s)) for which the Platform Package may be used. The Licensee's deployment and distribution rights for the Commercial Runtime are then limited to such scope, and no other party acquires license rights unless expressly stated in the Order Form or License Certificate.
(d) The Licensee may permit third-party manufacturing partners (such as contract manufacturers, EMS providers or OEM/ODM manufacturing partners) to reproduce and integrate the Commercial Runtime into Units solely on behalf of and for the account of the Licensee, provided that such partners do not acquire any independent license rights in the Commercial Runtime and that the Licensee remains responsible towards TARA for compliance with this Agreement, the EWTC and the applicable Order Form or License Certificate.
4.3.6 Reporting and Audit.
Customer's reporting obligations and/or TARA's audit and true-up rights in relation to Volume-based and Royalty-based licensing are governed by the EWTC.
4.4 Community Runtime
4.4.1 Use under EWCL.
Unless expressly converted to Commercial Runtime under a Platform Package License pursuant to Section 4.4.2, Community Runtime are licensed solely under the EWCL. The rights, restrictions, attribution requirements and any Application Source Code disclosure obligations relating to Community Runtime are determined exclusively by the EWCL.
4.4.2 Commercial Option.
If Customer wishes to distribute products without making the Community Runtime available in accordance with the EWCL (for example, to avoid Application Source Code disclosure obligations), Customer must obtain a Platform Package License for the relevant Platform Package under this Agreement. In that case, within the scope of the Platform Package License, the Commercial Runtime replaces the Community Runtime for the licensed Platform Package and Units, and the terms of this Agreement, the EWTC and the applicable Order Form or License Certificate prevail over the EWCL for that use.
4.5 Build Automation and Virtualization
4.5.1 Permitted Use in Automated Systems.
Customer may use the Software (in particular ChoraC and, where supported, headless parts of Studio) in automated build pipelines, continuous integration / continuous deployment (CI/CD) systems and similar automated environments, provided that such use is covered by sufficient Seats as described in the EWTC and the Order Form.
4.5.2 Counting of Seats and Build Instances.
For purposes of Seat counting in automated systems, a "Build Instance" means a single operating-system user account or containerized environment (such as a Docker environment) on a single physical or virtual machine that is running one or more build processes using ChoraC or other build components of the Software. Each Build Instance counts as one Seat, regardless of how many parallel build processes are executed within that same user account and environment on that machine. If the same machine runs multiple Build Instances (for example, different user accounts or separate Docker environments), each such Build Instance counts as a separate Seat. Machines, user accounts or environments that are not running any build process at a given time are not counted.
4.5.3 Prohibited "build-as-a-service".
Customer must not use the Software to provide external "build-as-a-service" or similar offerings to third parties, whether for a fee or free of charge, unless expressly agreed in a written agreement signed by TARA.
5. License Restrictions and Compliance
5.1 General Restrictions.
Unless expressly permitted by this Agreement, the EWTC, the EWCL or applicable mandatory law, Customer shall not, and shall not permit any third party to:
(a) copy the Software, except for a reasonable number of backup copies;
(b) modify, adapt, translate or create derivative works of the Software;
(c) reverse engineer, decompile or disassemble the Software, except to the extent applicable mandatory law (including, where applicable, Section 69e of the German Copyright Act (UrhG) and Article 6 of Directive 2009/24/EC) expressly permits such acts without contractual waiver and after Customer has requested the necessary interoperability information from TARA and TARA has not provided such information within a reasonable time;
(d) remove, obscure or alter any copyright, trademark or proprietary notices in or on the Software;
(e) rent, lease, lend, sell, sublicense or otherwise provide the Software to third parties, except as expressly permitted in Section 4.3 and under the EWCL;
(f) use the Software to provide a hosted service, SaaS or time-sharing service to third parties, unless expressly agreed in writing; or
(g) circumvent, remove or tamper with any license key, Seat management, activation or other technical protection measures in the Software.
5.2 Compliance and Audit.
Customer shall keep complete and accurate records sufficient to verify its compliance with this Agreement, the EWTC and the Order Form, including the number of Seats, Units and royalty-bearing distributions. TARA's audit and true-up rights are governed by the EWTC.
5.3 Benchmarks.
Customer may perform internal performance and benchmark tests of the Software for its own evaluation purposes. Customer shall not publish or otherwise disclose to third parties any benchmark or performance results relating to the Software without TARA's prior written consent, except where such disclosure is required by applicable law or a competent authority, in which case Customer shall give TARA reasonable prior notice (to the extent legally permissible).
6. Third-Party Components and Open-Source Software
6.1 Third-Party Components.
The Software may include or be provided together with third-party software, components, libraries or services ("Third-Party Components") that are not owned by TARA. Such Third-Party Components are subject to the applicable license terms and conditions of the respective third-party providers ("Third-Party Terms"), which may be provided with the Software, referenced in the Documentation, or made available via separate license files delivered with the Software. Customer's rights to use any Third-Party Components are governed solely by the applicable Third-Party Terms. To the extent this Agreement conflicts with any applicable Third-Party Terms, such Third-Party Terms prevail over this Agreement with respect to such components. TARA does not assume any warranty, support or other obligations for Third-Party Components beyond what is expressly set out in the EWTC.
In particular, certain versions of Studio and/or Platform Packages are delivered with fonts ("Third-Party Fonts") and incorporate a font rendering engine ("Font Engine") that are provided by third parties. TARA is not responsible for any such Third-Party Fonts or the Font Engine. Third-Party Fonts may be subject to separate license terms and conditions as set out in the file "FontLicenses.txt" delivered with the Software. To the extent that this Agreement conflicts with any such third-party font license terms, those third-party font license terms shall prevail with respect to the Third-Party Fonts.
The Font Engine includes components of the FreeType Project. Such components are licensed to Customer under the FreeType License (FTL), the current version of which is provided in the file "FTL.txt" delivered with the Software. To the extent that this Agreement conflicts with the FreeType License in respect of those components, the FreeType License shall prevail. Redistribution of the Software or any portion thereof in binary form that incorporates FreeType components may therefore require Customer to include in its documentation a notice that the software is based in part on the work of the FreeType Team, as further described in "FTL.TXT". Portions of this software are based in part on the work of the FreeType Project (https://freetype.org).
6.2 Open-Source Software.
Open-source components included in or required by the Software are licensed under the applicable open-source license terms ("Open-Source Licenses") identified in the Documentation or in separate license files delivered with the Software. Customer's rights and obligations with respect to such open-source components are exclusively governed by the applicable Open-Source Licenses. To the extent this Agreement conflicts with any Open-Source License, the Open-Source License shall prevail with respect to the corresponding open-source component. Nothing in this Agreement is intended to limit Customer's rights under any Open-Source License. Additional provisions on open-source software and Customer's obligations in this regard may be set out in the EWTC.
6.3 Community Runtime.
Community Runtime are licensed exclusively under the EWCL as set out in Sections 2.3 and 4.4. This Agreement does not grant any rights to use Community Runtime under commercial terms; such rights are governed solely by the EWCL.
7. Data Protection and Online Communication
7.1 General.
The processing of personal data in connection with the use of the Studio and ChoraC, including any online services, account portals or subscription management portals, is described in the EWTC and in TARA's Embedded Wizard Privacy Policy ("EWPP") as referenced in the EWTC. In case of any discrepancy between this Agreement and the EWTC or such privacy notices regarding data protection, the EWTC and the EWPP prevail. Where TARA provides additional support or remote access services involving the processing of personal data on behalf of the Customer, such processing is subject to the Embedded Wizard Data Processing Agreement ("EWDA") concluded between the Parties.
7.2 License Validation and Telemetry.
Studio and ChoraC may communicate with TARA's systems or with systems of an authorized Merchant of Record in order to validate license keys, check Subscription status, download Updates and provide usage and error information, as described in the privacy notices. Without such communication, Licensed Mode may not be available or may be limited. Customer is responsible for informing its personnel about such processing and for ensuring that it has a valid legal basis under applicable data protection laws.
7.3 Availability of Online License Management System.
TARA will use commercially reasonable efforts to achieve an annual average network availability of its online license management system of 99.5% at TARA's data centers, to enable the necessary license verification of Studio and ChoraC. This availability commitment:
(a) excludes periods of scheduled maintenance (of which TARA will provide advance notice where reasonably practicable); and
(b) excludes downtime or service degradation caused by Customer's network, internet connectivity, VPNs, firewalls or other infrastructure outside TARA's reasonable control, as well as events of force majeure as described in the EWTC.
This Section 7.3 does not constitute a separate service level agreement.
8. Third-Party AI Services and AI Connector
8.1 AI Connector.
Certain versions of Studio may include optional features that allow Customer to connect to third-party generative AI services ("AI Services") via an integration layer ("AI Connector"). The AI Connector merely facilitates communication between Studio and the AI Services and does not provide any AI inferences or training itself.
8.2 Separate Contract with AI Provider.
Use of any AI Service is subject to a separate contract between Customer and the provider of the AI Service. TARA is not a party to, and has no responsibility for, such contract. Customer is solely responsible for selecting, enabling, configuring and paying for any AI Services it uses.
8.3 Input and Output Data.
Customer is solely responsible for the prompts, data and other content it submits to AI Services ("AI Input") and for any content returned by AI Services ("AI Output"), including any use of AI Output in Applications or other work products. Customer shall ensure that AI Input and AI Output, and Customer's use of them, comply with applicable law, industry standards, the AI provider's policies and the contractual terms agreed with the AI provider.
8.4 No Review; No Warranties for AI Output.
TARA does not review, verify or moderate AI Input or AI Output and has no obligation to do so. AI Output is generated by third-party AI models and may be inaccurate, incomplete, biased or inappropriate. TARA makes no warranties or representations of any kind with respect to AI Output.
8.5 Restrictions and Responsible Use.
Customer must not use the AI Connector to submit personal data or special categories of data to AI Services unless Customer has ensured appropriate safeguards and a valid legal basis. Customer must not use AI Services in a way that violates applicable law, infringes third-party rights or breaches the AI provider's acceptable use policies.
9. Updates, Upgrades and End-of-Life; Beta and Pre-Release Software
9.1 Updates, Upgrades and End-of-Life.
Customer's entitlement to Updates, Upgrades and information on End-of-Life of the Software (including the duration of support for specific versions) is governed by the EWTC (in particular Section 11) and, where applicable, the Order Form.
9.2 Beta, Pre-Release and Evaluation Software.
From time to time, TARA may, at its discretion, make beta, pre-release, preview, alpha, early access or other evaluation versions of the Software ("Beta Software") available to Customer for testing and evaluation purposes. Beta Software will be clearly designated as such (for example, by being labeled "Beta," "Preview," "Alpha," "Early Access," or similar).
In addition to all other terms of this Agreement, the following conditions apply to Beta Software:
(a) Beta Software is provided "AS IS" and "AS AVAILABLE," without any warranties or representations of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law and subject to the EWTC;
(b) Beta Software may contain bugs, defects, errors, incomplete features, and security vulnerabilities, and may malfunction or be incomplete;
(c) Beta Software is not designed, tested or intended for use in production environments and must not be relied upon for production use;
(d) TARA may modify, suspend or discontinue providing any Beta Software at any time, with or without notice;
(e) use of Beta Software may lead to loss, corruption or inaccessibility of data, projects, configurations or other outputs; Customer is solely responsible for appropriate backups and redundancy;
(f) Customer shall not use Beta Software in any safety-critical, mission-critical or other high-risk environments, including without limitation in medical, aviation, automotive safety, or industrial safety systems, where a failure of the Software could reasonably be expected to result in personal injury, death or severe property or environmental damage;
(g) Customer shall not distribute, deploy or ship any end products or other deliverables to end users that contain or depend on Beta Software, unless expressly agreed in writing by TARA in a separate agreement; and
(h) unless expressly agreed otherwise in writing, Beta Software is not covered by any support, service levels or availability commitments under any Support Subscription, the EWSA, or other support terms, and TARA has no obligation to provide Updates, bug fixes or workarounds for Beta Software.
Customer may, but is not obligated to, provide feedback, suggestions, bug reports, test results, or other input regarding the Beta Software ("Feedback"). To the extent permitted by applicable law:
(i) all Feedback is deemed non-confidential and non-proprietary to Customer, regardless of any contrary marking or designation;
(j) Customer grants TARA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, copy, modify, distribute, make available and otherwise exploit such Feedback for any purpose related to TARA's products and services, without any obligation to compensate Customer;
(k) Customer waives, and agrees not to assert, any moral rights or similar rights in Feedback, to the extent legally permissible; and
(l) nothing in this Section 9.2 limits any broader rights TARA may have in relation to feedback or suggestions under other provisions of this Agreement or the EWTC.
If and when TARA makes a generally available, production version of Software that corresponds to or succeeds a Beta Software release ("GA Version"):
(m) Customer must not continue to use the Beta Software in production environments once a GA Version is reasonably available for deployment and shall migrate to the GA Version within a reasonable transition period;
(n) TARA may technically disable or time-limit Beta Software so that it ceases to operate after a defined period or after the GA Version is made available; and
(o) the licensing and commercial terms for any GA Version (including any required license fees or Subscription fees) are governed exclusively by the EWTC, the applicable Order Form and this Agreement; this Agreement does not entitle Customer to receive a GA Version free of charge.
Any use of Beta Software is at Customer's sole risk. To the maximum extent permitted by applicable law and subject to the liability regime and mandatory limitations in the EWTC:
(p) TARA assumes no liability for any loss, damage, costs or expenses arising out of or relating to the use or inability to use Beta Software, including any loss or corruption of data, loss of use, downtime, loss of profits, loss of business, or other indirect or consequential damages; and
(q) for the avoidance of doubt, any liability of TARA in connection with Beta Software is subject to, and limited by, the applicable exclusions, caps and carve-outs set forth in the EWTC. No additional warranties, indemnities or remedies apply to Beta Software beyond those expressly mandated by applicable law.
10. Support
10.1 No Included Support.
This Agreement does not include any obligation by TARA to provide technical support, consulting or training services.
10.2 Support Subscription (optional).
A Support Subscription is an optional, separately chargeable service and does not form part of the License granted under this Agreement. Technical support services for Embedded Wizard are not included in the license fees. If Customer chooses to purchase a Support Subscription, the scope, service levels, response times and other conditions of such Support Subscription are governed exclusively by the EWSA and the EWTC. The existence, renewal or termination of a Support Subscription does not affect the continued validity of the License granted under this Agreement, unless expressly stated otherwise in the EWTC or the applicable Order Form.
11. Warranties and Liability
11.1 Incorporation of EWTC.
Warranties, statutory defect rights and limitations of liability in relation to the Software are governed by the EWTC, in particular Sections 12 (Defect Rights for Software) and 14 (Liability), and applicable mandatory law. This Agreement does not limit Customer's statutory rights beyond what is permitted under the EWTC and applicable law.
11.2 Summary (non-binding).
For convenience only and without modifying the EWTC, the parties note that:
(a) TARA is generally liable without limitation in cases of intent, gross negligence, personal injury and under the German Product Liability Act, as described in the EWTC;
(b) in cases of simple negligence, TARA's liability is typically limited to the foreseeable, typical damage and subject to an overall cap as described in the EWTC; and
(c) certain indirect or consequential damages may be excluded to the extent permitted by law, as described in the EWTC.
In case of any conflict or inconsistency between this Section 11.2 and the EWTC, the EWTC prevail.
11.3 No Additional Warranties.
Except as expressly set out in the EWTC and this Agreement, the Software is provided "as is" and TARA makes no additional warranties or representations of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
11.4 AI Output.
Without limiting the generality of Section 11.3, TARA provides no warranties and assumes no liability for AI Output generated by third-party AI Services, even if accessed through the AI Connector. Customer uses AI Services and AI Output at its own risk.
11.5 Safety-Critical Applications.
The Software has not been designed or certified for use in safety-critical applications or systems where a failure of the Software could reasonably be expected to result in death, personal injury, or severe physical or environmental damage (collectively, "Safety-Critical Applications"). Without limiting the foregoing, the Software has not been developed or certified in accordance with standards such as IEC 61508, ISO 26262, DO-178C, IEC 62304 or comparable sector-specific safety standards.
If Customer chooses to deploy the Software in Safety-Critical Applications, Customer shall be solely responsible for ensuring an adequate safety concept and system architecture. In particular, Customer shall perform appropriate system-level safety considerations and implement suitable safety mechanisms, redundancies, monitoring and mitigation measures in the overall system to achieve the required safety integrity level for Customer's intended use, in addition to Customer's obligations under Section 11.6.
TARA does not assume any obligation under this Agreement to design, test, certify or document the Software for Safety-Critical Applications. Any additional information, artifacts or services that TARA may provide to support the use of the Software in Safety-Critical Applications (for example, safety manuals, safety analyses or similar materials) will only be provided under separate written terms, such as a commercial license, addendum or service agreement.
Customer acknowledges that the use of the Software in Safety-Critical Applications inherently involves elevated risk. Customer remains solely responsible for determining whether the Software is suitable for Customer's intended use in such Safety-Critical Applications and for complying with all applicable statutory, regulatory and industry-specific requirements for those Applications.
11.6 Regulatory Compliance.
In safety-related or regulated industries (including without limitation automotive, rail, medical, aerospace, industrial control or similar sectors), and without prejudice to Section 11.5, Customer is solely responsible for determining how to classify the Software within Customer's regulatory framework (for example, as Software of Unknown Provenance (SOUP), Off-the-Shelf (OTS) software or any comparable concept), and for performing all analyses, verification and validation activities, documentation and conformity assessments required under applicable laws, regulations and standards.
TARA does not provide, under this Agreement, any safety manuals, certification artefacts, hazard analyses, safety cases or similar regulatory documentation for the Software. If TARA offers such materials, this will be under separate written terms, such as a commercial license, addendum or service agreement. Nothing in this Agreement may be construed as a representation or warranty that the Software, by itself, satisfies any particular regulatory, safety or certification requirements.
11.7 Real-Time Performance.
TARA makes no representations or warranties regarding the real-time performance characteristics of the Software, including execution timing, determinism, interrupt latency, memory allocation patterns, stack usage or avoidance of priority inversion. Customer is solely responsible for analyzing and validating whether the Software meets any timing or real-time requirements of Customer's Applications and hardware platforms.
12. Term and Termination; Effect on Licenses
12.1 Term and Termination.
The term of Customer's Subscription-based and perpetual licenses, as well as the termination rights of both parties (including for cause) and the consequences of termination, are governed by the EWTC and the applicable Order Form.
Without prejudice to any termination rights under the EWTC, and except in cases of (i) non-payment of amounts due or (ii) actual or alleged infringement, misuse or other violation by Customer of TARA's intellectual property rights, TARA shall, before terminating this Agreement for Customer's material breach, provide Customer with written notice specifying the breach and allow Customer thirty (30) days to cure such breach. If the breach is not cured within that period, TARA may terminate this Agreement for cause with immediate effect.
12.2 Effect of Termination - Studio and ChoraC.
Upon expiry or termination of the relevant Subscription or perpetual license for Studio and/or ChoraC (including for non-payment or for cause), Customer's right to use the affected components in Licensed Mode ends. Customer must cease using the affected components, uninstall or deactivate license keys and ensure that no further build activities are performed using deactivated license keys. Customer may retain one archival copy of Projects and Generated Code solely for documentation and regulatory purposes, without any right to continue development or distribution based on such archival copies.
12.3 Effect of Termination - Platform Package.
The duration and termination of Royalty Licenses and other Platform Package Licenses, and Customer's right to continue distributing Units after termination or expiry, are governed by the EWTC and the applicable Order Form. Unless otherwise agreed in the Order Form, Customer may continue to distribute Units that were lawfully manufactured and completed before termination, provided that all applicable fees and royalties have been paid and Customer continues to comply with the surviving provisions of this Agreement, the EWTC and the EWCL (for any Community Runtime in use). Any continued use of Community Runtime is governed by the EWCL.
12.4 Survival.
Sections 2, 3, 5, 6, 7, 8, 11, 12.3, 13, 14 and 15 survive termination of this Agreement. In addition, any payment obligations, confidentiality obligations and audit rights survive for the periods specified in the EWTC.
13. Export Control and Sanctions
Customer's export control and sanctions obligations in connection with the Software are governed by the EWTC (in particular Section 16). In addition, Customer shall comply with all applicable export control and sanctions laws and regulations of the European Union, Germany, the United States and any other relevant jurisdiction when using, exporting, re-exporting or transferring the Software and Units that contain the Software. TARA may suspend or terminate licenses and services to the extent necessary to comply with such laws and regulations.
14. Governing Law
14.1 Governing Law and Venue.
This Agreement is governed by the laws of Germany, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts of Munich, Germany, have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, subject to any overriding mandatory jurisdiction rules.
14.2 Dispute Resolution.
Before initiating litigation, the parties agree to attempt resolution through good-faith negotiation involving senior executives. If such negotiation does not resolve the dispute within thirty (30) days, either party may pursue litigation in accordance with Section 14.1.
15. Miscellaneous
15.1 Entire Agreement.
This Agreement, together with the EWTC, the EWCL, the EWSA, if applicable and the Order Form, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and representations, whether written or oral, relating to the same subject matter, except where expressly stated otherwise in a written agreement signed by both parties.
15.2 Amendments.
TARA may update this Agreement for future versions of the Software or for new Orders. The version of this Agreement referenced in the applicable Order Form applies to the corresponding licenses. Changes to this Agreement for an ongoing license term require Customer's express acceptance, except where the change is purely editorial or required by law and does not materially affect Customer's rights or obligations.
15.3 Severability.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. The invalid or unenforceable provision shall be deemed replaced by a valid provision that comes closest to its economic intent.
15.4 No Waiver.
Failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision. Any waiver must be in writing and is effective only for the specific instance and purpose for which it is given.
15.5 Assignment.
Customer may not assign this Agreement or any rights or obligations hereunder without TARA's prior written consent. Any attempted assignment in violation of this Section 15.5 is void. TARA may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets relating to this Agreement.
15.6 Notices.
Formal notices under this Agreement shall be in text form at a minimum and may be delivered by registered mail, courier service or email. Notices to TARA shall be sent to the contact address indicated in the EWTC or on TARA's website (for example, in the imprint or legal notices section). Notices to Customer may be sent to the postal or email address specified in the Order Form or otherwise notified by Customer. Notices are deemed received when actually received or, in the case of email, when sent without receiving a delivery failure notification.
15.7 Online Resources.
Certain documents referenced in this Agreement - including the EWTC, the EWCL, the EWSA, privacy notices and current product documentation - are made available on TARA's or Embedded Wizard's websites. TARA may update such online documents from time to time. In case of conflict between such online documents and this Agreement or the EWTC, this Agreement and the EWTC prevail, unless the online document expressly states that it modifies or supersedes specific provisions with Customer's consent.
END OF AGREEMENT