End User License Agreement
baseVISION AG – End User License Agreement for Syntaro, 19th March 201
This contract grants you the right to install, to load, to host and to use the Syntaro software. This contract is expressly valid both for software licenses subject to a charge (incl. subscription) and for freeware / demo / trial versions of software licenses, which are free of cost.
Parts of the software licenses under this contract are subject to third party licenses. All rights reserved.
NOTICE TO ALL USERS: PLEASE READ CAREFULLY THROUGH THE FOLLOWING LEGALLY VALID CONTRACT (‘AGREEMENT’). THIS AGREEMENT IS A LEGALLY VALID, BINDING AND ENFORCEABLE CONTRACT BETWEEN YOURSELF AND BASEVISION (‘BASEVISION’) REGARDING ANY USE WHATSOEVER OF ALL BASEVISION SOFTWARE (‘SOFTWARE’). BY INSTALLING THE SOFTWARE OR USING THE ONLINE SERVICE YOU DECLARE THAT YOU (WHETHER A NATURAL OR LEGAL PERSON) CONSENT TO BE BOUND BY THIS AGREEMENT AND TO BEING A PARTY TO THE CONTRACT WITH BASEVISION. IF YOU ARE NOT IN AGREEMENT WITH ALL THE PROVISIONS OF THIS AGREEMENT, YOU MUST NOT INSTALL OR USE THE SOFTWARE.
1. Licensing. Provided that you have paid the appropriate licensing, fees and comply with the provisions of this Agreement, baseVISION shall grant you the non-exclusive, non-transferable right of use of one copy of the specified version of the software purchased by you and any accompanying media, printed material, documentation in online or electronic format and Internet-based services (hereinafter generally referred to as ‘Software’).
2. Use. The use of the products is regulated in this End User Licensing Agreement and in the maintenance contract (only paid versions) and the licensing letter (only paid versions) and you are therefore legally bound by the contract. Therefore, ensure that you also read the documents attached to your invoice. These documents form an integral part of this Agreement.
3. Term. This Agreement shall remain in force until it is dissolved. You can dissolve it at any time by destroying the Software together with all copies. Furthermore, baseVISION is entitled to dissolve this Agreement, if you breach any provision of this Agreement. You declare that you agree that, if the Agreement is dissolved in such a manner, you shall without delay destroy the software and the documentation, together with all and any copies you have made of them.
4. Updates. baseVISION shall update the content of the Software at pre-determined intervals. If you have purchased the right to do so, you may download such revised versions, upgrades and updates, as soon as they are made available by baseVISION on their website or via other online services. You agree that the provisions of the Agreement (or a subsequent version of it) shall also be valid for all updated versions of the Software.
5. Property rights. The Software is protected by international laws of copyright and conventions. baseVISION and its distributors hold all property rights and rights of use in the Software, including all patents, trade secrets and brand names or other property rights contained therein. Your possession, installation or use of the Software shall not transfer to you any property rights whatsoever in the Software and you shall obtain only the rights, which are expressly specified in this Agreement. All copies of the Software made in connection with this Agreement must be provided with the same notices as to ownership, as are included on and in the Software.
6. Restrictions. You may not pass on, rent out, lease out or sell on the Software and you may not transfer to third parties any rights granted under this Agreement. You are not entitled to reverse engineer, decompile, hack, translate or dis-assemble the Software (unless this limitation is expressly forbidden by applicable law). You may not modify the Software either in whole or in part, nor may you generate derivatives from it. You are entitled to copy the Software exclusively for the purposes specified in Section 1. You may not remove any proprietary notices from the Software. In addition, you must ensure that none of the actions specified in this Section 6 are carried out by third parties. baseVISION reserves all rights, including those not expressly specified herein.
7. Warranty and exclusion clause.
a. Restricted warranty. For a period of sixty (60) days from date of purchase, baseVISION warrants that all applicable data storage devices (e.g. CDs), on which the Software is supplied, shall be free from material and processing defects.
b. Claims by the customer. The joint and several liability of baseVISION or its distributors and your sole claim arising from this warranty consists at the sole discretion of baseVISION (1.) in the reimbursement of the purchase price paid for the licence (if applicable) or (2.) in the replacement of the defective data storage device with the Software. You must return the defective data storage device, together with a copy of the invoice at your own costs to baseVISION. This restricted warranty shall not apply, if the data storage device has been damaged through accident, misuse or incorrect use. The remainder of the warranty term shall apply to the replacement data storage device. This claim shall not apply up to the extent, to which baseVISION is subject to the restrictions of export control laws and regulations.
c. Caveat emptor. OR WITH OPERATING SYSTEMS, FOR OTHER FAULTS OR FOR THE NON-FULFILLMENT OF YOUR REQUIREMETHE SOFTWARE IS SUPPLIED ON AN AS IS BASIS AND WITHOUT ANY GUARANTEE WHATSOEVER. TO THE FULLEST EXTENT OF THE APPLICABLE SWISS LAW BASEVISION EXCLUDES ANY EXPRESS OR IMPLIED WARRANTY WHATSOEVER, INCLUDING, HOWEVER NOT LIMITED TO, THE TACIT WARRANTY OF QUALITY USUAL IN THE TRADE, ELEGIBILITY FOR A STATED PURPOSE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. YOU HEREBY AGREE THAT YOU ARE RESPONSIBLE FOR SELECTING SOFTWARE TO ACHIEVE THE INTENDED PURPOSES AND FOR THE INSTALLATION, USE AND EXECUTION RESULTS OF THE SOFTWARE. WITHOUT LIMITATION TO THE FOREGOING PROVISIONS BASEVISION GUARANTEES NEITHER THAT THE SOFTWARE IS FREE FROM ERRORS NOR THAT IT IS INTERRUPTION-FREE AND EXCLUDES ANY LIABILITY WHATSOEVER FOR PROBLEMS CONCERNING COMPATIBIILITY WITH OTHER SOFTWARE PACKAGES NTS, AND IRRESPECTIVE OF WHETHER THIS HAS BEEN EXPRESSLY GRANTED OR NOT.
d. Limitation of liability. BASEVISION AND ITS DISTRIBUTORS HEREBY EXCLUDE ANY LIABILITY WHATSOEVER TOWRDS YOU OR TOWARDS THIRD PARTIES (WHETHER NATURAL OR LEGAL PERSONS) FOR INDIRECT OR SPECIAL DAMAGES, FOR COMPENSATION FOR DAMAGES AND FOR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING, HOWEVER NOT LIMITED TO, DAMAGES CAUSED BY THE LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER LOSSES. THIS SHALL APPLY IRRESPECTIVE OF WHETHER THE DAMAGE HAS BEEN CAUSED BY A TORT, A BREACH OF CONTRACT OR IN ANY OTHER WAY. BASEVISION’S TOTAL LIABILITY FOR ALL DAMAGES SHALL BE LIMITED TO BASEVISIONS LIST PRICE FOR A LICENCE FOR THE SOFTWARE, NAMELY ALSO, WHERE BASEVISION HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT EXTEND TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT THE APPLICABLE LAW PROHIBITS SUCH LIMITATIONS. The foregoing provisions shall apply to the maximum extent permitted by the applicable law.
8. High-risk Activities. The Software is not fault tolerant and has not been developed or designed for use in hazardous environments, in which failure-free operation is required, as for instance in nuclear technical installations, aircraft navigation or communication systems, in flight safety, in weapons systems, direct life-support machines or other applications, in which a software failure would lead to death, personal injury or serious damage to property or to the environment (collectively ‘High-risk Activities’). baseVISION hereby excludes any express or implied warranty for the eligibility of the Software for High-risk Activities.
9. Miscellaneous. This Agreement shall be governed by the law of Switzerland, irrespective of the provisions of international private law. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. This contract defines all the rights of the User of the Software and forms the mutual agreement between the parties to the contract. This contract has priority over all other agreements with respect to the Software and the documentation. This contract may be amended only by a written addition by baseVISION. The provisions of this contract may be abrogated only by a written, signed statement of waiver by baseVISION. In the event that any provision of this contract is declared to be void, the remaining provisions shall be deemed to remain effective. The provision declared void shall be retained to the greatest possible extent, to which it is consistent in law with the intended purpose and in conformity with the character of this contract. The parties declare that they are in agreement that this contract shall be published solely in English and German. None of the provisions in this Section 9 can be construed to the effect that you are obliged to disclose confidential or private information to third parties.
10. Your declarations and covenants. You declare and affirm that you are entitled to conclude this contract and that you shall comply with its provisions. Furthermore, you declare and affirm that you shall comply with all obligations arising from this contract and with all applicable laws, provisions and directives concerning the Software. You agree that you accept full and unlimited liability for any use whatsoever, which is contrary to this contract and irrespective of whether this is prescribed by law or directly or indirectly caused by you. You declare that you agree to discharge baseVISION and to hold baseVISION harmless from all claims for liability, which result from your breach of this contract or your failure to observe the applicable laws, provisions and directives or which arise in conjunction with the said breach or failure.
11. baseVISION Maintenance: Your software licence includes maintenance for the duration of your subscription (or maintenance for the term agreed on confirmation of the order). On renewing the Service, you shall be able to claim cost-free software updates and upgrades (if available), which will safeguard the value of your investment in the software.
12. CONTACTING baseVISION. If you have any queries concerning the provisions of this Agreement or wish to contact baseVISION for any other reason, write to baseVISION AG, Industriestrasse 14, CH-4658 Däniken, or contact us via our website www.basevision.ch.