EB GUIDE Community Edition Agreement
This license agreement (“Agreement”) is a legal agreement between you and Elektrobit Automotive GmbH (“EB”) for EB GUIDE software and accompanying material, which is available for download from EB’s official website (“Software“).
By downloading, installing, copying, or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not download, install, copy, or use the Software. The Software is protected by copyright and other intellectual property laws and is licensed, not sold. If you do not agree, you will not have a license and you may not use the Software.
Non-Commercial Use. You may use this Software for any non-commercial purpose, subject to the restrictions in this Agreement. Some purposes which can be non-commercial are teaching, academic research, public demonstrations, and personal experimentation. Distribution of the Software or Generated Software is prohibited. “GENERATED SOFTWARE” means software that has been generated and/or configured using the Software.
Open Source Components. The Software may contain open source components. For the avoidance of doubt, all utilization of open source components is governed by the applicable open source licenses.
Commercial Use. You may not use this Software or any derivative works in any form for commercial purposes. Examples of commercial purposes would be running business operations, licensing, leasing, or selling generated Software for use with commercial products, or using the Software or generated Software in the creation or use of commercial products or any other activity with the purpose of procuring a commercial gain for yourself or others.
No Reverse Engineering; Restrictions. You shall not (i) allow others to use or access the Software; (ii) modify, reverse engineer, decompile, disassemble the Software, or create derivative works of any of them; (iii) rent, lease, loan, or otherwise transfer rights to Software; (iv) remove or obscure any notices or markings that are specified by law and that are affixed on or incorporated in the Software; (v) combine or link or otherwise use the Software with open source components without EB’s prior written approval.
No Competitive Use. Notwithstanding any other term or condition in the AGREEMENT, you are not entitled to and nothing in the AGREEMENT grants you a right or license to distribute the Software or any modification thereof as standalone software.
Upstream Indemnity. You agree to defend, indemnify, and hold EB and its affiliates, including those affiliates’ employees, officers, and directors (“EB Indemnitees”), free and harmless from and against any and all claims, losses, liabilities, costs, damages, and expenses (including reasonable attorneys’ fees and expenses) suffered or sustained by, or asserted against, any EB Indemnitee arising out of or related to the misuse of the Software or GENERATED SOFTWARE.
Independent Development. EB retains all ownership of the Software, including without limitation all copyrights and other intellectual property rights therein. You agree that any feedback about the Software provided by you to EB is voluntarily given, and EB shall be free to use the feedback as it sees fit without obligation or restriction of any kind, even if the feedback is designated by you as being confidential.
Warranty and Liability
Support. EB has no duty of reasonable care and is not obligated to (and will not) provide technical support for the Software.
Warranty. THE SOFTWARE IS PROVIDED “AS IS,” WITH NO WARRANTIES. THIS MEANS NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THIS SOFTWARE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.
Liability. IN NO EVENT SHALL EB, ITS AFFILIATES, ITS LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, RELATED TO OR ARISING OUT OF THE USE OF THE SOFTWARE OR INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), TO THE MAXIMUM EXTENT THE LAW PERMITS, NO MATTER WHAT LEGAL THEORY IT IS BASED ON AND WHATEVER THE CAUSE THEREOF, EVEN IF EB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
Legal Effect. If the disclaimer of warranty and limitation of liability provided above under this section cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the SOFTWARE. The court should consider that this limitation of relief is a part of the bargain between the parties, in particular that the Software is provided without a license fee. If, notwithstanding any other provisions of this agreement, EB is found to be liable to you for any damage or loss that arises out of or is in any way connected to your use of the Software, EB’s entire liability for direct damages under this agreement shall be limited to fifty euros (EUR 50.00).
Breach of Contract. The license granted under Section 1 is subject to your full acceptance of this Agreement. This Agreement will terminate immediately upon the commercial use or any distribution of the Software. If you breach this Agreement or if you sue anyone over patents that you think may apply to or read on the Software or anyone’s use of the Software, this Agreement (and your license and rights obtained herein) shall terminate automatically. Upon any such termination, you shall destroy all of your copies of the Software immediately.
Termination for Convenience. This Agreement may also be terminated by EB in writing at any time without cause.
Effect of Termination. Upon termination, you will cease any use of the Software, and if so requested, promptly return to EB, or certify destruction of, all full or partial copies of the Software provided by EB. Sections 2 to 5 of this Agreement shall survive any termination of this Agreement.
No Assignments. The AGREEMENT may not be assigned nor transferred by you without prior written consent from EB.
Export Control. You agree to comply with export control laws and regulations, and to obtain licenses to export, re-export or import the Software.
Non-waiver. No failure to exercise nor any delay in exercising by either party to the AGREEMENT of any right, power, privilege, or remedy under the AGREEMENT shall impair or operate as a waiver of such right, power, privilege, or remedy.
Law and Jurisdiction. The AGREEMENT shall be governed by, construed, and interpreted in accordance with German law, excluding its rules for choice of law and the United Nations Convention on Contracts for the International Sale of Goods. Any disputes relating to or arising in connection with this AGREEMENT shall be finally settled in arbitration conducted under the Arbitration Rules of the International Chamber of Commerce (ICC), by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Nuremberg, Germany, and the language to be used in such proceedings shall be English or—if the parties choose—German. The award shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. Nothing in this AGREEMENT shall be deemed to limit the right to seek interim injunctive relief or to enforce an arbitration award in any court of law.
Severability. If any provision of the AGREEMENT is held to be illegal, void, invalid, or unenforceable under the laws of any jurisdiction, the legality, validity, and enforceability of the remainder of the AGREEMENT in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of the AGREEMENT shall not be affected in any other jurisdiction. Any provision that is held to be illegal, void, invalid, or unenforceable will be replaced by a provision that most closely carries out the intention of such provision but that is legal, valid, and enforceable.