XiSys - End User License Agreement

All software and related documentation that you are about to access is offered to you by XiSys Software GmbH only for use in accordance with the applicable terms of the XiSys End User License Agreement below.
This Agreement addresses a variety of software products and their use. The key differentiator is Part A, which provides various license grants. One or more may apply to you depending on the Software you intend to use and the corresponding acquired license rights.They are as follows:

Part A 1 - the „XiSys“ Non-commercial Use License
Part A 2 - the „XiProf“ Full Commercial Use License

Part B presents general license terms. Each Part A license incorporates the relevant Part B terms and may cover third Party software that is sub-licensed to you by XiSys.

Please note:
By clicking the "I AGREE" button, or otherwise attempting to copy, install or use any part of the software, will indicate that you have read, understood and accepted the applicaple terms and conditions. Do not proceed in any such manner unless you are able and willing to enter into any consent with these terms of use. If you have any questions contact XiSys GmbH before attempting to copy, install or use any parts of the software.


Part A: LICENSE GRANTS

Part A 1: XiSys Non-commercial Use license

A 1.1 INTRODUCTION
XiSys Non-commercial Use License is a development environment for graphical applications. It consists of the following software packages:
All the software can be used for self-hosted or cross-hosted environments.

A 1.2 NON-COMMERCIAL USE
This agreement aims to faciliate the use of the XiSys developement software for non-commercial purposes for developers as well as for end-users, where "non-commercial purposes" means:
  1. to evaluate the XiSys embedded graphics platform and to do exploratory development and "proof of concept" prototyping of software applications, whether at home for personal use or at work as a prototyping tool. However, if you or your employer get serious about developing a commercial version of such items, and you want to continue basing your development on XiSys software, then you will need a commercial development license (and possibly an OEM or VAR distribution agreement);
  2. to use the XiSys embedded graphics platform to develop new and to port existing software applications to the XiSys platform, provided that such software applications are solely for your own personal use or are made available for free distribution and use by other XiSys software users. A commercial development license is required for porting software applications for commercial distribution;
  3. to use the XiSys embedded graphics platform as an end-user, provided that it is only for personal use by an individual and not for the purpose of generating revenue or in-kind consideration or for productive use of the XiSys embedded graphics platform in the operation of a business or enterprise.
A 1.3 LICENSE GRANT
Subject to the terms of this agreement, XiSys hereby grants to you a non-exclusive, personal, and non-transferable license under XiSys's proprietary and sub-licensing rights in the XiSys embedded graphics platform, solely for use on a single general purpose desk-top PC for internal non-commercial purposes, as follows:
  1. to copy the XiSys embedded graphics platform as required to install it and to follow normal back-up and archiving practices (including one hardcopy of any electronic document included in the packages you have licensed);
  2. to use, execute, display, perform and update the XiSys embedded graphics platform in accordance with associated end-user documentation; and
  3. to create derivative works of any sample source code provided in development packages and to use such derivatives in association with the XiSys embedded graphics platform, as authorized herein
You may provide a copy of the uninstalled XiSys embedded graphics platform to third parties provided that they are required to agree to these license terms prior to use or installation.
Except with the express written consent of XiSys, you do not hereby acquire any license rights in the XiSys embedded graphics platform if XiSys has previously terminated for breach your license rights in any XiSys software.

A 1.4 UPDATES
Patches, updates, enhancements and upgrades (collectively "New Packages") to the XiSys embedded graphics platform will be posted for download from time to time at http://www.xisys.de. These patches and updates will be provided for free when obtained by download. Enhancements and upgrades may not be free, depending on the packages you may have already licensed and whether XiSys is obligated to pay third party license fees. New Packages are subject to the terms of this agreement, except to the extent that you are required to agree to other license terms to install and use the New Packages.

A 1.5 DEMOS
You may demonstrate the XiSys embedded graphics platform, or any simulated target device or ported application based thereon, provided that you clearly qualify it as "demonstration only". You hereby agree to indemnify, defend and hold XiSys harmless from and against any claim or action arising out of any such use of the XiSys embedded graphics platform.

A 1.6 TERM
This agreement commences upon your acceptance (as described above) and will end:
  1. in respect of individual packages of the XiSys embedded graphics platform, when you license a functionally equivalent package directly or indirectly from XiSys under new terms and conditions;
  2. or when the XiSys embedded graphics platform program ends, except to the extent survivorship rights are announced by XiSys;
  3. or when this Aareement is terminated.
A 1.7. APPLICABLE Part B TERMS
The following Part B terms & restrictions also apply to this XiSys Non-commercial Use License Grant: B.2, B.3, B.4, B.5, B.8, B.9, B.10.

A 1.8 CONVERSION TO A COMMERCIAL LICENSE
You may obtain a Commercial License from XiSys by paying for and being registered to use the XiSys embedded graphics platform for other than non-commercial purposes. To install the XiSys embedded graphics platfrom you have to agree to be bound by the terms of this agreement as they apply to the applicable commercial license you obtain, from the date that you obtain such a license.


Part A 2 Full-commercial Use License

A 2.1 INTRODUCTION
The XiSys Full Commercial Use License can apply to all XiSys Software products. Only if you obtain from XiSys a valid Full Commercial Use License for a software product, then the terms in Part A.II apply to you for use of that software.

A 2.2 FULL COMMERCIAL LICENSE GRANT
Subject to the terms of this agreement, and conditional upon your being registered by XiSys as a Full Commercial Use Licensee, XiSys hereby grants to you a non-exclusive, personal and non-transferable license under XiSys's proprietary and sub-licensing rights in the Ssftware as follows:
  1. to copy the XiSys embedded graphics platform as required to install it and to follow normal back-up and archiving practices (including one hard copy of any electronic document included in the packages you have licensed);
  2. to use, execute, display, perform, and update the XiSys embedded graphics platform in accordance with associated end-user documentation; and
  3. to create derivative works of any sample source code provided in development packages and to use such derivatives in association with the XiSys embedded graphics platform, as authorized herein. Unless expressly provided otherwise below, all third-party software that is sub-licensed under this agreement is provided solely for use in association with the XiSys embedded graphics platform
A 2.3 COMMERCIAL LICENSE TERM
This Full Commercial Use License commences upon your being registered by XiSys as a Full Commercial Use Licensee and will end when terminated.

A 2.4 APPLICABLE PART B TERMS
The following Part B terms and restrictions also apply to this XiSys Full Commercial Use License Grant: sections B.1 to B.10.


Part B: GENERAL LICENSE TERMS

B 1. SUPPORT AND UPGRADES
After being registered by XiSys, we will grant a 30 days free support. During a period of 90 days, all upgrades of the registered software are for free. Additional support and upgrates are subject to the terms of a maintenance contract.

B 2. LICENSE LIMITATIONS
All rights not expressly granted are reserved to XiSys and its licensors. Except as expressly provided herein, this license does not authorize the sub-licensing, transfer or distribution of all or any part of the Software to any third party. The Software is a valuable asset of XiSys and contains trade secrets of XiSys and its licensors; unless expressly permitted by this agreement, otherwise by applicable law, or by XiSys in writing, you agree not to:
  1. use, reproduce, modify, adapt, translate, update or transmit any part of the software, in whole or in part;
  2. rent, lease, license, transfer, or otherwise provide access to any part of the software;
  3. alter, remove, or cover any trademark, logo, proprietary or licensing notice(s) in or on any part of the software, including in any "about" box, "flash" / "splash" screen or documentation;
  4. decompile, disassemble, decrypt, extract or otherwise attempt or assist others to reverse engineer any part of the software, except as necessary, when permitted by an applicable law, to correct defects or achieve inter-operability with complementary programs, for your purposes only, but only if XiSys has refused to provide the necessary information or assistance;
  5. directly or indirectly, export, import or transmit the software to any country in contravention of the laws of that country or the laws of Germany.
Unless XiSys has provided you with express written consent, the Software may not be used in any application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "high-risk activities"), including but not limited to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapon systems, and direct life support machines. XiSys expressly disclaims any express or implied warranty or condition of fitness for high-risk activities.

B 3. OWNERSHIP
XiSys and its suppliers retain all rights, titles, and interests in and to XiSys-licensed Software, including all intellectual property rights therein. All copies, patches, updates, and upgrades that are not separately licensed will be considered XiSys-licensed software for the purpose of this agreement and shall remain the property of XiSys and its licensors.

B 4. WARRANTY / WARRANTY LIMITATION BACKGROUND
XiSys tests the commercially released software on specific reference platforms. XiSys cannot warrant that any software will function in accordance with related documentation in every combination of hardware platform, software environment, and software configuration. You acknowledge that software bugs are likely to be identified when one or more software products are used in your particular application. You therefore accept the responsibility of satisfying yourself that the software is suitable for your intended use. This includes conducting rigorous testing of your value-added software application prior to its initial release, and prior to the release of any related hardware or software modifications or enhancements.

B 5. FULL COMMERCIAL LICENSE WARRANTY
XiSys warrants to you for a period of 90 days from the time you obtain a Full Commercial Use License that the software as delivered by XiSys is capable of performing the functions described in related XiSys user documentation when used on reference platforms. Your sole remedy and XiSys' sole obligation for any breach of this warranty will be, at XiSys's discretion, to either:
  1. provide you with a patch or work-around for use as an interim fix until XiSys provides you with a free update or upgrade that corrects the problem (you acknowledge that patches and/or work-arounds made available by XiSys may not have been quality assurance tested);
  2. or terminate this Agreement and XiSys will provide a refund of any associated license fees paid to XiSys. XiSys also warrants the tangible media on which the software was delivered, if any, will be free from defects in material and workmanship under normal use for a period of 90 days from acceptance of this agreement. XiSys is not responsible for media defects that result from accident or abuse. Your sole remedy for any breach of this warranty will be to receive replacement media.
B 6. WARRANTY LIMITATIONS
Exept to the extent that a warranty has been expressivly provided under a given license, if at all, the product and the media on which it was delivered are provided "as is" without other warranties or conditions of any kind, including but not limited to implied warranties and conditions of mechantability, fitness for a particular purpose, and non-infringement. You assume the entire risk as the results and performance of the product. Nothing stated in this agreement will imply that the operation of any part of the product will be uninterrupted of error free or that errors will be corrected. Other written or oral statements by XiSys, its representatives, or others, do not constitute warranties of XiSys.

B 8. LIABILITY LIMITATIONS
In no event will XiSys or its representatives (officers, e,ployees, agents suppliers, distributors or licensors) be liable to you for any indirect, incidental, special or consequential damages whatsoever, including but not limited to lost revenue, lost or damaged data or other commercial or economic loss, arising out of or relating to any breach of this agreement, any use or inability to use the product, or any claim made by a third party, even if XiSys or its representatives have been advised of the possibility of such a damage or claim. In no event will the aggregate liability of XiSys and its representatives for any damages or claims arising out of or relating to this agreement or any part of the XiSys embedded graphics platform, wether in contract, tort or otherwise, exceed the license fees you paid to XiSys or US $ 10.00, whichever is greater. XiSys and its representatives' limitation of liability is cumulative with all of XiSys's and its representaives' payments in satisfaction of their liabilities being aggregated to determine satisfaction of the limit.

These limitations shall apply whether or not the alleged breach is a fundamental breach of contract. Some jurisdictions curtail limitations of liability for incidental or consequential damages, and/or limitations of implied warranties. Therefore, to the extent prohibited by applicable law, the above limitations may not apply to you.

XiSys has no obligation under this Agreement to provide maintenance, support, or training.

B 9. TERMINATION
You may terminate this agreement at any time. It will be deemed to terminate immediately if you fail to comply with any material term herein. Upon termination your license rights end and you shall immediately destroy all whole or partial copies of all elements of the software licensed under this agreement that are in your possession or control.

B 10. GENERAL
This Agreement is governed by and will be construed in accordance with the domestic laws in force in the Province of Wuerzburg, Germany without regard to the conflict of laws provisions therein. The parties expressly disclaim the provisions of the United Nations Convention on Contracts for the International Sale of Goods. This agreement constitutes the entire agreement between you and XiSys pertaining to the software, and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or waiver of any term of this agreement will be binding unless executed in writing by the parties. The terms and conditions of this agreement shall prevail over any inconsistent or additional terms or conditions of purchase orders or invoices. This agreement is not assignable by you and any attempt to do so shall be void and of no effect. If any provision of this agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. XiSys and its authorized representatives shall have the right to trace software and associated serial numbers at any time and in any reasonable manner.

B 11. ASSIGNMENT
Subject to the export restrictions provided above, you are entitled to assign this license to a third party who has provided XiSys with prior written acknowledgment of their acceptance of the terms and conditions herein. In such a case you will transfer your license registration to the assignee and will not exercise any commercial rights granted hereunder. The provisions of this agreement will enure to the benefit of and will be binding upon the parties and their respective successors and permitted assigns.