END USER LICENSE AGREEMENT FOR THE KUKA SOFTWARE PRODUCTS
This is a legal agreement between Licensee (“Licensee”) and KUKA Deutschland GmbH (“KUKA”). Licensee and KUKA are also referred to individually as “Party” and collectively as “Parties”. KUKA is willing to license this Software to Licensee only upon the condition that Licensee shall accept all of the terms and conditions contained in this end user license agreement (“Agreement”). Please read the terms and conditions carefully as continuing with the setup procedure, installing or otherwise using the Software will indicate Licensee´s acceptance of all of the terms and conditions of this Agreement including the warranty disclaimers and limitations of liability provisions below (“Acceptance”). If Licensee does not agree to the terms and conditions, Licensee may not setup, install or otherwise use the Software and shall destroy or return the Software, all copies and accompanying documentation thereof.
EVALUATION LICENSE.
If the Licensee is licensing the Software for evaluation purposes, the use of the Software is only permitted in a non-production and non-commercial environment and for the period limited by the license key. The Evaluation License is granted for the sole purpose of testing the Software and determining its fitness and suitability for specific purposes before purchasing a commercial license. Notwithstanding any other provision in this EULA, an Evaluation License of the Software is provided without indemnification, support or warranty of any kind, expressed or implied.
EDUCATION LICENSE.
If the Licensee is licensing the Software for educational purposes, the use of the Software is only permitted in a non-production environment. Notwithstanding any other provision in this EULA, an Education License of the Software is provided without indemnification, warranty of any kind, expressed or implied.
1. Definitions
“Intellectual Property Right” shall mean patents, petty patents, utility models, designs (whether or not capable of registration), design patents, inventions, database rights, protection of works of authorship or expression, including copyrights and future copyright, domain names, trademarks, trade names and any other industrial and intellectual property rights, whether registered or not and applications, divisions, continuations, renewals, re-exams and reissues for any of the aforementioned respectively as well as any trade secrets, and the rights to prosecute, enforce and obtain remedies.
“Licensee” shall be taken as referring to the person or business entity who has acquired this license to use the Software or for whom such license was acquired.
“Third Party Component” means software components including but not limited to Open Source Software, embedded in or accompanying the Software and provided under separate license terms.
“Software” is a KUKA product as listed on the order from KUKA, including end-user documentation, other accompanying documentation, add-ons, extensions, libraries, fixes, plug-ins and other related materials and to any and all copies, updates, modifications, functionally equivalent derivatives, documentation or any parts or portions thereof.
“Time based license” The license is granted for a time-based period. The license time starts after 30 days of delivery of the Software or Software license key.
2. Grant of License
The Software is owned by KUKA. It is time based licensed, not sold. Upon Acceptance and subject to Licensee’s compliance with the terms and conditions of this Agreement KUKA grants Licensee a nontransferable, non-exclusive, non-sub-licensable limited license in object code form to install and use the Software on one or more supported devices owned or controlled by Licensee in accordance with the obligations and limited rights and restrictions set forth in this agreement and respecting all the laws in force in the jurisdiction in which the Software is used, in accordance with the order:
Backup Copy: Licensee may make copies of the Software and the Software license as reasonably necessary for the use authorized above, solely for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software.
3. Copyright
The Software is protected by copyright laws, international treaty provisions and other applicable national laws. The Software may not be reproduced in any form save for the sole purpose of making a backup copy or for archival purposes. Licensee may neither reproduce the accompanying documentation.
4. Restrictions
EDUCATIONAL LICENSE may be used for educational purposes only. RESEARCH LICENSE may be used for research purposes only. EVALUATION LICENSE may be used for evaluation purposes only.
TIME LIMITED LICENSE is granted for the duration of the applicable time limited license period (including any subsequent renewal period) and it shall remain in force until expired or terminated.
SUBSCRIPTION LICENSE is granted for the duration of the applicable subscription license period (including any subsequent renewal period). Renewal of the Subscription license period for a further year shall be automatic until terminated by either Party upon thirty (30) days' written notice prior to the expiration of the then ongoing subscription license period.
Software is not designed or intended for use in critical safety systems including but not limited to nuclear facilities, aircraft communication and aircraft control systems or other situations in which case of failure of the Software could lead to death or personal injury.
Licensee shall not use the Software for purposes the Software is not intended or licensed to. Any use for unauthorized purposes may result in additional charges and/or termination of the license.
Licensee shall not: (i) use, copy, modify, or transfer the Software or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement; (ii) modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of the Licensed Software, Documentation, or any portion thereof or attempt to do so; (iii) remove or cause to be removed any copyright, trademark, patent or any other proprietary legend or notices from any copy of the Licensed Software or Documentation, or any portion thereof; (iv) Licensee shall not rent, lease, sub-license, or transfer the Software; or (v) use the Software to offer timesharing or other computer based services to third parties.
5. Ownership; Proprietary Rights and Notices
KUKA or its licensors, as applicable, shall retain all right, title and interest in and to the Software all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. Licensee acknowledges and agrees that KUKA, or its licensors, holds the Intellectual Property Rights to the Software and, except as expressly provided herein, Licensee is not granted any other right or license to patents, copyrights, trade secrets, or trademarks with respect to the Software. Licensee shall not use KUKA’s name, trademarks, or any KUKA designation in association with Licensee’s application software.
Third Party Components; Additional Terms; The Software may contain or be delivered with one or more components, which may include third-party software identified by KUKA in the installer, documentation, about-box, readme.txt file, third-party click-accept or elsewhere (e.g. on www.kuka.com) (the "Third Party Component(s)") as being subject to different license agreement terms, disclaimers of warranties, maintenance, limited warranties or other terms and conditions (collectively, "Additional Terms") than those set forth herein. The Licensee agrees to the applicable Additional Terms for any such Identified Component(s).
6. Termination
The license is effective until terminated or, in case of TIME LIMITED LICENSE, upon expiration of the time limited license period. This Agreement will terminate automatically if Licensee fails to comply with its terms and conditions.
Except in cases of TIME LIMITED LICENSE and SUBSCRIPTION LICENSE, Licensee may at any time terminate this Agreement by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any server or computer on which it has been installed.
KUKA may terminate this Agreement immediately and refund the license fee paid by the Licensee, in cases of TIME LIMITED LICENSE and SUBSCRIPTION LICENSE the license fee paid in advance for times after termination is effective, should any Software become, or in KUKA’s reasonable opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright.
Upon termination for any reason, the Licensee shall cease to use the Software, destroy all copies of the Software, all of its component parts, functionally-equivalent derivatives, and all portions and modifications thereof in any form and delete and permanently purge the Software from any server or computer on which it has been installed. The Licensee shall upon request provide KUKA with a certificate on the fulfillment of Licensee’s obligations hereunder.
7. Protection and Confidentiality
7.1 Protection
Licensee acknowledges and agrees that the Software constitutes and contains valuable Intellectual Property Rights of KUKA and of its applicable licensors. Licensee will at all times recognize and act consistently with KUKA’s and its applicable licensors’ Intellectual Property Rights in the Software, regardless of whether patents have been issued thereon, and will not in any way act, or fail to act in any manner, to intentionally or negligently harm such Intellectual Property Rights.
7.2 Confidentiality
For purposes of this Agreement, “Confidential Information” shall mean the Software and any other information, software or technical data provided by KUKA. Licensee hereby agrees (i) to hold Confidential Information in strict confidence and not to disclose or otherwise make it available or disclose it to any third party except as is necessary for the proper performance of its regulatory obligations or in accordance with its rights under this Agreement; (ii) to impose confidentiality restrictions upon the Parties to whom any Confidential Information is disclosed; (iii) to take at least the same precautions to protect the Confidential Information as it takes for its own confidential and proprietary information of like importance, but in no event less than reasonable precautions; and (iv) to refrain from using the Confidential Information for any purpose other than the purposes for which that Confidential Information was disclosed.
8. Limited Warranty: Disclaimers
The Licensor’s liability under this Agreement is limited as follows, regardless of the legal basis of any claim:
8.1. Intent and Gross Negligence, Personal Damages.
Licensor shall be liable in accordance with the statutory provisions for (i) damages caused by intentional or gross negligent acts of its executive bodies, officers and employees or its appointed vicarious agents and (ii) damages resulting from culpable injury to life, body or health caused by Licensor.
8.2. Negligent Conduct
For damages caused negligently by Licensor which are not subject of section 8.1, Licensor’s liability towards Licensee for all damages shall be limited to an overall maximum amount of 250.000 Euro This limitation shall also apply to any other reimbursement, indemnification or compensation claim against Licensor which shall be credited to this liability cap. In the event Licensor is liable to Licensee under this section 8.2 to the maximum extent permitted by applicable law any liability of Licensor for consequential and other indirect damages such as loss of business, profit or revenue, loss of savings, loss of contract or opportunity, loss of goodwill, futile expenses, any loss or corruption of data and the costs of reconstituting any such lost or corrupted data, or third party claims is excluded.
In the event that applicable law provides for mandatory liability of the Licensor in case of breaches of cardinal duties the Licensor’s liability for negligent breaches of cardinal duties which are not subject of section 8.1 shall be limited to the damage which was typical for the scope of this Agreement and foreseeable by the Licensor upon the execution of this Agreement. Cardinal Duties of Licensor are obligations the fulfilment of which is essential to the proper performance of this Agreement and the observance of which Licensee may rely on.
8.3. Product liability
Claims according to the German Product Liability Act shall be governed exclusively by the provisions of this act.
8.4. No abstract guarantees
All descriptions of the Licensed Product, technical data, specifications and service data in this Agreement as well as other contractually relevant documents or descriptions are only descriptions of the Licensed Product, they shall not be regarded as guarantees (or guaranteed qualities (within the meaning of the German Civil Code)).
8.5. Obligation to notify
Licensee shall be obliged to notify damages and losses for which Licensor shall make payments immediately in writing.
8.6. Personal liability
To the extent, the liability is limited or excluded according to these provisions, this shall also apply to the personal liability of the executive bodies of the Parties, its employees, personnel, staff, representatives and Subcontractors.
8.7. Special Liability Conditions
Without prejudice to the legal type of this Agreement the Parties agree that in the event Sect. 536a of the German Civil Code might be applicable to this Agreement or any parts thereof, it shall only apply if and to the extent Licensor acted intentionally or negligently when performing its duties.
9. Indemnity
Licensee shall indemnify, defend and hold KUKA, KUKA´s partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from Licensee’s acts and omissions to act in using the Software pursuant to the terms of the Agreement.
10. Limitation of Liability
IN NO EVENT WILL KUKA BE LIABLE TO LICENSEE FOR ANY LOST PROFITS OR SAVINGS, LOST BUSINESS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF USE OR MONEY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, INJURY TO PERSON OR PROPERTY OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT ALSO CONSTITUTING ONE OF THE FOREGOING SPECIFIC TYPES OF LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR OTHER FAULT OF EITHER PARTY), PRODUCT LIABILITY, OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON AN ACTION OR CLAIM IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL KUKA’S LIABILITY EXCEED AMOUNTS PAID TO KUKA BY LICENSEE UNDER THIS AGREEMENT.
Any claims for damages hereunder must be made within six (6) months from the time at which the Licensee became aware of the event that gave rise to the claim. Such claims may, under no circumstances, be brought later than one (1) year from the event that gave rise to the claim in question.
11. Export Restrictions; United States Governmental Licensing
11.1 Export Control
This Agreement is subject to United States (“US”) and European Union (“EU”) regulations, orders or other restrictions regarding export from the US and EU of software, technical data or derivatives thereof. Notwithstanding anything else in this Agreement to the contrary, Licensee shall not directly or indirectly export (or re-export) the Software or any derivatives thereof or permit transshipment of same, (i) outside the Territory, or (ii) into Third Party Licenses (or to a national or resident of) any country subject to EU and/or U.S<<. economic sanctions or other trade controls; or (iii) to anyone on the EU’s and/or U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers or the U.S. Commerce Department’s Table of Deny Orders, Denied Persons List, Unverified Parties List, Entities List, or the EU’s and/or U.S. State Department’s list of Debarred Parties, or (iv) to any country or destination for which the EU or US government or US governmental agency requires an export license or other approval for export without first having obtained such license or other approval. Licensee recognizes and agrees that items (i)-(iv) may change from time to time, and Licensee will fully cooperate with KUKA to effect compliance with any changes.
11.2 United States Governmental Licensing
KUKA represents and warrants that the Software or portions thereof have been developed by KUKA or licensed to KUKA by third parties and are original and have been developed solely by employees or consultants of KUKA, or by third parties, at private expense and not under a governmental contract. KUKA agrees further that it will not employ public funds in the development of the Software or any modifications, enhancements or versions thereof which may result in a grant to any governmental entity of any ownership, license rights or security interest in or to the Software.
The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more specifically “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Software which KUKA or its distributors distribute to or on behalf of the Unites States government, its agencies and/or instrumentalities (the “Government”), are, and shall be identified as, each a “commercial item”, and more specifically “commercial computer software” and “commercial computer software documentation,” and any use, duplication, or disclosure of the Software for, on behalf of or by the Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
12. Other terms
Licensee may not sub-license, assign or otherwise transfer this license or Software except as expressly provided in this Agreement. Any attempt to otherwise sub-license, assign, or transfer any of the rights, duties or obligations hereunder is expressly prohibited and will terminate this Agreement.
Insofar as collected data of the Licensee no longer allow conclusions to be drawn about the Licensee and do not have any personal reference, they may also be used for the further development of services and products of KUKA or affiliated companies of KUKA.
KUKA has no obligation to provide the licensee with any service (including but not limited to, technical support, maintenance, upgrades, modifications, or new releases) under this Agreement, except the Limited Warranty. The purchase of services, if applicable, shall be governed by separate agreements.
By continuing the setup procedure, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Licensee further agrees that this is the complete and exclusive statement of the Agreement between Licensee and KUKA, which supersedes any proposal or prior agreement, whether oral or written, and any other communications between Licensee and KUKA relating to the subject matter of this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
This Agreement and all matters arising out of or in connection with this Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of Germany. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be finally settled at KUKA’s discretion (i) at Your domicile’s competent courts; or (ii) by arbitration in accordance with the Arbitration Rules of International Chamber of Commerce. The arbitration shall be conducted in Augsburg, Germany. The award shall be final and binding on the Parties.
Special conditions for services provided free of charge:
In view of the fact that KUKA provides the services free of charge, the following is agreed in deviation from the general conditions:
KUKA's liability for ordinary negligence is excluded, unless KUKA has fraudulently concealed a defect. Liability in the event of the assumption of a guarantee of quality and liability for claims based on the Product Liability Act and for damage due to injury to life, limb and health shall remain unaffected by the above provisions. The above provisions shall also apply in favor of KUKA's employees and KUKA agents.
13. Third Party Licenses
This mobile application uses third-party software libraries and components, which are subject to their respective licenses. Please refer to the following list for details on each license:
Unity Pro: Unity
Unity Pro Server: Unity
AR Foundation: AR Foundation 4.2.3 (unity3d.com)
Localization: Localization 1.4.4 (unity3d.com)
Addressables: Addressables 1.21.8 (unity3d.com)
TextMeshPro: TextMeshPro 3.0.7 (unity3d.com)
QRFoundation
Vuforia Premium
MRTK: MixedRealityToolkit-Unity
By using this mobile application, you acknowledge and accept the terms and conditions of each respective license.
