Software End user license (EULA)

Riedel Communications GmbH & Co.KG

Notice to User

By receiving, downloading or using the Application, you hereby accept and agree to
be bound by the terms and conditions of this End User License Agreement
(“EULA”). This EULA is a binding legal agreement between Riedel Communications
GmbH & Co. KG and/or its subsidiaries (“Riedel” or “Licensor”) and any purchaser,
user or evaluator (“Licensee”) who downloads, installs or uses
the Application.

If you do not agree to be bound by this EULA, remove this Application from
your Riedel products and/or computer and if applicable promptly return to
Riedel by mail any copies of this Application or related documentation.

Some applications may only be downloaded after a registration of the
Licensee on the Licensor’s website.

1.
Definitions and
Terminology

1.1
The Licensor is the party granting the license: Riedel
Communications GmbH & Co. KG and/or its subsidiaries. The “Licensee” is the party using
the license.

1.2
The “Application” means the object code copy of
the software or firmware downloaded, installed or used by the Licensee (e.g.
“Director”, “Pulse”, “SmartPanel Intercom App”, “MN Control App”, “Q-Tool
configuration Software” or any other Licensor application referring to this
EULA) and includes all user manuals, reference materials and installation
guides in electronic or printed form in any media type whatsoever as well as fonts,
modified versions, updates, additions, and copies of the Application and third party
computer information or software that the Licensor has licensed for inclusion
in the Application.

1.3
The “Device” is the Riedel hardware or
computer designed to run the Application.

2.
Grant of Software
License

2.1
Except as expressly provided in this EULA, Licensee is
not granted any intellectual property rights over the Application.

2.2
Subject to the Licensee’s payment of the fees due to
Riedel for Applications or Devices with Applications and subject to the terms
and conditions of this EULA, Riedel grants the Licensee a limited, revocable, personal,
non-exclusive, non-transferable, worldwide license, to install, use and evaluate
the Application
on
a single Device owned and controlled by the Licensee or his/her employing company,
and to access and use the Application on such Device strictly in
accordance with the terms and conditions of this EULA.

2.3
Modification for
Q-Tool

2.3.1
The aforementioned applies accordingly to the Q-Tool
configuration Software application (“Q-Tool”), but with the modification that the
use of Q-tool is free of charge and restricted to the Licensee’s personal and
non-commercial usage, unless Licensee has purchased a commercial license from
the Licensor.

2.3.2
Licensee is also
allowed to install and use Q-Tool on their own devices (“User Device”) The
Licensee must be the primary user of the User Device on which Q-Tool is
installed. Licensee shall be solely responsible for all expenses incurred in
Licensee’s download, installation and use of Q-Tool.

2.3.3
Licensee is not allowed to make Q-Tool available over
a network, or in any way provide Q-Tool to multiple users.

3.
Ownership

3.1
The Licensee acknowledges and agrees that
the Application
is
being licensed, not sold, and that the Application, Intellectual Property rights,
Documentation, any copies and copyright are owned or licensed by Riedel and by
third parties (“Third-Party Licensors”) whose intellectual property has been
licensed to the Licensor.

3.2
The structure, organization, and code of the
Application are the valuable trade secrets and confidential information of the
Licensor and Third-Party Licensors. The Application is protected by national
and international law.

4.
Restrictions on
Use

4.1
The Licensee hereby agrees not to

4.1.1
decompile, reverse engineer, disassemble, attempt to
derive the source code of, or decrypt the Application;

4.1.2
make any modification, adaptation, improvement,
enhancement, translation or derivative work from the Application;

4.1.3
violate any applicable laws, rules or regulations in
connection with the use of the Application;

4.1.4
remove, alter or obscure any proprietary notice
(including trademark or copyright notices) of the Company or any of its
subsidiaries or affiliates, partners or suppliers;

4.1.5
use the Application for any revenue generating
endeavor, commercial enterprise or other purpose for which it is not designed
or intended;

4.1.6
make the Application available over a network or
other environment for the purpose of use by multiple users at the same time;

4.1.7
use the Application for creating a product, service
or software that is directly or indirectly, competitive or in any way a
substitute for any services, product or software offered by Riedel unless authorized in
writing to do so.

5.
Intellectual Property
Restrictions

Licensor‘s name, trademarks,
logo and graphics files that represent the Application shall not be used in any way to
promote products developed with the Application. The Application contains
copyrighted material, trade secrets and other proprietary material. The Licensee shall not deliver,
disclose, or convey to any third party, either directly or indirectly, the
contents of the Application. The Licensee shall not, nor attempt to,
alter or remove any proprietary rights or copyrights notice or identification
which indicates the Licensor‘s ownership of the Application.
The Licensee
shall
not create any derivative works or other works that are based upon or derived
from the Application in whole or in part. The Licensor retains the sole and
exclusive ownership of all rights, title and interest in and to the Application
and all intellectual property rights relating thereto.

6.
End-User Generated
Content

6.1
Some Applications enable the Licensee to enter content
that will be stored on the User Device on which the Application is installed
(such content shall be referred to hereinafter as the “End-User Generated
Content”). Licensee is solely responsible for Licensee’s use, storage and disclosure
of the End-User Generated Content. Licensee may only use the End-User Generated
Content responsibly, in a manner consistent with the exercise of good judgment.
The Application may permit the Licensee to enter, copy, edit End-User Generated
Content that constitutes non-public personal information of individuals other
than the Licensee; the Licensee shall not use, store or disclose any such
information without the express consent of the individual to whom it relates. If
Licensee is having difficulty deciding whether Licensee’s intended use is
appropriate, or whether Licensee needs written permission, or whether other
legal issues should be considered, the Licensor strongly encourages Licensee to
seek competent legal counsel. The Licensor will not assist Licensee in making
this determination, nor can the Licensor provide Licensee with legal advice as
to intellectual property rights or privacy laws.

6.2
Licensee may only use End-User Generated Content which
belongs to Licensee and will not violate the rights of others therein. The
Licensor will not edit or monitor any and all Content; Licensee therefore
assumes exclusive responsibility for the monitoring thereof. Licensee may not
use the Application in conjunction with content that is illegal, obscene, indecent,
defamatory, incites racial or ethnic hatred or violates the rights of others,
or is in any other way objectionable.

6.3
Licensee is responsible for independently verifying
the accuracy and completeness of Licensee’s contents (e.g. any technical
illustrations or diagrams for operation guides, parts catalogs, schematics,
writing diagrams, assembly instructions, maintenance manuals, architectural
presentations or other materials the Licensee creates and/or modifies using the
Application).

6.4
If Licensee or Licensee’s attorney determines that
Licensee is required by law to obtain written permission to use portions of the
End-User Generated Content, Licensee must request permission for reproduction,
redistribution, or modification of the Content from the appropriate owner of
the subject materials (as may be cited in the Application). If, on the other
hand, Licensee or Licensee’s attorney determines it is permissible to proceed
and include End-user Generated Content from the Licensed Software, the Licensor
asks Licensee to correctly designate the Licensor trademark(s) when referring
to the Licensed software in the notice or copyright portion of Licensee’s
paper, project, or product.

7.
Licensee data and
information

Licensee agrees that Licensor may use Licensee
data and information in order to provide and improve the Application, its
features, and user experience and analyze its use. Licensee data means data of
the usage of the Application as well as End-User Generated Content.

8.
Transfer

Unless otherwise
authorized or necessary for back-up purposes, the Application and the license
herein granted shall not be copied, shared or transferred, distributed,
re-sold, offered for re-sale, transferred or sub-licensed in whole or in part.

9.
Limited Warranty
and Disclaimer

9.1
The Licensee hereby agrees on it being solely
responsible for selecting and installing the Application and that the Application may
not satisfy all requirements or may not be free from defects.

9.2
The Licensor specifically does not warrant that the Application
will operate uninterrupted or error free. The Application is provided “as is” without any
representation, warranty or condition by the Licensor of any kind, express or
implied, including, without limitation, any warranty or condition of
merchantability, merchantable quality, durability or fitness for a particular
purpose or title or non-infringement and those arising by statute or otherwise
in law or from a course of dealing or usage of trade. No oral or written
information or advice given by the Licensor or its respective employees,
agents, suppliers or distributors will create a warranty. The Licensor does not warrant,
guarantee or make representations regarding the use, or the results of use of
the Application in terms of correctness, accuracy, reliability, currentness or
otherwise. If such disclaimer of representations, warranties and conditions is
not permitted by law, the duration of any such implied warranties or conditions
is limited to ninety (90) days from the date of delivery.

9.3
The Application may contain “open source” materials
(e.g., any software subject to open source, copyleft, GNU general public
license, library general public license, lesser general public license, Mozilla
license, Berkeley software distribution license, open source initiative
license, MIT, Apache or public domain licenses, or similar license). The
Licensor makes no warranties with respect to open source materials contained in
the Application.

10.
Exclusion of Damages; Limitation of Liability; Indemnification

10.1 To the extent
allowed by law, neither the Licensor nor its vendors and Third-Party Licensors shall
be liable for special, incidental, punitive, indirect or consequential damages
arising from this EULA or the Licensor’s Application, including, but not
limited to lost profits, lost savings, or damages arising from loss of data or
loss of use, even if the Licensor or its vendors or Third-Party
Licensors have been advised of the possibility of such damages. The Licensor
reserves the right to update, replace or repair the Application at its discretion;
such repair or replacement in no way reflects an admission of any liability in
whole or in part.

10.2 The maximum
liability of the Licensor and its vendors and Third-Party Licensors arising out
of this EULA or the sale or license of the Licensor’s Application or the download,
installation or use thereof, whether based upon warranty, contract, tort or
otherwise, shall not exceed the actual payment made by Licensee to the Licensor during the last 12 months for the Licensor’s Application,
preceding
the event giving rise to the claim.

10.3 Licensee shall
indemnify, hold harmless, and defend the Licensor and the Licensor’s agents,
representatives and suppliers from all claims, damages, attorneys’ fees, costs,
expenses and lawsuits that arise from, or result from, Licensee’s use or
distribution of any and all End-User-Generated Content and its use of the
Application.

10.4 Liability towards Consumers

10.4.1 Although the
Licensor’s Applications are usually for use by professionals and/or companies (meaning
“entrepreneurs“ in accordance with section
14 of the German Civil Code (Bürgerliches Gesetzbuch or BGB)), certain
Applications (such as Q-Tool) may also be used by consumers in accordance with
section 13 of the BGB. For consumers, the following provisions on liability
apply:

10.4.2 The Licensor’s
liability shall be excluded, except for the following cases:

injury to life, limb or health;

in the absence or omission of a warranted
characteristic or non-compliance with a guarantee;

intentional or grossly negligent acts and/or
omissions; and

claims under the Product Liability Act.

10.4.3 In the event of a
breach of material contractual obligations (cardinal obligations), the Licensor
shall only be liable for the foreseeable damage typical for the contract if
such damage was caused by simple negligence, unless the consumer’s claims for
damages are based on injury to life, limb or health.

10.4.4 The limitations of
liability stated above shall not apply insofar as the Licensor has fraudulently
concealed the defect or has assumed a guarantee for the quality of the Application.
The same applies insofar as the parties have reached an agreement on the
quality of the Application. The provisions of the Product Liability Act shall
remain unaffected.

10.4.5 The statutory
warranty rights for defects shall apply.

10.4.6 An additional
guarantee for the Applications delivered by the Licensor only exists if this
was expressly given.

11.
Installation, Support & Training

11.1 Installation, support
and training are neither included in the license/license costs, nor will the
Licensor pay the Licensee’s costs associated with them, unless otherwise agreed.
Support and training may be provided as an additional paid service.

12.
Updates

12.1 For the purposes
hereof, “Update” means a new version of the Application containing
technical modifications, updated information, altered functionality, or any
other changes that are intended by Licensor to improve or to add, delete or
otherwise modify any aspect of the Application.

12.2 The Licensee is entitled to
receive free Updates for minor versions (e.g. version x.1, x.2, etc.) as they
become available. Major Updates (e.g. version x.0) have to be paid for by the
Licensee unless the Licensee has entered into a Licensor Service
Level EULA or has purchased an annual Application Update.

12.3 The Licensor may add
new functions or delete original functions in the Update Software or Upgrade
Software.

12.4 Application Updates
and/or Content Updates may be provided via the Application or on the Licensor
websites.

12.5 Once an Update has
been released, the Licensor may cease service or support for prior versions,
without any notice to Licensee.

12.6 Modification
for Q-Tool

12.6.1 Licensor may provide
Licensee with Application Updates and/or Content Updates from time to time at
no charge during the Term of this EULA. The Licensor may, at its sole
discretion, decide if Licensee can get Application Updates free of charge or if
the Licensee has to pay for the Updates.

12.6.2 If the Application receives
an Update to a previous version, Licensee must possess a valid License to the
previous version in order to continue the use of the updated version.

12.6.3 This License does
not permit the Licensee to obtain and use an Application Upgrade and/or a new
Application version. Any update provided by the Licensor to Licensee is made on
a License exchange basis such that Licensee agrees, as a precondition for
receiving an Update, that Licensee will terminate all of Licensee’s rights to
use any previous version of the Application. However, Licensee may continue to
use the previous version only to assist in transitioning to the updated
version.

13.
Infringement

The Licensee acknowledges and
agrees that, in the event of a third party claim that the Application or the Licensee’s possession or use of
the Application
infringes
a third party’s intellectual property rights, the Licensee (not the Licensor) will be responsible
for the investigation, defense, settlement and discharge of any such claim of
intellectual property infringement. The Licensee agrees that under such
circumstances they will notify the Licensor of such claim in writing.

14.
Term and Termination

14.1 The term of this EULA
depends on the chosen purchase or subscription model. If the Licensee chooses
to purchase a lifetime license, the Licensee may use the Application until
terminated. If the Licensee chooses to purchase a license for a specific period
of time, the Licensee can only use the Application during the specific period.
The License will be terminated automatically or otherwise cease to be effective
if you fail to comply with any term(s) or condition(s) of this EULA. You shall de-install,
destroy and cease using the Software, together with all copies thereof,
immediately after the termination of the License.

14.2 Subject to the terms
and conditions stipulated herein, the Licensor is entitled to terminate this
EULA effective if Licensee commits a material breach of any of its obligations
under this EULA which is not capable of remedy. Termination of this EULA shall
not affect any rights, obligations or liabilities of either party which have
accrued before termination or which are intended to continue to have effect
after termination.

15.
Miscellaneous

15.1 The provisions of
this EULA supersede all prior agreements and representations.

15.2 You may not use or
otherwise export or re-export the licensed software to any countries or
territories sanctioned by the United Nations or the USA. By using the licensed
software, you represent and warrant that you are not located in any such
countries.



15.3 This EULA shall be
subject to the laws of the Federal Republic of Germany with exclusion of the UN Convention on Contracts for the International Sale of Goods. The parties agree
on the exclusive jurisdiction of the local courts in Wuppertal, Germany.

15.4 The European
Commission provides a platform for online dispute resolution (ODR): https://www.ec.europa.eu/consumers/odr. The Licensor is
not obliged nor willing to participate in a dispute resolution procedure before
a consumer arbitration board.

September
2021