License Agreement

THIS IS A LEGAL AGREEMENT. PLEASE READ IT CAREFULLY. BY DOWNLOADING AND INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON USE, TRANSFERABILITY, COPYRIGHTS, WARRANTY AND LIABILITY. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY OTHER WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT DOWNLOAD, OPEN OR INSTALL THE SOFTWARE. IN THIS CASE YOU ARE NOT ALLOWED TO USE THIS SOFTWARE. 

 1 Definitions
"Software" means the newest version(s) of the PrehKeyTec Driver Software for Keyboards, POS-Computers and Touch/Screen Commanders, made available by PrehKeyTec under www.PrehKeyTec.com for download and which have been produced by PrehKeyTec GmbH, Scheinbergweg 10, 97638 Mellrichstadt, Germany. "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Preh"/"PrehKeyTec" stands for PrehKeyTec GmbH, Scheinbergweg 10, 97638 Mellrichstadt, Germany.

 2 License
Subject to the terms of this Agreement PrehKeyTec GmbH grants you the non-exclusive, non-transferable, worldwide right to use the Software at no charge. You are not allowed to sublicense the Software. The following conditions apply: 
 2.1 General Conditions
The Software is protected by copyright. PrehKeyTec GmbH holds and reserves all rights with regard to usage and licensing of this Software. The PrehKeyTec GmbH brand name and the PrehKeyTec Logo are registered trademarks of the PrehKeyTec GmbH. 
According to the following restrictions, you may install and use the Software on a single desktop computer that has a Windows PC operating system (including desktop PC versions of Windows 95, 98, 2000, NT, ME and XP (Home and Professional), a Macintosh desktop operating system, a Linux desktop operating system, or a Solaris desktop operating system. A license for the Software may not be shared, installed or used concurrently on different computers. You agree that PrehKeyTec GmbH may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PrehKeyTec GmbH for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
 2.2 Restrictions
This Software must exclusively be used in connection with Keyboards, POS-Computers and Touch Commander/ Screen Commanders, which have been produced by PrehKeyTec GmbH or which hold the Prehbrand name. Any usage of this Software in connection with products of other manufacturers is specifically prohibited. You are not allowed to sell the Software or otherwise accept or demand compenstion for the Software. You shall not modify, adapt or translate the Software, to provide it with your Logo, brand name, trademark or other mark or to make it appear to be your intellectual property in any way. You shall not impose license fees on the Software, which make or appear the Software to be bound to different License terms and conditions. You shall not use this Software in any other way in connection with third parties or make the Software available to third parties. You are not allowed to make copies of the Software or to distribute the Software in any way or to transfer the software electronically from one Computer to another or by making use of a network. You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. This shall also apply without any restriction to the removal of the Installation Program, the electronic end user license Agreement, the display of information with regard to the program and all copyright endorsements or other endorsements with regard to intellectual property of the software. 
You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested PrehKeyTec GmbH to provide the information necessary to achieve such operability and PrehKeyTec GmbH has not made such information available. PrehKeyTec GmbH has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by PrehKeyTec GmbH and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the PrehKeyTec Customer Support Department. 
 2.3 Transfer
You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. 

 3 Use of Trademarks
PrehKeyTec GmbH does not give you any right whatsoever to use or distribute the PrehKeyTec-Logo or one or more additional or substitute logos. PrehKeyTec GmbH gives no express or implied warranty with regard to the PrehKeyTec GmbH brand. PrehKeyTec GmbH shall not be liable for any consequential damages, collateral damages, and/ or other specific damages (loss of profit included), which might arise in connection with or by making use of the PrehKeyTec GmbH brand, even if PrehKeyTec GmbH has been informed about the possibility of the existence of such damages. 
You agree to hold PrehKeyTec GmbH harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any unauthorized distribution of the Software or the use or distribution of the PrehKeyTec GmbH brand. This does not apply to claims alleging that the Software itself infringes upon a third party patent, copyright, brand name or other right protecting intellectual property of a third party. This exception does not apply to claims arising out of the combination of the Software or brand with other products provided by you. PrehKeyTec GmbH shall inform you in written form as soon as possible with regard to claims to which this indemnity shall be applicable and shall support you as far as possible at your cost in order to dispose of such claim or come to a mutual agreement with regard to such disposal. 

 4 Intellectual Property, Copyrights
The Software and any authorized copies that you make are the intellectual property of and are owned by Preh. The Software is protected by law, including without limitation the copyright laws of Germany and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Preh.

 5 No Warranty
The Software is being delivered to you "AS IS" and PrehKeyTec GmbH makes no warranty as to its use or performance. PrehKEYTEC AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW, PrehKEYTEC AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. You agree not to give any warranties (whether express or implied) on behalf of Preh. The terms and conditions with regard to warranties and limitation of liability shall survive any termination of this Agreement, without giving any right whatsoever for continuing of use of the Software after this Agreement has been terminated. 

 6 Limitation of Liability
IN NO EVENT WILL PrehKEYTEC OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A PrehKEYTEC REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. PREH'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Preh's liability to you in the event of death or personal injury resulting from Preh's negligence or for the tort of deceit (fraud). PrehKeyTec GmbH is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries. 
The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). PrehKeyTec GmbH and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

 7 Governing Law
This Agreement will be governed by and construed in accordance with the substantive laws in force of the Federal Republic of Germany. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Place of jurisdiction shall be, as far as this forum agreement is legally possible, Frankfurt am Main, Germany.

 8 Term and Termination
This Agreement shall be valid until terminated. PrehKeyTec GmbH shall have the right to terminate this Agreement (a) without cause by providing written notice with a notice period of thirty (30) days or (b) for cause in case you are in breach of any of the terms of this Agreement. In case this Agreement is terminated for cause you undertake to immediately cease all use of the Software and the brand name and upon notification by PrehKeyTec GmbH destroy all copies of the Software in your possession and provide written confirmation thereof. 

 9 Notices 
All notices to be provided under this Agreement shall be in writing and have to be delivered in person, by fax, by registered mail, return receipt requested (notices from PrehKeyTec GmbH to you also by email) and shall be regarded as received by the other party as follows: immediately in case of personal delivery, after five (5) working days in case of delivery by mail, after receipt of the confirmation in case of electronic delivery. Notices to PrehKeyTec GmbH are to be send to the following address: PrehKeyTec GmbH, Scheinbergweg 10, 97638 Mellrichstadt, Germany. Notices from PrehKeyTec GmbH to you will be send to such address as provided by you in connection with this Agreement. You confirm that all personal data privided in connedtion with this Agreement is true and correct at the time it has been provided. 

 10 General Provisions
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Preh. This shall also apply to the waiver of the written form requirement itself. This is the entire agreement between PrehKeyTec GmbH and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. 
If you have additional questions with regard to this Agreement or require additional information from PrehKeyTec GmbH, please contact the customer service under http://www.PrehKeyTec.com.

