Last updated: November 6, 2023

Alternative Embedded Innovation AG (hereafter “AEI”) Software License Agreement (further referred to “Agreement”) is a legal agreement between you, either an individual or a legal entity (the “Customer”) and Alternative Embedded Innovation AG, or its affiliated companies, hereby granting you a non-exclusive, nontransferable license to use the Product.

AEI and Customer may also be referred to individually as a “Party”, or collectively as the “Parties” throughout this Agreement.

By installing, or using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, or use the Product.

 

1. DEFINITIONS

“Licensed version” means a version of Product that has been licensed for use by an individual, or commercial or non-commercial entity. A licensed version is not free-of-charge and you are not allowed to distribute it in any ways.

“License” means a license that you purchased.

“The License Agreement” means this document. This License Agreement is a legal agreement between you (either as an individual or as a legal entity) and AEI.

“License Key” means the code that is provided by AEI and that needs to be entered into the Software during installation process.

“Order” means the Customer’s quote or order, submitted by AEI, which references the Product, pricing, payment terms, quantities and other applicable terms, as agreed with or, where applicable, established by AEI.

“Product” means the AEI product specified in the Order, including without limitation any updates subsequently provided by AEI at its sole discretion, as well as related documentation.

“Subscription Term” means the period of time during which the Customer is subscribed to the Product, as specified in an Order or Subscription, and which shall begin upon delivery of the License Keys.

“Customer” means any person or entity that accesses or uses our Services in any way, whether or not they register for an AEI account, including you.

 

2. PRODUCT

Use of the Product. Subject to full and timely payment of the fee set forth in the applicable Order or Subscription Fee, AEI grants the Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Users to access and use) the Product, and use applicable documentation for the Customer’s internal business purposes, in the quantity specified in the applicable Order. The Customer shall be responsible for the acts and omissions of the Users.

Professional Services. The Customer may additionally purchase from AEI professional services in relation to the Product as may be made available by AEI to its customers.

 

3. PAYMENT

SUBSCRIPTION [WHERE APPLICABLE]

Subscription Fee

You can access Product for a monthly fee. By signing up for a subscription, you agree that your subscription will be automatically renewed at the end of each paid subscription, unless you cancel it, and you authorize Alternative Embedded Innovation (AEI) AG to charge your account for the renewal term. Deleting the Application from the device does not necessarily result in cancelation of your subscription. The following conditions apply with respect to auto-renewal subscription:

• payments will be charged to your account at confirmation of purchase;
• the subscription will automatically renew, unless you choose to cancel such subscription before the end of the current cycle.

Trial Subscription

If you purchase a subscription that includes a free trial, you will receive access to the Product for the duration of the free trial period. At the end of your free trial period, your account will be charged.

Subscription Cancelation

You may cancel your Subscription renewal by accessing “Manage Subscriptions” page on Customer portal.

Fee Changes

AEI, at its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

AEI will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Product after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Applicable Taxes

Subscription fee is subject to applicable taxes, and will be charged at the same time as the subscription fee.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

 

ORDER [WHERE APPLICABLE]

Subscription Fee

The Customer shall pay the Subscription Fee for each Subscription Term within 30 (thirty) days of the issuance of the relevant invoice. Save for the cases expressly provided for herein, the Subscription Fee is not refundable.

Professional Services Fee

The Customer shall pay the Professional Services Fee within 30 (thirty) days of the issuance of the relevant invoice. Save for the cases expressly provided for herein, the Professional Services Fee is not refundable.

Trial period

Customer may use the Product free-of-charge during Trial period defined in the Order. To continue to use the Product after the evaluation period, Customer must pay in full the fee stated in Order.

Applicable Taxes

Amounts due hereunder are payable without deduction and are net of any tax, tariff, or duty imposed by any government authority, including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If the applicable law requires withholding or deduction of such taxes or duties, (1) the Customer will be liable for compliance with reporting and payment of them, and (2) shall separately pay AEI the withheld or deducted amount.

 

4. LICENSES GRANT

When a license is purchased, you will be provided with a License Key which needs to be entered into the Software.

License can be assigned to a workstation or virtual desktop running Windows, or Linux operating systems (including those deployed in the cloud on Microsoft Azure or Amazon Web Product).

You can install and use one copy of the software on one computer. Before you use the software under a license, you must assign that license to one computer. That computer is the “licensed computer.” A hardware partition or blade is considered to be a separate computer.

 

4.1 LICENSING ACTIVATION

License can be activated in two ways: online and offline. If you decide to activate the license online, the “licensed computer” need to have internet access during the installation. In this case technical information will be sent to AEI. By choosing the online activation, you consent to transmission of this information.

If you decide to activate the license offline, you need to contact AEI support team to obtain offline activation file.

 

4.2 LICENSING CONDITIONS

You may not:

1. modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the software or the accompanying documentation.
2. rent, transfer or grant any rights in the software or accompanying documentation without the prior, express written consent of AEI;
3. remove any proprietary notices, labels, or marks on the software and accompanying documentation.
4. install and use the license on several computers at the same time.

If the licensed computer is damaged, lost or stolen you need to notify AEI immediately and you will be issues new license at no extra charge.

You can:

1. Transfer the license to another computer.
2. Activate the license on a new computer if the licensed computer is damaged, lost or stolen.
3. In both cases, AEI will issue new license key and the license that was assigned to the former licensed computer will no longer be valid.

Your rights to use the software are limited to the subscription period. You may have the option to extend your subscription. If you extend your subscription, you may continue using the software until the end of your extended subscription period. After the expiration of your subscription, the entire software may stop running.

 

5. SUPPORT SERVICES

AEI provides you with Support services related to the Product. Any user who has purchased a licensed version of the Product gets free access to the Updates and Support services during the subscription term.

Use of Support services is governed by the AEI policies described in the user manual, in the online documentation, and/or other materials provided by AEI, which may be modified from time to time.

Any supplemental Software code and/or other materials provided to you as part of the Support services shall be considered as part of the Product and subject to the terms and conditions of this Agreement. With respect to technical information that you provide to AEI in connection with the Support services, AEI may use such information for its own business purposes, including for product support and development. AEI will not utilize any such technical information in a form that personally identifies you.

AEI technical support service covers any issues regarding installation, update, operation, or uninstallation of AEI software and any of its components. Technical support does not cover:

1. issues regarding customer hardware or network infrastructure,
2. issues that can arise when running AEI on a computer with unsupported OS or when minimal system requirements for stable operation of AEI software are not met,
3. issues arising from Customer’s requirement for new features. Any such issue will be separately negotiated as a part of additionally purchased professional services provided by AEI.

 

6. INTELLECTUAL PROPERTY & FEEDBACK

Intellectual Property Rights to the Product. Save for the rights expressly granted herein, AEI retains all right, title, and interest in and to the Product and the Documentation. Nothing in this Agreement shall (a) transfer ownership of any intellectual property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

Feedback. AEI has not agreed to and does not agree to treat as confidential any suggestion or idea for improving or otherwise modifying any of AEI’s products or services (the “Feedback”) the Customer or its Users provide to AEI, and nothing in this Agreement or in the parties’ dealings arising out of or related hereto will restrict AEI’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer or the User in question.

 

7. CONFIDENTIALITY OBLIGATIONS

Confidential Information. The “Confidential Information” refers to the following items: (a) intellectual property of the disclosing Party or its Affiliates; (b) all technology, products and services of the disclosing Party or its Affiliates; (c) any technical or technological information which relates to the disclosing Party or its Affiliates; (d) any document marked or information orally designated by the disclosing Party as “Confidential” at the time of disclosure; as well as the (e) other non-public, sensitive information the receiving Party should reasonably consider a trade secret or otherwise confidential.

The Confidential Information does not include information that: (a) is in the receiving Party’s possession at the time of disclosure; (b) is independently developed by the receiving Party without use of or reference to the Confidential Information; (c) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (d) becomes known publicly, before or after disclosure, other than as a result of the receiving Party’s improper action or inaction; or (e) is approved for release in writing by the disclosing Party.

This Agreement does not transfer ownership of the Confidential Information or grant any license thereto. The Parties retain all right, title, and interest in and to all of their Confidential Information.

Non-Disclosure. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the Purpose and shall not, without the disclosing Party’s prior written consent, disclose such Confidential Information to any third party, except for the employees, advisors, consultants, and agents of the receiving Party who need to know such Confidential Information in order to facilitate the Purpose (provided, however, that such party is bound by obligations of confidentiality substantially similar to those contained herein).

Notwithstanding the foregoing, either Party may disclose the Confidential Information of the other Party as required by applicable law or by a proper authority, provided the Party gives prompt notice of any such demand to such other Party and reasonably cooperates with it, at such other Party’s expense, in any effort to seek a protective order or otherwise to contest such required disclosure.

The receiving Party shall: (a) protect the Confidential Information of the disclosing Party with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care; and (b) promptly notify the disclosing Party of any misuse or misappropriation of the Confidential Information that comes to its attention.

Termination & Return. With respect to each item of the Confidential Information, the obligations of this Section will terminate 3 (three) years after the date of disclosure; provided that such obligations related to the Confidential Information constituting the disclosing Party’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of the Agreement, either Party shall return all copies of the Confidential Information of the other Party to such other Party or certify, in writing, the destruction of all copies of the Confidential Information.

 

8. INDEMNIFICATION

Customer shall indemnify, defend, and hold Company and each of its directors, officers, employees, agents and assigns harmless from and against against any and all claims, losses, damages and expenses (including attorneys’ fees), meaning any claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Product. Indemnified Claims include, without limitation, the claims: (a) brought by the government entities, and Customer’s Users and Affiliates; (b) related to the Customer Data, including without limitation unauthorized disclosure or exposure of the Customer Data; and (c) concerning violation, misappropriation or infringement of a copyright, trademark, trade secret, caused by the Customer use of the Product.

 

9. WARRANTIES AND DISCLAIMERS

From the Customer. The Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations hereunder, and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Product; and (c) it is a corporation, the sole proprietorship of an individual 18 (eighteen) years or older, or another entity authorized to do business pursuant to the applicable law.

Warranty Disclaimers. THE CUSTOMER ACCEPTS THE PRODUCT “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AEI: (A) HAS NO OBLIGATION TO INDEMNIFY OR DEFEND THE CUSTOMER OR ITS USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (C) DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

LIMITATION OF LIABILITY. IN NO EVENT SHALL AEI, OR ITS AFFILIATES BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE, ACCESS OR USE OF THE PRODUCT, AND THE INFORMATION CONTAINED IN OR COMPILED BY THE PRODUCT, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE AEI OR A THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT WILL THE AEI OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE ACCESS OR USE OR INABILITY TO ACCESS OR USE THE PRODUCT, OR THE INCOMPATIBILITY OF THE PRODUCT WITH ANY HARDWARE SOFTWARE OR USAGE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL AEI TOTAL LIABILITY TO THE CUSTOMER FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT DURING THE 12 (TWELVE) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

If applicable law limits the application of the provisions of this Section, AEI’s liability will be limited to the maximum extent permissible.

 

10. TERM AND TERMINATION

Termination. The term of this Agreement (the “Term”) will commence on the date the Customer indicates its consent herewith and continue for the Subscription Term set forth in the applicable Order(s). The Term will renew for each successive period, unless either Party refuses such renewal by written notice at least 30 (thirty) days before the renewal date.

Termination for Cause. Either party may terminate this Agreement by written notice to the other Party, effective in 30 (thirty) days and such termination will not constitute a breach of the Agreement, if: (a) the other Party materially breaches this Agreement and such breach will not be cured within the reasonable term (in case the breach is not subject to cure, the termination shall be effective immediately); (b) the other Party commences bankruptcy or dissolution proceedings, or has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business; or (c) required to do so under applicable law or regulation.

AEI has the right to terminate this Agreement or suspend the Customer’s access or use to the Product or Professional Services provided hereunder upon prior written notice to the Customer if there is a payment overdue by the Customer for more than 15 (fifteen) days. AEI will promptly reinstate Customer’s access and use of the Product or provision of the Professional Services once the issue has been resolved.

Effects of Termination. Upon termination of this Agreement, the Customer shall cease all use of the Product. The following provisions will survive termination of the Agreement: (a) any obligation of the Customer to pay the fees incurred before termination; (b) Articles and Sections 6 (Intellectual Property & Feedback), 7 (Confidentiality Obligations), 8 (Indemnification), 9 (Warranties and Disclaimers); and (c) any other provision of this Agreement that must survive to fulfil its essential purpose.

 

11. MISCELLANEOUS

Independent Contractors. The Parties are independent contractors and shall so represent themselves in all regards. Neither Party is the agent of the other, and neither will have the right, power or authority to obligate or bind the other in any manner whatsoever.

Notices. AEI may send written notices pursuant to this Agreement to the Customer’s email contact points provided by the Customer, and such notices will be deemed received 24 (twenty four) hours after they are sent. The Customer may send notices pursuant hereto to info@alternative-embedded.com, and such notices will be deemed received 72 (seventy two) hours after they are sent.

Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

Governing Law and Jurisdiction. This Agreement and all claims arising out of or related hereto will be governed solely by the internal laws of Switzerland. The sole, exclusive and mandatory venue for any disputes arising from or concerning this Agreement shall be in the courts located in Zurich, Switzerland. The parties hereby consent to trial without a jury on all matters litigated in connection with this Agreement.

Assignment & Successors. The Customer may not assign this Agreement or any of its rights or obligations hereunder without AEI’s express written consent. Except to the extent forbidden in this Section, this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

Entire Agreement & Amendment. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.

AEI may amend this Agreement from time to time by posting an amended version at https://alternative-embedded.com/agreement and sending the Customer related written notice. Such amendment will be deemed accepted and become effective 30 (thirty) days after such notice (the “Proposed Amendment Date”) unless the Customer first gives AEI written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of the Customer’s next Subscription Term following the Proposed Amendment Date, unless the Customer first terminates this Agreement.

Contact Information. Should you have any questions concerning this Agreement contact us at info@alternative-embedded.com.