End User License Agreement (EULA)

between HELLA Aglaia Mobile Vision GmbH (hereinafter “HAGL”) and the user (hereinafter “Licensee”).

1. Preamble

1.1. HELLA Aglaia Mobile Vision GmbH (hereinafter referred to as “HAGL”) provides free firmware, updates (hereinafter referred to as “Software“) and additional information in relation to the Software or HAGL’s products, such as handbooks, (hereinafter referred to as “Additional Information”) for download in the access protected customer area on the website people-sensing.com. All Software is provided in object code only.

1.2. This user license agreement (hereinafter referred to as “Agreement”) is between you and HAGL and governs the use of Software and Additional Information provided by HAGL in the access protected customer area. By accepting this Agreement by clicking a box indicating Licensee’s acceptance you agree to the terms of this Agreement. If the Agreement is entered on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. In this case you shall refer to such entity and its affiliates.

2. Grant of License

2.1. HAGL hereby grants to you a non-transferrable, non-exclusive, perpetual, worldwide right to use the Software and Additional Information with HAGL’s products. The license is limited to use the Software and Additional Information with HAGL’s products. You acknowledge that you only receive the license rights expressly granted under this Agreement, and that no other right to, title or interest in Software or Additional Information, or any copyright, trademark, patent, trade secret or other proprietary right in the Software, is provided to you by HAGL.

2.2. You are not permitted in particular, and the License shall not include the right to

2.2.1. access, modify or otherwise use the source code of the Software,

2.2.2. disassemble, decompile or reverse-engineer the Software (except as permitted by mandatory law),

2.2.3. distribute, transmit, publish, modify, transfer, assign, offer for sale, or otherwise commercialize the Software or Additional Information, except the rights granted under Clauses 2.1.

2.2.4. register, apply for or otherwise claim any intellectual or industrial property rights in relation to the Software.

2.3. You acknowledge that the Software – including its future versions – and Additional Information are copyrighted and represents intellectual property of HAGL.

3. Free and Open Source Software / Third Party Code

3.1. The Software contains free and open source components (hereinafter referred to as „FOSS“). FOSS is licensed exclusively in accordance with the respective license terms of the FOSS, which are listed within the Licensed Product. For clarification, it is stated that the restrictions set out in these license conditions – for example, prohibition of reverse engineering – do not apply if and to the extent that the actions excluded by these restrictions (e.g. reverse engineering) are required by the license conditions applicable to FOSS. For clarification, the parties state that no patent license is granted to you under these license conditions. The rights granted under this license are limited exclusively to copyrighted rights of use.

3.2. This product may contain software that is licensed under the LGPLv2, or other FOSS. All contained FOSS is delivered for free and is not included in the sales price of the product. HAGL will provide everyone with the source code of those parts of the software that are covered by open source licenses. In order to request a copy of the source code, you shall write an email to opensource-aglaia@hella.com. In your request, please specify the name of the product for which you need the source code and indicate how HAGL can contact you. The offer is valid for three years, starting from the date of publication of this release. HAGL reserves the right to charge you with an adequate small fee for covering HAGL’s handling and shipping expenses.

4. Warranty / Liability

Software and Additional Information is provided by HAGL „as is“ and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. HAGL shall not be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this Software and Additional Information, even if advised of the possibility of such damage, in no event. This limitation of liability does not apply in the case of intent or gross negligence or in the case of injury to life, limb and health. Claims under the Product Liability Act (ProdHG) shall remain unchanged.

5. Non Disclosure and Confidentiality

5.1. „Confidential Information“ means any and all information (in whatever form or format) disclosed by a Party or its agents or advisers to the other Party under or in connection with this Agreement and shall also include without limitation all information (i) relating to or comprised in the Software, (ii) details of this Agreement and (iii) the fact that the Parties cooperate as specified in this Agreement.

5.2. Each Party hereby undertakes to the other Party that it shall except as provided otherwise in this Agreement during the Term and thereafter

5.2.1. keep confidential all Confidential Information,

5.2.2. not without the prior written consent of the other Party disclose the Confidential Information either in whole or in part to any third party and

5.2.3. use the Confidential Information only for the purposes specified in this Agreement and not otherwise for its own benefit or the benefit of any third party.

5.3. A disclosure of Confidential Information to affiliated companies of the receiving Party and to such Party’s and such affiliates‘ employees/representatives shall be permissible on a have a „need-to-know“-basis and the prior written approval by HAGL.

5.4. When disclosing Confidential Information in accordance with Clause 6.3 the disclosing Party shall inform the recipient of the Confidential Information of the confidential nature of the information before disclosure and shall procure that such recipient treats the Confidential Information confidentially in accordance with the requirements of this Clause 6.

5.5. Information disclosed to a Party shall not be deemed Confidential Information if

5.5.1. such information has also been obtained by such Party from a third party who lawfully possesses and has lawfully disclosed such information; or

5.5.2. such inform8ation is in the public domain other than as a result of its disclosure by the receiving Party or its representatives in breach of this Clause 6; or

5.5.3. is already known to the Party receiving Confidential Information prior to the conclusion of the Agreement or became known to the receiving contracting party at a later date without breaching the Agreement; or

5.5.4. was developed independently from the protected Confidential Information; or

5.5.5. has to be disclosed pursuant to administrative or juridical actions or pursuant to compulsory regulations provided that the other party had been informed about the duty of disclosure in good time; or

5.5.6. the Parties agree in writing is not confidential or may be disclosed.

5.6. The obligations established in this Clause 7. shall continue to apply for a period of five years following expiry/termination of this Agreement.

6. Term and termination

6.1. This Agreement shall become effective upon your acceptance according to Clause 1.2 and shall remain in effect until terminated by either Party.

6.2. Following the effective date of a termination you shall no longer have the right to use or access any of the Software or any Information (including Confidential Information) that HAGL makes available under this Agreement. You shall be obliged to delete any of the aforesaid from its systems and provide written confirmation to HAGL about the deletion if requested. The following provisions shall survive any termination or expiration of the Agreement: Clauses 5 and 6.

7. Miscellaneous

7.1. You may not assign any of your rights or obligations hereunder, whether by operation or by law, without prior written consent of HAGL.

7.2. HAGL may update or modify this Agreement from time to time. If HAGL modifies the Agreement during the subscription term, the modified version will be effective upon the next renewal of the license.

7.3. This Agreement and any disputes arising under or in connection with this Agreement or its validity shall be governed by German law excluding its conflict of law terms and the UN Convention on Contracts regarding the International Sale of Goods (UN CISG). The exclusive place of jurisdiction shall be Berlin.

7.4. If a provision of this Agreement should be or become invalid or not contain a necessary regulation, the validity of the other provisions of this Agreement shall thereby not be affected. The invalid provision shall be replaced and the gap be filled by a legally valid arrangement which corresponds as closely as possible to the intentions of the Parties or what would have been the intention of the Parties according to the aims of this Agreement, had they recognized the invalidity/gap.


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