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Merlin end-user license agreement (EULA), general terms and conditions

The following are the terms and conditions for usage and purchase of software (product) developed by ProjectWizards (Germany). You, the licensee/customer, have to agree to these terms before you may install and use the product. Please use the down-button or the scrollbars on the right side to read the while text.

  1. Subject of this agreement.
  2. Subject of the contract is the permanent licence of the SOFTWARE PRODUCT against a once-only payment. The software product will whether be delivered on a physical data media, via the internet („instant download“) or in a bundle together with an other product (OEM ver-sion). The amendment and development of the SOFTWARE PRODUCT, the software sup-port, the briefing or the execution of trainings as well as the installation of the SOFTWARE PRODUCT are therefore not owed. The SOFTWARE PRODUCT is protected by copyright, trade mark right. All rights on the SOFTWARE PRODUCT as well as on all other documents relinquished within the scope of contract's initiation and implementation are entitled to Pro-jectWizards only as regards the relation of he parties. If there is any other software by another author or publisher on the media that is not directly integrated into the SOFTWARE PRODUCT (e.g. shareware, freeware and demos), this software is subject to the terms and conditions which are displayed during its installation process.

  3. Extend of allowed usage.
  4. ProjectWizards grants you for the duration of this agreement the simple, non exclusive right (called “license” in the following) to use the supplied copy of the SOFTWAREPRODUCT on a single computer at once. You are allowed to make a backup copy necessary for secure operation. which is only intended for backup purposes. These have to be marked accordingly and (as far as technically possible) to mark it with the copyright of the original data media. Possibly delivered instruction manuals may only be copied for internal purposes. Copyright notes, trade marks, other legal reservations, serial numbers as well as other features for program identification may not be modified or garbled. You may only disseminate the software to a third party if it agrees to the further validity of the contract's terms. In case of passing on the software to a third party you are obliged to definitely stop the use of the software and not to retain any copy. You deliver the existing data medias and manual in original to the third party.

    If more than one license of the SOFTWARE PRODUCT has been purchased, you have received the corresponding amount of volumes or a licensecertificate. – In any case these additional licenses are treated as normal single licenses of the SOFTWARE PRODUCT. – No further extended rights of use apply here.

  5. Special limitations and duties of the licensee.
    • All other kinds of use of the software especially the translation, adaptation, the arrangement, other revisions (except the decompilation according to § 69 e of German Copyright Act) and all other distributions of the software (Offline or Online) as well as its leasing and rental are always subject to ProjectWizards's written agreement.
    • The licensee will take adequate action for the case that the SOFTWAREPRODUCT is not - partly or in total - duly working. He will thoroughly test the software for the usability what it is purposed for, before introducing it operatively. Furthermore he will save his data according to best available technology. He shall make sure that the current data of data stocks kept in machine-readable form are reproducible with reasonable effort The licensee shall take reasonable action in order to protect the software against unauthorized access.
    • The licensee is obligated to inspect and examine the software immediately and to object deficiencies in written with detailed description. Condition precedent for remedying defects (see figure 4) is the reproducibility or detectability of the deficiencies. The notification of defects has to contain information on the kind of deficiency, the module in with the deficiency did occur as well as the operations which have been made when the deficiency did occur. The notification of defects has solely be addressed to ProjectWizards.

  6. Warranties and Exclusion Clauses.
  7. ProjectWizards delivers the software to the licensee free of defects of quality and any other faults. Deficiencies which lead to an irrelevant decrease in the use of the software remain out of consideration. Function's damnifications caused by the customer's hardware and software environment, faulty operation, external defective data, malfunctions in computer networks or other reasons resulting from the customer's risk range are no deficiency. ProjectWizards shall not warrant for software modified by the licensee, except the licensee satisfactory shows that the modification is not causal for the deficiency. ProjectWizards gives warranties for defects of quality by post compliance namely to its choice by means of correction or compensation delivery. In particular, the post compliance can be the delivery of a new program version or that ProjectWizards is showing how to avoid the effects of the deficiencies. A new program version also has to be accepted by the licensee if this would cause an acceptable effort for adaption.

    The post compliance in case of defects of other faults is made by ProjectWizards making available a legally unobjectionable usability of the software to the customer. Hereby, ProjectWizards may exchange the concerned software against an equal software corresponding to the terms of the contract if this is acceptable for the licensee. If licensee is charged with the infringement of third party rights licensee shall immediately inform ProjectWizards about this allegation. ProjectWizards will dispute or settle the claim on its own choice and in accordance with the licensee. The licensee may not accept claims of a third party. ProjectWizards disputes the claims of a third party at its own expense and indemnifies the licensee from all costs and damages caused by the dispute of the claim unless they are due to a nonfeasance licensee's behaviour.

  8. Liability.
  9. No matter for which legal reason (i. e. breach of duty, tort), ProjectWizards does only make up for damages or in vain expenses only on the following scale:

    • in case of wrongful intent as well as in case of issuing a guarantee regarding the agreed condition for the full amount;
    • in case of gross negligence to the tune of the typical or foreseeable damage, which should be prevented by the due diligence;
    • in all other cases only if the contractual essential duties have been neglected and in case of default namely on indemnity of the typical or foreseeable damage limited to maximum € 10.000,00 each damage event or to € 20.000,00 for all damage events occurring from this contractual relationship;
    • the legal liability in case of personal injury and according to the product liability act stay unaffected. The object of joint responsibility is open to ProjectWizards;
    • in case of the loss of data is only liable for the damage which occur even if the customer has made a duly data backup.
  10. Limitation of actions.
  11. Claims of the licensee because of defects of quality an other faults become time-barred within one year after delivery. If the fault consists of a right of a third party because of which the software might be demanded for the legal status of limitations do apply. In case of wrongful intent or gross negligent breach of duty the legal status of limitations do apply.

  12. Data Protection.
  13. Hereby, the licensee is informed that ProjectWizards collect, save, process his data and in as much as necessary forward his data to a third party in the necessary scale for the contract's execution and on the basis of the regulation of privacy.

  14. Retailer.
  15. We sell our SOFTWAREPRODUCT to retailers only for the purpose of reselling or distributing the software to end users, according to this agreement. A special agreement is required in order to be allowed to sell the SOFTWAREPRODUCT to end-users.

  16. Final provisions.
  17. Any changes or amendments to this agreement must be in writing. The contracting partners do fulfil this prerequisite also by sending documents as text especially via fax or email unless it is not differently determined for single declarations.

    If one or more provisions of this agreement should be or become invalid or unenforceable, the balance of the agreement shall remain unaffected thereby and remain in full force and effect. In this event, the parties shall substitute the invalid or unenforceable provision by a valid one which as closely as possible achieves the economic purpose of the invalid or unenforceable provision. The same applies in case of any omission in this agreement.

    This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the application of the CISG-rules.

    Court of jurisdiction for all disputes is Osnabrück, if the customer is merchant or if its domicile / branch is abroad.

Melle, Germany, in August 2007