ACAR Learning Technologies GmbH, 8105-Regensdorf, SWITZERLAND

SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE. BY INSTALING, OPENING THE PACKAGE, AND DOWNLOADING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, RETURN THE PRODUCT, OR DO NOT DOWNLOAD THE PRODUCT AND DO NOT INSTALL IT.

Single Server License: ACAR Learning Technologies GmbH (“ACAR”) and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the ACAR WebParts and Solutions (“Software”) in object code form solely on a single central processing unit owned or leased by Customer or otherwise embedded in equipment provided by ACAR.

Enterprise License: ACAR Learning Technologies (“ACAR”) and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the ACAR WebParts and Solutions (“Software”) in object code form: installed on an unlimited number of Servers on a hard disk or another storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee (“Permitted Number of Computers”); or provided the Software is configured for network use, installed on an unlimited number of servers for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or another storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may only use the programs contained in the Software for which Customer has paid a license fee (or, in the case of an evaluation copy, those programs Customer is authorized to evaluate) and for which Customer has received a product license key.

Office 365 licenses for Acar solutions: In this case, the Customer uses an ACAR solution that runs on the client’s Microsoft Office 365 tenant. All office 365 licenses are managed directly with Microsoft Corporation. In this case, ACAR grants the customers the right to use the ACAR solution on the client’s O365 tenant.

Customer may make one (1) archival copy of the Software provided—Customer affixes to such document all copyright, confidentiality, and proprietary notices that appear on the original.

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, THE CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.

The Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and copyrighted material of ACAR.

The customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of ACAR.

The Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with ACAR.

LIMITED WARRANTY. ACAR warrants that for (30) days from the date of shipment of the License Key from ACAR: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under everyday use, and the Software substantially conforms to its published specifications. Accordingly, except for the preceding, the Software is provided AS IS.

This limited warranty extends only to the Customer as to the original licensee. The customer’s exclusive remedy and the liability of ACAR and its suppliers under this limited warranty will be, at ACAR or its service center’s option, repair, replacement, if reported (or, upon request, returned) to the party supplying the Software to Customer.

In no event does ACAR and its suppliers warrant that the Software is error-free or that customers will be able to operate the Software without problems or interruptions. This warranty does not apply if the Software (a) has been altered, except by ACAR, (b) has not been installed, operated, repaired, or maintained by instructions supplied by ACAR, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities.

DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED

TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL ACAR OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA OR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF ACAR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall ACAR’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails its essential purpose.

SOME US STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. The above warranty DOES NOT apply to any beta software, Software made available for testing or demonstration purposes, temporary software modules, or Software for which ACAR does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.

ACAR and its suppliers are not liable for any changes that Microsoft makes on SharePoint or Office 365 Platform. If any systems, features, web parts, or technologies dependent on the correct use of the ACAR Software products are changed, cut, or interrupted as a service or as a feature by Microsoft, ACAR and its suppliers cannot be charged or claimed for refund or replacement. In this case, the SW License with ACAR will expire on the day the change takes place.

This License is effective until terminated. Customers may terminate this License anytime by destroying all copies of Software, including any documentation. For the Support and Maintenance Contract, which is an annual fee the Customer has to pay to ACAR, the termination must be sent as a written notice by email to ACAR that they don’t want to continue with the Support and Maintenance renewal two months before the expiry date of the Support and Maintenance contract.

Software Support and Maintenance Contract/License Key
all clients of ACAR products have to pay a yearly fee for support and maintenance, which is annual and recurrent. The contract is renewed each year automatically. If the client wants to cancel the yearly support and maintenance fee, a written notice by letter or email is requested within a notice period of 2 months by the end of the year.

This License will terminate immediately without notice from ACAR if the Customer fails to comply with any provision of this License. Upon termination, the Customer must destroy all copies of the Software. This License shall be governed by and construed by the laws of Switzerland as if performed wholly within the state and without giving effect to the principles of conflict of law.

If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties concerning the use of the Software.

ACAR Learning Technologies GmbH

Althardstrasse 10 CH  8105 Regensdorf Switzerland  +41 79 218 06 59  www.acar.ch  [email protected]

January 2021