KNX Tools Software License Agreement

Software-License Agreement for KNX Tools/January 2019, Version 6.4

General Statement

ATTENTION! PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE:

1. Installing any KNX Tool provided by KNX Association via KNX or other web site or any other storage media.
2. Unlocking any SOFTWARE PACKAGE with a permanent or temporary license key, obtained from KNX Association.

BY PERFORMING ANY OF ABOVE MENTIONED ACTIONS UNDER POINT A OR POINT B YOU CONFIRM THAT YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AND WILL THUS BE DEEMED AS ACCEPTED BY YOU.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT YOU ARE NOT ALLOWED TO INSTALL THE SOFTWARE ENUMERATED UNDER POINT A OR TO UNLOCK THE SOFTWARE PACKAGES ENUMERATED UNDER POINT B IN ANY CASE.

Details

Definitions:

Grant License:

ETS SOFTWARE PACKAGE, ETS Inside SOFTWARE PACKAGE, MANUFACTURER TOOL SOFTWARE PACKAGE and KNX ETS App:

(0)   Provided the Licensee has paid the relevant license fee, KNX Association grants the Licensee a non-exclusive and non-transferable right to use the ETS Software, ETS Inside Software, KNX ETS App or Manufacturer Tool Software according to the terms and conditions stipulated below, and for the purposes and the applications as set out in the Software documentation.

• For a single purchased license type called ‘dongle’ in conjunction with more computers, on which this license can be used individually by plugging the dongle into the related computer

(1)   Provided the Licensee has paid the relevant license fee, the relevant KNX Member according to its own License Agreement grants the Licensee a non-exclusive and non-transferable right to use the Third Party ETS App according to the terms and conditions stipulated below, and for the purposes and the applications as set out in the Software documentation.

• For a single purchased license type called ‘dongle’ in conjunction with more computers, on which this license can be used individually by plugging the dongle into the related computer

FALCON SOFTWARE PACKAGE:

(2)   The Falcon-Software is free of license fees and can be obtained from the KNX. The KNX Association grants the Licensee a personal, non-exclusive and non-transferable right, to reproduce and distribute copies of the Falcon-Software solely to end-users who purchased or obtained the SOFTWARE PACKAGE, which the Licensee created using the Falcon Software.

(3)   The Licensee has the right to moreover use the Falcon Software to produce Falcon based SOFTWARE PACKAGE on behalf of a third party intending to distribute copies of this software product developed by the Licensee to its end-users.

• The Licensee remains solely responsible for support, service, upgrades, and technical or other assistance, required or requested by anyone receiving such Falcon-Software copies or sample applications as part of SOFTWARE PACKAGE created by the Licensee.
• The Licensee shall not use the name, logo, or trademark of the KNX Association, or the Falcon Software, without written permission from the KNX Association.
• The Licensee shall defend, indemnify and hold the KNX Association harmless against any claims or liabilities arising out of the use, reproduction or distribution of Falcon-Software.

Withdrawal

The Licensee acknowledges that the right of withdrawal from the purchase of the Software is lost as soon as the dongle is activated in the online MyKNX platform, in this way unlocking the installed Software for further use by the Licensee.

In case the Software has not been activated in the MyKNX Platform and if the Licensee wishes to opt to withdraw from the purchase of the Software, a request shall be filed with KNX Association within fourteen (14) days after the purchase of the Software. After acknowledgment of this request by KNX Association, the Licensee shall return the dongle to KNX Association. After reception of the dongle, KNX Association will proceed to the refund of the paid License fees.

Limitation on use:

The Licensee does not have the right to reverse engineer or otherwise reconstruct the source code of the Software or any part of it or make further copies of the Software and/or the Software documentation or parts thereof.

The Licensee does not have the right to rent, lease, sub-license, sell, distribute, loan or otherwise let out the Software to third parties; additionally to - copy, modify, adapt, merge, translate or create derivative works based on the whole or any part of the Software; except with written approval by KNX Association.

The limitation for copying, distribution and creating derivative works does not apply for KNX projects created with the ETS-software and ETS Inside software, e.g. a KNX project export executed by means of ETS or ETS Inside, a project print out or a backup of KNX projects.

The limitation for copying, distribution and creating derivative works does not apply for KNX projects exported with the ETS-Software, ETS Inside Software, e.g. a KNX product export executed by means of ETS or ETS Inside or a backup of KNX product data.

The limitation for copy, distribution and create derivative works does not apply to the Falcon-Software. In this case, copying, distribution or usage in own created SOFTWARE PACKAGE’s is allowed according the conditions as set out in chapter ‘Grant license’, part (1). Other limitations stated above however remain untouched.

The Licensee may copy the Software in part or in whole on another medium only for back-up and/or recovery purposes. The Licensee moreover accepts to only use KNX/EIB registered and/or certified products in projects realized with the Software. The limitation related to registered and certified products does not apply for the function available in the Manufacturer Tool Software for the creation and testing of not yet registered and uncertified products in the ETS-Software and ETS Inside Software.

It is possible to transfer the license from a current licensee to a third party, provided that the ETS or ETS Inside License Transfer form is duly signed by the original licensee. Once the signed ETS or ETS Inside License Transfer form has been duly confirmed by KNX, all rights and duties expressed in this KNX Tools Software License Agreement are transferred to the new licensee (the third party), whereby the original licensee renounces every right expressed in this license agreement.

The licensee agrees not to use the acquired software to the detriment of the KNX system. This applies especially for the Falcon library, which the licensee has acquired for himself or on behalf of third parties for a development for his own account or for that of others.

Property, Secrecy:

Both the Software and the Software documentation are company secrets of KNX Association and/or its licensors and/or protected by copyright and other rights, of which KNX Association and/or its licensors remain the owners. KNX Association and/or its licensors are the owner of the title, copyright and all other proprietary rights in each SOFTWARE PACKAGE and all parts and copies thereof remain vested in KNX Association and/or its licensors.

The Licensee acquires no title, right or interest in the SOFTWARE PACKAGE other than the license rights granted herein.

The Licensee will not remove any trademark, trade name, or copyright notice from SOFTWARE PACKAGE or copies thereof received under this Software License Agreement and from any back-up copy and/or any portion merged into other programs

Confidentiality:

The SOFTWARE PACKAGE is delivered to the Licensee on a confidential basis and the Licensee is responsible for taking all steps necessary to ensure the continued proprietary and confidential nature of these both packages. In particular, the Licensee shall not disclose, sublicense, rent, assign, lease or transfer under any form the SOFTWARE PACKAGE to any third party.

Changes, updates:

The SOFTWARE PACKAGE is subject to changes by KNX Association and/or the KNX member. This Software License Agreement does not grant the Licensee any right to or license for any improvements, modifications or updates to the Software or Software documentation or other support services. The Licensee can purchase such support services against payment at KNX Association or at the KNX member.

Guarantee:

The Software and the Software documentation are delivered to the Licensee in the indicated version. In case of grant a permanent license key for the Software the guarantee period of the Software is six (6) months, starting with the date of sending of the permanent license key itself.

For Software, which will be not licensed with a license key KNX Association will not grant any warranty.

For third party ETS Apps, the warranty is given in the License Agreement of the KNX member and the further paragraphs in this clause ‘Guarantee’ do not apply.

The Licensee shall report any possible defects immediately to KNX Association in writing, i.e. all immediately identifiable defects within ten (10) days after delivery. If no written complaints are submitted within the specified delay, claims for such defects can no longer be derived against KNX Association.

During these six (6) months, KNX Association guarantees the following: the proper replacement of the Software in case of guaranteed defects; that the respective version of the Software operates according to the included Software documentation and can be run on computers complying to the system requirements given by KNX Association. The guarantee is ensured by a substitute delivery of the Software as Licensee’s sole and exclusive remedy.

If the substitute delivery does not reach the Licensee or if the delivery cannot be ensured within thirty (30) days, the Licensee has the right to request the cancellation of the Software License Agreement or a rebate on the paid license fees. No guarantee is made that the Software or its data structures are free of bugs. The guarantee neither applies to failures arising from improper handling or any other reasons out of the influence of KNX Association and without written consent by KNX Association. Any other guarantees are excluded. After the binding conclusion of the License Agreement, returning and/or refund of the license fee – for whatever reason - are excluded.

Limitation of liability for direct and consequential damages:

KNX Association SHALL NOT IN ANY CASE BE LIABLE FOR DIRECT AND INDIRECT DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER COURSE OF ACTION, EXCEPT AS PROVIDED FOR IN THIS SOFTWARE LICENSE AGREEMENT. IN ANY EVENT KNX Association’s LIABILITY SHALL NEVER EXCEED THE LICENSE FEES PAID BY LICENSEE.

For third party ETS Apps, the limitation of liability is stated in the License Agreement of the KNX member.

Price conditions and terms of payment:

All prices are subject to the respective applicable V.A.T. Payments shall be made by Licensee within thirty (30) days after the date of the invoice, without discount, net cash. Any invoice not paid on the due date will legally be increased with the central bank discount rate increased by 2%, calculated on a daily basis as of the due date until complete reception of all amounts due. The pursuit of any further specific claims remains reserved.

Governing Law and dispute:

This Software License Agreement shall be governed by and shall be construed in accordance with the Belgian Law without regard to any conflict of law’s provisions. The courts of Brussels (Belgium) have the exclusive jurisdiction for the resolution of all disputes or controversies between KNX Association and Licensee.

Duration and Termination:

This Software License Agreement shall remain in force until terminated as provided below.

This Software License Agreement and the license granted herein may be terminated by KNX Association upon 15 (fifteen) days prior written notice to Licensee in case of breach by the Licensee of any provision of this Software License Agreement.

The Licensee has the right to terminate at any time and for any reason the Software License Agreement.

Licensee shall not have any right to any indemnity or payment of compensation or damages in the event of termination of this Software License Agreement.

The termination shall not release the Licensee from its obligation to pay any license fees accruing up to the effective termination date.

Upon termination of this Software License Agreement for any reason the Licensee will refrain from any use of the SOFTWARE PACKAGE and the Software and the Software documentation as well as the granted license key shall be immediately and without prior request returned by registered letter in full to KNX Association. Any copies of the granted license key and/or the SOFTWARE PACKAGE mentioned above shall be destroyed. This provision does not apply to Falcon Runtime Licenses. In any case the provision regarding the confidentiality shall survive the termination of this Software License Agreement.

Miscellaneous:

The invalidity of any provision of this Software License Agreement shall not affect any other part of this Software License Agreement. This Software License Agreement constitutes the complete and exclusive statement concerning this Software License Agreement between the parties. This Software License Agreement may not be altered, amended or modified except by written confirmation.

As regards privacy, reference is made to the general privacy statement of KNX Association that can be consulted on the KNX Association website. The Licensee herewith confirms that he is aware that by obtaining a license from KNX Association and the obligatory creation of a MyKNX account, KNX Association is entitled to establish further contact with him, whereby the Licensee at any time has the choice to opt out of any further communication.

The Licensee agrees that in case of third party ETS Apps, KNX Association has the right to pass on his personal details to the relevant KNX member for further contact between him and the Licensee. The processing of these personal details by the relevant KNX member and the options to opt out of any communication between the Licensee and the KNX Member is given in the License Agreement of the relevant KNX member.

Exceptions:

All rights not explicitly expressed by this Software License Agreement are reserved.