License¶
ControlGuard vX is covered by the below propriatery software license:
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| PROPRIETARY SOFTWARE LICENSE AGREEMENT |
| |
| Exosys Sàrl |
| Route du Champ de la Grange 18 |
| 1966 Ayent, Switzerland |
| UID: CHE-272.220.665 |
| Website: https://www.exosys.ch |
| |
| Copyright © 2025 Exosys Sàrl. All rights reserved. |
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1. DEFINITIONS
"Software" means the proprietary software product named ControlGuard
vX, including all accompanying object code, source code (if provided),
documentation, updates, and upgrades delivered under this Agreement.
"Licensee" means the individual or legal entity that has lawfully
obtained a copy of the Software.
"Exosys" means Exosys Sàrl, a Swiss limited liability company with
registered office at Route du Champ de la Grange 18, 1966 Ayent,
Switzerland (UID: CHE-272.220.665).
2. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement and payment of
all applicable fees, Exosys grants Licensee a non-exclusive,
non-transferable, non-sublicensable, revocable license to:
a) Install and use the Software on the number of systems specified in
the applicable purchase order or license key;
b) Make one or more backup copy of the Software solely for archival
purposes;
c) Use the accompanying documentation solely in support of the
authorized use of the Software.
This license does not include any right to receive source code unless
explicitly provided under a separate source code license agreement.
3. RESTRICTIONS
Licensee shall not, and shall not permit any third party to:
a) Modify, adapt, translate, reverse engineer, decompile, disassemble,
or create derivative works based on the Software, except to the
extent expressly permitted by applicable mandatory law;
b) Remove, alter, or obscure any proprietary notices, labels, or
marks on the Software or documentation;
c) Rent, lease, lend, sell, sublicense, distribute, or otherwise
transfer the Software or any copy thereof;
d) Use the Software for the benefit of any third party (e.g., in a
service bureau or outsourcing arrangement);
e) Use the Software in any manner that violates applicable laws or
regulations, including Swiss export control laws and EU data
protection regulations (GDPR).
4. OWNERSHIP AND INTELLECTUAL PROPERTY
The Software and all copies thereof are owned by Exosys and/or its
licensors and are protected by Swiss copyright law, the Swiss Federal
Act on Copyright and Related Rights (CopA), international copyright
treaties, and other intellectual property laws. Exosys retains all
rights not expressly granted herein. No title to the intellectual
property in the Software is transferred to Licensee.
5. TERM AND TERMINATION
This Agreement is effective upon Licensee's first use of the Software
and continues until terminated. Exosys may terminate this Agreement
immediately upon notice if Licensee breaches any provision hereof.
Upon termination, Licensee must immediately cease all use of the
Software and destroy or return all copies thereof.
6. LIMITED WARRANTY AND DISCLAIMER
Exosys warrants that the Software will substantially conform to its
published documentation for a period of ninety (90) days from the
date of delivery. Exosys's sole obligation under this warranty is, at
its option, to repair, replace, or refund the license fee paid for
the non-conforming Software.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND. EXOSYS DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
EXOSYS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA,
OR USE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. EXOSYS'S TOTAL
LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY
LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE
CLAIM.
8. EXPORT COMPLIANCE
Licensee shall comply with all applicable export and re-export
control laws, including the Swiss Ordinance on the Control of
Dual-Use Goods and the U.S. Export Administration Regulations.
Licensee represents that it is not located in any country or on any
list where such export would be prohibited.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the substantive laws of Switzerland,
excluding its conflict of laws rules. Any disputes arising out of or
in connection with this Agreement shall be submitted to the
exclusive jurisdiction of the ordinary courts in Sion, Switzerland.
Notwithstanding the foregoing, Exosys reserves the right to seek
injunctive relief in any court of competent jurisdiction to prevent
breach or continuing breach of this Agreement.
10. MISCELLANEOUS
a) This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior or contemporaneous understandings or agreements;
b) No amendment or waiver of any provision shall be effective
unless in writing and signed by both parties;
c) If any provision is held invalid or unenforceable, the remaining
provisions shall remain in full force and effect;
d) Licensee may not assign this Agreement without Exosys's prior
written consent; Exosys may assign this Agreement without
restriction;
e) Notices shall be sent to Exosys at the address above or via
email to legal@exosys.ch.
END OF AGREEMENT