User License-Agreement for User (Licensee) of the Aladin Software

User License-Agreement for User (Licensee) of the Aladin Software

between

J. M. Voith SE & Co. KG (“Voith”) and

You (“User”; and collectively the “Parties”)

This License Agreement is a binding license agreement between the using entity (the “User”) and J. M. Voith SE & Co. KG (“Voith”) regarding the Aladin Software as described in Appendix 1, which is designed and developed by Voith. The Parties agree that the Aladin Software is protected by copyright. A correct installation of the Aladin Software according to the attached documentation is necessary.

1. Activation:
To enable the use of the ALADIN Software it is necessary to activate it as follows:

Registration at Voith by E-Mail under specification of accurate data like User Name, Company, E-Mail address.

By activating or using the ALADIN Software the User is accepting the conditions of this License Agreement. In case the User is not accepting the conditions of this License Agreement he has to delete the program file of his hardware and Voith does not grant any license to the User.

The User is responsible for the correct installation of the ALADIN Software. Voith is not obliged to deliver any updates.

2. License:
Any intellectual property rights of the ALADIN-Software and the SQL database remain with Voith. Voith is only granting the User non-exclusive, revocable, non-transferable royalty-free licenses to use the ALADIN Software in accordance with this License-Agreement. Each license is restricted to named personnel of User (“named user”). Each named user may install the software on different devices (e.g. computer, mobile device). The user may use the software on any hardware at its disposal. If user changes the hardware, however, it must erase the ALADIN Software. The ALADIN Software may only be used for Voith products.

3. Modification of the Software:
Unless permitted by other terms and conditions, no modifications of the ALADIN Software are allowed. The ALADIN Software or parts of it shall not be deleted, copied or changed, any decompiling or disassembling of the ALADIN Software is strictly prohibited.

4. Duration and Termination:
The license is granted from the beginning of the activation for 365 days. The license will be prolonged another 365 days in case of the usage of the ALADIN Software online within this period by the User for another 365 days. In case the User is not using the ALADIN Software within a 365 days period the license expirers with day 365. A notice of termination is not necessary.

Voith has the right to terminate the license anytime without any reason by sending a notice of termination. In this case the license expires 31 days after Voith has sent such notice of termination to the User.

Each Party can terminate this License Agreement without any period of notice if in the behavior of the other Party there is an important reason which substantially undermines the basis of necessary trust of this License Agreement.

The License is solely granted to the User itself, the User has no right to assign or transfer the license to third parties or to grant sublicenses, unless agreed otherwise.

The License will elapse automatically in case of any breach of this License Agreement.

The User shall return to Voith any received hardware and documents including all copies made thereof and all respective electronic data and copies of the software shall be deleted within a period of 3 (three) months after the termination has become effective. The User shall upon request provide Voith with a relevant statement of such actions.

5. Transfer:
The Licenses are user-specific. The User may not transfer the Licenses to any other person or entity without Voith’s prior written approval, at Voith’s sole discretion. In any case such approval will only be granted if the new person or entity employing the ALADIN software executes an according license agreement with Voith.

6. Warranty:
The ALADIN Software provided by Voith shall be in substantial conformance with the software documentation. In case of any discovered defects the User has to notify Voith immediately (within a max. of 8 Business days) about such defects, otherwise any warranty rights are excluded. In case of a defect due to Voith´s fault claimed in time, Voith will either rectify or remedy such defect up to Voith´s choice. If functionality is not substantially impaired, remedy of the defect may also take place by providing a new software version or a work-around, to the exclusion of other remedies in case of defects. The User’s rights due to defects in the delivered ALADIN Software are limited to the rights expressly mentioned above.

Without prejudice to User’s inspection obligations on delivery, User shall notify defects in writing with a comprehensible description of error symptoms. The notification should enable the reproduction of the error.

The Warranty Period shall end [one year] after delivery of the ALADIN Software.

7. Exclusion of Liability:
In case of defects, Voith shall not be liable for any compatibility with hardware or interfaces and does not warrant or guarantee any utility of the ALADIN Software. In particular Voith is not liable for any indirect or subsequent damages due to defects of the licensed ALADIN Software as standstill, loss of profit, facility downtime, loss of interest, loss of reputation, penalty or liquidated damages claims of third parties or any other consequential damages.

Voith is not aware of any rights of third parties which would oppose the utilization purposes of the User. Voith is not liable however for the licensed ALADIN Software being free of rights of third parties.

8. Usage of Data
The Aladin Software is able to read out various data, in particular identification data, configuration data, operating data, fault memory data of the control unit ("Collected Data") from the vehicle and transmit it to Voith via remote transmission. The Collected Data includes machine data, operating data and other diagnostic data as available in the control unit. With regard to the use of the Collected Data, the Parties agree the following:

The Parties agree that User shall be considered the owner of the Collected Data respectively for personal data Controller according to the definition of the GDPR. Voith shall receive a non-exclusive, irrevocable, royalty-free, worldwide right, not limited in time or content to use the Collected Data in any way already known or yet to become known.
Voith or Voith Affiliates may transfer the Collected Data in an aggregated or anonymized form, so that User cannot be identified, to third parties.

The use of the Collected Data includes without limitation, the development improvement and enhancement of products, services and maintenance work, statistical analyses (e.g. durability statistics) as well as data mining and analytics.

The Usage of the data is granted by the User free of charge.

Newly generated data or data bases, which result from the processing and/or analysis of the
Collected Data by Voith (“Generated Data”), will be the sole property of Voith.

User is granted the non-exclusive, non-sublicenseable, non-transferable right to store the Generated Data on its servers and computers.

9. Processing of personal data (Data Protection):
Personal data is collected and processed for the performance of the contract and service that is being provided. This also includes the aspects of IT-security. Personal data in the context of the Aladin software is processed pseudonymously. With regard to this, Voith will be compliant with the legal requirements of data protection and will not disclose any personal data to other parties unless there is a lawful basis, e.g. the consent of the data subject, a legal requirement or a predominantly legitimate interest of the Controller. If User is a legal entity, it will inform his data subjects, as a rule his employees, about the transfer, if they do not already have this information.

10. Jurisdiction:
All disputes arising in connection with the License Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law. The place of arbitration is Frankfurt, Main. The arbitral tribunal consists of 1 arbitrator. The substantive law of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention is applicable. The language of the arbitral proceedings is English.

11. Final Provisions:
Should a provision of this License Agreement be or become null and void, the effectiveness of the remaining provisions shall not be affected. In such a case the Parties shall substitute the ineffective provision by an effective provision, economically with the same contents, as far as possible.