phm world ltd

Licensing Terms and Conditions

Version 1.0 / October 2021

«You» and «your» in this document refers to the individual or entity that ordered software from phm world AG (CHE-115.204.799), CH-2505 Biel/Bienne, Switzerland.

1. License Scope

1.1    Grant of License

1.1.1 Trial License

During a one-time period of 30 days, starting with the day of the download of the Software (the «Trial Period«), phm grants to you a non-exclusive, revocable and non-transferable, non-sublicensable, limited right to use, execute and perform phm’s software program (the »Programs») and the tutorial and other technical documentation made available by phm (collectively, the »Documentation»), solely for the purpose of internally evaluating the suitability of the Software for your internal business purposes (the «Trial License«). The Trial License automatically ends at the end of the Trial Period. Any use of the Software after the Trial Period requires a Full License as set forth below. The following Licensing Terms and Conditions fully apply also to the Trial License.

1.1.2 Full License

Upon phm’s acceptance of your order of a Full License, you have, on the terms and conditions set forth herein, a perpetual, non-exclusive, non-transferable, non-sublicensable, limited right to use, execute and perform the Software.

1.2    Purpose of License

You and your employees may use the Software solely for your own internal business purposes in accordance with these Licensing Terms and Conditions. Any use of the Software for third parties, whether commercial or non-commercial, is not permitted.

1.3    License Restrictions

The license granted under these Licensing Terms and Conditions is technically linked to the MAC address of the device on which the Software is first activated using the registration code provided by phm. The Software may, therefore, not be copied. Alteration, translation, decompilation, or reverse engineering of the Software as well as the use of the Software for derivative and collective works is prohibited without the prior express written consent of phm.

A transfer of the Software to another device is permissible with prior written consent of phm. If you wish to transfer the Software to another device, please contact phm at info@phm-world.ch.

1.4    License Controls

To ensure compliance with these Licensing Terms and Conditions, phm or its designated representative shall have the right, exercisable upon reasonable notice, to conduct an inspection and audit of such records, and to obtain true and correct copies of such records, and to obtain such other information as necessary to determine your compliance with these Licensing Terms and Conditions. In addition you will grant phm, at its request and upon reasonable notice, access to your IT system(s) and the IT system(s) of your Affiliates.

2. Ownership, Intellectual Property Rights

phm retains all ownership and intellectual property rights (including without limitation copyrights) to the parts of the Software created and/or developed by phm.

3. Download and Documentation

3.1    Download

Phm provides a download of the Software via FTP or a similar way. phm shall send the information required for such download to your email address as indicated on your order within [10] days after receipt of full Payment.

You acknowledge that the device on which the Software is to be installed needs to be connected to the internet for registration and activation purposes, and each time the Software is used. You agree to the transfer of such data (including personal data of you and/or your employees, MAC and IP addresses, operating systems, hardware specifications etc.) that is necessary to identify you as a lawful licensee of the Software to phm, and to monitor compliance with these Licensing Terms and Conditions. Phm will use such data for identification and monitoring purposes only, and will store such data for term of the License.

3.2    Documentation

phm will provide, in electronic form and/or for download, one full set of all Documentation for each copy of the Programs provided by phm to you hereunder. You shall have the right to copy such Documentation for your own internal use only, but you may not distribute, sell or in any other way commercialize the Documentation, or parts thereof.

4. Price and Payment

4.1.   Price

The Full License of the Software shall be provided on a fixed price basis per workstation on which the Programs are going to be installed, as offered by phm.

4.2    Payment

Payment of the license fees for Full Licenses is required in advance, and the Software and/or the registration codes required to install/run the Software will only be delivered to you after receipt of full payment (see sec. 3.1). Any charges and fees for wire transfer or other charges and fees in connection with the payment will be borne by you.

5. No Warranty/Liability

To the extent permitted by law, THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE SOFTWARE AND OTHER FILES AVAILABLE FOR ONLINE DOWNLOAD ARE PROVIDED »AS IS.»

IN NO EVENT WILL PHM BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, OR ANY LOSS OF PROFITS; REVENUE; DATA OR DATA USE ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Optional Support

Phm does not provide any updates for the Software, nor is phm under any obligation to provide support or maintenance.

Please note however, that you may enter into a separate services agreement with phm should you desire to receive support in using or implementing the Software. For further information, please contact phm at info@phm-world.ch. For any updates to be made under such a services agreement, you will be required to send the Software file, or Software files, to phm, and phm will send you a Software file, or Software files, which will replace the original Software file, or Software files, on your device.

7. Term and Termination

7.1    Term of License

The term of the License shall commence upon the date of Payment and continue in perpetuity unless and until this License is terminated pursuant to the provisions of this Section 7.

7.2    Termination of License

7.2.1 Either party may terminate this License based on the breach of these Licensing Terms and Conditions by the other party so long as the terminating party has given the other party 30 days written notice specifying the circumstances of the breach. The termination shall become effective after the lapse of such 30 days, unless the events or circumstances specified in the notice have been remedied or a plan for remedying them in a prompt and effective manner has been proposed to and accepted by the terminating party and the other party has proceeded diligently to cure.

7.2.2 You agree upon termination of a License to immediately permanently delete the Software and to confirm such deletion to phm in writing within 10 days.

8. License Assignability

The License may not be assigned, rented or leased by you to a third party without prior written approval by phm.

9. Miscellaneous

9.1    Governing Law

The License shall be governed by and construed solely in accordance with the laws of Switzerland without giving effect to the principles of conflicts of law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

9.2    Forum / Venue

You agree to submit to the exclusive jurisdiction of, and venue in, the ordinary courts of at the registered seat of phm world ltd in Biel/Bienne, Switzerland, expressly waiving any other place of venue to which you may be entitled by reason of your present or future domiciles or by any other cause.

9.3    Survival

The provisions of Sections 5, 6, 9.1, 9.2 and 9.5 shall survive termination of the License.

9.4    Amendments

phm may update these Licensing Terms and Conditions from time to time and any changes will be notified to you via the e-mail address provided by you on the order. The changes will apply to the use of the Software after phm has given such notice. If you do not wish to accept the new Licensing Terms and Conditions you should notify phm in writing. If you continue to use the Software after the date on which the change comes into effect, your use of the Software indicates your agreement to be bound by the new Licensing Terms and Conditions.

9.5    Severability

In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of these Licensing Terms and Conditions shall remain valid and enforceable according to its terms. In case of invalidity or unenforceability of a provision, such provision shall be replaced by such valid and enforceable provision having the most similar economic effect.

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