clade.io

End User License Agreement for MIRA Sphere SaaS(“EULA”)
1.

Scope and functions

1.1
This EULA provides the terms and conditions under which CLADE GmbH,Schelztorstrasse 54, 73728 Esslingen am Neckar (hereinafter „CLADE“) licenses its
Mira Sphere SaaS (hereinafter referred to as “Product”) to the customer (hereinafterreferred to as „Customer“) for use with CLADE’s Mira Analyzer against remuneration
for a limited period of time. CLADE’s Mira device consists of the Mira Analyzer, theunderlying Aqua Spec Technology (together hereinafter „Hardware“) and thesoftware running on the Hardware (hereinafter „Firmware“) (both the Hardware andSoftware hereinafter “Analyzer”).
1.2
The Product is a cloud-based software collection that allows for a wide rangeof chemical analyses on chemometric data generated by the Analyzer. It manages
devices and performs evaluations. By accepting this EULA the Customer agrees toits terms and conditions.
1.3
It is exclusively the Customer’s responsibility to meet all requirements
necessary to access the Product and maintain the connection between the Analyzer
and the Product as further explained in the specifications of the Product.

2.

License

2.1
Against full and unconditional payment of the contractual remuneration,
CLADE grants the Customer a worldwide, yet limited, that is to say non-exclusive,
non-transferable and non-sublicensable right to use the Product as defined in its
specification for the term of the contractual relationship between CLADE and theCustomer and exclusively for the business purposes of the Customer.
2.2
The Customer is not entitled to lease or sublicense the Product and/or tocopy, distribute, sell and/or make the Product available to third parties.
Furthermore, the Customer is not entitled to reverse-engineer or reverse-translate
the Product.
2.3. The Customer is not entitled to remove identifiers, trademarks and/or copyrightnotices from the Application, make changes to or manipulate the Product or request
the source code to the underlying software.
2.4
The mandatory provisions of §§ 69 a ff. UrhG (German Act on Copyright andRelated Rights) remain unaffected.

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2.5
When using the Product, the Customer undertakes not to violate applicablelaw and not to infringe third party rights.
2.6
Unless expressly provided in this Section 2, all industrial property rights andcopyrights as well as all associated rights of use in and to the Product fully lie andremain with CLADE.

2.6
Unless expressly provided in this Section 2, all industrial property rights
and copyrights of the Sphere, its contents and spectra database entries as well
as all associated rights of use in and to the Sphere fully lie and remain withCLADE.

3.

Modifications

3.1
CLADE reserves the right to make changes to the Sphere and/or to provide
updates and upgrades for the Sphere (together hereinafter referred to as“Modifications”), but is not obliged to do so. CLADE will inform the customer of available
updates. Updates include, but are not limited to, performance updates (applications toimprove the performance of the Analyzer), and mandatory updates (applications
providing security updates or bug fixes for the Analyzer). CLADE shall inform theCustomer of the type of update available, and the Customer has the option to accept or
decline the update. The performance update might be subject to an additional fee.
Should Customer decline a mandatory update, the Sphere and Analyzer warranties are
no longer valid, and CLADEs liability is excluded.
3.2
With regard to Modifications, all other provisions of this EULA apply
correspondingly.

4.

Limited Warranty

4.1
CLADE provides its Product as is. Statutory warranty provisions relating to thesale of goods do not apply.
4.2
All liability of CLADE for defects in accordance with § 536 a Abs. 1 BGB(German Civil Code) is fully excluded. All mandatory liability as stated in Section 5
remains unaffected hereby.
4.3
In case of errors or bugs in the Product, CLADE will seek to provide bug fixes
or workarounds in due course and remedy such errors or bugs in the following
version of the Product.
4.4
Minor errors of the Product do not affect the performance of CLADE under
this EULA if the overall functionality of the Analyzer and the Product are not
impeded in any way.

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4.5
CLADE does not assume any warranty for the accuracy and/or correctness ofmeasurement results obtained by Customer through the use of the Product.
Likewise, CLADE does not assume any warranty for uninterrupted production to thedegree it is based on the use of CLADE’s Product.
4.6
CLADE’s warranties do not apply to any defects resulting from misuse,neglect, or accident on the part of the Customer, including without limitation: useof the Product in violation of the provisions of this EULA; use of the Product inconnection with hardware, software or products not supplied or authorized by
CLADE; and modification of the Product not authorized by CLADE.

5.

Liability

5.1
CLADE shall be liable without limitation for intentional wrongdoing and grossnegligence as well as in case of injury to life, body or health.
5.2
With regard to ordinary negligence, CLADE shall only be liable in case of
violation of essential contractual obligations. Essential contractual obligations areobligations the fulfilment of which is essential for the proper performance of theagreement and the observance of which the contractual partner may rely on. In
these cases, CLADE’s liability is limited to any direct, contract-typical andforeseeable damages and CLADE is not liable for indirect damages such as the lossof data, inaccuracy and/or incorrectness of measurement results, data network
failures, loss of production and use, loss of turnover, loss of profit, loss of savings
and/or financial loss due to claims by third parties in these cases.
5.3
The limitations or exclusions of liability pursuant to Section 5.2 shall not apply
in case of statutory strict liability (e.g. under the German Product Liability Act)
and/or liability arising from a strict guarantee.
5.4
CLADE shall not be liable for direct and/or indirect damages to the degree theCustomer’s use of the Product violates this EULA, in particular if the damages are dueto Customer's violations under 4.6.

6.

Third Party Rights

6.1
In case a third party asserts claims against the Customer in connection withusage of the Product, CLADE shall indemnify the Customer against such claims.
6.2
CLADE’s indemnification obligation pursuant to Section 6.1 does not apply tothe degree the Customer’s usage of the Product violates this EULA and/or in case
the Customer knowingly or negligently violates applicable law or the rights of thirdparties.

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6.3
CLADE’s indemnification obligation pursuant to Section 6.1 requires that theCustomer immediately informs CLADE of the claims raised by a third party, leaves
the defense of rights to CLADE depending on CLADE's decision and supports CLADE
to a reasonable extent free of charge.

7.

Miscellaneous

7.1
Upon termination of the contractual relationship between CLADE and theCustomer, the Customer is obligated to immediately stop using the Product. CLADE
may block the access to the Product correspondingly.
7.1
Amendments and supplements to this EULA must be made in writing. This
shall also apply to any waiver of this written form clause.
7.3
Should a provision of this EULA be or become invalid, the validity of theremaining provisions shall remain unaffected.
7.4This Agreement shall be governed exclusively by the laws of the Federal
Republic of Germany to the exclusion of conflict of laws’ provisions.
7.5

To the degree permitted by applicable law, the exclusive place of jurisdiction
shall be Stuttgart.

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