StateMonitor Software Terms and Conditions: Digital Shop Floor (Version: August 2021)
1. Software
The following terms and conditions apply to all software products(hereinafter referred to as “Software”) from DR. JOHANNESHEIDENHAIN GmbH (hereinafter referred to as “HEIDENHAIN”) thatare specified in a quotation under these terms and conditions.
A user is any legal or natural person who uses the software in theperformance of professional or other activities on a commercial or
freelance basis. The software is not intended for private use. Any
conditions stipulated by the user will not become terms of theagreement, even if they are not expressly excluded by HEIDENHAIN.
Subject to any deviating provisions within these conditions, thedownload, installation, and any other use of the software will constitutethe user’s consent to these terms.
The software will be provided to the user in the version designated in
the quotation under these terms. This does not imply any obligation on
the part of HEIDENHAIN to provide new program versions, updates,
and/or upgrades. Periodic software maintenance and support requirea separate agreement. The conditions detailed below also apply to all
updates and upgrades of the software.
2. Rights and scope of use
2.1 Types of licenses
The scope of use and duration of use conform to the type of licenseacquired by the user. The type of license arises out of the quotation
under these terms:“Trial license” refers to a license for a limited period as stated in thecorresponding quotation. This license is for the use of the software ata specified corporate site and is issued solely for evaluation purposes.
The concurrent operation of multiple instances of the software requires
the prior written consent of HEIDENHAIN.
“One-time license” refers to a license for operation of the software at a
specified corporate site for an unlimited period. The concurrent
operation of multiple instances of the software requires the priorwritten consent of HEIDENHAIN.
“Rental license” refers to a license for operating the software at a
specified corporate site for a limited time as stated in a quotation.
Maintenance in accordance with separate maintenance conditions is
included. In case of contradictions between the StateMonitor Software
Terms and Conditions and the StateMonitor Maintenance Terms andConditions, these Software Terms and Conditions have precedence.
The concurrent operation of multiple instances of the software requires
the prior written consent of HEIDENHAIN.
2.2 The software will be provided to the user for its proper and intended
use either on a data carrier or for download. The software is provided
solely in machine-readable form (machine code). The user is notentitled to receive the source code.
2.3 Hardware and system requirements
The user will be notified of the system requirements needed for use of
the software. The user is solely responsible for fulfilling these system
requirements. Because HEIDENHAIN cannot test the functionality ofthe software under all possible conditions of use, the user is also
solely responsible for testing the software in a secure and shielded
testing environment prior to using the software in his productive
environment. This same condition also applies prior to the installationof updates and upgrades. Updates and upgrades (including thosewithin the same software version) may change the hardware
requirements.
Furthermore, HEIDENHAIN expressly reserves the right to modify the
structure of the database (including the external reporting database)within the scope of an update without prior notification. Any costs
arising therefrom (e.g., for systems created by the customer) cannot
be invoiced to HEIDENHAIN.

2.4 Restrictions of use
2.4.1 Use for data backup
The software is not designed for use in systems used for the seamlessbackup of data. The software is expressly not designed for operation
on a highly available computer cluster. Therefore, the seamlessdocumentation or backup of data is not included in the agreed
characteristics of the contractually covered software. Any use of thesoftware as a means of data backup, as well as any decisions madebased on it, are at the sole risk of the user.
2.4.2 Special applications
The use of the software in applications in nuclear power plants,
aircraft, and spacecraft, as well as in medical applications in which
persons may be injured, requires the prior written consent of
HEIDENHAIN.
2.4.3 Online operation
The software is not tested and released for use in an Internet
environment but rather solely for operation within the company’s own
intranet.
2.4.4 Beta versions and release candidates
For software products designated as beta versions or releasecandidates (RC), the following special conditions apply: software
products designated as beta versions or release candidates (RC) areprovided to the user free of charge, expressly as unfinished software
versions still under development, and exclusively for trial andevaluation purposes. Any use for other purposes, in particular for
productive purposes in or as part of production systems, is expressly
prohibited.
The user shall ensure that, by using beta versions or releasecandidates (RC), no systems are affected that are in any way relevantto the safety of persons or goods.
HEIDENHAIN expressly emphasizes that the provided software does
not contain all of the software functions intended for the final version.
Accordingly, the user is not entitled to his given task being solvablewith the beta version of the software.
Furthermore, it is not guaranteed that the functionality contained in
the beta version / release candidate (RC) version will also be part of a
final version.
Accordingly, the user hereby acknowledges that beta versions /release candidate (RC) versions of the software are made available
without any guaranteed characteristics, intended use, or promises
relating to safety whatsoever. Therefore, any information about thesoftware is non-binding, even when otherwise stated. In addition, any
suitability for the common use and usual characteristics is ruled out.
Consequently, no corresponding warranty or guarantee can be
granted for this software. Furthermore, this means that any suchliability of HEIDENHAIN in case of damage will already be excluded
due to the lack of any breach of a corresponding obligation. The useof the abovementioned software is solely at the user’s own risk.
If HEIDENHAIN is held liable by a third party because the third party
has suffered damage, then the user shall indemnify HEIDENHAIN
against all justified claims resulting from this liability.
2.5 IP rights
The software is protected by copyright.
Subject to the payment of the agreed license fees, HEIDENHAIN
shall grant the user the non-exclusive, non-transferable right to theintended use of the software for the purpose for which the software
was intended and provided by HEIDENHAIN.
The user may operate the software solely at the site stipulated in thecorresponding quotation.
Any further transfer of the software requires the prior written consent
of HEIDENHAIN.
Unless otherwise agreed (e.g., in accordance with the following
sections), the user may use the software on any suitable hardware

available to him within the company’s own intranet. Simultaneous useof the software by the user is permitted (e.g., for use by multiple
members of his staff). The provided software may also be used withina corporate network.
The software will be protected by a suitable software protection
module (hardware- or software-based). This software protection
module represents and restricts the right of use of the software. The
loss of or damage of a software protection module amounts to aforfeiture of the right of use. HEIDENHAIN is not required to replace alost software protection module. If a software protection module
becomes damaged, HEIDENHAIN is required to replace it only if thisdamage was caused by a defect in the software protection module
within the warranty period and only if this damage is not attributable tothe user.
HEIDENHAIN reserves all rights to modify or further develop thesoftware, regardless of whether such modifications or further
developments are based on ideas, feedback, or other statements
made by the user in connection with the software.
2.6 Except in cases for which Section 69e of the German Act on
Copyright and Related Rights (Decompilation) applies, the user shallnot modify, perform reverse engineering on, translate, create derivative
works of, disable functions of, or extract any elements of the software.
The user shall not remove alphanumeric or other identifiers from thedata carriers and shall transfer them in unchanged form to eachbackup copy.
Furthermore, the user shall not remove or modify copyright notices orother characteristics used to identify the software and the manufacturer.
2.7 Compliance with the license conditions / audits
HEIDENHAIN reserves the right to integrate a software protection
mechanism in order to monitor and record the use of the license
granted under these terms. An automatic transmission to HEIDENHAIN
will not occur unbeknownst to the user.
During the term of the license and within one (1) year following its
termination or expiration, HEIDENHAIN may regularly verify
compliance with the conditions herein by auditing the relevant data(accounts, records, computers, etc.) of the user. The user will be
notified of a planned audit in advance within a reasonable time.

HEIDENHAIN may remedy defects by providing a new copy, an
update, or a new program version.
Alternatively, HEIDENHAIN may provide a hotfix or a service pack forthe affected software. The user is not entitled to a particular type of
remedy of the defect.
If the user made customizations to the software in a mannerpermissible within the scope of the acquired license, then the user
shall ensure, at the user’s own risk and expense, that thesecustomizations of the software are compatible with the upgrade,
hotfix, service pack, or the new program version, before installing
upgrades, hotfixes, service packs, or new program versions. This also
applies if HEIDENHAIN provided such a customization within thescope of a service agreement.
If a supplied data carrier or documentation is defective, then the user
can demand only that HEIDENHAIN provide a non-defective
replacement.
4.4 Claims arising from a defect are not possible in the following
situations:a) if there is only an insignificant deviation from the agreed
characteristicsb) if there is only an insignificant limitation to usabilityc) if the damage was caused by incorrect or negligent handlingd) if the damage arose due to unusual extraneous influences notassumed in the agreemente) for modifications or enhancements performed by the user or third
parties and the consequences arising therefrom, orf) with respect to the assumption that the software provided iscompatible with the data processing environment utilized by theuser.
4.5 Notices of defects must be promptly given no later than two (2)weeks after delivery. Defects that could not be detected within thisperiod, even under very close examination, must be promptly reported
no later than two (2) weeks after their detection.
4.6 Claims for damages are furthermore subject to the following“Liability” provision. Any further claims of the user arising from defects
are excluded.

3. Third-party products / Open-source software

5. Liability

3.1 For software for which HEIDENHAIN owns only a derived right ofuse (e.g., open-source software or a third-party product), the terms ofuse agreed upon between HEIDENHAIN and its licensor, insofar as
they affect the user (e.g., end-user license agreement), apply
additionally to and take precedence over the terms stipulated in thissection; any applicable terms taking precedence can be found in thesoftware information.

5.1 Claims for damages asserted by the user, regardless of theirnature or legal ground, particularly those arising from the breach of
duties resulting from the contractual obligations or from tort, areexcluded.

3.2 Any breach of the terms of use for third-party products by the user
entitles not only HEIDENHAIN but also its licensor to assert claims
and rights arising therefrom on their own behalf.
4. Claims for defects
4.1 With the exception of the terms in 2.4.4, HEIDENHAIN guarantees
that the software will exhibit the substantial characteristics andfunctions in accordance with the description in the associateddocumentation for a period of 90 days beginning on the day on which
the software is first provided to the user. HEIDENHAIN does notguarantee that the functions of the software will satisfy the specificrequirements of the user. Liability for defects requires that the defect isreproducible. The user must provide a sufficient description of thedefect.
4.2 A material defect is not valid if it does not occur in the most recent
version of the software provided to the user and if the user can bereasonably expected to use this version.
4.3 If the software is defective, HEIDENHAIN will remedy the defectas it sees fit, either through improvement or replacement of thedefective software (replacement performance).

5.2 This does not apply if the following liability conditions apply:a) in accordance with the German Product Liability Actb) in the case of intentc) in the case of gross negligence on the part of owners, legal
representatives, or senior managersd) in the case of malicee) in the case of non-compliance with an assumed guaranteef) due to culpable injury to life, limb, or health, org) 
due to culpable violation of substantial contractual obligations.
However, the claim for damages resulting from the breach of
substantial contractual obligations is limited to damage that is
typical of the agreement and foreseeable, unless one of the otherabovementioned cases applies.
5.3 Irrespective of the abovementioned provisions, any liability for lost
profits and production downtime is excluded, with the exception ofclaims for damages based on intentional action.
5.4 For beta versions and release candidates, the provisions in 2.4.4
take precedence.
5.5 Data backup
It is expressly emphasized that the user is solely responsible forsaving and archiving the data stored in the software system. The
creation of periodic backups is recommended in order to ensure thatthe data are saved as desired. Relevant mechanisms are provided by
the software (e.g., database backup).

5.6 Security
The user is solely responsible for the avoidance of security problems
with regard to his systems and data, including products on his
systems. The user shall, with all economically reasonable effort,
exclude malware, viruses, spyware, and trojans. Claims for damages
asserted against HEIDENHAIN arising or partially arising from security
problems are excluded.

7.4 Upon termination of this agreement, the right of use of the provided
software expires. The user shall return all provided original datacarriers, backups, dongles, or other copies of the software stored on
separate data carriers, along with the provided program documentation,
to HEIDENHAIN and shall delete the software copies installed on theuser’s system. Upon request, the user shall confirm in writing andfurnish proof in suitable form to HEIDENHAIN that all requested items
have been duly returned and all requested data have been duly
deleted.
The termination of the license does not affect the right of the user touse products that were created and/or further distributed in conjunction
with the software.

6. Prices

8. Data collection and use of data

The remuneration for the service offered by HEIDENHAIN is based on
the corresponding quotation.
Unless otherwise specified, all prices are subject to the applicablevalue added tax.
If HEIDENHAIN changes the usual remuneration for the use of thesoftware in accordance with the currently valid price list for new
customers, then HEIDENHAIN may adjust the remuneration agreed
upon in the quotation accordingly. HEIDENHAIN may change theremuneration with a notice period of three (3) months by means of an
adjustment declaration in text form to the user, but not more than once
per calendar year. HEIDENHAIN shall determine the price adjustment,
taking into account the currently valid price list for new customers at its
reasonable discretion (Section 315 of the German Civil Code).
If the increase in remuneration is more than 10 % of the corresponding
amount for the previous contractual year, the user may terminate thecontractual relationship extraordinarily with effect from the effective
date of the price increase. If the user does not terminate the agreement
before the price increase comes into effect, the price increase shallbecome binding on the date determined by HEIDENHAIN.

To some extent, the software offered by HEIDENHAIN gathers
personal data that are collected and processed solely for the
purposes of logging in and using the software functions. The user issolely responsible for using the software in his company inconformity with data protection rules and shall also obtain any
relevant consent.

If liability is accepted on the part of HEIDENHAIN in accordance withthe sections above, then the liability for loss of data is limited to thetypical data restoration effort that would arise with the creation of
periodic backups by the user commensurate with the risk.

7. Term and termination
7.1 The term of the license is contingent upon the type of license as
set forth in the quotation from HEIDENHAIN.
If a user purchases the “Rental license,” then the term of the license
will be renewed by one (1) year upon expiration of the minimum termof the license and upon expiration of every renewal period, unless oneof the parties terminates the license in writing with three (3) months’
notice to the end of the respective term of the license.
7.2 HEIDENHAIN may, in writing, discontinue a license type or alicense module with three (3) months’ notice to the end of eachcalendar year. Upon discontinuation, the obligation of HEIDENHAIN
for maintenance of the license type / license module expires.
7.3 If the user culpably breaches one or more provisions of this license
agreement, then HEIDENHAIN may terminate this agreement without
notice.

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9. Export control
The user is solely responsible for complying with any applicablenational and international foreign trade law regulations, as well as anyother applicable export requirements. If, in conformity with theseprovisions, the user provides the software to a third party, then theuser is solely responsible for complying with all applicable national
and international foreign trade law regulations, as well as with anyother applicable export requirements. To this extent, the user releases
HEIDENHAIN from all obligations.
10. Governing law and jurisdiction
These terms and the contractual relationship between the user and
HEIDENHAIN are governed by the law of the Federal Republic of
Germany. The application of the United Nations Convention on
Contracts for the International Sale of Goods (CISG) is excluded. The
sole place of jurisdiction is Traunstein, Germany. However,
HEIDENHAIN may also choose the user’s place of business.
11. Final provisions
Should any provision in these terms be or become invalid, this shallnot affect the validity of the remaining provisions or agreements.
Any changes and modifications to these terms must be in writing.
This also applies to this written form requirement itself. A waiver ofthe written form clause is permissible by way of an individual
agreement.