# :em engineering methods AG Software License

SPDX-Identifier: LicenseRef-em
Date: 2025
Version: v0.1

This license agreement (“Agreement”) is made between **:em engineering methods AG (“:em AG”)**, a company
incorporated under the laws of Germany, and the **customer (“Customer”)** who has purchased or obtained
software, scripts, source code or software components (“Software”) from :em AG.

By installing, copying, or otherwise using the Software, the Customer agrees to be bound by the terms of this
Agreement. If the Customer does not agree to the terms of this Agreement, the Customer must not use the
Software and must delete or return any copies of the Software to :em AG.

## 1. Grant of License

Subject to the terms and conditions of this Agreement, :em AG grants the Customer a non-exclusive,
non-transferable, revocable license to use the Software solely for the Customer’s own internal business
purposes on systems owned or controlled by the Customer (“Customer Systems”). The Customer may also allow
its service providers to use the Software on Customer Systems, provided that such service providers agree
 to comply with the terms of this Agreement and the Customer remains responsible for their actions.

The Customer may not:

* sublicense, sell, rent, lease, lend, distribute, or otherwise transfer the Software or any rights under
  this Agreement to any third party without the prior written consent of :em AG;
* modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based
  on the Software or any part thereof;
* remove, alter, or obscure any copyright notices or other proprietary notices on the Software;
  use the Software for any illegal, unethical, or unauthorized purpose;
* use the Software in a manner that infringes or violates the rights of :em AG or any third party.

## 2. Reservation of Rights

:em AG retains all right, title, and interest in and to the Software and any copies thereof.
The Software is protected by copyright and other intellectual property laws and treaties.
The Software is licensed, not sold. Nothing in this Agreement shall be construed as transferring any
ownership rights in the Software to the Customer.

:em AG reserves the right to use the Software for any purpose, including but not limited to providing it to
other customers of :em AG, changing its license terms for future versions, or discontinuing its development
or support.

## 3. Disclaimer of Warranty

The Software is provided “as is” without any warranty of any kind, either express or implied, including but
not limited to the implied warranties of merchantability, fitness for a particular purpose, or
non-infringement.

:em AG does not warrant that the Software will meet the Customer’s requirements, that it will operate
uninterrupted or error-free, that it will be compatible with any other software or hardware, or that it will
be free from defects or viruses.

The Customer acknowledges that it has relied on its own skill and judgment in selecting and using the Software
and that it is solely responsible for the results obtained from the Software.

## 4. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall :em AG be liable for any direct,
indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with this
Agreement or the use or inability to use the Software, even if :em AG has been advised of the possibility of
such damages. In any case, :em AG’s total liability under this Agreement shall not exceed the amount paid by
the Customer for the Software.

## 5. Termination

This Agreement shall remain in effect until terminated by either party. The Customer may terminate this
Agreement at any time by ceasing to use the Software and deleting or returning all copies of the Software
to :em AG. :em AG may terminate this Agreement at any time if the Customer breaches any term of this
Agreement.

Upon termination of this Agreement for any reason, all rights and licenses granted to the Customer under
this Agreement shall cease and the Customer shall destroy or return all copies of the Software to :em AG.

## 6. General

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This
Agreement may not be modified or amended except by a written instrument signed by both parties.

This Agreement shall be governed by and construed in accordance with the laws of Germany without regard to its
conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be submitted to
the exclusive jurisdiction of the competent courts of Munich, Germany.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions
shall remain in full force and effect.

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver
of such right or provision.

The Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement
without the prior written consent of :em AG. :em AG may assign or transfer this Agreement or any rights
or obligations under this Agreement without the consent of the Customer.

The Customer agrees to comply with all applicable laws and regulations in connection with its use of the
Software, including but not limited to export control laws and data protection laws.

The Customer acknowledges that it has read and understood this Agreement and agrees to be bound by its terms
and conditions. The Customer also agrees that this Agreement is the complete and exclusive statement of the
agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other
communications between the parties relating to the subject matter of this Agreement.
