KME Software & Hardware products End User License Agreement

(Full edition)

This End User License Agreement (‘Agreement’) is a legal agreement between you (as either an individual or an entity (as defined below), ‘you,’ - ‘licensee’), and CME Swiss AG and its wholly-owned subsidiaries, its affiliates and its successors or assigns (collectively, ‘CME Swiss AG’) - ‘licensor’ for use of CME Swiss AG Product identified in the purchasing documents, which can include hardware, software, and services, and may include associated media, printed materials, and "online" or electronic documentation (designated as "Product"), all of which are protected by international copyright laws and international treaties.

IMPORTANT! PLEASE READ CAREFULLY: By installing or using CME Swiss AG Product, you agree to be bound by the terms of this Agreement. This Agreement will be accepted, and a contract formed when you select an "I Accept", "OK" or "Yes" button or box below prior to download or installation. If you are accepting this agreement on behalf of a company, organization, or educational institution, or an agency, instrumentality, or department of a government (an “entity”) as its authorized legal representative, then you represent and warrant that you have the power and authority to bind such entity to these terms, and references to “you” herein refer to both you, the individual end user, and the entity on whose behalf you are accepting this agreement. 
If you do not agree with the terms of this Agreement, do not install, or access the CME Swiss AG Product, make no further use of the Product or services.   

1. GRANT OF LICENSE 
CME Swiss AG Product is licensed, not sold. This agreement grants you and only you a non-exclusive, limited, non-assignable, non-transferable, non-sub licensable, revocable license to use the Product for your personal or business purposes under the terms and conditions stated herein. 
1.1 PERMISSIBLE USE 
You can use one copy of the CME Swiss AG Product on a single device. If a greater number of copies and/or number of devices is specified within the purchasing documentation. You shall have the right to use the Product in accordance with such specifications. CME Swiss AG reserves all other rights. You may use CME Swiss AG Product only as expressly permitted in this Agreement. 
1.2 PRODUCT REGISTRATION 
By accepting this Agreement, you agree to the registration of Your CME Swiss AG Product. Registration requires a valid CME Swiss AG Account that includes a valid contact information (name, email, address, and other information that may be used to personally identify you) for renewal and other notices and a valid product license. The CME Swiss AG Account is mandatory for the use of the CME Swiss AG Products. 
If You use your own computer or device in combination with the Product, You warrant that you are the legal owner of the device and you have all the legal rights to create your account. Please acknowledge that installing on your device Product and taking in consideration the privacy policy, you may experience access restrictions to device and data loss due to remote device lock or wipe commands applied by the administrator of the account manually through security policies. You as administrator have the right to monitor your device, locate it on map, enforce screen lock and authentication, lock and wipe device, encrypt media storage, remove temporary files, registry keys and browser data, scan applications and files on your device. CME Swiss AG shall not be held responsible for any damages resulting from privacy, data loss caused to you. 
1.3 PRODUCT ACCESS 
You may be given the login information, the activation key and the password that grants You access to the Product and/or additional features accessible through the Site. You are responsible for maintaining the confidentiality of your account and password.  You may not transfer this account, or the License granted hereunder to a third party.  You agree to accept full responsibility for all activities that occur under your account and password. Licensor is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access. Licensor reserves the right to refuse service, terminate accounts, in its sole discretion.    

2. PRODUCT USE RESTRICTIONS 
You are authorized to use the Product only for the purpose for which it is intended and only to the extent of training and instructions and other documents that are part of it. You shall not, directly or indirectly, or permit any end user or other third party to sub-license, rent, sell, resell, loan, lease, share or otherwise transfer, with or without consideration, the CME Swiss AG license. You must produce and include all copyright notices in their original form for all copies created irrespective of the media or form in which CME Swiss AG exists. You may not reverse engineer, de/recompile, disassemble, create derivative works, modify, translate, or make any attempt to reconstruct or to discover the source code for CME Swiss AG Product or underlying ideas, algorithms, file formats, programming or interoperability interfaces or functionality of CME Swiss AG Product. You may not permit third parties to benefit from the extent explicitly permitted by the licensing terms, identified in the accompanying Third-Party License Terms, governing use of the third party software. You may not remove any proprietary notices or labels on CME Swiss AG. All rights not expressly set forth hereunder are reserved by CME Swiss AG.  

THIS PRODUCT IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THIS PRODUCT IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE. 

3. LICENSEE’S OBLIGATIONS
3.1 LICENSE FEE 
For all the rights granted in accordance with this Agreement to the product and the user documentation, the licensee is obliged to pay the stipulated license fee. The licensor is entitled to adapt the tariffs and service content by written notice to the licensee with a notice period of one month, provided that they are reasonable to the licensee. In particular, technical progress and the progress of the CME Swiss AG Product are conditions and reasons for such a change. The license fee that is agreed to in this contract is non inclusive of value added tax or other taxes or duties. 
3.2 PAYMENT ARRANGEMENTS 
Invoices by the licensor will be sent directly via email or can be requested. If applicable, each additional monthly license fee has to be paid according to contractual obligations, otherwise, the CME Swiss AG reserves the right to suspend the functionality of the Product. 
3.3 CONSENT TO ELECTRONIC COMMUNICATIONS 
CME Swiss AG may send you legal notices and other communications about the Product and Maintenance subscription services or our use of the information you provide us ("Communications"). CME Swiss AG will send Communications via in-product notices or via email to the primary user's registered email address or will post Communications on its Sites. By accepting this Agreement, you consent to receive all Communications through these electronic means only and acknowledge and demonstrate that you can access Communications on Sites. 
3.4 COMPLIANCE WITH LAWS 
You agree to use the Product in compliance with all applicable laws, including local laws of the country or region in which you reside, and in compliance with all applicable export laws and regulations. You shall not use the Product for any purpose prohibited by applicable law.  

4. MAINTENANCE AND SUPPORT
4.1 UPGRADES 
If CME Swiss AG product is labelled as an upgrade, you must be properly licensed to use a product identified by CME Swiss AG as being eligible for the upgrade. A CME Swiss AG Product labelled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this License Agreement. If CME Swiss AG Product is an upgrade of a component of a package of products that you licensed as a single CME Swiss AG Product may be used and transferred only as part of that single product package and may not be separated for use by more than the total number of licensed users. The terms and conditions of this license replace and supersede any previous agreements that may have existed between you and CME Swiss AG regarding the original product or the resulting upgraded product. By using the CME Swiss AG Product and accepting this agreement you consent to receive updates and upgrades to the software that will be transmitted by CME Swiss AG. 
4.2 UPDATES 
By accepting this Agreement, you acknowledge and agree that your system will be used for receiving and serving Updates of the Product through the internet and will not be used for anything other than transmitting and receiving CME Swiss AG updates of signatures files on license validation. 
4.3 TECHNICAL SUPPORT 
Certain technical support features may be offered by CME Swiss AG for the license term of the CME Swiss AG Product and may include live chat with a technical support consultant and/or assistance from a technical support consultant via remote device access. If such features are offered and You choose to access such Technical Support it shall be governed by the following conditions: Any such Technical Support shall be provided in CME Swiss AG’s sole discretion without any guarantee or warranty of any kind. It is solely Your responsibility to complete a backup of all Your existing data, software and programs before receiving any Technical Support. In the course of providing the Technical Support, CME Swiss AG may determine that the technical issue is beyond the scope of the Technical Support. CME Swiss AG reserves the right to refuse, suspend or terminate any of the Technical Support in its sole discretion if the licensee violated any of the mentioned conditions of this agreement.  

5. COPYRIGHT 
All rights, titles and interest in and to CME Swiss AG and all copyright rights in and to CME Swiss AG (including but not limited to any code, images, photographs, logos, animations, video, audio, music, text, and "applets" incorporated into CME Swiss AG), the accompanying printed materials, and any copies of CME Swiss AG are owned by CME Swiss AG, with the understanding that rights, titles and interest in and to certain third party software identified in the accompanying Third Party License Terms are owned by their respective owners. CME Swiss AG is protected by copyright laws and international treaty provisions. Therefore, you must treat CME Swiss AG like any other copyrighted material. All rights not expressly set forth hereunder are reserved by CME Swiss AG.    

6. TERMINATION OF THE License Period 
Your right to use CME Swiss AG Product ends when the License Period ends or if You violate any term of this Agreement. The License Period shall begin on the date You paid for and register your CME Swiss AG Product license on your account, regardless of the number of copies that You are permitted to use, and shall last for the period of time set forth in the purchasing documentation or the applicable transaction documentation from the CME Swiss AG, distributor or reseller from which You obtained the CME Swiss AG Product. 
The CME Swiss AG Product may automatically be deactivated at the end of the License Period, and You will not be entitled to receive any feature or content updates to the CME Swiss AG Product. 
This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, you must cease use of CME Swiss AG Product and return all relevant products if they were provided on the lease bases by CME Swiss AG. 
You shall not be entitled to a refund from CME Swiss AG or any resellers of CME Swiss AG Product as a result of termination. The terms and conditions concerning confidentiality and restrictions on use shall remain in force even after any termination.  

7. LIMITED WARRANTY
The licensor warrants that the Product performs the functions described in the documentation and in accordance with this agreement of use during the warranty period. Otherwise a warranty defect of the Product is present (hereinafter the “defect”). The licensee acknowledges, however, that malfunctions of the Product cannot be completely ruled out even with the greatest care and that the uninterrupted functioning of the Product cannot be guaranteed. 
The warranty for the Product is 2 years from the date of the account activation.
If the Product is rented, the warranty period for the Product runs as long as the licensee pays his monthly rental fees.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CME Swiss AG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CME Swiss AG PRODUCTS, ENHANCEMENTS, MAINTENANCE OR SUPPORT RELATED THERETO, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED BY HIM. CME Swiss AG HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY; IMPLIED TERMS AND PERIODS OF INVESTMENT RETURNS; DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA, DEVICE FAILURE OR MALFUNCTION FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INTERFERENCE, ACCURACY OF DATA, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS, DOCUMENTS, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE, OR TRADE USAGE. 

CME Swiss AG is acting on behalf of its suppliers and marketing partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law. 
 
7.1 CORRECTIVE ACTION 
Defects that alleged during the warranty period according to the contract are fixed at the discretion of the licensor by repair or replacement. Avoidance or suppression of a defect also counts as an acceptable rectification. Further warranty claims of the licensee (including the right to reduction of the license fee or damages) are explicitly excluded. 
7.2 LIMITS 
The licensor is released from his warranty to the extent in which a defect in the software can be attributed to circumstances which he is not responsible for. The technical data, specifications and performance specifications contained in the user documentation or other documents of the licensor are not warranties, unless they are declared as warranties explicitly and in writing by the licensor.  

8. SPECIAL CONDITIONS FOR USE OF KME 
8.1 You, as a KME User, should be guided by the "User Guide", which is part of the documentation for KME and its software. 
8.2 The licensee has the right to use KME only for the purposes for which it is intended, and only to the extent of training and instructions, as well as other documents that are part of it. 
8.3 The licensee does not have the right to interfere in any way with the KME and, above all, with the software that is its component (including copying) and in every possible way prevent such actions of third parties or attempts to commit them. 
8.4 Any use of KME contrary to the terms of this agreement is prohibited. 
8.5 The Licensor warns the Licensee that any interference with the software (or its component) inserted into the computer and being a component of KME is prohibited and constitutes, according to this agreement, a serious violation of the license conditions. In the event of a violation of obligations on the part of the Licensee, proceeding from the previous offer (or a third person to whom KME was placed at the disposal), measures may be taken to prevent the ability to use both software and KME as a whole. In the event of the occurrence of the circumstances prescribed in the previous paragraph, the Licensor disclaims any responsibility for damage or other rights that may arise in connection with this from the Licensee. 
8.6 An attempt to open any component of the computer, which is part of the KME, will lead to the impossibility of further use of the KME. 
8.7 It is also prohibited: - Defragment disk (s) of computer databases; - Transfer working software files from disk to disk (regardless of the type and size of disks), which is equivalent to copying; - Change the system time; - Change the attributes of files located on the hard disk of the computer; - Open labeled connections located on the computer case; - Download other software to the computer (except for those cases that were previously agreed with the Licensor). 
8.8 Warranty service of KME, as well as its repair and adjustment, can be performed only in accordance with the requirements and recommendations specified in this Agreement or the documents included in its annexes, or being a component of KME and can only be performed by the Licensor or his / her allocated and trained personnel. 
8.9 In case of violation of the terms of this agreement, specified in clauses 8.2 - 8.8 of this Agreement, the Licensor is not obliged to ensure the restoration of the KME's operability until the Licensee has made a full prepayment for the performance of work related to the restoration of its functioning. The amount of the payment will be reported by the Licensor at the request of the Licensee, but not earlier than the expert examination of the KME by the Licensor's employees will be carried out (if necessary, the KME is re-commissioned). 
8.10 The Licensee takes into account the fact that violation of the conditions specified in clauses 8.2 - 8.8 of this agreement constitutes a gross violation of the copyright of the Licensor as a software manufacturer, which entails legal liability for copyright violation, in accordance with applicable laws of Switzerland.  

9. DISCLAIMER OF DAMAGES 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CME Swiss AG PRODUCT AND ANY SERVICES AND RELATED DOCUMENTATION USED FOR EVALUATION PURPOSES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OF ANY KIND 
Anyone using, testing, or evaluating CME Swiss AG Product bears all risk to the quality and performance of CME Swiss AG Product. In no event shall CME Swiss AG be liable for any damages of any kind, including, without limitation, direct or indirect damages arising out of the use, performance, or delivery of CME Swiss AG Product, even if CME Swiss AG has been advised of the existence or possibility of such damages. 
There is no formal guarantee for the accuracy, completeness and timeliness of data. You should be aware that the application could potentially contain errors, omissions and / or inaccuracies. 
Adaptations, changes and additions to the CME Swiss AG Product and measures that serve to identify and rectify bugs will only lead to a temporary interruption or encroachment of accessibility if it is absolutely necessary for technical reasons and must be accepted by the licensee. 
Possible costs for the data connection are not included in the price (for example, to update the database, or visiting an external source of information). 
The licensor may, for defense against claims by third persons, provide the right to continue using the Product, or to replace or modify the Product with no degradation of the functions described in the documentation, to the licensee, according to his own choice. 
A further guarantee by the licensor to licensee in the event of actual or alleged claims of third parties is ruled out. 
IN NO CASE SHALL CME Swiss AG 'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR CME Swiss AG Product. 
The disclaimers and limitations set forth above will apply regardless of whether you accept to use, evaluate, or test CME Swiss AG Product. You shall at all times be under a duty to mitigate Your loss.  

10. DATA COLLECTION TECHNOLOGY 
CME Swiss AG informs you that in certain programs or products it may use data collection technology to collect technical information, to improve the products, to provide related services, to adapt them and to prevent the unlicensed or illegal use of the product or the damages resulting from the malware products. 
The personal information given (name, email address, password, address), during initial setup, if collected, it could be used as an account name under which You may elect to receive services and/or under which You may use certain features of the CME Swiss AG Product. 
You accept that CME Swiss AG may use such information as part of the services provided in relation to the product. 
By accepting this Agreement, You acknowledge and accept that CME Swiss AG may provide updates or additions to the program or product which automatically downloaded to your device. By accepting this Agreement, You agree, that for the purpose of contracting and using the program, you may have to give CME Swiss AG certain personal data. CME Swiss AG informs you that it will treat your personal data in accordance with current applicable legislation and as established in its Privacy Policy. 
To improve the Product, CME Swiss AG can collect statistical data, as anonymous information. The statistics are based on an average value of all the statistics submitted by CME Swiss AG users. This can assist you when making a decision about the future use or purchase of the additional CME Swiss AG Product. The information is anonymous collected and CME Swiss AG reserve the right to use it and publish it for rating figures, statistics and analyses. 
You agree that CME Swiss AG may (i) use uploaded data from installed CME Swiss AG Product to improve products and services; (ii) use uploaded data for analysis or reporting purposes only if any such use does not identify You or include any information that can be used to identify any individual person. CME Swiss AG reserves the title, ownership and all rights and interest to any intellectual property or work product resulting from its use and analysis of such information. By using the CME Swiss AG Product, you acknowledge and agree that CME Swiss AG may collect, disclose, store and analyze these information for the purposes above mentioned.
The collected information as set out above is necessary for the purpose of optimizing the functionality of CME Swiss AG Products. 
CME Swiss AG reserves the right to cooperate with any legal process and any law enforcement or other government inquiry related to your use of this CME Swiss AG Product. 
By using the Product, you acknowledge and agree that CME Swiss AG may collect, disclose, store and analyze this information for the purposes above mentioned. 
10.1 CLIENT INFORMATION 
CME Swiss AG are not intended to and does not provide medical advice. CME Swiss AG Services are intended solely as a resource and informational tool. We are not medical professionals and we do not discuss or advise on any issues relating to medical treatment or diagnosis. Accordingly, you are responsible for all reliance and clinical decisions based on patient data and information reported on CME Services. 
Client data is protected by laws and regulations governing the privacy and security of health information. In your dealings with all personal data, you must comply with applicable laws and regulations as set out in your local jurisdiction. By entering and accessing patient data through the Services, you represent and warrant that you have obtained and will maintain the right and authorization to do so, by receiving a written and signed authorization from the patient or otherwise as required under laws governing your jurisdiction.

11. REQUIREMENTS FOR INFORMATION RESOURCES OF THE LICENSEE ABOUT KME. 
11.1 When creating sites, pages on social networks (Facebook, Twitter, Telegram, Instagram, TikTok, etc.) or other information resources and / or printed (advertising) products that mention KME, you (the Licensee) can only use information that corresponds to the information posted on the websites of CME Swiss AG. In English: https://en.cmeswissag.com, https://en.kmedex.eu  
11.2 For any information that does not comply with clause 11.1 and posted on / in the information resources of the Licensee, CME Swiss AG is not responsible. In addition, distorted information about KME posted on the information resources of the Licensee and not complying with clause 11.1 of the Agreement may be considered as misleading the end user of KME services (the Licensee's client) and be subject to legal liability in accordance with the laws of Switzerland.  

12. GENERAL TERMS 
12.1 FEEDBACK 
If you provide violently feedback with reasonable suggestions, comments and feedback regarding the CME Swiss AG Product, including but not limited to usability, bug reports and test results, with respect to CME Swiss AG Product testing (collectively, “Feedback”). If you provide such Feedback to CME Swiss AG, you grant CME Swiss AG the following worldwide, exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any CME Swiss AG product, technology, service, specification or other documentation (individually and collectively, “CME Swiss AG Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any CME Swiss AG Product; (iii) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by You that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a CME Swiss AG Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require CME Swiss AG to comply with any additional obligations with respect to any CME Swiss AG Products that incorporate any Feedback. 
12.2 FORCE MAJEURE 
Neither Party shall be in breach of the Agreement in the event it is unable to perform its obligations as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or any other reason or condition beyond its reasonable control; provided, however, if such reasons or conditions remain in effect for a period of more than thirty (30) calendar days, either Party may terminate the Agreement affected by such force majeure following the written notice to the other Party. 
12.3 This Agreement will be governed by the laws of Switzerland and by international copyright regulations and treaties. The exclusive jurisdiction and venue to adjudicate any dispute arising out of these License Terms shall be of the courts of Switzerland canton St. Gallen. 
12.4 APPLICABLE LAW This contract is subject to Swiss law, excluding the UN Convention on the International Sale of Goods (CISG). 
12.5 JURISDICTION Exclusive jurisdiction for all disputes arising under or in connection with this contract is Bichwil, St. Gallen, Switzerland.   

CME Swiss AG may revise these Terms at any time and the revised terms shall automatically apply to the corresponding versions KME distributed with the revised terms. If any part of these Terms is found void and unenforceable, it will not affect the validity of rest of the Terms, which shall remain valid and enforceable. 
In case of controversy or inconsistency between translations of these Terms to other languages, the English version issued by CME Swiss AG shall prevail.   

Contact CME Swiss AG:
Dorfstrasse 28, 9248 Bichwil, SG, Switzerland 
Tel.: +41 71920 03 00, 
e-mail: info@cmeswiss.com 

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