End User License Agreement

Important Notice

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE
DOWNLOADING, INSTALLING OR ANY USE OF SOFTWARE (INCLUDING (i) SOFTWARE
ACTIVATED ON AN AUTHORIZED DESKTOP PERSONAL COMPUTER OR OTHER PLATFORM,
(ii) FIRMWARE, OPERATING SYSTEM SOFTWARE AND SOFTWARE THAT IS
SUBSEQUENTLY ACTIVATED ON A SPINETIX PLAYER OR A 3RD PARTY PLAYER AND
(iii) WIDGETS (TOGETHER SOFTWARE), AND ANY OF THE FOLLOWING ASSOCIATED
MATERIALS, NAMELY MEDIA, PRINTED MATERIALS, AUDIOVISUAL CONTENT, USER
GUIDES, AND ONLINE OR ELECTRONIC MATERIALS (MATERIALS), PROVIDED BY
SPINETIX SA AND ITS AFFILIATES (SPINETIX OR WE) OR AN AUTHORIZED
SPINETIX DISTRIBUTOR/RESELLER.

Terms & Conditions

1.  Software licenses should only be purchased from SpinetiX or an
    authorized SpinetiX distributor/reseller. You are only permitted to
    use the Software if you are an authorized user either through our
    registration process or you have been authorized by SpinetiX or an
    authorized SpinetiX distributor/reseller to use the Software. If you
    have not purchased the Software license from SpinetiX or an
    authorized SpinetiX distributor/reseller and/or you are not an
    authorized end user, you are not permitted to use the Software and
    you have no rights under this end user license agreement (EULA).

2.  This EULA is a legal agreement for the Software between you as an
    authorized user and SpinetiX. By downloading, installing or using
    the Software you accept and agree to be bound by the terms and
    conditions of this EULA. If you do not agree to all the terms and
    conditions of this EULA, then you have no right to use the Software
    and you must de-install all copies of the Software from your
    computer systems, or stop using Software where it is firmware
    contained on a digital signage player powered by the operating
    system dedicated to digital signage created by SpinetiX known as
    (DSOS™) and supplied by SpinetiX (SpinetiX Player) or a digital
    signage player manufactured by 3rd parties and that is certified by
    SpinetiX to be compatible with DSOS™ (3rd Party Player), and return
    the Software and the Materials to the authorized SpinetiX
    distributor/reseller from whom you purchased the Software license.

3.  Before using the Software, you should check the listing of third
    party technologies contained in the Software and the applicable
    copyright and patent notices for these technologies. Additionally,
    the Software may allow you to connect with third party applications
    whose use is subject to their terms of use. For your convenience, we
    have provided some links to terms of use for third party
    applications that may be applicable, however these may not be
    complete or up-to-date and you should ensure in any event that you
    have the right to use, and that you comply with such terms of use
    for, these applications. Please see the ‘about’ menu contained in
    your Software for such important information and links.

4.  Software is licensed, not sold. Software and the Materials are
    protected by copyright as well as other intellectual property
    rights. SpinetiX retains all ownership and intellectual property
    rights in and to the Software and also in any Materials.

5.  SpinetiX grants to you a non-exclusive, license to use the object
    code of the Software for your own use only on a single
    computer/virtual machine or the firmware powered by DSOS™ contained
    in the SpinetiX Player or 3rd Party Player. Each license shall be
    associated with a unique serial number of the device on which the
    licensed Software is initially installed. SpinetiX, at its sole
    option and discretion, may allow the transfer of the license from
    the original device to another device. No license of the Software’s
    source code is given hereunder.

6.  The source code of the Software is confidential and is SpinetiX’s
    protected trade secret and you may not modify, reverse engineer,
    decompile, disassemble, create derivative works based in whole or
    any part of, the Software, or otherwise decipher, adapt or tamper
    with any portion of the Software, nor attempt to do any such things
    unless this restriction is prohibited by applicable law or these
    activities are permitted by the licensing terms governing use of any
    open-sourced components. Reproduction and/or redistribution of any
    portion of the Software and the Materials is specifically prohibited
    in the absence of a separate written agreement with SpinetiX. You
    may only use the Software for normal use as described in SpinetiX’s
    specification. You may not:

    (a) copy (except to the limited extent permissible under applicable
        law or for normal operation of the Software), reproduce,
        translate, adapt, vary or modify the Software and the Materials,
        nor communicate it to any third party, without SpinetiX’s prior
        written consent;

    (b) rent, lease, sub-license, loan, translate, merge, adapt, vary or
        modify the Software and the Materials; or

    (c) remove, adapt or otherwise tamper with any copyright notice,
        legend or logo which appears in or on the Software and the
        Materials or on the medium on which it resides.

7.  You acknowledge and agree:

    (a) that the Software has not been developed to meet your individual
        requirements and therefore it is your responsibility to ensure
        that the functions of the Software as described in SpinetiX’s
        specification meet your requirements; and

    (b) that the Software may not be free of bugs or errors and the
        existence of bugs or errors shall not constitute a breach of
        this EULA.

8.  You agree not to infringe SpinetiX’s intellectual property rights in
    the Software and the Materials (and those of any owner of third
    party technology contained in the Software and Materials and to
    comply with the laws of Switzerland and all other applicable laws
    (including export controls) concerning the Software and the
    Materials. You agree not to ship or re-export any portion of the
    Software and the Materials to any destination to which it could not
    lawfully have been exported originally under any export control law.

9.  This EULA is subject to SpinetiX’s General Conditions
    see https://www.spinetix.com/legal/general-terms-and-conditions-of-sale.
    You may also be subject to additional terms and conditions agreed
    with the authorized SpinetiX distributor/reseller from whom you
    purchased the Software license. In no event shall such additional
    terms and conditions extend or enlarge SpinetiX’s liability to you.

10. If you breach this EULA, SpinetiX may immediately and without notice
    to you terminate this EULA and any associated licenses.

11. Upon termination of this EULA for any reason:

    (a) all rights granted to you under this EULA and any associated
        licenses shall immediately cease and SpinetiX may use technical
        means to block your use of the Software;

    (b) you may not use the Software;

    (c) you must immediately pay to SpinetiX and/or the authorized
        SpinetiX distributor/reseller any sums due pursuant to the
        purchase of the Software license or any support/maintenance
        service or otherwise;

    (d) you must immediately delete or remove any Software from all
        computer equipment (if applicable) in your possession, or in the
        case of a SpinetiX Player or a 3rd Party Player containing
        firmware powered by DSOS™ immediately stop using such firmware,
        and at SpinetiX’s option, immediately destroy or return to
        SpinetiX all copies of the Software and the Materials, and, in
        the case of destruction, certify to SpinetiX that you have done
        so;

    (e) any accrued rights, remedies, obligations and liabilities of the
        parties as at expiry or termination shall not be affected; and

    (f) clauses which expressly or by implication have effect after
        termination shall continue in full force and effect.

12. This EULA is personal to you, and you may not assign, sublicense or
    transfer your rights and/or obligations under it. No third party has
    any rights under this EULA.

13. You may not make any warranty claim (or any other) under this EULA
    if your organization or another authorized End-User in your
    organization has made the same or similar claim for the same
    individual Software. In any event only one warranty claim (or any
    other), if applicable, per individual Software product is permitted.

14. This EULA shall be governed by the laws of Switzerland without
    regard to its conflict of laws provisions. SpinetiX and you
    irrevocably agree to the exclusive jurisdiction of the courts of
    Lausanne, Switzerland for the adjudication of any disputes arising
    under this EULA.

Widgets

15. Widgets are simple software in a script format that may be used to
    dynamically auto-update live data, including data from third
    parties, displayed on SpinetiX Players and 3rd Party Players using
    (Widgets). The following terms apply to Widgets:

    (a) for any Widgets provided to you by SpinetiX you are licensed to
        use them under the terms of the GNU General Public License,
        versions 2 and 3 (as applicable) (GPL terms);

    (b) you have the right to modify and customize Widgets subject to
        the GPL terms, however SpinetiX is not responsible in case the
        modifications and customizations you make do not work properly
        or cause the Software or the SpinetiX Player or the 3rd Party
        Player not to function properly; and

    (c) you also understand and acknowledge that the use and performance
        of Widgets depend on interactions or interfaces with third party
        data, software and APIs, which SpinetiX has no control over.
        Accordingly, SpinetiX is not responsible and cannot control any
        limitation to or impact on the use of the Widget that results
        from such third party data, software and APIs.

Limited Warranty/Limitation of Liability

16. Subject to:

    (a) You:

        (i) being an authorized end user;

        (ii) having purchased the Software license from SpinetiX or an
             authorized SpinetiX distributor/reseller; and

    (b) the limitations and terms and conditions contained in this EULA;

SpinetiX warrants that the Software will perform substantially in
accordance with SpinetiX’s specification for a period of 30 days from
the date of purchase. Except for the foregoing limited warranty, the
Software and the Materials are provided ‘As Is’ and the Software and the
Materials are provided without any further express or implied
warranties, including without limitation warranties of merchantability,
satisfactory quality, fitness for purpose or non-infringement.

17. SpinetiX shall not be liable to the maximum extent permitted under
    applicable law whether in tort (including for negligence or breach
    of statutory duty), contract, misrepresentation, restitution or
    otherwise for any loss of profits, sales, revenues or savings, loss
    of business, depletion of goodwill and/or similar losses or loss or
    corruption of data or information, or pure economic loss, or for any
    special, indirect or consequential loss, costs, damages, charges or
    expenses however arising or otherwise resulting from your use of the
    Software or your inability to use the Software. SpinetiX shall not
    be liable for any of the losses in this paragraph even if you have
    informed SpinetiX of the possibility of such losses.

18. In no event shall SpinetiX’s liability exceed the amount SpinetiX
    received for the Software from you or the authorized SpinetiX
    distributor/reseller.

19. In all cases SpinetiX will not be liable for any loss or damage that
    was not reasonably foreseeable.

20. Nothing in this EULA shall limit SpinetiX’s warranties or liability
    for losses which may not be lawfully limited or excluded by
    applicable law.

21. SpinetiX’s entire liability and your exclusive remedy under this
    limited warranty shall be, at SpinetiX’s option, either:

    (a) repair or replacement of the Software; or

    (b) SpinetiX to use its reasonable efforts to procure that the
        authorized SpinetiX distributor/reseller from whom you purchased
        the Software license refunds the price you paid for the Software
        license, however if that is not feasible then SpinetiX will
        return the price received by SpinetiX from the authorized
        SpinetiX distributor/reseller for the Software.

22. The limited warranty in this EULA does not apply if the failure
    of/or defect in the Software is the result of misuse or abuse, or
    otherwise if the Software has not been used in accordance with the
    specification for the Software. This limited warranty is also
    subject to you, where applicable, first contacting the authorized
    SpinetiX distributor/reseller from whom you purchased the Software
    license and using reasonable efforts to seek a remedy. Any
    replacement Software will be warranted for 30 days. For any warranty
    claim you must provide proof of purchase of the Software license.

5 December 2023
