

END USER LICENSE AGREEMENT


IMPORTANT NOTICE:

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE
DOWNLOADING, INSTALLING OR ANY USE OF ANY SOFTWARE (INCLUDING WIDGETS)
AND/OR FIRMWARE (TOGETHER SOFTWARE), AND ANY OF THE FOLLOWING ASSOCIATED
MATERIALS (MATERIALS) MEDIA, PRINTED MATERIALS, AUDIOVISUAL CONTENT,
USER GUIDES, AND ONLINE OR ELECTRONIC, PROVIDED BY SPINETIX AG AND ITS
AFFILIATES (SPINETIX), A SPINETIX DISTRIBUTOR OR A SPINETIX DEALER (EACH
AN APPROVED CHANNEL PARTNER).


Terms & Conditions

1.  Software should only be purchased from SpinetiX or an Approved
    Channel Partner. 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 Approved Channel Partner
    to use the Software. If you have not purchased the Software from
    SpinetiX or an Approved Channel Partner 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 between you as an authorized user and
    SpinetiX for the Software. 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 SpinetiX digital signage player (SPINETIX PLAYER)
    and/or other equipment, and return the Software and the Materials to
    the Approved Channel Partner from whom you purchased the Software.
    If you do this within 30 days after the purchase from SpinetiX or an
    Approved Channel Partner, and provided that (i) you are the original
    and authorized end user, and (ii) the Software is in its original
    condition, then you may request a refund of the license fee paid.
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 the
    control center interface in your Software for such important
    information and links.
4.  Software is licensed, not sold. Software and the Materials is
    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, non-sub-licensable, license
    to use the Software for your own use only on a single
    computer/virtual machine or the firmware contained in the SpinetiX
    Player (as applicable).
6.  The Software in source code form is confidential and SpinetiX's
    protected trade secret and you may not attempt to reverse engineer,
    decompile, disassemble, create derivative works based on whole or
    any part of the Software or otherwise decipher any portion of the
    Software, nor attempt to do any such things except to the limited
    extent permissible by applicable law. 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 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.  All video, audio, and other content accessed through the Software
    and/or any SpinetiX Player or electronic equipment are the property
    of the applicable content owner and may be protected by applicable
    copyright law and other intellectual property rights. You must
    ensure that you have the right to use such content. Where content is
    provided through a third party application provider, use of such
    application and/or access to content through it, may be subject to
    additional terms of use of the application provider. You are
    responsible to ensure that you comply with all such terms of use
    as applicable. This EULA gives you no rights to use third party
    applications and/or access content through it.
9.  If you use the Software and/or any SpinetiX Player or electronic
    equipment to create or distribute audio, video, or other content,
    SpinetiX is not responsible for such content, and you are solely
    responsible, to ensure that such content and use of it is in
    accordance with applicable law, including laws relating to data
    protection, privacy, obscenity and export laws worldwide.
10. You agree not to infringe SpinetiX's (and that of any owner of third
    party technology contained in the Software) intellectual property
    rights in the Software and the Materials and to comply with the laws
    of Switzerland and all other applicable law (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.
11. This EULA is subject to the General Conditions. You may also be
    subject to additional terms and conditions agreed with the Approved
    Channel Partner from whom you purchased the Software. In no event
    shall such additional terms and conditions extend or enlarge
    SpinetiX's liability to you.
12. If you breach this EULA, SpinetiX may immediately terminate this
    EULA and any associated licenses, and your right to use the Software
    ends immediately.
13. Upon termination of this EULA for any reason:
    (a) all rights granted to you under this EULA and any associated
        licenses shall immediately cease;
    (b) you may not use the Software;
    (c) you must immediately pay to SpinetiX and/or the Approved Channel
        Partner any sums due pursuant to the purchase of the Software or
        any support/maintenance service;
    (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 and/or electronic equipment containing
        software and/or firmware immediately stop using such SpinetiX
        Player and/or electronic equipment, 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.

14. This EULA is personal to you, and you may not assign or transfer
    your rights and/or obligations under it. No third party has any
    rights under this EULA.
15. 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
    in any event.
16. This EULA shall be governed by the laws of Switzerland without
    regard to its conflict of laws provisions. The provisions of the UN
    Convention on Contracts for the International Sale of Goods of
    January 1, 1988 shall not apply to this EULA. 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

1.  Widgets are a simple form of software in a form of a script that may
    be used to dynamically auto-update live data, including data from
    third parties, displayed on SpinetiX digital signage
    equipment (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;
    (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; and
    (d) this paragraph 17 shall prevail over any conflicting terms in
        this EULA.


Limited Warranty/Limitation of Liability

1.  Subject to:
    (a) you being an authorized end user;
    (b) having purchased the Software from SpinetiX or an Approved
        Channel Partner; and
    (c) 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 is provided 'As Is' and
        without any further warranty.

2.  Except as described in paragraph 18 above, the Software and the
    Materials is provided without any express or implied warranties,
    including without limitation warranties of merchantability,
    satisfactory quality, fitness for purpose or non-infringement.
3.  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 under 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.
4.  In no event shall SpinetiX's liability exceed the amount SpinetiX
    received for the Software from you or the Approved Channel Partner.
5.  In all cases SpinetiX will not be liable for any loss or damage that
    was not reasonably foreseeable.
6.  Nothing in this EULA shall limit SpinetiX's warranties or liability
    for losses which may not be lawfully limited or excluded by
    applicable law.
7.  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
        Approved Channel Partner from whom you purchased the Software
        refunds the price you paid for the Software, however if that is
        not feasible then SpinetiX will return the price received by
        SpinetiX from the Approved Channel Partner for the Software.

    This limited warranty 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 Approved Channel Partner from whom
    you purchased the Software 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.


Upgrades and Version Changes

1.  If you have purchased the Software from SpinetiX or an Approved
    Channel Partner and you have paid in full for the Software and
    subject to you being in compliance with this EULA, the General
    Conditions and any other agreement/terms you have or are subject to
    with SpinetiX, SpinetiX will provide to you free of charge all
    upgrades and version changes (i.e. bug fixes, patches, minor
    updates, feature improvements within the same software version) it
    makes generally commercially available to its customers during the
    period of 12 months from first activation of the Software. Major
    version changes (a change from one SpinetiX Software version
    to another) are excluded. Also excluded are customizations or
    developments that SpinetiX has provided for specific customers.
    Following the end of this 12-month period, to benefit from any
    Software upgrades and version changes you must either purchase the
    new Software or a support/maintenance service.

12 February 2018
