NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR BY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WARRANTS THAT YOU ACT AS ENTERPRENEUR AND NOT AS CONSUMER. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, OR ACT AS CONSUMER, DO NOT USE THIS SOFTWARE.

Licensor and its suppliers own all intellectual property in the Software. Licensor permits you to use the Software only in accordance with the terms of this Agreement. 

1. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“Feedback” means any feedback or suggestions that you provide to Licensor regarding the Software or other Licensor products and services.

“License Fees” mean, with respect to any Software Order, the license fees set forth therein.

“Licensor” means Arnold & Richter Cine Technik GmbH & Co. Betriebs KG, Herbert Bayer Straße 10, 80807 Munich, Germany.

“Seat” means one copy (whether partial or complete) of Software that is installed on any computer, server or other system.

"Software" means (a) all of the contents of the files provided under this Agreement, including but not limited to (i) Software as provided together with this licence agreement for download at the Licensor’s website, or provided to you whether on disk, in read only memory or any other media or in any other form (ii) any related files to the Software and (iii) related explanatory written materials or files or oral information ("Documentation"); and (b) upgrades, modified versions, updates, bug fixes, additions, and copies of the Software, if any, licensed to you by Licensor, unless they are accompanied by a separate licence or licence agreement.

“Software Order” means an agreement incorporated by reference into this Agreement through which you contract with Licensor, directly or indirectly, to order a license to the Software and agree to any restrictions on use specified in the order. Such restrictions will include, but are not limited to, a maximum number of Seats.

„Term“ means license period defined in the Software Order.

“Trial Version” means a version of the Software that has been designated as a trial version by Licensor.

"use" or "using" means to access, install, download, copy, use or otherwise benefit from using the functionality of the Software.

“User” means an individual who is an employee or contractor of you or your affiliate.

2. License Grant

Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use the Software for any lawful purpose (the “License”) during the Term. In addition, if you are the Trial Version, you may not use the Software for any commercial purpose.

The rights that Licensor grants you under the License are subject to the Seat limitations and other terms and restrictions specified in any applicable Software Order and the other terms of this Agreement, including full payment of all amounts due under Section 4 (if any), and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.

You may not do any of the following with respect to the Software or any of their parts: (a) copy, reproduce, display, perform, or otherwise use it in a way that is not expressly authorized in this Agreement; (b) sell, rent, lease, license, distribute, or otherwise transfer it; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (e) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; or (f) use, export, or re-export it in violation of any applicable law or regulation.

3. Seat Limitations

You will ensure that anyone who obtains the Software from you, or otherwise uses the same pursuant to the licenses granted to you under this Agreement, complies with the limitations set forth below. Without limiting the foregoing, you will be responsible for each User’s compliance with the terms of this Agreement. You may not have a greater number of Users of the Software than the number of Seats of Software for which you have paid pursuant to the applicable Software Order. You may not have more than one individual use a particular installation at any given time. Any use or installation of a Seat by you shall be in compliance with the relevant Software Order.

Any Software Order executed by you and Licensor shall be automatically incorporated herein by reference as of the Software Order effective date specified therein. Subject to Section 4 and the paragraph below, in the event of an inconsistency between this Agreement and such Software Order, such Software Order shall prevail with respect to the Seats described therein.

4. License Fees

Your License will be subject to payment of applicable License Fees unless your Software Order states otherwise. You agree to pay all License Fees in the Software Order according to the currency and payment schedule specified in the Software Order. Licensor may accept any payment in any amount without prejudice to Licensor’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement by you or acceptance by Licensor will be construed as an accord or satisfaction.

You are responsible for all taxes on all payments required to be made to Licensor (other than taxes Licensor are required to make on its income, which is Licensor’s responsibility).

5. Updates and Upgrades

Licensor may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software. Licensor may update the Software remotely without notifying you, and you hereby consent to Licensor applying patches, updates, and upgrades. Licensor may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software. Licensor does not have any maintenance or support obligations with respect to the Software. Licensor does not have any obligation to make any patches, updates, or upgrades of the Software available, nor does Licensor have any obligation to continue to make available for access or download any or all versions of the Software.

6. Feedback.

If you provide Licensor with any Feedback, you hereby grant Licensor a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sublicensable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit that Feedback for any purposes, for all current and future methods and forms of exploitation in any country.

7. Ownership

Your use of the Software does not grant to Licensor any right, title, or interest in any of the content that you produce using the Software or any of the content that you import into the Software.

The Software and any authorized copies that you make are the intellectual property of and are owned by Licensor. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Licensor. The Software is protected by law, including without limitation the copyright laws of the Federal Republic of Germany and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Licensor.

The ARRI and ARRI ARRI mark are a registered trademark of Licensor. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

8. Disclaimers and Limitation of Liability

The Software are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Licensor and its affiliates (collectively, the “Licensor Parties”) disclaim all representations, warranties and conditions (whether express or implied) with respect to the Software, including without limitation regarding non-infringement, merchantability, or fitness or suitability for any purpose (whether or not Licensor knows or has reason to know of any such purpose), whether arising under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, the Licensor Parties make no warranty that (1) the Software will operate properly, (2) the operation of the Software will be uninterrupted or free of bugs, errors, or malware (such as viruses), or (3) any defects in the Software can or will be corrected. You must inspect the Software immediately upon its receipt and must notify Licensor in writing of any apparent defects within one week. Licensor must be notified of hidden defects in writing within two weeks of their emergence. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO ONE YEAR FROM THE DATE OF DELIVERY.

To the maximum extent permitted by applicable law, the Licensor Parties shall not be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement, the Software, even if a Licensor Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Licensor Parties arising out of or in connection with this Agreement or the Software will not exceed the greater of (A) the total amounts you have paid (if any) to Licensor for the particular Software to which the liability relates during the twelve (12) months immediately preceding the events giving rise to such liability or (B) 500,- EURO. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation

Nothing contained in this Agreement limits ARRI's liability to you in the event of death or personal injury; ARRI's liability resulting from intention or the tort of deceit (fraud), any strict liability or ARRI's liability for typical and foreseeable damages in case of gross negligence or resulting from violation of essential contractual obligations (Kardinalpflichten). ARRI is acting on behalf of its suppliers 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.

9. Term and Termination

The term of Software license shall expire on the expiration date specified on your Software Order.

Without limiting any other rights of Licensor, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting all copies of the Software. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.

Sections 8, 9, 10, 11 and 12 will survive any termination of this Agreement.

10. Compliance with Licenses

You agree that upon request from Licensor, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Licensor.

11. Governing Law and Jurisdiction

Notwithstanding the place where this Agreement is executed, accepted or where obligations under this Agreement are performed, the parties expressly agree that this Agreement and any claim or controversy arising out of or relating to rights and obligations of the parties under it will be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany, without regard to its conflicts of laws principles or the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as each is amended. The parties consent to the exclusive jurisdiction of the Munich district court (Landgericht München I) for any dispute arising out of this Agreement, and the parties waive their right to have an action under this Agreement brought or tried elsewhere.

12. General Provisions

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties. By accepting this Agreement you state explicitly and irrevocable that you are acting as entrepreneur and not as consumer. This Agreement may only be modified by a writing signed by an authorized officer of Licensor. This Agreement and any General Terms of Sales and Delivery of Licensor accepted by you with the relevant Software Order are the entire agreement between Licensor and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.