ILNumerics GmbH, 12103 Berlin, Germany
End User License Agreement (the "Conditions")
for the software ILNumerics Ultimate VS
valid from April 2024
1. Scope. These Conditions shall apply to the software ILNumerics Ultimate VS, including any Updates
and bug fixes of the same (hereinafter: the Software) and any supplies and services related thereto
provided by ILNumerics GmbH, Bessemerstr. 82, 12103 Berlin, Germany (hereinafter: ILNumerics) to
any customers - hereinafter: Customer. Such Customers are classified by ILNumerics as Corporate,
Academia or Personal (see below). Any part of these conditions shall apply for any Customer of
Corporate, Academia or Personal category, unless a specific part of Conditions is explicitly marked
otherwise.
a. Personal: utilization of Software is strictly for learning, non-commercial, non-profit use. Customer
is using Software as a private individual and without being instructed by or associated with a
commercial entity, as a company, business unit or organization.
b. Academia: utilization of Software is strictly for learning or teaching and for non-commercial, non-
profit use. Customer is using Software as an employee of an academic organization, such as
universities, public and certified private schools.
c. Corporate: any other person or business entity.
Siemens Medical Solutions USA Inc. and affiliated companies within the meaning of Section 15 of the
German Stock Corporation Act (AktG) are excluded from licensing.
2. No Other Terms and Conditions. If ILNumerics and the Customer are starting contacts of any kind
in connection with the Software or have entered into a contract for sale or rental of the Software or
any service, license or other agreement related to the Software (each hereinafter: Contract ), these
Conditions shall apply except if and to the extent that the Contract provides otherwise.
In case the Customer is installing, copying or otherwise using the Software he is accepting to be
bound by these Conditions. If the Customer does not agree to the Conditions or any part thereof,
the Customer is not entitled to install, copy, use, evaluate, or replicate in any manner any part of
the Software.
ILNumerics does not accept any terms or conditions which deviate from these Conditions, except if
ILNumerics has agreed in writing expressly to such terms and conditions and has waived the validity
of these Conditions. Such consent of ILNumerics shall be valid only for the specific Contract and does
not extend to former or future Contracts.
3. Negotiation and/or Performance of a Contract. Any cost estimates which ILNumerics may
indicate on the website of ILNumerics or otherwise shall not be binding on ILNumerics.
3.1. Prices; Value Added Tax. Value added tax shall not be deemed included in the prices quoted by
ILNumerics, and, if applicable, it will be charged separately in the invoice at the statutory rate
prevailing on the date of the invoice.
3.2. Grant of License. In case of conclusion of a Contract ILNumerics grants the Customer a non-
exclusive, non-transferable license to install the Software on Customers computers and to use the
Software for developing, executing and redistributing Customer Software ( hereinafter: Use ) , but
only in strict compliance with the Contract and these Conditions. Customer Software is defined in
clause 3.7.1
3.2.1 The Customer may purchase by a Contract the license for the Software and any supplies and
services related thereto provided by ILNumerics for Use during a period as determined by the
Contract starting with the purchase date of the Software, if not otherwise specified in the Contract.
The Contract may also expressly include by a Maintenance Subscription the acquisition of ILNumerics
valid updates and maintenance of the Software for Use and subject to the conditions of the Contract
and these Conditions.
3.2.2 Customer shall be entitled to the Use of the Software only in the cases that ( i ) Customer has
acquired from ILNumerics a Maintenance Subscription which is valid at the respective time or ( ii )
the right to the Use of the Software or parts of it is expressly granted in the Contract for each
individual case; but, however, customer shall refrain from any other use of the Software.
3.2.3 The Customer shall be obligated to activate after conclusion of the Contract the installation of
the Software as prescribed by ILNumerics. The Customer shall activate exactly one personalized
operating system user account on one computer (hereinafter: Developer Seat ) in order to enable the
use of the Software by the single person associated with the account and during the activation
period. Customer shall repeat the activation of the Developer Seat during the period of Use as
determined by the Contract.
The activation process requires the transfer of activation data between the Customer and ILNumerics
during the activation process and the storage of such data on the computer of the Customer during
the contractual use of the Software as well as the storage and use of such data by ILNumerics.
3.2.4 Without obligation ILNumerics may allow the transfer of an activated Developer Seat and the
activation of another personalized operating system user account on the same or on another
computer within reasonable intervals and within the period of the valid Maintenance Subscription.
Before such transfer and before the activation Customer shall request explicit, written confirmation
by ILNumerics and make available to ILNumerics any information technically or otherwise required
and/or related to the transfer, and Customer shall refrain from activating the license on another
operating system user account without having received written confirmation from ILNumerics.
Customer shall take appropriate action to ensure that the formerly activated Developer Seat is not
used for accessing or using the Software after the transfer. Customer shall deliver appropriate proof
of such actions to ILNumerics on request.
3.2.5 Customer shall be obligated to secure the installation of the Software before and after
activation on a Developer Seat by performing backups within reasonable time intervals. In case of
damage to the computer and/ or to the Developer Seat caused by hardware and/or operating system
failure ILNumerics grants Customer the right to repair the damaged part and to reinstall the
installation from the backup and to continue accessing the Software for Use and subject to the
conditions of the Contract and these Conditions.
3.3.1 The Software as well as any supplies and services of ILNumerics are described in the
documentation which is made available by ILNumerics in the valid individual Contract or separately
on request.
3.3.2 Customer may use the Szip software integrated with HDF5 as integrated with the Software to
decode data and for internal activities that do not involve or result in the development of a Szip-
based software product. In order to use Software to encode data based on Szip software or in the
development of a Szip based software product, Customer must acquire an appropriate license from
the appropriate licensing agent or by contacting info@ics-rhbd.com. In case of redistribution of the
Szip software Customer is responsible for arranging and meeting any licensing requirements with the
license owner of Szip software.
3.4.1 The Customer shall refrain from ( i ) using the Software for any purpose other than permitted
under the Contract, ( ii ) copying and / or ( iii ) making available to third parties any technical
specifications, cost estimates, quotations, images, drawings, calculation, software and other records
which the Customer may receive from ILNumerics, in particular in connection with the negotiation
or the performance of the Contract.
The Customer may not pass these items on to third parties except with the prior written consent of
ILNumerics. ILNumerics reserves the copyright and all other rights in such materials.
3.4.2 The Customer shall refrain from ( i ) reverse engineering the Software or transforming it in any
other way or ( ii ) modifying, adapting, translating or creating derivative works of the Software or its
documentation or ( iii ) reverse engineering or transforming in any other way, accessing, or copying
any intermediate or final results created by the Software or by parts of the Software, especially by its
compiler, except in each case to the extent expressly permitted in these Conditions, in the Contract
or under mandatory law. Any copies of the Software and its documentation shall contain all of the
copyright notices, trademarks and trade names, and user information as shown on the original.
Neither Customer's right to copy and modify the Software to the extent expressly permitted by
applicable mandatory legislation regarding back up or the elimination of errors nor Customer's right
under applicable mandatory legislation regarding reverse engineering shall be restricted hereby.
3.5 In the event that the Customer violates the obligation(s) of clauses 3.4.1 / 2 ILNumerics shall be
entitled to request immediate release and delivery of such materials, independent of any other rights
of ILNumerics.
3.6 Customer shall refrain making the Software, related supplies and services or parts thereof
available to any third party, whether by delivering a data medium, over a network, by a service or in
any other form, whether or not for compensation, except with the prior written consent of
ILNumerics. ILNumerics shall grant such consent if ( i ) Customer discloses to ILNumerics the name
and address of such third party and the date of transfer, ( ii ) the third party acquirer assumes all
obligation regarding the Software under the Contract and these Conditions and ( iii ) the Customer
destroys all copies of the Software in its possession.
3.7 Redistribution
3.7.1 Notwithstanding the foregoing regulations in clause 3.6 Customer may make available to a third
party (hereinafter: Client ) unmodified copies of the redistributables contained in the Software
package as set forth in the file "redist.txt" (hereinafter: Redistributables), together with Customer's
proprietary software generated using the Software (hereinafter: Customer Software). This right shall
only apply to the extent that ( i ) such client has agreed to terms of use at least as restrictive as
provided in these Conditions, and ( ii ) such Client may use Redistributables exclusively together with
Customer Software provided by Customer together with such Redistributables.
3.7.2 Independent of all other rights of ILNumerics the Customer agrees to indemnify ILNumerics for
any damage or loss suffered in connection with the infringement of these Conditions or any of
ILNumerics Property Rights by a Client, and hold ILNumerics harmless from any claims asserted by
Clients in connection with the use of, or access to, the Software, unless these are based upon a
breach of the Contract by ILNumerics.
3.8 Customers Special Limitations of Using the Software.
3.8.1 Customer is not entitled to use the Software in such a way that results in Customer's
development of software products which are directly or indirectly competitive with the Software or
other products of ILNumerics. In addition, Customer's use of the Software must be for the purpose of
developing Customer products that include significant value-added features.
It is not allowed to use the Software to create frameworks, wrappers, delegation layers, services,
software development tools or other products that could be enabling anyone to reuse it
programmatically.
3.8.2 It is not allowed to access the functionality of the Software by reflection or to use code
injection techniques with the Software. Access to the Software is restricted to such methods which
are explicitly marked for public access in the specification of the Software.
3.8.3 Independent of all other rights ILNumerics is entitled to immediately terminate the granted
license, if the Customer shall not comply with his obligation(s) as mentioned in the clauses 3.7 and
3.8, especially in case of material breach of the Contract.
The provision of incorrect data in the Contract, including but not limited to data referring to the
company size of Customer, is considered a material breach of the Contract.
3.9 Property Rights, Restricted Rights of Use. Customer's right to use the Software and its
documentation, protected by intellectual property rights of ILNumerics, shall be strictly limited to ( i )
internal purposes, ( ii ) use only on a Developer Seat by a single ( 1 ) person (Customer or affiliated
with Customer) which is destined by the Customer for Customer's development with the Software
and named to ILNumerics on request, ( iii ) otherwise as provided in the Contract and / or in these
Conditions. ILNumerics reserves all other rights.
3.10 Terms of delivery. All Deliverables shall be delivered ex works (EXW) ILNumerics Berlin
(Incoterms 2010); prices quoted by ILNumerics shall be deemed agreed on the same basis.
ILNumerics may provide the Software solely electronically via online download.
3.11 ILNumerics reserves the right to supply a successor version of the Software version ordered
which has become available prior to delivery, provided that the successor version meets the agreed
specifications, and is not more expensive than the version ordered, and the Customer has not
explicitly precluded delivery of such successor version.
3.12 Special Responsibilities of the Customer. Customer shall be solely responsible to procure a
system environment complying with any technical guidelines issued by ILNumerics or third parties
relating to the use of the Software.
In the event that ILNumerics identifies to Customer a third party service provider for such system
environment, ILNumerics shall not assume any liability with respect to the performance of such third-
party service provider as far as legally admissible.
3.13 The Customer shall not distribute the Deliverables into countries and / or to users as prohibited
under German or other statutory law; therefore the Customer shall not have a statutory right of
recourse or any other right.
3.14 No Property Guarantees. Absent express written confirmation, ILNumerics shall not be deemed
to have guaranteed certain properties of the Deliverables. The properties of the Software are
described conclusively in the Software documentation.
4. Software Maintenance. ILNumerics provides to Customer all such new versions of the Software
(hereinafter: Updates ) free of charge as long as it is valid in accordance with the Contract resp. the
valid Maintenance Subscription, which are approved by ILNumerics for distribution to the public.
ILNumerics intends to release Updates at reasonable intervals, but does not guarantee that particular
Updates will be made available at a particular point in time.
Updates are accordingly subject to the regulations and especially to the restrictions of use set forth
in these Conditions and in the Contract for the Software.
Customer acknowledges that any ( i ) remedies for Defects of Updates and ( ii ) any liability of
ILNumerics for such Updates, regardless of the legal foundation they are based upon, is accordingly
subject to the limitations set forth in the Contract and these Conditions, especially clause 6.
After the Customer has upgraded to a new Update, any right of use with respect to the former
version(s) of the Software shall terminate automatically after an evaluation period of thirty ( 30 )
days after the date the Update has been installed.
Individual support by ILNumerics to Customer is provided according to the details of Contract and is
subject of support tickets. The term of a support ticket is identical with the term of the validity for
the corresponding maintenance subscription. Personal and Academic Customers are not entitled for
individual support from ILNumerics unless Contract states otherwise.
5.1 Confidentiality. The parties mutually agree to keep strictly confidential all technical and
commercial information which by its nature (notably the source code of the Software) or by explicit
marking is confidential and was received from the respective other party (hereinafter: Information)
and to refrain from using any such Information except as strictly required to perform the Contract.
This restriction shall not apply to Information which the recipient can show was already published or
known to the recipient at the time of disclosure or that was published later without the fault of the
recipient.
The parties represent that their respective employees, consultants and subcontractors are bound by,
and all comply with the obligations as stipulated herein.
The recipient shall notify the disclosing party without undue delay if he receives notice from a court
or authority or third party to disclose such information.
This confidentiality clause shall survive termination of the Contract as far as legally admissible.
5.2 Notwithstanding the foregoing regulations in clause 5.1 Customer shall grant ILNumerics the right
to make publicly available any materials Customer shall deliver to ILNumerics without written
request and which are not strictly required to perform the Contract and are not marked as
confidential. This shall expressly include but shall not be limited to code examples and general
feedback for the Software and services related thereto, provided by ILNumerics.
ILNumerics, however, shall refrain from making publicly available any Information which shall allow a
recipient to infer personal, commercial or otherwise sensible Information of Customer.
6. Limited Remedies for Defects (Warranty). Any deviation in the deliveries of ILNumerics from
agreed specification(s) and / or any violation of rights of third parties shall be deemed as defect
(hereinafter collectively: Defect(s) ).
In accordance with the valid statutory law the Customer may exercise his remedies for repair or
replacement of the Software and the documentation as well as the supplies and services and, only
where that fails or in other exceptional cases as provided for under valid statutory law, withdraw
from the Contract or demand a reduction of the agreed price (hereinafter Warranty Claims), subject
to the following limitations:
6.1 The Customer shall inspect the Software and its documentation as well as any supplies and
services of ILNumerics and notify ILNumerics of any Defect immediately upon delivery. In the
absence of such immediate notice, the Customer shall be deemed to have accepted any Defect of the
Software and its documentation as well as of any supplies and services of ILNumerics that could have
been detected through due diligent review. Notably, such notice shall not be deemed immediate if it
is received by ILNumerics more than 14 days after delivery.
6.2 Customer shall define for ILNumerics the details of an alleged Defect in writing or by Email and
shall immediately answer any questions of ILNumerics. ILNumerics shall also be entitled to free and
unrestricted online access to the Customer computer(s) to the extent necessary to define and
investigate any alleged Defect and to repair or replace the Software and / or the supplies and
services.
6.3 ILNumerics reserves the right whether to repair or to replace the Software and / or the supplies
and services which proves to be defective.
If ILNumerics fails to exercise such right within a reasonable time limit, such right shall pass to
Customer. ILNumerics shall have at least two attempts at such repair or replacement for every single
Defect, except where ( i ) this should unduly prejudice Customer in individual cases or ( ii ) due to the
nature of Defect or the Deliverable or other circumstances, a larger number of attempts is
appropriate. Customer shall allow ILNumerics a reasonable period of time for each attempt.
6.4 Any Warranty Claims shall be excluded ( i ) unless the Defect in question substantially limits the
suitability of the Software for the agreed purpose and ( ii ) if and to the extent such Warranty Claims
results from information, works or services or components provided by Customer.
6.5 Limitation Period. Customer's remedies for Defects of the Software - excluding the rights to claim
damages - shall be subject to a limitation period of twelve ( 12 ) months.
Notwithstanding the foregoing, all remedies based on
- fraudulent concealment of defects, or
- ( i ) gross negligence, willful misconduct or ( ii ) death or personal injury, caused by negligence or
willful misconduct, or
- guarantees of certain properties and / or
- the right to withdraw from the Contract based on a breach imputable to ILNumerics other than a
Defect
shall be subject to the applicable statutory limitation periods.
The limitation periods shall begin on the date specified by the statute.
Repair or replacement of Software shall not result in a renewal of the limitation period for the
Customer's warranty Claims with respect to the repaired Software. Notwithstanding the repair or
replacement, such Warranty Claims shall be subject to a limitation period equivalent to the
remaining limitation period applicable to the original Software, except that such limitation period
shall at the earliest expire one month after such repair or replacement or ILNumerics unjustified
refusal to undertake further attempts of repair or replacement.
6.6 Warranty Claims shall be excluded to the extent that the Customer ( i ) uses the Software for any
purpose other than the contractual purpose or in violation of the relevant statutory or contractual
requirements and/or guidelines issued by ILNumerics or third party manufacturers, or ( ii ) modifies
the Software or uses the Software together with any hardware or software not approved by
ILNumerics or any third party manufacturer for such purpose, unless, in each case, the Customer has
obtained the prior written consent of ILNumerics, and except, in each case, where the forgoing
circumstances did not cause the Defect.
6.7 Any Warranty for the Deliverables not infringing third party rights shall be limited to third party
rights valid in the country of the address where Customer is allowed to use the Software pursuant to
these Conditions. Furthermore any Warranty Claims for violation of third party rights shall be
excluded unless the Customer enables ILNumerics to conduct the defense alone without any
restriction and grants to ILNumerics the necessary powers and assistance, based on Customers cost.
7. Liabilities. ILNumerics shall be liable in damages, whether based on Contract or any other legal
theory, only to the extent that the damage was caused by gross negligence or willful misconduct
imputable to ILNumerics. In the event of death or personal injury, ILNumerics shall be liable also for
slight negligence in accordance with statutory law. In addition, ILNumerics shall also be liable in
accordance with statutory law for a slightly negligent violation of a fundamental duty under the
Contract, but such liability shall be limited to the purchase price (excluding VAT) of such Contract
which resulted in the damage. Customer herewith confirms that the total amount of any foreseeable
damages does not exceed such purchase price.
Fundamental duties as used herein comprises all duties which must be fulfilled by ILNumerics in
order to enable consummation of the Contract and the achievement of its purposes, provided that
Customer may reasonably expect fulfillment of such duties in view of the content and purposes of
the Contract.
7.1 The liability of ILNumerics shall cover neither ( i ) damage caused by loss of data to the extent
such loss could have been avoided by reasonable (at least daily, alternating) state of the art back-up,
nor ( ii ) damage caused by use of any Software or distribution of Customer Software which could
have been prevented by examination at regular intervals of the results of the use of the Software,
notably thorough review of the properties and absence of defects of Customer Software. ILNumerics
shall not be liable for any consequential damages.
ILNumerics shall not guarantee to conform to certain standards of security, except as defined in the
Software specification.
7.2 Limitations on the liability of ILNumerics agreed in the Contract or these Conditions shall apply
also to the personal liability of ILNumerics officers, employees and agents.
7.3 Where Software is provided free of cost (e.g. demo Software, Software subject to open source
license terms, Updates, Maintenance, Tools) ILNumerics shall be liable for damages only in case of
gross negligence or willful misconduct imputable to ILNumerics and / or fraudulent concealment of
defects.
7.4 Any mandatory liability under the German Product Liability Act and/or arising from a guarantee
of properties shall remain unaffected.
8. Indemnification. Customer shall hold ILNumerics harmless from all claims asserted by third
parties that the Customer has violated statutes or regulations applicable to the business, including,
but not limited, to statutes of unfair competition or data protection.
Customer shall hold ILNumerics harmless from all claims asserted by third parties and any other
damage or loss based on ( i ) the Customer's representations vis-�-vis third parties with regard to
properties or technical specifications of the Deliverables to the extent that such claims deviate from
the specifications published and distributed by ILNumerics and ( ii ) use of the Customer Software by
such third party.
9. Data Protection, Right of Use, References, Advertising. The Customer is hereby notified that
ILNumerics shall comply with Data Protection as far as admissible in accordance with European /
German mandatory law concerning Data Protection. ILNumerics shall also store, process and use
personal data and other contact information including important technical / non-technical
notifications by the Customer in the context of the business relationship for the purposes of contact
management, advertising and important technical /non-technical notification.
Customer also agrees that ILNumerics may name the Customer as disclosed by Customer as
reference in any publication, notably in any advertising material. ILNumerics may in this context also
disclose details of the respective Deliverable.
The Customer may withdraw his consent to the storage, processing and use of the data for
advertising purposes at any time with a notice period of thirty ( 30 ) days by written notice.
By using the Software as integrated part of Visual Studio(R) Customer shall agree that information
shall be exchanged between Visual Studio(R) and ILNumerics for the purpose of update notifications.
10. Notices. Any notices, declarations or waivers which may be declared or made pursuant to the
Contract or these Conditions shall be valid only if they are in writing unless explicitly agreed
otherwise.
11. No assignment. The Customer shall not be entitled to assign any of its rights under the Contract -
except for claims of payment - to any third party without the prior written consent of ILNumerics,
which consent shall not be unreasonably withheld.
12. Changes of these Conditions. ILNumerics shall be entitled to change or amend these Conditions
by unilateral notice with proactive effect, observing a one month notice period.
In such case the Customer shall have the right to withdraw from the Contract, observing a two
weeks' notice period with effect to the effective date of the proposed amendment. Where Customer
does not exercise this right, the amendment shall become effective.
The amendment shall not affect pre-existing perpetual licenses.
13. Severability. Should one or more provisions of the Contract or these Conditions be or become
invalid or unenforceable, the validity and unenforceability of the other provisions shall not be
affected. In this case the parties shall in god faith negotiate the provision in question in order to
replace it by a corresponding provision legally permitted, reflecting the economic intention of the
original provision as far as possible. Procedure shall be the same if a loophole requiring
supplementation arises on performance of the Contract.
14. Place of Performance shall be Berlin, Germany.
15. Governing Law, Jurisdiction
15.1 The Contract and these Conditions shall be governed by the laws of Germany with the exception
of the conflict of law rules and the UN Convention on the International Sale of Goods (CISG).
15.2 All disputes under or in connection with the Contract and / or these Conditions shall be
submitted exclusively to the courts competent for Berlin, Germany, to the extent that the Customer
is a commercial entity or a public law corporation, or a public law fund or trust.
The Customer hereby submits expressly to the jurisdiction of the courts competent for Berlin. The
same shall apply if, at the time the claim is brought, the Customer's domicile is not in Germany or not
known.
ILNumerics reserves the right to take legal actions against the Customer in the courts having general
personal jurisdiction over the Customer.
The prevailing party in any legal action arising out of or relating to the Contract and / or these
Conditions shall be entitled to an award of its reasonable attorneys' fees and costs, in addition to any
award of damages or other relief, if any, awarded to the prevailing party; such claim shall be
applicable even if the statutory law does not include a corresponding right.
Should you have any questions to these Conditions, contact us or write:
ILNumerics GmbH
Bessemerstr. 82
12103 Berlin, Germany
Tel. : +49 30 5557 9793
Fax: +49 30 1388 1022
Email: info@ilnumerics.net