Novinky
Software Licence Agreement

(Dated: August 1, 2021)

In addition to the software lease agreement, WAGO-Elektro spol. s r.o. ("WAGO") and the Cus-tomer (also referred to herein as “User”) enter in-to the following software license agreement ("SLA"), with which the Customer expressly con-firms that it acts in its capacity as business entity and not as private consumer. User is entitled (but not obligated) to register at www.wago.com for the product-specific newsletter.

These stipulations apply to computer programs and the associated documentation (collectively re-ferred to as "Software") and products with in-tegrated computer programs. Applicable in addi-tion are WAGO's General Terms and Conditions of Contract ("GTC"), published at www.wago.cz. In the event of conflicts or other ambiguities, the provisions of the SLA have precedence over the GTC.

§ 1 General terms of use

1. Basic content of the right of use. In accordance with the agreed licensing model (see subpara-graph 2 below) and the terms of use regulated in this SLA, WAGO grants the User a nonexclusive and, unless otherwise agreed, non-expiring and non-assignable right to personally use the sup-plied Software in object code in accordance with this SLA. If a need exists and it has not been oth-erwise agreed, the User shall assume responsibil-ity for installing and configuring the Software (see section 12). The Software may not be modified and the rights of use associated with the respec-tive licensing model may not be transferred to third parties (including by way of sublicensing) unless otherwise expressly regulated in these Terms of Use or in an individual agreement. In such a case, the User must obligate the third par-ty to assume the full extent of the rights and du-ties under this SLA. Moreover, in case of doubt the provisions on the scope of the license shall be strictly interpreted.

2. Licensing models:

  • "Individual licenses" include the right to use the Software and the corresponding license key on or with a computer; contemporaneous parallel use on other computers or more than one instance of the web portal is not permit-ted.
  • “Workstation licenses” grant the right to use the Software on or with up to two computers at the same time and therefore comprise two corresponding license keys; contemporaneous parallel use of more than two instances of the web portal is not permitted.
  • "Multi-user licenses" grant the right to use the Software and the license keys simultane-ously on or with a number of computers or a number of instances of the web portal equal to the number of license keys purchased.
  • "Site licenses" grant the right to use the Soft-ware and the corresponding license key on or with a large number of computers at a site of the User.
  • "Buy-out licenses" grant the User the right to utilize the Software and the corresponding li-cense key for an unlimited number of com-puters at an unlimited number of sites of the company.
  • "Point licenses" grant the right to use the Software to the extent defined by the indicat-ed number of points. Depending on the article, different criteria apply to calculation of the number of points needed. For example, this can be the complexity of the product, a func-tional scaling (number of devices / number of connections), a temporal scaling as well as a combination of such criteria.

3. Clarifications:

  • Temporary licenses: If a license model is fur-ther particularized through the adjective "temporary" (or a comparable addition), the corresponding license is valid for a limited time, with the validity period (calculated from the first installation or use) resulting from the specific license label. Temporary licenses can be extended through corresponding license keys or converted into a permanent license. The prices of the license keys required for this are based on the current WAGO catalog. The Software may no longer be used upon expira-tion of the term.
  • Buy-out licenses: Unless otherwise agreed, buy-out licenses also include the right of the User to utilize the Software in its end prod-ucts, provided that such end products contain WAGO automation technology; in such case, the User is entitled to grant rights of use to the extent required for the intended use of the end product (but the license key may not be passed on in any event).
  • “Computer” in terms of this SLA also means “controller” or “embedded devices.” To trans-fer the license to another computer, it may be necessary to involve WAGO.

§ 2 Special terms of use

4. Software type. If the User uses engineering soft-ware (“ESW”) to produce their own programs or data that contain parts of the ESW, the User has the right, without paying license fees, to dupli-cate or use such parts of the ESW as a compo-nent of its own programs or data or to supply them to third parties for use. If the User incorpo-rates runtime software (“RSW”), or parts thereof, into their own programs or data, the User must, before each installation or duplication of its own programs or data that contain RSW or parts thereof – depending on which occurs first – in-stall a license for the RSW in accordance with the intended type of use pursuant to the then appli-cable WAGO catalog. Unless the software type is otherwise explicitly agreed on by contract, the above provisions for RSW automatically apply.

5. Test versions. Test versions that can be down-loaded and installed for free from the WAGO website without ordering or that can be used online without installation include the right to use the Software for test purposes, which is nor-mally limited to 30 days of operation; additional rights are excluded. "Days of operation" are only such calendar days on which the Software is started at least once. Download, installation and use of test versions occur at the User's own risk. WAGO expressly makes no warranty that the test version is actually fit for the User's intended use. Test versions are nevertheless fully functional Software versions in which all functions can be used, including the download. If requested by the User, the 30-day evaluation period can be ex-tended through a test period extension license at WAGO's discretion. If the User decides on a spe-cific license model following the expiration of the evaluation period, the User can purchase the re-quired license for this for a fee and activate the full version by entering the corresponding license key. The provisions of this SLA apply to the full version upon its activation.

6. "WAGO software components" which are ex-pressly marked as “free” or whose proper use or technical implementation allow use in third-party controllers entitle the User to use the licensed components (in particular the WAGO libraries) in its end products to the extent that WAGO auto-mation technology is used in such a way that it is actively incorporated (and not only present) in the end product. Links with other software for es-tablishing interoperability are permitted within this framework. No further rights are granted. In particular, the User is not authorized to use and/or market parts extracted from the WAGO software components.

7. Third-party data. If data of third parties is pro-cessed or used in another manner during the use of WAGO products (software and/or hardware), the User is responsible for ensuring that this does not infringe the rights of third parties. If third-party rights are infringed and the third party makes a claim against WAGO arising from this, the User is obligated to fully indemnify WAGO.

§ 3 Usage restrictions

8. Usage restrictions. Subject to mandatory statu-tory requirements or other provisions in this SLA, the User is not allowed to (i) copy or otherwise duplicate any part of the Software (except to the extent provided by law for backup purposes), (ii) publicly reproduce or make the purchased Soft-ware available, either wired or wirelessly, (iii) translate, analyze, decode, convert or disassem-ble the source code of the Software or otherwise modify it in any way, (iv) create improperly deriv-ative works based entirely or in part on the Soft-ware, (v) modify or remove notes or references to copyrights or other protected rights, (vi) improp-erly pass the Software on to other persons (such as through rental, lending or leasing) or (vii) use the Software in areas with special risk which re-quire flawless continuous operation and in which the use or a failure of the Software can result in immediate risk to life, limb or health or in signifi-cant damage to property or the environment (such as the operation of nuclear power plants, weapons systems, aircraft and motor vehicles).

9. Clarifications: It is clarified (x) that no warranty is made that the licensed Software (including WAGO software components) is actually fit for a particular purpose (unless otherwise expressly agreed in writing), (y) that the transfer of the Software by WAGO wholesalers to their end cus-tomers in accordance with contract does not constitute an improper transfer in terms of sub-section (vi) of above section 8 and (z) that the User of WAGO software components is not au-thorized to use the licensed components (such as the WAGO library) in end products in which WAGO automation technology is not actively used, but only present or not used at all.

§ 4 Third-party software components

10. Open source software. If the Software contains open source software (also referred to as “OSS” herein), this is mentioned in the readme_OSS file of the Software (or in the file that corresponds to this); alternatively, the corresponding file is also available online by a download link or by e-mail for up to three years after purchase of the prod-uct. The same applies to the associated source code.

The User is authorized to use the open source software beyond the intended use in accordance with the applicable OSS license terms if he enters into licensing agreements with the respective holders of rights under the terms of the respec-tive open source license. These OSS license terms are enclosed with the Software and, relative to the holders of rights, have priority over this SLA and the GTC of WAGO, particularly in regard to any copyleft effects. The OSS license terms also have priority to the extent that, based on the combination of OSS components with proprietary components, they also grant the User certain rights of use in relation to the proprietary com-ponents or such rights of use are to be granted according to the OSS license terms of WAGO.

Upon request, WAGO will provide the OSS source code to the User or a third party in exchange for appropriate reimbursement of expenses, provid-ed that the license terms for the OSS provide for such delivery of the source code. A corresponding request is to be submitted to:

WAGO-Elektro spol. s r.o.
Phone: +420 261 090 143
Email: info.cz@wago.com

11. Third-party software. Along with OSS, the Soft-ware may also contain commercial third-party li-cense software—in other words, software which was not developed by WAGO itself, but which WAGO obtained by license from third parties.

§ 5 Installation of the Software

12. Software installation. According to the agree-ment, WAGO delivers the Software to the User either on storage media, via download, as a product component or provides online access. The User is responsible for installation and con-figuration (if necessary). During activation, the Software sends WAGO information on the Soft-ware and, as appropriate, on the User's computer; details on this are in the privacy policy at https://www.wago.com/de/rechtliche-hinweise/datenschutz. If the licensed computer or the web portal is connected to the Internet, the Software automatically establishes a connec-tion with WAGO for the activation, if such is re-quired for the installation of the respective Soft-ware.

13. Data use. WAGO uses the data that it collects through the Software features to update or cor-rect the Software and to otherwise improve its own products and services. Under certain condi-tions, WAGO also shares it with others. For ex-ample, WAGO passes error reports on to relevant hardware and software providers in order that, with the aid of such data, they will be able to im-prove the use of WAGO products for their prod-ucts. The User declares its agreement that WAGO is entitled to use and disclose the data as de-scribed in the privacy policy. When the computer or web portal is connected to the Internet, some features of the Software potentially establish a link to WAGO computer systems or service pro-viders in order to send or receive data. The User may not always receive a separate notice when the connection is established. When the User de-cides to use one of these features, he thereby de-clares his agreement to send or receive such data through the use of these features; these features can be deactivated by the User.

14. Updates. When the User installs the Software covered by this SLA as an update of existing soft-ware or when the web portal is updated, the up-date replaces the original software being updated. Unless the OSS license terms expressly provide otherwise, the User retains no rights in the origi-nal software after having executed the update, nor is the user authorized to continue to use or transfer it in any manner. If the User has activat-ed the corresponding function, the Software—potentially at regular intervals—performs a check at WAGO for updates of the Software. If updates are found, they may be automatically download-ed and installed on the licensed computer; the User can also download and install the updates manually from the WAGO website.

15. License control rights. Upon request, the User shall permit WAGO to verify the proper use of the Software, particularly whether the User is us-ing the software within the scope of the licenses the User purchased; this does not apply if such a verification would be prohibited under the rele-vant OSS license terms or the User, upon request, bindingly informs WAGO within a reasonable time of the results of a self-audit. If the verifica-tion or communication reveals a use of the Soft-ware by the User in breach of contract, WAGO is entitled to invoice the User for lump-sum com-pensation in the amount of the license fees in-curred for the additional use in accordance with the current price list. Moreover, the User shall bear the reasonable cost of the verification. The assertion of a claim for greater loss remains re-served.

§ 6 Liability for defects

16. Defects. A defect exists when, to the detriment of the User, the quality of the Software deviates from the product description in the documenta-tion available at the time of contract formation; to this extent it is agreed that minor and negligi-ble deviations are insignificant, as it is not possi-ble to develop software such that it fulfills all ap-plication requirements without any errors. The WAGO Software is not suitable for use with other than WAGO products unless the fact of its suita-bility is represented in the product description or WAGO's presentation of the product (for example, with e!COCKPIT). Information on the nature or possible applications of the Software in non-contractual sources (including manuals and pro-motional texts) does not constitute absolute war-ranties, even if they are characterized there as warranties.

WAGO planning and WAGO design software is only for better visualization and does not absolve the User of the obligation to review the sufficien-cy and functionality of the respective planning re-sult with due diligence and to comply with the recognized rules of technology, as well as legal requirements and DIN standards. WAGO is not responsible for incorrect or incomplete entries or for incorrect material or component selection when using the WAGO planning and WAGO de-sign software. WAGO Software is not suitable for planning with products other than WAGO prod-ucts.

17. Warranty upon final transfer of the Software. The liability for defects in Software that has been finally transferred to the User conforms to statu-tory provisions, which are modified as follows for the purchase:

WAGO shall, at its option, repair or replace, with-out charge, defective Software for which the causes already existed at the time of the passing of risk. In the case of software defects where WAGO is in possession of the source code and is authorized to modify it, WAGO shall cure any de-fects, at its option, either by providing a new ver-sion of the Software, in which only the defect is cured, or by providing an update in which the er-ror is also cured. In the case of software defects where WAGO is not in possession of the source code or is not authorized to use it, WAGO will cure the defect as follows: if WAGO is in posses-sion of an update or if WAGO can supply an up-date with proportionate effort, WAGO will cure the defect by providing the update.

Notices of defects must be delivered without de-lay in written form or in text form. WAGO must be granted an opportunity to cure within a rea-sonable time. The diagnosis and cure of defects shall take place either at WAGO or at the installa-tion site of the Software. However, for Software that has no license fees, WAGO shall be liable on-ly for intentional acts, fraud or gross negligence. Claims for cure (repair or replacement) lapse twelve months after the legal limitation period commences. The same applies to rescission and reduction in price. The same applies to rescission and reduction in price. This deadline shall not ap-ply in case of inten-tional acts or fraudulent con-cealment of the defect or failure. If the attempt to cure ultimately fails, the User may rescind the agreement or reduce the price.

18. Customer claims for temporary lease of the Soft-ware. The liability for defects in Software that has been temporarily leased to the User conforms to statutory provisions, which are modified as fol-lows for the lease:

Defects are cured exclusively through free repair or replacement at the option of WAGO. The cus-tomer may not terminate the agreement based on the failure to afford the contracted use until WAGO was given sufficient opportunity to cure the defect and it was ultimately unsuccessful, WAGO refused to effect a cure or it is unreasona-ble for the customer. Damages claims of the cus-tomer are also excluded in this case.

19. Common exclusions. No claims of the customer under items 16 through 18 above are possible for natural wear and tear incurred after the passing of risk as a result of improper use (including fail-ure to observe the specifications in the product manual, or other product information), or of in-correct or careless handling or excessive stress or for losses based on exceptional external influ-ences which are not anticipated in the agreement. Claims for defects are excluded in particular if functional restrictions were referred to in the re-lease notes associated with the product. Moreo-ver, claims for defects are available only when they are reproducible. If the customer or a third party undertakes improper modifications to the Software or extends the Software over interfaces, no claims are available for such modifications or extensions and the ensuing consequences.

§ 7 Liability for defective title

20. Defective title. WAGO shall provide the Software to the User free from third-party industrial prop-erty rights ("protected rights" herein) in the country of the place of delivery. If a third party makes justified claims against the User for the in-fringement of protected rights through Software which is used as contracted, WAGO shall provide a warranty to the User as follows:
21. Claims of the customer. WAGO shall, at its option, obtain at its own cost a right to use the Software in question, modify the Software in such a way that the protected right is not infringed, file a pe-tition for cancellation or revocation, or replace it. If this is not possible on reasonable conditions, the legal rights to rescind the contract or reduce the price shall be available to the customer. The above obligations shall exist only if the User im-mediately informs WAGO in writing or in text form concerning the claims asserted by the third party, does not acknowledge any infringement and all defensive measures and settlement nego-tiations remain reserved for WAGO. If the User stops using the Software in order to mitigate loss or for any other important reason, the User is ob-ligated to point out to the third party that the discontinuation of use is not associated with an acknowledgment of infringement.
22. Exclusions. Claims of the User are excluded if the User is responsible for the infringement of the protected right. Claims of the Customer are fur-ther excluded if the infringement of the protected right is occasioned by special instructions of the User or by an application that is not approved by WAGO. Claims of the Customer are also excluded if the Software is modified by the User or just uti-lized in an infringing manner together with prod-ucts not supplied by WAGO. Further claims of the User against WAGO and its agents for defective title or other than those regulated in sections 20 through 22 are excluded.
23. Limitation of actions. Upon final transfer of the Software, claims of the User lapse twelve months after the legal limitation period commences.

§ 8 Joint and several liability

24. General limitation of liability. WAGO is fully liable to the customer (a) for intentional acts, fraud or gross negligence, (b) for loss of life, bodily injury or injury to health, and (c) in additional cases of statutorily mandated liability. If WAGO has as-sumed a guarantee or the procurement risk, WAGO is liable to this extent.
In case of an unintentional or non-grossly negli-gent breach of cardinal duties (duties which must absolutely be fulfilled first to facilitate the per-formance of the contract and on whose ob-servance the customer may regularly rely), WAGO's liability is limited to foreseeable loss typical of contracts.
The above provisions on joint and several liability also apply to the legal representatives, assistants and agents used by WAGO.
25. Special limitations of liability: Where the Soft-ware is leased only temporarily, WAGO's liability for other cases of slight negligence shall be lim-ited to six times the monthly rent. Strict liability under lease law for defects that already existed at the time of contract formation is excluded.
26. Otherwise, WAGO's liability for loss of data in the cases of subparagraphs 24 and 25 above is lim-ited to the typical cost of restoration which would have occurred if backup copies had been routinely produced commensurate with risk. By way of clarification, the User is responsible for preventing security problems with regard to its own systems and data, including the software hosted on the User's systems. The responsibility of the User also expressly includes protection against undesirable intruders, such as malware, viruses, spyware or Trojans.

§ 9 Burden of proof and information on security deficiencies

27. A change in the burden of proof to the detriment of the Customer is neither intended nor associat-ed with the provisions in sections 16 through 26 above.
28. Apart from that, WAGO shall provide information (under www.wago.com/security) as needed about security-related circumstances that have not surfaced until after the Software has been placed on the market. Security notifications given there have an exclusively technical, informational character; the contractual understandings remain unaffected by them. In addition, if the customer itself discovers security gaps, it is obligated to confidentially inform WAGO about its findings and to keep them confidential from third parties until the security gaps have been closed and WAGO has issued a corresponding security notice. Pertinent information can also be forwarded to WAGO through security@wago.com.

§ 10 Final provisions

29. This SLA is subject to Czech law, with the excep-tion of UN Convention on Contracts for the Inter-national Sale of Goods. Amendments and sup-plements to this agreement, including notice of the termination of this agreement, must be in written form to be legally effective.
30. Should one of the provisions of these terms of use be or become invalid or unenforceable, this shall not affect the validity of the remaining pro-visions. The provision concerned shall be replaced by an effective and enforceable provision which comes closest to the objectives pursued by the provision concerned. The same shall apply to any contractual omissions.
31. This SLA is available in various language versions. In case of conflicts or ambiguities, the English language version has exclusive application.