ACOUSTICON ACAM License Contract                                                      10-2004

This is a legally valid contract between you (in the following referred to as client) and ACOUSTICON Hörsysteme GmbH (in the following referred to as Acousticon).

This contract is part of the purchase agreement, and is sent to you together with the order confirmation. If you do not contradict this contract it is accepted.

The shipment of the software and hardware will usually require some days, mostly even some weeks. Therefore read this contract carefully and object, if you do not agree with the following contents.

Latest with the handover of the hardware which cannot be operated without the software, you will accept this contract.

To avoid damages and losst of data it is absolutely necessary to perform a backup in regular intervals! Please include also the original software into the first backup and keep this in a secure place.

§ 1

Specification, Guarantee of the Products Condition

The information in brochures, advertisements, documentation and similar scripts represent only descriptions and not a guarantee of the ACAM state. The guarantee of the ACAM state requires a specifically and written agreement. This applies also to quotations or information about the release of supplements and upgrades. The technical specification and performance descriptions of the software and hardware do not represent a guarantee of the state.

§ 2

Software Licenses

The client may only exclusively use the ACAM software including its documentation because of a license given by ACOUSTICON.

The client gets a software license by ACOUSTICON, serving for operation of the software together with the supplied hardware. The software license is combined with the control unit and cannot be transferred to a different hardware.

The hardware and software may not be subleased or given to third party. The license is only valid for the user who is registered in the software as licensee. The passing on of the hardware and software requires a written agreement of ACOUSTCON. Also sublicenses, or secondary purchase, or leasing of the hardware or software is not permitted.

ACOUSTICON only declares her agreement to a secondary purchase, leasing, or gift if the purchasing third party also agrees with the further application of the contract conditions towards ACOUSTICON. In the case of passing on, the client has to give all available copies to the new user. As a result of passing on the system in terms of purchasing, or gift, the right of the old user for utilization of the program terminates. In the case of leasing or loan, the new user has no rights to make use of the system. As this can normally not ensured a passing on by leasing or loan is excluded, as long as ACOUSTICON has not agreed in advance. The agreement may not be refused in bad faith. In the mentioned cases the client is obliged to immediately communicate the name and address of the new user to ACOUSTICON.

Additional to utilization of the software for operating the control unit, it is permitted to install and run the software on further computers of the commercial unit. The utilization of the software then serves for regarding and processing the data measured with the system.

The software license is still valid even if the ACAM hardware is now longer used. Nevertheless the right of further development of the software terminates. Support and maintenance are always combined with the hardware. If this is no longer used, the obligation of ACOUSTICON maintaining and developing the software terminates.

All rights especially copyrights on the forwarded software as well as the forwarded documentation are exclusively due to ACOUSTICON as far as this is not expressly indicated in a different way.

The ACAM use license is granted for an unlimited time, and can be cancelled by ACOUSTICON only for an important reason. An important reason exists, if the client does not properly fulfil his contractual commitments, or even though he has got a reminder, does not make any debt payments within ten days after receiving this reminder. A cancellation by ACOUSTICON refers to all components of the ACAM System provided to the client (the complete hardware and software including the copies made of the software).

ACOUSTICON points out that the clients are liable for all damages as a result of copyright violations caused by these.

ACOUSTICON offers her clients updates and upgrades. In the case of obtaining updates and upgrades the old license will loose its validity.

§ 3

Guarantee for ACAM

ACOUSTICON takes considerable effort to achieve high quality in the ACAM product. However, software flaws can still occur.

ACOUSTICON cannot take responsibility for errors or deficiencies that are beyond the scope of this warranty. TThese include errors due to the operating speed of the computer or the resources of the operating system. The ACAM software is provided with a safety feature that prevents high decibel  signals to from harming the patient.

For some errorsthe co-operation of third party is necessary. This is especially the case in saving data in NOAH or in office programs. ACOUSTICON endeavours to provide a safe and correct data transfer in all cases. However, errors can originate in programs that are used with ACAM.ACOUSTICON will determine whether a rework or a replacement of the ACAM hardware or software is required.

If rework attempts by ACOUSTICON are unsuccessful, and if ACOUSTICON does not provide replacement ACAM hardware or software, the client has a right of cancelling the contract and partial or full reimbursement.  ACOUSTICON is not responsible for loss or damages resulting from the use of faulty equipment.

Public statements, blurbs or advertisement of ACOUSTICON do not represent state information of ACAM as stipulated in the contract.

The client does not get any guarantees in the legal sense by ACOUSTICON, unless it is agreed in this way in a written form. The warranty claim will be dropped for deficiencies, failures, or damages led back to improper operation, errors in the computer hardware, the operating systems, disregarding the backup regulations or miscellaneous processes, which are beyond the area of responsibility of ACOUSTICON or when the client refuses ACOUSTICON the possibility to investigate the cause for the reported deficiency.

The limitation period is one year after starting up the ACAM.

§ 4

Complaint

The ACAM hardware and software have to be locally checked on delivery / installation for quantity and quality. Obvious deficiencies have to be claimed to ACOUSTICON within a deadline of two weeks starting from the delivery / starting up; otherwise the assertion of the warranty claim is excluded. For observance of the deadline the sending on time is sufficient.

 

§ 5

Liability

In the case of slightly careless violations of duty, the liability of ACOUSTICON is limited to the predictable, contract typical, instantaneous average damage depending on the type of product. This applies also to a slight carelessness for violations of duty by legal representatives or vicarious agents from ACOUSTICON. It does not apply to damages caused by delay.

ACOUSTICON is not liable in the case of a slightly careless violation of not fundamental contractual obligations.

Claims for damages of a client because of a deficiency will come under the statute of limitations within one year from starting up the ACAM. This does not apply, when a serious fault or malice from the part of ACOUSTICON exists.

§ 6

Product Changes

ACOUSTICON reserves for herself product changes not affecting the general functionality.

§ 7

Final Provisions

Place of fulfilment and jurisdiction is Darmstadt, Germany. The right of the German Federal Republic applies.

Additional supplements or changes of contracts require a written form. This applies also to a possible waiver of the requirement of a written form.

§ 8

Saving Clause

If any regulations of the complete agreement are in total or in part not legally effective or not practicable, the legal validity of the remaining regulations is not affected by this. The same applies, when it turned out, that the contract contains a regulatory gap. Instead of ineffective or impracticable regulations or for filling the gap, an appropriate regulation should apply matching best what the contractual partners have requested or would have requested according to the spirit and purpose of the contract, if they would have considered the item at the completion of contract.

To avoid greater damages by lost of data it is absolutely required that you perform backups in regularly intervals. Please include the original software in the first backup and keep this together with the license certificate in a secure place.

Acousticon Hörsysteme GmbH

Hirschbachstr. 48

D-64354 Reinheim - Germany