Terms of Use

1. General

1.1 Any use of this web site provided by Priority-based Control Engineering and/or its affiliates ("PCE"), "PCE Web Site", is subject to these Terms of Use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g. for the purchase of products and services. With log-in, or where a log-in is not required, in accessing or using the PCE Web Site these Terms of Use are accepted in their then current version.

1.2 In the case of Web offers aimed at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.

2. Services

2.1 This PCE Web Site contains specific information and software, as well as - as the case may be - related documentation, for viewing or downloading.

2.2 PCE may stop the operation of the PCE Web Site in full or in part at any time. Due to the nature of the internet and computer systems, PCE cannot accept any liability for the continuous availability of the PCE Web Site.

3. Registration, Password

3.1 Some pages of the PCE Web Site may be password-protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. PCE reserves the right to deny registration to any User. PCE particularly reserves the right to determine certain sites, which were previously freely accessible, should be subject to registration. PCE is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data (as defined below), in particular if the User

- uses false data for the purpose of registration;

- violates these Terms of Use or neglects its duty of care with regard to User Data, including the duty of not providing User Data to anyone else; or

- violates any applicable laws in the access to or use of the PCE Web Site.

3.2 For registration the User shall give accurate information and, where such information changes over time, provide PCE with updated information (to the extent possible: through email) without undue delay. The User shall ensure that its e-mail address, used for accessing the PCE web site, as supplied to PCE, is current and it is an address at which the User can be contacted.

3.3 Upon registration the User will be provided with an access code, comprising a User ID and a password ("User Data").

3.4 The User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off from the password-protected websites. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall notify PCE thereof without undue delay in writing, or, as the case may be, by e-mail.

3.5 After receipt of the notice under paragraph 3.4, PCE will deny access to the password-protected area under such User Data. Access by the User will only be possible again upon the User's application to PCE or upon new registration.

4. Rights of Use to Information, Software and Documentation

4.1 The use of any information, software and documentation made available on or via this PCE Web Site is subject to these Terms of Use or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with PCE. Separately agreed-to license terms, for example, those attached to software downloads, shall prevail over these Terms of Use.

4.2 PCE grants User a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the User on or via the PCE Web Site to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by PCE in making same available or until PCE explicitly revokes the license through a notice to the user.

4.3 Software may be made available in object code. There shall be no right for the source code to be made available. This shall not apply to source code related to open source software, which license conditions take priority over these Terms of Use in the case of transfer of open source software and which conditions require the making available of the source code. In such case PCE shall make the source code available in return for the payment of costs.

4.4 Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available. Unless such is allowed by mandatory law, the User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The User may make one backup copy of the software where necessary to secure further use in accordance with these Terms of Use.

4.5 The information, software and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation, or any copies thereof.

5. Intellectual Property

5.1 Notwithstanding the particular provisions in 4 of these Terms of Use, information, brand names and other contents of the PCE Web Site may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of PCE.

5.2 Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded.

6. Duties of the User

6.1 In accessing or using the PCE Web Site the User shall not

- harm other persons, in particular minors, or infringe their personal rights;

- breach public morality in its manner of use;

- violate any intellectual property right or any other proprietary right;

- upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;

- transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or

- distribute advertising or unsolicited e-mails (so-called "spam") or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.

6.2 PCE may deny access to the PCE Web Site at any time for any reason at its discretion, in particular if the User breaches any obligation arising from these Terms of Use.

7. Hyperlinks

The PCE Web Site may contain hyperlinks to the web pages of third parties. PCE shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as PCE does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.

8. Liability for defects of title or quality

8.1 Insofar as any information, software or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded.

8.2 The information on the PCE Web Site may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed upon in each case at the time of purchase.

9. Other Liability, Viruses

9.1 The liability of PCE for defects in relation to quality and title shall be determined in accordance with the provisions of 8 of these Terms of Use. Any further liability of PCE is excluded unless required by law, e.g. in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.

9.2 Although PCE makes every endeavor to keep the PCE Web Site free from viruses and other malware, PCE cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.

10. Export Controls

10.1 The export of certain information, software and documentation may, e.g. due to its nature or intended use or final destination, be subject to authorization. The User shall strictly conform with the export regulations for information, software and documentation, in particular with those of the USA.

10.2 The User shall particularly check and verify that

- no undertaking or person listed in the U.S. Denied Persons List (DPL) shall receive commodities, software or technology of U.S. origin;

- no undertaking or person named in the U.S. Warning List, U.S. Entity List or U.S. Specially Designated National List shall receive items of U.S. origin without a license; and

- Access to software, documentation and information on the PCE Web Site shall only take place if such conforms with the above checks and guarantees. Where the User does not comply with the above, PCE shall not be obliged to perform.

11. Data Privacy Protection

For collection, use and processing of personally identifiable data of the User of the PCE Web Site, PCE shall comply with applicable laws on data privacy protection and the PCE Web Site Data Protection Privacy Policy, which is available per hyperlink on the PCE Web Site and/or on www.pce-co.com.

12. Supplementary Agreements, Place of Jurisdiction, Applicable Law

12.1 Any supplementary agreement must be maintained in writing.

12.2 The place of jurisdiction over this agreement shall be Franklin County, OH, USA.

12.3 The individual pages of the PCE Web Site are operated and administered by PCE. The pages comply with the law applicable in the country where the responsible company has its business residence. PCE makes no representation that information, software and/or documentation on the PCE Web Site are appropriate or available for viewing or downloading at locations outside such country. If Users access PCE Web Site from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to PCE Web Site's information, software and/or documentation from countries where such content is unlawful is prohibited.

12.4 These Terms of Use shall be governed by - and all disputes relating to or in connection with these Terms of Use or their subject matter shall be resolved in accordance with - the laws of the State of Ohio.


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