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End User License Agreement 

Bionic Reading AG
Masanserstrasse 194
CH-7000 Chur
Switzerland
bionic-reading.com

This End User License and Subscription Agreement (“EULA”) governs the Licensee’s use of the BIONIC READING® software and its related services (the “Software”) provided by BIONIC READING AG, Masanserstrasse 194, CH-7000 Chur, Switzerland, (“BIONIC READING®”).

1. GENERAL LICENSE TERMS
1.1. This End User License and Subscription Agreement (“EULA”) is a legal agreement between you, the Licensee, and BIONIC READING®. This EULA governs the terms of use for the Software license you have purchased. This EULA applies exclusively. The precedence of individual agreements between BIONIC READING® and the Licensee remains unaffected. The current version of this license agreement is available at any time on the BIONIC READING® website under EULA. The privacy policy of BIONIC READING® (“Privacy Policy”), which can be accessed under Privacy Policy, forms likewise an integral part of this EULA.

1.2. BIONIC READING® provides the Software to Licensee by means of a mobile client (“App”) for smartphones and tablet computers and/or on the local computer (“Desktop”). The Software includes machine-readable computer programs, partial source code and documentation in electronic format.

1.3. The functional scope of the Software as well as instructions for use are presented in detail on the BIONIC READING® website. The documentation can be viewed on the BIONIC READING website regardsless of the installation, use or purchase of the Software. 

1.4. By installing (downloading) the Software, available at the BIONIC READING website, you agree to the terms of this EULA and the Privacy Policy. 

1.5. If you do not agree with any of these documents, you are not authorized to install or use the Software.

1.6. BIONIC READING® shall have the right to replace, modify, amend or delete provisions of this EULA at any time in accordance with the procedures described in clause 16. below.

2. TERMS OF USE
2.1. Upon acceptance of the agreement and full payment of the fee in accordance with clause 7. of this EULA, BIONIC READING® grants to Licensee a non-exclusive, non-transferable, non-sublicensable and personal license to install and/or use the Software (in whole or in part) for the term of this EULA. You may not use the Software for commercial purposes or allow others to use it without having obtained a license from BIONIC READING®. 

2.2. In addition to downloading and installing the Software, the use of the Software according to this EULA includes loading it into the main memory, displaying it and running it. Provided that it is necessary for use in accordance with the contract, you are entitled to reproduce the supplied Software. In particular, the loading of the Software into the main memory shall be regarded as duplication required for use in accordance with this EULA. In addition, you are entitled to make a duplication for backup purposes (“backup copy”). In this case you are obliged to mark this backup copy as such and to attach a copyright notice of BIONIC READING®. A backup copy is not permitted to the extent that it is possible to download the Software from the server of BIONIC READING®. Therefore, you may not use the Software or any of its parts directly or indirectly to

  • i) sell, rent, lease, lend, license, distribute, market or otherwise commercially exploit the Software; 
  • ii) reverse engineer, decompile, disassemble, adapt, reproduce or create derivative works based on the Software, in whole or in part; 
  • iii) create, use and/or distribute “hack” programs or Software applications for this Software; 
  • iv) remove, alter, disable or circumvent any copyright or trademark notices or other copyright and proprietary information, proprietary notices or labels present on or in this Software; and
  • v) execute or re-execute this Software or any copy or adaptation in violation of any applicable law or regulation.

2.3. You agree to comply with all applicable laws, rules and regulations while using the Software. You further agree to abide by the following rules of conduct that apply to your use of the Software. These rules of conduct are not intended to be exhaustive and may be changed by BIONIC READING® at any time. In any case, you may only use the Software as intended. For example, you may (without limiting the right to take legal action against you by BIONIC READING®):

  • not create, use, share and/or in any way publish any material (texts, words, images, sounds, videos, etc.) in connection with the Software that would constitute a breach of a confidentiality obligation, an intellectual property right or the personal rights of a natural person, or that would incite the commission of an unlawful act;
  • not alter, interfere with, block, subject to an extraordinary load, interrupt, slow down and/or obstruct the normal functioning of the Software or its parts or its availability to other users or attempt to carry out any of the aforementioned actions;
  • not transmit or distribute any viruses, Trojan horses, worms, bombs, corrupted files and/or other similarly destructive devices or altered data under the Software, nor organise, participate in or in any other way be involved in any attacks on BIONIC READING’S servers and/or the Software and/or those of its service providers and partners;
  • not create, provide or use alternative methods of using the Software;
  • transmit or communicate any material or content that, in the sole and exclusive discretion of BIONIC READING®, is believed or deemed objectionable, including, but not limited to, infringing, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically or otherwise objectionable speech;
  • not harass or threaten other users of the Software.

2.4. BIONIC READING® may provide upgrades, changes, updates or additions to the Software during the term of this Agreement. The terms of this EULA shall apply to any such modification unless accompanied by a separate agreement.

3. SUBJECT MATTER, OPERATION, LICENCE REVIEW
3.1. The performance specification of the Software, valid at the time of the conclusion of the contract and being available for download on the website of BIONIC READING® in the current version, shall be decisive for the property and functionality of the Software.

BIONIC READING® is not obligated to provide Licensee with properties of the Software going beyond the performance specification. In particular, the Licensee cannot derive such obligation from other representations of the Software in public statements or in the advertising of third parties, unless otherwise assured by BIONIC READING®. In this respect, such properties of the Software shall be deemed warranted by BIONIC READING® if explicitly set out in writing to the Licensee by BIONIC READING® prior to the conclusion of this EULA. Interoperability with the hardware and software available at the Licensee are not deemed to be owed properties of the Software, unless compatible hardware and software is expressly mentioned in the performance specification.

3.2. BIONIC READING® expressly draws the Licensee’s attention to the fact that the Software can only be operated if BIONIC READING® is given access via internet in order to check the validity of the licence at runtime. Therefore, an internet connection is required to operate the Software. As part of this regular validity check, the following data will be transferred to BIONIC READING®: 

  • Domain on which the Software is installed at the time of the validity check;
  • unique Software identifier (plug-in ID);
  • Software version: If, at the time of the validity check, a version of the Software is used for which no valid subscription is available, the Software shall be automatically deactivated. Renewed activation and further use of the Software shall then only possible if a new subscription is purchased. 

3.3. Connection costs (including, but not limited to, mobile carrier and/or network operator costs) shall solely be borne by Licensee. Licensee acknowledges that the properties of the Software, response time or access to certain functions may depend on the capacity of your device and electronic communications network. In no event BIONIC READING® shall be responsible for any reduced comfort of use. Licensee acknowledges that the Software may not be available for use on all mobile devices or by all network operators or Internet service providers.

4. COPYRIGHT
4.1. The Software including copies made thereof are the intellectual property of BIONIC READING®. The Software is protected by copyright laws and international copyright treaties. Licensee must treat the Software as he would treat any other material protected by copyright. Licensee may only use the Software within the scope of this EULA. The Software is licensed, not sold.

4.2. Trademarks and marks shall be used in accordance with accepted trademark practices. Licensee shall not be permitted to remove any marks, brands or copyright notices (“Copyrights”) from the delivered program parts.

5. DELIVERY AND INSTALLATION
5.1. BIONIC READING® shall provide Licensee with the Software in machine-readable form. Parts of the Software that may be modified and extended by Licensee or by third parties shall be delivered as source code. The remaining parts of the Software are encrypted by the encryption method used in the basic system.

6. USER ACCOUNT
6.1. In order to use BIONIC READING®, Licensee must register by creating a user account, consisting of its personal or business email address, first and last name and a secure password. 

6.2. Licensee shall be solely responsible for maintaining the confidentiality of its credentials use to use the Software and for all activities that occur under those credentials. Licensee shall also be solely responsible for any liability or damages resulting from its failure to maintain confidentiality of such information. 

6.3. If Licensee wishes to log out and delete its user account, please follow the account settings in the BIONIC READING® Web App. We reserve the right to suspend and/or delete Licensee’s account in the event of a breach this EULA by Licensee.

7. SUBSCRIPTION
7.1. BIONIC READING® offers the following packages “Discover” (free of charge), “Premium”, “Premium Plus” and “Company”. For more information on the scope and pricing of the packages, please refer to the overview provided on the website and our FAQs. 

7.2. The packages are each offered as a desktop and a mobile version (app). The BIONIC READING® Software is compatible with macOS, iOS, Android and Windows and can be downloaded from the Apple Mac App Store, Apple iOS App Store, Google Play Store and Microsoft Store. Licensee can also download the BIONIC READING® Software as a web app via its browser. 

7.3. For using the (extended) functions of BIONIC READING®, Licensee must purchase a premium fee. Subscriptions can be purchased by paying an annual or monthly fee. Subscription fees shall be charged at the beginning of the subscription and – as such a subscription automatically renews for a further period equal to the expiring subscription period until you cancel it (e.g. for the next month in the monthly subscription) – at the time of each renewal until you cancel. 

7.4. BIONIC READING® reserves the right to change pricing of its subscriptions. In this event, BIONIC READING® will usually exclude existing customers from these changes. If BIONIC READING® needs to change prices for existing customers, we will give at least 30 days’ notice by notifying Licensee via email or by posting a notice of the changes on our app and website itself.

8. TERMS OF PAYMENT
8.1. BIONIC READING® offers Licensee several payment options for the subscription, such as Stripe for the BIONIC READING® Web App and in-app payments on the Apple App Store and Google Play Store or Microsoft Store. 

8.2. If you choose to pay for the subscription via the Website, payments will be processed by a third party provider, namely Stripe, in accordance with their terms of use and privacy policy. In no event BIONIC READING® is responsible for the personal data processed by Stripe. 

8.3. If you are using BIONIC READING® Software version downloaded from a third party App Store (e.g. the App Store for iOS or Google Play for Android devices), BIONIC READING® may contain “in-app purchases” that enable you to obtain the subscriptions. In this case payments will be processed through the Google Play Store or Apple App Store, depending on where you originally downloaded the app. If you purchase the subscription via an in-app purchase, the in-app purchase rules and policies of the App Store concerned shall also apply. Please be advised that the subscription fee for in-app purchases from third-party app stores is likely to be higher than for a purchase via the BIONIC READING® Web App. 

8.4. The subscription purchased will be shared with your own apps and services that you use to access your user account. BIONIC READING® reserves the right to change subscription fees at any time, provided that we notify Licensee in a timely manner before a change in fees takes effect. The changed fees will not apply to your current subscription period, but your continued use after the effective date of such change shall be deemed to be your consent to pay the changed fees.

8.5. Please note that if your local currency is different from the currency in which the fees are quoted, your bank might apply the exchange rate valid on the day of purchase, which is not within our control. In addition, your bank may charge you with an exchange commission or fee.

8.6. Please also note that the subscription fee includes the applicable value added tax (“VAT”). The amount of VAT and/or other taxes depends on your location.

9. EXPORT RESTRICTIONS
9.1. Licencee agrees that it will not export or transfer the Software or any part thereof to any country to which such export or transfer is restricted by any applicable U.S. regulation or law or national regulation.

10. SUPPORT, MAINTENANCE
10.1. BIONIC READING® undertakes to maintain the agreed properties of the Software during the term of the contract (“maintenance”). The properties of the Software agreed under this EULA is stated in the performance specification pursuant to clause 3.1. In order to fulfil its maintenance obligations, BIONIC READING® shall carry out the necessary maintenance and servicing measures in accordance with the state of the art.

10.2. BIONIC READING® shall only be obliged to modify or adapt the Software if such modification or adaptation is necessary for the maintenance of the Software according to the state of the art. Apart from that, BIONIC READING® shall only be obliged to modify, adapt and further develop the Software subject to a separate agreement entered in by the parties.

11. WARRANTEE
11.1. BIONIC READING® warrants for a period of six months from the date of delivery or installation that the Software essentially complies with the performance specification with regard to its functionality.

11.2. BIONIC READING® herewith informs you that according to the state of the art, it is not possible to produce Software free of error.

11.3. If a program error (defect) occurs, Licensee shall notify BIONIC READING in writing without delay and describe error in such detail enabling BIONIC READING ® to examine the error (e.g. by providing error reports) and to exclude an operating error on the part of the Licensee.

11.4. BIONIC READING® will remedy a defect within a reasonable period of time after receipt of the notice of defect at its discretion by supplying a replacement, carrying out debugging or offering a workaround solution that is equivalent in terms of functionality. Within the scope of debugging BIONIC READING® shall either make available a revised version of the Software or a patch or an update to Licensee.

11.5. In the event that a defect cannot be reproduced and analysed in BIONIC READING®’s system environment, Licensee shall give access BIONIC READING® to its system to the extent necessary for the analysis subject to prior consultation. An analysis or elimination of the defect on Licensee’s premises will not take place.

11.6. If the removal of the defect (debugging) according to clause 11.4. fails, Licensee may withdraw from this EULA after the expiry of a reasonable grace period. The right of withdrawal does not apply if the defect is minor. Licensee shall also have the right to withdraw from the EULA if BIONIC READING® refuses to deliver a replacement, rectify the defect or deliver a workaround, or if the replacement, rectification of the defect or workaround is unreasonable for Licensee.

11.7. In the event that the defect claimed by Licensee does not originate from a material defect or defect in title of the Software for which BIONIC READING® is responsible, Licensee undertakes to reimburse BIONIC READING® for the expenses incurred. This does not apply if Licensee is not responsible for the unjustified notice of defect, in particular if Licensee was unable to recognise BIONIC READING®’s responsibility for the defect claim. Any fault of third parties hired by Licensee in connection with the installation and/or operation of the Software must be attributed to Licensee as its own fault.

12. LIMITATION OF LIABILITY
12.1. BIONIC READING® shall only be liable for damages caused intentionally or by gross negligence and only to the extent that this is mandatory by law. In this respect, liability for direct or indirect consequential damages, financial loss, loss of profit or damage due to business interruption is excluded.

12.2. BIONIC READING® assumes no liability for damages caused by errors, defects or improper installation of third-party Software.

12.3. The right to assert claims for defects shall not apply if the Licensee has made modifications to the Software or had them made by a third party without the prior consent of BIONIC READING®, or if the Software is used for a purpose not covered by the EULA. This applies equally if the modification or the use contrary to the EULA is solely responsible for the occurrence of the defect.

12.4. The strict liability of BIONIC READING® for defects existing at the time of the provision of the Software is excluded.

12.5. BIONIC READING® shall only be liable without limitation for damages regardless of the legal grounds in the event of intent and gross negligence. In the event of slight negligence, BIONIC READING® shall only be liable for damages arising from injury to life, body or health, as well as for damages arising from the breach of a material contractual obligation, that enables the proper fulfilment of the EULA and on whose adherence the other party regularly relies or may rely on. In the event of a breach of such a material contractual obligation, liability shall be limited to compensation for foreseeable, typically occurring damages up to 3 times the value of the licence. Liability for foreseeable indirect damage, in particular loss of profit, is excluded. The limitations of liability shall not apply in the event of fraudulent intent or claims under the Product Liability Act.

12.6. The Licensee undertakes to regularly back up its data to a reasonable extent. The frequency of the data backups shall be determined by the Licensee.

13. THIRD PARTY RIGHTS
13.1. Licensee shall be solely liable for all damages caused to BIONIC READING®, its licensors, distributors and affiliated service providers and subcontractors, other users of the Software or any other person or entity by any breach of this EULA.

13.2. If it is proven, that the Software infringes third party rights, BIONIC READING® shall, at its own discretion and at its own expense and taking into account the interests of the Licensee, either acquire the necessary rights of use or redesign the Software in such a manner that it no longer infringes third party right concerned. If this is not possible, clause 11.6. shall apply accordingly.

14. INDEMNIFICATION
14.1. Licensee undertakes to defend, indemnify and hold harmless BIONIC READING® and its licensors, distributors and service providers and its subcontractors against all (alleged) claims, liabilities, damages and all costs (including attorneys’ fees) directly or indirectly caused by Licensee’s negligence and/or arising out of a) a breach of any of the provisions of this EULA or b) Licensee’s use or misuse of the Software.

14.2. Licensee undertakes to defend, indemnify and hold harmless BIONIC READING® and its licensors, distributors and service providers and its subcontractors against all (alleged) claims, liabilities, damages and all costs (including attorneys’ fees) directly or indirectly caused by your negligence and/or arising out of a) a breach of any of the provisions of this EULA or b) your use or misuse of the Software. BIONIC READING® reserves the right to pursue, solely and at Licensee’s expense, the collection of any claim that Licensee has agreed to indemnify BIONIC READING® for. The provisions of this clause 14. shall remain in force after the termination of this EULA.

15. EFFECTIVE DATE, SUBSCRIPTION RENEWAL AND TERMINATION
15.1. This EULA shall become effective on the date you first download or use the Software, whichever occurs first, and shall remain in effect until terminated in accordance with this Agreement.

15.2. A subscription will automatically renew for an additional term unless you cancel it in the app settings or by notifying BIONIC READING® of non-renewal by email at info@bionic-reading.com at least 5 business days prior to the subscription expiry date.

15.3. If you purchased the subscription through a third-party app store (e.g. Apple App Store, Google Play Store, etc.), please refer to the app store’s terms and conditions or end user licence agreement (EULA) for more information on how to manage in-app purchases (or deactivate the subscription) through your device:

  • Google Play (for Android devices);
  • Apple App Store (for Apple devices);
  • Microsoft Store (for Windows).

15.4. You may cancel your subscription at any time. If you cancel, your subscription will continue to run until the expiry date (expiry subscription period).

15.5. If we are unsuccessful in charging your credit card on the day of billing, we will try several times within 14 days. If payment is unsuccessful, the subscription will be terminated. This EULA is automatically terminated if you fail to comply with any of its terms.

15.6. All subscription fees paid are non-refundable unless otherwise agreed in writing with BIONIC READING®.

15.7. For purchases made through third party app stores, please contact the relevant customer support. Their terms and conditions and policies, not ours, will apply and we will not process returns or refund requests for purchases made through these third party platforms.

16. AMENDMENTS TO THIS EULA OR CHANGES TO THE SOFTWARE
16.1. BIONIC READING® reserves the right, in its sole discretion, to revise, update, replace, modify, amend, add, supplement or delete any provision of the EULA for security, legal or other reasons. Such changes will be effective with or without prior notice to you, as applicable. You may review the current version of this EULA by clicking on the “EULA” link on the BIONIC READING website. it is your sole responsibility to periodically check for any changes to this EULA. If any future change to the EULA is not acceptable to you or causes you to no longer agree to or be able to comply with this EULA, you may terminate this EULA in accordance with clause 15. If you continue to use the Software after any revision of this EULA, you fully and irrevocably consent to all such changes.

16.2. BIONIC READING® may change the Software at any time and in its sole discretion for any reason or for no particular reason, including but not limited to technical reasons such as updates, maintenance operations and/or resets to improve and/or optimise the Software. You agree that the Software may automatically install or download such changes. You agree that BIONIC READING® may discontinue support of previous versions of the Software after an updated version becomes available. BIONIC READING®’s service providers are under no obligation to perform maintenance or support for the Software. BIONIC READING® also reserves the right to modify the rules of conduct set out in clause 2.3. in order to restrict the use of the Software.

17. MISCELLANEOUS
17.1. If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision or part thereof shall, to the extent necessary, be deemed deleted: The validity and enforceability of the other provisions of this EULA shall not be affected thereby. In this case, the contracting parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any omissions in the agreements.

17.2. This EULA constitutes the entire agreement and understanding of the parties. No other oral agreements have been made. Amendments to the contract must be made in writing.

17.3. To the extent permitted by law, the place of jurisdiction shall be Chur.

17.4. Swiss law shall apply exclusively.

17.5. In all cases of doubt, the German version of this EULA shall always prevail.

18. CONTACT
For all questions regarding this EULA, you may consult BIONIC READING® at the following e-mail address: info@bionic-reading.com.

June 13, 2023
Bionic Reading AG, Chur, Schweiz