TARA Systems GmbH
Embedded Wizard Terms and Conditions (EWTC)
Effective Date: 2025-11-18

This Embedded Wizard Terms and Conditions ("EWTC") sets out the commercial and contractual framework for the products and services offered by TARA Systems GmbH in connection with the "Embedded Wizard" product family.

TARA Systems GmbH, Gmunder Str. 53, 81379 Munich, Germany ("TARA"), provides commercial licensing and related services for Embedded Wizard Studio ("Studio"), Embedded Wizard ChoraC and related build tools ("ChoraC"), Embedded Wizard Platform Packages and associated technical support services and professional services.

These EWTC govern, in particular, (a) the fee-based licensing and use of Embedded Wizard software products as further governed by the Embedded Wizard License Agreement ("EWLA"), (b) paid technical support services for Embedded Wizard provided under a Support Subscription pursuant to the Embedded Wizard Support Agreement ("EWSA"), and (c) any other professional services or support contingents expressly ordered by the Customer in connection with Embedded Wizard, unless the parties have agreed separate written terms for such services.

This EWTC supplements, but does not replace, the EWLA with respect to license grants and intellectual property rights, and is further supplemented by the Embedded Wizard Refund Policy ("EWRP") and, where applicable, the EWSA. This EWTC is intended exclusively for entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB) and does not apply to consumers within the meaning of Section 13 BGB.

1. Definitions and Scope of Application

1.1 "Subscription": fee-based, recurring grant of a time-limited license of rights of use for locally installed software ("Software") per seat.

1.2 "Subscription Term": the contractually agreed period (monthly – default – or annually). "Billing Interval": the period for which payment becomes due (monthly – default – or annually).

1.3 "Activation Code": key for unlocking the Software; "Deactivation": blocking of use.

1.4 "Update/Hotfix (Minor)": bug fixes and security updates; "Upgrade (Major)": material new version.

1.5 "Support Subscription": continuously remunerated support services pursuant to the EWSA (separate document).

1.6 "Billing Fee": the contractually agreed net fee of the selected Billing Interval (monthly or annual fee) per affected service (Software Subscription or Support Subscription).

1.7 "Subscription Portal": the customer account/portal of the Merchant of Record used, via which contract management, seat adjustments and terminations are carried out.

1.8 Scope of Application

These EWTC govern the fee-based use of the products and services offered by TARA in connection with Embedded Wizard, namely
(a) software products licensed under a subscription ("Software Subscriptions"),
(b) software products licensed for an unlimited period against a one-time fee ("Perpetual Licenses"),
(c) Platform Packages licensed on a royalty basis ("Royalty Licenses"),
(d) the related Support Subscriptions for technical support services pursuant to the EWSA, and
(e) any other professional services or support contingents expressly ordered by the Customer in connection with Embedded Wizard, unless the parties have agreed separate written terms for such services.
Cloud services are not covered by these EWTC and are not owed.
These EWTC also apply to all contracts concluded after their entry into force concerning updates, upgrades and other services in connection with previously granted Perpetual Licenses to Embedded Wizard. The principal obligations agreed upon when the original Perpetual License was concluded (in particular the scope of the rights of use granted at that time and the agreed license fees) remain unaffected.

1.9 These EWTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.10 "Platform Package": a self-contained, license-subject product of TARA which enables the use of Embedded Wizard technology on a specific technical platform (e.g. a specific MCU or MPU configuration). A Platform Package is an independent licensed subject separate from the Software defined in Section 1.1; however, its use may require separate licensing and use of the Software. A single product of the customer may use several such Platform Packages.

1.11 "Royalty License": a license type agreed for a specific Platform Package, under which the remuneration is wholly or partially usage-based ("Royalty") on the basis of a Royalty Basis.

1.12 "Royalty Basis": the calculation basis for the Royalty agreed in the respective Order Form, in particular the number of units produced.

1.13 "Royalty Period": the billing period for the Royalty agreed in the Oder Form (e.g. calendar year or quarter).

1.14 "Order Form": an order form or a license certificate applicable in each case from which the type and scope of the licensed services or products result.

1.15 "Unit": a technically self-contained embedded system (e.g. a specific MCU or MPU configuration with display and associated peripherals) in which a licensed Platform Package is used in production. The allocation is made on the basis of the platform triplet defined in the respective Order Form, consisting of chip family and/or environment, graphics subsystem and framebuffer color format. A physical product of the customer may comprise several such systems; each system in which a Platform Package is used is deemed a separate Unit within the meaning of these EWTC.

1.16 "Update Entitlement" means the period during which the Customer is entitled to receive Minor Updates/Hotfixes and Major Upgrades for a Perpetual License without additional license fees, as specified in the applicable Order Form or, if not specified there, in TARA's then-current product description or price list at the time of purchase.

1.17 "On-Demand Renewal" means a separately chargeable extension of the Update Entitlement for a Perpetual License for a defined period, as specified in the applicable Order Form.

1.18 "Embedded Wizard Privacy Policy" or "EWPP" means the then-current privacy policy for the Embedded Wizard product family.

1.19 "Embedded Wizard Data Processing Agreement" or "EWDA" means TARA's then-current data processing agreement for the Embedded Wizard product family, governing TARA's processing of personal data as processor on behalf of the Customer pursuant to Article 28 GDPR.

2. Binding Nature of Offers and Conclusion of Contract, Offer Documentation

2.1 Offers made by TARA are non-binding. A contract is concluded when TARA

(a) expressly accepts the Customer's order in text form,
(b) provides an Activation Code or grants access to the Subscription Portal or download area for the ordered product, or
(c) delivers the ordered goods or services (including Platform Packages or other deliverables) to the Customer.
For online orders, a contract is in any event concluded upon completion of the checkout process with subsequent confirmation by e-mail.

2.2 Cost estimates, drawings and other offer documentation remain the property of TARA; copyrights and exploitation rights are held exclusively by TARA.

3. Prices, Billing Interval, Price Changes

3.1 All prices and fees are net amounts and are exclusive of value added tax and any other applicable indirect taxes, duties, public charges and shipping costs. Section 9.6 (taxes, duties and withholding tax) applies accordingly.

3.2 Subscription fees and fees for Support Subscriptions are payable in advance for each agreed Billing Interval (monthly – default – or annually). One-time license fees for Perpetual Licenses are – unless agreed otherwise – due upon conclusion of the contract or upon provision of the Activation Code. Special provisions in Sections 9.7 et seq. and in the respective Order Form apply to Royalty remuneration.

3.3 TARA is entitled, for objective reasons (e.g. cost developments for third-party licenses, extension/change of the scope of services, general price index developments), to adjust prices with six weeks’ notice to the end of a month. The customer has a special termination right with respect to the affected service until the effective date. Fees already paid in advance will be refunded in accordance with Section 10.3.

3.4 Price changes may also be based on the development of an objective cost or price index. The relevant index is the Consumer Price Index (CPI, base 2020=100) published by the German Federal Statistical Office. If the CPI changes by more than ±5% compared to the level at the time of the last price adjustment resolution, TARA may adjust prices in the same proportion – but by no more than 10% per twelve-month period. Changes in performance (e.g. extension of the functional scope) remain unaffected. TARA will inform the customer in text form at least six (6) weeks before the effective date of the reason, scope and effective date of the adjustment. The customer has a special termination right with respect to the affected service until the effective date; fees already paid in advance will be refunded for periods after the effective date (see Sections 7.4 and 10.3).

3.5 Usage-based remuneration (Royalty). In addition to subscription fees and fees for Support Subscriptions, TARA may offer the customer usage-based remuneration ("Royalty") for certain Platform Packages. The type and amount of the Royalty, the underlying Royalty Basis, tiering and the Royalty Period result from the respective Order Form.

3.6 Setup fee for Royalty Licenses. For entering into a Royalty License, TARA may charge a one-time setup fee, the amount of which results from the Order Form. Any additional minimum Royalty is not owed unless expressly agreed in the Order Form.

3.7 Price adjustments for Royalty rates. The price adjustment provisions in Sections 3.3 and 3.4 apply accordingly to Royalty rates. The special termination right of the customer set out in Section 7.4 applies mutatis mutandis to Royalty Licenses.

4. Description of Services and Provision

4.1 The Software is provided as an on-premises product. Hosting or any availability commitment is not owed.

4.2 The Software is provided by download link and Activation Code.

4.3 The Support Subscription is provided via the support portal and Activation Code.

4.4 Platform Packages are provided as independent, license-subject products that enable the use of Embedded Wizard technology on specified technical platforms.

4.5 Royalty License term and resale. Unless expressly limited in the Order Form, the Royalty License for a Platform Package is granted for an unlimited term. Termination of the underlying contract does not affect the customer’s right to continue to distribute Units already produced; in this respect only the obligation to pay the Royalty based on such Units remains unaffected.

4.6 Change of remuneration model / Buyout. For a specific Platform Package, the remuneration model (Royalty model or one-time buyout license) is determined at the beginning in the Order Form. A change of remuneration model within the same project is excluded and is only possible by concluding a new license agreement. A buyout option exists only if explicitly agreed separately; unless agreed otherwise, Royalty amounts already paid will not be credited against a buyout fee.

4.7 Professional Services and Support Contingents

In addition to Support Subscriptions under Section 13 and the EWSA, TARA may offer professional services or support contingents (for example, consulting, implementation assistance, migration projects or training) in connection with Embedded Wizard on a time-and-material basis. Unless the parties have agreed separate written terms for such services, the following applies:
(a) the scope of services, applicable daily or hourly rates and any service contingents result from the applicable Order Form or statement of work; and
(b) these EWTC apply as the commercial framework (including pricing, taxes, payment terms, liability and confidentiality) to such services.
Service levels and response times for professional services are not governed by the EWSA unless expressly stated in the Order Form.

5. Rights of Use to the Software

5.1 General right of use

TARA grants the customer a simple, non-exclusive, non-transferable and non-sublicensable right of use to the Software – depending on the selected license model – limited to the scope described in the respective Order Form.

5.2 Duration of the right of use for Software Subscriptions

For Software Subscriptions, the right of use is granted for a period limited to the respective Subscription Term. Upon termination of the contract, the right of use expires; TARA is entitled to deactivate Activation Codes (see Section 7.5).

5.3 Duration of the right of use for Perpetual Licenses

For Perpetual Licenses, the right of use is granted for an unlimited period. Unless expressly agreed otherwise, the existence, duration and scope of any Update Entitlement for a Perpetual License result from the applicable Order Form or from TARA's then-current product description or price list at the time of purchase. During the Update Entitlement, the Customer is entitled to receive Minor Updates/Hotfixes and Major Upgrades of the licensed product without additional license fees.
After expiry of the Update Entitlement, the Customer's perpetual right of use continues for the last version (including Minor Updates/Hotfixes) provided under the Update Entitlement. Any further Updates or Upgrades beyond this require a separately remunerated On-Demand Renewal or a new license as set out in Section 11.2(b).

5.4 Technical scope / Seats / Units / Platform Packages

Use is – depending on the license model – limited to the maximum number of seats indicated in the Order Form and the type of seats (e.g. node-locked, single-user floating or multi-user floating), Units and/or Platform Packages. Any use beyond this scope requires the prior written consent of TARA and leads to corresponding additional licensing in accordance with Section 22 (Audit & True-Up (Over-Use)).

5.5 Copies and protection

The customer may copy the Software only to a reasonable extent for backup and archiving purposes. Notices of copyright and proprietary rights must be reproduced unchanged on all copies. The customer must take appropriate measures to prevent unauthorized third-party access to the Software; third parties are not deemed persons acting on behalf of the customer and using the Software in accordance with the contract.

5.6 Prohibited uses

The customer is prohibited from (a) selling, renting, leasing or otherwise transferring the Software to third parties without the consent of TARA, unless expressly agreed otherwise in the Order Form, (b) circumventing or removing technical protection mechanisms, and (c) decompiling, reverse engineering or disassembling the Software, unless this is mandatorily permitted under § 69e UrhG (German Copyright Act).

6. Physical Deliveries; Transfer of Risk; Reservation of Title

6.1 If physical data carriers, devices or other hardware are delivered, shipment is made at the customer’s expense. Upon handover to the carrier, the risk of accidental loss and accidental deterioration passes to the customer.

6.2 Until full payment of the remuneration owed for the respective delivery, the delivered goods remain the property of TARA. The customer may resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to TARA its claims from the resale of the goods subject to retention of title in the amount of the outstanding remuneration; TARA accepts this assignment.

6.3 The customer is obliged to treat the goods subject to retention of title with due care and to insure them adequately against the usual risks.

7. Term, Renewal, Termination (Software Subscription)

7.1 Commencement and Subscription Term. The Software Subscription commences upon provision of the Activation Code (Section 4.2). The Subscription Term is either one month (default) or one year (optional).

7.2 Automatic renewal. The Software Subscription is automatically renewed by the agreed Subscription Term unless it is terminated in due time.

7.3 Ordinary termination and form. Ordinary termination is effected exclusively via the Subscription Portal (Section 1.7) no later than one month (in case of a monthly term) or three months (in case of an annual term) before the end of the term. Termination via the portal satisfies the requirement of form.

7.4 Special termination right in case of price changes. In the event of price changes pursuant to Section 3.3, the customer has a special termination right with respect to the affected service until the effective date.

7.5 Effects of termination. Upon termination of the contract, the right of use expires; TARA is entitled to deactivate the Activation Code (Section 8). Any refunds are governed exclusively by Section 10 (Refund Policy); billing periods that have already commenced are not refundable, subject to Section 10.

7.6 Extraordinary termination. Both parties are entitled to terminate the contract for good cause without notice. Good cause exists in particular (i) if insolvency proceedings are applied for or opened over the assets of the other party, or such application is rejected for lack of assets, (ii) in the event of a serious, not merely temporary breach by the customer of usage restrictions or protection mechanisms of the Software, (iii) in the event of other material breaches of contract that are not remedied within a reasonable period despite written warning, (iv) in the event of payment default by the customer lasting more than thirty (30) calendar days, and (v) in the event of repeated incomplete or incorrect Royalty reports or a serious breach of reporting obligations pursuant to Sections 9.7 to 9.12, provided that TARA has warned of the breach and the customer has not remedied it within a reasonable period. Statutory rights remain unaffected. In the event of extraordinary termination of a Perpetual License, the customer retains the right to use already licensed Software versions in accordance with Section 5.3; however, all claims to updates, upgrades and any support services cease.

7.7 Seat adjustments and pro-rata rules. (a) Increases: Additional seats are activated upon their provision in the Subscription Portal. The fee for the additional seats is calculated pro rata for the remaining term of the current Billing Interval and becomes due with the next invoice. (b) Reductions: Reductions in the number of seats are initiated exclusively via the Subscription Portal, must be made there no later than one month (for a monthly Subscription Term) or three months (for an annual Subscription Term) before the end of the current Billing Interval and become effective at the end of this Billing Interval; billing periods that have already commenced are not refunded pro rata.

7.8 Change of Billing Interval. A change between monthly and annual billing is only possible at the end of the current Billing Interval via the Subscription Portal.

7.9 Portal termination workflow. Termination pursuant to Section 7.3 must include (i) selection of the affected subscription ID, (ii) the termination date, and (iii) confirmation by a final click ("Confirm termination"). The portal provides an electronic termination confirmation with time stamp; this constitutes proof of receipt.

7.10 Non-renewal in the event of EOL. For subscriptions relating to a Software version that TARA has announced as "End-of-Life" (EOL) pursuant to Sections 11.4/11.6, the automatic renewal may cease as from the EOL date. TARA will provide information on this with reasonable notice in accordance with Section 11.6.

8. Activation, Connectivity, Grace Period and Blocking

8.1 Initial activation of the Software Subscription takes place online. A stable internet connection is required for periodic license validation.

8.2 In the event of payment issues, a grace period of seven (7) calendar days is granted.

8.3 If the customer is in default after expiry of the reminder periods pursuant to Section 9, TARA may block the license until all amounts due have been fully paid.

8.4 Blocking rights – procedure, notification, unblocking. (a) A temporary block requires prior notice by e-mail with a period of at least three (3) calendar days; in the event of IT security risks or serious export/sanctions risks, the block may be imposed immediately. (b) Unblocking will take place within 24 hours after payment of outstanding amounts or removal of the reason for the block. TARA may perform a reactivation check. (c) During lawful blocks, the obligation to pay remuneration for the current period remains in force. The advance notice under (a) specifies the reason for the block, outstanding amounts, a payment or cure period and a support contact option. Disputed or obviously incorrect shortfalls suspend the block until clarification, provided the undisputed part has been paid.

8.5 Suspension of Royalty Licenses. For Royalty Licenses of Platform Packages, TARA is also entitled, in the event of material delays in payment of due Royalty remuneration or in the event of repeatedly incomplete or incorrect Royalty reports, after unsuccessful warning, to temporarily suspend further use of the relevant Platform Package until the breach has been remedied. Section 8.4 applies accordingly. During lawful suspension, the obligation to pay Royalty amounts already incurred remains unaffected.

9. Payment Terms, Merchant of Record, Billing and Dunning

9.1 Subscription fees and fees for Support Subscriptions are, unless agreed otherwise, due in advance at the beginning of each Billing Interval (monthly or annually). For Royalty remuneration, the due dates in Section 9.10 apply.

9.2 Payment processing is carried out via the Merchant of Record used from time to time using the payment methods available there (including for example SEPA direct debit, credit card, PayPal); available payment methods may be modified or extended. Invoices are issued electronically.

9.3 Dunning procedure: first reminder with a period of 7 days; second reminder with a further period of 7 days; blocking pursuant to Section 8.3 is effected at the earliest after expiry of the period set in the second reminder.

9.4 Set-off or retention is only permissible with undisputed or legally established claims.

9.5 Dunning costs. TARA may, after prior notice, recharge reasonable, proven third-party charges (e.g. dispute/chargeback fees of the Merchant of Record).

9.6 Taxes, duties and withholding tax (gross-up). (a) All fees are net plus any value added tax and other indirect taxes payable under applicable law. The customer bears all taxes, duties and charges arising in connection with the fees, except for taxes on the profits of TARA. (b) If the customer is legally obliged to withhold withholding taxes or similar deductions from payments to TARA, the customer shall increase the payment owed ("gross-up") to such extent that TARA receives the amount to which it would have been entitled without such deduction. (c) Upon request, the customer shall provide TARA with suitable official certificates of withholding and remittance of withholding taxes or similar deductions so that TARA can claim any credit or refund entitlements.

9.7 Royalty reports. For each agreed Royalty License, the customer is obliged, for each Royalty Period, to provide TARA with a written or electronic report within fourteen (14) calendar days after the end of the period, from which the relevant Royalty Basis can be traced, in particular the number of Units produced in the respective period per Platform Package. TARA may specify an appropriate electronic format or template.

9.8 Scope of the Royalty Basis. (a) The Royalty Basis comprises all Units produced in the respective Royalty Period that use a Platform Package licensed under the Royalty License, irrespective of region or distribution channel. (b) A platform is defined by the triplet consisting of chip family or environment, graphics subsystem and framebuffer color format and runs in each case on a self-contained system (e.g. a specific MCU or MPU configuration). A product of the customer may contain several such systems and thus several Platform Packages. (c) Replacements, exchange devices and Units produced in the context of RMA cases are deemed Units produced and must be included in the Royalty Basis. (d) Prototypes, engineering samples and pre-production products that are not delivered to end customers are excluded from the Royalty Basis up to a quantity of 50 Units per Platform Package and calendar year.

9.9 Zero-Royalty Periods. For Royalty Periods in which no production takes place, the customer is in principle obliged to submit a corresponding zero report. However, if the customer has not produced any Units for an uninterrupted period of two (2) years, the obligation to submit further zero reports ceases as long as no production takes place. Upon resumption of production, the customer is obliged to resume the reporting obligations pursuant to Section 9.7 as from the first Royalty Period with production.

9.10 Billing and due date of the Royalty. On the basis of the Royalty report, TARA invoices the Royalty for the respective Royalty Period. The Royalty is due for payment without deduction within thirty (30) calendar days of receipt of the invoice. Section 9.6 (taxes, duties and withholding taxes) applies accordingly to Royalty claims; the provisions on payment default in Section 9 also apply.

9.11 Tier prices and per-unit calculation. (a) The Royalty is generally calculated as a fixed amount per Unit produced (per-unit Royalty). (b) The amounts per Unit applicable in each case and any quantity tiers (e.g. 0–10,000 Units, 10,001–100,000 Units, more than 100,000 Units per year) as well as the tiering logic (e.g. marginal tiering) result from the respective Order Form. (c) Unless agreed otherwise, the tiering is applied per calendar year and per Platform Package.

9.12 Subsequent remuneration and estimate in case of discrepancies. If it is subsequently found that the actual Royalty Basis exceeds a Royalty Basis stated in the Order Form or in the report, the customer is obliged to pay the resulting difference without delay, but no later than within fourteen (14) calendar days after the corresponding notification. If a Royalty report due is not submitted or is obviously incomplete or incorrect, TARA is entitled, after unsuccessful expiry of a deadline, to estimate and invoice the Royalty for the relevant Royalty Period on a provisional basis at its reasonable discretion on the basis of available data, including data from previous periods. The customer remains obliged to submit a correct report; any differences are to be settled subsequently. Further rights of TARA remain unaffected.

10. Refund Policy

10.1 Unless mandatory statutory provisions stipulate otherwise, billing periods that have already commenced are not refunded.

10.2 In the event of seat increases within the current period, a pro rata calculation is made from the time of change; in the event of seat reductions, the change only takes effect at the end of the period in accordance with Section 7.7.

10.3 In the event of a validly exercised special termination pursuant to Section 7.4, fees already paid in advance will be refunded for the period after the effective date of termination.

10.4 Pro-rata/refunds. Notwithstanding Sections 10.1–10.3, no pro rata refund is made for billing periods that have already commenced in the event of a reduction in seats or early termination, unless this is mandatory under statutory law or is expressly agreed.

10.5 Usage-based remuneration (Royalty). There is no entitlement to a refund for usage-based remuneration ("Royalty"), in particular for Royalty Licenses of Platform Packages, insofar as the Royalty is based on Units actually produced or other usage actually incurred. This does not apply where mandatory statutory claims of the customer (e.g. in the case of proven miscalculation) provide otherwise or where TARA expressly agrees to a credit note in an individual case.

10.6 Further details of refund procedures, deadlines and evidentiary requirements are set out in the Embedded Wizard Refund Policy (EWRP), which supplements this Section 10. In the event of any conflict between this Section 10 and the EWRP, these EWTC prevail.

11. Updates, Upgrades and End-of-Life (EOL)

11.1 Updates and Upgrades – Subscriptions and Royalty Licenses

(a) For Software Subscriptions, the Customer is entitled, for the duration of the active Subscription Term, to receive Minor Updates/Hotfixes and Major Upgrades of the subscribed Embedded Wizard product(s) without additional license fees, unless expressly agreed otherwise in the Order Form.
(b) For Platform Packages licensed under an active Royalty License, the Customer is entitled, for the duration of the active Royalty License and subject to timely payment of all due Royalty amounts, to receive Minor Updates/Hotfixes and Major Upgrades of the licensed Platform Package without additional license fees, unless expressly agreed otherwise in the Order Form.

11.2 Updates and Upgrades – Perpetual Licenses and On-Demand Renewal

(a) For Perpetual Licenses, the Update Entitlement pursuant to Section 5.3 applies. During the Update Entitlement, the Customer is entitled to receive Minor Updates/Hotfixes and Major Upgrades of the licensed product without additional license fees.
(b) After expiry of the Update Entitlement, the Customer's perpetual right of use for the last version provided under the Update Entitlement remains unaffected; however, there is no entitlement to further Upgrades unless the Customer purchases an On-Demand Renewal or a new license as specified in the applicable Order Form.
(c) The term, scope and pricing of an On-Demand Renewal result from the applicable Order Form. Unless expressly agreed otherwise, On-Demand Renewals do not extend the original Perpetual License term but only the Update Entitlement.

11.3 End-of-Support (EOS), End-of-Life (EOL) and security updates

For the last major version of a product, TARA provides security updates for at least twelve (12) months after general availability of a successor version. TARA may define a life cycle for major versions and announce the dates of "End-of-Support" (EOS) and "End-of-Life" (EOL). "EOS" denotes the end of regular bug fixes; "EOL" denotes the end of any further development. EOS does not occur earlier than twelve (12) months after general availability of the successor version. Details on product life cycle and EOL are set out in Section 11.4.

11.4 Product life cycle and EOL. TARA may define a life cycle for major versions and announce the time of "End-of-Life" (EOL). "End-of-Support" (EOS) denotes the end of regular bug fixes, EOL the end of any further development. EOS does not occur earlier than twelve (12) months after general availability of the successor version.

11.5 Effects of EOS/EOL

After EOS, no new bug fixes are provided; security updates are provided – to the extent technically reasonable – for the period specified in Sections 11.2 and 11.3. After EOL, no further Updates or Upgrades are provided.
Licenses already activated remain functional during the active Subscription Term. For Perpetual Licenses and Platform Packages licensed under a Royalty License, EOL does not affect the underlying perpetual or Royalty-based right of use for the last version provided under the applicable Update Entitlement or Subscription Term; TARA will not deactivate such licenses solely due to EOS/EOL, provided all due fees and Royalty amounts have been paid and no rights of termination for cause exist.
TARA will use commercially reasonable efforts to enable continued use of Studio and ChoraC by the Customer after EOL, within the scope of the Customer's valid licenses and technical feasibility. There is, however, no entitlement to further Updates, Upgrades or support services beyond the agreed contract terms.

11.6 Announcement. EOS/EOL dates are announced with reasonable notice (generally at least six (6) months) in text form and documented in the release area. Any migration paths are described using best efforts.

11.7 Consequences for renewals in the event of EOL. Affected subscriptions may no longer be renewable under Section 7.10; licenses already activated remain functional until the end of the subscription.

12. Defect Rights for Software

12.1 TARA provides subsequent performance by means of update, hotfix or reasonable workaround instructions. If subsequent performance fails, the customer is entitled to the statutory rights.

12.2 Defects must be notified without undue delay after discovery, with a comprehensible description.

12.3 Defect rights lapse if the delivery item is used or modified improperly without the consent of TARA and the defect is based thereon.

13. Support Subscription (EWSA)

13.1 The Support Subscription comprises services in accordance with the EWSA (e.g. incident handling, workarounds, consulting).

13.2 Delimitation: The Support Subscription does not replace statutory defect rights; development/project services and change requests are only included if expressly stipulated in the EWSA.

13.3 Term and termination. The Support Subscription is an independent continuing obligation with a monthly (default) or annual Subscription Term; it is automatically renewed by the respective Subscription Term unless terminated in due time. The form and deadlines for ordinary termination correspond to Section 7.3. Extraordinary termination for good cause remains available to both parties. Termination/modification of the Software Subscription does not affect the Support Subscription and vice versa.

13.4 Remuneration/billing: recurring in accordance with Section 9.

13.5 Cooperation/remote access: The customer shall provide suitable contact persons and necessary system information (e.g. log files); remote access is only carried out at the express request of the customer.

13.6 Order of precedence: In the event of content-related inconsistencies, the EWSA takes precedence over these EWTC with regard to the scope of support services.

13.7 Data processing on behalf (Art. 28 GDPR). Insofar as TARA processes personal data on behalf of the customer in the context of support or remote services, the parties shall conclude a  EWDA based on TARA's then-current EWDA before the start of such processing; this DPA becomes part of the contract. Remote access is performed exclusively at the customer’s request.

14. Liability

14.1 TARA is liable without limitation in cases of intent, gross negligence, injury to life, body or health, under the provisions of the German Product Liability Act and in the event of expressly assumed guarantees.

14.2 In cases of simple negligence, TARA is only liable for the breach of material contractual obligations (cardinal obligations); in such cases, liability is limited to the foreseeable, typical damage.

14.3 Data loss: Except in cases of intent or gross negligence, liability is limited to the typical restoration effort in the event of proper data backup; the customer is obliged to perform adequate backups.

14.4 Representations as to specific properties require an express written agreement with an authorised representative.

14.5 Without prejudice to Section 14.1 (unlimited liability) and subject to Section 14.7, the aggregate liability of TARA arising out of or in connection with this contract – regardless of the legal basis – is limited to the amount that the customer has paid to TARA for the Software Subscription affected by the claim in the last year before the event giving rise to the damage; if no fees have been paid, liability is limited to one hundred (100) euros.

14.6 Exclusion of certain damages. TARA is not liable for indirect, special, incidental or consequential damages or for loss of profit, loss of revenue or production, business interruption, loss or alteration of data or "IPR indemnity" damages – irrespective of the legal basis and even if TARA has been advised of the possibility of such damages. This exclusion does not apply in cases of intent, gross negligence, injury to life, body or health, assumption of a guarantee, fraud, under the Product Liability Act or in the event of breach of material contractual obligations (cardinal obligations); in the latter case, liability is limited to the foreseeable, typically occurring damage.

15. Open Source Software (OSS)

15.1 The Software may contain OSS components; the applicable license texts will be provided.

15.2 To the extent permitted, relevant OSS licenses take precedence over these terms in the event of a conflict.

15.3 Priority rule for OSS. To the extent that OSS licenses or OSS-like licenses establish mandatory, differing rights or obligations, these take precedence to that extent; the parties will cooperate to fulfil license obligations (e.g. copyright notices, source disclosure, copyleft).

16. Compliance, Export Control and Sanctions

16.1 The customer shall comply with the applicable provisions of EU/DE export control law as well as relevant sanctions regimes.

16.2 TARA is entitled to refuse performance if providing the services would lead to a violation of export or sanctions regulations.

17. Data Protection and Online Communication

17.1 TARA processes personal data exclusively in accordance with the GDPR and the then current data protection notices of TARA (Embedded Wizard Privacy Policy (EWPP), available at https://www.embedded-wizard.de/legal/ewpp). These notices specify purposes, categories, recipients, storage periods and data subject rights.

17.2 Regular online communication with the servers of TARA may be required for contract performance and functional security of the Software. This includes in particular: license validation (including transmitted version information, calculated installation- and license-related identifiers and any optionally stored user data), update/release checks and access to integrated online functions (e.g. search calls in the online documentation). For technical reasons, IP addresses are also logged; logging serves, inter alia, fraud/misuse detection, fault clearance and IT security.

17.3 Legal bases: Processing for license validation, update checks and technical logging is based on Art. 6(1)(b) GDPR (performance of a contract) and Art. 6(1)(f) GDPR (legitimate interests in license protection, IT security, fraud prevention). Any product-related information/news within the Software is based on legitimate interests; the customer may opt out of such notices at any time, where available, without the core contractual functions being affected.

17.4 Recipients/processors: Processing is carried out by TARA and carefully selected service providers as processors. Transfers to third countries only take place in compliance with Art. 44 et seq. GDPR (e.g. EU standard contractual clauses); details are set out in the data protection notices.

17.5 Necessity: Without functional online license validation, use of the Software may not be possible. The transmissions described in Section 17.2 are technically necessary for this. No profiling for marketing or advertising purposes takes place.

17.6 Priority of the data protection notices: In the event of any inconsistency between this Section 17 and the data protection notices, the latter take precedence; mandatory statutory provisions remain unaffected.

18. Transfer of Rights, Assignment
Rights of the customer under the contract may not be transferred without the consent of TARA; § 354a HGB (German Commercial Code) remains unaffected.

19. Place of Performance, Jurisdiction, Order of Precedence

19.1 Place of performance, governing law and jurisdiction

The place of performance for payment and performance as well as exclusive place of jurisdiction for all disputes arising out of or in connection with these EWTC is Munich, Germany. This contract is governed by the laws of Germany; the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

19.2 Order of precedence/changes to SLAs & policies. With regard to the relationship between these EWTC and the EWSA, the Refund Policy and other policies, the following order of precedence applies: (1) EWTC, (2) EWSA with respect to the scope of support services, (3) Refund Policy with respect to refund procedures. TARA may amend EWSA/policies with effect for the future; material changes to the detriment of the customer will be announced four (4) weeks in advance and grant a special termination right for the service concerned as of the time of the change.

20. Confidentiality
Both parties shall treat non-obvious information of the other party as confidential and use it solely for the performance of the contract. This does not apply to information that (a) is generally known, (b) has been lawfully obtained without breach or (c) must be disclosed due to a statutory obligation. Return/confidentiality survival: five (5) years after the end of the contract.

21. No IP Indemnity
TARA does not assume any no-fault indemnification for claims based on alleged infringement of intellectual property rights ("IP indemnity"). Statutory claims of the customer remain unaffected; Section 14 (Liability) applies with priority to any claims for damages in connection with alleged IP infringements.

22. Audit & True-Up (Over-Use)

22.0 Clarification phase in suspicious cases. If there is a reasonable suspicion of unauthorized over-use (e.g. discrepancies between activation data and booked seats) or of incorrect or incomplete determination or indication of the Royalty Basis, TARA shall notify the customer in text form and give the customer the opportunity to clarify the matter amicably within ten (10) business days (e.g. by additional licensing, correction of incorrect bookings or technical evidence). Only if an amicable clarification is not successful or is refused by the customer may TARA exercise the audit right under Section 22.1.

22.1 Audit right. After an unsuccessful clarification phase pursuant to Section 22.0, TARA is entitled, after reasonable prior notice (at least ten (10) business days) and during normal business hours, to audit compliance with seat bookings and/or – where Royalty Licenses have been agreed – the correct determination of the Royalty Basis; permissible means include usage-related logs and system-generated activation data. The audit right includes in particular the review of documents and systems relevant to the determination of the Royalty Basis (e.g. production, sales or ERP data). Remote audits are permitted.

22.2 Remedy. If the audit reveals unauthorized over-use or a Royalty Basis deviating to the disadvantage of TARA, the customer must, within ten (10) business days, license the necessary additional seats, pay the resulting subsequent payments and pay the pro rata remuneration from the beginning of the over-use or deviation. In addition, appropriate audit costs must be reimbursed if the deviation exceeds five (5) percent.

22.3 Proportionality & minimization of business disruption. Audits must be carried out so that the customer’s ongoing business operations are impaired as little as possible; sample audits of representative systems are permissible where sufficient.

22.4 Confidentiality. Information obtained in the course of an audit is deemed confidential within the meaning of Section 20 and may only be used to verify license compliance.

22.5 Documentation. TARA will provide the customer with the material audit findings in text form. The customer shall be granted a reasonable period to raise objections or provide remedy.

23. Force Majeure / Business Continuity
Neither party is liable for non-performance to the extent that this is due to events beyond its reasonable control (e.g. natural disasters, war, pandemics, governmental orders, failures of critical infrastructure). The affected party shall inform the other party without undue delay and take reasonable measures to mitigate damage; payment claims for services already rendered remain unaffected.

24. Change of Control; Subcontractors

24.1 A change of control at TARA does not constitute a special termination right provided that performance of the contract is not jeopardized; TARA shall inform the customer in text form.

24.2 TARA may engage suitable subcontractors/sub-processors; responsibility remains with TARA. The engagement of processors is carried out in accordance with Art. 28 GDPR.

25. Final Provisions
If individual provisions are or become invalid, the validity of the remaining provisions shall not be affected; in lieu of the invalid provision, the valid provision shall be deemed agreed that most closely reflects the economic purpose.

END OF TERMS AND CONDITIONS