End User License Agreement

READ  THE  FOLLOWING  TERMS  AND  CONDITIONS  CAREFULLY  BEFORE  USING  THIS  SOFTWARE. 
THIS AGREEMENT APPLIES TO ANY KIND OF USAGE OR ACCESS TO THE SOFTWARE, WHETHER PURCHASED DIRECTLY OR INDIRECTLY. 
BY CLICKING ON THE “I AGREE” BUTTON  BELOW, ACCESSING OR USING  THE  SOFTWARE  YOU AGREE THAT YOU: (1) HAVE READ ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, (2) UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, (3) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
 IF  YOU  DO  NOT  AGREE  WITH  THE  FOLLOWING,  DO  NOT  REGISTER,  ACCESS,  OR  USE   THE SOFTWARE. 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY (OR OTHER ENTITY) YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).

The Parties hereto agree as follows:

1. Definitions

1.1 “Ranorex” means Ranorex Inc., a Delaware corporation, 28050 US Hwy 19N, Suite 303, Clearwater, FL 33761, if this agreement is entered into while Licensee is a resident of the United States, Canada, or Mexico; otherwise, it means Ranorex GmbH., Strassganger Strasse 289, 8053 Graz, Austria.

1.2 “Commencement Date” means the date on which the Software is delivered by Licensor to Licensee.

1.3 “Designated System” means the computer hardware and operating system(s) of the Licensee, on which the Software shall operate under license.

1.4 “Order” means the electronic order placed by Licensee for ordering Software Licenses and Services from Licensor.

1.5 “Software” means the computer software in object code form owned or distributed by Licensor for which Licensee including paid-up Updates and Upgrades is granted a Software License pursuant to this agreement.     

1.6 “Software License” means the license granted to Licensee under Section 2 of this agreement.

1.7   “Services” mean Software Maintenance Support Services, as defined in Section 3 of this agreement.

1.8 “User” means an individual or individuals authorized by Licensee to use the Software. The maximum number of Users that may use the User Programs or access the Server Programs consistent with the terms of licenses granted herein is specified on the Order.

2. Software License

2.1   License Types 

2.1.1 Trial License.  Under the terms of a Trial License, Licensee may install and use Licensor’s Software for a limited time exclusively for evaluation or internal demonstration purposes. Licensee shall use a Trial License only for the purpose of evaluating suitability of the program for the Licensee´s internal purpose. 

All use of any Software for a commercial purpose is expressly prohibited under the terms of a Trial License.

The trial limited version of this Software may be used for evaluation purposes at your own risk for a trial period of thirty (30) days. At the end of the trial period, you must either purchase a developer license and license key to continue using the Software or remove it from your system.

2.1.2 Node-Locked License. Under the terms of a Node-Locked license, Licensee may install and use Licensor’s Software on one specified machine and the license is directly activated for exactly this machine. Licensee may not install Node-Locked licenses on any virtualized operating systems, cloud or terminal server environment. 

2.1.3 Floating License.  Under the terms of a Floating license, Licensee may install Licensor’s Software on an unlimited number of physical or virtual instances within a private network. Licensor provides a license server application used to install, manage and share the licenses within a private network.

2.1.4  Concurrent use of licenses. If Licensee uses a Ranorex Premium license, whether node-locked or floating, this license package includes the right to execute one test in addition to any other permitted purpose at a time. As long as a Ranorex Premium Floating license is in use irrespective if a test execution runs or not one Premium Floating license is blocked by the application.

For each additional and concurrent test execution one free license will be used and blocked by the application. Licensee can run that number of concurrent test executions at the same time which equates to the number of not blocked licenses of Licensee. If a test execution is finished or stopped licenses used solely for test execution will be available for the next execution.

2.2 License Packages

2.2.1 Ranorex Premium. For the creation of new and for maintaining existing automated test cases Licensee is required to license a Ranorex Premium package. The Software delivered with this package also include the right to execute test cases in accordance with section 2.1.

2.2.2 Ranorex Runtime. For the purpose of executing automated test cases only and in accordance with section 2.1 Licensee is required to purchase a Ranorex Runtime package. The Software and object code delivered with this package may not be used to create new or maintain existing automated test cases, neither by using Ranorex tools, nor on a code level.

2.3 Order of Software. The terms of this agreement apply to each Software License granted to Licensee and to the Services provided by Licensor under this agreement. When completed by the Parties, the Order evidences the Software ordered by Licensee, the Software Licenses granted and the Services to be provided to Licensee hereunder. The terms and conditions set forth in this agreement control in the event that there are different or additional terms or conditions set forth in an Order or in any other purchase order form submitted by Licensee or acceptance or confirmation form issued by Licensor. Licensor has no obligation to accept Orders issued by Licensee.

2.4 Delivery of Programs. Licensor shall deliver the initial version of the Software at the dates identified in the accepted Order. Any such delivery dates are estimated delivery dates, unless a definitive date of delivery has been set in writing. Delivery will be carried out electronically to the e-mail address Licensee provided with the order. 

2.5 Rights Granted 

2.5.1 The Software is licensed, and not sold, to Licensee for use only under this agreement. Subject to the terms and conditions of this agreement and subject to Licensee’s full payment of all applicable license fees, Licensor grants to Licensee a perpetual, non-transferable (except as set forth in Section 2.6), non-exclusive license (the “Software License”), without rights to sublicense, to use the object code of the Software solely for Licensee's own internal data processing operations and for the purpose for which the Software was designed as set forth in the applicable documentation of the Software. 

Licensee may use the Software in conjunction with other software programs, on the Designated Systems or on a backup system if one or more of the Designated Systems are inoperative, up to any applicable maximum number of designated Users as set forth in the Order.

Licensee may use the documentation accompanying the Software in connection with permitted uses of the Software.

Licensee may  copy the Software for archival or backup purposes only; provided that no other copies are made without Licensor's prior written consent; all titles, trademarks, and copyright and restricted rights notices are reproduced in all such copies; all archival and backup copies of the Software are subject to the terms of this agreement.

2.5.2  Licensee shall not cause, permit, or attempt the reverse engineering, disassembly or decompilation of the Software. Licensee shall not cause, permit, or attempt to alter, modify, enhance, or create derivative work of the Software.

2.5.3 Licensee shall not rent, lease, lend or provide hosting services with the Software for third parties. Licensee shall not use the Software to provide commercial services to third parties.

2.5.4 Licensee agrees not to attempt to bypass the license mechanism or generate unauthorized license keys or files.

2.5.5 Licensor retains all title, copyright and other proprietary rights in and to the Software. Licensee does not acquire any rights, express or implied, in the Software, other than those specified in this agreement. In the event that Licensee makes suggestions to Licensor regarding new features, functionality or performance that Licensor adopts for the Software, such new features, functionality or performance become the sole and exclusive property of Licensor, free from any restriction imposed upon Licensor by the provisions of Section 7.1.              

2.5.6  As an accommodation to Licensee, Licensor may supply Licensee with pre-production releases of the Software (which may be labelled “Alpha” or “Beta”). Licensee acknowledges that these products are not suitable for general use and are subject to the disclaimer set forth under Sect. 5.3.3 of this agreement.

2.5.7  The Software may be installed on virtual machines or any host operating system of a physical machine in a computer network where virtual machines are operating as long as the use meets the license types and terms.

2.5.8 Licensee agrees that Licensor and its affiliates may collect and use technical information gathered as part of the Services provided to Licensee related to the Software. Licensor may use this information to improve its products and will not disclose this information in a form that personally identifies Licensee.

2.6 Transfer and Assignment 

2.6.1 Licensee may transfer a Software License within its organization to another computer hardware and/or operating system (the “Subsequent Designated Systems”) generally supported by Licensor, upon notice to Licensor and so long as the total number of Designated Systems does not exceed the maximum number specified in the Order; Licensor, in the case of such a transfer, agrees to provide Licensee, at no additional cost, any conversion tools as may be available, and the same Services for the Subsequent Designated Systems as was provided for the initial designated systems. Should such transfer require special assistance from Licensor, Licensee agrees to reimburse to Licensor any and all costs and expenses incurred in connection therewith at Licensor’s rate schedules applicable from time to time.

2.6.2 Neither this agreement nor any rights granted hereunder, nor the use of any of the Software, may be sold, leased, assigned, or otherwise transferred, in whole or in part, by Licensee; provided, however, that Licensee may assign this agreement in connection with a merger, acquisition or sale of all or substantially all of its assets if prior written approval of Licensor has been obtained which approval will not be unreasonably withheld. Licensor may withheld its approval if the acquiring entity is a direct or indirect competitor of Licensor. Any attempted assignment will be void and of no effect unless permitted by the foregoing.

3. Software Maintenance Support Services 

The initial maintenance term shall commence on the date of invoice issuance and shall continue for the period of one year. Following the expiration of this initial maintenance term and upon payment of the applicable renewal fees, Licensor shall continue to provide software maintenance and support services as described in this agreement for successive and automatically renewable one year maintenance periods unless Licensee did not agree to automatic renewals.

3.1 Updates, Upgrades, Renewals

This agreement applies to updates, upgrades, supplements, add-on components of the Software that Licensor may provide or make available to Licensee after the date Licensee obtains the initial copy of the Software.

Update means a subsequent release of the Software which is generally made available, which consists of minor technical or functional additions, modifications or bug fixes to the Software, and which are identified by new digits to the right of the second decimal point (e.g., version 2.2.1 as an Update to version 2.2.0). Updates do not include any upgrade or any other release, option or future product which Licensor licenses separately.

Upgrade means a subsequent release of the Software which includes a major functional enhancement of the Software and which are identified by new digits to the left or to the right of the first decimal point (e.g., version 2.3 or version 3.0 as an Upgrade to version 2.2). 

The features in the Software may change when upgrades are made. If the Software is an Upgrade or Update to a previous version of the Software, the Licensee must possess a valid license to such previous version in order to use such upgrade or update.

When the maintenance service period has ended, Licensee may renew the Services. If agreed in an accepted Order the Services for each year shall automatically renew for one year periods unless terminated in accordance with section 4. According to the Order, Licensor will deliver the renewal license key to Licensee. These renewal licenses can only be assigned to the original computer the Software was installed on. In order to do this and according to our user guide, renewal licenses can only be installed by replacing the old license. If the Services are not renewed, Licensee will not receive minor and major software updates nor support services, but Licensee may still use the Software according to the agreement.

3.2 Support Services

If ordered by Licensee on an accepted Order, Supplier will provide Support Services for the Software according to this agreement and subject to the payment of the applicable fees by Licensee.

If Licensee encounters a problem when using the Software Licensee shall got to the:
a) Ranorex forum available at www.ranorex.com/forum/  or

b) Ranorex Online Help & Support Center available at ranorex.com/Support.html

In case that the above mentioned forum and the Online Help & Support Centre don't solve the problem Licensee shall send an email to [email protected] or as set out in the relevant offer. This email shall contain the following information:
i. time and circumstances of the problem
ii. a description of the problem
iii. steps necessary to reproduce the problem

iv. all other information that might be useful.

Supplier will then investigate the root cause of the problem. If the problem is caused by the Software Supplier will offer the following software maintenance support services.

Email, Service Line and Remote Desktop Sharing Support as per the chosen license model. Supplier will provide support by qualified and skilled personnel of the Supplier with expertise in the Software. All services provided under this description will be provided remotely and do not include any on-site assistance.

If technically and economically feasible Licensor will provide maintenance services for the problems that are reproducible. 

All Services not mentioned in this agreement are excluded. No service level agreements are applicable to this agreement.

4. Term and Termination

4.1 Software Maintenance Support Services

Automatic Software Maintenance Support Services may be terminated by either party with effect to the applicable one year term subject to a 30 day written notice.

4.2 Breach of Contract 

Licensor may terminate this agreement if Licensee breaches any of the terms and conditions contained herein. In the event of such termination or upon expiry of the license granted herein, Licensee shall cease all use of the Software and will delete the Software from any files and data storage. Upon request of Licensor Licensee certifies such destruction. All provisions of this agreement relating to disclaimer of warranties, limitations of liability, remedies, or damages, and Licensor’s proprietary rights as well as the choice of law and the dispute resolution mechanism survive termination. The termination of this agreement will not limit any of Licensor´s other rights or remedies at law or in equity.

5. Indemnification, Limited Warranties, Exclusive Remedies

5.1 Indemnification of Licensee.

5.1.1 For a period of one year from Commencement Date Licensor indemnifies Licensee against any claims that the respective Software infringes any patent or copyright or misappropriates a trade secret anywhere in existence in the European Economic Area, the United States or Japan as of the date of this agreement; provided that Licensee gives Licensor prompt notice of such claim, information, reasonable assistance, and sole authority to defend or settle the claim. In the defence or settlement of the claim, Licensor may obtain for Licensee the right to continue using the Software, replace or modify the Software so that it becomes noninfringing, provided that any such settlement does not adversely affect Licensee's use of the Software. In case none of the above remedies is available to Licensor under commercial reasonable terms Licensee is entitled to terminate the affected Software License with immediate effect. Provided that Licensee has at all times been in full compliance with all terms of this agreement, Licensor will upon request refund the license fee less a reasonable depreciation always provided that Licensee has at all times been in full compliance with all terms of this Agreement. 

5.1.2 Licensor has no liability under Sect. 5.1.1 if the alleged infringement is based on (a) a modification of the Software by anyone other than Licensor; (b) the use of the Software on other than the Designated Systems; (c) the use of the Software other than in accordance with the Documentation; or (d) the use of the Software after notice of the alleged or actual infringement, from Licensor or any appropriate authority.

5.1.3 THIS  SECTION  5.1  STATES  LICENSEE’S  SOLE  AND  EXCLUSIVE  LIABILITY  FOR  PROPRIETARY  RIGHTS  INFRINGEMENT  INVOLVING  THE  SOFTWARE.

5.2 Indemnification of Licensor. Licensee indemnifies Licensor against any and all claims, suits, proceedings, losses, liabilities, damages, costs and expenses, including reasonable attorney's fees (“Losses”) made against Licensor by third parties alleging personal or property damage as a result of Licensee's use of the Software, as long as such proceedings are not based on third-party claims of intellectual property infringement by the Software.

5.3 Limited Warranties and Disclaimers 

5.3.1 Limited Program Warranty. Licensor warrants that for a period of one year from the Commencement Date, each Software upon Commencement Date performs in major compliance with the Documentation (as available from time to time).

5.3.2 Limited Services Warranty. Licensor warrants that any Services performed by Licensor under this agreement will be performed in a manner consistent with generally accepted industry standards. This warranty is valid for six months from the last day of performance of the respective Service.

5.3.3 Disclaimers.  Licensor does not warrant that the Software will meet Licensee's requirements, that the Software will operate in the combinations which Licensee may select for use, that the operation of the Software will be uninterrupted or error-free, or that all software errors will be corrected.

THE  LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  IT IS  INSTALLING  AND  USING  THE  LICENSED MATERIALS  AT  ITS  OWN  SOLE  RISK. THE LICENSOR OR ITS SUPPLIERS PROVIDE NO REMEDIES OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, FOR THE LICENSED MATERIALS.  THE SOFTWARE IS PROVIDED  “AS  IS”  WITHOUT  WARRANTY,  TERM  OR  CONDITION  OF  ANY  KIND  UNLESS  OTHERWISE AGREED  TO  IN  THIS  CONTRACT.

5.4 Exclusive Remedies for Services. If Licensor is unable to perform the Services as warranted, Licensor shall re-perform the Services at Licensor's cost and, if Licensor is unable to provide Services that comply with the applicable warranty, Licensee is entitled to recover the fees paid to Licensor for the unsatisfactory Services.

6. Payment 

6.1   Invoicing and Payment. Licensee shall pay the license fees as specified in an accepted Order. Licensor will invoice the license fees immediately following acceptance of the Order. If a fee is not specified in an accepted Order Licensee shall pay license fees according to the then current list price generally available to customers. If a payment term is not specified in an accepted Order Licensee shall pay the license fees within 30 days from invoice date. Services fees are payable in advance. Any amounts payable by Licensee hereunder which remain unpaid after the due date are subject to a late charge from the due date until such amount is paid in the amount of 12% per annum or the maximum amount allowed by law  in case this is lower. 

6.2   Taxes. The fees listed in this agreement do not include taxes; if Licensor is required to pay sales, use, property, value-added or other taxes based on the licenses or Services granted in this agreement or on Licensee's use of the Software or Services, then such taxes are billed to and paid by Licensee.  This Section does not apply to taxes based on Licensor's income.

7. Limitation of Liability 

Limited Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT  FOR  THE  LICENSOR`S  LIABILITY  UNDER  SECTION  5.1  (INFRINGEMENT  INDEMNITY),  IN  NO EVENT  ARE LICENSOR  OR  ITS  SUPPLIERS    LIABLE  FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING  WITHOUT  LIMITATION  DAMAGES  FOR  LOSS  OF  PROFITS,  REVENUE,  DATA  OR  USE,  INCURRED  BY  LICENSEE  OR  ANY  THIRD  PARTY,  WHETHER  IN  AN  ACTION  IN  CONTRACT  OR  TORT,  EVEN  IF  THE  LICENSOR  HAS BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES  AND  LICENSOR'S  LIABILITY  FOR  DAMAGES  HEREUNDER  DOES  NOT  EXCEED  THE  AMOUNT  OF  FEES  PAID  BY  LICENSEE  DIRECTLY OR INDIRECTLY FOR  THE  RELEVANT  SOFTWARE  OR  SERVICES GIVING  RISE  TO  THE  LIABILITY.

The provisions of this agreement allocate the risks between Licensor and Licensee. Licensor's pricing reflects this allocation of risk and the limitation of liability specified herein.

The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

If the laws of Austria govern this agreement, Licensor is in case of intentional conduct, gross negligence, claims based on the Austrian Product Liability Act, in case of death or personal injury liable according to the statutory law. In all other cases the limitation of liability of this clause applies.

8. Special provisions if accessing connected hardware

8.1 Software products which, via their functionality, access connected hardware (electronic equipment, external controllers, measuring devices or other peripherals) are to be used with special caution.

8.2 Licensee assumes all responsibility for the use of the Software. Licensee is obligated to confirm the functionality of the Software in the intended operating conditions before actively putting the Software into operation.

8.3 Before putting the product into service, launching the Software or turning equipment on, the hardware must be disconnected from the computer on which the Software is running in order to prevent damage to the hardware.

8.4 Licensee alone is responsible for ensuring that the following cause no damage to the connected hardware: setup, switching operations, sending of information via connected bus systems, and automated use of the Software.

8.5 In so far as actual hardware to be controlled via the Software (controller including any associated hardware, e.g. an engine block), ensuring that the messages sent by the Software to the controller are “compatible” is the responsibility of Licensee.

8.6 The automated operation of controlled hardware, for example when running tests with the Software, should only be carried out under the supervision of appropriately trained personnel, i.e. having familiarity with the operation of the Software as well as expertise in and experience with the connected hardware.

8.7 IN  NO  EVENT  ARE  LICENSOR  OR  ITS  SUPPLIERS  LIABLE  FOR  DAMAGES  TO  CONNECTED  HARDWARE.

9. Confidentiality

Customer acknowledges and agrees that the Software contain trade secrets and other confidential information of Ranorex and third parties. Customer agrees to use the Software solely within the scope of the licenses set forth herein, to maintain the Software in strict confidence, to use at least the same degree of care that Customer uses to prevent disclosure of its own confidential information of like importance but in no instance less than reasonable care, and to prevent disclosure of the Software to any third party and unauthorized access to the Software by any third party, except as may be necessary and required in connection with its rights and obligations hereunder. 

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designates as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer´s Confidential Information includes Customer´s data. Ranorex ´Confidential Information includes the Services and Software.

However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information but not less than reasonable care to (i) not use any Confidential Information of the Disclosing Party in writing, limit access to the Confidential Information to those of its employees and contractors who need that access for purposes compliant with this agreement and who signed confidentiality agreements containing protections not materially less protective than those of this agreement.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party gives the Disclosing Party to the extent legally permitted prior notice of the disclosure. The Receiving Party shall give reasonable assistance, at the Disclosing Party´s cost, if the Disclosing Party wishes to contest the disclosure.

The provisions of this section continue in force notwithstanding the termination of this agreement for any reason.

10. Miscellaneous 

10.1 Dispute Resolution/Arbitration. Any and all disputes arising out of or in connection with this agreement and each Order, including any question regarding their existence, validity or termination are finally settled heard and decided by the competent courts having subject matter jurisdiction in Florida, United States of America when the laws of Florida apply, and the courts of Graz/Styria, Austria, when the laws of Austria apply.

10.2 Governing Law. If Licensee is a resident of the United States, Canada, or Mexico, then Licensee has a relationship with Ranorex Inc., a United States company, and Licensee agrees to be bound by the laws of Florida and the laws of the United States. If Licensee resides outside of the United States, Canada, or Mexico, then Licensee has a relationship with Ranorex GmbH, and Licensee agrees to be bound by the laws of Austria. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is in any case excluded.  

10.3 No Waiver. No express or implied waiver by any of the Parties to this agreement of any breach of any term, condition or obligation of this agreement is construed as a waiver of any subsequent or continuing breach of that term, condition or obligation or of any other term, condition or obligation of this agreement of the same or of a different nature. Any waiver, consent, or approval of any kind regarding any breach, violation, default, provision or condition of this agreement must be in writing and will be effective only to the extent specifically set forth in such writing.

10.4 Partial Invalidity. If any provision of this agreement is held to be invalid, illegal or unenforceable under applicable law the remaining provisions will continue to be in full force and effect. The Parties undertake to replace the invalid provision or parts thereof by a new provision which will approximate as closely as possible the economic result intended by the Parties.

10.5  Export Administration. Licensee agrees to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Software nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Any violation of this provision or any non-compliance with the obligations described herein shall entitle the Licensor to terminate this agreement for cause and with immediate effect.

10.6 Relationship between the Parties. Licensor is an independent contractor; nothing in this agreement will be construed to create a partnership, joint venture or agency relationship between the parties.

Terms and Conditions of Certification

By ordering or completing the certification, you acknowledge that you have read and agreed to the Terms and Conditions of Certification. If you do not agree with these Terms and Conditions of Certification, please resign the certification.

This Terms and Conditions of Certification is made and entered by and between Ranorex and you, hereinafter referred to as "Participant". If you are not the person, who takes the exam, you shall effectively agree this Terms and Conditions of Certification with each participant.

1. "Ranorex" means Ranorex Inc., a Delaware corporation, 28050 US Hwy 19N, Suite 303, Clearwater, FL 33761, if this agreement is entered into while Participant is a resident of the United States, Canada, or Mexico;

otherwise, it means Ranorex GmbH., Strassganger Strasse 289, 8053 Graz, Austria.

2. Time limit: There is a time limit for completing the certification exam. In case of technical issues, Participant will be able to continue the certification exam during this term.

3. Content: The questions are randomly selected from a bank of possible questions every time an exam is started. The number of questions in the different sections varies.

4. Certification: After taking the exam, Participant will receive an email with the test results within 5 working days. Ranorex at its sole discretion may contact each Participant to reassess the results of the Certification before sending the test results.

4.1. After passing the exam the participant will receive the certification document by mail. Residents of the United States will receive the certification document by email.

4.2. The certification does not expire but it is recommended to upgrade the certification every two years (since the tool is being updated continuously).

5. Annulment: The exam must be taken without any assistance. The certification can be revoked when questions and/or answers are published elsewhere, in case of cheating or having any assistance while taking the exam and if Participant pretends to be someone else.

6. Appeal: In case of having failed the examination, Participant has the right to appeal within 30 days upon examination attempt by written notice to Ranorex, confirming that Participant accepts the handling fee of 50 USD / 40 EUR and describing the reason for the appeal.

6.1 Inspection of examination: Participant has the permission to inspect the relevant exam online. For this, it is needed to arrange an appointment with Ranorex.

6.2 Fees of appeal: Participant accepts the handling fee of 50 USD / 40 EUR. In case of granting Ranorex will refund the handling fee.

6.3 Justification: Reasons for the appeal are exclusively, demostrably incorrect questions and answers. Disagreement with the exam result does not give grounds for appeal.

7. Disclaimers. In case of Hardware and/or internet problems, Participant will be able to continue the certification exam during the time limit. Ranorex is in no case responsible for technical, hardware or internet issues of Participant.

8. Fees: Certification exam fees are strictly non-refundable. Participant will be notified should there be any increase in fees.

9. Invoicing and Payment: Fees shall be payable 30 days from the invoice date, and shall be deemed overdue if they remain unpaid thereafter. Any amounts payable by Participants hereunder which remain unpaid after the due date shall be subject to a late charge as provided for by law from time to time from the due date until such amount is paid.

9.1 Taxes: The fees do not include taxes.

10. Public Result Verification: Participants who passed the exam are included in a list of certified People which is publicly accessible online. Being certified or not can be verified on a subpage of the Ranorex website accessing the mentioned list. The list is not searchable but particular records can be retrieved by providing the certificate number. This certificate number is unique and only shared between Ranorex and the participant himself/herself. The Participant is allowed to refer his/her certificate number to make his/her certification public. The information delivered on the Ranorex website is limited to first name and last name of the participant and the date the exam was taken. To be excluded from this list an informal email must be sent to Ranorex (certification ranorex.com with the subject "Exclude from Ranorex Certified Professional Directory". The email must provide the corresponding certificate number. Ranorex will then exclude this record within the next 30 days.

11. Partial Invalidity: If any of these Terms and Conditions of Certification should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, then such Term or Condition shall be severed and the remaining Terms and Conditions of Certification shall survive and remain in full force and effect and continue to be binding and enforceable.

12. Dispute Resolution/Arbitration: Any and all disputes arising out of or in connection with this Terms and Conditions of Certification and each Certification exam, including any question regarding their existence, validity or termination shall be finally settled, heard and decided by the competent courts having subject matter jurisdiction in Florida, United States of America, when the laws of Florida apply, and the courts of Graz/Styria, Austria, when the laws of Austria apply.

13. Governing Law: If Participant is a resident of the United States, Canada, or Mexico, than Participant has a relationship with Ranorex Inc., a United States company, and Participant agrees to be bound by the laws of Florida and the laws of the United States. If Participant resides outside of the United States, Canada, or Mexico, than Participant has a relationship with Ranorex GmbH, and Participant agrees to be bound by the laws of Austria. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall in any case be excluded.

14. Relationship between the Parties: Ranorex is an independent contractor; nothing in this Terms and Conditions of Certification shall be construed to create a partnership, joint venture or agency relationship between the parties.

15. Ranorex reserves the right to amend these Terms and Conditions of Certification without prior notification.