This End-User License Agreement ("Agreement") is a legal agreement between you ("User"), either as an individual or on behalf of an entity, and UniteLabs GmbH ("UniteLabs"), regarding your use of the GroundControl desktop application and any associated software, updates, and documentation (collectively, the "Software").
By installing, copying, or otherwise using the Software, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software and delete all copies in your possession.
1. License Grant
1.1 Grant
UniteLabs grants User a revocable, non-exclusive, non-transferable, limited license to install and use the Software strictly in accordance with the terms and conditions of this Agreement.
1.2 Free of Charge; Paid Features
The Software is licensed to User free of charge under this Agreement. No license fees, subscription fees, or other consideration are payable by User for the use of the Software under this Agreement. Certain features of the Software require a paid UniteLabs account or a separate written agreement with UniteLabs ("Paid Features"). Paid Features are not licensed under this Agreement; their provision, use, and associated liability are governed exclusively by the applicable separate terms between UniteLabs and User. The parties acknowledge that the limited liability regime set forth in Section 7 reflects the gratuitous nature of the license granted under this Agreement.
2. Use of the Software
2.1 Permitted Use
User may install and use the Software on any number of devices owned or controlled by User, solely for User's internal business or personal purposes, and in compliance with all applicable laws.
2.2 Restrictions on Use
Unless otherwise specified in a separate written agreement between UniteLabs and User, User may not, and may not permit others to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law notwithstanding this limitation;
(b) copy, modify, adapt, translate, or create derivative works based on the Software;
(c) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party;
(d) remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
(e) use the Software in any manner that violates applicable laws or regulations in the jurisdiction(s) in which such use takes place;
(f) use the Software in any manner that infringes the intellectual property or other rights of any third party.
2.3 User Responsibility for Data
User is solely responsible for the selection, use, configuration, and operation of the Software in User's environment, and for regularly backing up all data that User processes with, stores in, or connects through the Software. UniteLabs' liability for loss of data is limited to the typical cost of restoring the data from backups that User would have maintained in accordance with good industry practice, subject to the limitations and exclusions set forth in Section 7.
2.4 Indemnification by User
To the extent permitted by applicable law, User shall indemnify, defend, and hold harmless UniteLabs, its affiliates, directors, officers, employees, legal representatives, and vicarious agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of or caused by (i) User's breach of Section 2.2, (ii) User's use of the Software in violation of applicable laws or regulations, or (iii) User's infringement of the intellectual property or other rights of any third party through the use of the Software. UniteLabs shall promptly notify User of any such claim and shall reasonably cooperate with User in its defense. This Section 2.4 does not limit User's statutory rights and is subject to the mandatory liability allocation set forth in Section 7.
3. Open Source Software
The Software includes third-party open source components, each subject to its own license terms. A complete list of these components and their licenses is available within the Software under Settings > Legal > Open Source Licenses.
To the extent that the terms of any open source license conflict with the restrictions in this Agreement with respect to the applicable open source component, such restrictions shall not apply to that component. The remainder of this Agreement continues to apply in full.
4. Intellectual Property Rights
4.1 Ownership
The Software is licensed, not sold. UniteLabs retains all rights, title, and interest in and to the Software, including all worldwide patents, copyrights, trade secrets, trademarks, and other intellectual property rights. This Agreement does not grant User any rights to UniteLabs trademarks or service marks.
4.2 Feedback
Any feedback, suggestions, or ideas provided by User regarding the Software may be used by UniteLabs without any obligation or compensation to User. User hereby grants UniteLabs a perpetual, worldwide, royalty-free license to use, modify, and incorporate such feedback for any purpose.
5. Data and Privacy
The Software may communicate with UniteLabs servers for purposes including, but not limited to, software updates, error reporting, and usage analytics. The collection and use of such data is governed by the UniteLabs Privacy Policy as in effect from time to time, available at https://unitelabs.io/legal/privacy-policy/, and is carried out in compliance with the European General Data Protection Regulation (GDPR / DSGVO) and other applicable data protection laws. By agreeing to this Agreement, you acknowledge and agree to the UniteLabs Privacy Policy.
6. Disclaimer of Warranties
The Software is provided "as is" and "as available" without warranty of any kind, express or implied, to the maximum extent permitted by applicable law. UniteLabs disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
UniteLabs does not warrant that the Software will meet User's requirements, that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected.
Nothing in this Section shall affect any mandatory statutory warranty rights that cannot be excluded or limited under applicable law, including under the laws of the Federal Republic of Germany.
7. Limitation of Liability
7.1 Mandatory Liability
Nothing in this Agreement excludes or limits the liability of UniteLabs, its affiliates, directors, officers, employees, legal representatives, or vicarious agents (Erfüllungsgehilfen) for (a) death, bodily injury, or damage to health caused by negligence, regardless of the degree of fault, (b) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), or (c) claims under the German Product Liability Act (Produkthaftungsgesetz). For breaches of material contractual obligations (Kardinalpflichten) caused by ordinary negligence, liability is limited to foreseeable, contract-typical damages. Material contractual obligations are those whose fulfillment is essential for the proper performance of this Agreement, whose breach jeopardizes the achievement of the contractual purpose, and on whose observance the User may regularly rely.
7.2 Exclusion of Further Liability
To the maximum extent permitted by applicable law and except as set forth in Sections 7.1 and 7.4, in no event shall UniteLabs, its affiliates, directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with the use of or inability to use the Software, including but not limited to damages for loss of profits, data, business interruption, or any other commercial damages or losses, regardless of the theory of liability and even if UniteLabs has been advised of the possibility of such damages.
7.3 Aggregate Cap
Except for the cases described in Sections 7.1 and 7.4, UniteLabs' total aggregate liability arising out of or related to this Agreement shall not exceed fifty euros (EUR 50.00).
7.4 Data Protection Liability
Liability of UniteLabs for damages arising out of a breach of the European General Data Protection Regulation (GDPR / DSGVO) or other applicable data protection laws, in particular under Article 82 GDPR, shall be governed exclusively by the applicable statutory provisions and shall not be affected by the limitations or exclusions set forth in Sections 7.2 and 7.3. Further information on UniteLabs' processing of personal data is available at https://unitelabs.io/legal/privacy-policy/, in addition to the Privacy Policy referenced in Section 5.
7.5 Limitation Period
Except for the cases described in Sections 7.1 and 7.4, all claims of User against UniteLabs arising out of or in connection with this Agreement shall become time-barred twelve (12) months after the end of the year in which the claim arose and User became aware, or should have become aware without gross negligence, of the circumstances giving rise to the claim. Statutory limitation periods that cannot be shortened by agreement remain unaffected.
7.6 Scope; Paid Features
For the avoidance of doubt, the limitations and exclusions set forth in this Section 7 apply solely to the Software licensed under this Agreement and do not apply to Paid Features, which are governed exclusively by the separate terms referenced in Section 1.2.
8. Term and Termination
8.1 Term
This Agreement is effective from the date User first installs or uses the Software and continues until terminated.
8.2 Termination by User
User may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies.
8.3 Termination by UniteLabs
UniteLabs may terminate this Agreement for convenience by providing User with at least thirty (30) days' prior written notice. UniteLabs may terminate this Agreement with immediate effect if User materially breaches any of its terms and fails to cure such breach within fourteen (14) days after receiving written notice of the breach.
8.4 Effect of Termination
Upon termination, User must immediately cease all use of the Software and destroy all copies. Sections 3, 4, 6, 7, 9, and 10 shall survive termination.
9. Amendments
UniteLabs reserves the right to amend this Agreement by publishing an updated version on https://unitelabs.io/legal/eula. UniteLabs will notify User of material changes at least thirty (30) days before they take effect, by email, through a notice in the Software, or by updating the EULA terms on the UniteLabs website. If User does not agree to the amended terms, User may terminate this Agreement before the changes take effect by ceasing all use of the Software and deleting all copies. Continued use of the Software after the effective date of the amended Agreement constitutes acceptance of the changes.
10. General Provisions
10.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for all disputes arising under this Agreement shall be the courts of competent jurisdiction in Munich, Germany.
10.2 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
10.3 Assignment
User may not assign or transfer this Agreement or any rights hereunder without the prior written consent of UniteLabs. UniteLabs may assign this Agreement without restriction.
10.4 Entire Agreement
This Agreement constitutes the entire agreement between User and UniteLabs regarding the Software and supersedes all prior agreements and understandings, whether written or oral.
10.5 No Waiver
The failure of UniteLabs to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
10.6 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control ("höhere Gewalt"), including but not limited to natural disasters, war, terrorism, civil unrest, epidemics or pandemics, governmental actions or restrictions, labor disputes, failures of public or private telecommunications networks, or internet outages. The affected party shall notify the other party without undue delay and shall use commercially reasonable efforts to mitigate the effects of the force majeure event. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement by written notice with immediate effect, without liability to the other party.
10.7 Contact
For questions regarding this Agreement, please contact UniteLabs at the support email address provided on https://unitelabs.io.
By using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.