Software License Agreement
The following document defines the terms and conditions for using software products (hereinafter referred to as "Software") provided by the company IsoDev GmbH (hereinafter referred to as "Licensor") by the end user (hereinafter referred to as "Licensee"). Please make sure to read this software license agreement carefully. By using the Software for the first time, the software license agreement is acclaimed and the binding contract between the Licensee and the Licensor is closed.
1. Grant of License
1.1. Subject to the terms and conditions of this Software License Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable and non-assignable right to use the purchased Software; all remaining rights concerning the Software and its documentation remain with the Licensor.
1.2. The Licensee is responsible for verifying the adequacy and suitability of the Software for its purposes, and for the installation, the use and the results provided by the Software; in particular the performance characteristics and other Software descriptions do not pledge certain quality characteristics.
1.3. Installation, Configuration and Training operating the software, as well as Consulting and Programming Tasks of system modifications are not subject of this Software License Agreement.
2. License Fees
The right of using the Software granted to the Licensee in this Software License Agreement is due after full payment of all fees and amounts.
3. License-Type and -Rights of Licensee
3.1. To the extent of the grant of license, the Licensee is granted a fixed license for the use on a single computer in a single location. It is permissible to transfer to the license for one computer to another, as long as it is ensured that the software is used at any point in time only on one single computer.
This is different if an explicit Multiuser-License was purchased. When having purchased a Multiuser-License, the license is granted to the issued number of users, which are permitted to use the Software concurrently. A use of the Software exceeding this number of users is not permissible. Using the Software on a service is only permissible if it is ensured that not more than the issued users can use the Software concurrently. The Licensee is granted the right to install the Software on a hard-disk. It is also permissible to a back-up copy of the Software. A reproduction of the user manual or other documentation is not permissible. The Software may be used only in the operating environments validated by the Licensor.
3.2. The Licensor may, at its sole discretion, protect the Software by implementing internal protective measures to secure its intellectual property rights. This is also applicable for future evolutions of the Software. The Licensor will notify the Licensee about the type of protective measures.
3.3. The Licensee shall not translate, decompile, reverse engineer, disassemble, modify, decipher or otherwise determine the source code or create derivative works of the Software or any part thereof to the extent permitted by applicable law. Should the Licensee wish to obtain information to facilitate the interoperability of the Software with other software, it shall request the Licensor whether the desired information is available. The Licensee may not alter, obscure, remove or separate any propriety notices or labels from the Software. All regulations provided by the Copyright law remain valid.
3.4. To the extent of chapter 3.3 the Licensee is allowed to modify the Software, if such modifications are explicitly permissible according to the product information, and if it is rendered possible by files provided.
3.5. Purchase of the Software does not in any way grant the Licensee any license, right, title or interest in or to the intellectual property rights related thereto. All rights to publish, copy or modify the software remain at the Licensor.
3.6. To the fullest extent permitted by law, the Licensor reserves the exclusive right to perform and deliver any maintenance services on the Software. The Licensor reserves the right to provide maintenance services in the context of billable software evolution agreements. Claims against the supplier of the Software remain unaffected.
3.7. It is not permissible to rent, lend, to grant sub-licenses or to use the Software in the context of Application Sercive Provider (ASP) without written permission of the Licensor.
3.8. The Licensor does not grant the right to the Licensee to use the as a service bureau, or in connection with facilities or time-sharing, or otherwise allow access to or disclose the Software to third parties.
3.9. The Licensee is granted the right to resell the complete Software package, including all user documentation, in combination with all mentioned user rights, to end users. This grant does not apply to copies or parts of the Software. The transfer is under the suspensive condition of notification of the Licensor by the Licensee. This arrangement is essential for the protection of the intellectual property rights of the Licensor and his Licensors and for the transfer of the rights. Any third party has to declare and accept the license conditions of the Licensor, and the Licensee has to forward this License Agreement to the third party. Before transferring the License it is mandatory to get the written approval of the Licensor. The Licensor has the right dissent the transfer in writing, indicating the reasons.
3.10. With the transfer of the Software the third party acquires the rights of use following this agreement an replaces the Licensee. At the same time, all rights of use granted to the Licensee expire. Licensee approves to delete any copy of Software in his possession, or to destroy it in any other way, shape of form. This is also applicable for any back-up copy of the Software.
3.11. The arrangements mentioned in chapter 3.7 and 3.8. are also applicable in case of an intermittent license of the Software, which is not a renting.
4.1. Subject of warranty is the Software version provided by the Licensor. Problems due to expansions or modifications of the Software by the Licensee or third parties assigned by the Licensee, are not considered as defects and are therefore not subject of any warranty.
4.2. The foregoing warranty shall only apply to the extent that the Licensee's system configuration remains unchanged in respect of the condition as supplied to the customer. In case of modifications of the system environment Licensee has to acquire a functioning guarantee from Licensor. Warranty is only applicable if the Licensor has granted this functioning guarantee.
4.3. In case of defects in the Software, which depreciate or inhibit its use in respect of the use described in the product documentation, Licensor has the right to remediate the defect by remedy, replacement or a new version of the Software.
4.4. In case of final failure of the remedy or replacement, Licensee has the right to claim an abatement of the purchase price or a revocation of the contract.
4.5. The Licensee has to support the Licensor in a reasonable manner in the localization of a defect. This can be done e.g. by providing paper printouts, system descriptions or data repositories.
4.6. Licensor is not liable for any data provided to the Licensee or any third party that is not essential to ensure the proper functionality of the Software. Licensee has to validate the correctness of this data prior to its use in the Software.
4.7. The withdrawal of damaged Software is excluded. In case of damages in transit from the Licensor to the Licensee the Software will be replaced free of charge, if the Licensee claims the damage immediately after receipt, which can be claimed to the delivery service by the Licensor.
4.8. Unless otherwise agreed, Licensor warrants the items listed in chapter 4 for a period of 12 months after delivery of the Software.
5. Liability of Licensor
5.1. Licensor's liability with regard to the use of the Software is limited to malicious intent, gross negligence and the absence of warranted properties.
5.2. Other than that, Licensor is only liable for negligent breach of contractually significant obligations and predictable damages. Under no circumstances shall Licensor be liable for any indirect, incidental, special or consequential damages (including, but not limited to, loss of profit, lost data, work delays, business interruption) suffered by the Licensor and any third party. Licensor is not liable in case of slight negligence.
5.3. Licensor is not liable for damages that could have been avoided by the Licensee taking appropriate measures - especially backup copies of program and data.
5.4. Under all circumstances of a gross negligence by the Licensor the liability is limited to the net-amount of the purchasing price of the Software.
5.5. The arrangements mentioned in chapter 5 are applicable for the Licensor, Licensor's staff and any servant of the Licensor.
5.6. All regulations of the Product Liability Act remain valid.
6. Suspension - Termination
Licensor might terminate the Software license, or all or part of the rights granted to the Licensee in the event of a breach by the Licensee of any of its obligations. Any such termination shall become effective after notification of the breach and all rights granted to the Licensee expire. All available Software copies have to be destroyed.
Personal data of customers are only used, store and evaluated according to the German Data Protection Act.
8. Final Clause
8.1. The law of the Federal Republic of Germany applies solely. The regulations of the UN Purchase Right do not apply.
8.2. Court of jurisdiction is Passau, Germany.
8.3. If some terms of this Conditions of Use are not legal the other terms of this Conditions of Use are not affected. The term which is not legal is replaced with legal regulation.