between
DIGITEC GmbH EDV Beratung, Soft- und Hardware
Managing Directors: Hans-Joachim Hänel, Hans-Jürgen Joost
Johannes-Brahms-Platz 1
20355 Hamburg
- hereinafter referred to as the: Licensor –
and
the purchaser of a subscription for the software specified in Appendix 1
(hereinafter referred to as the software)
- hereinafter referred to as the: Licensee –
the parties conclude the following Agreement on the use of the software:
The Licensee plans to use the Licensor’s software for a limited period of time (in its company). The Licensor therefore grants the Licensee the use of the software on the basis of this Agreement for a limited period of time and for this purpose provides the software to the Licensee in its respective most current version.
(1) The subject of this Agreement is the provision of the software, limited to the term of this Agreement, and the granting of the rights required for its legitimate use in accordance with Section 2 of this Software Licensing Agreement.
(2) The Licensor provides the Licensee with a copy of the software in digital format and with a version of the associated documentation. The Licensee obtains a license key for the use of the software which allows it to use the software in accordance with the contractual agreements.
(3) The due properties of the software are stipulated conclusively by this Agreement and the Service Specification in Appendix 2.
(4) Installation and configuration services are not included in the scope of this Agreement but may be agreed separately between the parties.
(1) The Licensee obtains the non-exclusive, non-transferable and non-sublicensable right, limited in time to the term pursuant to Section 2, to use the software to the extent permitted under this Agreement and the documentation. Use in accordance with the Agreement includes installation and the loading and running of the installed software on a server. The license key provided determines the maximum number of users.
(2) The Licensee is entitled to create a backup copy of the software. These copies must be for the sole purpose of reinstating the application following malfunction.
(3) The Licensee may not otherwise duplicate the software in any way. In particular, the Licensee may not surrender the provided copy of the software or any backup copies created to third parties. It may not sell, loan out, hire out or otherwise sublicense the software or make the software publicly available.
(4) In the event of a breach by the Licensee of the above provisions, all usage rights granted in the context of this Agreement will be void immediately and automatically revert to the Licensor. In this case, the Licensee shall immediately and completely cease use of the software and delete all copies of the software installed on its systems and any backup copies created.
The Licensee must employ appropriate measures to secure the software and the license key provided against access by unauthorized third parties; in particular, all copies of the software must be kept in a secure place.
(1) The term of the Licensing Agreement is tied to the existence of a current subscription; it ends without separate notice upon expiry of the subscription. The provisions of the Subscription Agreement apply to the cancellation of the subscription.
(2) Furthermore, the Licensing Agreement may be terminated by either party without notice for good cause. Good cause that entitles the Licensor to terminate the Agreement is given especially if the Licensee breaches the usage rights of the Licensor by using the software beyond the extent permitted under this Agreement and failing to remedy the breach within a reasonable period after a warning by the Licensor.
(3) Notice of termination must in all cases be in writing.
(4) In the event of a termination or upon expiry of the term pursuant to Section 4 clause 1, the Licensee must cease use of the software and remove all installed copies of the program from its servers and delete any backup copies created.
(1) The Licensor and the Licensee agree that the software has been developed for a large range of different applications and cannot accommodate every conceivable type of application in precise detail. The Licensor warrants the maintenance of the contractually agreed properties of the software for the Agreement term in accordance with the specification in Appendix 2 and the absence of any rights of third parties which conflict with the legitimate use of the software. The Licensor will rectify any material and legal defects which arise in the software during the Agreement term within a reasonable time frame.
(2) The Licensor does not guarantee that the software will meet the requirements and/or fulfill the purposes of the Licensee. It also does not guarantee that the software will be compatible with other software programs used by the Licensee. The responsibility for the correct selection and the consequences of use of the software and the intended or achieved results lies solely with the Licensee.
(3) The Licensor is entitled at its choice to remedy defects by way of removal or by provision of a newer program version of the B.I.S. software. It is entitled to make changes to the B.I.S. software which are required due to defects, provided that this does not result in significant changes to the contractually agreed performance. For the purposes of defect rectification, the Licensee must inform the Licensor of any defects occurring in the software in writing immediately after detection. In the case of material defects, this notification must include the time of the defect’s occurrence and the detailed circumstances.
(1) The Licensor is liable without limitation for cases of intent or gross negligence, for personal injury or death, according to the provisions of the German Product Liability Act, and to the extent of any guarantee provided by the Licensor.
(2) In the event of a slightly negligent breach of a duty which is essential to the achievement of the purpose of the Agreement (“cardinal duty”), the Licensor’s liability is limited in terms of amount to the damage which is foreseeable and typical of the type of transaction in question.
(3) The Licensor does not bear any further liability. In particular, the Licensor is not liable for initial defects, unless the conditions of the preceding paragraphs (1) and (2) apply.
(4) The limitation of liability above also applies to the personal liability of employees, representatives and bodies of the Licensor.
(1) The Licensee may assign rights and obligations from or in connection with this Agreement to third parties only following written authorization by the Licensor.
(2) Amendments and additions to this Agreement must be in writing. This also applies to the amendment or waiver of the written form clause as such.
(3) Any general terms and conditions of the Licensee, in particular its terms of purchase, do not apply to this Software Licensing Agreement.
(4) This Agreement is governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
(5) The Licensor’s General Terms and Conditions and all Appendices mentioned in this Agreement, including the revocation clause and the privacy policy, form components of the Agreement.
(1) The place of performance is Hamburg.
(2) The exclusive legal venue is Hamburg, provided the Licensee is a registered trader or corporate body under public law.
If individual provisions of this Agreement are or become wholly or partially invalid, void or contestable this does not affect the validity of the remaining provisions. The parties will endeavor to replace the invalid provision with a provision which in legal and economic terms fulfills the purpose of the Agreement as accurately as possible.
Software
eZ Plug-ins (core, sales, project)
Service Specification
The exact performance of the software is detailed in the description enclosed with the subscription offer.
Licensing Conditions