End-User License Agreement
1 Subject of the Contract
The license terms of Zettaflow (hereinafter called "licensor") are applied for the concession of the rights of use for the entire or partly use of the object code of the software SQLwave (hereinafter called "SOFTWARE") to contractors, juristic persons under public law or official fund assets in terms of §310 in conjunction with §14 BGB [Civil Code] (hereinafter called "licensee"). Herewith the inclusion of the licensee's own terms and conditions is contradicted, unless their validity has explicitly been agreed to.
2 Scope of the Rights of Use
2.1 The following terms are valid for the assignment and use of the SOFTWARE for an unlimited period of time including any documentation and the license file (a file that is custom-made for each individual granting of a license, the file being necessary for the operation of the SOFTWARE).
2.2 They are not valid for additional services such as installation, integration, parameterization and customization of the SOFTWARE to the licensee's requirements.
3 Rights of Use
3.1 The SOFTWARE is partly copyrighted in favour of the licensor and partly in favour of other holders of rights.
3.2 The SOFTWARE is handed over to the licensee for its intended use. The scope of the intended use as well as the kind and scope of the rights of use result from the assignment contract and said license terms. They especially depend on whether the licensee gets a
SOFTWARE Non-Commercial Use License,
SOFTWARE Single Business License
3.2.1 If a SOFTWARE Non-Commercial Use License is agreed upon with the licensee, the licensor grants the licensee the non-exclusive, non-transferable right, which is terminable according to the terms of clause 5 or permanent, to have the SOFTWARE used on a arbitrary number of single-user computers or on a central server or via terminal server clients, simultaneously by a arbitrary number of users, solely for non-commercial purposes. A purpose is non-commercial only if it is in no manner primarily intended for or directed toward commercial advantage or private monetary compensation.
3.2.2 If a SOFTWARE Single Business License is agreed upon with the licensee, the licensor grants the licensee the non-exclusive, non-transferable right, which is terminable according to the terms of clause 5 or permanent, to have the SOFTWARE used on a central server or via terminal server clients or as an in situ installation on single-user computers by the agreed-upon number of all users nameable on demand, that means to have the SOFTWARE saved, loaded, displayed and run permanently or temporarily. Every user known by name can be replaced by another user known by name only once in a month. From that time on, said first user must not use the SOFTWARE anymore and said second user may start to use the SOFTWARE. At no time must the number of the users known by name exceed the number of the acquired licenses (example: If the licensee has bought the SOFTWARE for five users whose names he can indicate on demand, only these five users may use the SOFTWARE. This is true independently of the number of the respective installations and of the fact if they are done on a central server or via terminal server clients or as a local installation on single-user computers).
3.3 The licensee undertakes to take care that the intended use of the SOFTWARE is assured by appropriate technical and organizational measures.
3.4 The licensee is obliged to back up the data orderly and regularly (especially with respect to working copies and repositories).
3.5 The licensee is entitled to produce one backup from the SOFTWARE.
3.6 The licensee is not entitled to translate, process, arrange the SOFTWARE differently or adapt or alter it and to copy the achieved results.
3.7 The licensee is not entitled to distribute the SOFTWARE. This comprises any form of sublicensing, especially selling, letting, leasing or lending. Passing on the license file, a text file showing name and address of the licensee as well as an electronic signature which allows the technical exploitation of the SOFTWARE is also considered to be a form of distribution.
3.8 The licensee is not entitled to make the SOFTWARE publicly accessible in such a way that it is accessible to the public at any place and at any time.
3.9 The licensee undertakes not to decompile the SOFTWARE.
4.1 If the SOFTWARE is handed over only for test purposes, the licensor grants the licensee the non-exclusive, non-transferable right, limited to the test period of thirty-one (31) days, to have a non-registered copy of the SOFTWARE (demo) used on a arbitrary number of single-user computers or on a central server or via terminal server clients by a arbitrary number of users simultaneously for test purposes only, that means not productively, which again means to have the SOFTWARE saved, loaded, displayed and run permanently or temporarily.
4.2 The demo of the SOFTWARE includes a function that terminates the use of the SOFTWARE after the expiration of the test period. After the payment of the agreed-upon license fee and the agreement to said license terms within the agreed-upon scope, this function is deactivated and the licensee gets the agreed-upon rights of use according to these license terms. Bypassing this technical protective function results in an immediate loss of all conceded rights of use. In this case a termination according to clause 5 is no longer applicable.
5.1 When the SOFTWARE is handed over cost-free or for test purposes, the licensor is only liable in case that malice or gross negligence are blamed on him.
5.2 The licensee's rights on indemnification due to a certain lack are excluded, if, for example, he has known the lack at the conclusion of the contract, especially when there had been a test phase before that date. If the licensee has not known of a lack due to gross negligence, he can only claim rights with respect to that lack if the licensor had fraudulently concealed the lack or had taken over a guarantee for the quality of that object.
5.3 In case of data loss the licensor is only liable for the effort that would have been necessary for the recovery of the data, provided that the data backup was properly executed by the licensee.
5.4 For the rest, kind and scope of liability are fixed in the respective sales contracts.
5.5 If a third party asserts rights against the licensee because of claimed infringement of the SOFTWARE, the licensee is entitled to the rights defined in the corresponding sales contract. However this only applies, if the licensee immediately notifies the licensor about the claims of the third party, does not accept any claimed infringement and either leaves any legal actions, including possible out-of-court arrangements, to the licensee or only consummates them in agreement with the licensee.
6 Cancellation of the Rights of Use
6.1 If the licensee culpably and seriously violates the agreed-upon rights of use or intellectual property rights of the entitled person, the licensor can cancel the rights to use the respective SOFTWARE. In this case the fee will not be refunded.
6.2 In case of cancellation the licensee is obliged to destroy the original of the SOFTWARE affected by the cancellation including any documentation and all copies or to return them to the licensor. If demanded by the licensor, the licensee will deliver a statement certifying the destruction.
6.3 The other legal provisions remain untouched.
7.1 The licensee grants the licensor the right to make the licensee's company name and/or logo publicly available on the licensor's website for referencing purposes (reference list).
7.2 The licensee does not have a right to request the inclusion into the licensor's reference list.
7.3 The licensee always can request in written form to be removed from the licensor's reference list. The licensee's entry will be removed in an adequate period of time after receiving the removal request.
8 Applicable Law and Place of Jurisdiction
8.1 The law of the Federal Republic of Germany is applicable for all legal relationships of the parties excluding the laws on the international sale of goods.
8.2 If the licensee is a merchant, a juristic person under public law or a person having special property under public law, the exclusive place of jurisdiction for all disputes from this contract will be the licensor's place of business. The same is applicable for the case when the licensee does not have a domestic place of general jurisdiction in Germany or the licensor's residence or habitual abode are not known at the time of filing an action. The licensor's capacity to apply to the court of a different place of jurisdiction remains untouched.