License Agreement


Hereinafter, the agreement of the parties about the obtaining of software is found. The software shall be disposed either in a perpetual manner or temporally limited. The following provisions are divided accordingly. The general section shall apply to every transfer; the special provisions shall apply in addition for the respective particular case. In case of deviations between the general and the specific part, the special provision shall prevail.

All copyrights, rights of use and exploitation rights will remain with the licensor, unless he explicitly delegates them or it is a question of mandatory rights that must be granted to the licensee of a software program by law.

The licensee receives the software online, without having met the licensor during the process of conclusion. The licensee is fully familiarized with the descriptions and conditions of the software and the transaction. Neither the person of licensee, nor the individual goal he is pursuing by the use of the software and expenses, if applicable, licensee made in this context, is known to the licensor prior to the contract conclusion.

If the software is acquired for permanent use by the licensee, the following provisions governing the permanent transfer shall be applicable in addition to the general provisions. If the software is purchased for a limited time period, the following conditions for the temporary transfer shall apply in addition to the general provisions.

The concrete sales decision exclusively is exclusively made by the licensor. He notifies the potential licensee prior to the conclusion of the contract on the product detail page.

Article 1 General Provisions

1. Scope and definitions

Only two parts of the provisions apply to the licensee. On the product detail page, the order summary and the invoice the licensee can check which of the following sections apply to him. Printed or separately sent terms or in connection with the program displayed provisions on the screen may replace or supplement the license terms of the Program.

a) Scope

Article 1 - General Provisions - applies to all software. Article 2 applies additionally in case of a perpetual license. Article 3 applies additionally in case of a fixed-term license.

b) Definitions

Seller and licensors under these conditions, is the one user, at the instigation of the product to sell or otherwise transfer rights is presented. The term is used for convenience without necessarily thereby determine contract type or want to call.

Buyer and licensees within the meaning of these provisions is the recipient of the payment in kind, eg of the software. The term is used for convenience without necessarily thereby determine contract type or want to call.

Warranty shall be understood as the seller's obligation to pass a thing or work in proper condition.

Guarantees shall be understood as a voluntary agreement, declaring that the vendor or a third party takes the assurance that the data item has a certain condition at the time of transfer of the risk or will reserve a certain condition for a specific period of time (so called guarantee of quality or durability).

Liability is to understand as the obligation to take responsibility for harm caused.

Standard Software is software that is designed for the needs of a majority of customers on the market and not specifically designed for a particular licensee.

Updates are bug fixes of the software within a major version number. The version number is always alike the following pattern XX.XX.XX. The major version number is the number left of the decimal point of the version number. In case of an update containing any improvement or modification of the software besides bug fixes, Updates are provided free of costs.

Contracting parties and protective clause

The contracting parties of this agreement are the licensor and licensee.

For the relation between licensor and licensee, only licensor’s present provisions are applicable. Deviating or supplementary conditions of the licensee will not be accepted.

3. Terms of the contract

The licensor grants the licensee a copy of the agreed upon computer program in object code and recognizes the respective rights thereto in accordance with the following provisions in the light of Article 1 No. 1a of these provisions. He also passes the necessary descriptions, documentation or other accompanying materials for the operation.

a) Conditions of the Software

The quality and functionality of the software are derived from the product description of the licensor. The descriptions are to be understood as a principle of reference and not a guarantee. A guarantee is only granted in exceptional circumstances where it is expressly designated as such. This also applies to information on technical data, specifications and performance of the program in the context of public statements and advertisements.

b) Updates

The licensee may only receive updates from the licensor. Updates or enhancements from third parties don’t preserve the rights of the licensee in accordance with the applicable provisions herein.

4. Kind of Software

The Software delivered under the present conditions is Standard Software with the obligation to pay costs in any case.

5. Transfer of rights

The software is passed on a basis per copy per device. The licensee obtains the non-exclusive right to install and use one copy of the software on a device that is suitable for these purposes, unless he purchased several licenses that entitle him to installation in each case.

The use on more computers than there are licenses, even if all the computers belong to the licensee, is not allowed.

If the licensee's hardware, he must delete the software on the hardware used, so the above agreement is met.

In case of a multi-user license, the licensee is entitled to use the software in accordance with the contractual agreement at any time on one or more computers with the number of people equal to the number of licenses.

All copyrights or rights to use not specifically assigned remain with the licensor.

6. Scope of rights

The duration of the right to use shall be governed by the respective agreement with the licensor.

a) Duplications

The licensee is authorized to copy the downloaded program, if the respective copying is necessary for the use of the program. The necessary reproductions include the installation of the program on the licensee’s computer and loading it into main memory. Only those amounts of installations are allowed to be run at the same time that equals the number of licenses.

In addition, the licensee is authorized to make a single backup copy of the software, if it is a consumer.

If the licensee is an entrepreneur and it is essential to regularly backup the entire data set, including the computer programs, to assure a rapid reactivation of the computer system after a catastrophic failure, it is permitted to create as many backup copies of the Software as absolutely necessary.

This backup copy must be labeled as such and contain a reference to the licensor in a prominent place, as far as the licensee does not entail disproportionate cost to him, which is this why these are not reasonable. The backup may not be used in addition to the original software.

The licensee is not entitled to make copies of the software, unless these are made for backup purposes and can only be used for this purpose.

The same is true for individual software components, belonging images, manuals, accompanying texts and documentation.

The licensee is obliged to prevent unauthorized access by third parties to the program and the related support materials through appropriate arrangements. The backups are also to be kept safe from being accessed by unauthorized third parties.

If the licensee is an entrepreneur and has employees, they should be instructed to follow these terms and tee applicable copyright laws.

b) Usage

After the lawful installation licensee may use the features of the software in its entirety.

7. Liability

The licensor has unlimited liability for injury to life, limb or health as a result of the contractual use of the software agreed upon, according to the provisions of the Product Liability Act and for the scope of a guarantee given by the licensor; in all other cases only for intent and gross negligence.

A guarantee is only granted when explicitly stated as such (guarantee).

For slightly negligent breach of a duty that is essential to the purpose of the contract (cardinal obligation), the licensor shall be liable only for the damage, which is predictable and typical for the type of business in question.

A further liability of the licensor does not exist.

These limitations also apply to the personal liability of employees, representatives, organs and agents of the licensor.

Liability for data loss is limited to the typical restoration costs, which would have occurred with regular and risk-adequate backups.

8. Closing provisions

Verbal agreements do not exist.

a) Proprietary Rights Infringements

The licensor exempts licensee at his own expense from all third party claims of intellectual property offenses. The licensee shall notify licensor immediately of any such claims asserted by third parties against him.

The exemption claim expires, if the licensee does not inform the licensor immediately about such claim.

The licensee already agrees to transmit to the licensor all his rights to defend himself in case of a request of the licensor.

The licensee shall make no statements or concessions to third parties, which has not been previously approved in writing by licensor.

In the case of property rights infringements licensor may - regardless of any compensation claims of licensee - make changes to the concerned contractual obligation to ensure that a copyright infringement do no longer exist, when respecting licensee’s interests in an appropriate manner or acquire the necessary rights for licensee, solely at his option and expense.

If the defect of right is not curable, licensor has the right to cancel the contract.

b)Written form

Any amendment or supplement to these provisions may be in writing to become effective.

c) Severability Clause

If a single provision may be held to be invalid, this shall not affect the validity of the remaining provisions.

d) International Sale of Goods

Application of the Hague Conventions of 01.07.1964 concerning uniform laws on the international sale and of the United Nations Convention of 11.4.1980 on Contracts for the International Sale of Goods (CISG) is excluded.

e) Corresponding validity

The closing provisions of the Conditions of Use for the Marketplace of Rapid-I GmbH are applicable, as far as these are applicable to the present case according to their character.

f) English Version

The contractual language is German. The English version of this agreement only serves for your information. In case of deviations between the German and the English version, the German version shall prevail.

Article 2 Special provisions for perpetual license

1. Contents of contract

The software is provided to the licensee as a perpetual license. The conditions under Article 3 shall not apply.

2. Scope of rights

Licensee is allowed to keep the backup copy permanently.

a) Resale

The licensee may sell the Software and the complete accompanying materials permanently to third parties. Splitting into individual licenses, although a multiple license has been purchased, is strictly forbidden. The contract may not be transferred except as a whole.

Prior to the transfer, these provisions are to be submitted for consideration to the third party.

In the case of resale, all copies, backup copy included, must be handed over to the successor. Licensee must delete or irrecoverable destroy all his remaining copies.

Licensee may transfer the Software only temporarily to a third party, if this does not done in the way of renting or leasing for commercial purposes and if the third party agrees to the validity of the present provisions for him as well.

During the time of assignment, licensee may have no rights to his own use.

The software may not be released to third party, if there is a reasonable suspicion that a third party could violate the contractual conditions, particularly produce unauthorized copies.

Copyright notices, serial numbers or other identification features of the program may not be removed or changed under any circumstances.

3. Warranty

Defects in the delivered software will be resolved by licensor upon notification by the licensee within the warranty period of two years, beginning with the time of delivery, in case licensee is a consumer. If licensee is an entrepreneur, the warranty period is one year.

Both will take place at the sole discretion of the licensor by free repair (e.g. by an update) or replacement.

If the defect cannot be repaired within a reasonable time or if the repair or replacement (subsequent delivery) is to be deemed as failed, the licensee may claim a reduction of the purchase price (reduction) or may cancel the contract (withdrawal).

A failure of the subsequent delivery can only be assumed if the Licensor has had reasonable opportunity for replenishment, the subsequent delivery is impossible, licensor denies or unreasonable delays the subsequent delivery, if there are reasonable doubts about the prospects of success or if it is unacceptable due to other reasons.

4. Duty to inspection and objection

If the licensee is an entrepreneur, he is obliged to inspect the delivered software for obvious defects, which would be apparent to an average customer.

If the licensee entrepreneurs, any complaint about obvious defects are to be contested within two weeks after delivery. The defect is to be described in detail and in writing.

Defects that are not obvious must be contested to the licensor within two weeks after the detection by the licensee.

In case of violation of the duty to inspection and objection, the software is to be deemed as agreed upon despite the concerned defect.

Artikel 3 Special provisions for temporary license

1. Content of contract

The software and its related rights are transferred or granted for the time period specified in the contract. In addition to the general rules, the following terms and conditions may apply. The conditions under Article 2 shall not apply.

The contract software is costly and will be paid for in advance.

The contract may be effective for the agreed time period from the date of contract conclusion and shall be terminated automatically at the end of this time without requiring a separate notice of termination.

2. Scope of rights

The rights are granted only for the agreed time. No usage of the software is allowed beyond this period.

The licensor is entitled to include a timer in the contract software that makes the complete use of the software technically impossible at the end of the contractual period. The execution of a timer at the end of the contractual term of the contract is no shortage of software.

The Licensee agrees to only use the software for his own purposes as an end user.

a) Transfer and Resale

The licensee has no right to lease or sublicense the software contract in any way, to play the software publicly or make it available to third parties, whether paid or not, i.e. as Application Service Provider or as "software as a service".

b) Duplication

The right to reproduce according to Article 1, No. 7a of this Agreement shall apply only for the period agreed upon.

c) Decompilations and modifications

Any decompilation of the software is illegal, if it is not only for the purpose of remedying an occurred defect and the licensor is default with its elimination.

In case of default of the licensor, the licensee is only entitled to have the software fixed by a commercial operating competitor to the licensor, when it is to be feared that the debugging will disclose important program functions and ways of working.

To the extent of these acts are undertaken for commercial reasons, they are only permitted if they are necessary for the creation, maintenance or operation of an independently created interoperable program, and if the necessary information was not published or accessible in any other way, i.e. may be requested by the licensor.

The necessary expenses for that are to be beard by the licensee, if he is an entrepreneur.

3. Duties of the licensor

The Licensor shall ensure the maintenance of the contractual nature of the software during the contract period. Licensor shall rectify arising material defects and defects of title, which cancel the suitability for the contractual use, in a reasonable time. The kind subsequent delivery is at the sole discretion of the licensor by either error correction or replacement.

The licensee is required to report any defect with undue delay in writing to the licensor.

If the licensor does not eliminate the defect despite a notice of the licensee, licensee may place a grace period and after inconclusive expiry of this period, licensee may cancel the contract (withdrawal).

4. Termination

The licensee is not entitled to terminate if the subsequent delivery cannot be regarded as having failed.

The subsequent delivery is only considered to have failed if the licensor has been given adequate opportunity for subsequent delivery, the subsequent delivery is impossible, if it is denied or unreasonably delayed by the licensor, if there are reasonable doubts about the prospects of success or if it is unreasonable for any other reason.

5. Liability

The strict liability for initial shortcomings of the software is excluded.

6. Cooperation duties and duties of care

The licensee is required to obtain and secure the software for himself at his own costs.

The licensee is obliged to prevent unauthorized access by third parties to the program and the accompanying, copyright protected materials and legitimately made copies by appropriate measures.

The licensee shall keep the software at a place secured against unauthorized access of a third party.

7. Restitution and deletion

Upon termination of the contract, the software, all accompanying materials and any copies of it are to be removed irrecoverably or to be destroyed from all computers, devices and other data carriers of the licensee.

It is explicitly pointed out that licensee is not entitled to continue using the software in any manner after termination and that the rights of the licensor are violated by any of his opposing behavior.