- Scope 1.1. The Licensor grants the Licensee the non-transferable, non-exclusive right to use the purchased software under the terms of this agreement; all other rights to the software and documentation remain with the Licensor. Any use beyond the agreed scope is not permitted.
- License Type, Scope of Use, and Exploitation Rights of the Licensee 2.1. The software may only be used within the contractually agreed scope.
- Warranty 3.1. The subject of the warranty is the software in the version delivered by the Licensor. Problems and deviations arising as a result of modification or alteration by the Licensee or third parties commissioned by the Licensee do not constitute defects and are not subject to warranty.
- Liability of the Licensor 4.1. The Licensor is liable without limitation only for intent and gross negligence, as well as for the absence of warranted characteristics.
- Obligations of the Licensee 5.1. The Licensee ensures that the software is not used for unlawful purposes and that the content processed by the Licensee using the software does not infringe the rights of third parties. In particular, use must not violate data protection, competition, criminal, or copyright law. The Licensee indemnifies the Licensor against claims by third parties arising from the Licensee's unlawful use of the software.
- Term and Termination 6.1. In the case of a perpetual license, the right of use does not expire automatically.
- Extraordinary Right of Termination 7.1. The Licensor is entitled to terminate this license agreement for good cause in the event of persistent disregard of its copyrights in the software or violation of the terms of use by the Licensee.
- Use of Customer Data and Data Protection 8.1. The Licensor processes personal data in accordance with the applicable data protection laws (e.g., GDPR).
- Final Provisions 9.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The following are the license terms for the use of software by Exocon GmbH, Kreuzbrunnenweg 30, 90559 Burgthann (hereinafter referred to as “Licensor”) by the end customer (hereinafter referred to as “Licensee”). Please read this license agreement carefully. By using the software for the first time, you acknowledge the license terms and this license agreement between you and the Licensor becomes legally binding.
1.2. The source code is not part of this agreement.
1.3. The Licensee is responsible for selecting the software to achieve the results it seeks, and for the installation, use, and results obtained from the software; in particular, performance data and other software descriptions do not constitute a warranty of specific properties.
1.4. Installation, configuration, and training in the use of the software, as well as consulting and programming of system customizations, are not the subject of this individual license agreement.
1.5. The usage rights granted to the Licensee under this agreement may only be exercised after full payment of the license fee.
2.2. The Licensor grants the Licensee, for the duration of this license agreement, the simple non-exclusive right (hereinafter also referred to as “License”) to use a copy of the software on a single computer at a single location.
2.3. The Licensee may transfer the software from one computer to another, provided it is ensured that the software is used on only one single computer at any given time.
2.4. By way of derogation, in the case of a multi-user license, the right of use applies to the agreed number of simultaneous users working with the software. Simultaneous use of the software beyond the agreed scope is not permitted.
2.5. The use of the software on a server is permitted (even with single-user licenses) only if it is ensured that simultaneous use by more than the agreed number of workstations is excluded.
2.6. In the event of intentional or grossly negligent exceeding of the license scope, the Licensee agrees to pay a contractual penalty equal to three times the license price per unlicensed unit of use.
2.7. The Licensor is entitled to implement internal and external protective measures in the software in order to protect its intellectual property rights. This also applies to future updates of the software provided. The Licensor will inform the customer of the nature of the protective measures.
2.8. The Licensee may store the software on the hard drive in the course of installation. The Licensee is further entitled to create necessary backup copies.
2.9. The software may only be used in the operating system environment approved by the Licensor.
2.10. The Licensee is not entitled to translate, modify, or edit the software, nor to decompile, reverse-engineer, or disassemble it.
2.11. If the Licensee requires information to establish interoperability of the software with independently created other computer programs, this may initially be addressed by submitting a corresponding request to the Licensor. The Licensor reserves the right to provide or refuse to provide the required information. The provisions of copyright law remain unaffected.
2.12. Notwithstanding section 2.10, the Licensee is entitled to make modifications to the software if such modifications are expressly permitted within the product information and are made possible by files supplied with the software.
2.13. The software itself is provided exclusively in digital form. Upon provision of the download, the service is deemed to have been rendered.
2.14. Installation and configuration of the software are carried out solely at the Licensee's own risk.
2.15. Upon acquisition of the product, the Licensee acquires ownership only of the physical data carriers on which the software is contained. This does not entail the acquisition of any rights to the software itself. The Licensor reserves in particular all rights of publication, reproduction, and editing of the software.
2.16. The Licensee is not entitled to correct program errors itself or through third parties by modifying or otherwise interfering with the software. The Licensor reserves the right to carry out error correction within the framework of a software maintenance or support agreement for appropriate remuneration. Warranty claims against the supplier of the software remain unaffected.
2.17. Renting the software, granting sub-licenses, and using the software within an Application Service Provider (ASP) environment are not permitted, or require the express consent of the Licensor.
2.18. The Licensee is not entitled to use the software as an instrument for further commercial purposes (such as consulting or other services) or for the creation of solutions for third parties, whether for payment or free of charge (e.g., as a web service).
2.19. The Licensee is entitled to resell the complete software, including user documentation, together with the transfer of the usage rights set out above, to end users within the Federal Republic of Germany. This authorization does not extend to copies of the software or parts thereof.
2.20. The right under 2.19 to transfer usage rights is subject to the suspensive condition that the Licensee notifies the Licensor of the transfer. This provision serves to protect the copyright of the Licensor and its licensors in the software and is indispensable for the validity of the transfer of rights. The third party must declare its agreement to the Licensor's license terms, and the Licensee must hand over this license agreement to the third party.
2.21. Prior to any transfer of the license, the written consent of the Licensor must in principle be obtained, whereby the Licensor may object to the transfer in writing, stating reasons.
2.22. Upon handover of the software, the third party acquires the usage rights under this agreement and thereby takes the place of the Licensee. At the same time, all usage rights granted to the original Licensee under this agreement expire. The Licensee is obliged to promptly delete or otherwise destroy all remaining copies of the software in its possession. This also applies to backup copies.
2.23. The foregoing provisions of sections 2.19 to 2.22 also apply insofar as the transfer consists of a temporary provision of the software that does not constitute a rental.
3.2. The warranty applies in principle only to the extent that the Licensee's system configuration remains unchanged from the state at delivery. In the event of changes to the system configuration, a functional guarantee must first be obtained from the Licensor for the new configuration. This applies in particular when the software is used in conjunction with other software products. A warranty exists only if the Licensor has issued a functional guarantee for the change.
3.3. Defects in the software that eliminate or more than insignificantly impair its suitability for the purpose described in the product documentation may be remedied by the Licensor through correction or replacement with defect-free goods or new versions. The Licensee must assist the Licensor in locating a defect to a reasonable extent, for example by providing printouts, system descriptions, or data records.
3.4. Minor defects do not give rise to any claims.
3.5. In the event of the definitive failure of correction or replacement, the Licensee has the right to demand a reduction of the license fee (price reduction) or rescission of the contract (withdrawal).
3.6. Further warranty claims of the Licensee are excluded, unless law or case law does not permit a contractual exclusion of warranty. Claims for consequential damages resulting from defects are also excluded.
3.7. The Licensor provides the warranties stated under section 3 within twelve months of delivery.
4.2. Otherwise, the Licensor is liable only for breaches of material contractual obligations and only for damages that are typical for this type of contract, i.e., foreseeable damages. The Licensor is not liable for slight negligence.
4.3. Claims for compensation for indirect damages, incidental and consequential damages, lost profits, loss of production, business interruption, or data loss — regardless of the legal basis — are excluded.
4.4. The Licensor is not liable for damages to the extent that the Licensee could have prevented their occurrence through reasonable measures — in particular, program and data backups.
4.5. In any case of negligent breach of contract by the Licensor, liability is limited to the amount of the net purchase price for the software license, but not exceeding EUR 10,000. Liability for consequential damages is excluded.
4.6. All liability claims are limited to the assets of the Licensor as a company. Access to the personal assets of the shareholders is excluded.
4.7. The provisions of this section 4 also apply for the benefit of the employees and other agents of the Licensor.
4.8. The provisions of the Product Liability Act remain unaffected.
5.2. The Licensee is obliged to ensure, prior to installation of the software, that its hardware and software environment meets the system requirements specified by the Licensor. The Licensor assumes no responsibility for impairments resulting from an unsuitable system environment.
5.3. The Licensee is obliged to perform regular and complete data backups. The Licensor's liability for data loss is excluded if such loss could have been avoided with proper data backup procedures.
5.4. In particular, the Licensee must perform a complete backup of its data prior to installing updates or changes.
5.5. After updates, the Licensee must carefully verify the correct functioning of the new version and promptly report any identified malfunctions or errors, including the specific circumstances of their occurrence.
5.6. The Licensee undertakes to provide the supplier with all information necessary for error analysis.
5.7. Access credentials and license keys must be treated as confidential and protected from access by unauthorized third parties.
6.2. In the case of a fixed-term license, the right of use expires at the end of the term.
6.3. The right to terminate for good cause without notice remains unaffected in any case.
6.4. In the event of termination, the Licensee must delete all copies of the software.
7.2. Upon receipt of the notice of termination, all usage rights of the Licensee expire. All existing copies of the software must be destroyed.
8.2. Where required, a Data Processing Agreement (DPA) will be concluded.
9.2. The General Terms and Conditions of Exocon GmbH apply in addition.
9.3. The place of jurisdiction is Nuremberg.
9.4. Should any provision of this agreement be or become wholly or partially invalid, this shall not affect the validity of the remainder of the agreement.