Preamble
This Customer Agreement (‘‘Agreement’’) is a legal agreement between You (either an individual or a single legal entity) whose details are provided to us upon Purchase (defined below) (‘‘Licensee’’ or ‘‘You’’) and Saxonia Systems AG, Kistlerhofstraße 75, 81379 Munich, Germany(‘‘Licensor’’ or ‘‘We’’) to use the Software. This Agreement applies from the date when You receive the Software from a Reseller or Licensor (‘‘Purchase’’). You agree to be bound by the terms of this Agreement by installing, copying, downloading or otherwise using the Software. If You do not agree to the terms of this Agreement, You may not install, copy, download or otherwise use the Software. For the Evaluation Period free of charge the provisions in Appendix A shall apply.
By installing and using the Software you assure that You will use the Software only in the pursuit of your commercial, academic or self-employed professional activities.
1. Definitions
Authorized User: A named person (Named User License Model) who accesses and uses the Software under this Agreement. The number of Authorized Users may not exceed the number of users purchased.
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Software: Our standard software purchased by you. Its main technical features are described at https://eteoboard.atlassian.net/wiki/spaces/ETEOBOARD/overview under Documentation.
2. Obligations of the Licensor (herein ‘‘We’’)
2.1 We will provide You the Software in an executable form (object code). We will deliver the Software by making it available for download or installation. You are not entitled to be provided with the source code.
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2.4 Every perpetual license contains product support and maintenance for the term of this Agreement (see section ‘Maintenance and Support’ for details).
3. Rights of Use
3.1 The Software is legally protected. We are the sole owner of any copyrights, patent rights, trademark rights and any other ancillary copyrights in and to the Software.
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3.7 We point out that the software may contain open source software which is subject to its own licensing rights. If so, We shall provide software licenses for that particular piece in the framework of the corresponding open source licensing regulations (“open source software”), so that You can use the software within the meaning of this Agreement. Such open source software is specified in more detail in the corresponding installation package and is licensed in accordance with special open source regulations. If there are any contradictions between the terms of this Agreement and regulations for open source software, the regulations for open source software shall take precedence in respect of such open source software.
4. Term and Termination
4.1 This Agreement commences with Your Purchase of the Software and runs for a fixed term according to your Purchase. During this fixed term it cannot be terminated for convenience and after the fixed term it will automatically expire.
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4.6 Upon the expiry or termination of this Agreement, the Software may lose significant parts or the total range of the functionality. We may require You to delete the Software from Your IT systems.
5. Obligations of the Licensee (herein ‘‘You’’)
5.1 The installation of the Software shall be conducted by You. We shall reasonably advise and support You in preparing the installation. It is Your duty to observe Our instructions and/or to clarify the installation conditions with Us in due time and comprehensively, in order to be able to carry out the installation smoothly and speedily. You will also operate the Software Yourself.
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5.4 You shall install without delay, at the latest within 30 calendar days update packages provided by Us to fix security issues or bugs to avoid or mitigate claims addressed by sec. 7.
6. Purchase, Payment Terms
6.1 If You have purchased the Software via a Platform, You shall make an upfront payment of the License Fee for the respective contract term to the Reseller in accordance with the Platform’s terms of use as detailed on Our
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6.3 You may only make a set-off against claims that are not disputed by Us or have been established with final force. Except within the applicability of sec. 354a of the German Commercial Code (HGB), You may assign claims under this Agreement to third parties solely with Our prior written consent. You shall have a right of retention or the defence of non-performance of the agreement solely within the context of this Agreement.
7. Functionality, Maintenance and Support
7.1 You will be able to use a Software that works as advertised in the platform and described in detail in the Documentation, available at https://eteoboard.atlassian.net/wiki/spaces/ETEOBOARD/overview .
7.2 We do not warrant that the Software is suitable for a certain purpose of use, unless it is stated explicitly in the Documentation mentioned before.
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7.7 We deliver product support which is defined on Our Support Portal in detail (see https://eteoboard.atlassian.net/servicedesk/)
8. Liability and Limitation Period
8.1 We shall pay damages and compensation for futile expenses, no matter on what legal ground, solely as follows:
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8.9 Claims due to defects of quality and/or title shall regularly become statute-barred within 12 months after delivery. In cases of sec. 8.2, 8.3 or 8.6, the limitation period for claims due to this defect is three years.
9. Confidentiality and Data Protection
9.1 The parties agree to treat in confidence, also beyond the end of this Agreement, all Confidential Information, of which they obtain knowledge, or which are provided to them prior to or during performance of the contract by the other party, unless such Confidential Information becomes publicly known without a breach of the confidentiality obligation. The parties shall keep and safeguard Confidential Information in a manner that excludes access by third parties. You shall only enable access to Confidential Information for those employees and authorized persons who require such access in order to perform their work responsibilities. Such persons shall be instructed about the confidentiality obligation.
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9.5 The information you provide will be used by Us to provide support services, to promote our services and to fulfill legal obligations (e.g. accounting). Information about you will not be shared with third parties. We will hold the personal data you provided to us for 3 years after the expiration of an active license, for 1 year after the expiration of an evaluation license. You have a right to access your personal information, to object to the processing of your personal information, to rectify, to erase, to restrict, to port your personal information and to apply to a data protection authority. Any requests or objections regarding data protection issues you may direct to our data protection officer, whom you may contact for instance under datenschutz@saxsys.de.
10. Choice of Law and Venue, Final Provisions
10.1 The law of the Federal Republic of Germany applies excluding its conflict of laws rules. The standard UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
10.2 The sole place of jurisdiction for all disputes arising from this agreement is Munich/Germany.
Appendix A — Evaluation Period
You may test the Software free of charge for a period of 30 days (‘‘Evaluation Period’’) by downloading the Software from the Platform. With the expiry the Evaluation Period the Software will automatically stop functioning.
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