Software Licensing Agreement (SLV)
Subject Matter of Agreement
The right to use this software is transferred to you only if you consent to the following conditions of use. If you are not in agreement with these conditions, you may return the unopened package and receive full reimbursement of the usage fees. By opening the package you declare your agreement with these conditions.
Software Conditions of Use
In return for payment of a one-time usage fee the Customer receives a non-exclusive, non-transferable and non-limited right of use to the software from Kraemer Elektronik GmbH, subject to the following conditions:
1. Right to the Software
(1) The software may only be used on a single computer with a CPU. Any further use of the software on another computer requires a separate agreement with Kraemer Elektronik GmbH and is only permitted after payment of the corresponding usage fee.
(2) All rights to the software (including the documentation), in particular the right to reproduce, distribute and transfer, remain with Kraemer Elektronik GmbH and/or the software manufacturer. The Customer must ensure that the software and documentation are not made accessible to third parties without the prior written consent of Kraemer Elektronik GmbH.
(3) In the event of a violation of these terms of use or a modification of the software by the Customer, Kraemer Elektronik GmbH and/or the respective software manufacturer may withdraw the right of use from the Customer and – without prejudice to any other rights – request the return or destruction of the software as well as any copies thereof.
2. Prohibition on Making Copies
(1) This software and its accompanying documents are protected by law. Unauthorized copying, modification of the software and its documentation are expressly prohibited. Copies may only be made for archival purposes, as a substitute or for troubleshooting. The original copyright notice must be provided on all copies.
(2) The contracting partner is prohibited from undertaking measures on the software that has been provided to it in order to restore source programs or parts thereof or to obtain information about the design or creation of the software and/or of hardware or firmware implementations. All information relating to the software that has been delivered must be treated confidentially by the contracting partner.
3. Warranty
(1) The software provided by Kraemer Elektronik GmbH essentially corresponds to the product description. Claims for defects do not exist in the event of immaterial deviations from the agreed-upon or assumed characteristics and in the event of a merely insignificant impairment of usability. Product descriptions do not constitute a guarantee in the absence of a written agreement to this effect. In the case of update, upgrade and new version deliveries, deficiency claims in regard to the innovations introduced by the update, upgrade or new version delivery are limited to claims available under the previous version.
(2) Defects shall be reported in writing by means of an understandable version of the defect symptoms and, as far as possible, by written records, hard copies, or other documents illustrating the defects. Defect notifications should make possible reproduction of the error. The Licensee’s statutory duties to investigate and notify remain unaffected.
(3) The limitation period for defect claims is 6 months. The limitation period begins upon delivery of the first copy of the licensed software, including the user manual in paper or in digital form. In the case of the delivery of updates, upgrades and new versions, the deadlines for these parts begins to run with delivery.
(4) The Licensee shall immediately examine the goods delivered for any damage caused by transport or other external defects, shall furnish proof thereof and shall file any recourse claims with Kraemer Elektronik GmbH, including provision of the documents related thereto.
(5) Claims for damages are subject to the restrictions set out in Number 5.
(6) If the defect is attributable to the defectiveness of the product of the Supplier and if this party does not act as a vicarious agent of Kraemer Elektronik GmbH, but Kraemer Elektronik GmbH merely provides the Licensee with a third-party product, then the defect claims of the Licensee shall initially be limited to the assignment of the damage claims of Kraemer Elektronik GmbH against its Supplier. This does not apply if the defect is based on an improper handling of the Supplier’s product for which the Licensee is responsible. If the Licensee is unable to assert its claims against the Supplier out of court, the subsidiary liability of Kraemer Elektronik GmbH remains unaffected.
(7) Alterations or extensions of the services or the delivered goods that are undertaken by the Licensee or a third party shall cause the damage claims of the Licensee to lapse, unless the Licensee proves that the change or extension is not the cause of the defect. Kraemer Elektronik GmbH is also not liable for defects resulting from improper operation, operating conditions or the use of unsuitable equipment by the Licensee.
(8) Kraemer Elektronik GmbH may refuse to undertake subsequent performance until the Licensee has paid the agreed remuneration, less that part which corresponds to the economic importance of the defect, to Kraemer Elektronik GmbH.
4. Claims for Legal Defects
(1) The software delivered and/or provided by Kraemer Elektronik GmbH is free of third-party rights that would prohibit the contractual use thereof. Excepted herefrom are rights of retention customary to the trade.
(2) If such rights are attributable to third parties, Kraemer Elektronik GmbH shall do everything in its power, at its expense, to provide defense against the asserted third-party rights. The Licensee shall immediately notify Kraemer Elektronik GmbH in writing of the assertion of such third-party rights and shall grant Kraemer Elektronik GmbH all powers of attorney and all authorizations that are necessary to defend the software against the asserted third-party rights.
(3) Should legal defects exist Kraemer Elektronik GmbH
(a) is entitled to choose to either
(i) remove through legal measures the rights of third parties that adversely affect the contractual use of the software, or
(ii) remove the right to assert such rights, or
(iii) modify or replace the software such that it no longer violates the external rights of third parties, if and insofar as this does not greatly impair the due functionality of the software,
and (b) is obligated to reimburse the Licensee the incurred repayable costs required for taking legal action.
(4) If the exemption pursuant to Par. 3 proves ineffective within a reasonable period of grace established by the Licensee, then the Licensee may, in accordance with the statutory conditions therefor, at its choice rescind the contract or seek reduction of the purchase price and damages.
(5) In all other respects, Number 3 Paragraphs 4, 6 and 7 apply correspondingly.
5. Liability
Kraemer Elektronik GmbH is only liable under this contract in accordance with the following provisions in (1) to (6):
(1) Kraemer Elektronik GmbH is liable without limitation for damage caused through intentional acts or gross negligence on the part of Kraemer Elektronik GmbH, its statutory representatives, or managerial staff, as well as for damages intentionally caused by other vicarious agents; for gross negligence on the part of other vicarious agents, liability shall be determined in accordance with the regulations for mere negligence set out in (e) below.
(2) Kraemer Elektronik GmbH shall assume unlimited liability for damage caused by intentional acts or gross negligence that result in loss of life, bodily injury or impairment in health by Kraemer Elektronik GmbH, its statutory representatives or vicarious agents.
(3) Kraemer Elektronik GmbH is liable for damages due to the absence of assured characteristics up to the amount that was covered by the purpose of the guarantee and which was foreseeable by Kraemer Elektronik GmbH at the time it provided such assurances.
(4) Kraemer Elektronik GmbH is liable for product liability damages in accordance with the provisions of the Produkthaftungsgesetz (German Product Liability Act).
(5) Kraemer Elektronik GmbH is liable for damages due to the violation of cardinal duties by Kraemer Elektronik GmbH, its statutory representatives or vicarious agents; cardinal duties are essential obligations that form the basis of the contract, which were decisive for the conclusion of the contract and upon the fulfillment of which the Licensee is entitled to rely. If Kraemer Elektronik GmbH violates these cardinal duties through mere negligence, then its liability is limited to the amounts that were foreseeable by Kraemer Elektronik GmbH at the time of the respective performance.
(6) Kraemer Elektronik shall be liable for the loss of data only up to the amount that would be incurred to restore the data if stored correctly and regularly.
6. General Conditions
(1) This provision does not apply to licensing agreements if the Licensee is registered as a merchant in the commercial register.
(2) In addition, our General Terms and Conditions of Business apply.
7. Export
The customer shall observe the applicable export regulations when exporting the software.
8. Concluding Provisions
(1) Modifications of this contract must be in writing in order to be effective. This also applies to changes in the writing requirement itself.
(2) The law of the Federal Republic of Germany applies to this contract to the exclusion of the United Nation Convention on Contracts for the International Sale of Goods of 04/11/1980.
(3) The parties are in agreement that the headquarters of Kraemer Elektronik GmbH shall be the exclusive place of jurisdiction for all conflicts arising out of and in connection with this contract, based on the condition that the Licensee is a merchant in the sense of the HGB (Handelsgesetzbuch = German Commercial Code) or the Licensee has no headquarters in the Federal Republic of Germany at the time that the claim was brought.
(4) The invalidity of individual provisions of this contract does not affect the validity of the remaining provisions. In this case the statutory provisions apply. The same applies correspondingly for closing any gaps in this contract.
Contact
Kraemer Elektronik GmbH
Roentgenstrasse 68-72
64291 Darmstadt
Germany
T +49 6151 93 59 36
F +49 6151 35 13 14
Commercial Register Darmstadt District Court HRB 3549
Sales Tax ID Number: VAT ID DE 151 021 190