EULA

Translation of German version

General License Conditions

These General License Conditions constitute an agreement between

You (either as a natural person or a juristic person) - in the following called „licensee“  - and

messageconcept GmbH Gesellschaft für IT-Marketing, Grosse Witschgasse 17, 50676 Cologne, Germany - in the following called „licensor“

regarding the licensing of messageconcept software products against payment of license fees, and respective support services.

The terms of this agreement also apply to all updates of the licensed software product.  The software product is subject to German Copyright (C) 2010 of the licensor.

Placing your order, you accept the conditions of this agreement and declare:

- that you are an entrepreneur. An entrepreneur is a natural person, or a juristic person, or a corporate body, who is performing business or self-employed professional activities when involved in legal acts.

- that you read the complete text of the agreement, and understand it, and agree to all of its provisions.

The licensor explicitly waives the access of the declaration of acceptance (§ 151 of the German Civil Code BGB).

 

1. License

The licensor grants the licensee the timely unrestricted, non-exclusive right to use the licensed software product to the extent the purchased license model allows it.

The licensor‘s license models provide for a licensing scheme based on the amount of servers, or on the amount of users, or on the amount of mail boxes, or on other criteria. Details are subject to the respective license model, chosen by the licensee.

The copying and archiving of the software product solely for purposes of the licensee‘s own data protection is allowed. All copyrights and other intellectual property rights of the software product, and of updates, documentation etc. remain with the licensor.

The program or parts of it - with the exception laid down in the following paragraph 4 - may neither against payment nor free of charge be disseminated, licensed, rented, changed, translated, adapted or published. The software product or parts of it may not be disassembled, decompiled, or otherwise be retransformed into a general readable format. §§ 69d and 69e of the German Copyright Act, UrhG, remain unaffected.

If the licensee acts as distributor, reseller, merchant, or other service provider, who distributes the software product to end users, the licensee has to explicitly declare this in the course of the order process, and name the concrete end user as end-licensee. Provided for this, the licensee has the right to assign the software product according to the applicable license model fully and permanently to the named end user. The licensee instantly has to delete all copies of the software product from the used hardware including external data carriers. The end user has to declare his agreement to these license conditions.

 

2. Maintenance

The licensee has the option to conclude a maintenance agreement with the licensor. Maintenance fees are subject to the relevant license model. The maintenance agreement includes software updates and support services.

In case updates of the software products are released during the term of the maintenance agreement, the licensor delivers those updates free of charge to the licensee. Though, there is no obligation of the licensor to release software updates.

The licensor delivers support services primarily through email services. The licensee receives the respective contact details after the conclusion of the maintenance agreement.  For regular maintenance customers, support services are free of charge.

 

3. License Fees

Should the licensee withdraw from the purchase contract and obtain a refund of the license fee from the vendor, the licensor has the right to request from the licensee a single refund fee of 10% of the net purchase price, minimum EUR 100,-. The fee is due for payment within 14 days after invoice issuing.

Is the licensee in default with the payment of license fees to the vendor, or in default with the payment of the refund fee to the licensor, and remain three reminders without effect, the licensor has the right to request from the licensee a single liquidation fee of 10% of the net purchase price. The fee is due for payment within 14 days after invoice issuing.

4. Term of the Agreement

The licensor may terminate this agreement without previous notice, if the licensee fails to comply with a relevant term of this agreement. In the event of termination, the licensee must destroy the software product including all copies. In addition, the licensee must remove all copies of the software from the server and all computers and terminals on which it is installed.

In case the licensee concludes a maintenance agreement with the licensor, this maintenance agreement has a preliminary duration period of one year, beginning with the day of the software purchase. If the maintenance agreement is not being terminated six weeks previous to the end of the one year period by either party, the agreement each time automatically extends to another one year period.

 

5. Warranty

The warranty period is 12 months, beginning with the day of the software purchase.

The licensor does not warrant that the software product can be operated free of error / fault independent from the hardware and software surroundings used by the licensee. The licensee, who chooses a license model without integrated maintenance services, must notify the licensor about recognizable errors / faults in written form within a period of one week from receiving the software. Otherwise, the licensee does not have any right to rise warranty claims.

 

6. Liability

The licensor is liable for damages caused by the lack of given licensor guarantees, and for damages caused by intention or gross negligence of the licensor.

The licensor is not liable for damages caused by slight negligence, with the exception of direct damages caused by a slightly negligent violation of essential core contract duties. In this case, the liability is limited to the amount of the purchase price for the licensee‘s license. The licensor is not liable for indirect damages or consequential damages (in particular loss of profit or loss of production) caused by negligence.

The licensor is not liable for the reorganization or reconstruction of data, unless the licensor caused its destruction by intention or gross negligence, and the licensee made sure that the data can be reconstructed from data material in machine-readable form with justifiable effort.

The licensee is aware of the fact that he is obliged to support damage minimization and must regularly conduct data back-ups and must take all available additional data protection measures in case of a suspected software error.

 

7. Final Provisions

German law applies to all agreements between the licensor and the licensee, under explicit exclusion of UN contract law.

Place of jurisdiction for all disputes arising from agreements between licensor and licensee is the domicile of the licensor.

This agreement as a whole remains in effect even if single parts of it may turn out to be legally ineffective.

General terms and conditions of the licensee are not applicable. The licensor explicitly objects its application.

The original text of this agreement is in German language. In case of discrepancies between the German and the English version of this agreement, the German text shall prevail.

 

Edition: 2010-07-15

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