Software Licensing Agreeement – Date 04/2013
This licensing agreement is between CT-Softwareberatungs-GmbH and the ordering party in question. By agreeing to the license agreement, the ordering party is confirming his acceptance of the license provisions outlined below. Additional license provisions come into force only when they have been agreed by the CT-Softwareberatungs-GmbH or by an authorized representative of the company.
When reference is made to the “Licensor” in the subsequent text, this refers to CT-Softwareberatungs-GmbH. The software company Kühn KG develops the products. This company is referred to in the subsequent text as the “Developers”. “Licensee” refers to the ordering party in question. By “User” is meant the user of a test or trial version of the program.
§1: Use entitlement for customer and test user
(1) CT-Softwareberatung GmbH (by order of CT-Softwareenwicklung Kühn KG) hereby grants the customer or test user to use the license for the duration of this agreement. In particular the CT-Softwareberatungs GmbH grants the customer or test user the single, non-exclusive and personal right to use the program copy delivered, in the context of his work within his business.
(2) The right to use the software may also be extended to the customer’s employees for the execution of their tasks in the context of the orderer’s business enterprise.
(3) In general the training and support of outside persons is excluded from the use entitlement. Commercial training institutes or commercial entities equating to these must have a special use entitlement for the execution of their activities.
(4) Employees of the ordering party may also use trial versions for tasks relating to their work for the ordering party’s company.
(5) Right of use does not generally extend to training of and support for external personnel. Commercial training establishments or equivalent companies require separate rights of use to perform their tasks with this software.
§2: Technical use of the software
(1) The acquired software may be used on one work station only. Use on several computers is not permitted. The customer may make copies for data backup purposes.
(2) Use of the acquired software within a computer center business is furthermore not permitted. It may be regarded as computer center usage if the customer allows a third party to use the programs, no matter by what technical means, or if he himself uses the programs for third parties .
(3) The (technically possible) network use of the software delivered requires the express written consent of CT-Softwareberatung GmbH.
(4) The programs may be saved only to such hardware (fixed disks, CPU etc.) as is in the exclusive ownership of the orderer or a subsidiary company. The orderer has to inform CT-Softwareberatung GmbH immediately in writing as to the use of other storage means. CT-Softwareberatung GmbH may at any time decline such use for important reasons, in which case this copying is forbidden.
(5) The software delivered is executable only on the operating systems and hardware platforms stated in the offer. After installation a license key is necessary for unblocking. A hardware warranty is explicitly declined.The installation instructions must be observed. The installation on virtual systems is not allowed.
(6) Updates are in conjunction with the software environment installed with the respective license key.
(7) The customer may avail himself of the variation options offered in the context of the enclosed installation program, as far as program functions, settings, or modification of masks, (program desktops etc.) according to his own preferences. CT-Softwareberatung GmbH may not however be held responsible as a result of possible claims made by other program providers.
(8) The orderer can use the enclosed report examples in the context of the use entitlement described in §1 for his own purposes or he may use them in modified form according to his personal preferences. No liability will be assumed for report examples be they as shipped or modified by the customer or test user. In oposite to this, the enclosed work reports, templates, function modules etc. underlay the copyright of the CT-Sofwareentwicklung Kühn KG. A liability for the enclosed report examples, work reports, templates and function modules cannot be assumed.
(9)The past, current or future function of the respective products can be reduced, changed or refined any time without a maintenance agreement between CT-Softwareberatungs GmbH and the customer or test user.
§ 3: Warranty
(1) CT-Softwareberatungs GmbH guarantees for a period of six months from delivery that the software is free from material and processing defects and essentially functions as indicated in the user documentation.
(2) We guarantee that the software delivered by us makes no changes to programs within the R/3® standard software from SAP SE.
(3) We further guarantee that the delivered software exclusively uses the SAP SE certified interfaces (Desktop Development Kit). These interfaces are not supplied by us. They are a constituent of the front-end software shipped by SAP SE.
(4) We certify that for the execution of the functions contained in the delivered programs undertaken no direct or indirect alterations to the operating system of the application server of the R/3® system or to the operating system of the CLIENT PC.
§ 4: Guarantee
(1) The quality software tools employed by us (compilers, interfaces etc.), decline in their warranty to guarantee an 100% error-free state. For this reason we for our part have to also exclude the software modules based on these, from a warranty obligation.
(2) In no circumstance is CT-Softwareberatungs GmbH liable for indirect, special or coincidental damages (including without qualification direct or indirect injury to persons, damages through lost profits, from breaks in production, loss of corporate data or other financial losses), even in cases where the manufacturer has indicated in advance the possibility of such damages.
§5: Rights of third parties
CT-Softwareberatung GmbH is empowered to carry out necessary software alterations at its own expense to the customer’s purchased software should third parties claim a violation of their protection rights. In this case CT-Softwareberatung GmbH will provide the customer with a corresponding program copy.
§6: Software rights and documentation
(1) With the purchase of the product the customer acquires only the ownership of the physical data carrier the software is recorded on. There is no acquisition of ownership of any software rights.
(2) CT-Softwareberatung GmbH reserves the rights to the software and the documentation including all modifications and improvements unless these have been granted explicitly to the customer.
(3) The orderer or test user may not alter or delete any copyright, ownership, or other statements on the data storage media, the software, or the documentation.
Generally the products distributed by us are subject to the copyright of CT-Softwareentwicklung Kuehn KG company.The components of other software manufacturers used in this software are subject to the copyright and warranty regulations of those manufacturers, in particular: Copyright SAP SE, Mircosoft® Corporation.
§8: Special restriction
The licensee may not
(1) allow third parties access to the written material belonging to the program without previous written consent of CT-Softwareberatung GmbH.
(2) transfer the software via a data transfer channel to another computer.
(3) alter, translate, reverse engineer, decompile, or disassemble the software without the previous written consent of CT-Softwareberatung GmbH.
(4) produce products derived from the software or duplicate the written material.
(5) translate, modify, or produce texts derived from the written material.
6) Using the results, functions, checklists, forms, and so on derived from the installed application in his own competitor software product or from marketing these.
§ 9: Modification of the software
The customer or test uset is not entitled to reverse assemble, reverse compile, extend or alter the software or the interfaces used.
§ 10: Assignment of user rights
The right to use the software can only be assumed with the previous written consent of CT-Softwareberatung GmbH and only under the conditions of this contract. It is expressly forbidden to give away, lend, or rent out the software.
§ 11: Secrecy and storing
(1) The customer is obliged to keep all matters and subjects of the contract secret from third parties. He is committed to instruct in written form his employees and other personnel that have access to objects of the contract about the respective rights in favor of CT-Softwareberatung GmbH He has to expressly inform them that they have to adhere to their non-disclosure duty explicitly in favor of CT-Softwareberatung GmbH.
(2) The customer is required to carefully store the objects of the contract in order to prevent misuse.
§ 12: Duration of contract
(1) The contract duration is without time limitation.
(2) CT-Softwareberatungs GmbH. can withdraw the use entitlement from the customer in accordance with §1, subparagraphs. 1 and 2, §6 subparagraph. 1, and can terminate with adequate period of notice if the customer repeatedly or seriously violates the terms of the contract. A well-founded written caution has to precede the termination with an intimation of termination. The customer has no claim to any refund of the purchase price.
(3) Upon termination of use entitlement the customer has to return the original CD rom as well as all copies of the software including any copies that have possibly been altered. He must also give back any written material and delete saved programs unless they have to be legally stored for a longer time period.
(4) The obligations deriving from §11 have to be adhered to even after the ending of use entitlement.
§ 13: General Provisions
(1) If a provision is or becomes null and void, the validity of the remaining provisions shall be unaffected
(2) German law shall apply to all legal relations between the licensee, the user, and the licensor or developer. German law shall apply to the exclusion of the Vienna UN agreement (UNCITRAL) on international trade.
(3) Place of fulfillment is the head office of the licensor
(4) Place of jurisdiction is the head office of the licensor.