Software License Agreement

The following are the binding contractual terms for the use of software produced by SoftVision Development GmbH (referred to in the following as SoftVision).

This is a legally binding contract between you and SoftVision. By agreeing you agree to be bound to the terms of this contract. Therefore please read this contract carefully. Should you not agree to the terms of this contract, you may not continue the installation of this software! In this case return the software and all accompanying objects immediately to the place it was received from.

§ 1 Scope of performance and warranties to the products state and suitability
Any warranty to the products state and suitability requires expressly written agreement, certified by SoftVision. Any and all data in brochures, advertisements, documentation's, price lists or similar documents are only of descriptive nature and do not represent any kind of warranty, representation, promise or guarantee of any kind, neither express or implied, statutory or otherwise. The same applies to data in product specifications and product documentation's such as i.e. technical data, descriptions of performance and other specifications.

§2 Grant of license
(1) The licensee may use the software product (in the following: software) exclusively based on the grant of a license by SoftVision. This SoftVision license agreement (in the following: license) gives you the personal, non-exclusive right to use the licensed software. Any transfer of this right requires SoftVisions express written approval. A grant of sublicenses is not permitted. In case the licensee is an entity, a person within the organization may be determined that will then have the exclusive right to use the software in accordance with this license.

(2) Should the licensee want a multitude of employees to be able to use the software, the licensee must acquire additional licenses in accordance with the number of the employees concerned. Each license is an exclusive personalized, user-based license. The number of users may never exceed the number of licenses. A license may be bound to other components such as i.e. the users name or technical protective measures may be built in to the software to safeguard the license.

(3) Any use of the software between two ore more computers or in any type of network is not permitted if simultaneous; multiple use of the software would then become possible. Suitable mechanisms must be in place or measures be taken to ensure that the software may only used by individuals that hold personalized licenses. This is also true if the software is installed on a network server for the exclusive purpose of distribution or provision to other computers as is the case i.e. for “shared installations” or “terminal services”.

(4) Software is provided to the licensee in the object-code. The transfer of technical program documentation, in particular the source code, shall not be owed and is not part of this transfer. The Licensee shall not use any procedures to reproduce source programs or parts thereof out of the binary software in order to i.e. gain knowledge of the conception or composition of the software or change the software or any part thereof in any way. Any and all information about the software, methods and procedures used within the software, that the licensee gains knowledge of, are to be treated in strict confidence and unauthorized access to any and all such information by any third parties is to be prohibited at all times. The Licensee shall commit himself not to use, neither directly nor indirectly, any parts of the software, any substantial procedures or thoughts thereof to establish identical or similar software.

(5) All intellectual property rights in the Software and user documentation are owned by SoftVision or its suppliers and are protected by German intellectual property laws (including patent, trademark and copyright laws), other applicable intellectual property laws, and international treaty provisions, unless this is expressly noted otherwise. SoftVision retains all rights not expressly granted. If the software is not technically copy-protected, you are only authorized (a) to make a single copy of the software solely for back-up and archiving purposes or (b) copy the software to a single hard drive, provided you retain the original solely for back-up and archiving purposes. SoftVision expressly notifies you, that you as end-user can be made liable for any and all damages resulting from your failure to comply with the intellectual and property rights.

(6) The software licenses shall be granted for an indefinite period of time and may be terminated by the licensor for good cause only. A good cause may be i.e. if the licensee does not fulfil his obligations in accordance with this agreement or fails to settle outstanding fees in spite of payment reminders. The termination of the agreement shall relate to all versions of the software, including any and all materials provided to the licensee, including any and all the copies thereof. A right of use arises only after the complete settlement of any and all payments due by the licensee. Software licenses granted are granted for a specific version and allow the use of only this licensed version. Updates and upgrades are invoiced separately and when obtained, all older licenses become null and void.

(7) SoftVision shall agree to the resale, rent or bestowal only if the third party acquiring the software agrees to any and all provisions of the contract with SoftVision. In case of the transfer, all documents are to be handed over by the licensee and any and all rights to use the software terminate. It is the customer's responsibility to inform SoftVision of the name and complete address of the new user. The consent to such a transfer shall not be rejected without a substantial reason. Any transfer based on rent, leasing or any other form of loan is expressly prohibited and requires the prior written consent of SoftVision.

(8) The licensee is not authorized to use the software for the purpose of developing software that serves the same or a similar purpose and provides the same or a similar benefit or which addresses the same markets. An encapsulation of components of the software in own modules i.e. to provide these to other developers, in source code, as well as compiled form (i.e. DLL, EXE) or in any other form or nature is expressly prohibited. Any integration of the software to another standard software product and the resale as a part of such a product is expressly prohibited and requires the prior written consent of SoftVision.

§3 Server-/webserver licenses and typical server functionality on a client machine
(1) If the software is used as a part of a server/webserver application, then this will require a separate license. This is true for all external webserver plug-ins and extensions such as, i.e. ISAPI, NSAPI or CGI, but also for the integration in static as well as dynamic web pages, i.e. via Notes databases, ASP or PHP. Server applications i.e. in the form of services that may be started and/or used by other computers, no matter if they run as attended or unattended applications and which wait for requests in any form or nature, require a separate license.

(2) A client license of the software does specifically not give the licensee the right to run the software as a part or a whole of any unattended, non-interactive client application or component. The licensee may not run the software in any form whereby a client performs transactions on behalf of other clients. In order to obtain the right to utilize such functionality the licensee must own a server license for each machine that runs the software as part of any unattended, non-interactive client application or component or that runs the software in any form whereby a client performs transactions on behalf of other clients.

§4 Limited warranty
SoftVison expressly points out, that according to the state of the art technology it is not possible to produce software that will be completely faultless in all possible applications and combinations. Any possible implied warranty or any liability claims against the vendor the licensee has purchased the software from are neither replaced hereby, nor limited.

§5 Limitation of liability toward the end user
The liability of SoftVision and the licensees sole entitlement is limited to (at SoftVisions choice), either a.) in the refund of the price paid by the licensee or b.) in the repair or replacement of the soft- or hardware that does not go conform with the standards of SoftVisions limited liability and which is returned to SoftVision together with a proof of payment. If repeated attempts to rectify the defects by SoftVision remain unsuccessful, the licensee shall be entitled to revoke the agreement or to reduce the purchase price. In case of only minor contradictions to the contract, especially for minor faults, the customer has no right to revoke the contract. If a customer chooses to revoke the contract due to a material fault or due to a defect in title after repeated attempts to rectify the defects by SoftVision remain unsuccessful, then the customer is not entitled to any additional claims for damages incurred. In no case shall SoftVision's liability for money damages exceed the amount paid by you for the Software out of which such claim arose. SoftVision is not liable for damages resulting from accidental-, negligent- or wrong use of the software.

§6 No further liability
SoftVision explicitly denies any further liability in respect to the software and the written material and any accompanying hardware. The Software is provided wholly "as is" without warranty, representation, promise or guarantee of any kind, either express or implied, statutory or otherwise, including warranties as to quality, performance, merchantability, or fitness for a particular purpose, or any warranty against infringement. This is also true for public announcements of any form, sort or nature including but in no way limited to statements and advertisements. SoftVision denies liability for any programs or program modules that have been changed, adapted or amended by the licensee. SoftVision is not liable for any defects, disruptions, damages resulting from accidental-, negligent- or wrong use of the software, hardware faults, faults in the operating systems, non-adherence to data protection regulations or any and all other acts which are out of control of SoftVision. This is also true, when the customer denies SoftVision the right to analyze the cause for any and all faults reported. The period of limitation is one year for entities. The warranty and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied. No SoftVision dealer, distributor, agent or employee is authorized to make any modification or addition to this warranty.

§7 No Liability for follow-up damages
Neither SoftVision nor the suppliers of SoftVision are liable for any and all damages for indirect, special, incidental, tort, economic, cover or consequential damages arising out of the use of or inability to use SoftVision products or services, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data or computer programs, even if advised of the possibility of such damages. In no case shall SoftVision's liability for money damages exceed the amount paid by you for the Software out of which such claim arose. Claims based on indispensable product liability rights that are regulated by law remain unaffected. Should one or more paragraphs of this license agreement be deemed unlawful, they are to be replaced by paragraphs with the same economic intent. Other parts of this agreement shall not be affected.

§8 The right to changes in products
SoftVision reserves the right to apply changes to the software, which will not affect the general operability of the software, without prior notice.

§9 Other
The place of fulfilment is Fulda, Germany. The substantive law of the Federal Republic of Germany governs this agreement. The application of the UN Sales Convention on Contracts for the International Sale of Goods is excluded. The place of jurisdiction is the address of record of SoftVision. This is also true for customers that do not have their place of jurisdiction in Germany or whose habitual place of residence is unknown at the time of the filing of a lawsuit. Any verbal amendments are null and void unless followed up in writing. This is especially true for any waiver of the requirement to follow any verbal amendments up in writing. The license agreement shown above has been accepted by the licensee's use of the software.

SoftVision Development GmbH
Kurfuerstenstrasse 15,
36037 Fulda, Germany