LICENSE AGREEMENT
for
VISUAL EXTEND 9.5
IMPORTANT – PLEASE READ THE FOLLOWING PROVISIONS OF THIS LICENSE AGREEMENT CAREFULLY.
The English language version of this license agreement only serves translation purposes. Only the German language version of this license agreement is legally binding.
This license agreement comes into effect between ISYS Softwareentwicklungs- und Verlagsgesellschaft mbH as licensor („licensor“) and you as a natural person or the legal entity effectively legally represented by you („licensee“).
By clicking the button „I hereby accept this license agreement and confirm that I have received, read and understood the terms and provisions therein“, the licensee accepts the licensor’s offer to enter into this license agreement as follows:
The licensor grants the licensee the right to use the software product VISUAL EXTEND 9.5 („software product“) solely in accordance with the provisions of this license agreement. The software product includes the computer software as well as possible online or electronic documentation. The computer software will be made available in part in the form of a source code („source code“) and in part in a compiled form as a tool („tool“).
The software product is protected by German copyright laws and international copyright laws as well as by other laws and treaties concerning intellectual property rights. The licensor or its suppliers hold all of the software product’s titles, intellectual property and other industrial property rights. The licensee only gains the right to use the software in accordance with this license agreement, not, however, the title to the software itself.
The software product is made available as a trial version and as a full version (see para. 5). The software can also be offered as a preliminary version (see para. 7). To use this software product – whether in the trial version, full version or preliminary version – the conclusion of this license agreement is necessary.
1. License for the Authorised Use of the Software Product
1.1 Authorised Users
1.1.1 The licensor grants the licensee a personal, non-exclusive license to use the software product in accordance with the provisions of this license agreement.
1.1.2 In as much as the licensee is a natural person, the licensor grants the licensee a personal, non-exclusive license to use the software product in accordance with the provisions of this license agreement provided that the licensee is the only natural person who will be using the software product. The licensee carries the sole responsibility for ensuring that he is the only person making use of any of the copies of the software product made by him.
1.1.3 In as much as the licensee is a legal entity, the licensor grants the licensee a personal, non-exclusive license to make copies of the software in accordance with the provisions of this license agreement and implement them, provided that the licensee names a natural person within its organisation who will be the only natural person to make use of the software product. The licensee carries the sole responsibility for ensuring that the copies of the software product made by the natural person named will exclusively be used by said natural person.
In as much as the licensee is a legal entity, a separate and separately paid for license, which is not included within the scope of this contract, will be needed for every single natural person within the organisation who will be using the software product in accordance with the provisions of this license agreement.
1.2 Level of Authorized Use
1.2.1 Authorized Use of the Software Product
The licensee acquires the right to use the software product only in accordance with the provisions of this license agreement. The title to the software product remains with the licensor.
1.2.2 Authorized Use of the Source Code
The source codes may solely be used by the licensee or the natural person named in accordance with para. 1.1.3 for the licensee’s personal requirements. An adaptation of the source code, in whatever form (e.g. instantiation or enhancement) may only take place for the adjustment of the source code to meet the licensee’s personal requirements. An adaptation of the source code which leads to a change of more than 30% to the original source code is not permitted. It shall solely be for the licensor to decide whether an adaptation of the source code was carried out to accommodate the personal requirements of the licensee or whether the source code was changed by more than 30%. The licensee, however, reserves the right to prove otherwise. The source code may not be passed on or made available to third parties under any circumstances whatsoever – in whatever form. The term “third parties” also includes all further natural persons who are employed by the licensee’s organisation and are not also registered with the licensor for the software product’s license.
1.2.3 Authorized Use of Tools
The tools will be made available to the licensee or the natural person named in accordance with para. 1.1.3 in a compiled form. It is strictly prohibited for the licensee or the natural person named in accordance with para. 1.1.3 to decompile the tools. The tools may not be passed on or made available to third parties under any circumstances whatsoever – in whatever form. Third parties also include all further natural persons employed by the licensee’s organisation and are not also registered with the licensor for the software product’s license.
1.3 Making of Copies
The licensor grants the licensee as a natural person or the natural person named in accordance with para. 1.1.3 of this license agreement a personal, non-exclusive license to make an unlimited number of copies of the software product and to use them in accordance with para. 1.2.2 and 1.2.3.
1.4 Prohibition of Disclosure to Third Parties
The copies of the software product may only be used by the licensee or the natural person named in accordance with para. 1.1.3 and may not be re-released or passed on to third parties – also within the licensee’s organisation. The licensee or the natural person named in accordance with para. 1.1.3 is also not permitted to allow any third party access to the software product.
If the licensee is a legal entity, disclosure of the software may only take place in accordance with para. 1.5 of this license agreement.
1.5 Software Transfer
If the licensee is a legal entity, it may transfer the usage rights granted by this license agreement to another natural person within its organisation, but only if the licensor has been given written notification of the transfer and the licensor has in turn given its written consent for the transfer.
The notification of transfer must include the name of the natural person for whom the software product is registered at the time of the transfer as well as the name of the natural person for whom the software product is to be registered after the transfer.
1.6 A single user license for the software product may also not be shared with other users or utilized by several users at the same time.
1.7 Separation of Components.
The software product is licensed as a single product. The licensee or the natural person named in accordance with para. 1.1.3 is not permitted to separate its component parts for the usage by more than one user.
2. Particular Usage Restrictions
2.1 Software Not Intended for Re-sale.
The licensee is not permitted to re-sell the software product or to transfer it for any other form of value exchange. This provision shall not apply for such products which the licensee has developed with the help of the tools. These products may, however, only be made available to third parties in a compiled form (compare the examples named in point 1 of the license agreement’s addendum).
2.2 A licensed product developed by the licensee may not fundamentally duplicate this software product’s functions or be in competition with the software product in the licensor’s reasonable opinion.
2.3 Restrictions in Regard to Reverse Engineering, Decompilation and Disassembly
The licensee may not reverse engineer, decompile or disassemble the software product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.4 Renting.
The licensee is not permitted to rent, lease, bestow or loan the software product. Only the software transfer according to para. 1.5 is permitted under the provisions stated therein.
2.5 Trademarks.
This license agreement does not grant the licensee any rights whatsoever in regard to the licensor’s trademarks or service features.
3. Support Services.
This license agreement offers the licensee support services related to the software product („support services“). The support service will be limited to the current version of the software product. The support services include online support as well as regular online updates for the term of the license agreement.
Every online update made available to the licensee as a part of this support service will become an element of the software product and is subject to the provisions of this license agreement.
The online support is exclusively made available to the licensee or the natural person named in accordance with this license agreement.
The licensor is entitled to employ the technical data supplied by the licensee in the context of the support services for business reasons, including product support and development. The licensor is obligated to only use such technical data in an anonymous manor in compliance with legal requirements (see the examples named in point 2 of the license agreement’s addendum).
4. Registration
The licensee is obligated to register the software product after its first installation, either in its name or in the case of para. 1.1.3 in the name of the natural person within its organisation.
5. Trial Version / Term of the Licence
5.1 Trial Version
The provisions of this license agreement also apply for the use of the trial version of this software product („trial version“), in consideration of paras. 5.1.1 to 5.1.4.
Before begin of the regular license term, the licensee will be provided with a trial version of the software product by the licensor. Upon registration for the trial version, the licensee will receive an activation key for the trial version from the licensor by e‑mail or internet download („trial key“). Using this trial key, the licensee is authorised to use the trial version under the provisions of this license agreement, in particular allowing for the following paras 5.1.1 to 5.1.4.
5.1.1 The use of the trial version is limited to a period of 30 days. The use of the trial version is free of charge. The trial version provided for use may be restricted by the licensor regarding its range of functions.
5.1.2 The trial version may only be implemented once for each version of the software product.
5.1.3 The trial version may also not be made available to third parties – in whatever form. Products created with the trial version may not be made available to third parties – in whatever form. Para. 2.1 sentence 2 does not apply.
5.1.4 After expiration of the thirty days it is strictly forbidden for the licensee to continue the use of the software product as well as to use any programmes that have been developed with it. The software product is either to be uninstalled from the relevant computer or a usage license for the full version (“initial license”) must be acquired.
5.2 Term of the License
The licensee can register for an initial license at any time. An initial licence is valid for a term of 12 months. Upon registration for the initial license, the licensee will receive an activation key for the full version from the licensor (“initial license key”). Using this initial license key, the licensee is authorised to use the full version of the software product according to the provisions of this license agreement.
The initial license consists of the use of software product as well as use of the support services in accordance with the provisions of this license agreement for a term of 12 months.
In so far as the licensee does not terminate the license agreement by one month prior to the expiration of the initial license, the license agreement will automatically be renewed for another 12 months (“subscription license“). Before the expiration of the initial license, the licensee will receive an activation key for the respective subscription license from the licensor by e-mail (“subscription-key“), if the licensee has not given written notice of his intention not to renew by one month prior to the expiration of the initial license.
The subscription license will be extended for a further period of 12 months in so far as the licensee does not terminate the license agreement by one month prior to the expiration of the current subscription license. Before expiration of the current subscription license, the licensee will receive a subscription key for the new subscription license from the licensor, in so far as the licensee has not given written notice of its intention not to renew by one moth before expiration of the current subscription.
The subscription licenses are subject to charge. The purchase price is due upon commencement of each respective subscription license.
6. Termination and Withdrawal
6.1 Termination by the Licensor
Without the loss of any other rights, the licensor may terminate this license agreement without further notice if the licensee or the natural person named has breached any provisions of this license agreement. In such an event, the licensor is entitled to demand that the licensee will destroy the software product.
After termination of the license agreement by the licensor, the licensee is strictly prohibited from continuing to use the software in any form whatsoever. In such an event, the software product must be removed from all data carriers upon which it has been saved.
6.2 Termination by the Licensee
If the licensee terminates the license agreement, the licensor is entitled to request that the licensee destroys the software product as well as possible copies.
Upon termination of the license agreement by the
licensee, the licensee is strictly prohibited from continuing to use the
software in any form whatsoever.
In such an event, the software product must be removed from all data carriers upon
which it has been saved.
6.3 Right of Withdrawal
The licensee’s right of withdrawal expires automatically upon the electronic unsealing of the software product. This unsealing occurs when the licensee enters the initial license key. Therefore, the right of withdrawal according to § 312 d, clause 4 Nr. 1 BGB (German Civil Code) or any other provisions are excluded.
7. Preliminary Version
Parts of the software product may be marked as being a preliminary version ("preliminary version"). Such a preliminary version does not have the same performance level and degree of compatibility as the final, generally available software product. The preliminary version may not function properly and may be modified considerably before being offered commercially for the first time. The licensor is not obligated to make this or a later version of the preliminary version available commercially. The license granted to the licensee for use of the preliminary version is regarded to be null and void once a commercial version of the preliminary version is made available.
Use of the preliminary version is only permitted in accordance with the provisions of this license agreement. The restriction in para. 5.1.3 respectively applies.
8. Copyright
All rights, titles and intellectual property rights with regard to the software product (including but not limited to images, photographs, animations, video, audio, music, text and „applets“ that are included in the software product) as well as the accompanying materials and every copy of the software product shall remain with the licensor or its suppliers. All rights to the titles as well as intellectual property rights for data content developed with the software product’s help shall remain with the respective data content owner and may be protected by applicable copyright laws and other intellectual property laws and treaties. This license agreement does not grant the licensee the right to utilise such data content. All rights which are not explicitly granted remain with the licensor.
9. Export Restrictions.
The licensee acknowledges that the software product is governed by the German Export Law and agrees to comply with all applicable international and national laws which apply to the software product.
10. Scope of Contract
This license agreement (including the annex to this license agreement as well any amendments or supplementary agreements to this license agreement included in the software product) constitutes the entire agreement between the licensor and the licensee with regard to the software product and the support services (if existent). It supersedes all prior or contemporaneous notifications, suggestions and confirmations regarding the software product or any other article in this license agreement, whether oral or written.
Amendments and supplements to this license agreement are to be made in writing. Where this license agreement requires or is subject to the written form, e-mail is also acceptable.
11. Applicable Law / Jurisdiction / Severability Clause
This license agreement is exclusively governed by German Law. Insofar as the licensee is an entrepreneur, the exclusive jurisdiction for any disputes concerning this license agreement is Frankfurt am Main.
Should one or more of the provisions included in this license agreement be or become invalid, all other provisions remain valid. In this case, the invalid provision must be replaced by another which is of equal intended economical purpose in a legal context.
12. Restriction of Liability
The licensor is liable in cases of premeditation, gross negligence, bodily injury or loss of life as well as claims resulting from the product liability law according to the legal requirements. The licensor is not subject to any further liability. This applies to all forms of liability including unlawful acts.
13. Licensee Liability
The licensee is liable to the lessor for any damages which result from the breach of any of the provisions of this license agreement by the licensee. This applies in particular to damages that are the result of violation of such provisions which govern the authorised use or circulation of the software product
14. The licensor is authorised to request a declaration of discontinuance in regard to the further use of the software product.
15. Comprehensive Compensation
In any event of a culpable violation of any of the provisions in this license agreement, in particular such provisions that exclude or limit the transfer to third parties, a comprehensive compensation to the amount of 500,00 € falls due. The licensor has the right to prove higher damages and the licensee has the right to prove lower damages.
Should you have questions regarding this license agreement or should you wish to contact the licensor for any reason, please do so via the following e-mail address: vfx@dfpug.de