Inform2 License Agreement

License Agreement - Inform

January 2006

Preamble

The present license agreement covers the Information Management System "Inform", published by Design Aspekt M. Grabovszky und Ch. Riss GbR, including all modules which are described in detail in the Annex.

Please read the following licensing terms carefully before you start using the system. By using this software you agree to be bound by the below-mentioned licensing terms. If you do not agree with these licensing terms, you are not allowed to use this software.

• Object of the agreement
  
  
  1. The software under the name "Inform" is a work protected by copyright. The copyright is the property of Design Aspekt M. Grabovszky und Ch. Riss GbR, Schwanthalerstrasse 76, 80336 Munich, Germany. The licensee is familiar with the software "Inform" and its performance. "Inform" was developed in compliance with scientific care and state of the art technology and has already been offered successfully to third parties for use. "Inform" is both protected by copyrights and international copyright treaties as well as other treaties relating to intellectual property. Both parties assume the eligibility of the software for copyright protection. All rights in "Inform" which have not been transferred explicitly to the licensee under this license agreement shall remain the exclusive property of the licensor.
     Should you have any queries on the present license agreement, please do not hesitate to contact inform@design-aspekt.com.
  2. To the extent that the licensor is not the owner of any protection rights in the software or parts thereof, the licensor is the owner of the rights that allow the transfer or use thereof by third parties.
  3. The software is not sold but licensed. By purchasing the software, the licensee only acquires a right of use in the software and related materials. It is herewith expressly agreed that the right of use is only transferred upon full payment of the license fee. If the licensee fails to pay the license fee as a whole or in part to the licensor, the licensee is not granted any rights of use and may not use the software.
• Grant of license
  
  Design Aspekt grants the licensee a perpetual, non-exclusive right to operate the Information Management System "Inform" on a Web server and to use it on connected PCs for maintaining contents that are stored under this domain. Identical rights of use are granted for any additional modules purchased by the licensee. A breach of this agreement results in the forfeiture of the right of use. In this case, the licensee is no longer entitled to use the software.
  
  
• Full transfer of the license to third parties
  
  
  1. The licensee shall be entitled to transfer the license in its entirety for an installed Internet domain to a third party. Such a transfer is subject to the following legal requirements:
     1. the license has been released previously through full payment of the license fee;
     2. the licensor has been notified previously of the name and complete address of the third party, including post code, city, street, house number and email address, and
     3. the third party agrees to the acceptance of the license and to the present license agreement, which has to be declared by the third party vis-à-vis the licensor.
  2. When the requirements outlined in para. 3.1 are met, the licensor shall change its control database and shall replace the name and any other details of the previous licensee by the details of the designated third party in respect of the relevant Internet domain. From that date, the right of use granted in "Inform" with respect to the relevant Internet domain is no longer in the possession of the previous licensee but solely of the designated third party, which becomes the new licensee as a result. Only the new licensee is then able to maintain the relevant Internet domain using "Inform".
  3. Following the transfer of the license, the previous licensee shall be entitled and obliged to immediately furnish to the new licensee all resources handed over to the licensee under the present license agreement for the granted license (installation carried out through a server upload and any backup data carriers created), or to delete or destroy any data carriers created.
• Lease, lending, backup/archiving copy
  
  
  1. Without the prior consent of the licensor, the licensee shall not have the right to lease or to lend "Inform" as a whole or in part or any copies thereof.
  2. The licensee shall be entitled to make a copy of "Inform" for backup or archiving purposes.
  3. The licensee is not entitled to copy or reproduce in any other manner written materials relating to "Inform" supplied by the licensor, either as a whole or in part, without the prior express written consent of the licensor, unless applicable copyright laws provide for any exception(s).
• Changes and updates
  
  
  1. The licensor shall be entitled but not obliged to develop software updates and to update the licensee's system after prior announcement.
  2. The licensor may charge an update fee for such updates.
  3. The licensor is not obliged to supply any software updates to licensees that have refused to accept one or several previous updates or have failed to pay the update fee.
• Right to make changes or supplements against a (free) reciprocal license
  
  
  1. The licensee shall be entitled to expand, to supplement, to shorten or otherwise modify the source codes of "Inform" (in short referred to as "source code expansion").
  2. When the licensee makes source code expansions, the license agreement concluded with the licensee shall also cover the source code expansion. No additional license fees shall be charged as a result.
  3. The licensee shall be obliged to provide the source code expansion to the licensor without any restrictions and to offer the licensor a free reciprocal license. The reciprocal license is exclusive and perpetual, and covers all types of use known at the time the due offer is made. The right of use of the licensee (grantor of the reciprocal license) shall not be affected due to the expanded license agreement as defined under para. 6.2.
  4. If any adaptations or expansions are made by the licensee or third parties engaged by it, the warranty shall lapse.
  5. A system that has been modified through a source code expansion can only be updated after a review by the licensor. The licensor may charge an adequate fee for such reviews.
• Warranty
  
  
  1. The warranty relating to "Inform" is limited to a term of one year from delivery.
  2. In the event of defects, the licensor shall be entitled to provide, in deviation from Section 439 (1) of the German Civil Code (BGB) at its option, rectification of defects or substitute delivery.
  3. The licensor shall undertake considerable efforts to deliver completely faultless products through quality assurance measures. However, pursuant to state of the art technology, it is not possible to develop software in such a manner that it is free from defects in all types of applications. Therefore, the object of this agreement is software, which can be used on principle within the meaning of the programme description. The warranty of quality requires an additional express written agreement. The technical data, specifications and service descriptions in the product description shall not constitute a warranty of quality, unless they have been acknowledged as such explicitly by the licensor.
  4. No warranty is granted for programme components that have been modified and/or expanded by the licensee or for defects, faults or disorders that are, due to improper operation or faults in hardware, under the control of the licensee.
  5. In addition, no warranty is granted where the licensor is not given an opportunity of examining the cause of the defect reported.
• Limitation of liability
  
  
  1. The licensor is only liable for statutory or contractual liability claims in the event of intent or gross negligence on the licensor's part.
  2. The liability of the licensor and/or its suppliers for indirect or consequential damage or any other damage claims that are based on loss of use, loss of data or lost profits in connection with or arising out of the use of information available on this server shall be excluded. The licensor and its suppliers reserve the right to make improvements and/or modifications at any time to the products and/or programmes described in the present agreement. In particular, liability for changes made by third parties shall be excluded.
     Liability is also excluded, when the licensee wants to cancel the agreement due to a defect in title or a defect of quality subsequent to non-performance of the agreement. The amount of damages shall be limited to the foreseeable, direct average damage typical for such agreements, which may occur depending on the type of product.
• Intellectual property rights
  
  
  1. The licensee acknowledges the rights of the licensor (patents, copyrights, business marks, and business secrets) without restrictions. The licensee undertakes to safeguard these rights and to undertake all efforts to prevent and pursue breaches or violations of these rights by any third parties.
  2. Where a reciprocal license has been granted, the licensee acknowledges that it possesses all rights in programme codes, data, texts, graphics and other data used within source code expansions and handed over to the licensor.
  3. In the event that the licensee violates any rights of third parties existing within the context of the source code expansion and claims are brought forward by third parties against the licensor in this connection, the licensee shall indemnify the licensor fully for any resulting damages. Only in the event of contributory default, the licensor shall be liable in proportion to its contributory default.
  4. The licensee undertakes to maintain secrecy regarding all know-how and any knowledge disclosed to it by the licensor, not to disclose it to third parties and to use it only in the context of the present agreement.
• Miscellaneous provisions
  
  
  1. The place of performance for all contractual duties of the licensor and the place of jurisdiction for all disputes arising out of this agreement shall be, to the extent permitted by law, Munich. However, the licensor shall be entitled to sue the licensee at its registered office or usual place of residence.
  2. The law of the Federal Republic of Germany shall be applicable, the provisions of the UN Convention on Contracts for the International Sale of Goods and of the International Private Law being excluded.
  3. If individual provisions of the present agreement are or become totally or partially invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision by a provision which comes closest to the economic purpose intended by them.
     Any changes in the contract must be made in writing. This shall also apply to a waiver of this written form requirement.
  4. The licensor's address for service is: Design Aspekt, Schwanthalerstrasse 76, 80336 Munich, Germany.
  5. Design Aspekt shall have the right to place a note linking to design-aspekt.com in the imprint page of any domains usings Inform.