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IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN STEERCOM GMBH, GERMANY ("STEERCOM") AND YOU (“HIRER”) (ACTING AS AN INDIVIDUAL ON BEHALF OF AN ENTITY ON WHOSE COMPUTER(S) THE SOFTWARE IS INSTALLED). "SOFTWARE" MEANS THE COMPUTER PROGRAM AND DOCUMENTATION. IF YOU CLICK THE "ACCEPT" OPTION OR INSTALL THE SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT (THE "SOFTWARE") YOU WILL BE BOUND BY THIS AGREEMENT.
You are not required to accept these terms but, unless and until you do, the Software will not install and you will not be authorized to use the Software.
If you do not wish to agree to these terms, please click "DON'T ACCEPT" and obtain, if applicable, a refund of the purchase price by following the instructions on the confirmation email you received in connection with the purchase.
NOTICE: THE SOFTWARE MAY CONTAIN A "TIME OUT" FEATURE THAT WILL RENDER THE SOFTWARE INOPERATIVE AT THE END OF THE TERM (AS DEFINED BELOW).
END USER SOFTWARE LICENSE AGREEMENT
1. License Grant; Related Provisions
a. Grant of License
STEERCOM, subject to the terms and conditions of this Agreement, hereby grants to you a non-exclusive and non-transferable license during the Term to use the Software only in executable or object code form solely for your personal or internal business purposes. This license authorizes you to use the Software on or in conjunction with up to the number of computers specified by your order for the Software. The Hirer shall not reverse engineer or translate the software. The Hirer’s right of use of the software shall be limited to the duration of this Agreement.
Each acquired right of use entitles you to use the program on a single terminal only. If the program is of a type designed for use on a central processing unit (server), the Hirer shall be entitled to use the program on that central processing unit for the duration of this Agreement. The Hirer shall acquire corresponding rights of use before using the program on terminals connected to the server. The Hirer shall acquire an additional right of use for every extension of use (e.g. use on additional terminals).
The rights of use assigned to the Hirer entitle the Hirer to
· Load, transfer, run and save the programs within the Hirer’s own internal data processing system on the hardware and software platforms specified in software documentation for the hire period;
· Copy the programs for data security, archiving and backup purposes for the hire period. In principle, however, only the number of backup copies strictly necessary shall be saved.
b. Limitations
The Hirer hereby expressly undertakes
· Not to make the programs supplied or copies thereof accessible to third parties;
· Not to duplicate rights of use and pass them on to third parties;
· Not to transfer, pledge, rent, share or sublicense the Software other than in connection with the sale or other transfer of the computer on which it is initially installed;
· Not to download and pass on the library of STEERCOM visuals to third parties;
· To carry out modification, translation, decompilation, disassembly or reverse engineering of the programs supplied only as strictly necessary for the intended use of the programs;
· To duplicate the documentation supplied only for the Hirer’s own purposes and only within the scope of the rights of use assigned;
except as expressly authorized by law.
c. Audit
The contracting parties agree that the Hirer shall grant STEERCOM access to its business premises with prior written notice for the purpose of checking the use of the programs and documentation and the whereabouts of the copies made. The use of the software will be checked at STEERCOM’s expense by a specialist third party who is subject to a secrecy undertaking. If the Hirer has failed to comply with the relevant clauses of this Hire Agreement the Hirer shall bear the cost of the software check.
d. Updates
STEERCOM, from time to time during the Term, may provide updates to the Software. Updates will be deemed Software for all purposes under this Agreement. You acknowledge that you must routinely download and permit installation of Updates in order to obtain maximum benefit from the Software.
2. Term; Termination
a. Term
The initial term of this Agreement will commence on the date you install the Software, and will continue for the term you specified in your order for the Software. If renewal terms are available, STEERCOM will provide notice offering you the opportunity to purchase renewals at the then-current renewal price. The initial term and any renewals purchased are referred to in this Agreement as the "Term".
b. Termination
STEERCOM, in addition to such other rights may be available at law or equity, shall be entitled to terminate this Agreement at any time without notice if you commit a material breach of this Agreement.
c. Effect of Termination
On the expiration or termination of this Agreement, you will cease using the Software, STEERCOM may cease making Updates available to you, and the Software may cease functioning. Upon termination of this Agreement the Hirer shall either de-install or delete the software temporarily supplied, including any duplicates and backup copies. This also includes the obligation to delete the STEERCOM visual templates. In addition, within one month he must connect the respective computers to the internet in order to ensure the deactivation of his license key managed by our STEERCOM activation server.
3. Ownership
STEERCOM reserves all rights in the Software not expressly granted by this Agreement. All copyrights, trademarks and other conceivable intellectual property rights in and to the Software (including, but not limited to any data files, images appearing in the Software and screen displays as well as any and all documentation relating to the Software) are owned by STEERCOM, and are protected by German and foreign copyright laws, international treaties and other applicable laws. Any copy of the Software you are allowed to make pursuant to this Agreement must contain the entire copyright and other notices included with the original copy of the Software.
4. Guarantee/ Warranty
The guarantee/ warranty takes place according to the legal provisions.
5. Limitation of Liability
STEERCOM shall have unlimited liability for damage due to injury to life, limb or health. STEERCOM shall have unlimited liability for damage caused intentionally or through gross negligence by legal representatives or executive employees.
STEERCOM shall be liable only for the foreseeable typical damage in the case of breach of essential contractual obligations due to ordinary negligence by its legal representatives or executive employees.
STEERCOM shall be liable for the foreseeable typical damage in the case of damage caused intentionally and due to gross negligence by other vicarious agents. The same shall apply to breach of essential contractual obligations due to ordinary negligence.
The foreseeable typical damage shall be limited in amount to 50% of the annual net hire charge per occurrence of damage and to the annual net hire charge per calendar year.
STEERCOM shall not be liable for breach of non‑essential contractual obligations due to ordinary negligence.
STEERCOM shall not be liable for damage suffered by the Hirer due to force majeure, i.e. unforeseeable circumstances beyond its control.
Other damages claims are excluded. In particular, liability for indirect consequential damage, including non‑occurrence of the Hirer’s expected profit, arising through or in a causal connection with the use of STEERCOM’s products is excluded. This exclusion shall not apply if a quality warranty given to the Hirer by STEERCOM was intended to protect against the occurrence of such damage.
In case of data loss or data destruction STEERCOM shall be liable only if it has caused such destruction intentionally, through gross negligence or due to a breach of an essential contractual obligation and at the same time the Hirer has ensured that the destroyed data can be reconstructed at reasonable expense from data material preserved in machine-readable form.
Liability for malicious non‑disclosure of a defect, for giving a warranty concerning the quality or durability of a thing or a work and liability under the Product Liability Act shall be unaffected by the above provisions.
The abovementioned figures shall apply analogously to reimbursement of expenses instead of compensation in lieu of specific performance.
6. Miscellaneous
a. Notice
STEERCOM may deliver any notice to you via pop-up window, dialog box or other means, even though you may not receive the notice unless and until you launch the Software. Any such notice will be deemed delivered on the date STEERCOM first makes it available through the Software, irrespective of when you actually receive it.
b. Privacy
You acknowledge that STEERCOM collects certain information regarding the users of the Software, including certain personally identifiable information. You hereby consent to STEERCOM’S collection and use of such information, and agree that STEERCOM’S collection and use of such information will be governed by STEERCOM’S Privacy Policy, currently published at www.steercom.com.
c. Complete Agreement
This Agreement constitutes the complete Agreement between the parties and supersedes all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof.
d. Amendments; Waiver
This Agreement may be modified or changed in whole or in part in any manner other than by an Agreement in writing duly signed by both parties hereto or by a further electronic agreement presented by STEERCOM and accepted by you. STEERCOM’S failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
e. Severability
The parties desire and intend that all of the provisions of this Agreement be enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstances is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law. In any case, the remaining terms of this Agreement or the application thereof to any person or circumstance, other than those that have been held illegal, invalid or unenforceable, will remain in full force and effect.
f. Governing Law
The contractual relationship shall be governed by the law of the Federal Republic of Germany excluding the UN convention on contracts for the international sale of goods. The place of jurisdiction shall insofar as permissible be Hamburg/Germany.
g. Language
This Agreement was originally prepared in English language. Although STEERCOM may provide one or more translations for your convenience, the English version will control in the case of any conflict or discrepancy.
Copyright © 2008 steercom GmbH, Hamburg. All Rights Reserved.
Version 1.2 Date: 2008-09-10
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