SOFTWARE LICENSE CONTRACT
- SINGLE-USER LICENSE -
Please read this contract carefully before you acquire the software and install and use it on your computer. By using the software you agree with the following license provisions.
1. Subject matter of the contract
The subject matter of this contract is the permanent cession of the LIVE RUNDOWN software (hereinafter referred to as “software“), developed by backslash GmbH, to the customer for own usage according to this contract. The software is being offered in different editions at the respective price indicated according to the service specifications. Updates are explicitly not a subject matter of this contract.
2. Closing of contract, cession and condition of the software
2.1. The distribution of the software and the documentation occurs exclusively by downloading from the backslash GmbH servers. With the confirmation of the order the customer will receive a license code which allows him to install the software on the selected hardware. To do so, a one-time connection to the internet is necessary.
2.2. The license code entitles the customer once to install the software on his hardware. The license code must not be passed on to a third party unless according to paragraph 4.
2.3. The specification of services or descriptions of the software does not constitute a guarantee for its condition.
3. Granting of rights
3.1. The software is comprehensively protected according to the copyright regulations and other applicable laws. This applies in particular for the source code, the documentation, the structure and organization of program files, the appearance, or the name of the product.
3.2. With the complete and unconditional payment backslash GmbH grants to the customer a simple, non-exclusive, non-sublicensable right to use the software and the corresponding documentation for own purposes for an unlimited period of time.
3.3. The granting of right occurs according to the conditions specified hereafter:
3.3.1. Until complete receipt of payment, the permission for the customer to use the software is subject to revocation.
3.3.2. The customer is in the immediate possession of the storage medium (e.g. hard disk) onto which the software is copied. He is not allowed to lend, lease, or otherwise pass on the software to a third party unless according to paragraph 4.
3.3.3. The software must not be used during or in connection with the operation of nuclear power plants, aircrafts, air traffic control, life-supporting machines or other productive systems. In these cases any software errors may lead to death, injury, or severe damage to property or the environment.
3.3.4. Any copyright notes, serial numbers, or other features that serve the identification of programs must not be removed or altered under any circumstances.
3.4. The rights granted to the customer according to §§ 69 d) and e) Urheberrechtsgesetz (German Copyright Act) within the framework of the proper use of the software remain unaffected.
4. Passing on to a third party
4.1. The customer is allowed to pass the software on to a third party if
4.1.1. the acquiring party acknowledges this contract as binding for herself,
4.1.2. the customer deletes the software (including any existing backup copies) he has with him, and
4.1.3. the customer immediately informs backslash GmbH in written form about the passing on of the software, indicating the name and address of the acquiring party.
4.2. By passing on the software, the customer’s right to use the software expires.
5. Liability of backslash GmbH
5.1. backslash GmbH informs the customer that with the current state of technology it is not possible to set up the software in such a manner that it will work in all combinations of applications without any errors or that it could be protected against manipulations by a third party. To reduce the risks of errors, the customer is obliged to carry out data backups regularly.
5.2. backslash GmbH is liable for all damages she has caused purposely or grossly negligent, according to the legal requirements.
5.3. backslash GmbH is also liable for damages for which she is responsible concerning injury to life, body, or health, and according to the Product Liability Act.
5.4. For all other damage backlash GmbH is only liable if she violates a major contractual obligation, i.e. an obligation the compliance of which is essential for the contract to be carried out in the first place and the compliance of which the customer may normally trust on. The liability in this case is limited though to damage, the occurrence of which backslash GmbH must have typically reckoned with according to the circumstances known at the time of the signing of the contract.
5.5. In the case of a delay or an impossibility for which backslash GmbH is responsible and which does not constitute a major violation of contractual obligations, the liability of backslash GmbH is excluded insofar as she is only culpable of slight negligence or if the delay or impossibility is caused by Force Majeure or by other events that are beyond her sphere of influence. For the rest, the liability is limited to typical, foreseeable damage.
5.6. Any liability of backslash GmbH exceeding this is excluded regardless of the legal nature of the claim. This applies in particular for tortuous liability, any claims of reimbursement of useless expenditure and the liability for any indirect damage or consequential damage like lost profit.
5.7. The liability of backslash GmbH in case of the customer using the software contrary to the contract and in case of free test versions is excluded.
5.8. Insofar as the liability of backslash GmbH is excluded or limited, this also applies for the liability of her employees, representatives, and vicarious agents, or of any other third party that backslash GmbH uses to fulfill this contract.
5.9. The customer’s claims for damage compensation are subject to a limitation period of one year. The limitation period starts when the respective claim for damage compensation arises and when the customer gets knowledge, or when he does not get knowledge due to his gross negligence, of the causes of the claim and the person of the violator; irrespective of this, the claim for damage compensation is subject to a limitation period of three years starting with the act of violation.
6. Other
6.1. The customer obliges himself not to use the software in such a way, or to send, transfer, or export the software to a country to which an export is forbidden according to the export regulations of the United States of America or other export laws, restrictions, or regulations (hereinafter referred to as “export laws“). If, apart from this, the software is subject to the export control according to the export laws, the customer guarantees that he is neither a citizen nor a resident of a country that is subject to an embargo and that no ban according to the export laws applies that would bar him from accepting the software. All rights to use the software are granted under the condition that these rights will be forfeited if the customer does not comply with the conditions of this contract.
6.2. Any other provisions apart from the ones specified in this contract explicitly do not apply between the parties. This applies in particular for any General Terms and Conditions of the customer. These will also not become part of the contract if backslash GmbH does not explicitly object them or if the customer in any form points to the application of his GTC and thus intends to include them in this contract.
6.3. Insofar as company secrets have been disclosed to the customer using his license, he obliges himself to keep these secrets for an unlimited period of time. The customer in particular obliges himself to keep the software and the documentation secret and to neither as a whole nor in parts disclose them to a third party or pass them on to a third party unless he is allowed to do so according to the provisions of this contract or another written agreement with the licensor.
6.4. This license contract is subject to the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
6.5. Place of jurisdiction for all disputes arising from the contractual relationship, including proceedings based on bills of exchange, promissory notes and checks, is the head office of backslash GmbH insofar as the customer is a businessman, corporate body under public law or a public separate estate or if the customer’s regular domicile is not in Germany. backslash GmbH is also entitled to suit the customer at his domicile.
6.6. There are no side-agreements. Any changes of this software license contract require written form. This also applies for the revocation of this clause for the requirement of the written form.
6.7. If individual provisions of these terms and conditions should be invalid, the validity of the other provisions is not affected. Such provisions shall be replaced by a provision that comes closest to the economic purpose originally intended by the parties.