General Terms of Business and License Stipulations for the Purchase of Software Products from Fa. XOn Software GmbH
Subject of the Contract
Subject of the contract is the license of computer programs
(including: source codes, Dynamic-Link-Libraries, Shared Libraries, Static Libraries,
header files, Executables) from the manufacturer's documentation, user manuals,
and all other written documents which serve to explain.
("Product Documentation").
The following definitions are integral components of the subject of the contract:
"Licenser " is Fa. XOn Software GmbH which is located at 80333
Munich, Germany.
"Licensee; is the single user of a license or a respective copy of a license.
Software: source codes, Dynamic-Link-Libraries, Shared Libraries, Static Libraries,
Header Files, Executables, manufacturer's documentation, user manuals, as well as
all other written documents which serve to explain.
("Product Documentation") will be summarily named "Software".
License:The software which the licenser monetarily acquires will be defined as the license.
Software Application Programming Interface (API): The software component-either delivered through the licenser or
developed through the licenser and which allows access to the functionality of the license-will be defined
as the Software Application Programming. We define software component as noted:
Header Files, Makro- and /or script programming interfaces, Components such as
COM or ActiveX.
Software products which are developed through the application of the license for the use of the licenser
will be defined as "Software product".
Subject matter of contract is the use of the license which is listed in the order confirmation or the delivery
receipt.
Granting of a License
For the length of the contract, the licenser grants the licensee the nonexclusive and nontransferable
rights to use the Software Application Programming Interface and/or the functionality of a license (summarily called the platform)
on one computer and only to one person. Utilization of a copy of a license through several or different people is not allowed unless
specifically differently agreed upon.
With the purchase of several copies of a license, the licensee is explicitly authorized to install
the license on one computer. The licensee is furthemore authorized under the conditions listed in Paragraph 2.1
to facilitate the transfer or use of the license to the number of people for which the license is approved.
The licensee is also authorized for data protection purposes: (a) to prepare a backup copy of the license or
(b) to copy the license onto the hard drive and to store the original copy
For the distribution of software products which are created with the library of the licenser, the following applies:
The licensee is only authorized to distribute the software products which are created with the license and not used
as software development tools if the functionality of the license as a means of
Software Application Programming Interfaces does not or cannot happen directly or indirectly.
License Restrictions
The software is the property of the licenser or his sub-contractor. It is copyrighted and is legally protected
and subject to penal violations. The licensee may only use it according to the present conditions.
The licensee is not authorized to distribute externally
any components of the Software Application Programming Interface or
any Executables which are delivered with the software
unless another agreement is specifically agreed upon.
The licensee is not authorized to do the following:
To decompile, disassemble or reverse engineer the object code form of a part of the software,
to distribute or lend out the software,
to copy the product documentation including all documentation which can be found online.
License Protection Duties
The licensee commits himself to preventing the unauthorized access of third parties to the software
through suitable provisions: explicitly alerting his employees to observance of the present contract stipulations
and the copyright conditions. The licensee should particularly request that his employees
not manufacture unauthorized copies of the software.
If an employee of the licensee or a third party tampers with the authorization of the transfered software,
the licensee is obligated to assist to the best of his abilities in the explanation of the incident, especially
with regards to informing the authorities during the immediate corresponding infraction process.
This also applies when the licensee tampers with the authorization himself.
Guarantee
It is to be noted that computer software cannot be developed so that it works error-free in all possible combinations and applications
according to the present standards of technology. The subject of the contract and the purpose of the guarantee is therefore
only one type of fundamentally useable software in the sense of product documentation.
The software requires implementation through a software programmer with experience in the application of development tools
and classic libraries. The software was not conceived for use from private users or the laity as well as for home-use.
The licensee vouches that the sofware which will remain unchanged after delivery and that it fulfills in large part all functions which arise from the
product documentation under normal operating conditions and normal maintenance.
The guarantee begins with the delivery and lasts for 12 months.
Shortcomings are to be immediately reported to the licenser in writing and to be described at length.
The guarantee rights is for the time being restricted to amendments. Thereafter, the licenser takes on all reasonable
efforts regarding the removal of substantial, proven, and remaining shortcomings in the unchanged software.
If the licenser cannot remedy the deficiency through amendment or replacement delivery within an appropriate time frame
the licensee can proportionately minimize the royalty fees or request a retroactivation of the contract.
In case of a replacement delivery or a retroactivation of the contract, the figures in 2., 3., remain and the specified
duties of the licenser are covered.
Licenser's Liabilities
The licenser is only liable for damages which cause a punishable breach in the fundamental contractual
obligations. The liability is limited to damages which are to be counted upon
at the time that the licenser completes the contract. A liability for foregone profits, omitted savings,
indirect damages, and consequential losses is out of the question. The liability for the loss of data is out of the
question. The licensee is required to lay out an appropriate backup copy.
The aforementioned liability limitations do not apply to damages which occur because of malicious intent,
gross negligence, the lack of assured properties, or for eventual claims due to the product liability law.
A confirmation of properties will only be available if it is explicit and put in writing vis-a-vis each licensee
and is explainted through a representative who is explicitly authorized through the licenser and releases the confirmation in writing.
Length of the Contract, Termination and Licensing Fees
The license will be granted on the basis of a one-time fee for an unspecified length of time unless the licenser and
and the licensee explicitly agree to another agreement in writing.
The licenser can terminate the contractual relationship at his own discretion with a monthly time limit
If the licensee breaches the terms of the contract. The right to an instant termination remains inviolate here
for an important reason.
The licensee can terminate the contractual relationship at any time with immediate force if
he simultaneously discontinues the use of the software and gives it back to the licenser as well as
destroys any possible copies.
The termination of the contract does not have an effect on the duties of the licensee according to
figures 2., 3. and 4.
If the contract is terminated, reimbursement of the one-time fee will not take place.
Miscellaneous
The contract regarding the granting of the license requires a written confirmation through the licenser,
which when remitted with the corresponding data carrier, will count as delivered.
The prices of the licenser listed in the offer are quoted in euros if not explicitly agreed upon otherwise.
The prices are understood to include taxes but do not include shipping and handling, insurance, and special delivery costs.
In case of a payment default, an additional default interest rate of 4% will be affixed to each prime lending rate used by
the Deutsche Bundesbank in order to compensate for any losses. This does not rule out however, that further
damages caused by delay will be reasserted.
The licenser undertakes the consignment of the data carrier for the licensee with all the necessary prudence,
but will be liable only for intentional malice and gross negligence.
Delivery dates and deadlines are only valid if they are explicitly confirmed by the licenser.
A delivery deadline begins with the day on which the contract is confirmed and ends with the
duty of delivering the ordered products.
Place of execution is the current location of the licenser.
Differing agreements to these general business terms need to be done in writing. The business terms
arranged here override other identical conditions which could come up when accessing the software.
Other general business terms, especially those of the licensee, are not the subject matter of the contract.
Court of Jurisdiction is Munich, provided that the licenser is the merchant entered in the commercial register.
This contract is subject to the law of the Federal Republic of Germany.
Should a provision of these terms of contract turn out to be void by law, ineffective, or inexecutable,
this does not affect the validity of this contract completely. At the places which are determined to be
void by law, ineffective, or inexecutable, the federal laws which correspond most closely to the desired terms
will go into effect.
