By installing, copying or using the software product in any other fashion, you approve the following Terms and Conditions. If you do not agree to these Terms and Conditions, do not install this software and send the complete software, including the printed material and packing, back within 30 days and your payment will be refunded. If you are purchasing or have purchased the software product by downloading it, the download should be canceled and all previously downloaded files should be deleted in lieu of sending the software back.
SeeTec does not accept any general terms and conditions of the customer (hereinafter, the "Licensee"). The inclusion of any general terms and conditions of business is hereby expressly opposed.
This End-User License Agreement (hereinafter, the "EULA") is an agreement between the Licensee (as a registered user in its own name and as a registered representative in the name of an enterprise) and the Licensor. The provisions below regulate the provision of software, irrespective of whether the software is provided on a data carrier or for download from a computer network. This EULA shall furthermore also regulate the provision of software versions for test purposes.
Software: The term "Software" shall include the computer software, the related media, printed materials, application documentation, electronic operating manual and online operating manual. Unless expressly conveyed otherwise in the provisions below, the term "Software" shall also encompass the Updates and Upgrades pertaining to the initial version.
Computer: The term "Computer" shall mean a personal computer or computer workstation and programmable devices, particularly PC plug-in cards and mobile end devices (e.g. smart phones).
Network: A "Network" shall mean the linking of Computers within the enterprise of the Licensee.
Update: Software with the same or improved functionality though created with the intent to remedy a defect. A change in the version designation shall be specified as follows: e.g. from 5.3.1 to 5.3.2 (corresponds to an error remedy). This shall be decisive for the classification as an Update.
Upgrade: Software of a higher configuration level or with extended functionality; any changes in the version designation shall be as follows: e.g. from 5.3.14 to 5.4.0. This shall be decisive for the classification as an Upgrade.
2.1 In accordance with the provisions below, the Licensor shall provide the Licensee the Software designated in the offer for permanent use either on a data carrier or by making the Software ready for downloading on the Internet. If the Licensee makes the user documentation available online or offline as an electronic version, no delivery of a printed version of the user documentation (user manual) shall be owed.
2.2 Preliminary Software versions shall be provided to the Licensee in accordance with Section 11 of this EULA.
2.3 The creation, upkeep or rental of Software shall not be owed and shall form the subject of separate agreements.
3.1 The Licensor hereby grants the Licensee the non-exclusive right to permanently use the Software in accordance with the following Terms and Conditions:
3.2 If the Licensee has acquired a single station license, the Licensee shall not be entitled to use the Software on more than one Computer at the same time. The Licensee shall be entitled to implement the Software on any hardware available to it. However, if the Licensee changes hardware, the Licensee shall be obliged to delete the previously installed Software from the previously used hardware.
3.3 The Software may only be used on more than one Computer at the same time if the Licensee has acquired copying licenses in accordance with Section 4 of this EULA or the corresponding number of single station licenses.
3.4 If the Licensee has acquired a network license, the Licensee shall be entitled to install the Software on a network server and use it on as many work stations simultaneously for which the Licensee has acquired licenses from the Licensor for this purpose.
3.5 If the Licensee is in possession of a separately negotiated company license, the Licensee shall be entitled, unless agreed or arranged otherwise in writing, to make any numbers of copies of the Software provided to it for use and to simultaneously use such copies on as many workstations within the division or enterprise described in the offer to contract. The use shall be restricted to such division or enterprise. This shall also apply if the enterprise is affiliated with other enterprises within a corporate group.
3.6 If the Licensee has only acquired Updates or Upgrades to an existing initial version, the Licensee shall only be entitled to use such Updates or Upgrades for the original Software, provided the Licensee possesses and uses such original Software and is holder of a valid license for the original Software.
3.7 The right to use the Software shall encompass the right to reproduce the Software, if necessary. The necessary reproductions shall include the installation of the Software from data carriers or from a download medium (e.g. Internet) onto the hard drive or a mass storage device, the loading of the Software into the working memory or cache and the creation of backup copies. If the Licensee has acquired further copying licenses in the terms of Section 4 of this EULA, the Licensee shall be entitled to reproduce the Software on transportable storage media (CD ROM, etc.).
3.8 The Licensee shall be entitled to sell the original Software to third parties in accordance with the terms and conditions of this Paragraph:
The permissible resale to third parties shall require that the Licensee names the third party who is to acquire the Software and the use rights to the Licensor before the sale. The resale shall only be permissible if the Licensor provides the third party the original data carriers, if available, including all copies of the Software, the manuals and any accompanying written and electronic materials, the license letter or certificates on data carriers or electronic components and the Updates and Upgrades and the certificates for the licenses existing to these products. The Software may only be provided to a third party uniformly, while completely and definitively ceasing the Licensee's own use. The Software may not be provided for use to third parties temporarily or partially or to several third parties.
3.9 The Licensee shall in no way be entitled to rent, lease or lend the Software to third parties. The Licensee shall furthermore not be entitled to process the Software or to otherwise make changes to the Software, unless the Licensee is permitted to do so by law.
3.10 The Licensee shall only be entitled to reproduce or reverse-engineer / disassemble the codes or the code form without the approval of the Licensor provided the reproduction or translation is indispensable in order to receive the information necessary to ensure the interoperability of an independently created computer program and does not impede the normal examination or unreasonably infringe the legitimate interests of the Licensor. However, this shall only apply if the following terms and conditions are met:
- the acts are undertaken by the Licensee or another person entitled to use a reproduction of the program or in the name thereof by a person authorized to do so;
- the information necessary to ensure the interoperability is not readily made available to the persons named in the preceding Paragraph;
- the acts are limited to the parts of the original program necessary to ensure the interoperability;
- the information obtained within the framework of a reliable decompilation may not be used for purposes other than to ensure the interoperability of the independently created program;
- the information may not be disclosed to third parties, unless this is necessary to ensure the interoperability of the independently created program;
- the information may likewise not be used to develop or produce a program with essentially the same form of expression or for any other acts infringing the copyright.
3.11 The Licensee shall be permitted to create a backup copy, which must be clearly labeled as such. The serial number, the fact that it is a backup copy, the date of acquisition and the date the backup copy was created must be noted.
4.1 The Licensee may acquire a copying license from the Licensor entitling the Licensee to make copies of the Software on portable data carriers. The scope of the licensing regarding the copies made shall be determined in accordance with Sections 3.2, 3.3, 3.7, 3.8 and 3.10 of this EULA.
4.2 Irrespective of its right to make backup copies of the original provided, the Licensee is entitled to make as many copies of the Software for which it has purchased copying licenses. The Licensee shall be obliged to label the copies made with the serial or license code numbers provided to it. The quantity of serial or license code number labels provided to the Licensee shall correspond to the quantity of acquired copying licenses. Should the Licensee only be provided one serial number or one license code number, the Licensee shall be entitled to make as many copies as have been confirmed in the written copying license or agreed in the license letter. In such event, the Licensee shall be obliged to designate all copies with the same serial or license code number.
4.3 The copying license shall not entitle the Licensee to make further copies using the copies made. The copies made may only be resold to third parties in accordance with the terms and conditions set out in Section 3.8 of this EULA. The Licensee hereby agrees to provide the Licensor information about the copies made and to furnish written proof thereof.
5.1 If the Software is expressly intended for academic purposes, the Licensor shall grant the Licensee the right to use such Software only for the disclosed academic purposes. The Software may only be used within the framework of a qualified user group. If the Licensee has doubts about the allocation of its person to a qualified user group, the Licensee must contact the Licensor directly.
5.2 The Software may not be used for purposes other than those mentioned under 5.1, particularly for resale and the related transfer of rights for purposes other than the disclosed academic purposes.
5.3 Software which is authorized only for use for academic purposes may not be sold for profit.
6.1 In the event of a negligent breach of the provisions under Sections 3 to 5 by the Licensee, the legal representative or vicarious agent thereof, the Licensee must pay the Licensor – without prejudice to any damage compensation claims – a contractual penalty of € 5,001.00 for each act of infringement.
6.2 Irrespective of any damage compensation claims, the Licensor shall be entitled to rescind the agreement in the event of an infringement of its licenses. In such event, the Licensee must return all Software, including all accompanying materials, to the Licensor. If backup copies have been made or if copies were made within the framework of copying licenses, such copies must be destroyed. Software installed on hardware must be deleted. The destruction and deletion must be documented in writing to the Licensor upon first request.
If the Parties have agreed on compensation, the following shall apply:
The compensation shall be due immediately. In the event of default, the Licensee must pay the default interest stipulated by law. The assertion of further damages claims shall not be prejudiced hereby.
Even if deadlines or periods have been agreed upon bindingly, the Licensor need not answer for delays in delivery or performance based on force majeure or on events that significantly impede or make the delivery impossible for the Licensor in a not merely temporary fashion, including operating disruptions, strikes, lockouts, administrative orders, raw material shortages, energy supply difficulties, mobilization, unrest, etc., even if such events have occurred with suppliers of the Licensor or subcontractors thereof. Such events shall entitle the Licensor to delay the delivery or performances by the duration of the impairment plus a reasonable startup period or to rescind the agreement in whole or in part with respect to the still unfulfilled portion. If the Licensee has already paid the purchase price in full or in a prorated amount on such date, the Licensor hereby agrees to refund the rendered payment to the Licensee.
9.1 If the Licensee is a merchant and a commercial transaction is involved for both Parties, the Licensee must inspect the Software immediately after the delivery thereof by the Licensor or after downloading the Software, provided this is feasible in the ordinary course of business, and, if a defect is detected, notify the defect to the Licensor without delay. If the Licensee fails to provide notice, the merchandise shall be considered as approved, unless a defect is concerned that was not detectable upon inspection. In the event of such a defect, notice must be made immediately after the defect is detected; otherwise, the merchandise shall be considered as approved even in view of such defect. To preserve the rights of the Licensee, it shall be sufficient that the notice is sent in due time. The foregoing provisions shall not apply if and to the extent the Licensor has maliciously concealed a defect.
9.2 A defect in the Software shall exist if the Software does not possess the agreed features or is not suited for the contractually agreed purpose upon the passage of risk.
9.3 No defect shall exist if the Licensee itself or a third party has intervened in the Software without the Licensor's prior written approval and the defect appears after the intervention. The Licensee shall be permitted to document that the defect in the Software was not based on the intervention. A defect shall furthermore not exist if the Software is used on hardware or on an operating system that does not meet the requirements set out in the offer to conclude the agreement or in the product specifications.
9.4 If a defect appears, the Licensor shall be entitled, at its choice, to remedy the defect or to supply replacement Software (subsequent performance).
9.5 The Licensor may make the subsequent performance contingent on the prior payment by the Licensee of a reasonable portion of the agreed compensation corresponding to the scope and severity of the defect in the Software.
9.6 The subsequent performance shall be considered as having failed after a third unsuccessful attempt. If the subsequent performance fails, the Licensee shall be entitled to rescind the agreement.
9.7 Assuming appropriate use, the limitation period for defect claims shall be 12 (twelve) months. The period shall commence with the delivery of the Software to the Licensee.
9.8 Claims of the Licensee due to expenses necessary for the subsequent performance, particularly transport, carriage, labor and material costs, shall be excluded hereby if the expenses have increased because the delivered object has been subsequently brought to a place other than the Licensee's establishment, unless the transfer is in keeping with the intended use.
9.9 Recourse claims of the Licensee against the Licensor pursuant to § 478 of the German Civil Code (recourse of the enterpriser) shall only exist if the Licensee's customer is a consumer and the Licensee has not reached agreements with its buyer that go beyond the defect claims stipulated by law. Section 9.8 shall apply correspondingly to the scope of the Licensee's recourse claim against the Licensor pursuant to § 478(2) of the German Civil Code.
9.11 The Licensor shall assume no warranty. Employees of the Licensor are not entitled to issue warranty commitments. The Licensee may only invoke a warranty commitment of the Licensor if such commitment has been confirmed in writing by the Licensor itself or by the legal representative thereof.
Some software products, particularly third-party software or open source software, may be subject to separate terms and conditions of licensing of the respective manufacturer. The Licensee hereby agrees only to install the Software if it has agreed to such terms and conditions of licensing, which shall apply with priority over the provisions below. If the Licensee rejects such terms and conditions, the Licensee shall refrain from installing and using the relevant Software product. In such event, the Licensee shall be entitled, to the exclusion of further claims, to rescind the agreement in relation to the relevant Software product. The Software and the documentation provided are then to be returned to the Licensor; previously paid user fees shall be refunded.
11.1 The Licensor and the Licensee may agree on the provision of previous Software versions. Previous Software versions are characterized in particular by the label XXX or similar designations. Unless individual arrangements are reached or unless agreed otherwise, the provision of previous Software versions shall be conclusively regulated as follows:
11.2 Previous Software versions shall be provided to the Licensee exclusively for testing purposes. The previous Software version shall not serve for use in current business operations and may not be used on Computers or Networks used in current business operations. The Licensee shall acquire with the previous Software version the right to use such Software pursuant to Sections 3.2, 3.7 to 3.10 of this EULA for the period of the provision, though with the restriction based on Sentence 2 of this Paragraph.
11.3 The Licensee hereby agrees to notify the Licensor of all error messages, usability errors, etc. in writing and to describe the origination of the error and the time and place of its occurrence.
11.4 The Licensor shall be liable for previous Software versions only in the case of damage caused by intentional action or gross negligence. Any further damages claims or claims for reimbursement of expenses on the part of the Licensee, irrespective of the legal ground, particularly due to the breach of duties from the contract or tortious action, shall be excluded hereby. The Licensor shall only be liable for material defects and defects in title related to the previous Software versions if the Licensor has maliciously concealed such a material defect or defect in title from the Licensee. Any exceeding liability or warranty for material defects and defects in title relating to previous versions of the Software shall be excluded hereby.
12.1 The liability of the Licensor to pay damages based on any legal ground and the amount thereof shall be determined in accordance with the provisions below.
12.2 The liability of the Licensor for damage caused by the Licensor or its vicarious agent or legal representative intentionally or due to gross negligence shall be unlimited in terms of the amount.
12.3 In the event of damage based on injury to life, limb or health, the liability for a breach of duty due to simple negligence on the part of the Licensor or its vicarious agent or legal representative shall be unlimited in terms of the amount.
12.4 The liability for damage attributable to serious organizational negligence on the part of the Licensor or for damage caused by the absence of a feature warranted by the Licensor shall likewise be unlimited in terms of the amount.
12.5 In the event of a breach of material contractual duties, the Licensor shall be liable, if none of the events mentioned in Sections 12.2 to 12.4 of this EULA is given, for an amount limited to the foreseeable damage typically stipulated in contracts.
12.6 Any further liability for damages, particularly for no-fault liability, shall be excluded hereby.
12.7 Liability in accordance with the Product Liability Act shall not be prejudiced hereby.
12.8 If a damage is attributable to the negligence of both the Licensor and the Licensee, the Licensee must allow itself to be ascribed its degree of co-negligence.
12.9 The Licensee shall be responsible for regularly backing up its data. In the event of a data loss for which the Licensor is responsible, the Licensor shall therefore exclusively be liable for the costs of reproducing the data from the backup copies to be prepared by the Licensee and for the restoration of the data which would have been lost had the data been duly backed up.
12.10 If liability for damages is excluded or restricted in relation to the Licensee, this shall also apply in relation to the personal damages liability of the employees, collaborators, laborers, representatives and vicarious agents of the Licensor.
12.11 The provision under Section 11.4 of this EULA shall not be prejudiced hereby.
13.1 Unless stipulated otherwise in writing, the Licensor shall be obliged to render the delivery solely in the country of the destination, free of industrial property rights and copyrights of third parties (hereinafter, "Property Rights"). If a third party has legitimately lodged claims against the Licensee due to the infringement of Property Rights for Software which has been provided by the Licensor and used as agreed, the Licensor shall be liable to the customer as follows within the period determined in Section 9.7:
a) At its choice and cost, the Licensor shall either procure a license for the relevant deliveries or modify or exchange the deliveries so that the Property Right is not infringed on. If this is not possible for the Licensor at reasonable terms and conditions, the Licensee shall be entitled to the rescission and price reduction rights stipulated by law.
b) The duty of the contractor to pay damages shall be determined in accordance with Sections 9 and/or 12.
c) The aforementioned obligations of the Licensor shall only exist if the Licensee notifies the Licensor in writing of the claims asserted by the third party, does not acknowledge an infringement and reserves for the Licensor all possibilities of defense and settlement negotiations. If the Licensee discontinues the use of the delivery in order to mitigate damage or for other good cause, the Licensee shall be obliged to notify the third party that the discontinuation of the use does not constitute an acknowledgement of a Property Right infringement.
13.2 Claims of the Licensee shall be excluded if the Licensee is solely responsible for the Property Right infringement in relation to the Licensor.
13.3 Claims of the Licensee due to Property Right infringements of third parties shall further be excluded if the Property Right infringement is caused by special instruction of the Licensee, by an application not foreseeable by the Licensor or by the fact that the Software was altered by the Licensee or used together with products not supplied by the Licensor.
13.4 In the event of Property Right infringements, the provisions of Sections 9.6 and 9.8 shall otherwise apply correspondingly to the claims of the Licensee stipulated in Section 13.1 a).
13.5 In the event of other defects in title, the provisions in Section 9 shall apply correspondingly.
The Licensee is hereby notified that the export of the supplied products, information, Software and documentation (hereinafter, "Products") may be subject to approval requirements or excluded in accordance with the applicable export regulations of the Federal Republic of Germany, the European Union and/or the United States of America, e.g. based on the type of Products or their purpose of use or final whereabouts and that infractions may be subject to criminal prosecution. The Licensee therefore hereby guarantees that it shall strictly comply with all applicable national or international export regulations and obtain any necessary permits. In this regard, the Licensee agrees to verify and assure that a permit will be obtained in advance for the Products which may only be delivered with a permit from the relevant (particularly, national) authorities for weapons-related or nuclear use or to military recipients; no enterprises or persons named on the Denied Persons List (DPL) of the U.S. Department of Defense may be supplied with original U.S. merchandise, software or technology; no enterprises or persons named on the List of Special Designated Nationals and Blocked Persons of the U.S. Department of Treasury or on the terrorist lists of the EU may be supplied; the applicable UN resolutions, EC regulations and German laws and lists of the competent German authorities shall be observed; the Entities List of the U.S. Department of Commerce shall be observed; no deliveries shall be made to persons listed on the Unverified List of the U.S. Department of Commerce.
The Licensor shall label information, Software and documentation in accordance with the approval requirements under the German and EU export lists and the U.S. Commerce Control List. In the event of the breach of the above obligations by the Licensee, the Licensee shall indemnify the Licensor upon first demand against all claims and compensate all damage asserted by the supplier or licensor of the Licensor, third party or state and/or international authorities or organizations against the Licensor. Upon request, the Licensor shall inform the Licensee of the applicable contact points to obtain for further information.
The Licensee shall only be entitled to set off claims of the Licensor if the Licensee's counterclaims are undisputed or declared by non-appealable judgment. The assertion of retention rights by the Licensee based on claims other than resting on this Agreement shall be excluded.
16.1 Any terms and conditions of the Licensee or third parties shall not form part of the subject of this Agreement; this shall also apply if the Licensor does not expressly repudiate such terms and conditions. Any inclusions of the terms and conditions of the Licensee or third parties by implicit action shall be excluded; in particular, terms and conditions of the Licensee shall not form part of the subject of this Agreement through the acceptance or payment of deliveries or performances.
17.1 Any modifications of or additions to this Agreement must be made in writing. This shall also apply to any rescission, modification or waiver of this requirement for the written form.
17.2 The agreement shall be subject to the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
17.3 The registered office of the Licensor is hereby agreed as the place of performance and jurisdiction for all disputes between the Parties arising from and in connection with this EULA.
17.4 The General Terms and Conditions of Delivery, Service and Payment as amended shall apply in a supplementary fashion.
17.5 If this EULA is translated into other languages, exclusively the German version shall be legally binding.