between

Math2Market GmbH, Huberstr. 7, 67657 Kaiserslautern, Germany (the LICENSOR)

and You (the LICENSEE).

 

1. DEFINITIONS:

1.1 LICENSED SOFTWARE: GeoDict as installed by the downloaded installer program. The software package comprises of executable programs, example images, example movies, scripts, spreadsheets and library files.

1.2 LICENSED MODULES: The functionality and features of GeoDict made accessible via the provided license key and specified in LICENSOR's GeoDict PRODUCT OFFER. This offer has been accepted by LICENSEE and integrates this License Agreement as an integral part.

1.3 PRODUCT: The LICENSED SOFTWARE/LICENSED MODULES both are referred to in short as PRODUCT.

1.4 DOCUMENTATION: The GeoDict User's guide and other explanatory materials accompanying the PRODUCT in electronic form and being retrievable on LICENSOR's website.

 

2. OWNERSHIP / INTELLECTUAL PROPERTY RIGHTS

2.1 LICENSEE acknowledges that ownership and all intellectual property rights related to the PRODUCT and to the DOCUMENTATION, including patents, copyright, company or trade secrets, and, in particular, the trademark GeoDict, remain with the LICENSOR.

2.2 LICENSEE promises to keep and not to modify the copyright and trademark notices of the LICENSOR.

 

3. SCOPE OF LICENSE

3.1 LICENSOR grants to LICENSEE a non-exclusive, non-transferable and non-sublicensable right to use the PRODUCT. The contractual use includes the installation as well as the loading, displaying and running of the installed Software.

3.2 The PRODUCT can only be installed on Windows and Linux operating systems. LICENSEE is responsible for providing the system environment in accordance with the system requirements set forth in the DOCUMENTATION

3.3 Without LICENSOR'S prior written permission, LICENSEE may not

• rent or lease the PRODUCT and DOCUMENTATION to any third party;
• make the PRODUCT and DOCUMENTATION available in whole or in part to any third party.
• modify, adapt, or translate the PRODUCT in whole or in part;
• reverse engineer, decompile, or disassemble the PRODUCT;
• create software with substantially identical functionality as the PRODUCT;
• use data generated with the PRODUCT (3D structure models, computational results) as training data for machine learning and make this machine available in whole or in part to any third party;

 

4. LICENSE TYPE

The PRODUCT OFFER specifies the license to be either COMMERCIAL, NPO or ACADEMIC.

4.1. A COMMERCIAL license allows the LICENSEE a commercial use of the PRODUCT.

4.2. A NPO license is granted to LICENSEES qualifying as non-profit (research) organization and allows for a commercial use of the PRODUCT.

4.3. An ACADEMIC license is granted to academic institutions under the following restriction of use:

• The PRODUCT may only be used in the context of the LICENSEE's strict scientific or academic educational work. Only work whose goal is advancing knowledge and technology on a non-profit basis is academic research. Any other use for or by -- including but not limited to -- private, public or governmental bodies is not allowed. In particular, any direct or indirect commercial use, such as but not limited to providing consulting services is not allowed.
• LICENSEE shall make reference to the PRODUCT and to the trademark GeoDict in all of its publications and other dissemination activities relating to the use or to the results achieved by the use of the PRODUCT.

4.4. The scope of the ACADEMIC license can be upgraded upon request to a temporary NPO LICENSE. For this period the license agreement of the NPO LICENSE applies. The cost for this upgrade is based on the difference between the NPO and the ACADEMIC LICENSE fee on a monthly basis.

 

5. SUPPORT

The PRODUCT OFFER specifies the license to contain BASIC SUPPORT or PREMIUM SUPPORT for a specified SUPPORT PERIOD.

5.1 BASIC SUPPORT includes:

• Online access to the PRODUCT DOCUMENTATION, e.g. to user guide and tutorials
• LICENSEE's users get accounts at the GeoDict forum and may post questions in the forum.
• LICENSEE may report bugs via email to support@math2market.de.

5.2 PREMIUM SUPPORT additionally includes

• Telephone support during CET business hours (9am to 5pm).
• LICENSEE may ask questions through individual emails to support@math2market.de.

 

6. LICENSE MODE

The PRODUCT OFFER specifies the license to be either NODE-LOCKED or FLOATING

6.1 A NODE-LOCKED license allows one concurrent user to use the PRODUCT on a designated computer. To enable LICENSOR to create a license file, LICENSEE has to provide the requested information about the designated computer, typically in form of a license request file (*.glr) that LICENSEE generates with a copy of GeoDict on the designated computer. LICENSEE may not use the PRODUCT on any other but the designated computer.

6.2 A FLOATING license allows one concurrent user to use the PRODUCT. The PRODUCT may be installed on an unrestricted number of computers. The floating license server can either be installed locally by LICENSEE on a designated computer or LICENSEE may use a license server provided by LICENSOR and accessed through the internet. If installed locally, LICENSEE has to provide the requested hardware information about the designated license server to enable LICENSOR to create a license file.

6.3 LICENSOR will support the transfer of a node-locked license or a floating license server to another computer, if LICENSEE demonstrates the need for such a change. Such transfer will be free of charge during the SUPPORT PERIOD. After termination of the SUPPORT PERIOD, LICENSOR will support the transfer of a node-locked license or floating license server to another computer for three (3) years. LICENSOR will charge a transfer fee for such service. The transfer of a node-locked license or floating license to another computer will not be supported if the SUPPORT PERIOD terminated more than three (3) years ago.

 

7. LICENSED USERS

The PRODUCT OFFER specifies the license to be SINGLE SITE or MULTIPLE SITES.

7.1 A SITE means LICENSEE'S physical and/or organizationally predefined location as specified in the PRODUCT OFFER.

7.2 Only users employed by LICENSEE at the specified SITE may use and access the PRODUCT.

7.3. Usage of a SINGLE SITE license is restricted to users employed at the single SITE specified in the PRODUCT OFFER. A MULTIPLE SITES license can be used by users employed at any specified SITE.

 

8. CLOUD ACCESS

The PRODUCT OFFER specifies the license to be ON PREMISES or CLOUD.

8.1 Under a ON PREMISES license, the PRODUCT may only be installed on computers in the LICENSEE'S local area network at LICENSEE's specified SITE. LICENSEE may only use and access the PRODUCT within its local area network or via a secured routing tunnel (mobile office). LICENSEE may not use the PRODUCT on any other but the LICENSEE'S hardware.

8.2 Under a CLOUD license, LICENSEE may install and use the PRODUCT locally or on any real or virtual hardware made available to them through a cloud service provider.

 

9. SERVICE PACKS

9.1 SERVICE PACKS are updates that improve on the speed, correct errors, or extend the applicability of existing functionality. They also contain general bug fixes. A SERVICE PACK is in general forward and backward compatible to the previously released SERVICE PACK.

9.2 New SERVICE PACKS are generally delivered every one (1) to three (3) months at the discretion of LICENSOR.

9.3. LICENSOR recommends that LICENSEE downloads and installs all SERVICE PACKS released for it's PRODUCT version. The delivered PRODUCT license is valid also for the subsequently released SERVICE PACKs of the same PRODUCT version.

 

10. NEW VERSIONS (UPGRADES)

10.1 A new VERSION is an upgrade that improves the functionality of the PRODUCT.A new VERSION is in general backward compatible to a previously released VERSION.

10.2 New VERSIONS are generally released once per year at the discretion of LICENSOR.

10.3 The delivered PRODUCT license is not valid for the subsequently released VERSIONS. LICENSEE may upgrade to a new VERSION and LICENSOR will send a license for the new VERSION to LICENSEE for no additional cost during the SUPPORT PERIOD specified in the PRODUCT OFFER.

10.4 After termination of the SUPPORT PERIOD, LICENSEE is no longer entitled to upgrade to new VERSIONS.

 

11. LICENSE PERIOD

The PRODUCT OFFER specifies the license period to be either PERPETUAL or TIME-LIMITED.

11.1. For a TIME-LIMITED license, the delivered PRODUCT license will be valid for the LICENSING PERIOD specified in the PRODUCT OFFER.

11.2. For a PERPETUAL license, the initially delivered PRODUCT license file will be valid for one year. LICENSOR will renew the license file annually to ensure that LICENSEE can continue to use the PRODUCT or provide a license file to LICENSEE that does not expire.

11.3 The LICENSING PERIOD may exceed the SUPPORT PERIOD. The SUPPORT PERIOD is never perpetual.

 

12. EXPIRATION

12.1 After expiration of the LICENSE PERIOD, LICENSEE can no longer use the PRODUCT.

12.2. After expiration of the SUPPORT PERIOD, LICENSEE has no access to LICENSORS support services and has no access to new VERSIONS of the PRODUCT.

12.3  If the LICENSING PERIOD is PERPETUAL, and the SUPPORT PERIOD is expired, LICENSEE may continue to use the licensed PRODUCT VERSION without access to support or new VERSIONS. LICENSOR will provide access to installation files for this PRODUCT VERSION and this operating system version for three (3) years after termination of the last SUPPORT PERIOD. LICENSOR is neither responsible and/or liable for, nor guarantees the functionality of this PRODUCT VERSION after any upgrade of the operating system version.

 

13. AUTO-RENEWAL

13.1 An automatic renewal of LICENSE PERIOD and SUPPORT PERIOD may be offered by LICENSOR in the PRODUCT OFFER. If the LICENSING PERIOD is already PERPETUAL, the AUTO-RENEWAL will only cover the SUPPORT PERIOD.

13.2 For AUTO-RENEWAL contracts, the PRODUCT OFFER specifies the MINIMUM CONTRACT DURATION.

13.3. During the MINIMUM CONTRACT DURATION, LICENSOR will offer its services at the price agreed on in the PRODUCT OFFER.

13.4. After the MINIMUM CONTRACT DURATION, the subscription shall be subject to automatic extension for one additional year periods every year unless either party shall give written notice of termination to the other not less than fifty (50) days prior to the end of the MINIMUM CONTRACT DURATION or any extension.

13.5 After the MINIMUM CONTRACT DURATION, LICENSOR may increase the subscription price. Such price increase must be communicated to LICENSEE not less than fifty (50) days before the price increase applies. Upon being notified of a price increase, LICENSEE has a right to terminate the subscription within thirty (30) days.

 

14. RIGHTS IN CASE OF DEFECTS (BUGS)

14.1 LICENSOR warrants that the PRODUCT substantially meets the functionality described in the DOCUMENTATION.

14.2 If LICENSEE observes a defect, LICENSEE notifies LICENSOR in writing with a comprehensible description of the error symptoms. The notification of the defect should enable the reproduction of the error.

14.3 Upon notification of a defect, LICENSOR will try to reproduce the error and notify LICENSEE of possible work-arounds. LICENSOR will attempt to fix the defect within a reasonable time frame. LICENSEE will be notified when the error is corrected. Upon this notice, LICENSEE has the option to immediately download a corrected version or to get the correction delivered within the next SERVICE PACK.

14.4 If the defect is not cured within a first-time limit and LICENSEE has set LICENSOR a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries or replacement services are unsuccessful, then LICENSEE may, subject to the statutory requirements at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs.

14.5 Rights in case of defects shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics or in the case of just slight impairment of use.

14.6 LICENSEE's rights in case of defects are limited to the duration of the SUPPORT PERIOD. After expiration of the SUPPORT PERIOD; LICENSEE is nevertheless still entitled to download and install SERVICE PACKS generally provided by LICENSOR.

 

15. RIGHTS IN CASE OF DEFECTS IN TITLE (INFRINGEMENT)

15.1 To the best of LICENSORS knowledge, the PRODUCT is free from the rights of third parties which prevent the use in accordance with this Agreement. If third parties are entitled to such rights and they pursue these, then LICENSOR shall do everything in its power, in order to defend the software at its own expense against the third-party rights claimed. LICENSEE shall inform LICENSOR in writing without delay of the claiming of such rights by third parties and shall give LICENSOR all powers of attorney and authorisations which are necessary in order to defend the software against the third-party rights claimed.

15.2 To the extent that there are defects in title, LICENSOR is (a) entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the PRODUCT, or (ii) remedy the enforcement of such claims, or (iii) change or replace the PRODUCT in such manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the PRODUCT, and (b) under an obligation to reimburse LICENSEE for its necessary refundable costs incurred in the enforcement of legal claims. The aforementioned entitlement under item (iii) generally applies to single features of integrated modules into the PRODUCT, unless the single feature forms an essential part of the PRODUCT for LICENSEE, which needs to be adequately demonstrated by LICENSEE. In this case, there exists a right to terminate the contract for both parties.

15.3 If an indemnification under section 15.2 fails within a reasonable time limit set by LICENSEE, the LICENSEE may, at its option and subject to statutory prerequisites, terminate the contract or reduce the purchase price and demand compensation for damages, which are limited to the license amount actually paid by LICENSEE.

 

16. LIMITED WARRANTY AND LIABILITY

16.1 LICENSOR's entire warranty and liability shall be effective for a period of one (1) year from the date of delivery of the PRODUCT and shall be, at LICENSOR's option, either return of the license fee paid or repair or replacement of the PRODUCT and DOCUMENTATION.

16.2 The above warranty and liability provisions are the only ones and there are no other warranties and/or liabilities, including but not limited to implied warranties of merchantability or fitness for a particular purpose. The warranty and liability are void if a defect results from accident, abuse or manipulation. LICENSOR shall not be liable for damages resulting from the use of or the inability to use the PRODUCT or DOCUMENTATION. LICENSOR's liability is restricted to the license amount actually paid by LICENSEE.

16.3 Notwithstanding sections 16.1 and 16.2, the liability of the LICENSOR, its legal representatives and employees resulting from breach of duty or tort is restricted to damages caused intentionally or by gross negligence. In case of infringement of obligations, which are essential for this GeoDict Software License agreement, the LICENSOR, its legal representatives and employees are also liable for slight negligence. In any case, the liability is limited by typical, foreseeable, direct damages. The liability is unrestricted for damages of the body, life or health and in cases caused intentionally or by gross negligence.

16.4 Any more extensive liability of LICENSOR is excluded on the merits.

 

17. TERMINATION

17.1 The Agreement may be terminated in writing by either party without notice for good cause. Good cause entitling the LICENSOR to terminate the Agreement shall exist in particular if the LICENSEE infringes the LICENSOR's rights of use by using the PRODUCT beyond the scope permitted under this Agreement and the PRODUCT OFFER and fails to remedy the infringement within a reasonable period of time following a warning by the LICENSOR.

17.2 In the event of termination, the LICENSEE shall cease using the PRODUCT and DOCUMENTATION and remove all installed copies of the program and/or license key(s) from its computers and, at the LICENSOR`s option, immediately return any backup copies together with the license key(s) that may have been made to the LICENSOR or destroy them.

 

18. MISCELLANEOUS

18.1 The LICENSEE may transfer claims against the LICENSOR to third parties only with the LICENSOR`s written consent.

18.2 The LICENSEE may only set off claims that are undisputed or have become res judicata.

18.3 The LICENSEE`s general terms and conditions shall not apply.

18.4 The parties are aware that the Licensed Software may be subject to export and import restrictions. In particular, there may be licensing requirements, or the use of the software or related technologies may be subject to restrictions abroad. LICENSEE shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The LICENSOR`s performance of the Agreement is subject to the provision that the performance is not prevented by any obstacles based on national and international regulations of export and import law as well as any other legal provisions.

18.5 This Software License Agreement in English is the original one. The terms of this Agreement can only be modified or amended in writing. This shall also apply to amendments of this written form requirement. In case of interpretation controversies, the terms of this Agreement shall prevail over the respective terms of any other agreements.

18.6 This Agreement is construed under the Law of the Federal Republic of Germany. Therefore, any and all controversies resulting from or out of this Agreement shall be resolved under the Law of the Federal Republic of Germany excluding the German International Private Law Rules. The application of the UN-Convention of the International Sales of Goods (CISG) is explicitly excluded. Exclusive venue of jurisdiction for both parties over all disputes under or in connection with this Agreement shall be Munich, Germany.

18.7 In case that one or several of the terms of this Agreement should be or become invalid or unenforceable, the validity of the other terms shall remain unaffected. In such a case, the parties shall be obliged to cooperate in replacing the invalid or unenforceable condition by another legally effective provision meeting the commercial purpose of the abolished provision to the greatest extent. The same applies in case of a gap of regulation.