The Fraunhofer Institute for Algorithms and Scientific Computing (SCAI) has developed the Software “MpCCI” (“SOFTWARE”) and has granted a distribution license to scapos AG (“SCAPOS”), so that scapos is entitled to grant licenses to you (“LICENSEE”).
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE. THIS END-USER LICENSE AGREEMENT (XXXX) IS A LEGAL AGREEMENT BETWEEN YOU, THE LICENSEE (A SINGLE PERSON, INSTITUTION, OR LEGAL ENTITY), AND SCAPOS AG, A GERMAN CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT SCHLOSS BIRLINGHOVEN, 53754 SANKT XXXXXXXX, GERMANY, FOR THE SOFTWARE YOU RECEIVE WITH THIS LICENSE, ASSOCIATED MEDIA, PRINTED MATERIAL, ELECTRONIC DOCUMENTATION OR ANY PORTION THEREOF. SCAPOS IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS XXXX. PLEASE READ THE XXXX CAREFULLY. BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THE AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT TRANSFER THE SOFTWARE TO ANY SYSTEM, RETURN ANY SOFTWARE PRODUCT MEDIA AND MATERIAL RECEIVED TO SCAPOS, AND DESTROY ANY COPIES.
In this document SOFTWARE refers to the software “MpCCI”.
The SOFTWARE shall be provided in object-code. At SCAPOS’ disposal, the SOFTWARE is either filed on a CD-ROM or will be made accessible for download from an Web – Server with restricted
user-access. The use of the SOFTWARE requires a license key, which will be provided by Licensor for each license separately after the license fee has been paid.
The SOFTWARE and the trademark “MpCCI” are owned by the Fraunhofer Institute SCAI. In order to preserve and to protect these rights under applicable laws, neither Fraunhofer SCAI nor SCAPOS sell any rights in SOFTWARE. Rather, SCAPOS grants the right to use the SOFTWARE by means of this license agreement. Fraunhofer SCAI specifically retains title and ownership to the SOFTWARE. This License is not a sale of the original SOFTWARE or any copy. No trademarks of Fraunhofer or SCAPOS are licensed under this agreement.
4. LICENSE TYPE AND LICENSE PERIOD
There are different options for licensing the SOFTWARE:
Standard License Period
Commercial License for end users
Research License for end users,
restricted use as defined in section 9.
The SOFTWARE and corresponding license keys will only be provided if an agreement on the License type, the License period (“LICENSE PERIOD”) and the License Fee has been achieved between SCAPOS and you. The terms and conditions of this License Agreement remain valid for any change of license or license renewal.
5. GRANT OF LICENSE
SCAPOS grants to LICENSEE under this Agreement for the time of the LICENSE PERIOD a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use and display this copy of SOFTWARE as designated as long as LICENSEE has paid the License Fee or License Renewal Fee and complies with the terms of this License Agreement.
6. COPY RESTRICTIONS
This SOFTWARE and the accompanying written materials are protected by copyright. Unauthorized copying of the SOFTWARE including SOFTWARE which has been merged or included with other software, or of the written materials is expressly forbidden. LICENSEE may be held legally responsible for any copyright infringement which is caused or encouraged by your failure to abide by the terms of this License. Subject to the restrictions above, LICENSEE may make one (1) copy of the SOFTWARE solely for backup purposes. LICENSEE must reproduce and include the original copyright notice on the backup copy. The electronic versions of the documentation may be printed for the sole purpose LICENSEE’s legitimate current authorized internal usage of the licensed SOFTWARE.
7. USE RESTRICTIONS
LICENSEE may not distribute copies of the SOFTWARE or accompanying written materials to any third party. LICENSEE shall not allow access to or use of the SOFTWARE by any third party.
LICENSEE may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. LICENSEE may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of SCAPOS. The SOFTWARE shall not be filed on an unprotected server.
Any use of the SOFTWARE for other business purposes of Licensee or its end users – such as but not limited to consultancy - purposes and the royalty bearing or free of charge use of the SOFTWARE for providing services to third parties – e.g. as web-service - is excluded.
8. TRANSFER RESTRICTIONS
This SOFTWARE is licensed only to LICENSEE and may not be sublicensed or transferred to anyone without the prior written consent of SCAPOS. LICENSEE shall secure that an authorized transferee – if any - of the SOFTWARE shall be bound by the terms and conditions of this License agreement and especially its Limited Warranty. In no event LICENSEE may transfer, assign, rent, lease, sell or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein.
9. USE RESTRICTIONS RESEARCH LICENSE
‘Research License’ means the right to use SOFTWARE only in the context of strict scientific or academic educational work. Any other use for or by – including but not limited to – private companies, public / governmental bodies or any third party is not allowed. Any direct or indirect commercial use, such as but not limited to providing consulting services is not allowed. Publications of results require prior written permission by SCAPOS.
10. LIMITED WARRANTY AND DISCLAIMER OF WARRANTY
The SOFTWARE and accompanying written materials (including instructions for use) are provided "as is" without warranty of any kind. Further, SCAPOS does not warrant, guarantee or make any representations regarding the use, or the results of use, of the SOFTWARE or written materials in terms of correctness, accuracy, reliability, or otherwise. The entire risk as to the results and performance of the SOFTWARE is assumed by LICENSEE. SCAPOS warrants that the SOFTWARE, when properly installed on the target computer system which meets the SOFTWARE’s system requirements, will not fail to execute their programming instructions due to defects in materials and workmanship. If SCAPOS receives notice of such defects within ninety days from the date of purchase, SCAPOS will replace the SOFTWARE.
The above is the only warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, that is made by SCAPOS on this SOFTWARE. No oral or written information or advice given by SCAPOS, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on any such information or advice. This warranty shall only be effective if the license form is signed by the LICENSEE and returned to SCAPOS.
Neither SCAPOS nor Fraunhofer SCAI nor anyone else who has been involved in the creation, production or delivery of the SOFTWARE shall be liable for any direct, indirect, consequential or
incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use such SOFTWARE even if SCAPOS has been advised of the possibility of such damages.
11. TERM AND TERMINATION
The license expires after the agreed LICENSE PERIOD if not renewed for a further LICENSE PERIOD against payment of a renewal fee to be invoiced by SCAPOS. This License will terminate automatically without notice from SCAPOS, if LICENSEE fails to comply with any provision of this License. Upon termination LICENSEE shall destroy the written materials and all copies of the SOFTWARE, if any.
12. PAYMENT TERMS AND INVOICES
LICENSEE shall pay to SCAPOS for any license of the purchased SOFTWARE a Llicense Fee in accordance with SCAPOS’s actual price listing plus transport costs for courier costs (if any).
SCAPOS is entitled to adjust the license fee for future licenses. SCAPOS will inform LICENSEE upon request on the current pricing which will be fixed for a period of two months after receipt of each request.
LICENSEE shall pay all licensing fees free of any taxes, fees and other deductions plus the legally required value added tax and withholding tax (if any) within 14 days after receipt of the invoice to SCAPOS’s account indicated in the invoice.
SCAPOS will provide LICENSEE with the corresponding number of license keys after receipt of the respective amount.
If LICENSEE fails to pay the licence or renewal fee within 4 weeks’ time, the license key will be disabled. A new license key will only be provided after prior receipt of the payment. Periods of disabled license key function do not extend the term of the LICENSE PERIOD.
13. GOVERNING LAW
This License shall be governed and construed in accordance with the laws of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Place of jurisdiction shall be Bonn, Germany.