License Agreement of
GEOSYSTEMS GmbH |
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UNLESS YOU OR THE COMPANY OR OTHER LEGAL ENTITY WHICH YOU
REPRESENT HAVE ALREADY CONCLUDED THIS LICENSE AGREEMENT
(“EULA”), THIS EULA SHALL BE FORMED BY YOUR SELECTION OF THE “I
ACCEPT” BUTTON OR BY YOU COPYING, INSTALLING, UPLOADING,
ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE. IF YOU
HAVE NOT CONCLUDED AND DO NOT AGREE TO ENTER INTO THIS
AGREEMENT, YOU DO NOT HAVE THE RIGHT TO USE OR INSTALL THE
SOFTWARE. If, IN SUCH EVENT, YOU HAVE PAID CONSIDERATION IN
RETURN FOR THIS SOFTWARE, PLEASE CONTACT THE PERSON FROM WHOM
YOU RECEIVED THIS PRODUCT FOR INSTRUCTIONS ON RETURN OF THE
UNUSED PRODUCT(S) FOR A REFUND.
1. Subject Matter of EULA
The subject matter of this EULA is the use of the computer
program of GEOSYSTEMS GmbH, Riesstraße 10, 82110 Germering,
Deutschland ("GEOSYSTEMS"), which has been delivered together
with this EULA, the user documentation as well as all other
materials related thereto (collectively referred to hereinafter
as “ Software”). The following license terms and conditions
specify the scope of Licensee’s rights to use the Software.
However, this EULA shall not exclude or limit the Software’s
protection through statutory laws or other legal terms and
conditions. |
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2. Proprietary Rights and Rights of Use
2.1 Unless agreed upon otherwise in a given case in writing,
GEOSYSTEMS grants to Licensee, subject to the terms and
conditions of this EULA, a non-exclusive and perpetual license
to use the Software to the extent it is necessary for use of the
Software in accordance with its intended purpose.
2.2 Licensee may install and concurrently operate the Software
on the number of seats as specified in the quotation or any
other document in writing. If operating the Software in a
network, Licensee shall ensure that the Software is not
concurrently used by more than the authorized number of
concurrent users.
2.3 In particular, Licensee is entitled to
(1) permanently or temporarily reproduce, for the purpose of
processing instructions and data of the Software in its
application environment, the machine readable parts of the
Software by means of loading, displaying, running, transmission
or storage, to the extent such reproduction is necessary for use
of the Software in accordance with its intended purpose, and
(2) make one back-up copy of the Software. Such back-up copy may
not be installed on another computer, unless such computer is a
partitioned drive of a server to which only the authorized user
has access. In any event, the back-up copy may not be used or
installed as long as another copy of the Software is installed
on any computer.
2.4 Licensee may not reverse engineer, decompile, or disassemble
the Software, unless such action is indispensable to obtain the
information necessary to achieve interoperability of an
independently created computer program with the Software and
such information is not readily available from GEOSYSTEMS or a
third party authorized by GEOSYSTEMS within a reasonable period
of time.
2.5 Except as permitted in Sections 2.3 and 2.4, Licensee may
not, permanently or temporarily, in electronic or other form,
reproduce, translate, adapt, or otherwise modify the Software,
unless such action is necessary for use of the Software in
accordance with its intended purpose, including for error
correction, and GEOSYSTEMS has not removed the obstacle
preventing such use within a reasonable period of time although
Licensee has given GEOSYSTEMS an opportunity to do so. Licensee
may not reproduce written documentation material which is
delivered with or as part of the Software.
2.6 In the event that Licensee purchases the Software within the
territory of the European Union, another state of the European
Economic Area or Switzerland (hereinafter referred to as
“Europe”), Licensee may transfer the Software in its entirety
within Europe subject to the following conditions:
(1) Licensee transfers an authorized copy of the Software;
(2) Licensee does not retain any copy of the Software;
(3) the recipient confirms in writing to be bound by the
provisions of this EULA; and
(4) the Software may only be transferred in its entirety as it
was received by Licensee, including, in particular, the original
media and the original user documentation.
Except as provided above, Licensee may not transfer the
Software.
2.7 Licensee may not rent, loan, lease or sublicense the
Software.
2.8 Licensee may not use the Software as an Application Service
Provider.
2.9 Licensee may not use the Software outside of Europe (as
defined in Section 2.6), unless Licensee purchases the Software
outside of Europe, in which case the Software may only be used
in the country in which Licensee purchases the Software.
2.10 Licensee may not remove any proprietary notices, serial
numbers, marks, or other legal notices from the Software.
Licensee shall exercise all reasonable efforts to ensure that
the Software is used in accordance with the provisions of this
EULA only.
2.11 Notwithstanding the terms and conditions of this EULA any
notices concerning third party software programs, which are
included in this Software, shall also apply. |
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3. Upgrades/Updates/Amendments
3.1 If the Software program delivered is labelled as an upgrade
or update (“New Version”) to software previously licensed to
Licensee (“Previous Version”), Licensee must destroy all copies
of the Previous Version, including any copies installed on
Licensee’s hard disk drive, within ten working days of
installing the New Version. GEOSYSTEMS reserves the right to
require Licensee to show satisfactory proof that the Previous
Version has been destroyed.
3.2 During the term of this EULA GEOSYSTEMS or a third party
authorized by GEOSYSTEMS may make available to Licensee
additional computer programs, which supplement or enhance the
Software. The use of such additional computer programs is
subject to the terms and conditions of this EULA. |
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4. Limitation of Liability
Except for GEOSYSTEMS’ liability in accordance with law on
product liability (Produkthaftungsgesetz) and in case of an
injury to life, body and health, GEOSYSTEMS’ liability is
restricted or excluded as follows: In case of negligence the
liability of GEOSYSTEMS towards Licensee is restricted to
reimbursement of typical, foreseeable damages. However, in case
of slight negligence (leichte Fahrlässigkeit) GEOSYSTEMS shall
only be liable for damages, if it infringed a duty the
performance of which is necessary to adequately perform this
EULA, in particular, if taking account of both Parties’
interests, a duty the performance of which is necessary to allow
an adequate use of the Software by Licensee, and in the
performance of which Licensee may trust.
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5. Intergraph Software
5.1 The Software includes software licensed from Intergraph
Corporation, having a principal place of business at 19 Interpro
Road, Madison, AL 35758, USA („Intergraph“). Those installed
software products of Intergraph origin, as well as any
associated media, printed materials, and "online" or electronic
documentation ("Intergraph Software”) are protected by copyright
laws and international copyright treaties. The Software is
licensed, not sold.
5.2. Licensee acknowledges that the Intergraph Software, or any
part thereof, or any process or service that is the direct
product of the Software is of U.S. origin. Licensee agrees to
comply with all applicable international and national laws that
apply to these products, including the U.S. Export
Administration Regulations, as well as end-user, end-use and
destination restrictions and embargoes issued by U.S. and other
governments having jurisdiction.
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6. Severability
If any provision of this EULA is or will be found invalid or
unenforceable, that provision will be enforced to the maximum
extent permissible, and the other provisions of this EULA will
remain in full force.
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7. Applicable Law; Venue
This EULA shall be governed by the laws of Germany with the
exception of its conflict of laws rules which would lead to the
application of another law. The rights and obligations of the
Parties under this Agreement shall not be governed by the UN
Convention on contracts for the International Sale of Goods. All
disputes arising hereunder which cannot be settled amicably by
the Parties shall be submitted to the courts of Munich, Germany.
However, GEOSYSTEMS may also file an action at any other
statutory venue.
May 2012 |
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