END USER LICENSE AGREEMENT (EULA) FOR ELOoffice 11

PLEASE READ THROUGH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION OF THE PROGRAM:

The ELO DIGITAL OFFICE GMBH END-USER LICENSE AGREEMENT (EULA) IS A LEGALLY VALID CONTRACT BETWEEN YOU (EITHER A NATURAL OR A LEGAL PERSON) – REFERRED TO AS "LICENSEE" IN THE FOLLOWING - AND ELO DIGITAL OFFICE GMBH – REFERRED TO AS "LICENSOR" IN THE FOLLOWING - FOR THE SOFTWARE PRODUCTS AND ANY ASSOCIATED SOFTWARE COMPONENTS, MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION OF ELO DIGITAL OFFICE GMBH. THIS LICENSE AGREEMENT IS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND ELO DIGITAL OFFICE GMBH AND SUPERSEDES ALL EARLIER CONTRACTS, ASSIGNMENTS OR AGREEMENTS BETWEEN THE PARTIES. THERE MAY BE A SUPPLEMENTARY AGREEMENT OR AN ADDENDUM TO THIS EULA THAT APPLIES TO THE SOFTWARE.

BY INSTALLING, USING, COPYING OR OTHERWISE USING THE SOFTWARE PRODUCTS OF ELO® DIGITAL OFFICE GMBH, YOU, THE PURCHASER, AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL OR USE ELOOFFICE 11.

ELOOFFICE 11 AND THE CORRESPONDING WRITTEN MATERIALS ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT AGREEMENTS AS WELL AS OTHER LAWS CONCERNING INTELLECTUAL PROPERTY AND AGREEMENTS. COPYRIGHT NOTICES, SERIAL NUMBERS AND OTHER MARKS USED TO IDENTIFY THE PROGRAM MUST ON NO ACCOUNT BE REMOVED OR MODIFIED.

 

1. Object of this Agreement

The object of the Agreement is the computer program, the program specification, operating instructions and other associated material. The Licensor warns that it is impossible to manufacture computer software so that it functions perfectly in all applications and with all hardware combinations, given the current state of technology. Therefore, the object of this Agreement is only software which is fundamentally usable as described in the program specification and operating instructions.

2. Rights of Licensee

By purchasing this product, the Licensee is only granted the right to use the purchased software as per section 4. This purchase does not convey any rights to the software itself. The Licensor reserves all rights to publish, reproduce, change and use this software.

3. Retention of title

The software as provided, the program specification, operating instructions and other associated material remain the property of the Licensor until all demands by the Licensor arising from the business relationship have been paid in full by the Licensee.

4. Granting of license

(1) On condition that all provisions of this EULA are observed, the Licensor grants a personal, non-exclusive license to install and use the software. The software may be installed and used on an unlimited number of computers as long as only the Licensee uses the software.

(2) The Licensor grants the right to install and use copies of ELOoffice 11 on devices on which a properly licensed copy of the operating system for which ELOoffice 11 was developed is installed. The software may not be saved or used on more than one hardware system, except where expressly permitted by the Licensor. The Licensee may make copies of ELOoffice 11 that are required for private backups and filing.

(3) Using the software on a network or any other multi-user computer system is not permitted where this allows the program to be used concurrently at more than one workstation. If a user wishes to use the software within a network or other multi-user system, this user must purchase an appropriate number of additional licenses for the other workstations connected to the network system. A license must be purchased and installed on every workstation that gives access to the ELO® repository server. Simply owning a number of licenses corresponding to the number of users working concurrently is not sufficient. Using the software in such a network or multi-user system is only permitted after the required extra licensing fees have been paid in full.

5. Decompiling and program modification

(1) Back-translating the program code into another format (decompiling) and other forms of reverse-engineering the different stages of manufacture of the software are not permitted.

(2) Removing the copy protection or any similar protection mechanisms is absolutely prohibited. The Licensee may only bypass these copy-protection mechanisms if they are interfering with or preventing error-free use of the program and where the Licensor, despite a request from the Licensee to remove this hindrance, has not responded within a reasonable time. The Licensee must prove that its use of the product is impaired or hindered by such a protection mechanism.

(3) Program modifications that go beyond the scope of paragraph 2, particularly for the purposes of debugging, or increasing the functionality of the program, are only permitted for personal use of the changed program. Personal use as defined here particularly covers private use by the Licensee. Personal use also includes professional or commercial use, where it is used only by the Licensee or its employees and is not used commercially externally in any form.

(4) These actions as described in the previous paragraph may only be ceded to commercial third parties that may be in competition with the Licensor if the Licensor is unwilling to make such changes to the program upon payment of an appropriate fee. The Licensee must allow sufficient time for review and acceptance of such a request.

6. Transfer of usage rights

(1) The Licensee may transfer ownership of the software including the user manual and all other accompanying material to a third party, as long as this does not constitute for-profit rental or leasing and the third party agrees to be bound by the present terms and conditions. The original license package structure must be maintained, and existing license packages must not be split up and sold as a single license or with another package structure. The original Licensee must hand over all copies of the program including any backup copies, or destroy those copies not handed over. The original Licensee has no right to use the program for as long as the software is transferred to a third party. Renting for commercial purposes or leasing are not permitted.

(2) The Licensee must carefully retain these terms and conditions. Before transferring the software, these conditions must be presented to the new Licensee. If the original Licensee no longer possesses the terms and conditions at the time of this transfer, a replacement copy must be requested from the Licensor. The Licensee shall bear the costs of mailing.

(3) The Licensee may not hand over the software to a third party when there is good reason to believe that the third party will not adhere to the terms and conditions, particularly with regard to making unauthorized copies.

7. Reproduction rights

(1) All titles, including those not subject to copyright law, in and to ELOoffice 11 and all copies thereof belong to the Licensor or its suppliers. All titles and rights to the intellectual property in and to the content that can be created using ELOoffice 11 are the property of the respective owner and can become intellectual property through applicable copyright laws and other laws and protected by contracts. This EULA does not grant you any rights to use such content. The Licensor retains all rights not expressly granted under this EULA.

(2) The Licensee may make copies of the provided program if these copies are required to use the program. These necessary copies include installing the program on the main server for the hardware to be used and loading the program to internal memory.

(3) The Licensee may also make additional copies for backup purposes. However, only one backup copy may be made and stored at any time.

(4) The Licensee is not permitted to make any further copies, including printing the program code or photocopying the manual.

8. Duration of the Agreement

The Agreement is valid indefinitely. If the Licensee breaches any provision of this Agreement, the right to use the purchased program shall be terminated without notice. The Licensee is obligated to destroy the program and all copies thereof, including any altered versions, and any written material upon termination of this Agreement. Regardless of all other rights, the Licensor shall be entitled to terminate this License Agreement if you violate the terms of this EULA. In such a case, you must erase all copies of ELOoffice 11 in your possession.

9. Compensation for breach of contract

The Licensor expressly declares that the Licensee shall be liable for all losses incurred by the Licensor arising from copyright infringements by the Licensee in breach of this Agreement.

10. Modifications and updates

The Licensor is entitled to create updates to the program at its discretion. The Licensor has no obligation to make updates available to the Licensees who have not signed the registration card and returned it to the Licensor and have not paid the update fee.

11. Warranty, duty to examine and to give notice of defects

(1) The Licensor guarantees that the program as sold and as described to the purchaser is usable under the usual conditions of operation and maintenance and has the functionality claimed for a period of twelve months from the date of delivery. A negligible reduction in usability shall be disregarded. Claims in regard to defects in the software must be raised with the vendor supplying the software. For private purchase as defined by the German Civil Code, the warranty period is two years from the date of delivery.

(2) If a program package is shown to be unusable within a six-month warranty period starting from the date of delivery of the program package to the customer, the Licensor will take back the program package supplied and replace it with an equivalent new program package. If this is also shown to be unusable, and if the Licensor is unable to establish usability at reasonable cost and within a reasonable time, the Licensee shall be entitled to a discount or shall be entitled to return the program package and to receive a full refund.

(3) There is no further obligation under the provisions of this warranty. In particular, there is no guarantee that the program package will meet specific requirements of the customer or those of its users. The Licensee bears sole responsibility for the selection, installation and use of the software, and for the intended results. Furthermore, there is not any warranty for modified or edited versions of the program, where it can be shown that defects are connected with the aforementioned modifications and alterations.

(4) The Licensee is required to inspect the software for obvious defects that would be immediately evident to an average customer. Obvious defects, particularly missing manuals, must be reported to the supplier in writing within two weeks. Defects, particularly their symptoms, must be described in as much detail as possible (e.g. details of error messages).

(5) Defects that are not obvious must be reported to the supplier within two weeks of detection by the Licensee.

(6) If the provisions of the duty to examine and to give notice of defects are not met, the software shall be considered to be accepted with due consideration for the respective defect.

(7) The Licensor assumes neither warranty nor liability for the correctness or completeness of the information, texts, graphics, links or other content contained in ELOoffice 11 nor warranty with regard to transmission of computer viruses, worms, Trojans or other such computer programs. Forwarding any warranty or guarantee to users or third parties is expressly refused.

(8) It is expressly stated that every user is personally responsible for, and must make provision for, proper backup of all data saved in the program. The Licensor offers no guarantee and accepts no responsibility whatsoever for loss of data in the event of an error.

12. Liability

(1) The Licensor shall be liable for damages for which it is responsible up to the purchase price. The Licensor accepts unlimited liability for damages resulting from defects of title and the failure to provide the warranted characteristics. Liability for neglect of duty shall be limited to five times the purchase price and to the losses that would typically be expected in relation to a software license. Otherwise, the Licensor accepts unlimited liability only for intent and gross negligence, including that of its legal representatives and executives. Where others performing an obligation for which the Licensor is principally liable are at fault, the Licensor is only liable for neglect of duty as defined above.

(2) For ordinary negligence, the Licensor shall be liable only where it has neglected an obligation that is central to achieving the purpose of the Agreement (material obligation). If the material obligation is not fulfilled, limited liability for neglect of duty in accordance with paragraph 1 of this liability clause shall apply accordingly.

(3) Liability for loss of data is limited to the typical cost of recovery that would have been incurred had regular data backups been made corresponding to the level of risk. We do not accept liability for consequential losses caused by a defect not covered by insurance or for loss of profit, unrealized savings or other indirect losses.

(4) The Licensor shall not be liable for any indirect or direct damages that result from faulty configuration of the system environment, the operating system or the purchase of the Licensor's software as sold. Similarly, the Licensor does accept any liability for such damages as may result from faulty or unapproved scripts, from other faulty or unapproved program updates or upgrades produced or commissioned by the Licensee, or from faulty or unapproved interface programming.

(5) Liability under section 14 of the German Product Liability Act (ProdHG) is not affected.

13. Obligation of confidentiality and duty of care

Both parties to the Agreement shall not divulge any trade or business secrets, data or documents that they become aware of through their business relationship either during or after the term of the Agreement. Trade and business secrets include the names of the license holder's clients and the agreed terms and conditions of sale. Both parties to the Agreement shall not divulge any trade or business secrets, data or documents that they become aware of through their business relationship either during or after the term of the Agreement.

14. Place of jurisdiction

Commercial relations with the Licensee are governed exclusively by the laws of the Federal Republic of Germany with exclusion of the UN Convention on Contracts for the International Sale of Goods. Where this law refers to foreign legal systems, these references are invalid. The place of jurisdiction for any disputes arising from this Agreement and any agreements derived from it is Stuttgart.

    
15. Severability clause

If individual provisions of this Agreement are or become completely or partially invalid, the validity or enforceability of the remaining provisions shall remain unaffected. In the event that a provision of this Agreement becomes invalid or unenforceable, said provision shall be replaced by a valid and enforceable one which most closely approximates the economic intent of the parties. The above provisions shall apply correspondingly to any gaps in the Agreement.