BS Contact 7.2

EULA - End User License Agreement

License Agreement BS Contact_date
Date
SOFTWARE LICENSE AGREEMENT
(including Schedule)
between
Customer
Name and Address
Contact : e-mail address
- hereinafter referred to as Licensee -
and
Bitmanagement Software GmbH
Oberlandstr. 26
82335 Berg
Germany
Contact : sales@bitmanagement.de
- hereinafter referred to as Licensor -
License Agreement BS Contact, dated date
between Customer and Bitmanagement Software GmbH
1
1 Subject Matter
Licensor grants Licensee the following usage rights in the software and the documentation pertaining
thereto (hereinafter referred to as Product(s)) as listed in the Schedule hereto.
2 License
2.1 Licensor grants Licensee a non-exclusive and non-transferable right to use the Products for
the purpose described in the respective Schedule. Licensee will only make the intended use of the
Products and will not independently alter these Products. In particular, Licensee will not arrange or
otherwise alter the Products or independently perform error corrections to the Products or to rent the
Product.
2.2 The source code of the Product is protected by copyright and constitutes a business secret of
the Licensor. Licensee is not entitled to decompile, alter reverse assemble or otherwise reverse
engineer the Products. A decompilation to provide for the interoperability of the Products with
independently created computer programs requires prior written consent of the Licensor. Lecensee
agrees not to re-market, assign, sublicense, transfer, pledge, lease, publish, rent or share Licensee`s
rights with any third party without the prior written consent of the Licensor.
2.3 If not otherwise mentioned in the respective Schedule, this Agreement does not grant any
rights in future enhancements or updates of the Products or in future documentation. Licensor can
offer enhancements and updates of the Products and the relevant documentation as they become
available from time to time at the then relevant price. Licensee is under no obligation to accept these
enhancements or updates.
2.4 The right to use the Products is granted under the reservation that the Licensee loses all
rights under this Agreement if it violates a major obligation under this Agreement. A major obligation
includes in particular the payment of license fees and the observance of the limits of the grant of
rights in accordance with Section 2.1. In this case, Licensee shall destroy all copies of the Products
without undue delay or shall return them to the Licensor upon request of the Licensor.
2.5 During normal business hours, Licensor is entitled to verify by itself or by a third party which is
bound by a professional secrecy obligation, the contractual use of the granted rights. Such audit will
occur only with a five business days prior notice by the Licensor.
2.6 Licensee verifies and is responsible that his offer and/or sale of a product or an application of
Licensee using the Product(s) of Licensor is not in conflict with any third parties rights.
3. Delivery
3.1 Unless an alternative way of delivery is provided for in the respective Schedule the Product
will be deemed to be delivered upon delivery of the respective download and/or access information
and/or license key and/or notice by the Licensor, that a specific IP-address or web-address ("url") or
computername or CD ROM/DVD-data or application according to the information given by the
Licensee in the respective Schedule has been enabled for the product by the Licensor.
3.2 Licensor will confirm delivery date in writing per fax or e-mail.
3.3 In case of force majeure, other unforeseeable circumstances and other circumstances not
caused by someones negligence will prolong delivery delays to a reasonable extent and at least for
the time of the duration of the circumstances causing the force majeure event. If the force majeure
event lasts for a period of more than one month, then Licensor and Licensee are each entitled to
License Agreement BS Contact, dated date
between Customer and Bitmanagement Software GmbH
2
rescind the Agreement provided that it cannot reasonably be expected to await the further
developments. Any failure by any third party in respect of the download or e-mail process e.g. failure
by internet provider will be seen as an event of force majeure.
3.4 If after entering into the Agreement a material deterioration in the financial position of
Licensee occurs or if after the signing of the Agreement the Licensor obtains knowledge of facts
pertaining to the credit worthiness or the inability to make payments of the Licensee whereby
Licensors claim for consideration is endangered, he may refuse to perform under this Agreement until
the counter performance is made or security is given for it. Furthermore, Licensor is entitled to rescind
the Agreement and to request damage compensation for non-performance insofar as Licensee does
not exercise counter performance or does not provide security for it.
4. Prices, Payment Terms, Change of Risk
4.1 The prices and the terms of payment listed in the respective Schedule shall apply. All prices
are quoted excluding value added tax and excluding all other taxes, duties, additional fees by third
parties and alike. Applicable costs of transportation are not included.
4.2 If delivery is made over the internet then the risk of loss will be borne by Licensee after
Licensor has provided the corresponding download or access information to Licensee and Licensor
has made every effort on his part to make the download possible for the Licensee. In case of delivery
by a shipping agent the risk of loss shall be borne by Licensee upon delivery of the Products to the
shipping agent.
4.3 Payment will be deemed to be received after full receipt of the price agreed in the respective
Schedule on the account of Licensor without any restriction. Account information will be stated by the
Licensor in the invoice.
4.4 If Licensee is in default with payment for more then 30 calender days, then a default interest
in the amount of 8 % p.a. shall be payable. The right to claim further damages is hereby reserved.
4.5 Licensee may exercise a right of retention or rights to set off only on the basis of
counterclaims which are either undisputed by Licensor or which are finally adjudicated.
5. Warranty/Disclaimer
The Products are provided by the Licensor as is without warranty of any kind and any express or
implied warranties, including, but not limited to the implied warranties of merchantability, fitness for a
particular purpose and non-infringement are disclaimed. No warranty for any problem arising out of a
download and/or use of the Products can be undertaken. Subject to regulatory and any other
obligations and liabilities which are not permitted to be excluded, under no circumstances shall the
Licensor or affiliated parties be liable to you or any third party for any special, punitive, incidental
indirect or consequential damage. Any additional fee by third parties that might occur for download or
usage of the Products has to be born by the party downloading or using the Products.
6. Reservation of Title
Licensor hereby reserves all rights pertaining to the grant of right to use the Products or pertaining to
the title in the physical parts of the Products delivered until complete performance of all claims
existing upon delivery or claims coming into existence against Licensee. In case Licensee is
responsible for the delay in the payment and the Products are either taken back or seized, this act
may not be interpreted as a rescission of the contract. The applications of the provisions of the
German Consumer Credit Act remain unaffected.
License Agreement BS Contact, dated date
between Customer and Bitmanagement Software GmbH
3
7. Confidentiality
Licensee shall keep confidential and treat in accordance to the statutory provisions pertaining to
business secrets all information pertaining to the Product and provided by Licensor as marked
confidential.
8. Liability
8.1 Licensor shall be liable for any damage to Licensee only insofar as it has been caused by
willful or grossly negligent act of Licensor or its agents. In addition, Licensor shall be responsible for
any damage that has been caused by Licensor or by Licensors executive officers due to the breach
of material contractual duty. In the latter case, Licensor shall be liable only up to the amount of the
typically foreseeable damage and to the contract price.
8.2 This limitation of liability shall apply to all damage claims irrespective of their legal basis and
in particular with regard to any precontractual or ancillary contractual claims. It shall not, however,
apply to any mandatory liability under the German Product Liability Act or to any damage that is
caused by the breach of an express warranty to the extent the express warranty was intended to
protect the Licensee against this specific damage caused.
9. Miscellaneous
9.1 If any provision of this Agreement is or will be held invalid or if this Agreement is incomplete,
the parties to the Agreement shall substitute any invalid provision or any incompleteness of the
Agreement by a provision which comes as close as possible to the economic intend of the present
Agreement. The validity of the remaining provisions will remain unaffected by the invalidity of
individual provisions. To the extent that terms or conditions set forth in any of the Schedule(s)
contradict the terms or conditions set forth in this Agreement, the respective terms and conditions in
the Schedule(s) govern and supersede this Agreement.
9.2 Licensee is not entitled to assign any claims based in this Agreement with the Licensor to any
third party.
9.3 This Agreement including its respective Schedule(s) constitutes the entire agreement
between the parties and it supersedes any prior written or oral agreement and all other
communications between the parties relating to the subject matter of this agreement. Any amendment
or supplement of the Agreement entered into between Licensor and Licensee must be in writing.
9.4 The entire legal relation between Licensor and Licensee is subject to German law excluding
the United Nations Convention on the International Sale of Goods (CISG).
9.5 Insofar as the Licensee is a merchant under German law, the exclusive venue for all disputes
arising from this legal relation between Licensor and Licensee is Munich, Germany. Licensor is,
however, entitled to sue Licensee at any other statutory venue.
Berg, _____________________ Place/Date: _____________, _________________
Bitmanagement Software GmbH Customer
By: ______________________ By: _______________
Peter Schickel
CEO ...
(authorized signature)
Schedule to Agreement BS SDK, dated date
between Customer and Bitmanagement Software GmbH
Schedule
I
1 Schedule
This Schedule is based on the License Agreement BS SDK between Customer and
Bitmanagement Software GmbH dated date.
2 Products
3 Purpose of Use
BS Contact will be enabled by the Licensor for one PC with
computername (to be mutually agreed upon)
BS Contact is appropriate for visualisation of 3D models based on VRML or X3D.
4 Delivery
The Products will be delivered by download from the Internet or by supply via e-mail.
5 Fees
One-time fee as follows:
BS Contact 1 PC-License 300 EUR/License 300 EUR
Total Fee 300.00 EUR
The Licensee shall pay to the licensor the total license fee after signing of the contract and
receiving the respective invoice. The respective download or access information or license
key will be transferred upon receipt of the funds.
All prices are quoted excluding value added tax and excluding all other taxes, duties and
alike. In case VAT, other taxes, duties or alike has to be paid by the Licensor in connection
with this agreement, these fees will be born by the Licensee in addition.
6 New Software
Licensee shall not have the right to modify the Products but shall have the right to create new
software and graphics (the New Software) based on the Developer Software for use in
connection with the Products.
No. Product Version
1
BS Contact
One PC license
Actual
Schedule to Agreement BS SDK, dated date
between Customer and Bitmanagement Software GmbH
Schedule
II
All uses of the New Software shall be subject to the provisions of this Agreement and shall
not affect Licensors ownership of the Software. However Licensee shall be owner of any New
Software which Licensee can show through contemporaneous tangible evidence to be a work
independently created by Licensee without use of inclusion or any portion of the Products.
Licensee shall notify Licensor upon learning of any threatened or asserted claim that any New
Software or the work of any third party used by Licensee in connection with the Products
infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights
of any third party. Licensee shall protect, defend, indemnify and hold Licensor harmless from
any and all such claims including reasonable costs and attorneys' fees.