ENDUSER LICENCE AGREEMENT FOR THE SOFTWARE "NEUGART CALCULATION PROGRAM - NCP"
IMPORTANT - PLEASE READ CAREFULLY: If you download the software "NEUGART CALCULATION PROGRAM - NCP", copy, install, use or disseminate it, in whole or in part, a legal agreement arises between NEUGART GmbH (hereinafter "NEUGART"), Keltenstraße 16, 77971 Kippenheim, Germany, as the licensor and yourself as the LICENCEE (hereinafter "LICENCEE"), under application of the following provisions, including restrictions on liability and other restrictions. The software "NEUGART CALCULATION PROGRAM - NCP" (hereinafter "NCP Software") comprises a computer program, connected databases, printed materials and documentation published online or in other electronic formats. If you do NOT AGREE with the provisions of this agreement, you are not entitled to download the NCP software, in whole or in part, to copy, install, use or disseminate it (hereinafter "USE").
To use the NCP software, you must enter an activation code. For this, LICENCEE, after installing the entire NCP software, must fill out a licence agreement. After transmitting a completed licence agreement, NEUGART will send an activation code to "LICENCEE" shortly. If NEUGART should find that the NCP will not be used according to these provisions, NEUGART can refuse the transmission of the activation code. If the activation of the NCP software requires the transmission of LICENCEE's personal data, they are used for activating and registering the NCP software and will not be used for any other purposes by NEUGART.
NEUGART grants LICENCEE - provided that he will observe all provisions of this licence agreement - a non-exclusive, unlimited right to USE the NCP software for the uses specified. To guarantee that the NCP software has the latest version, the contract period is one (1) year, starting from the day on which the activation code is submitted to the customer. LICENCEE is not entitled to distribute licences or sublicences to the NCP software, or to sell, lease, rent out, lend or disseminate the software in any other way to third parties.
1.3 INSTALLATION AND USE
LICENCEE is entitled to install the NCP software on individual computers in his business premises, such as a workstation, a terminal or another device. LICENCEE is entitled to make a maximum of one backup copy of the NCP software, provided that this backup copy is not installed and is used solely for archiving and backup. Creating additional copies without the express permission of NEUGART is not permitted.
LICENCEE is responsible for installing the NCP software. The installation instructions should be followed exactly. LICENCEE is responsible for ensuring that the necessary system requirements are met. LICENCEE will procure any additional software required for using the NCP software (e.g., correct operating system version, database software, etc.) at his own cost and make sure to obtain the correct, authorized version and install it in time.
LICENCEE is strongly encouraged to update the NCP software regularly. Upon expiration of the contract duration, LICENCEE must delete the licenced NCP software and all copies and partial copies, including changed or edited versions, if NEUGART does not extend the licence.
1.4 RETENTION OF TITLE
The NCP software is protected by copyrights and other laws and agreements relating to intellectual property. NEUGART holds the title, copyrights and authors' rights of use and other commercial property rights to the NCP software. NEUGART reserves all rights not expressly assigned to LICENCEE in this licence agreement. The NCP software is licenced free of charge, not sold.
1.5 NO SUPPORT
NEUGART does not guarantee any support services in connection with the NCP software.
2. VALIDITY AND CHANGE OF PROVISIONS
These provisions of the licence agreement also apply for updates or add-ons to the original NCP software provided by NEUGART, unless additional provisions are specified for the update or add-on and submitted to the customer. NEUGART reserves the right to change this licence agreement in order to adapt it to the technical and legal developments. Such changes are supplied to LICENCEE in written form at least two months before the proposed effective date. In this licence agreement, LICENCEE declares that he agrees with NEUGART transmitting information by electronic means (e.g., via email). Changes can thus be proposed electronically as well. LICENCEE's approval is considered given if he does not state his refusal in writing before the proposed effective date for the changes; the time of dispatch decides about the timeliness of the refusal. NEUGART will point out this approval period when reporting the changes.
3. LIMITATIONS ON REVERSE ENGINEERING AND MODIFICATION
3.1 MODIFICATION / REVERSE ENGINEERING
LICENCEE is not permitted to change, modify or combine the NCP software with other programs or to develop other software products based on the NCP software or parts of it. Furthermore, LICENCEE is not permitted to reverse-engineer the NCP software, to decompile or disassemble it or to attempt to find information about the source code of the NCP software in any other way. This does not affect LICENCEE's indispensable right to decompile the software, under observation of applicable law, if required to make the NCP software compatible with other software and if LICENCEE has asked NEUGART for the necessary information beforehand, but has not received it.
3.2 COPYRIGHT NOTICE / TRADEMARK. LICENCEE is not permitted to remove, change or replace copyright notes, other notes about property rights and brands/trademarks which appear in or on the NCP software without NEUGART'S express written permission.
Notwithstanding other rights, NEUGART has the right to cancel this licence agreement if LICENCEE violates the provisions of this agreement. In this case, LICENCEE is required to delete and destroy all copies and components of the NCP software.
5. EXPORT RESTRICTIONS
LICENCEE accepts that the NCP software is subject to the export law of the Federal Republic of Germany. LICENCEE agrees to observe all applicable international and national laws which apply for NCP software (particularly AWG, AWV, Dual-Use-VO, KWKG), including the US Export Administration Regulations and all end user restrictions.
6. LIMITATION OF LIABILITY / GUARANTEE
NEUGART provides the NCP software to the LICENCEE free of charge. The following rules apply for liability for defects and all other liabilities, including damages or compensation for futile expenses, regardless of the legal basis, including civil offenses:
6.1 The NCP software is provided to the LICENCEE "as seen". No special properties are guaranteed for using the NCP software. All liability for defects for use, performance and results of the NCP software is excluded. Furthermore, NEUGART takes no responsibility for the NCP software and the potential data storage being free of viruses. LICENCEE is responsible for implementing suitable means to check the NCP software for computer viruses. This does not preclude NEUGART's liability if NEUGART has fraudulently concealed a defect or an error in the NCP software from LICENCEE.
6.2 LICENCEE is aware that all information in the NCP software is non-binding customer information and is subject to constant development and regular updates. This information is not legally binding for measurements and calculations. Before using information/results listed in the NCP software as the basis for own calculations and/or purposes, LICENCEE must verify whether he has access to the latest version of the information. Therefore, NEUGART assumes no liability and provides no guarantee for the correctness of the specifications, information and achieved results.
6.3 LICENCEE is aware that the current state of technology does not allow to create software which runs without error in all conceivable applications/combinations. Therefore, LICENCEE uses the NCP software at his own risk. NEUGART excludes liability for claims of all sorts (except for claims under product liability law and claims for damage to life and limb) including damages, consecutive damages, direct or indirect damages and claims for damages from foregone profits, interruption of business, loss of commercial or other information and data, if this damage does not arise from a deliberate or grossly negligent breach of duty by NEUGART or NEUGART's legal representatives or auxiliaries. For slightly negligent breach of essential contractual duties, NEUGART's liability is limited to the foreseeable damage at the time when the contract is closed. The aforementioned limitation of liability excludes liability for damages to life and limb which arise from a deliberate or grossly negligent breach of duty by NEUGART or NEUGART's legal representatives or auxiliaries. This also excludes claims under product liability law.
7. OTHER PROVISIONS
7.1 APPLICABLE LAW / JURISDICTION
All rights and duties under this licence agreement are subject to the law of the Federal Republic of Germany; this precludes all potential references to other legal systems, including United Nations Convention for the International Sale of Goods (CISG). The jurisdiction and domicile for rights and duties arising from this contract and for any disputes arising from or in connection with the execution of the agreement, as far as legally permissible, is exclusively at the company headquarters of NEUGART.
7.2 ENTIRE CONTRACT
This licence agreement (including all amendments or additional agreements included with the software) represent the entire agreement between licencee and NEUGART with regard to the software. There are no additional oral arrangements.
7.3 NON-INCORPORATION CLAUSE
The conditions of this contract apply. LICENCEE's general terms are not part of this licence agreement. This also applies if they are not explicitly rejected.
7.4 SEVERABILITY CLAUSE
If individual provisions of this contract should be ineffective or if an essential provision should not be included, this will not affect the effectiveness of the entire contract and the contract's remaining provisions. The completely or partially ineffective provision or gap shall be replaced by a legally permissible provision which corresponds as closely as possible to the potential agreement between the two contract parties and to the purpose of this contract, assuming the parties had been aware of the ineffective provision or the gap.
8. DATA PROTECTION
8.1 NEUGART's data protection policy follows the rules of the German Federal Data Protection Act (BDSG) and the German Telemedia Act (TMG).
8.2 LICENCEE's personal data shall only be collected and used by NEUGART as far as necessary to fulfil and modify this licence agreement and all contracts completed in this respect, as required by the applicable data protection regulations. LICENCEE's personal data shall not be disclosed to third parties. This excludes possible service partners and trade partners who must be consulted in order to complete requests and modify this licence agreement and all contracts arising in this respect.
8.3 LICENCEE has a right to access and demand the correction, blocking or deletion of his saved data. Unless there are legal or contractual archiving duties or other legal reasons which prevent a deletion of the data, the data shall be blocked.
Latest version: 01.08.2012
NEUGART GmbH, Germany