ENDUSER LICENSE 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 LICENSE HOLDER (hereinafter "LICENSE HOLDER"), 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, LICENSE HOLDER, after installing the entire NCP software, must fill out a license agreement. After transmitting a completed license agreement, NEUGART will send an activation code to "LICENSE HOLDER" 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 LICENSE HOLDER'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 LICENSE HOLDER - provided that he will observe all provisions of this license 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. LICENSE HOLDER is not entitled to distribute licenses or sublicenses 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
LICENSE HOLDER is entitled to install the NCP software on individual computers in his business premises, such as a workstation, a terminal or another device. LICENSE HOLDER 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.
LICENSE HOLDER is responsible for installing the NCP software. The installation instructions should be followed exactly. LICENSE HOLDER is responsible for ensuring that the necessary system requirements are met. LICENSE HOLDER 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.
LICENSE HOLDER is strongly encouraged to update the NCP software regularly. Upon expiration of the contract duration, LICENSE HOLDER must delete the licensed NCP software and all copies and partial copies, including changed or edited versions, if NEUGART does not extend the license.
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 LICENSE HOLDER in this license agreement. The NCP software is licensed 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 licenSe 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 license agreement in order to adapt it to the technical and legal developments. Such changes are supplied to LICENSE HOLDER in written form at least two months before the proposed effective date. In this license agreement, LICENSE HOLDER declares that he agrees with NEUGART transmitting information by electronic means (e.g., via email). Changes can thus be proposed electronically as well. LICENSE HOLDER'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
LICENSE HOLDER 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, LICENSE HOLDER 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 LICENSE HOLDER'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 LICENSE HOLDER has asked NEUGART for the necessary information beforehand, but has not received it.
3.2 COPYRIGHT NOTICE / TRADEMARK
LICENSE HOLDER 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 license agreement if LICENSE HOLDER violates the provisions of this agreement. In this case, LICENSE HOLDER is required to delete and destroy all copies and components of the NCP software.
5. EXPORT RESTRICTIONS
LICENSE HOLDER accepts that the NCP software is subject to the export law of the Federal Republic of Germany. LICENSE HOLDER 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 LICENSE HOLDER 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 LICENSE HOLDER "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. LICENSE HOLDER 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 LICENSE HOLDER.
6.2 LICENSE HOLDER 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, LICENSE HOLDER 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 LICENSE HOLDER is aware that the current state of technology does not allow to create software which runs without error in all conceivable applications/combinations. Therefore, LICENSE HOLDER 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 license 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 license agreement (including all amendments or additional agreements included with the software) represent the entire agreement between licensee and NEUGART with regard to the software. There are no additional oral arrangements.
7.3 NON-INCORPORATION CLAUSE. The conditions of this contract apply. LICENSE HOLDER's general terms are not part of this license 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 The data protection practices of NEUGART are consistent with the EU General Data Protection Regulations (GDPR).
8.2 During the use of the NCP design software, personal data of the LICENSE HOLDER is stored insofar as is necessary for carrying out and editing this license agreement and all tasks that are carried out in this context. Personal information belonging to the license holder is not forwarded to third parties. Exceptions to this are any service partners and dealers, provided that their involvement is necessary in order to carry out queries and changes to this license agreement and all orders that are carried out connection with this.
8.3 The LICENSE HOLDER has the right to information about his stored data and the disclosure, correction, blocking or deletion thereof. The LICENSE HOLDER also has the right to complain to the data protection officer in charge at Neugart.
8.4 The LICENSE HOLDER can view detailed information about data processing at any time at https://www.neugart.com/en/footer/privacy-policy/ or contact us.
Latest version: 11.01.2019
NEUGART GmbH, Germany