SOFTWARE LICENSE AGREEMENT
THIS IS A SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") BETWEEN YOU
(EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND IGS EDV-SYSTEME ("IGS EDV-SYSTEME")
FOR THE
IGS EDV-SYSTEME SOFTWARE PRODUCT ACCOMPANYING THIS LICENSE AGREEMENT,
WHICH INCLUDE(S) COMPUTER SOFTWARE AND MAY INCLUDE "ONLINE" OR ELECTRONIC
DOCUMENTATION, ASSOCIATED MEDIA, AND PRINTED MATERIALS ("SOFTWARE PRODUCT").
BY CLICKING ON THE "YES" BUTTON BELOW AND INSTALLING THE SOFTWARE, OR BY
COPYING OR OTHERWISE USING THE SOFTWARE PRODUCT OR ANY UPDATES (AS
DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE
AGREEMENT, CLICK THE "NO" BUTTON AND DO NOT INSTALL, COPY, OR OTHERWISE USE
THE SOFTWARE PRODUCT; IN ADDITION, BY INSTALLING, COPYING, OR OTHERWISE USING
ANY UPDATES OR OTHER COMPONENTS OF THE SOFTWARE PRODUCT THAT YOU RECEIVE
SEPARATELY AS PART OF THE SOFTWARE PRODUCT ("UPDATES"), YOU AGREE TO BE
BOUND BY ANY ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES. IF YOU
DO NOT AGREE TO THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES,
YOU MAY NOT INSTALL, COPY OR OTHER WISE USE SUCH UPDATES.
1. GRANT OF LIMITED LICENSE: IGS EDV-SYSTEME grants Customer a personal, nonexclusive,
non-transferable, single user license to install one copy of the SOFTWARE PRODUCT specified on
the Product label on the cover of the box (the "Label") in machine-readable form only. Each such
license is granted in consideration for Customer's payment of the license fees set forth on the
purchase order (or other purchase document accepted by IGS EDV-SYSTEME) and for the other
commitments of Customer set forth in this Agreement. Certain other terms regarding the use of
specific SOFTWARE PRODUCTS are set forth under subsection (a) below.
(a) Unauthorized Use: Customer may not sublicense the rights granted herein. Customer may not
reverse engineer, disassemble, or decompile the SOFTWARE PRODUCT, except to the extent
required to obtain interoperability with other independently created software programs to the extent
expressly permitted by applicable law, and then only after Customer has notified IGS
EDV-SYSTEME in writing of its intended activities. Customer may not use the SOFTWARE
PRODUCT for commercial time-sharing or service bureau use, or otherwise rent, lease, or lend the
SOFTWARE PRODUCT. Customer's aggregate right to use the Products is limited to the number of
copies listed on the Label. Customer's rights in the SOFTWARE PRODUCT are limited to those
specifically granted in this LICENSE AGREEMENT for the particular SOFTWARE PRODUCT
specified on the Label. Customer may transfer the SOFTWARE PRODUCT on a permanent basis
only to another party within the country or territory in which Customer takes initial delivery of the
SOFTWARE PRODUCT, provided that such party agrees to the terms and conditions of this
LICENSE AGREEMENT and Customer destroys any and all copies of the SOFTWARE PRODUCT in
its possession.
2. UPDATES AND EXTRA COPIES: In the event the Label indicates Update, Customer will replace
its existing copies of the SOFTWARE PRODUCT with such Update copies and will destroy any and
all copies so replaced. The package may contain multiple copies of the SOFTWARE PRODUCT
(e.g. multiple media, versions running on multiple operating environments, etc.). These multiple
copies or versions are for Customer's convenience only and do not increase the number of copies
licensed to Customer.
3. NO TECHNICAL SUPPORT: IGS EDV-SYSTEME is not obligated to provide technical support,
phone support, updates or upgrades to Customer for the SOFTWARE PRODUCT licensed under this
LICENSE AGREEMENT.
4. LICENSE FEES: All payments are immediately due and payable to IGS EDV-SYSTEME and,
subject to credit availability at IGS EDV-SYSTEME's sole discretion, will be paid by Customer no
later than net thirty (30) days from IGS EDV-SYSTEME's invoice date. All payments are irrevocable,
noncontingent, and nonrefundable. IGS EDV-Systeme may revoke any license granted and require
the return or destruction of any SOFTWARE PRODUCT delivered if Customer fails to pay the license
fee for such product by the due date specified herein.
5. THIRD PARTY PRODUCTS: This package may contain evaluation or trial copies of software
products made available from third parties, which are not a part of the IGS EDV-SYSTEME
SOFTWARE PRODUCT. Such products are subject to the license agreement between Customer
and such third party. IGS EDV-SYSTEME HEREBY DISCLAIMS ANY AND ALL WARRANTIES
REGARDING THE PERFORMANCE, USE OR QUALITY OF SUCH THIRD PARTY SOFTWARE
PRODUCTS AND THE INCLUSION OF SUCH PRODUCTS IN THIS PACKAGE SHALL NOT BE
DEEMED AN ENDORSEMENT OF SUCH PRODUCTS BY IGS EDV-SYSTEME.
6. TAXES AND SHIPPING CHARGES: Customer will pay all taxes (including without limitation sales,
use, and value added taxes), duties, import, customs and export fees (including without limitation any
withholding taxes imposed by any government entity), and any other charges or assessments
established by any governmental agency, except taxes imposed on IGS EDV-SYSTEME based on
its net income. All prices for any SOFTWARE PRODUCT will be F.O.B. point of origin and Customer
will reimburse IGS EDV-SYSTEME for any shipping expenses incurred under this LICENSE
AGREEMENT.
7. RECORDS AND REVIEW: Customer will keep accurate and detailed records necessary to verify
compliance with the licensing and payment terms of this LICENSE AGREEMENT. Customer will,
with reasonable advance notice, make such records available to IGS EDV-SYSTEME for inspection
and copying during normal business hours and permit IGS EDV-SYSTEME to audit Customer's use
of the SOFTWARE PRODUCT. If an inspection or audit reveals that Customer has underpaid fees to
IGS EDV-Systeme, Customer will promptly pay such fees plus interest on the late payment at one
(1%) per month.
8. OWNERSHIP OF THE SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not
sold and is protected by national copyright laws and international copyright treaties. The source
code of the SOFTWARE PRODUCT is protected as a trade secret. Customer may not delete or
obscure any proprietary or confidentiality legends on the SOFTWARE PRODUCT. IGS
EDV-SYSTEME and/or its licensors retain all proprietary rights in or related to the SOFTWARE
PRODUCT, including any sample applications made available by IGS EDV-SYSTEME for illustrative
or demonstration purposes. Customer is granted the limited rights specified in this LICENSE
AGREEMENT only with respect to the object code version of the SOFTWARE PRODUCT, unless
IGS EDV-Systeme makes the SOFTWARE PRODUCT available to in source code form under a
separate written license.
9. IGS EDV-SYSTEME'S RESERVATION OF RIGHTS AND REMEDIES: In addition to any specific
right or remedy provided for in this LICENSE AGREEMENT, IGS EDV-SYSTEME reserves all other
rights and remedies available at law or equity.
10. LIMITED WARRANTY:
(a) Limited Warranty: IGS EDV-SYSTEME warrants to Customer that the SOFTWARE PRODUCT,
as delivered, will perform substantially in accordance with the accompanying technical user
documentation for a period of ninety (90) days from date of original delivery to Customer.
(b) Customer Remedies: IGS EDV-SYSTEME's entire liability and Customer's exclusive remedy
shall be, at IGS EDV-SYSTEME's option, either (a) return of the price paid, if any, or (b) repair or
replacement of the SOFTWARE PRODUCT that does not meet IGS EDV-Systeme's Limited
Warranty and that is returned to IGS EDV-SYSTEME with a copy of Customer's receipt. This
Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse,
modification, or misapplication, or Customer's failure to install and use any Update that IGS
EDV-SYSTEME may have provided to Customer. Any replacement SOFTWARE PRODUCT will be
warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
Outside Germany, neither of these remedies are available without proof of purchase from an
authorized international source.
(c) NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IGS EDV-SYSTEME AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND
CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT,
AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. IGS EDV-SYSTEME
WILL NOT BE LIABLE OR IN ANY WAY RESPONSIBLE FOR THE COMMERCIAL SUCCESS OF
THE APPLICATION OR OF ANY ENHANCEMENT THEREOF. THIS LIMITED WARRANTY GIVES
CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHERS, WHICH VARY FROM
STATE / JURISDICTION TO STATE / JURISDICTION.
11. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL IGS EDV-SYSTEME OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE
FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF IGS EDV-SYSTEME HAS BEEN
ADVISED OF THE POSSIBILITY OR SUCH DAMAGES. IN ANY CASE, IGS EDV-SYSTEME'S
ENTIRE LIABILITY UNDER THE PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED
TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE
PRODUCT OR U.S. $5.00. BECAUSE SOME STATES / JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12. INDEMNITY: Customer will indemnify, defend, and hold IGS EDV-SYSTEME harmless from and
against any claims or lawsuits, including without limitation reasonable attorneys' fees, that arise out
of or relate to the use, sale, or distribution of the Application or the SOFTWARE PRODUCT by
Customer or by any third party who receives the SOFTWARE PRODUCT directly or indirectly from
Customer.
13. TERM AND TERMINATION: This LICENSE AGREEMENT will continue in force and effect unless
and until sooner terminated pursuant to the terms hereof. Without prejudice to any other rights, IGS
EDV-SYSTEME may terminate this LICENSE AGREEMENT if Customer fails to comply with any of
the terms and conditions of this LICENSE AGREEMENT. Termination of this LICENSE
AGREEMENT will not entitle Customer to any refund or discharge Customer of payment obligations
accrued as of the date of termination, even if such obligation is payable after the termination date. In
the event that this LICENSE AGREEMENT is terminated, Customer will destroy the SOFTWARE
PRODUCT, together with all copies, modifications, and merged portions in any form, including but not
limited to the Runtime Programs, and furnish an affidavit of destruction to IGS EDV-SYSTEME. The
following provisions will survive any termination of this LICENSE AGREEMENT: 1(a), 5 through 16,
and any other provision whose continuance is necessary to achieve its essential purpose.
14. CONFIDENTIALITY: During the term of this LICENSE AGREEMENT and thereafter, Customer
agrees to regard as confidential and will retain in strict confidence all IGS EDV-SYSTEME
Confidential Information. "Confidential Information" means information regarding IGS
EDV-SYSTEME's business and business activities, financial information, and clients. Confidential
Information includes information, whether in tangible and/or intangible form (whether or not marked as
confidential) that may be obtained from any source as a result of this LICENSE AGREEMENT;
provided, however, Confidential Information shall not include information (i) which is, or becomes,
publicly available without fault on its part, (ii) which is disclosed by the disclosing party to unaffiliated
third parties without similar restrictions, (iii) after three (3) years from the date of first disclosure, so
long as such information does not constitute a trade secret, (iv) which is disclosed to the receiving
party by a third party which the receiving party does not know (or have reason to know) is under a
duty to the disclosing party, (v) which is independently developed by the receiving party, or (vi)
provided the disclosing party is given prompt notice and opportunity to intervene, which is disclosed
pursuant to the order of lawful authority. Customer may not disclose the results of
performance/benchmark tests run on the SOFTWARE PRODUCT without the prior written consent of
IGS EDV-SYSTEME.
15. DISPUTES: The United Nations Convention on Contracts for the International Sale of Goods will
not apply to this Agreement.
16. MISCELLANEOUS: The terms of this LICENSE AGREEMENT may not be amended or modified
except in a writing executed by an authorized representative of each party. In the event that any
provision of this LICENSE AGREEMENT is held to be invalid or is waived, all other provisions of this
LICENSE AGREEMENT will be deemed severable and enforced. Customer may not assign, transfer,
or delegate any of its rights or duties under this LICENSE AGREEMENT, including without limitation
through merger or acquisition, without the prior written consent of IGS EDV-SYSTEME. IGS
EDV-Systeme may refer to the relationship set forth in this LICENSE AGREEMENT in marketing and
sales materials.
17. ENTIRE AGREEMENT: This LICENSE AGREEMENT sets forth the entire agreement between
IGS EDV-SYSTEME and Customer with respect to the subject matter hereof and supersedes any
and all prior agreements, understandings, promises, and representations made by either party to the
other concerning the subject matter hereof and the terms hereof; provided that, if Customer and IGS
EDV-SYSTEME have executed a written Software License Agreement ("SLA") or similar agreement
regarding the subject matter hereof and such SLA or similar agreement, by its terms, overrides this
LICENSE AGREEMENT, then the terms of such SLA or similar agreement will govern the relationship
set forth herein in the event of a conflict. It is expressly agreed that the terms of this Agreement
supersede the terms in any previous shrink-wrap license agreement for the SOFTWARE PRODUCT
and in any Customer purchase order or other ordering document.
(c) 2006 IGS EDV-SYSTEME, Munich, Germany