License Agreement
Notice to the user:
Please read this agreement carefully before copying, installing, and usage or downloading all or any portion of the software. Install, use or download the software and all portions of the software after reading the following conditions and terms. By installing, using or downloading this software you accept all the terms and conditions. If you do not agree with the conditions of this agreement, you may not install, use or download the software. You agree that this agreement is like any written negotiated agreement signed by you.
1. Definitions
"Cost Xpert" means Cost Xpert AG, Werner-von-Siemens-Straße 6, 86159 Augsburg, Federal Republic of Germany.
"Software" means all of the information with which this agreement is provided, including but not limited to Cost Xpert or third party software files and other computer information; sample and stock photographs, images, sounds, clip art and other artistic works bundled with Cost Xpert software and not obtained from Cost Xpert or another party through a separate service ("Content Files"); related explanatory written materials and files ("Documentation"); and fonts; and any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by Cost Xpert at any time, to the extent not provided under a separate agreement.
2. Software License
If you obtained the Software from Cost Xpert or one of its authorized resellers and as long as you comply with the terms of this agreement, Cost Xpert grants you a nonexclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set below.
You may install and use one copy of the Software on upon to the Permitted Number of your compatible Computers. You may not install and use a second copy.
2.1 Desktop and Server Use
You may install the Permitted Number of copies of the Software on the Permitted Number of Computers and Server(s) within your Internal Network only for use of the Software initiated by an individual through commands, data or instructions (e.g., scripts) from a Computer within the same Internal Network. The total number of users (not the concurrent number of users) permitted to use the Software on such Computer or Server(s) may not exceed the Permitted Number. No other network use is permitted, including, but not limited to use of the Software, either directly or through commands, data or instructions, from or to a Computer not part of your Internal Network, for enabling Internet or web hosted services, by any user not licensed to use the Software under a valid license from Cost Xpert, as a component of a system, workflow or service accessible by more than the Permitted Number of users, or for operations not initiated by an individual user. Virtual systems have to be handled in that context as physical systems.
2.2 Backup Copy
You may make reasonable numbers of backup copies of the Software within the legal permissions, as long as your backup copies are not installed or used for other than archival purposes.
2.3 Recompilation
The recompilation of the software into other codes and different types of Reverse-Engineering, including the changing of programs, are only admitted for use with written permission of Cost Xpert
2.4 Modification
You may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.2.5 Unbundling
The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale.
2.6 Transfer
You may not rent, lease, sell, sublicense, assign or transfer your rights in the software, or authorize any portion of the software to be copied onto another individual or legal entity's computer except as may be permitted. You may, however, transfer all your rights to use the Software to another individual or legal entity provided that you also transfer this agreement, the serial number(s), the Software and all other software bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and all copies of font software converted into other formats to such individual or entity; you retain no upgrades, updates or copies, including backups and copies stored on a computer; and the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software.
2.7 Notice to the U.S. Government End Users
The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
The Software and Data include commercial technical data and/or computer licensed databases and/or commercial computer software and/or commercial computer software documentation, as applicable, which were developed exclusively at private expense by Cost Xpert AG and/or its licensors. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer licensed databases and/or commercial computer software and/or commercial computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
3. Intellectual Property
The Software and any authorized copies that you make are the intellectual property of and are owned by Cost Xpert and its affiliates and are the valuable trade secrets and confidential information of Cost Xpert and its affiliates. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Cost Xpert and its affiliates.
4. Updates and Upgrades
If the Software is an upgrade or update to a previous version of Cost Xpert software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if the upgrade or update and all previous versions are installed on the same device, the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and you acknowledge that any obligation Cost Xpert may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by Cost Xpert with additional or different terms.
5. Warranty
Except as may be otherwise provided, Cost Xpert warrants to the individual or entity that first purchases a license for the data medium for use pursuant to the terms of this agreement that the data medium will perform substantially in accordance with the Documentation when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Cost Xpert and its affiliates and your exclusive remedy will be limited to either, at Cost Xpert's option, replacement of the Software or refund of the license fee you paid for the Software.
To the maximum extent permitted by applicable law, Cost Xpert and its affiliates provide the supplemental components and support services for the supplemental components as is and with all faults, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, completeness of responses, of results, of merchantability, of fitness for particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the supplemental software, and the provision of for failure to provide support services for the supplemental components. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the supplemental components.
6. Confidentiality
If you wish to have a third party consultant or subcontractor ("Contractor") perform work on your behalf which involves access to or use of Software, you shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access to or use of Software no less restrictive than those set in this Agreement and excluding any distribution rights, and use for any other purpose.
Otherwise, you shall not disclose the terms or existence of this Agreement or use Cost Xpert's name in any publications, advertisements, or other announcements without Cost Xpert's prior written consent. You do not have any rights to use any Cost Xpert trademarks or logos.
7. Limitation of liability
Cost Xpert excludes any liability for easy negligent dereliction of duty, excluded, nothing contained in this agreement limits Cost Xpert's liability to you in the event of death or personal injury resulting from Cost Xpert's negligence or for the tort of deceit (fraud).
The same conditions are valid for vicarious agents of Cost Xpert. The comparative negligence of the user is to take into account. The full liability of Cost Xpert and its companies is limited to the amount of the software. This limitation is also used in case of fundamental and substantial breach or in case of a fundamental and substantial misrepresentation. Not limited is the liability in the event of death or personal injury, resulting from Cost Xpert's negligence or for the tort of deceit (fraud).
8. Export Rules
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the laws of the Federal Republic of Germany, restrictions or regulations (collectively the "Export Laws").
9. Governing Law
This agreement will be governed by and construed in accordance with the substantive laws in force in the Federal Republic of Germany if a license to the Software is purchased in Germany. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. General Provisions
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement will not prejudice the statutory rights of any party dealing as a consumer.
11. Language, Translation
If there is an enclosed translation to this agreement, this translation is served to improve the use of this agreement and the German version is valid.
