End User License Agreement
These End User License Agreement (hereinafter referred to as "License Agreement") describe the rights of use which you acquire by purchasing a license for the standard software "Password Depot" (hereinafter referred to as "Software") of the company AceBIT GmbH, 64295 Darmstadt, Germany, registered at the local court of Darmstadt under the commercial register number HRB 33038, hereinafter referred to as "AceBIT". Even if you did not purchase the software directly from AceBIT, but from a third party, this third party cannot grant you any rights of use deviating from this License Agreement, as AceBIT sells its software only on the basis of this License Agreement. Any use deviating from this License Agreement requires the explicit prior written authorization by AceBIT.
1. Acquisition of rights of use
(1) You acquire the rights of use described in this License Agreement when you purchase the software from an entity authorized to sell it.
(2) When installing the software, you will be asked to accept this License Agreement as a sign of your knowledge and agreement with the contents of the license conditions. If you are aware of the license agreement for the first time at this point and do not agree with its contents, you may not use the software. In this case you must cease all use of the Software and delete all copies in such a way that recovery is impossible. You must then contact the selling entity to return the Software and agree to a refund of the purchase price in accordance with the selling entity's terms of sale.
2. Authorisation and Activation
(1) To protect the software from unauthorized use, the software is provided with a license key which must be used to unlock it. Only limited use is possible until activation.
(2) If you purchase the software directly from AceBIT, you will receive the license keys required to activate the rights of use you have purchased together with the order confirmation and the invoice from AceBIT via e-mail. The registration is made automatically through an e-mail generated by the software and sent to AceBIT, which contains the contact data you entered during the installation (name, company, address, e-mail address). If you have a proper license, you will receive a registration confirmation after receipt of the registration e-mail, including the activation keys required for an authorized use by e-mail to the e-mail address you entered in the contact data.
3. Right of use
(1) With the purchase of the right to use the software, you receive the non-exclusive right to permanently use the software you purchased in object code together with the user documentation issued by AceBIT for this purpose for your own purposes. If you purchase the software in the name and on behalf of a legal entity, you acquire the rights of use described here in the name and on behalf of that legal entity and not for yourself personally.
(2) The right of use is limited to the purchased number of clients and, in case of additional purchase of an Enterprise Server license, to the purchased number of user accounts. The addition of additional clients and user accounts requires the prior purchase of additional licenses for the desired number of clients or user accounts from an entity authorized to sell such licenses.
(3) The right of use includes the right to install the software on the agreed number of clients and servers and to load, display and run it there for the purpose of exercising the agreed use. In addition, you are entitled to make the backup copies of the Software required to ensure the proper operation of the Software and to store them for the required period of time. Backup copies serve exclusively to restore lost data and/or program parts and may not otherwise be used. When making backup copies, the property right notices and other manufacturer's information contained on and in the software, such as copyright notices, program identification numbers or serial numbers, must be transferred in unchanged form. If the backup copies are made and stored on data carriers, each backup copy must also be marked as a backup copy.
(4) The right to use the Software does not include the right to rent or lend the Software or to make it available to third parties by wire or wireless means or to reproduce it publicly. This shall not affect the right of a legal entity that has purchased the Software in its own name and on its own account to transfer and make available the purchased number of clients and the purchased number of user accounts to employees for the internal work purposes of the legal entity concerned.
(5) You are not entitled to edit or otherwise change the software. This does not affect your right to correct errors in accordance with § 69d paragraph 1 of the German Copyright Act. However, we would like to point out that such error correction measures can lead to malfunctions in the Software if they are not exercised professionally.
(6) You are not allowed to decompile the object code of the software or to translate it into source code by other technical measures. This does not affect the right to decompile the source code of the software according to § 69e Copyright Act, if this is indispensable for you to obtain the necessary interface information of the software, which is necessary to connect the software with another, independently created software and the required interface information cannot be obtained without further ado (e.g. B. via the user documentation, upon request to AceBIT by e-mail or via the AceBIT website) are accessible for you.
(7) If you wish to resell the rights of use of the Software acquired by you, this shall only be possible by relinquishing all rights of use of the Software which is the subject of the rights of use to be sold. A spin-off and resale of individual user accounts is not permitted. As of the date of resale, you must cease all use of the Software that is the subject of the resale and delete the Software from all storage media on which the Software was previously stored in such a way that recovery is impossible. This obligation to delete also includes all copies of the Software that is the subject of resale, with the exception of the copy that you give to the purchaser of the rights of use for the purpose of transfer. In order for the buyer to be able to reinstall the software, he must register. For this purpose, the procedures described in the above regulation numbers 1 paragraph 2 and 2 paragraphs 2 and 3 apply accordingly.
4. Reservation of rights
Upon purchase of the software, you are only granted the rights to use the software as described in this License Agreement. All other rights to the software are exclusively reserved by AceBIT and its possible licensors.
5. Material defects and Defects of title
(1) AceBIT is only liable to you for material defects or defects of title of the software if you have purchased the software directly from AceBIT. Otherwise you have to contact the place where you bought the software in case of any claims due to material defects or defects of title.
(2) The liability of AceBIT for defects of quality or title is generally excluded, if a defect is caused by the fact that you installed or used the software in a way different from the descriptions in the user documentation accompanying the software. Furthermore, AceBIT is not liable for defects caused by errors in the hardware or software environment of the software.
(3) The Software is intended for use within the territory of the European Union or of a signatory state of the Agreement on the European Economic Area. AceBIT is not liable for defects of title resulting from the use of the software outside of this territory.
(4) In case AceBIT is liable to you for material defects, you are obliged to report any material defects immediately after their discovery in a form reproducible for AceBIT.
(5) If you use the software in the exercise of your commercial activity, any claims for defects against AceBIT are excluded if you do not immediately examine the software and the user documentation for any obvious defects upon receipt and if the defect claimed by you would have been detectable during such examination. The same applies if such a defect becomes apparent later and you fail to report the respective defect to AceBIT immediately after its discovery.
(6) In case AceBIT is obliged to provide you with subsequent performance, AceBIT can also remedy a defect of quality or title by giving you instructions by phone how to download and install a patch or update provided on the AceBIT homepage, provided that the respective defect is remedied by this measure. If you fail to install the patch or update although this would eliminate the defect, AceBIT will be released from its obligation of supplementary performance.
(7) If the analysis or removal of a defect, which AceBIT is obliged to remove, requires that AceBIT gets access or access to the computers on which the defective software is installed, the customer will grant AceBIT such access or access and take all necessary measures on his side.
(8) As far as you have acquired the software in the course of your commercial or self-employed professional activities, any claims for material defects or defects of title you may have against AceBIT according to paragraph 1 above expire by limitation within one year after delivery of the software. This does not apply, however, if your claims are based on the fact that AceBIT has violated a warranty given to you in terms of § 443 BGB (German Civil Code), if AceBIT fraudulently concealed a defect or if AceBIT has caused the damage caused by the defect due to an intentional or grossly negligent breach of duty. Furthermore, the limitation of the period of limitation to one year does not apply to such claims for which AceBIT is liable to you according to the Product Liability Act. In case of download delivery the software is considered delivered when AceBIT has sent the customer the download link and the license key required for activating the software. Technical data, specifications and performance data of the software on the homepage or in other public statements of AceBIT, especially in advertising material, do not constitute agreements on quality. Only the descriptions and specifications in the user documentation belonging to the software and the additional written agreements between you and AceBIT are valid as agreed upon quality. However, this does not include a guarantee promise in terms of § 443 BGH.
(1) As far as AceBIT is liable to you for damages or compensation of useless expenses, no matter for which legal reason, this liability of AceBIT is unlimited, only
- in case of intent or gross negligence,
- in case of damages resulting from injury to life, body or health as well as- in case of damages resulting from the violation of a guarantee given by AceBIT to you in terms of § 443 BGB (German Civil Code).
(2) As far as AceBIT is liable to you for slight negligence, AceBIT is only liable in case of violation of an essential contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper execution of the contract between you and AceBIT and which you may rely on regularly.
(3) AceBIT owes the customary care of the industry for the creation of the software and in case of the execution of a direct sales contract for the software concluded between you and AceBIT. When determining the fault of AceBIT, it has to be considered that software cannot be developed error-free for all application situations which might occur in practice.
(4) As far as AceBIT is liable for slight negligence, this liability is limited to the amount of the foreseeable damage, which is typically to be expected when concluding the sales contract between you and AceBIT, except for the cases listed in paragraph 1 above.
(5) The aforementioned limitation of liability in favour of AceBIT also applies in favour of the organs and vicarious agents of AceBIT in case of an own personal liability towards you.
7. Export control
(1) If you legitimately pass on the Software to third parties, you must comply with the relevant national and international export control laws, in particular the export control regulations of the Federal Republic of Germany, the European Union and the United States of America.
(2) If necessary for the execution of export control checks by authorities or by AceBIT, you will, upon request, immediately provide all information about the final recipient, the final destination and the intended use of the Software.
(3) On request, we will provide you with the customs tariff numbers and all other manufacturer information on the software required for the export control procedure.
8. Updates, Software maintenance and Support
The delivery of updates is not part of a software purchase, but requires the conclusion of a separately agreed software maintenance contract. This does not affect the right of AceBIT according to the above-mentioned clause 5 paragraph 6 to provide you with a free of charge update for the purpose of rectification of defects within the scope of supplementary performance.
8.1 The licensee may purchase software maintenance.
8.2 The right of use of the primarily purchased software does not expire upon expiry of the software maintenance period. The originally purchased software can continue to be used to the extent described above, but updates and upgrades are no longer possible without extending the software maintenance period.
8.3 Within the scope of software maintenance, the Licensee shall receive a non-exclusive, non-transferable, non-sublicensable, simple right of use to the software maintenance products for 12 months. The software maintenance cannot be interrupted.
8.4 30 days before the end of the Software Maintenance Period, Licensee may extend the Software Maintenance. If the Licensee extends the Software Maintenance, the Licensee shall again receive a non-exclusive, non-transferable, non-sublicensable, simple right of use to the Software Maintenance products for 12 months.
8.5 If the Software Maintenance has not been extended in time, the Licensee may purchase the Software Maintenance retroactively. The 12-month period of the newly purchased Software Maintenance shall run from the date of the end of the previous Software Maintenance period.
8.6 Software maintenance for private customers (Password Depot only)
Software maintenance includes updates and upgrades for the next 12 months. In addition, email support is included on weekdays from Monday to Friday to [email protected]. The maximum response time is regularly no more than 72 hours, in individual cases it may be exceeded.
8.7 Software maintenance for corporate customers (Enterprise Server)
Software maintenance for corporate customers includes updates and upgrades within the next 12 months. The scope of services also includes free email support on weekdays from Monday to Friday, telephone support and remote help (TeamViewer). The maximum response time is regularly no more than 24 hours, in individual cases it may be exceeded.
8.8 The support via telephone, email and remote access is only intended to provide support/advice on application or troubleshooting. A success is not owed thereby.
8.9 The customer's obligation to pay the fee for software maintenance exists independently of the use of the software maintenance products.
9. Use of Trial version
(1) If AceBIT provides you with a trial version for download, the provision and transfer of the software is solely for the purpose of evaluating whether the software is suitable for your requirements to use such software. For this test purpose, you will receive a non-exclusive, non-transferable right of use, limited to the test period offered by AceBIT, to install and run the software on your computer.
(2) The functional and usage scope of a test version is limited. Details can be found on the AceBIT homepage.
(3) A test version is provided in the then current state of the test version. AceBIT does not assume any liability that the software meets your requirements or is error-free, unless AceBIT has concealed such an error intentionally, grossly negligently or maliciously.
(3) After the end of the trial period, you are obliged to either purchase the Software for permanent use or to cease using it and to delete the Software on the computer on which you have tested the trial version in such a way that recovery is impossible. This obligation to delete also includes all copies that you may have made of the Software.
10. Use of Freeware version
(1) If AceBIT offers a freeware version of its software for download, you are granted a non-exclusive, non-transferable right to use the software in the agreed scope.
(2) The functional range of the software is limited and is left to you without liability of AceBIT for possible errors, unless AceBIT has concealed such an error intentionally, grossly negligently or maliciously.
(1) Any terms and conditions of purchase from you that deviate from this License Agreement shall not apply. This also applies if you order directly from AceBIT and AceBIT does not explicitly contradict the terms of purchase referenced in your order.
(2) Should individual provisions in this License Agreement be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected in case of doubt.
(3) The assignment of claims which you have against AceBIT due to a software purchase contract concluded directly between you and AceBIT and which are not monetary claims, can only be assigned to third parties with prior written consent of AceBIT. The required consent may not be unreasonably denied by AceBIT.
(4) You are only allowed to set off claims which AceBIT has against you against your own, undisputed or legally binding claims which you have against AceBIT. You may only assert a right of retention against AceBIT with regard to claims on your part which are legally binding or undisputed.
(5) Amendments and supplements to these license conditions must be in text form in accordance with § 126b BGB. This also applies to the cancellation of the text form.
(6) These Terms and Conditions - the License Agreement - as well as the legal relationship between you and AceBIT in connection with these Terms and Conditions are subject to the laws of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention) do not apply.
(7) For all disputes that should arise between you and us in connection with this License Agreement, the exclusive place of jurisdiction is the registered office of AceBIT, if you are a merchant in the sense of § 1 HGB (German Commercial Code), a legal entity under public law or a special fund under public law. If, however, you purchase the software in your own name and on your own account for private purposes, which predominantly can neither be attributed to a commercial nor a self-employed professional activity, then the respective applicable legal place of jurisdiction applies, unless you have moved your residence or your usual place of abode from Germany to a foreign country after purchasing the software from AceBIT or your residence or your usual place of abode is unknown at the time of filing a lawsuit by AceBIT.
If you have any questions regarding this License Agreement, please feel free to contact us. You will find our current contact details on our homepage www.acebit.de or simply send us an e-mail to the following address: [email protected]