The products of K15t Software GmbH are proprietary software applications. Your use of K15t software is subject to the terms and conditions as outlined in this End User License Agreement.
Version 2.0.1 - 04/2012
The user of this software accepts and agrees to be bound by the provisions of the agreement set out below as Licensee of the Licensor K15t Software GmbH, Senefelderstr. 17a, 70178 Stuttgart, Germany. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the software.
1. Preamble
The Licensor is specialized in developing software products. Currently, the product Scroll which exports pages from a wiki for proper technical documentation is available on the market.
2. Definitions
2.1. Product:
The Licensor's software product is Scroll. The licensed material shall also include updates of such licensed material that the Licensor may make available to the Licensee during then term of this Agreement.
2.2. Documentation:
The complete factual and technical description of the licensed material in electronic and/or printed form.
2.3. Key Functions:
The functions of the Product.
2.4. User:
One individual using a copy of the Product on the Licensee's server.
2.5. License Fee:
The remuneration for the use of the Product.
3. Performance of the Licensor
3.1. Granting of rights
The Licensor shall grant to the Licensee a perpetual, worldwide, non-exclusive, non-transferable,
non-sublicensable right of use of the Product and the Documentation for the term of this
Agreement.
3.2. Delivery/Installation
3.2.1.
Upon receipt of Licensee Fee from Licensee, Licensor will supply the Licensee with the Product via electronic download.
3.2.2.
The installation of the Product shall be conducted by the Licensee. The Licensor shall advise and support the Licensee in preparing the installation. It is the Licensee's duty to observe the Licensor's instructions and/or to clarify the installation conditions with the
Licensor in due time and comprehensively, in order to be able to carry out the installation smoothly and speedily.
3.3. Documentation
Along with the delivery and/or installation of the Product, the Licensor shall submit the
Documentation in duplicate. The rights of use of the Documentation are subject to the rights of use of the Product.
3.4. Service
3.4.1.
For the term of this Agreement (twelve (12) months), the Licensor shall – unless such performance cannot be reasonably expected – service the Product on the Licensee's request, especially by providing updates of the Product to the Licensee. Additional service
performance for twelve (12) further months is available for the release of the then-current Product for a fee as detailed in a price list under http://www.k15t.com.
3.4.2.
Any further service performance shall only be rendered on the basis of a service agreement between the Licensor and the Licensee to be concluded separately. However, the Licensee has the right to resort to support in due form provided by the Licensor as detailed under http://www.k15t.com.
4. Performance of the Licensee
4.1. License Fee
On the conclusion of this Agreement, the Licensee shall pay a one-time license fee ("lump sum")
to the Licensor as detailed in the price list under http://www.k15t.com. Products might be subject to price changes, without any previous notice.
4.2. Terms of payment/Default
The License Fee shall be due immediately when proceeding with the buying process over the "Buy" page (at) www.k15t.com, plus statutory sales tax. In case of default in payment, the Licensor may – without the need to provide any further evidence – demand interest in the amount of 10% above the base rate (sec. 247 German Civil Code). The Licensor expressly reserves its right to assert any further claims.
4.3. Update packages
The Licensee shall install without delay, at the latest within forty-five (45) calendar days update packages provided by the Licensor to fix security issues or bugs to avoid or mitigate claims addressed by sec. 7 and 8.
5. Rights in the Product
With the exception of the granting of rights pursuant to sec. 3.1 the Licensor shall remain the owner of all the rights in the Product and the Documentation, even though the Licensee may modify the Product or the Documentation or combine the Product with own or third parties' programs.
6. Third party property rights
6.1.
The Licensor is liable for the Product to be free of any third parties' rights that would restrict or
exclude the use in accordance with the contracted scope.
6.2.
The Licensor shall indemnify the Licensee in the event of the assertion of any such claims by third parties against any costs and damage payments imposed with final and binding effect, on the condition that
6.2.1.
the Licensee informed the Licensor immediately in writing about the assertion of such a claim,
6.2.2.
the Licensor has the total control of the defense and the actions related thereto, and
6.2.3.
the Licensee gives the Licensor the required support, information and authority for conducting the above-mentioned actions.
7. Warranty
7.1.
The Licensor warrants that the Product will substantially provide the Key Functions and meet the acknowledged state of the art, and that it will be free of defects deteriorating or decreasing the value or the fitness for the customary or the contractually agreed use. The warranty does not include such damages and/or disturbances that are caused by the Licensee's negligent breach of any provisions of this Agreement. On the Licensor's request, the Licensee shall make every effort to support the Licensor in determining and removing the respective defect.
7.2.
The warranty period of the Licensor is twelve (12) months with the exception of claims under the Product Liability Act, other producers' liability or in cases of intent, gross negligence, the lack of
guaranteed quality or the violation of essential contractual obligations or the injury of life, body or health. This provision does not shift the statutory burden of proof.
8. Liability
8.1.
Under any claim the liability of the Licensor under this agreement shall be excluded. As far as the liability is excluded or limited, this exclusion or limitation also includes the personal liability of employees, legal representatives and vicarious agents. This Limitation of liability shall not apply as far as the Licensor is liable under the Product Liability Act, other producers' liability or in cases of intent, gross negligence, the lack of guaranteed quality, or the violation of essential contractual
obligations or the injury of life, body or health. This provision does not shift the statutory burden of proof.
8.2.
As far as the Licensor infringes essential contractual obligations of this contract, except the injury of life, body or health, in slight negligence, the liability shall be limited to damages that have to be
reckoned with to typically occur. The liability for the infringement of essential contractual obligations of this contract shall be also limited to 1,000,000 € per claim; this limitation shall not apply where damages are covered by the business liability insurance of the Licensor. The
Licensor agrees to maintain the existing coverage when the contract was concluded.
8.3.
The period of limitation for such liability shall be limited to two years with the exception of claims under the Product Liability Act, other producers' liability or in cases of intent, gross negligence, the lack of guaranteed quality, or the violation of essential contractual obligations or the injury of life, body or health. This provision does not shift the statutory burden of proof.
9. Confidentiality
9.1.
Both parties undertake towards each other not to disclose to any third parties any of their knowhow and operational secrets that they may come to know during the performance of this Agreement, and any know-how that is not in public domain, and to instruct their employee accordingly.
9.2.
The Licensee grants the Licensor the right to include the Licensee as a customer in Product promotional material.
9.2.1.
The Licensee can deny this right at the time of the conclusion of the Agreement by submitting a request via email to sales@k15t.com, requesting to be excluded from Product
promotional material.
9.2.2.
Should the Licensee come to be or already be included in Product promotional material, as a result of any prior license agreements where the Licensee did not request exclusion from Product promotional material, the Licensee can at any point in time, submit a written
request via email to sales@k15t.com to have the Licensor remove the Licensee's name from Product promotional material. Upon receipt of such request, The Licensor will remove any reference to the Licensee from such promotional material within 30 days and make no further reference to the Licensee.
10. Termination with immediate effect
The Agreement can be terminated with immediate effect by any of the parties if waiting for the regular expiration of the Agreement cannot be reasonably expected from the party giving notice for the following reasons:
10.1.
if the other party is in severe breach of the contractual provisions, and
10.2.
if the consequences of such breach, especially financial consequences, have not been remedied immediately and without any explicit request to do so, or
10.3.
if the consequences of the breach of contract cannot be remedied due to their nature, and
10.4.
if the notice of termination with immediate effect was given no later than within three months upon the moment when the prejudiced party got reliable notice about the breach of the Agreement.
11. Winding-up of the Agreement
Upon termination of the Agreement, the Licensee is obligated to delete any Product it may have and return the Documentation.
12. Choice of law and venue
This Agreement shall be governed exclusively by German law. The application of the UN Sales
Convention (CISG) is excluded. Exclusive venue for both parties shall be Stuttgart.
13. Salvatorian Clause
If any of the provisions of this Agreement should be invalid, ineffective or unenforceable, that will not affect the validity of the remaining provisions. In such a case the parties shall replace such invalid provision by mutual consent by another legally effective provision meeting the purpose of the abolished provision to the greatest extent possible. If the parties fail to reach an Agreement in this respect, any of the parties may request the court to replace the abolished provision.
