for Standard Software
Valentin Software GmbH
Stralauer Platz 34
hereinafter referred to as “Valentin”
and the purchaser of the software
hereinafter referred to as “the Customer”
Please read the following licensing provisions (hereinafter referred to as “Licensing Provisions”) closely and carefully before you install the software. These Licensing Provisions apply to PV*SOL, T*SOL and GeoT*SOL software in all its versions and to all
- additional modules,
- new versions,
- support services,
- and technical documentation
provided by Valentin in this connection.
Should terms and conditions, either our own or independent, be agreed upon with regard to adaptations, upgrades, updates, additional modules, new versions, support services or technical documentation, the said terms and conditions shall have priority over these Licensing Provisions.
If you do not accept these Provisions, you are not entitled to use the software.
Section 1. Rights of use
1. Grant of rights
Valentin hereby grants the Customer, upon installation of the software, the the non-exclusive right which is unlimited in terms of region and time to use the software in the course of its own entrepreneurial activity for its own business purposes in a software environment corresponding to the MS-WINDOWS ® operating system. This right shall not extend to any further use.
2. Reservation of Consent
Without Valentin’s prior written consent, the Customer
(i) shall not grant to third parties any rights to the software, nor shall it assign its rights to third parties, not even temporarily or in part;
(ii) shall not translate, process, adjust or otherwise modify the software, and in particular shall not undertake, or cause to be undertaken, any reserve engineering or decompiling, unless it is necessary to establish interoperability with other programs; in this case, however, the provisions contained in the Customer’s rights governing defects must be taken into account;
(iii) shall not duplicate or copy the said software, unless the copy in question is a backup copy which has been produced by a person entitled to use the software and in accordance with the rules of technology and only to the requisite extent. Backup copies on movable data carriers must be labeled as such and must be marked with the Valentin’s copyright notice.
3. Transfer of rights
The Customer shall deliver or transfer the software of Valentin to third parties only as a complete entity, while at the same time desisting fully and finally from its own use of the said software. Transfer of rights in or to the software shall in addition require transfer of the registration number of the software from the Customer to the third party and written consent from Valentin. Valentin shall give this consent if the Customer submits a written declaration by the third party, in which the latter agrees vis-à-vis Valentin to comply with the terms and conditions of use and transfer governing the software, and if the Customer guarantees Valentin in writing that it has transferred the software, or all original copies of the software, to the third party, and has deleted all copies thereof which he has made himself.
4. Refusal of consent
Valentin may refuse its consent if use of the software by the new user conflicts with its legitimate interests. This shall also apply to consent under Section 1. para 3.
5. Multiple uses of software
The Customer shall be entitled to such use of the software as exceeds the contractually granted rights of use only following prior written consent by Valentin. In the case of multiple uses without such consent, Valentin shall be entitled to charge the sum due for such further use (including use in the past) in the form of damages.
6. Third party software
Transfer of any third party software shall be made overridingly, and if necessary by way of supplement, on the basis of the third party’s separate terms and conditions (of license). Insofar also Valentin is not responsible and liable for the right to use third party software.
7. Open-source software
Insofar as open-source software shall constitute an integral component of the software, delivery or transfer shall be made overridingly, and if necessary by way of supplement, on the basis of the applicable open-source software licenses. Insofar Valentin is not responsible and liable for the right to use open-source software.
8. Copyright notices
The Customer shall not be entitled to alter or remove copyright notices without prior written consent from Valentin.
Section 2. Licenses
1. Single workplace license: The right of use to the software under Section 1. shall extend to the use of one single computer workplace for each license purchased. This means that a copy of the software shall not at any time be present in functional order more than once in the RAM of a computer. Home-office workplaces belonging to a network, portable computers connected temporarily to a network, and remote workplaces shall also be deemed to constitute separate computer workplaces.
2. Multiple- and network licenses: The Customer hereby acquires the right to use the software on as many workstations or workplaces linked in a local network as he has acquired licenses and paid licensing fees. The basis of calculation for this purpose shall be the number of licenses listed in the invoice pertaining thereto. Simultaneous multiple use on the network must be prevented by access-protection mechanisms.
Section 3. Installation and activation
1. To install the software, the Customer will activate the number of licenses acquired for the software by using a serial number. The Customer may activate a program copy of the software one time for each single workplace license.
2. Should the software be installed and activated only as a demo version, the customer is time-restricted in his use of the software.
Section 4. Rectification of defects
1. Valentin shall be notified should a defect be present in the software.
2. Rights of warranty shall be governed exclusively by the regulations in the purchase contract for the software, to which the contracting partner concerned is subject.
Section 5. Ending of user entitlement
Should the Customer’s entitlement to the use of the supplied software end (e.g., through cancellation of rights of use to the software, through withdrawal from the Contract or through termination), the Customer shall surrender all items pertaining to the software. In particular, the Customer shall in this case return to Valentin the original copies of the software which have been supplied and delete all software copies which have been made.
Section 6. Limitations of liability and time restrictions
Liability for material defects and defects of title shall be governed by the regulations in the purchase contract for the software to which the contracting partner concerned is subject. The following shall otherwise apply:
1. Valentin shall be liable for imputable breaches of duty due to intention and gross negligence in pursuance of statutory regulations.
2. Valentin shall be liable for breaches of duty due to ordinary negligence only if material contractual duties are infringed. In this case, claims for damages shall be limited in their amount to the extent of foreseeable, typical losses.
3. In the cases set out in Section 6. para 2., Valentin shall not be liable for consequential damage to other entities or to other assets of the Customer. This limitation of liability shall not apply insofar as Valentin is able to enjoy cover for the loss incurred by way of existing industrial third party liability insurance or product liability insurance.
4. All claims for damages or compensation for useless expenditure under contractual and non-contractual liability shall be subject to a limitation period of one year. This limitation period shall not apply in cases of intention or gross negligence.
5. Valentin shall be liable without limitation for loss incurred from injury to life, limb or health under statutory regulations. Valentin’s liability under claims in tort and under the Product Liability Act shall not be affected hereby.
6. The Customer shall be responsible for the regular and proper backup of its data in accordance with the current state of technology. In case of a data loss for which Valentin is culpable, Valentin shall be liable, if no case exists as set out in Section 6. para 1., 6. para 2., and 6. para 5., only for the costs (i) of duplicating the data of the backup copies to be produced by the Customer, and (ii) of reinstating data that would have been lost even if proper data backup had been carried out.
Section 7. Miscellaneous
1. The sole place of jurisdiction for all disputes arising from and in connection with these Licensing Provisions shall be Berlin, Germany.
2. These Licensing Provisions and all disputes arising from or in connection with these Licensing Provisions shall be governed solely by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on the International Sale of Goods.
3. Should one or more provisions in the Licensing Provisions be or become ineffective, either wholly or in part, the efficacy of the remaining provisions shall not be affected thereby. In place of the ineffective provision, an effective provision shall be deemed to be agreed upon which shall approach as nearly as possible the commercial intention of the contracting partners. The same shall apply should a lacuna exist.
Status: 2016/1: 05 October 2016