- “CATERDESK” software
represented by its Managing Director Doreen Huber
§ 1 PREAMBLE
§2 SUBJECT OF THE CONTRACT
(1) The subject of these License Terms is the provision of the “CATERDESK” Software including the grant of rights required for its use in accordance with the contract subject to the stipulations of § 2.
§3 GRANT OF RIGHT
(1) Upon the complete payment of the fee according to § 4, the Licensee shall receive the non-exclusive right, which is limited in time to the period of the license agreement, non-transferrable, and not sublicensable to use the Software within the granted scope. The use in accordance with the contract includes the installations, the loading, displaying and running of the installed Software.
(2) Beyond this, the Licensor shall then be permitted to reproduce, edit or decompile the Software only if this is legally permissible and only if the information required for this purpose cannot be made accessible by the Licensor on request by the Licensee.
(3) Apart from the cases named in paras. 1 to 3, the Licensee shall not be permitted to reproduce the Software.
(4) The Licensee is not authorised to provide the copy of the Software given to it or any possibly created backup copy to third parties. It is in particular not permitted to sell, loan, rent or otherwise sublicense the Software nor to render or make the Software accessible publicly.
(5) If the Licensee violates one of the foregoing provisions, all rights of use granted within the scope of this contract shall become void immediately and be returned automatically to the Licensor. In this case, the Licensee shall immediately and completely stop the use of the Software, delete all copies of the Software installed in its systems, and delete the potentially created backup copy or surrender it to the Licensor.
§ 4 FEE, DUE DATE AND DEFAULT
(1) The Licensee undertakes to pay the fee that has been agreed separately with the Licensor for the provision of the Software (license fee).
(2) The license fee shall be due in advance for the respective month, on the third working day of each month. In the first month of the license period, the license fee shall be due on the complete provision of the Software.
§ 5 PROTECTION OF THE SOFTWARE
(1) The Licensee is obligated to secure the Software by suitable measures against access by unauthorised third parties, in particular to keep all copies of the Software in a protected place.
§ 6 TERM AND TERMINATION
(2) The license agreement can moreover be terminated in writing by each of the parties for good cause without observation of a notice period. A further reason that entitles the Licensor for termination is given in particular, if the Licensee violates the use rights of the Licensor by using the Software beyond the measure permitted pursuant to this contract and the Licensee does not stop the violation within an appropriate period set by the Licensor.
(3) Termination requires the written form for validity.
(4) In the event of a termination, the Licensor shall stop using the Software and remove all installed copies of the program from its computers and return any created backup copies to the Licensor or destroy them immediately at the Licensor’s choice.
§ 7 MAINTENANCE
(1) The Licensor warrants that it will preserve the contractually agreed condition of the Software throughout the contract period and assures that the use of the Software in accordance with the contract is not opposed by any rights of third parties.
(2) The Licensee is obligated to notify the Licensor in writing of any defects of the Software directly upon their discovery. This is done in case of property defects with an indication of the time of the occurrence of the defects and the closer circumstances.
§ 8 LIABILITY
(1) The Licensor shall have unlimited liability
- for intent or gross negligence,
- for injury to life, body or health,
- pursuant to the regulations of the Product Liability Act, and
- to the extent of a warranty given by the Licensor.
(2) In the case of simple negligent breach of a duty that is essential for reaching the purpose of the contract (cardinal duty), the Licensor’s liability shall be limited to the damage that is predictable and typical for the nature of the transaction in question.
(3) No further liability of the Licensor is established. In particular, there is no liability of the Licensor for initial defects, unless the conditions of paras. 1 and 2 are given.
(4) The foregoing liability limitation shall also apply to the personal liability of the Licensor’s representatives and executive bodies.
§ 9 CONFIDENTIALITY
(1) The parties agree to treat confidential information as strictly secret. This obligation shall continue to apply after termination of the contract.
(2) Confidential information means all information and documents of the respective other party, which are marked as confidential or which must be regarded as being confidential in light of the circumstances, in particular any information about operating processes, business relationships and know-how.
(3) This obligation does not apply to Confidential Information, which
(a) has been verifiably known to the recipient already on conclusion of the contract or becomes known thereafter from third parties without thereby violating a confidentiality agreement, legal regulations or orders from authorities;
(b) has been publicly known on conclusion of the contract or is made publicly known thereafter, provided that this is not due to a breach of this contract;
(c) must be disclosed based on legal obligations or orders from a court or authority. To the extent permissible and possible, the recipient obligated for disclosure shall inform the other party in advance and provide it the opportunity to take steps against the disclosure.
(4) The parties shall disclose confidential information only to such advisers, who are subject to professional secrecy or who have been made subject to an obligation beforehand, which corresponds to the confidentiality obligations of this contract. Furthermore, the parties shall disclose the confidential information only to the employees, who need to know it for the execution of this contract and these employees shall also be obligated for confidentiality in the time after their exit from the company to the extent permissible under labour law.
(5) Each culpable violation of the foregoing confidentiality obligations will result in a contract penalty in the amount of EUR 3,000. Further claims of the parties remain unaffected.
§ 10 MISCELLANEOUS
(1) The Licensee may transfer rights and duties arising from or in connection with this contract to third parties only upon the written agreement of the Licensor.
(2) Offsetting is permissible only against uncontested claims or claims found valid by final and absolute judgement.
(3) General terms and conditions of the Licensee shall not apply.
(4) This contract is governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11/04/1980 (UN CISG).
(5) The place of fulfilment is the Licensor's place of business. The exclusive place of jurisdiction is Berlin (Federal Republic of Germany) if both parties are merchants or legal entities of public law.
(6) If individual provisions of this contract should be invalid, this shall generally not affect the validity of the remaining provisions. The parties to the contract shall work towards replacing the invalid provision by a provision, which comes closest to the legal and economic objective of the contract.