End User License Agreement (EULA) for Aseptsoft® «add-on» from Aseptconn AG
By using the aseptsoft.ch web site (“Service”), or any services of AseptSoft, Inc. (“AseptSoftⓇ”), you (the user of the Service, such user’s successors, agents, and assigns, and everyone in privity with such user are, hereafter, “You.” Together, You and AseptSoftⓇ are sometimes the “parties”) are agreeing to be bound by the following terms and conditions (“Terms of Service”).
I. Subject and Scope of the License
- Asepctonn AG (hereinafter referred to as “Aseptconn”) grants the customer a limited, revocable, personal, non-transferable, non-assignable and non-exclusive license right for the purchased “Add-On” software (hereinafter referred to as “Aseptconn Software”) for the customer’s own use.
- The customer acquires a simple right of use, limited in time, for the Aseptconn Software licensed by him.
- The license entitles the customer to simultaneously use a single installation on a single machine. In this context, “device” is understood to mean any physical device equipped with one or more processors (CPU), as well as any virtual device or otherwise emulated hardware environment.
- If the customer wishes to have the Aseptconn Software installed on more than one device simultaneously, then a separate license is required for each installation. This also applies, in principle, to test systems that are installed for longer than 30 days, insofar as the customer has not acquired a special license that permits two test installations in addition to a productive installation.
- The customer acquires the license exclusively for his own use. This means that only the customer, his employees or persons authorized by him are allowed to access the licensed Aseptconn Software.
- The customer is prohibited from passing on the Aseptconn Software in any form to third parties or making it accessible to third parties without the written consent of Aseptconn.
If the customer wishes to make the “Aseptconn Software” available online or remotely to further natural or legal persons or other third parties for their own use, he/she shall require an additional license for this in each case.
- Aseptconn retains all rights that are not expressly granted to the customer in this contract. This includes property rights, copyrights, patent rights, trademark rights and all other protective rights to the Aseptconn Software.
- The customer installs and configures the Aseptconn Software himself on his own responsibility and at his own expense or has it installed and configured by third parties.
- The customer may not modify the Aseptconn Software and, in particular, may not decompile or otherwise convert the source code into a readable or modifiable form.
- The customer may not circumvent the limitation of the scope of the licence by integrating his own program components into the Aseptconn software. In particular, he is not entitled to expand the number of licensed users (“interface”) by programming his own user interface. If users collect or view data with a third-party interface, which is processed via online interfaces (SOAP etc.), these users must be licensed.
- Contractual items, documents, proposals, test programmes, etc. of Aseptconn, which are made accessible to the customer before or after conclusion of the contract, shall be deemed to be intellectual property and business and trade secrets of Aseptconn and shall be kept secret.
- The customer shall take suitable precautions to ensure that all persons who have access to the Aseptconn Software also comply with the obligations imposed upon them by this contract.
- The customer may make backup copies of the programmes required for safe operation. The backup copies must, as far as technically possible, bear the copyright notice of the original data carrier and be stored securely. Copyright notices may not be deleted, changed or suppressed. Copies that are no longer required must be deleted or destroyed. The user manual and other documents provided by Aseptconn may only be copied for internal company purposes.
- If licensed Aseptconn Software on the customer’s premises is completely or partially damaged or accidentally deleted, Aseptconn shall replace it free of charge, charging its own expenses for data carriers, working time and shipping costs.
- Aseptconn may make the commissioning of the Aseptconn Software as well as the commissioning of updates, service packs, hot fixes and the like dependent on an activation.
- In the context of the transaction processing, data such as name, company name, address and licence number of the customer, information about the system environment such as IP address, MAC address, server name and likewise are automatically transferred to the servers of Aseptconn or of third parties who are involved with the implementation of the product sale (such as the operator of the webshop, platform for the payment processing, hosting of the subscription, collectively Distribution Partners). Aseptconn and its Distribution Partners treat this information as confidential.
- Aseptconn shall also have the right to have the compliance with the licence provisions confirmed by a recognised auditing company. Aseptconn shall oblige the auditing company to safeguard the legitimate interests of the customer and its business secrets, as well as to ensure the undisturbed operation of the business.
III. Rights in the event of defects
- Aseptconn warrants that the contractual use of the Aseptconn Software by the customer does not conflict with any rights of third parties (“defects of title”). In the event of defects of title, Aseptconn warrants that it will, at its discretion, provide the end customer with legally unobjectionable use of the software or equivalent software.
- The customer shall inform Aseptconn immediately in writing if third parties assert property rights (e.g. copyrights or patent rights) to the Aseptconn Software. The customer hereby authorises Aseptconn to conduct all future disputes with third parties on its own. As long as Aseptconn makes use of this authorisation, the customer may not acknowledge the claims of the third party on his own initiative without the consent of Aseptconn. Aseptconn shall defend the claims of the third party at its own expense and shall indemnify the customer against all costs associated with the defence against these claims, insofar as these are not based on the customer’s conduct in breach of duty (e.g. the use of the programs in breach of contract).
- The Aseptconn Software has the usual quality for ERP systems. However, it is not error-free. Minor malfunctions or impairments of function that are wholly or partially attributable to hardware defects, environmental conditions, incorrect operation or similar do not constitute a defect.
- The limited rights of use exist for the Aseptconn Software as it was delivered. The warranty of Aseptconn for defects (“material defects”) is fully excluded to the extent permitted by law. In particular, Aseptconn shall not assume any warranty for defects and damages that are attributable to reasons for which Aseptconn is not responsible, such as. (i) natural disasters, fire, smoke, water, earthquake or lightning, (ii) power fluctuations or power failure, (iii) negligent or improper use of the product or failure to follow the instructions contained in the documentation, (iv) corrections or modifications to the product, not performed by Aseptconn, (v) untimely installation of a revision or update, (vi) malfunction of the Customer’s hardware or communications equipment, or (vii) use of the Product in combination with other non-Aseptconn software.
IV. Liability and limitation of liability
- Aseptconn shall only be liable to the customer for direct damages resulting from the use of the Aseptconn Software, insofar as these are due to gross negligence or intent. The liability of Aseptconn for auxiliary persons is excluded.
- Aseptconn shall not be liable to the customer or third parties in any way for any indirect damages, losses, claims or costs and the like, in particular not for expenses of the customer, damages from interruptions of operations, loss of data and consequential damages such as loss of profit, unrealised savings or claims of third parties.
The customer is liable to Aseptconn for damages resulting from the installation, use or transfer of the Aseptconn Software in violation of the contract or the law.
V. Duration and termination
- The minimum period of use depends on the period of use selected by the customer (“Selected Term”) and begins with the payment of the license fee. After expiry of the Selected Term, the license agreement shall be automatically renewed for another period of the Selected Term, unless the customer terminates the license agreement in writing at least 30 days before expiry of the Selected Term. If the first Selected Term is extended by a further Selected Term due to absence of notice of termination, the license fee for this further term shall become due for payment upon its commencement.
- The customer may terminate the license agreement at any time, but no later than 30 days prior to the end of the first Selected Term or and subsequent Selected Term, by notifying Aseptconn in writing, effective as of the end of the Selected Term. The termination does not entitle the customer to a full or partial refund of the license fee already paid.
- Aseptconn may not terminate this license agreement prior to the expiry of the Selected Term paid by the customer. However, in the event that the customer violates the license agreement in a significant manner, namely by disregarding the scope of the license right granted to him or by violating intellectual property rights of Aseptconn, Aseptconn may terminate this license agreement with immediate effect and without prior warning. Furthermore, Aseptconn may terminate this license agreement with immediate effect and withdraw the right of use, if the customer, after a single warning, does not pay the license fee agreed with Aseptconn or a distribution partner.
- In the event of termination of the license agreement for whatever reason, the customer shall not be entitled to any reimbursement of license fees.
- In any case, any termination must be in writing.
VI. Final clauses
- These license terms replace any previous license agreements between Aseptconn and the customer. The latest version of the End User Licence Agreement (EULA) for Aseptconn Software, which the customer has accepted, shall apply. A new version shall also be deemed to have been accepted if the customer confirms it when installing new programme versions (“updates”), service packs or hot fixes.
- The rights of the customer to the Aseptconn Software as well as his claims against Aseptconn are set out conclusively in this licence agreement. Any deviating general terms and conditions or licence conditions of the customer are excluded.
- Additional or deviating licence provisions are only valid if they have been stipulated in writing and legally signed by both contracting parties.
- If one or more provisions of this licence agreement are invalid, this shall not affect the validity of the remaining provisions and the agreement as a whole.
- An invalid provision or loophole in this licence agreement shall be replaced by the valid provision that comes closest to the economic purpose of the agreement.
- The exclusive place of jurisdiction for all legal disputes arising from or in connection with this licence agreement is the registered office of Aseptconn. Aseptconn shall, however, also be entitled to bring a legal dispute before the court having jurisdiction for the registered office of the customer.
- This contract is subject to the law of Switzerland to the exclusion of international treaties, in particular the Vienna Sales Convention.
- This licence agreement is available in a German and an English version. In the event of any discrepancies or contradictions, the German version shall prevail.