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LICENSE
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License Terms FACT-Finder Web Components
§1 Scope
1.1 The scope of these license terms is the provision of the software product FACT-Finder Web Components („Software“) by Omikron Data Quality GmbH, Habermehlstraße 17, 75172 Pforzheim, Germany („Licensor“) to the Licensee. The Software serves as a tool to integrate the Licensor’s software product FACT-Finder in websites. The software product FACT-Finder is not subject of these license terms but has to be acquired pursuant to a separate license agreement.
1.2 The main technical features of the Software are described at http://web-components.fact-finder.de
1.3 These license terms shall exclusively govern the contractual relationship, unless the parties agree otherwise in writing. Other contractual terms shall not apply, even if the Licensor does not object such terms in an individual case. This applies, in particular, to purchase conditions of the Licensee.
§2 Conclusion of Contract
The contract is concluded by consenting to the application of these license terms and downloading the Software via the Internet platform www.github.com.
§3 Rights of Use
3.1 The Software is protected by law. The copyright, patent right, trademark right and any and all further industrial and intellectual property rights are exclusively held by the Licensor. To the extent that such rights are held be third parties, the Licensor holds the exploitations rights required.
3.2 The Licensor grants to the Licensee the non-exclusive, temporarily unlimited, but functionally limited right to use the Software for the integration of the Licensor’s software FACT-Finder in websites of the Licensee. Use for any other purpose is prohibited.
3.3 The Licensee is not entitled to rent the Software or to sublicense it in any other way, to publicly display it or to make it available, neither by wire nor wireless means, or to provide it to third parties with or without charge, e.g. as application service providing or software-as-a-service. Sec. 3.4 remains unaffected.
3.4 The Licensee is entitled to transfer the copy of the Software to third parties subject to the following conditions:
a) The Licensee may transfer the Software only subject to usage restrictions included in these license terms.
b) The Licensee is obligated to provide the third party with a copy of these license terms.
c) The Licensee is obligated to provide the Licensor a written statement of the third party that the party consents to these license terms.
3.5 The Licensee to create the back-up copies required for a safe operation of the Software. The back-up copies shall be stored in a secure place. Copyright notices and marks shall not be deleted, modified, and/or eliminated. Copies that are no longer needed shall be deleted or destroyed.
3.6 The Licensee will receive the Software in an executable form (object code). The Licensee is not entitled to be provided with the source code of the Software.
3.7 The Licensee shall only be entitled to decompile the interface information of the Software within the statutory limits under German Copyright Law and only if it has notified the Licensor of its plan in writing and has unsuccessfully asked for the provision of the necessary interface information granting at least a two week grace period. All knowledge and information that the Licensee obtains on the Software in connection with a potential decompiling process is subject to sec. 6. Prior to involving a third party, the Licensee shall provide the Licensor with a written statement from such third party in which the same agrees directly vis-à-vis the Licensor to comply with the rules set forth in this sec. 3 and sec. 6.
§4 Commencement and Revocation of Rights of Use
4.1 The rights granted to the Licensee pursuant to sec. 3 shall pass to the Licensee with its consent to these license terms and the download of the Software.
4.2 The Licensor is entitled to terminate the rights for cause, if the Licensor cannot reasonably be expected to adhere to the contract, in particular, if the Licensee violates these license terms in a not only insignificant way.
4.3 In the event that the rights do not arise or if they expire, the Licensor may request the return of the Software from the Licensee or the written confirmation that it was fully deleted from the Licensee's IT systems, in addition the deletion or destruction of all Software copies (e.g., printouts of the documentation) and the written confirmation that these duties were complied with.
§5 Defects, Liability
5.1 The Licensor shall only be liable pursuant to secs. 521 et seq. of the German Civil Code (BGB).
5.2 The Licensee shall inform the Licensor immediately in writing if and when third parties assert rights (e.g., copyrights or patent rights) in or to the Software. The Licensee authorizes the Licensor to settle the dispute with the third party on its own. In the event that the Licensor acts upon this authorization, the Licensee is not allowed to acknowledge third party claims without the prior consent from the Licensor. The Licensee shall assist the Licensor in the dispute with the third party. In particular, the Licensee shall provide the Licensor with written information, as required, and relevant records and answer inquiries by the Licensor.
5.3 The Licensor shall not be liable for any infringement of third party rights that results from the use of the Service in breach of these license terms or a use outside the scope of the intended use by the Licensee.
5.4 In the event that a review should show that no defect existed or that the Licensor is not liable for this defect, the Licensor shall be entitled to claim compensation for its expenses based on the price list that is valid at the time the defect was examined, unless the Licensee can show that it is not responsible for its misconception of the assumed existence of an defect or of the Licensor’s liability.
§6 Confidentiality
6.1 The Licensee shall treat any information or items of the Licensor that the Licensee may receive or become aware of prior to or during the performance of the contract (e.g., software, records, information, and data) and that are legally protected or contain or constitute trade or business secrets or are marked as confidential, in particular any information that the Licensee becomes aware of in the course of a potential decompiling pursuant to sec. 3.7 (“Confidential Information”) as strictly confidential, unless they come within the public domain without any breach of the confidentiality duty. The Licensee shall store and safeguard these Confidential Information in such a manner that any third party access is prevented.
6.2 The Licensee shall disclose Confidential Information only to such employees, officers and representatives that need to know such information to be able to perform their assigned tasks. Customer shall instruct these individuals regarding the confidentiality duty.
§7 Miscellaneous
7.1 Whenever statements and declarations must be made in writing under these license terms, email or fax shall be sufficient.
7.2 Exclusive venue for all disputes arising from or in connection with the contractual relationship between the parties is the registered office of the Licensor.
7.3 Place of performance (Erfüllungsort) is the registered office of the Licensor.
7.4 The contractual relationship is governed by the laws of the Federal Republic of Germany except for its conflict of laws rules; the UN Convention on Contracts for the International Sale of Goods shall not apply.
7.5 Supplementary agreements shall be in writing.