General Terms & Conditions of License - ITS Informationstechnik ...

General Terms and Conditions of License1. Subject of the Terms and ConditionsITS Informationstechnik Service GmbH (ITS) imposes these terms and conditions to governthe handing-over and use of data processing programs (licensed programs) stipulated in softwaredelivery notes, including the documentation and media (collectively also referred to hereinafter as"licensed material") belonging to said programs.2. Rights of Use2.1 ITS grants the licensee, in accordance with the following provisions, the non-exclusive right,for an indefinite period of time or for the limited period of time specified in the respective softwaredelivery note, to use licensed material, for which the licensee has paid the contracted remuneration,within the territory stipulated in the software delivery note for the contracted purposes and pursuant to§§ 69 a - 69 g of the Urheberrechtsgesetz (German Copyright Act). The licensee is only authorized touse the number of licensed programs agreed upon in the software delivery note.The right of use includes programs, in machine-readable or printed form, developed by thelicensee for the licensee's own purposes through modification and/or supplementation of licensedprograms (modified programs).Baring agreements to the contrary in the software delivery note, the right of use granted to theuser applies only to the user's business operations at the time of conclusion of contract including allsubsequent developments.Additional modifications and adaptations for the customer’s right of use are possible withspecial agreements. In this case ITS is authorised to amount a processing fee for change of licenseconcerning to the actual pricelist of ITS.2.2 The licensee may make the number of backup copies agreed upon in the software deliverynote. If the number of backup copies is not explicitly stated in the delivery note, the maximum numberof backup copies is one (1).ITS copyright notices and marks must be taken over without modification on the backup copies.2.3 Rights of use that are granted for a limited period of time are non-transferable. Other licensedprograms may be transferred to a third party only provided that the licensee retains no copies ofprogram on any storage medium whatsoever, obligates the third party in writing to abide by theseterms and conditions of use, and notifies ITS of the name and address of the third party prior to thetransferring of the licensed programs. This also applies if licensed programs are transferred tocompanies that belong to the same business group as the licensee.2.4 The licensee may use without restriction and transmit to third parties programs that thelicensee has developed using licensed programs, but which do not contain any integral parts oflicensed programs and can only be run in conjunction with licensed programs(derived programs).3. Technical Environment DescriptionThe servers on which the licensed programs are to be installed are specified in a technicalenvironment description by the location and the respective operating system, as well as the network,Internet address, media format for installation, and the system environment. A technical environmentdescription shall be filled out for every server and for every stand-alone workplace.4. License Key, Dongle

4.1 If licensees require a license key to unlock the licensed programs (numerical code), it will beprovided by ITS. ITS will provide the licensee with a new license key in due time prior to the expirationof the time period for which the licensed programs have been unlocked by the license key.4.2 If by agreement the licensed programs are to be used on a personal computer (PC), ITS shallprovide to the licensee, by way of loan and for the duration of use of the licensed programs inconformity with the contract, a dongle (a plug with an identifying code) that shall be attached to therespective PC by the licensee in accordance with the instructions for use.5. ConfidentialityThe licensee undertakes to hold the licensed material in strictest confidence and protect itagainst unauthorized access by third parties, including employees who are not responsible for use ofthe licensed material. The licensee shall keep any copies made by licensee under lock and key astrade secrets.6. Limits of Right of Beneficial Use, Contractual Penalty6.1 The licensee undertakes to use the licensed material, including modified programs, only withinthe framework of the rights granted to the licensee (Item 2). In particular, the licensee agrees to notmake unauthorized copies, pay strict attention to the number of simultaneous users, and not enablepersons who are not authorized in accordance with these terms and conditions to access the licensedmaterial.6.2 For each instance of culpable violation of the licensee's obligations in accordance with Items 5and 6.1, the licensee undertakes to pay ITS a contractual penalty of EURO 10.000,00 or, in the eventof a continual violation through use of licensed material by the licensee contrary to contract, forexample by exceeding the contracted maximum number of servers or simultaneous users, EURO10.000.00 for each calendar week, at the most, however, EURO 150.000,00.Contractual penalties paid by the licensee shall be credited to any further claims for restitutionof damages on the part of ITS.7. Changes7.1 These terms and conditions shall also apply for use of updates, upgrades or new versions ofthe licensed programs as well as for programs handed over to the licensee on the basis of additionalsoftware delivery notes.7.2 ITS recommends that the licensee notifies ITS in writing of changes in the server location,hardware configuration, or operating system specified in the technical environment description, toensure at all times that the nature and extent of use of licensed programs by the licensee is clearlyestablished.8. End of ContractWhen the contract ends by termination or expiration of the contracted period of use, thelicensee agrees to immediately return to ITS all copies of the licensed material in the licensee'spossession, whether printed or on data media, especially all copies of licensed programs, withoutkeeping any copies, and to immediately delete copies of licensed programs on storage media at thelicensee's, particularly hard disks.Last revised: 09/2008General Terms and Conditions of Licensee