The following terms are used in the following as defined here:
“Software” (i) – the software data of the i-doit product programme and (ii) the relevantdocumentation;
“Instance” – operation of the i-doit software on a single, suitable computer system; it isirrelevant in this regard whether the software is used on a virtual or a physical system; the useon a system cluster is also admissible in the context of an instance provided this cluster has theexternal appearance of a singular system;
“Associated company” – companies associated pursuant to sections 15 ff. AktG (German StockCorporation Act);
“client” – a unit that is independent from an organisational and data-technical point of viewwithin an instance with separate master data records and an independent record oftables/views controlled via parameters;
“object” – an asset or Configuration Item (CI), such as a server, a router, a client PC, a contract, acable, an application or a license;
“synetics” – synetics Gesellschaft for Systemintegration mbH, a company domiciled inDüsseldorf, Germany;
“licensee” – the party that acquires directly from synetics a subscription license to the softwareon the basis of these terms of license and use;
“partner” – the party that is linked to synetics as a partner on the basis of a frameworkagreement;
“reseller” – the party that is linked to synetics as a reseller on the basis of a frameworkagreement;
“end user” – the party that acquires a subscription license to the software from a reseller or apartner or some company associated with the end user and that uses the software for itself.
§2 Subject of t he license
The licensee acquires a subscription license to punctual delivery of the software and the rightsof use described in the following. synetics delivers the software in accordance with its productdescription in the relevant current version. There is no claim to any deviating composition orcharacteristics, nor can in particular such be inferred from any different descriptions of thesoftware outside the documentation, especially not from an public statements or advertising.Composition or characteristics going beyond that indicated in the documentation will be dueonly if synetics has expressly confirmed this in writing.
The licensee must otherwise obtain information regarding the basic function features of thesoftware. The licensee bears the risk of these functions meeting his requirements and wishes orthe requirements and wishes of his customers.
synetics transfers the software to the licensee either on a suitable data medium or via adownload facility. In the case of the software being protected by a license key, the licensee shallreceive the relevant license key exclusively for use of the software as described in more detail inthese terms.
Installation and configuration services are not the subject of the subscription license.
The software includes products from third-party manufacturers. These third-party products aresubject to additional license terms, which can be accessed under https://www.i-doit.com/licence-others/ and which represent an integral part of these terms of license and use.
§3 Rights and restrictions
(1) All rights to the software, in particular the copyright, the rights to inventions and otherindustrial property rights, are in the relationship between the licensee and its customersowned exclusively by synetics, unless otherwise determined in these terms of license and use. This also applies to all other objects, documents and information that may be madeavailable to the licensee in the context of the planning and/or execution of the agreement.
(2) With full payment of the annual license price to be paid in advance, which is determinedaccording to the synetics price list valid at the time of the license in question is ordered bythe licensee or the relevant license extension according to the following paragraph, whichcan be accessed under https://www.i-doit.com/en/products/pricing/the licensee shallreceive a non-exclusive right to use the software for one year subject to the scope grantedin these terms of license and use. Before the purchase price has been paid in full, all datamedia and the documentation provided with the licensee are under reservation of title.
(3) The first year of the license term commences at the time agreed between synetics and thelicensee and expires on expiry of a period of 12 months thereafter. This license term will beextended by further periods of one year each, unless synetics or the licensee serves noticeto cancel the subscription license at the latest six weeks before due expiry of the licenseterm. The above does not prejudice right of either party to cancel with immediate effect forsome important reason. synetics is entitled to cancel the license cancel with immediateeffect for an important reason especially when the licensee or the end user is in breach ofsynetics’ rights indicated, inter alia, in these terms of license and use. Every cancellationmust be in writing pursuant to section 126 BGB (German Civil Code).
(4) Use of the software is restricted to one instance per subscription license. Generally, onlyone client can be set up for each subscription license. If more than one client is to be set upfor a certain instance, a separate subscription license will accordingly be necessary inprinciple for each client. The maximum number of objects that can be operated for eachclient will depend on the number and the volume of the booked object packages.Generally, each booked object package can be used only for one client.
The situation will be different only if synetics grants a so-called client license for anadditional charge.
This entitles the licensee to (i) set up up to 50 clients for each subscription license and (ii) todivide individual object packages onto up to 50 clients. The total number of the objectsactually operated may, however, in such a case also not exceed the number of objects thatmay be operated according to the booked object package in question.
(5) The permitted use of the software comprises its installation, transfer to the main memoryand the intended use by the licensee or its customers
(6) If the licensee is neither a reseller nor a partner, it can transfer the subscription license toone company affiliated to it, along with the license certificate and the documentation, andgrant to this affiliate a non-exclusive right of use the software limited to the license termpursuant to the paragraph 3 above. Resellers and partners are permitted to issue asubscription license, along with the license certificate and documentation, to a maximum ofone end user and grant to this end user a non-exclusive right to use the software within thelicense term pursuant to paragraph 3 above. When transferring the right of use to a thirdparty in accordance with the above, the licensee must (i) ensure that the end user also usesthe software only on one instance per subscription license, and (ii) expressly ensure thatthis party complies with the stipulations in these terms of license and use. The licenseemust in particular oblige the third party to undertake and comply with all obligations of thelicensee pursuant to these terms of license and use directly. A splitting of acquired licensevolume packages is not permitted. When such permitted transfer to a third party is made,the licensee shall no longer have any right of use form the granted subscription license. Thelicensee must delete the installed software provided to it on the basis of the acquiredsubscription license or return this to synetics, unless the licensee is required by law to keepcustody of the software for some longer period. The licensee is not permitted to transferthe software in any other way. The licensee is in particular prohibited from ceding, renting,selling or in any other way sub-licensing the software to any third party. Public disclosure ofthe software or rendering it accessible is prohibited in any case.
(7) Insofar as the licensee has a right to use the software, it shall be entitled to create a backupcopy of the software if this is necessary for safeguarding future use of the software. Thelicensee is obliged to mark the backup copy he has created “Backup Copy” and make visiblethe synetics copyright to this software.
(8) The licensee is entitled to decompile or duplicate the software only insofar as this isintended by law. This shall, however, apply only subject to the condition that synetics hasnot provided to the licensee the information necessary for this purpose information inwriting within a suitable period.
(9) Software provided only for testing or demonstration purposes may not be used in any inproductive systems or provided to any third party.
(10) If the licensee uses the software to an extend that exceeds the acquired rights of use from aqualitative point of view (in terms of the nature of the permitted use) quantitative point ofview (in terms of the number of acquired licenses), synetics shall be entitled to charge thelicensee for this additional use in accordance with the prices indicated in the relevant valid synetics price list, which can be accessed under https://www.i-doit.com/en/i-doit/price-overview/ synetics reserves the right to claim for damages and the option to cancel the agreement, including with immediate effect.
(11) Copyright notices, serial numbers and other features serving software identification maynot be removed or changed on the software.
(12) If the software provided to the licensee is replaced, for example in the course of someimprovement or updating, all rights of the licensee relating to the replaced softwarepursuant to these terms of license and use shall expire as soon as the licensee uses the newsoftware.
(13) The licensee and the end user may carry out modifications on the software in the sense ofsection 69c, number 2 UrhG (German Copyright Act), in particular amendments andextensions, only if this is expressly permitted by law or by synetics. synetics points out herethat even minor modifications could lead to significant, unforeseeable disturbances to theoperation of the software and other programs. The licensee and the end user are thereforeexpressly warned against making unauthorised modifications of the software; they shallbear the attendant risks exclusively.
(14) The software may be used only in line with the applicable legal provisions, personal datamay in particular be collected, used and processed only within the framework of theapplicable data protection laws and regulations.
(15) Any temporary or permanent, complete or partial transfer of the software for use by a thirdparty exceeding the scope regulated above is permitted – including in the context of acompany restructuring or a legal succession pursuant to Umwandlungsgesetz (GermanTransformation Act) – only with the prior written consent of synetics; otherwise such transfer is forbidden. At the end of the license term, the licensee shall no longer have anyrights to use the software. The licensee must then discontinue all use of the software withimmediate effect and erase all installed copies of the software or return these to synetics,unless the licensee is required by law to keep custody of the software for some longerperiod.
§4 Licence claims in the case of defects
Any licensee claims in the case of defects shall be based on the corresponding regulations insynetics’ General Terms of Business.
§5 Monitoring and information
(1) The software includes an object counter. The licensee is obliged to report these data inwriting to synetics at the end of each calendar half-year when the licensee is also the enduser. If the licensee assigns the software for use by a third party in accordance with theseterms of license and use, he must enjoin that third party to undertake to report these datain writing to synetics at the end of each calendar half-year.
(2) synetics is entitled to investigate, at the licensee’s premises whether the licensee holds asufficiently dimensioned object license and whether the software is being used according tothe granted license. If the licensee assigns the software for use by a third party inaccordance with these terms of license and use, he must enjoin that third party to acceptthat synetics is entitled to investigate, at the premises of the third party whether the asufficiently dimensioned object license has been issued and whether the software is beingused according to the granted license.
§6 Third party assertion of rights
If some third party asserts rights to the software, the licensee must notify synetics thereof inwriting without delay. If the licensee assigns the software for use by a third party in accordance with these terms of license and use, he must enjoin that third party to undertake to notifysynetics without delay of any third party asserting claims against the software.
§7 Concluding provisions
(1) No oral agreements have been reached. Any supplements or amendments to these termsof license and use must be in writing. This, however, does not apply to individualcontractual arrangements in the sense of section 305b BGB with agreed with an authorisedrepresentative of synetics. The requirement for the written form can also not be waived byoral agreement, implied behaviour or by silence.
(2) If any individual clauses or provisions in these terms of license and use be void orineffective in law in part or in full, or become so as a result of changes in the legal situationor through the case law of the supreme court, or if these terms of license and use are foundto contain a gap, the remaining provisions shall continue to apply.
In such a case, the parties to the agreement undertake to replace the invalid provision, incompliance with the principle of good faith, with a valid provision that comes as close aspossible to the meaning and purpose of the invalid provision. In the event of a gap beingfound, a regulation shall be considered agreed that corresponds to what the parties wouldhave agreed according to the meaning and purpose of these terms of license and use if theyhad considered the matter.
(3) The General Terms of Business of synetics, in the relevant valid version, shall otherwiseapply. If the regulations of the General Terms of Business are in conflict with theregulations of these terms of license and use, the latter shall have priority.