§1 Contractual basis
Please read this License Agreement for Software Rental carefully before you start using the Team Manager software of CGS-Systems UG (limited liability). By putting the Team Manager software into operation and in particular by paying the invoice amount and activating the granted software license by entering the license key, you agree to the terms of the following license agreement. Do not use the Team Manager software if you do not agree with the terms of this license agreement.
§1.1 Transfer of rights and obligations
CGS-Systems UG (limited liability) may transfer all rights and obligations arising from this agreement to third parties at any time. However, the licensee may not transfer the rights granted below to third parties or grant further rights of use without the prior written consent of CGS-Systems UG (limited liability).
§2 Subject matter
This license agreement, refers to the software Team Manager of CGS-Systems UG (limited liability). “Software” in the sense of this contract means the software program and all associated documents and files included in the scope of delivery. The following contractual terms and conditions shall apply exclusively to the transfer of the software to the customer. Other contractual conditions shall not become part of the contract, even if CGS-Systems UG (limited liabilityt) does not expressly object to them.
§2.1 Grant of License
The licensor is able to grant rights of use and administration of the Team Manager software to third parties. On the basis of this License Agreement, the licensee acquires from the licensor a non-exclusive license for the exclusive use of the Team Manager software in one of four possible variants:
Annual license – Private: license limited to one year, use of Team Manager software on a single computer possible
Annual license – Clubs: license limited to one year, Team Manager software can be used on up to five computers at the same time.
Full license – Private: unlimited license, Team Manager software can be used on one computer only
Full license – Clubs: unlimited license, Team Manager software can be used on up to five computers at the same time.
The respective valid license variant is selected during the order process and is entered on the invoice. A transfer to third parties is excluded. The licensee is entitled to free support (via email, telephone, remote maintenance). Furthermore, the licensor provides a free demo version with limited functionality for non-registered licensees. The license granted is basically the same as for a full version. Restrictions of the demo version are possible at the free discretion of the licensor. Furthermore, no documentation, updates and/or support are owed for the demo version.
§2.2 Delivery and Installation
The Team Manager software is distributed exclusively via the Licensor’s website by download. The Licensee is fully responsible for the installation and functionality of the computer operated by it. Installation services are not owed by the licensor.
The documentation for Team Manager shall be provided to Licensee as an online manual in German. Licensee shall not be entitled to receive the documentation in paper form.
The licensor may, at its own discretion, provide free updates for the Team Manager software. The licensee shall have no claim to such updates. This shall not affect the obligation of the licensor under warranty law. New versions of Team Manager shall be made available by the licensor at its own discretion under the terms and conditions set forth on the current website.
§2.5 Maintenance and Support
Support and maintenance services beyond the warranty are not subject of this license agreement.
§2.6 Consent to transfer license data to a license server
The activation of the Team Manager software is performed by encrypted transmission and verification of the license key (sent by email after payment of the invoice) to a license server. The processing of the information on the license server is automated. The licensee agrees to this transmission (also in time intervals) according to §4 BDSG.
§3 Exclusion and limitation of liability
The licensor excludes its liability for slightly negligent breaches of duty insofar as these do not relate to material contractual obligations, damage resulting from injury to life, limb or health or guarantees or claims under the Product Liability Act are affected. The same shall apply to breaches of duty by the vicarious agents of the legal representatives of the licensor. If the licensor negligently breaches a material contractual obligation, its liability to pay compensation shall be limited to the foreseeable damage typical of the contract. The licensor shall not be liable for damage caused by disruption of operations, in particular as a result of force majeure (e.g. fire and natural events) and as a result of other events for which the licensor is not responsible. Liability for loss of data shall be limited to the typical effort of recovery that would have occurred if backup copies had been made on a daily basis. A strict liability of the licensor according to §536a Abs. 1 Var. 1 BGB due to defects already existing at the time of the conclusion of the contract is excluded. The above provisions on limitation of liability shall apply to all contractual and non-contractual claims for damages against the licensor, irrespective of their legal basis, and accordingly to the licensor’s liability for compensation for futile applications.
The licensor points out that it is impossible to develop software products in such a way that they are completely error-free under all potential application conditions. The licensor warrants that the software is both usable in the sense of the performance description and has the properties warranted there in. An insignificant reduction in usability shall not be taken into account.
Obvious defects in the Team Manager software must be reported to the licensor by the licensee within 14 days of activation, and hidden defects must be reported immediately after their discovery. Program defects must be reported in writing and described in such concrete terms that the defective program sequence can be reproduced. Warranty claims and claims for support require proper program installation and system adaptation. Warranty shall be provided by rectification of defects at the discretion of the Licensor.
§4.2 Data loss
Due to the multitude of data and operating constellations as well as operating errors occurring in practice, data loss cannot be completely ruled out. The licensee must therefore ensure that any lost data can be easily reconstructed by means of complete data backups, which are performed on a regular basis. In particular, the licensee has the obligation to defend against viruses in accordance with the current state of the art.
§5 Industrial property rights
The licensor shall be entitled to the copyright as well as the resulting property rights, rights of use and exploitation rights to all copyrightable materials which are provided to the licensee in the course of licensing. Rights are granted exclusively in the form set forth in §2.1. The Team Manager software itself as well as the license is protected by various technical solutions. It is prohibited to circumvent these. Furthermore, the licensee is prohibited from modifying, reverse engineering, decompiling or creating derivative software of the Team Manager software. However, this does not apply to the used external libraries listed in §5.1. Unauthorized reproduction or distribution of the Team Manager software will be prosecuted and may result in significant penalties and claims for damages.
§5.1 Use of the Qt External Library
The Team Manager software uses libraries from the Qt project under the LGPLv2.1. More information can be found at www.qt.nokia.com. The libraries currently in use are the Qt libraries 5.8.
§5.2 Using the VideoLAN external library
The Team Manager software uses libraries from the VideoLAN project under LGPLv2.1. For more information, see www.videolan.org.
§6 Execution of the contract
Upon acceptance of the present rental agreement by the licensee, this Agreement shall come into effect.
§6.1 Rental Fee
The license to use the Software shall be provided in one of four ways in return for the payment of a rental fee. The rent includes the ongoing program maintenance and program development (update) and the license fee. The rental fee is to be paid in advance by the licensee after invoicing by the licensor. The rental fee depends on the licensing variant:
Annual license – single user: 125,21 € + 23,79 € (19% VAT) = 149.- €
Annual license – club version: 360,50 € + 68,50 € (19% VAT) = 429.- €
Full license – single user: 335,29 € + 63,71 € (19% VAT) = 399.- €
Full license – club version: 839,50 € + 159,50 € (19% VAT) = 999.- €
§6.2 Contract term and activation
If no explicit contract term is specified, a contract term of 12 months from the date of invoicing by the Licensor shall apply. After full payment of the fees based on the invoicing by the Licensor, the Licensee shall receive an activation code to activate the purchased program version. In the course of the activation process of the Team Manager software, an existing Internet connection is required. The licensee must completely and permanently delete all copies of the Team Manager software as well as documentation and installations upon expiration of the contract term. Any use of Team Manager after the expiration of the contract term is prohibited.
§7 General Provisions
§7.1 Choice of Law and Place of Jurisdiction
The business relations and all legal relations between the licensor and the licensee shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Verbal agreements as well as deviating conditions of the licensee must be in writing to be effective. Conditions of the licensee shall not bind the licensor. If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the licensor’s place of business shall be the place of jurisdiction.
§7.2 Interpretation of the contract
Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provisions are to be replaced by effective provisions, which come closest to the pursued economic purpose.
CGS-Systems UG (limited liability)
Register Court Munich
Managing Director: Dr. Christian Gabor Sorger
Pollinger Str. 3
Status of the license conditions September.2018