End user license agreement for the permanent transfer of software

VOLLMER WERKE Maschinenfabrik GmbH (hereinafter referred to as licensor)

Article 1 Validity of contractual conditions/the contractual object

(1) This end user license agreement is made between the licensee and the licensor. The licensee hereby confirms that they have explicitly taken note of the following regulations and consents to observe them.
(2) The software transferred by the licensor and any user manuals and instructions are copyright-protected. The licensee acquires ownership of the software storage medium (e.g. a CD-ROM or the machine on which the software is pre-installed) but not the software itself. This remains the intellectual property of the licensor or the respective copyright holder in the event that the licensor transfers third-party software to the licensee. The licensee is exclusively entitled to use the software in accordance with the contract. The copyright, patent rights, trademark rights, and all other industrial property rights to the software and the aforementioned items that have been transferred from the licensor to the licensee shall be due exclusively to the licensor.

Article 2 Scope of use

(1) Upon conclusion of the license agreement, the licensee acquires the simple, transferable right to use the software for an unlimited period of time. Insofar as software has been loaned out for a limited period of time within the scope of the main agreement associated with this license agreement, the right to use the software is also limited to the same period of time. "Use" refers to any permanent or temporary duplication (copying) of the software by means of saving, loading, running or visualization in order to execute the software and process the data contained within the software. The licensee is also entitled to execute the specified actions in order to monitor, examine, and test the software.
(2) The software copy may be modified or edited, provided this is pursuant to proper use in accordance with the contract, is performed for the purposes of connecting to other software, and is subject to error correction. All further modification and editing is expressly excluded. In particular, company names, brands, copyright notices, and other notices of reservations of rights contained within the software shall not be modified or deleted, and shall be transferred into the modified or edited versions of the software as specified in paragraph 1.
(3) The decompilation of the software codes is only permitted subject to the legal restrictions in accordance with Article 69e of the German Copyright Act and only in the event that the licensor has not provided the licensee with the information required in order to establish interoperability, despite this being expressly requested. Further decompilations are excluded.
(4) The licensee is entitled to create a backup copy from the software copy. If the software copy features technical copy protection, the licensee is entitled, upon submission of an error report, to request a new software copy from the licensor in the event that the original software copy is damaged.

Article 3 License fees

If a separate license fee applies, the relevant regulations are set forth in the underlying main agreement. Reference is made to these as applicable.

Article 4 Transferring the software copy

(1) The licensee is entitled to forward the software copy in its original format and as a whole package together with a copy of this agreement to a subsequent user. In such cases, the licensee is obliged to hand over the original data carriers, this license agreement, and the terms and conditions of the licensor to the subsequent user. The handover of the software copy and contract represent an offer from the licensor vis-à-vis the secondary purchaser to conclude an identical agreement. The secondary purchaser declares their acceptance of this upon receipt of the software copy.
(2) With the handover of the software copy, authorization to use the software in accordance with Article 1 is transferred to the subsequent user, who thereupon assumes the role of the licensee within the context of this agreement. At the same time, the original licensee's authorization to use the software in accordance with Article 1 expires.
(3) Upon handover, the licensee shall delete or otherwise destroy all copies and duplications of the software copy as well as any modified versions and copies thereof immediately and in their entirety. The same applies to backup copies.
(4) Paragraphs (1) to (3) also apply in the case of a temporary or free-of-charge transfer.
(5) The licensee is not permitted to assign sub-licenses.

Article 5 Other rights, data protection

(1) All further rights to the use of the software copy are reserved. In particular, the licensee is not entitled to use the software and/or modified or edited versions thereof at the same time on more than one computer or machine. The licensee's rights to use their own software that is developed or operated under proper use of the software provided by the licensor and to all other results achieved through the use of the software remain unaffected.
(2) Any rental of the software copy or parts thereof is expressly prohibited.

Article 6 Guarantee

Note that it is not possible to develop software in such a way that it runs without errors for all application conditions. The licensor guarantees that the software copy is suitable for use within the context of the program description and/or operation pursuant to the contract as specified by the licensor at the time of transfer to the licensee.

Article 7 Liability

(1) Each contractual partner shall be liable, regardless of the legal ground, exclusively for damage which has been caused as a result of culpable breach of a substantial contractual duty, namely a duty which, when breached, jeopardizes the achievement of the purpose of the contract and/or which, when fulfilled, mainly facilitates the proper performance of the contract, and the observance of which the contractual party may rely on regularly (cardinal duty). In all other cases, any liability on the part of the licensor is excluded and shall be limited to typically occurring contractual damage, the occurrence of which each contractual partner had to anticipate on conclusion of the contract based on the circumstances known to them at that time.
(2) The licensor shall only be held liable for the loss of and restoration of data if the loss would not have been avoidable by means of appropriate data backup measures by the licensee.
(3) The limitations of liability outlined in paragraphs (1) and (2) do not apply to damage caused as a result of intentional or gross negligence, damage arising from damage to life, limb or health or to any claims arising from the Product Liability Act.
(4) The period of limitation for claims by the licensee against the licensor is, provided that the licensee is not the consumer, limited to one year from the start of the statutory period of limitation.
(5) The provisions set forth in Article 7 also apply to each third party/subsequent user.

Article 8 Support agreement

If, in addition to the license agreement, a software maintenance and update agreement (support/service agreement) has been concluded, any deadlines, services, and costs/fees incurred are derived exclusively from this.

Article 9 Confidentiality

The licensee is obliged to maintain confidentiality with regard to the items made available to them (in particular, software, user manuals, and instructions) insofar as these are legally protected or contain trade and/or company secrets. This obligation to maintain confidentiality applies beyond the term of the contract.

Article 10 Miscellaneous information

(1) Any amendments or supplements to these general terms and conditions of license and sale or to this end user license agreement shall be made in writing. If individual provisions of the contract are ineffective, the effectiveness of the other provisions of the contract remains unaffected.
(2) The agreement is subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG). The place of fulfillment and place of jurisdiction for all disputes arising from and in connection with this license agreement is the registered office of the licensor (Biberach an der Riss). The licensor also has the right to bring charges against the licensee arising from breaches of this agreement at the place of the licensee's headquarters.

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