The attached contract is an agreement between the end user (the ‘licensee’) and United Planet GmbH (hereinafter the ‘licensor’), which defines the use of the software by the licensee.
Should you have any questions, please contact the licensor. By installing our software, making a backup copy or any other use of the licensor’s software, you are agreeing to the terms stated in this end user license agreement. If you do not agree to accept these contractual provisions, you are not permitted to install, make a copy of or make any additional use of the software.
The general terms of the licensee, which vary from these conditions, will not be considered content of the contract, even if the licensee’s order is based on the general terms of the licensee or if the licensor has not explicitly excluded their validity.
So long as nothing to the contrary is specified in this contract, the general terms and conditions of the licensor apply in their current form.Intended purpose of the software
Intrexx is an innovative portal software that’s easy to learn and can be implemented rapidly. With it, processes can be automated, simplified and adjusted to ever-changing requirements at any time. Data from a wide variety of software systems can be integrated and consolidated.
The software is installed and administrated on one server and is available to the end user via the browser. The software serves as a platform for quickly and easily developing individual applications, of any type, as well as the individual digitization of business processes. The software, therefore, shall be individually modified and edited by the licensee in each case. The licensee is, however, prohibited from interfering with the program logic or the source code of the software and from making changes to or circumventing the user administration.§1. Subject matter of the contract
§2. Granting of rights
- The subject matter of this contract is the computer program, assistance programs, program libraries, scripts, demonstration files, description of program and operating instructions as well as additional written material. They are also referred to below as “software”.
- The licensee receives from the licensor, within the scope of this agreement, a non-exclusive and non-transferable right to use the software for their own purposes so long as the use abides by the rules laid out by the licensor and the general terms and conditions specified in the attached license guidelines document. Information concerning the scope and content of the software can be found in the product documentation.
- Installation and configuration services are not part of this contract but can be agreed upon separately between the parties.
- The contractual software is protected by copyright laws and international copyright agreements (§69a ff UrhG) (German Copyright Act)). The issue of copyright is a topic of this contract. Notices concerning copyright or other intellectual property rights, which are available to be viewed on the software may not be altered, removed or made otherwise unrecognizable.
- The contractual products are delivered in a ready to use form, therefore in its object code. The source code is not a subject of this contract. So long as it is technically not possible to deliver the licensed products without the source code, the licensee is not permitted to modify or otherwise edit the delivered products in anyway unless exceptions have been specifically defined.
A. Scope of use
After the initial installation of the software, the test software can be used for a specific period of time as stated during the installation. Using an unregistered version after the expiry date of the license has passed, is a violation of this agreement. With the acquisition of a full version the scope of use of the acquired license is for an unlimited period of time. United Planet grants the licensee, for the duration of this contract, the non-exclusive and non-transferable right to use the software on a PC or server with a valid license for operating the software. When renting Intrexx, the rights of use differ. These rights of use can be found within the rental contract itself.
The following rules apply for different licenses:
- The Intrexx Portal Server is the foundation for the operation of Intrexx. The license for the Intrexx Portal Server includes the right to install the software on a PC or server and to use the software for an Intrexx portal on this PC or server. For the operation of more than one Intrexx Portal, additional Portal Server licenses must be purchased.
- The Intrexx named user license allows a user to be granted the right to use the software. Each individual (a named user) that requires personalized access to an Intrexx portal must be named by the licensee and also possess a named-user license). A named user is:
This can include all part- and full-time employees, interns, individuals employed as temporary employees, contacts from partners or customers as well as employees of service providers, which means, in the scope of providing their services, they must access the Intrexx portal. User licenses can be allocated to different portals. No individuals other than those who possess a named-user license have any rights of use.
- A user whose name is known by the licensee.
- A user whose name should be known by the licensee.
The operation of a user license for so-called group accounts (for example, on terminal computers or at a computer station) is only allowed if a special agreement is made in writing and only if the payment of the appropriate license fee(s) is made.
- The Intrexx Extranet License grants the right to use the software in an extranet scenario. In this scenario, an unlimited number of users can access any number of applications. A requirement for an extranet scenario is that the portal must be accessible from outside of the company, also by external users, without any hindrances caused by a firewall being in place. In order to confirm this, the licensee must send the portal’s URL to United Planet so that the licensor can check that the requirement is being complied with.
Moreover, the use of an Extranet License is limited to a company’s 3rd party contacts. “3rd party contacts” are defined as users who are not employed by the licensee (e.g. part- and full-time employees, temporary or permanently hired employees, trainees/ interns or employees acquired through staff leasing) and also who are not legally associated with the company in any way (i.e. workers in subsidiaries, holding companies or a group of companies).
For administration, or rather operation and contact purposes, the license guidelines document specifies a fixed number of internal employees from the licensee that are permitted to be registered as named-users in the user management rights of the external portal. These internal named-users may actively work within the external portal.
The licensor reserves the right to verify the licensee’s use of the extranet, especially with regard to its correct use, with the help of a third party.
- In addition to the various basic licenses required for using Intrexx, there are also some additional Intrexx modules which are license based. Additional modules can be, for example, Intrexx applications or connectors for various 3rd party systems. These additional modules have been created by the licensor or third party providers. The license conditions of the respective provider apply to additional modules created by 3rd party providers.
Licenses for additional Intrexx modules grant the right of use of the additional module as specified in the product information, for the defined number of users within one portal. For the use of the additional module in a further portal, additional licenses must be acquired. The use of additional modules, for which an Intrexx license is necessary, without acquiring the required license, is a violation of this agreement.
- Non-productive test and / or development systems for Intrexx require licenses. The licenses provided for test and development purposes allow access for an unlimited number of named users as well as testing of all additional Intrexx modules created by the licensor for non-productive test and development purposes. The use of these licenses for productive systems is not permitted. The interference with any security mechanisms, the removal of copyright, or rather, any type of existing information on the product, by the licensee, is not permitted.
The licenses for testing and development systems for Intrexx are, in principle, valid for a limited period of time. This period of time is regulated in a separate agreement and can be extended upon payment of the corresponding license fees by the licensee to the licensor.
Each additional installation and / or use of the software on a PC or server, whether in an office, subsidiary, permanent establishment or a legally independent entity affiliated with the company requires a separate license plan from United Planet.
The Intrexx partner version of licenses is solely for the use of resellers for internal use and presentation purposes. Any other type of use is not permitted.
B. Rights of ownership
Acquisition of additional rights to the software itself does not form part of this contract. United Planed maintains all rights of the software in particular the rights of publication, reproduction, processing and use.
C. Reproduction of the software
The software itself and its accompanied written materials are copyright protected. Should the software unintentionally lack a copyright protection notification, the licensee is permitted to make only one back up copy permitted for hedging purposes. The licensee must mark the duplicate copy as “backup” as well as ensure that the copyright notice from United Planet is clearly visible. Recorded in the software is a copyright notice and along with this notice, the licensee’s registration numbers; these should not be removed. It is expressly prohibited for any user of the software to reproduce the software itself, including any of the written material which accompanies the software, or to reproduce the software in any other way, either wholly or partially, in its original or modified form or merged with other software or incorporated in other software.
D. Resale and rental
The licensee may not rent or distribute the software by making it accessible to the public and/ or making it available for download. Transferring the right to use the software to a third party is permitted only in the scope of this contract. The licensee has the specific duty to inform United Planet, in advance, with the contact data of the 3rd party (company, address, contact person) as well as a confirmation that the 3rd party has agreed to all the terms and conditions within this contract. The licensee must delete all copies of the software (including previous versions) as soon as possible, render them as useless or return the software to the licensor in this scenario.
§3. Program changes
The software may be modified and edited by the licensee, as part of the purpose of use of the software to the extent described in this agreement and may also be used to achieve interoperability with other software programs. The licensee is authorized to connect the software provided with other computer programs and to develop their own applications and processes.
Modifications or developments to the software beyond what is stated in §1 by the licensee is not allowed, provided it doesn’t serve the purpose of removing a fault and the licensor has exceeded the deadline with regards to fixing said fault. In any case, it is prohibited to revert, decompile or disassemble the software or written materials or develop products that derive from the software. It is also prohibited to circumvent or change the user management or licensing technologies within the software. The relevant provisions of §§ 69a-69g of the Copyright Act remain unaffected.
The licensee is liable for all damages resulting from copyright violations incurred to the licensor, which arise due to any violation of these contractual conditions made by the licensee.
§4. Duration and termination of the rights of use
The rights of use become valid when the licensee confirms their compliance with the terms regulated within this End User License Agreement. The acceptance of the terms is deemed unlimited, with regard to time, from the point the licenses have been acquired by the licensee.
Any use of the products by the licensee which goes beyond the regulations specified in §2 of this agreement, is a violation of this contract. In this case the licensor is entitled to immediately terminate the contract. All rights of use under this agreement are then immediately ineffective for the licensee and are automatically returned to the licensor. In this case, the licensee shall refrain from using the software immediately and shall completely remove all versions of the software installed on its systems, together with all copies of the software made for the purpose of backup which may have been created. All documentation relevant to the software is to be deleted or returned to the licensor.
§5. Changes and updates made by the licensor
The licensor is entitled to update the software at its own discretion and at any time they see fit. The licensor is not obliged to make said updates available to licensees, whose software is not registered or if a maintenance fee was not paid.
§6. Liability for defects
The licensor guarantees that the software is in compliance with the description and specifications laid out in the relevant program documentation and has been created with due care and skill, in accordance with §§ 434 ff of the BGB (German Civil Code).
At the time of handing over the software, United Planet guarantees the original licensee that the software can be used as described in the documentation and free from malware.
The licensor will rectify the software’s defects which do not cause negligible limitations to the use in accordance with the regulations. This is done at the discretion of United Planet, depending on the significance of the error, by providing an improved software version, information as to how to remove the defect or how to circumvent the effects of the fault. The licensee is obligated to accept the new software version, which will remove the defect, unless this leads to undue adjustment and implementation problems.
If the defect cannot be remedied within a reasonable period of time or if the repair or replacement is deemed to have failed for any other reason, the customer may request a reduction in price or rescission of the contract. On the termination of the contract, the licensee must destroy or render the contractual software, including all documentation and copies which have been made, unusable and return the software to the licensor.
The defect cannot be deemed as the responsibility of the licensor if the defect is due to the fact that that the system requirements specified in the software documentation are not met and not suitable for the product. In addition, the licensor does not guarantee that the software meets all the requirements of the licensee and can connect with other software programs selected by the licensee. The responsibility for the proper selection and use of the software as well as its intended and achieved result is the responsibility solely of the licensee.
Technical information, specifications and performance information, which is made in public statements, in particular advertising materials, are not guarantees. The functionality of the software is based on the description within the written documents and where appropriate, supplementary agreements made for this purpose.
As long as this does not concern a consumer good purchase in accordance with §§ 474, 475 of the BGB (German Civil Code), the right to claim for defects – except in cases of defect defined in §7, Paragraph 1 – expires after 12 months of the software being delivered. The licensee must immediately notify the licensor, in writing, of any defects discovered. In the case of material defects, the licensee is obliged to provide the licensor with a description of the time of discovery and any other necessary information.
The licensee agrees to allow the licensor to access the software by means of remote or on site access etc. for the purpose of examining the defect(s). The necessary connections are made available by the licensee. In some cases, the connections of the licensee may need to be accessed by United Planet, so long as this does not violate the data protection rights of the licensee.
In the case of loss of life, limb or injury to health, the licensor is fully liable if the loss is intentional or through gross negligence in accordance with the regulations of the Product Liability Act as well as if there are any breaches any of the services guaranteed.
United Planet is only liable for slight negligence, if a duty, whose fulfillment facilitates the proper consummation of the contract in the first place and in whose fulfillment the licensee can trust (cardinal duty) is breached. The amount to be paid in damages is limited, that is predictable or typical based on the type of business in question, to two times the amount paid by the customer for the license fee.
Unless otherwise stated in §6 and §7, the licensor is only liable for direct damage to the product – not indirect and consequential defects (in particular, loss of profit and loss of production). The licensor shall not be liable for loss of data, unless the licensor caused a defect by gross negligence or willful intent and only if the licensee has ensured to store their data in machine readable form and can be reconstructed with a reasonable effort.
The licensee is aware that they should conduct regular backups of their data in the context of their obligation to minimize any damage in the case of a suspected software error and they shall take all reasonable additional safeguards to ensure they carry out these regular backups.
The licensor is not liable in any additional case. The above provisions also apply to the benefit of any agents acting on behalf of the licensor.
§8. Software maintenance
The maintenance of the software is governed solely by the terms of a separate software maintenance agreement, the “Software Service Contract”.
§9. Duty of care, audit rights
The licensee is obliged to safely protect the software and all its accompanying documentation and take appropriate measures against unauthorized access by unauthorized parties, in particular by ensuring to keep all copies of the software in a safe place. The employees of the licensee should also fully accept the current contractual and copyright terms and conditions. In particular, the licensee should inform all their employees that they are not permitted to make any unauthorized copies of the software or of any documentation relating to the software.
Should an employee of the licensee breach the copyright terms of the licensor, the licensee is obligated to cooperate in investigating the infringement of copyright, in particular by informing the licensor immediately of any information or actions taken, which are related to said infringement.
The licensee will allow the licensor, upon request, to verify that the licensed software is being used properly, in particular to verify that the licensee is using the software qualitatively and quantitatively in accordance with the purchased licenses. In order to achieve this verification, the licensee shall make available to the licensor the required documents and records as well as allow the licensor to verify the hardware and software environment currently in use.
§10. Other provisions
Any additional clauses or amendments to the terms of this contract or more precise definitions as well as specific guarantees and conditions must be made in writing and approved by United Planet. The same applies to the removing of said condition.
United Planet and the customer hereby agree that the validity, operation and performance of this contract shall be governed by and interpreted in accordance with the laws of the Federal Republic of Germany.
In the event, that the licensee is a merchant, in the sense of the code of commercial law, is a juristic person or a corporate body under private law, Freiburg in Breisgau, Germany, will be used as the place of jurisdiction for any contentions that occur within the development of this contractual agreement.
The invalidity of one or more provisions of this contract shall not affect the validity of the contract as a whole. The parties agree to replace the invalid provision with a provision that best fits the purpose that the invalid clause previously covered. The same applies in the case of an omission of a clause within this agreement.
If you have any questions concerning the end user license agreement or wish to speak to the licensor directly, please contact:
United Planet GmbH
D 79017 Freiburg
E-Mail: info (at) unitedplanet.com
This document was last revised in May 2016