Software license agreement
The licensee plans to use the licensor's software products in his company for a limited period of time. The licensor therefore grants the licensee the use of his software products on the basis of this contract for a limited period of time through access to an online platform (http://www.vineyard-cloud.com).
§ 1 definition
“Software” is the computer program described in Appendix 1.
§ 2 subject matter of the contract
(1) The subject of this contract is the provision of the software for the term of the contract together with the granting of the rights necessary for its use in accordance with the contract in accordance with Section 3.
(2) The licensor grants the licensee access to the software via the internet platform https://my.vineyard-cloud.com/. After the conclusion of this contract, the licensee will be activated for the platform.
(3) The owed quality of the software is finally derived from the description in Appendix 1.
§ 3 Granting of Rights
(1) Upon full payment of the fee in accordance with Section 4 of this contract, the licensee receives the non-exclusive, non-transferable and non-sublicensable right to use the software to the extent granted in this contract, which is limited in time to the term of the contract.
(2) The licensee is not entitled to transfer the granted access to third parties or otherwise grant third parties access to the platform in question, unless these persons have been authorized by the licensor.
(3) If the licensee violates one of the above provisions, all rights of use granted under this contract become immediately ineffective and automatically revert to the licensor. In this case, the licensee must immediately and completely stop using the software.
§ 4 Fee, Due Date and Default
(1) The remuneration for the granting of use amounts to the monthly license price shown in the order form plus sales tax.
(2) Payment of the license fee must be made within 14 days of the invoice being issued.
(3) If the licensee decides to collect the invoice using the Sepa direct debit procedure, the license fee for the respective month will be collected in advance on the 3rd working day of each month.
(3) The default interest is nine percent (9%) above the current base rate.
§ 5 Protection of the software
The licensee is obliged to take suitable measures to protect the software from access by unauthorized third parties.
§ 6 Term and Termination
(1) The contractual relationship begins on the first day of the month following the order (date of the order form) and is concluded for a period of 24 months. It is automatically extended for a further 12 months unless terminated by one of the parties at the respective end of the term with a period of three months.
(2) The contract can also be terminated in writing by either party without observing a notice period for an important reason. An important reason that entitles the licensor to terminate exists in particular if the licensee violates the licensor's rights of use by using the software beyond what is permitted under this contract and the violation does not occur within a reasonable period of time following a warning from the licensor turns off.
(3) The termination must be in writing.
(4) In the event of termination, the licensee must cease using the software.
§ 7 maintenance
(1) The licensor warrants that the contractually agreed quality of the software will be maintained during the term of the contract and that no third party rights will conflict with the contractual use of the software. The licensor will remedy any material or legal defects in the software within a reasonable time.
(2) The licensee is obliged to notify the licensor in writing of any defects in the software immediately after they have been discovered. In the case of material defects, this is done by describing the time at which the defects occurred and the more detailed circumstances.
§ 8 liability
(1) The licensor has unlimited liability
in the event of willful intent or gross negligence,
for injury to life, limb or health,
according to the provisions of the Product Liability Act and
to the extent of a guarantee assumed by the licensor.
(2) In the event of a slightly negligent breach of an obligation, the fulfillment of which enables the proper execution of the contract in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and the compliance with which the licensee can regularly rely, the licensor's liability is limited to the amount of the damage which is predictable and typical of the type of business in question.
(3) The licensor has no further liability. In particular, the licensor is not liable for initial defects unless the requirements of paragraphs 1 and 2 are met.
(4) The above limitation of liability also applies to the personal liability of employees, representatives and organs of the licensor.
§ 9 data protection
(1) The licensor will treat personal data confidentially and in accordance with the provisions of the applicable data protection law and will not pass it on to third parties.
(2) In addition, the licensor only uses personal data if it has given express consent. Consent given by the licensee can be revoked at any time.
§ 10 Supplementary Provisions
(1) In order to be able to use the contractual software, the licensee must first register for use on the associated portal under the URL http://www.vineyard-cloud.com/ and then log in for each use.
(2) As part of the registration process, the licensee confirms further general conditions of use for the portal as well as additional data protection conditions. These provisions apply in addition to this contract.
§ 11 Miscellaneous
(1) The licensee may only transfer rights and obligations from or in connection with this contract to third parties with the written consent of the licensor.
(2) Offsetting is only permitted against undisputed or legally established claims of the licensor.
(3) Changes and additions to the contract must be made in writing. This also applies to the amendment or cancellation of this clause.
(4) General terms and conditions of the licensee do not apply.
(5) Only German law shall apply to this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).
(6) The exclusive place of jurisdiction is the seat of the service provider, provided that each party is a merchant or legal entity under public law.
(7) The place of performance for the services of the licensor is the licensor's registered office.
(8) Should individual provisions of this contract be ineffective, this does not fundamentally affect the validity of the remaining provisions.