VISULOX License Agreement
1 Object of the Agreement
The object of this licence shall be the standard data processing programme VISULOX of AMITEGO
(SOFTWARE). Should a portion of the object of the Agreement also be the supply of standard software
of a third party manufacturer, their terms of use shall apply exclusively in this respect. AMITEGO shall in
this respect solely arrange the licence agreement, which is then concluded between the manufacturer
and customer. These terms of use shall be provided to the customer on request.
AMITEGO amitego Engineering GmbH, Olivenstrasse 11b, 70619 Stuttgart, Germany
VISULOX is a trade mark of amitego Engineering GmbH.
2 Rights of use
The licensee shall receive the non-transferable and non-exclusive right to use of the SOFTWARE. The
contractual grant of the licence shall occur according to the particular offer selected as a perpetual
licence or as a time-limited licence as set forth in an applicable Order. (“Order”) means any ordering instrument, used for acquiring Amitego Software or Service under this Agreement, which once executed will become part of this Agreement. The initial Order shall be attached hereto as Exhibit A. All use after expiry of the period if applicable shall be excluded. In the event of
continued use in breach of the agreement, payment of the then-valid list price of the licence in addition to
a service fee according to section 6 shall be due retrospectively to the beginning of use.
This shall not affect the right of each contracting party to extraordinary termination of the agreement
without a period of notice for cause.
In the event of the termination of the licence agreement the licensee shall be obliged to delete the
software and all copies of it completely.
The licensee may use the software on the hardware available to it; if the licensee changes the hardware,
however, the licensee must delete the software from the hardware used previously.
The licensee shall be obliged to take suitable measures to prevent any unauthorised use by third parties;
in this regard branch offices, companies associated with the customer as licensee, partners or spatially
or organisationally separate institutions of the same organisation shall be regarded as “third parties.”
3 Object-, source code and backup copies
AMITEGO shall not be obliged to transfer the object code on a data-carrier. There shall not be any claim
to surrender or disclosure of the source code either unless a p a proceeding in bankruptcy, insolvency and/or liquidation is instituted by or against Amitego or Amitego enters into a voluntary or involuntary receivership arrangement, (b) Amitego ceases to carry on business on a regular basis, or fails to provide Services for the Amitego Software, for a period of three (3) days,or any other event as set forth in the legal conditions of the German Copyright Act (UrhG). The Licensee shall be entitled to make backup
copies of the SOFTWARE if this is necessary for its proper use.
4 Copyright
The licensee shall acknowledge that the SOFTWARE is protected by copyright and international
agreements. The licensee shall not be entitled to change or process, copy or duplicate the SOFTWARE
or text materials transferred to it (codes, documentation) beyond the scope required for the use of the
SOFTWARE within the framework of the rights and obligations arising from the particular agreement
itself or through third parties. Copyright marks or registration features, such as any registration numbers
in the software in particular, may not be removed or changed.
Any temporary transfer for use for direct or indirect economic or commercial benefit to third parties shall
be prohibited without the approval of AMITEGO. Any resale for independent use of the SOFTWARE to
third parties shall only be permissible if the licence acquired is not as a result split up, i.e. the right to use
of the SOFTWARE is not just resold for a number of users determined by the licensee, the licensee
provides the data of the purchaser to AMITEGO in order to maintain the services pursuant to section 7
and the licensee ensures by all technical means at its disposal that the copy still available to it is
rendered useless and that no possibility whatsoever of use of the SOFTWARE or its components
remains to the licensee.
5 Decompilation and programme changes
Disassembling the programme code of the SOFTWARE transferred into other code forms
(decompilation) and other kinds of reverse engineering of the various production stages of the software,
including programme change, shall only be permissible without express approval of AMITEGO if the
legal conditions of § 69e German Copyright Act (UrhG) exist.
Copyright marks, serial numbers and other features serving programme identification may not be
removed or changed under any circumstances.
6 Support and maintenance
Support and maintenance of the SOFTWARE (“service”) can be acquired inaddition to the software
license.
The service period shall be renewed in each case for the same contractualperiod as the license
agreement if the service agreement is not cancelled byone contracting party in writing at the end of the
initial or each succeeding contractual period. The period of notice shall in this respect bethree months. If
the service is terminated without cancellation of the license agreement and the licensee would
reconsider to start service again, the service period from the end of the last paid service period to the
actual date shall be paid with an amount of 50% of the regular service fee.This shall not affect the right
of each contracting party to extraordinary termination of the agreement without a period of notice for cause.
The support and maintenance agreement shall include the supply of cost-free updates of the
SOFTWARE, email support at support@visulox.com and telephone support pursuant to the particular
support agreement separately concluded in this regard.
7 Guarantee
The parties are in agreement that according to the current state of technology it is not possible to
develop standard software free of defects for all application conditions. AMITEGO shall in the meantime
be liable for ensuring that the software substantially corresponds with the functions described in the
manual and that it is free of defects that cancel or reduce its value or its suitability for the purpose
contractually stipulated purpose or the usual purpose. AMITEGO shall not be liable for insignificant
deviations or reductions.
In the event of considerable defects, AMITEGO shall be entitled and obliged to eliminate the defects at
its expense or provide an equivalent replacement. (Subsequent specific performance). AMITEGO shall
be entitled to make the choice. If the subsequent specific performance or replacement delivery fails a
second time, the licensee may at its discretion either rescind the agreement or reduce the agreed
payment.
The guarantee period shall be one year, calculated from the day of delivery / download of the software.
8 Liability restriction and contributory negligence
AMITEGO shall only be liable for losses arising other than through injury to life, limb and health if these
losses are based on intent or gross negligence or culpable infringement of an essential contractual
obligation by AMITEGO or its agents. An obligation shall be contractually essential if its fulfilment is what
makes proper implementation of the agreement possible in the first place and on whose fulfilment the
customer may normally rely.
AMITEGO shall only be liable for the loss of data according to the above sentence if such a loss could
not have been avoided by appropriate data backup measures on the part of the licensee. Inadequate
data backup shall in particular exist if the licensee neglected to take precautions through backup
measures corresponding with the current state of technology against external influences, especially
against computer viruses and other phenomena that could endanger individual data sets or the entire
database.
Additional liability to damages shall be excluded; this shall not affect claims from a guarantee provided
by AMITEGO for the quality of the purchase object and the German Product Liability Act.
AMITEGO shall only be liable for those losses that are foreseeable or typical in the event of ordinary
negligence. . The limitations set forth in this section 8 shall not apply to (i) Amitego’s obligations under, (i) Amitego’s obligations under section 9 (confidentiality), (iii) Amitego’s gross negligence or willful misconduct.
9 Price adjustments
AMITEGO shall reserve the right in the event of changes in the salary- or prime costs or other general
cost changes in the IT industry that occur after conclusion of the agreement to increase or reduce the
agreed prices in accordance with the actual cost changes. The corresponding changes shall be
communicated before they take effect. The change shall take effect at the beginning of the month
succeeding the notification of change. Should these changes lead to an increase in prices of more than
5%, the licensee shall be entitled to terminate the agreement without notice in writing within a month of
receiving the notification of change.
10 Miscellaneous
Activation of the software licence shall only occur after complete payment of the usage fee for the
licensed software and – if agreed – the additional fees. Swiss law shall apply to the exclusion of UN
commercial law (CISG). The legal venue shall be Zurich.
The contractual language shall be English; versions in other languages shall merely serve as additional
information.
11 Confidentiality
Each party agrees that during the term of this Agreement, it may disclose Confidential Information to the other party and that the party who receives the Confidential Information will not disclose it except as may be set forth herein. Confidential Information shall not include information that the receiving party can demonstrate: (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party without an obligation of confidentiality; (b) was known to the receiving party prior to the time of its disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of, or reference to, the providing party’s Confidential Information; or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. If a receiving party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt notice of such request or requirement, and the receiving party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Such disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Section.
12 Miscellaneous
Activation of the software licence shall only occur after complete payment of the usage fee for thelicensed software and – if agreed – the additional fees.