End User Licence Agreement
Preamble
By clicking the "OK" button, a contract for the use of BAYOOSOFT Themis is concluded between you (hereinafter: "Licensee") and us, BAYOOSOFT GmbH (hereinafter: "Licensor"), subject to the following terms and conditions.
§ 1 Subject of the Contract
(1) The Licensor provides the Licensee with the BAYOOSOFT Themis software in the respective current version. BAYOOSOFT Themis is a web-based software solution to support the creation of the technical documentation of medical devices.
(2) Included in this contract is the provision of the software on the Licensor's servers and a training and instruction service for the Licensee.
§ 2 Grant of rights of use
(1) The Licensor grants the Licensee a non-exclusive and temporary right to use the Software for its intended purpose to the extent set forth in this Agreement. The right applies to individual use per named user account ("Named User Licence") and may only be exercised by this person. The Licensee undertakes to prevent multiple use per user account in a technically effective manner.
(2) Decompiling of the software is not permitted for purposes other than those stipulated by law in § 69e of the German Copyright Act (“UrhG”) without the prior consent of the Licensor.
(3) The Licensee is not entitled to lease, sub-license, make publicly available or otherwise make the Software available to third parties. Not considered as third parties are employees in the business operations of the licensee and persons employed by the licensee to ensure the designated use.
(4) If the Licensee exceeds the rights of use granted under this Agreement without the prior written consent of the Licensor, the Licensor may demand the amount attributable to the exceeding use in accordance with its price list. Any non-contractual claims for damages shall remain unaffected by this.
§ 3 Provision
The software is provided on the servers of the Licensor.
§ 4 Fee
The use of the Subject of the Contract is tied to the payment of a regular fee in accordance with the Licensor's price list.
§ 5 Warranty
(1) The Licensor warrants that the software has the agreed quality and that the use by the Licensee to the contractually agreed extent does not conflict with any third party rights. The Licensor shall not be liable for deviations from the agreed quality and conflicting rights based on use contrary to the contract or unauthorised modifications by the Seller or third parties.
(2) In the event of defects, it shall be deemed a remedy if the Licensor provides the Licensee with a temporary solution, provided that the defect is thereby remedied. The same shall apply if the defect can be circumvented by a different use of the software, provided that the Licensee can continue to use the software in a reasonable way.
(3) The Licensee shall be obliged to adopt a new software version if the contractual scope of functions is maintained and the adoption does not lead to significant disadvantages for the Licensee. If the Licensee does not install the updates provided by the Licensor, the Licensor shall not be liable for deviations from the contractual condition of the software that are due to the lack of the corresponding update.
§ 6 Liability
(1) The liability of the Licensor is limited to intent and gross negligence, injury to life, limb and health as well as damages under the Product Liability Act. The Licensor shall not be liable in all other respects.
(2) The liability of the licensor also includes its legal representatives and auxiliary persons.
§ 7 Confidentiality
(1) The Licensee is obliged to keep the Login Data secure and protected from access by third parties.
(2) The Parties are obliged not to disclose to third parties any confidential information which they learn about the other Party in connection with this Agreement. Confidential information is information which is marked as confidential or the confidentiality of which is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied or oral form. Confidential information in the foregoing sense does not include information which was apparent or known to the other Party at the time of transmission or which subsequently became apparent without any breach of law by the other Party, or which was made available to the other Party without any breach of law by a third party, or which the other Party developed itself without using confidential information.
(3) The confidentiality obligation shall not apply insofar as a Party is obliged to disclose the confidential information by law or by virtue of a final or non-appealable decision of an authority or court. The Party obliged to disclose shall inform the other Party without delay of its obligation to disclose.
§ 8 Data Privacy
The data privacy provisions of the software are governed by the separately issued data privacy statement.
§ 9 Closing Provisions
(1) Amendments and supplements to this contract must be made in text form.
(2) The Licensee shall only be entitled to set off undisputed claims or claims that have become non-appealable.
(3) This contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and international contract law. Darmstadt is agreed as the place of jurisdiction.
(4) Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting Parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.