VisionLib Engineering License Agreement (Lease)
These license terms (Software Agreement) are an agreement between Visometry GmbH, Fraunhoferstr. 5, 64283 Darmstadt, Germany as Licensor and you as Licensee.
– Hereinafter the Licensor and the Licensee are also jointly referred to as the contracting parties –
The following agreement is concluded:
‘Agreement’ means this VisionLib Engineering License Agreement (Lease) including the Personal License File and all other documents referred to in this Agreement and in the Personal License File.
‘Software’ means the VisionLib Engineering software products downloadable from the visionlib.com site, stated as VisionLib SDK with Engineering license and assisting products for the VisionLib, and the Personal License File, including all their subsequent modifications, updates, upgrades, new versions and releases, which shall form part of the software products, and their related documentation.
‘Platform’ refers to the execution context of the generated program which includes at least one of the components, stated as Software. It can be distinguished into Engineering and Deployment platform. The Engineering platform depicts the system, which is used for creating the product, while the Deployment platform depicts the targeting runtime environment.
‘Mobile Platform’ means Apple iOS 64bit, Android 32bit ARM and Windows UWP 64bit targets, Apple macOS, where a single application can be identified through a unique application identifier.
‘HoloLens Platform’ refers to Microsoft HoloLens devices. While a single HoloLens device can be identified by its hardware identifier (HostID) in combination with an application identifier or unique applications identifier.
‘Desktop Platform’ means a Windows 32bit or 64bit NON-UWP, or macOS application, where a unique hardware identification key can be created from the system (HostID).
‘Licensed Computer System’ means the computer configuration and operational environment specified in the Personal License File on which the Software is licensed to run and deployed.
‘Personal License File’ contains at least the following details:
- Details of the licensee
- Issuing and expiration date of the licensed Software
- Designation of the Software licensed to the Licensee
- Per licensed Software the system environment at the Licensee (HostID)
o Bundle options
o Fragmentation options
o Runtime expiration date of the license
‘Bug fixes’ are error corrections of the supplied functionality without altering or extending its manner and/or scope of functioning.
‘Updates’ are minor extensions to the supplied functionality and/or replacement of the manner of functioning of a supplied functionality by a newer functionality which has improved characteristics but which does essentially retain the original functional scope and/or implements it differently.
‘Upgrades’ are major extensions to the supplied functionality; they generally refer to completely new functionalities which did not exist and/or were not provided for in the scope of delivery to date.
‘Release’ is a further development of the Software which is offered to all Licensees of this Software. A release shall be named vYY.MM.nn, nn = 1, 2, … and shall be numbered consecutively, YY= Short Year, MM = Month.
‘Distribution License’ allows the commercial and productive use of an application using or containing the Software without a watermark. (e.g. Distribution through mobile stores, in house deployment etc.)
‘Basic Bundle’ depicts the basic model tracking functionality provided as basic functionality of the VisionLib SDK. It includes the ability of tracking Poster or one Model at a time.
‘MultiView Bundle’ depicts optional extended functionality of the VisionLib SDK which allows the usage of multiple cameras for tracking one object. It can also include the ability of injecting externally acquired camera images directly into the algorithm for direct interference with library. It also provides certain example codes and processes for setting up a multi camera environment.
‘Industrial Inspection Bundle’ depicts optional extended functionality, including ‘MultiView Bundle’, with additional functionality engineered for using the VisionLib SDK for inspection in an industrial environment. (e.g. Conveyor Calibration/Tracking).
‘Custom Bundle’ depicts optional extended functionality, which may is a result of unpublished or experimental functions. There might be multiple Custom Bundle features with various names.
‘Engineering Runtime License’ allows only the execution of a created application using the ‘Software’ on one or multiple hosts as specified in the Personal License File.
- Subject-matter of the agreement
2.1 Regulation of the surrender and use of the Software
The following regulations shall apply to the surrender and use for a limited period of time subject to Section 4 of the Software and to the new software releases and updates which are surrendered in future to which the Licensee acquires a right of use and enjoyment from the Licensor.
2.2 Regulation of the maintenance of the Software
In addition, this agreement regulates the Licensor’s maintenance services over and above the warranty for material defects as well as fitness for use.
2.3 Regulation of additional services
Further additional services, such as installation, support and training, as well as maintenance services not covered by this agreement shall require a separate agreement.
- Scope; Supply of the Software; Start of the surrender of the Software
3.1 Software, user documentation
The Licensor shall surrender to the Licensee for a limited period of time subject to Section 4 the Software listed in the Personal License File and set out in the VisionLib SDK, including the data stocks contained therein and the user documentation. The Personal License File is available for download in the personal customer area of visionlib.com and part of this Agreement.
3.2 Software properties
The performance specifications enclosed with the quotation and which form the basis of the quotation are authoritative for the properties of the Software supplied by the Licensor.
3.3 Object code
The Software shall be exclusively supplied in executable form in object code, except interfacing code provided through plugin example code.
3.4 Supply of the Software
The programs comprising the Software will be supplied in object code, together with one copy of any related documentation. The Licensor shall affect the surrender of the Software and of its future versions by making the Software available in retrievable form on a network and by informing Licensee accordingly.
3.5 Start of surrender
After the conclusion of the agreement, the Licensee shall receive the version of the Software stated in the Personal License File, which is the current version at the time of the conclusion of this agreement.
- Utilisation rights and scope of use (License)
4.1 Rights of use and enjoyment
The Licensor grants the Licensee a non-exclusive, non-transferable licence to use the Software for a limited period of time specified and listed in the Personal License File and in accordance with these terms and conditions including its termination provisions.
The Licensee may:
- use the Software only on the registered Desktop Platform;deploy one or more applications for the registered (using the hostID) Desktop Platform or HoloLens Platfom;deploy the compiled application to multiple Mobile Platform systems for demonstration, testing and project acquisition purposes; a small personalized watermark will be shown at random positions from time to time.
4.2 The Licensee will not deploy the application using or containing the Software to any Mobile or Desktop Platform systems for productive use without having acquired the mandatory ‘Distribution License’.
4.3 The Licensee will not create a software service with the Software which allows accessing the functionality of the VisionLib over any kind of network stack.
4.4 Notwithstanding clause 4.6 the Licensee may transfer the Software to an alternative processor forming part of the Licensed Computer System or may relocate the Licensed Computer System within the country of supply provided that written notice is given to the Licensor. Any transfer of the Software to a processor outside the Licensed Computer System requires the prior written consent of the Licensor and may be subject to an additional License fee.
4.5 Alterations to use
Should the Licensee wish to upgrade or change the License and the right to use the Software, notice must be given to the Licensor. The details in the License to this Agreement will be amended accordingly and an upgrade license fee paid by the Licensee to the Licensor for the upgraded or changed License, to enable the Licensee to continue to use the Software.
4.6 Before issuing the License Licensee may – against the payment of corresponding additional license fee – opt for the following options:
4.6.1 Fragmentation over the licensed Software life time
This Option allows Licensee to split up the obtained licensed Sofwtare time into durational fragments of at least seven days for usage on different Desktop Platform or HoloLens Platforms in convention with the Licensor. The process of this fragmentation will be available through Licensors’ customer area at visionlib.com using the special user interface. Licensee is aware that it is not possible to use more than one licensed Software with an overlapping time frame.
4.6.2 Runtime usage beyond expiration date for HoloLens Platform
4.6.3 This Option allows Licensee to execute a deployed binary including the licensed Software to the HoloLens Platform after expiration date for a particular time, provided that the deployment has taken place before expiration of the licensed Software. A runtime expiration date shall be added beforehand in convention with the Licensor to the Personal License File. Licensee is aware that any modification of the binary, for whatsoever reason, the Software within the deployed binary will stop working and the right to use will end automatically.
4.6.4 Additional bundle functionality
This Option allows Licensor to open up in convention with the Licensee the ability of using additional features of the VisionLib SDK. These options may include ‘MultiView Bundle’, ‘Industrial Inspection Bundle’, or other ‘Custom Bundle’.
4.7 The Licensee may use or re-use provided example code and interface code for its own needs or extending/enriching his own developments as long as it is used in conjunction with the VisionLib SDK product stated as Software.
4.8 The Licensee acknowledges that providing a HostID for registration with the licensed Software for the HoloLens Platform is bound to the Application Package Name for technical reasons and thus the Application Package Name cannot be changed after the License has been issued.
The Licensee is not permitted to process the Software outside the statutory provisions.
4.10Rectified version; new version
4.10.1 If the Licensor provides the Licensee with a rectified version or a new version of the Software, e.g. in the form of updates or releases, then the Licensee’s rights according to this agreement with regard to the old Software shall expire, even without an express demand for return by the Licensor, as soon as the Licensee productively uses the new Software.
4.10.2 The Licensee is entitled to make the necessary number of copies of the old Software for archiving purposes. In addition, the Licensor shall also archive a copy of the respective Software of every existing and future release and update.
4.11End of the rights of use and enjoyment
If the Licensee or Licensor effects termination according to Section 15, then the right of use and enjoyment shall end with the ending of this agreement. Otherwise the rights to use the Software will end automatically at the expiration date listed in the Personal License File.
- Start; term and termination
5.1 Start of the Agreement and term, extension
This Agreement shall start at the moment of issuing the license and remain in effect by the expiration date listed in the Personal License File.
5.2 Termination without period of notice
The right to effect termination for due cause without period of notice shall remain unaffected for both contracting parties (Section 15).
5.3 Written form
Every termination of this licence agreement must be effected in writing.
- Rights in the Software
6.1 The Licensor is either the sole and exclusive owner or an authorized licensee or user of all Intellectual Property Rights (IPR) and all other rights in the Software and the Service. No title or rights of ownership, copyright or any other intellectual property in the Software, including all updates, upgrades, modifications, new versions and releases of the Software, is or will be transferred to the Licensee.
6.2 The Licensee understands that the Software contains proprietary information and agrees that except in accordance with this Agreement (e.g. 4.1) or an express written authority signed by the Licensor, it will not provide or otherwise make any of the Software and/or related documentation available for any reason to any other person, firm, company or organization.
6.3 The Licensee will not copy or permit the Software to be copied, except for reasonable security and backup purposes. Any copies made shall include all copyright or other proprietary notices.
6.4 The Licensee may on its own authority and risk sublease the Software to its own customers in line with the usage under clause 4.6. In this event Licensee shall impose, in form of a written contract, Licensees’ obligations undertaken by it upon using the Software.
6.5 The Licensee will ensure that all of its relevant employees, agents and sub-contractors are advised that the Software constitutes confidential information and that all intellectual property rights in it are the property of the Licensor, and the Licensee will ensure that its employees, agents and sub-contractors comply with all of the terms and conditions of this clause.
6.6 Recognizing that the Software has significant commercial value to the Licensor, the Licensee agrees to indemnify the Licensor in respect of any losses or expenses incurred by the Licensor as a result of the unauthorized use of the Software by any third party, whether through misuse of the Software object code by the Licensee or through any other breach by the Licensee of this Agreement or through the negligence of the Licensee or through any other cause.
- Licensee Undertakings
7.1 The Licensee undertakes:
- To satisfy itself that the Software meets the needs of its business. It is the sole responsibility of the Licensee to determine that the Software is ready for operational use in the Licensee’s business before it is so used;
- To allow the Licensor to study its information and data used with the Software for the purpose of rectifying any problems with the Software;
- To ensure that the operating system and compiler and any other software with which the Software will be used is either the property of the Licensee or is legally licensed to the Licensee for use with the Software. The Licensee shall indemnify the Licensor in respect of any claims by third parties and all related costs, expenses or damages in the event of any alleged violation of third party proprietary rights which results in any claims against the Licensor.
7.2 The Licensee warrants that the Software and all copies will remain under its control and that it will take all reasonable precautions to safeguard the Software against unauthorized use.
7.3 If the Licensee intends to attempt the decompilation of any of the Software for error correction or any other purpose in the exercise of derived statutory rights, the Licensee will first give reasonable notice to the Licensor of its intention.
- Licensor’s Warranties
8.1 The Licensor warrants that it has good title or is otherwise authorized to license the Software to the Licensee.
8.2 The Licensor represents and warrants to the Licensee that the Software is a complete, accurate and up-to-date copy of the current release at the time of its delivery to the Licensee.
8.3 The Software is designed to conform to the specification applicable at the time of the Licensee’s order. However the Licensor does not warrant that the Software will work without interruption.
8.4 Warranty in the case of material defects
8.4.1 The Licensor warrants that the Software contains no material defects. The Licensor can rectify the defect at its option by elimination, circumvention or by a new delivery. The rectification of the defect by the Licensor can moreover also be effected by giving instructions on what action to take to Licensee by telephone, in writing or by electronic means.
8.4.2 Defects must be documented by Licensee in a comprehensible manner and notified to the Licensor, if possible in writing and without delay after their discovery.
8.4.3 Licensee is not entitled to rectify faults itself and to demand reimbursement of the accordingly necessary expenditure.
8.4.4 Damages or reimbursement of futile expenditure due to a defect shall be paid by Licensor within the scope of the limits stipulated in Section 13.
8.4.5 If it emerges that a defect notified by Licensee actually does not exist or is not due to the originally created Software, Licensor is entitled to charge the expenditure incurred with the analysis and other processing at the corresponding agreed remuneration rate stated in Licensor’s price list.
8.5 Claims arising from warranty due to defects shall cease to be applicable if such claims are due to the alteration of the Software by Licensee.
8.6 The above constitute the only warranties provided by the Licensor in respect of the Software. The obligations and liabilities of the Licensor set out in this Agreement replace all implied guarantees and warranties, including without limitation, any warranty of satisfactory quality or fitness for a particular purpose which is the Licensee’s responsibility to determine.
8.7 The Licensee acknowledges that:
- The Software has not been produced to meet individual Licensee specifications;
- The Software cannot be tested in advance in every possible operating combination and environment;
- It is not possible to produce Software known to be error-free in all circumstances.
8.8 The Licensor recommends, and will provide if so requested, training, support and additional maintenance for the Software at an additional charge.
- Software maintenance
9.1 Subject-matter of performance
The Licensor shall render maintenance services for the Licensee over and above the warranty for material defects and for the fitness of use for the Software.
9.2 Service levels
9.2.1 The Licensor undertakes that it can be reached by the Licensee via the Licensor E-mail Maintanance and Support Center within the period stated in the Personal Licence File and that it shall support the Licensee with its inquiries regarding the use and concerning the Software through a qualified member of staff.
9.2.2 The Licensor shall respond to Software faults notified to it without delay within its business hours and shall undertake the rectification of the fault according to urgency in coordination with the Licensee within a reasonable period for the Licensee.
9.2.3 All Services will be performed within the Licencor’s normal working hours of 9:00 a.m. to 5.30 p.m. (17:30) Monday to Friday with the exception of the uniformly applicable German public holidays and the business-free days according to the notification of the German Federal Bank [Deutsche Bundesbank].
9.2.4 Out-of-hours Services and telephone support may be provided by arrangement and will be charged for at the Licensor’s then current extended cover rates.
9.2.5 The Licensor shall analyse on request within a reasonable period and within the scope of its access possibilities every malfunction upon use of the Software; depending on the time and costs involved and the cause of the fault, these services may incur additional costs; Section 8.4.5 shall apply mutatis mutandis.
9.2.6 The Licensor shall store all releases and updates supplied to the Licensee for the period of 10 years from surrender and can give information on them to the Licensee if required.
9.3 Adaptation in line with an alteration to the technical and specialist environment
The Licensee – against the payment of corresponding additional remuneration – may request of the Licensor software alterations which arise from an alteration to the technical or specialist environment. In this case, the Licensee must provide to the Licensor the know-how available at its company as well as manuals or other documents free of charge in so far as this is necessary for the software alterations.
9.4 Manner of the rendering of performance
9.4.1 The further development of the Software by the Licensor shall in principle only be effected on the basis of the latest Software versions in each case and shall be concluded with a new release.
9.4.2 The new or altered functionalities developed in a release (incl. upgrades) shall be offered for lease to the Licensee in specialist units.
9.4.3 Corrections of faults and to a limited extent commissioned work shall be undertaken on a release previously supplied to the Licensee and which is still used by it. Accordingly, an vYY.MM.nn update shall be created as a copy with regard to the latest development, in which respect vYY.MM.nn shall denote the respectively supplied release which is in use.
9.4.4 In principle, three months after the Licensor has surrendered a new release to the Licensee, fault corrections and eliminations regarding old or previous releases shall no longer be offered and undertaken by the Licensor free of charge.
9.4.5 The Licensor is not obliged to keep available in its own office all system components present at the Licensee in the form of operating systems, databases and third-party software. This shall especially be applicable if the Licensee introduces a newer release of a system component. If the Licensee informs the Licensor of corresponding alterations, the Licensor shall at least research on the basis of the available documentation of the components with regard to alterations and possible effects on the operation of its own Software and at the Licensee’s request will undertake or support tests on its system. The Licensee is aware that in spite of careful checking not all influences of a newly introduced system component can be recognised in advance. Consequently, the Licensor shall rectify the malfunctioning of a component during the maintenance or provide a replacement free of charge if the use of the component was occasioned by the Licensor and the component had previously functioned and the environment of the component, including external interfaces, had not been altered. If the use of a component is exclusively occasioned by the Licensee and if this component is not of general interest for several Licensees, then the Licensor can rectify occurring faults at the Licensee’s expense or oblige it to replace the component by another component.
9.4.6 The Licensor shall document all alterations which result in a new release and shall put them at the Licensee’s disposal when supplying the Software. In addition to the alteration regards content, the alteration documentation shall also contain the reasons for the alteration as well as information on undertaking the test of the alteration.
9.4.7 The deliveries of releases and updates shall in each case contain the relevant documentation, alteration documentation as well as the necessary tools and instructions for installation.
9.4.8 So that maintenance can be undertaken in an optimum manner, the Licensee should according to its stipulations grant the Licensor remote access. Reference is accordingly made to Section 14 regarding confidentiality and data protection.
9.5 Special additional services
9.5.1 On request and at an additional charge, the Licensor shall offer the Licensee user and staff training for the respectively Software.
9.5.2 The Licensor shall similarly render installation, support and training, as well as maintenance services, which are not part of the subject-matter of the agreed software maintenance, on request and at an additional charge.
- Cooperation and information obligations
The Licensee shall support the Licensor upon the performance of the contractual obligations free of charge. It shall especially
- in the case of error messages, observe the occurred symptoms and the system environment in detail and notify the Licensor of a fault, duly giving the appropriate information for the rectification of the fault, such as, for example, hard copies, log data, affected business examples, workflows, etc.;
- support the Licensor in so far as it is able to the best of its ability upon the search for the cause of the fault and if necessary instruct its staff to cooperate with the Licensor;
- grant the Licensor access to the computers on which the Software is stored and/or loaded for undertaking the maintenance services;
- load the Software and/or new releases and updates surrendered by the Licensor in accordance with the Licensor’s detailed instructions and always comply with the suggestions transmitted by the Licensor regarding troubleshooting and rectification of faults;
- keep available all data used or created in connection with the Software in machine-readable form as a backup copy.
10.2Monitoring; data backup
The Licensee shall take appropriate precautions for the event that the Software does not function properly in whole or in part (e.g. by daily data backup, fault diagnosis, regular monitoring of the data processing results).
The Licensee shall bear disadvantages and additional costs which arise from an infringement of these obligations.
- Licence and maintenance fee (lease); terms of payment; set-off
11.1Licence and maintenance fee
The Licensee shall pay to the Licensor for the use and maintenance of the Software a licence fee in accordance with the quotation and the Personal License File.
11.2Terms of payment
11.3Unless otherwise agreed, the licence fee shall be invoiced in advance for the entire term of the Software License Agreement as specified in the Personal License File.
11.4Turnover tax (VAT)
If the performance is subject to turnover tax, then the licence and maintenance fees shall each be charged plus the respectively valid rate of statutory turnover tax (VAT).
11.5Set-off; right of retention
11.5.1 Set-off against other undisputed claims or claims which have been recognised by final judgment is excluded.
11.5.2 The exercising of a right of retention which is not based on a right from this contractual relationship is excluded.
- Defence of the Software
12.1Licensor is either the sole and exclusive owner or an authorised licensee or user of all intellectual property rights in the Software including but not limited to patent, registered or unregistered design right, copyright, database right, trade mark or service mark (‘IPRs’) that may subsist in (i) the text, data, information and branding and (ii) in the programs, formats and layouts comprised in or relating to the Software, and that such IPRs are the valuable commercial property of Licensor. Because of this value to Licensor, the Licensor, at its own expense, will defend or cause to be defended or, at its option, settle any claim or action brought against the Licensee on the issue of infringement of any copyright, patent, registered or unregistered design right, database right, trade mark or service mark by the Software (‘Claim’). Subject to the other conditions of this clause, Licensor will pay any final judgment entered against the Licensee with respect to any Claim, and fully indemnify the Licensee in respect of all costs and expenses relating to the Claim provided that Licensee:
- Notifies Licensor in writing of the Claim immediately on becoming aware of it;
- Grants sole control of the defense of the Claim to Licensor; and
- Gives Licensor complete and accurate information and full assistance to enable the Licensor to settle or defend the Claim.
The costs and fees of any separate legal representation for the Licensee shall be the Licensee’s sole responsibility.
12.2If any part of the Software becomes the subject of any Claim or if a court judgment is made that the Software do infringe, or if the use or licensing of any part of the Software is restricted, the Licensor at its option and expense may:
- Obtain for the Licensee the right under the patent, design right, trade secret or copyright to continue to use the Software; or
- Replace or modify the Software so that any alleged or adjudged infringement is removed; or
- If the use of the Software is prevented by permanent injunction, accept return of the Software and refund an amount equal to the sum paid by the Licensor for the Software minus the amount for the use of the Software.
12.3Licensor will have no liability under this clause for:
- Any infringement arising from the combination of the Software with other products not supplied by the Licensor; or
- The modification of the Software unless the modification was made or approved expressly by the Licensor.
12.4IN NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY COSTS OR EXPENSES INCURRED BY THE LICENSEE WITHOUT THE LICENSOR’S PRIOR WRITTEN AUTHORISATION AND THE FOREGOING STATES THE ENTIRE REMEDY OF THE LICENSEE IN RESPECT OF ANY IPR INFRINGEMENT BY THE SOFTWARE.
13.1The Licensor shall be liable in the case of intent and gross negligence.
13.2The Licensor shall furthermore be liable in the case of the negligent infringement of obligations whose performance is essential for the due and orderly implementation of the agreement, whose infringement endangers the achievement of the purpose of the agreement and which the Licensee generally trusts shall be met. In the latter case, the Licensor shall, however, only be liable for foreseeable, typical contractual losses. The Licensor shall not be liable in the case of the slightly negligent infringement of other obligations.
13.3The above limitations and exclusions of liability shall not affect claims of the Licensee arising from product liability. The limitations of liability shall furthermore not be applicable to physical injury and damage to health which can be attributed to the Licensor.
13.4Integrity of Data; Data loss
13.4.1 The parties agree that the Licensee is the best judge of the value and importance of the data held on the Licensee’s computer system, and the Licensee will be solely responsible for:
- Instituting and operating all necessary back-up procedures, for its own benefit, to ensure that data integrity can be maintained in the event of loss of data for any reason;
- Taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
13.4.2 Licensor disclaims any liability arising from loss of data from the Licensee’s computer system for any reason and the Licensee agrees to indemnify the Licensor against any third party claims which arise from loss of data for any reason.
13.5The Licensor is free to plead contributory negligence of the Licensee.
If Licensor is impeded in the performance of its obligations by the occurrence of unforeseeable, exceptional circumstances which it cannot avert in spite of the care reasonably expected from it, e.g. operational breakdowns, official intervention, energy supply difficulties, either if these circumstances occur in the sector of Licensor or in the sector of its suppliers, then the period for performance shall be extended to a reasonable degree if performance does not become impossible. If performance becomes impossible on account of the aforementioned circumstances, then Licensor shall be released from its performance obligations. Licensee need not render any counter-performance whatsoever.
- Confidentiality; Data Protection
14.1Each party shall treat in strict confidence and not forward to third parties all details, data, information and other facts which are received within the scope of this agreement which are demonstrably denoted to be confidential by the other party. The contracting parties shall merely use this information for the purposes provided for in this agreement.
14.2The obligation according to Section 14.1, including the obligation according to Section 14.4, shall also be imposed on the staff, suppliers and contractors involved with the application and use of the Software.
14.3This confidentiality agreement shall not apply to such information where the party receiving the information proves that the information
- was already known to it before notification by the party furnishing the information or
- was received from a third party that is not subject to any confidentiality obligation or
- was generally known or in the public domain at the time of transmittal or later became known.
14.4The confidentiality obligations according to Section 14.1 shall also continue to be applicable after the term of this agreement in so far as confidential information has not entered the public domain.
- Termination for cause
15.1This Agreement may be terminated immediately by notice in writing:
15.1.1 By the Licensor if the Licensee fails to pay any sums due under this Agreement by the due date without prejudice to any other provisions relating to late payment in this Agreement;
15.1.2 By either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) for a period of 30 days after written notice by the other party;
15.1.3 By either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or if a trustee, receiver, administrative receiver or general officer is appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of the Insolvency Act, or equivalent circumstances occur in any other jurisdiction.
15.2Any termination of this Agreement under this clause will be without prejudice to any other rights or remedies of either party under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination.
15.3On termination of this Agreement, including the License, the Licensee will be obliged to satisfy the Licensor that it has erased the Software and all copies of any part of the Software from the System and from its magnetic media and that it has no ability to reproduce the Software in any way, and it will further be obliged to return to the Licensor immediately all related documentation and all copies, books, records, papers or other tangible things in its possession belonging to the Licensor.
- Domicilia; Licence Management
16.1All notices by one party to the other shall be given in writing by pre-paid registered post, telefax, email or delivered by hand.
– sent by registered post, shall be deemed, in the absence of proof to the contrary, to have been received on the day upon which it is delivered;
– sent by telefax or email, shall be deemed, in the absence of proof to the contrary, to have been received on the next business day following the date of transmission of the telefax or email.
- Applicable Law and Place of Jurisdiction
This Software License Agreement shall be governed by, and interpreted in accordance with German law, without the provisions on the conflict of laws. The UN Convention on the International Sale of Goods (CSIG) shall not apply. The courts of Frankfurt am Main, Germany, shall be the exclusive place of jurisdiction.
- No Partnership
No provision of this Agreement is deemed to constitute a partnership between the parties nor constitutes that any Party is the agent of the other Party for any purpose. Neither Licensor nor Licensee has any authority to bind, to contract in the name of or to create any liability for the other Party in any way or for any purpose.
19.1This Agreement, the Personal License File and all documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement. Where a notice requires written form, it must be in writing. This also includes amendments and changes to this requirement on written form. Where a notice can be sent in text form, such text form shall suffice, whereby it is understood that such notices may also sent in writing. It is agreed that a facsimile or copy of a letter that is sent by electronic transmission (e.g. a pdf-file sent by e-mail) shall fulfill the requirement on written form, as long as it is properly signed by the issuing Party.
19.2The official version of this Agreement is in English language.
19.3The provisions of order forms or general terms and conditions of the Parties shall not apply.
19.4If and to the extent that any provision of this Agreement is held to be illegal or void, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. In this event the Parties will agree upon a valid substitute provision or provisions which shall be as close as possible to the original provision and shall re-establish an appropriate balance of the commercial interests of both Parties.
19.5No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
VisionLib Engineering License Agreement (Lease), Version 1.0.18
Visiometry GmbH, Germany