Provided that you comply with the terms and conditions of this Agreement, STDFme grants you a non-exclusive and non-transferable license to Use the executable form of the STDFme software ordered by you (the “Software”) according to the quantities and terms in your accepted order (the “Order”). If you are executing the Software on your computers, then your Use is limited to loading, installing, and running the Software on your computers for your internal business purposes. Your Use is further limited according to the license type and other terms in the Order. STDFme reserves all rights in the Software not expressly granted to you in this Agreement. Demonstration code may be used only to evaluate and demonstrate the Software; demonstration code may not be used for commercial purposes or incorporated into your product. Open source software is provided according to its terms; a list of open source software included in the Software is available on STDFme’s website.
You may not: (a) copy (except in the course of loading or installing) or modify the Software; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party. You agree not to disassemble, decompile or reverse engineer the Software or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law. You will not use the Software for purposes of benchmarking or competitive analysis, or for the development of a competing software product or service. The Software may contain security or license features designed to prevent unauthorized use of the Software. You agree not to remove, disable, or otherwise circumvent such features. Upon at least thirty (30) days prior written notice, STDFme may audit your use of the Software to ensure that you are in compliance with the terms of this Agreement.
STDFme retains ownership of the Software, including all intellectual property rights therein. You will not delete or alter any copyright, trademark, and other proprietary rights notices or markings appearing on the Software. If you make any suggestions, recommendations or feedback regarding the Software (“Feedback”), STDFme is free to use such Feedback and you assign to STDFme the Feedback and all intellectual property rights therein.
Continuing until 5 years after the end of your license, each party agrees to keep all information, documents and data, which is marked as or which would reasonably be considered to be confidential (“Confidential Information”) as strictly confidential and to use such information only within the scope of the licenses granted to you. The Software and its pricing are STDFme’s Confidential Information
All licenses are to be paid in advance. The licenses granted in this Agreement are not valid if you do not timely pay the license fees. All prices are excluding any taxes, if applicable. You will be solely responsible for paying any applicable taxes.
The Software licenses granted remain in effect for the term specified in the Order, unless earlier terminated under this Agreement. If this is a Commercial term license, at the end of each term, the Software licenses will automatically renew for an additional term, unless either party provides thirty (30) days prior written notice of non-renewal. The licenses granted under this Agreement will automatically terminate, with or without notice from STDFme, if you breach any term of this Agreement. Upon termination, you must at STDFme’s option either promptly destroy or return to STDFme all copies of the Software in your possession or control. Sections 2-4 and 8-12 will survive any termination of the Agreement.
Commercial term licenses include support in accordance with STDFme’s then-standard maintenance and support terms. You may separately purchase additional maintenance and support services.
STDFme DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN THE COMBINATIONS THAT YOU DESIRE, WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. STDFme EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
IN NO EVENT WILL STDFme BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT STDFme HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
This Agreement shall take effect on the acceptance of the present License Agreement by the Licensee. A license file limited to the ordered license will be activated with the ordered product.
This Agreement is exclusively governed by German law. Should German law make reference to foreign jurisdictions, this reference is excluded. The application of the UN Sales Convention is explicitly excluded.
In case the parties are merchants, legal entities under German public law or special assets under German public law, the exclusive venue shall be STDFme’s seat of business. The same applies in case one party does not have a legal domicile in Germany. It is at STDFme’s discretion to bring charges forward also at the other party’s seat of business in cases stated in this paragraph.
Any modifications of and/or amendments to this Agreement, as well as all other statements of legal import of both parties, shall only take effect if made in writing or simple text without signature (e.g. email, or facsimile). The same applies to modification of this clause; abandoning the formal requirement requires an agreement in writing or simple text without signature.
If any of the provisions of this Agreement should be or become invalid, ineffective or unenforceable, that will not affect the effectiveness of the remaining provisions. The same applies to any gaps in individual provisions and/or parts of this Agreement.
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