License Agreement for proprietary standard software of Zinit Solutions GmbH (ZS EULA)
if you do not agree to the terms and conditions of this agreement, you should not download, install and use the Software.
- License does not expire
- Software can be used in one (1) project or application
- Commercial use allowed
- Licensee can modify source-code, if provided
- Free and Paid support can be provided
1.1. The Scope of this Agreement apply to all proprietary standard software (hereinafter: the Software) provided by Zinit Solutions GmbH to the customer in return for payment.
1.2. This Agreement governs the relationship between Customer, which is a legal entity (hereinafter: Licensee) and Zinit Solutions GmbH (hereinafter: Licensor).
1.3. This Agreement sets the terms, rights, restrictions and obligations on using the Software created and owned by Licensor.
1.4. Licensor is not obliged to deliver the Software as source code. The source code will only be delivered if it has been agreed in written or electronic form or it is clearly stated in regard to the Software on the Licensor's Websites.
2. License Grant
2.1. Licensor hereby grants Licensee a a License to use the Software as follows.
2.1. Purpose: Licensee may use the Software for the purpose of:
- Running the Software on Licensee’s Website, Server or Application;
- Allowing 3rd Parties to run Software on Licensee’s Website, Server or Application;
- Publishing Software’s output to Licensee and 3rd Parties;
- Modify the source code of the Software to suit Licensee’s needs and specifications, by himself or 3rd Parties, if source code is provided;
- Make one back-up copy of the Software for archival purposes.
2.2. Licensee may not: sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, publish, distribute or otherwise transfer the Software, or any portions of the Software, to another individual or entity, as a part of a larger work or solely. The licensee also may not reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code, if the source code is not provided.
2.3. Non-Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this License.
2.4. Commercial, Royalty Free: Licensee may use the Software without any royalties for own commercial purposes. Licensee may run one instance of the Software on the Testing, Stage and Production environment respectively, as long as all these environments are used for one project and/or one application.
2.5. No Right to Create Derivative Works: Licensee may not create derivative works based on the Software.
2.6. With support & maintenance: Licensor may provide Licensee free or paid support and maintenance within a certain Support Subscription.
3. Term & Termination
3.1. This License is perpetual.
3.2. Licensor may terminate this Agreement and Licensee's right and license to use the Software, if Licensee fails to comply with the terms and conditions of this Agreement.
3.3. Licensee may terminate this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee must discontinue use of Software, and delete all copies of the Software.
4.1. In consideration of the License granted under clause 2, Licensee shall pay Licensor a license fee. Failure to perform payment shall construe as material breach of this Agreement.
5.1. Together with a Software the Customer obtains a Support Subscription for one-year period free of charge.
5.2. The Support Subscription entitles the Customer to get free support from Licensor.
5.3. Licensee may renewal Support Subscription on Licensor's web site. Each subsequent Support Subscription term will start on the day following expiration of the previous Support Subscription term regardless of the actual Support Subscription renewal date.
5.4. If Licensee elects not to renew Support Subscription, Licensee would retain perpetual right to continue using the most recent version of the Software released by Licensor during applicable Support Subscription term, in accordance with Conditions and Terms of this License.
5.5. Licensor may terminate Support Subscription if:
- Licensee has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof or
- Licensee fails to make the timely payment of Upgrade Subscription fees.
5.6. Licensee will be entitled to refund of unused portion of prepaid subscription fees, if
- Licensor is required to terminate Support Subscription by law or
- Licensor elects to discontinue to provide the Software, in whole or in part.
5.7. Support Services are limited to regular business days and hours.
5.8. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in the Software promptly. Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information and screenshots to be able to reproduce such bugs, defects or failures.
5.9. Feature Request: Licensee may request additional features in the Software, provided, however, that
- Licensee shall waive any claim or right in such feature should feature be developed or is developed by Licensor and
- Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right.
5.10. The licensee is entitled to paid support for customization and extension of the Software or changes in its features.
5.11. If changes are made to the Software by the Licensee or any third party during the lifetime of a valid Support Subscription, the Licensor may cease to provide free support. The right to upgrades, updates and fixes and to paid support remains unaffected.
5.12. Without Support Subscription no support is provided free of charge.
6. Upgrades, Updates and Fixes
6.1. If Licensee has obtained Support Subscription, Licensor will provide all generally available Software Upgrades, Updates and Fixes to Licensee free of charge. Installation and configuration services will be charged additionally.
6.2. Without Support Subscription Upgrades, Updates and Fixes are not provided.
7. Limited Liability
7.1. To the maximum extent permitted by applicable law, in no event will Licensor or its affiliates, licensors, suppliers or resellers be liable to Licensee under any theory for any damages suffered by Licensee or any user of the Software, or for any special, incidental, indirect, consequential, or similar damages, including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever, arising out of the use or inability to use software, or the provision of or failure to provide support services, even if Licensor has been advised of the possibility of such damages, and regardless of the legal or equitable theory upon which the claim is based.
7.2. In any case, Licensor's entire liability under any provision of this agreement will be limited to the amount actually paid by Licensee for software under this agreement.
8. Limited Warranty
8.1. the Software is provided to Licensee "AS IS" and without warranties. Licensor makes no warranty as to its use or performance. To the maximum extent permitted by applicable law, Licensor, and its affiliates, suppliers and resellers, disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to software, and the provision of or failure to provide support services.
8.2. Intellectual Property: Licensor hereby warrants that the Software does not violate or infringe any 3rd party claims in regard to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
8.3. Prior Inspection: Licensee hereby states that he inspected the Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that the Software does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding the Software's incompatibility, performance, results and features.
9. No Refunds
9.1. Accordingly, as the Software is intangible good, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the Software contains material flaws.
10. Software Evaluation
10.1. Licensee may obtain from Licensor a free copy of the Software to evaluate it for a period of thirty (30) days, unless otherwise specified by Licensor ("Evaluation Period").
10.2. Licensee's use of Software during Evaluation Period shall be subject to the terms of this Agreement but shall be limited to the internal Software evaluation for the sole purpose of determining whether Software meets Licensee's requirements and whether Licensee desires to use the Software.
10.3. For the Evaluation Period the Software is always provided in executable form as object code, source code is not provided.
10.4. Upon expiration of Evaluation Period, Licensee may not use the Software and shall uninstall it.
11.1. Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regard to Licensee’s use of the Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in the Software.
11.2. Licensee hereby agrees not to initiate and not to participate in lawsuits against Licensor in relation to this License and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
12. Final Clauses
12.1. Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
12.2. Licensee agrees to be identified as a customer of Licensor and agrees that Licensor may refer to Licensee by name, trade name or trademark, if applicable, and may briefly describe Licensee's business in Licensor's marketing materials and on Licensor's web site.
12.3. This Agreement, including the Third-Party Agreements, constitutes the entire agreement between the parties concerning Licensee's use of the Software, and supersedes any and all prior or contemporaneous oral or written communications or advertising with respect to the Software, unless otherwise is signed by Licensee and Licensor.
12.4. This Agreement will be governed by the laws of Germany, without reference to conflict of laws principles. Licensee agrees that any litigation relating to this Agreement may only be brought in, and shall be subject to the jurisdiction of, any Court of Germany.
12.5. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.
12.6. In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between Licensee and Licensor, the terms of the latter shall prevail.