This software license applies to the software Scagile, developed and programmed by Scagile AG (hereinafter also referred to as “Licensor”). The developers have transferred all rights of use of the software to the licensors.
The following conditions apply to the use of the software:
§ 1 Subject of the license
(1) The Licensor shall permanently provide the Licensee with the Software referred to in the preliminary remark for a monthly license fee. For reasons of precaution, the Licensor points out that the documentation of the Software can only be viewed online at https://scagile.io/ and that the Licensee must have a functioning connection to the Internet for accessing the documentation.
(2) The individual license terms are stored in the installation directory of the software and can be accessed at the following addresses: www.Scagile.io/en/license
(3) The software may only be installed on one workstation (single-user license).
(4) The Licensor’s offer is expressly directed only at companies and not at consumers. The Licensor provides the Software exclusively based on this Agreement. Licensee’s contractual terms and conditions shall not apply, even if Licensor does not expressly object to them. By installing, copying, or otherwise using the software, the user agrees to the terms of this license agreement.
§ 2 Trail period
(1) If a licensee only wants to receive the software for test purposes, he can download the application and use it within the intended test period. This has the same scope of performance as the original software.
(2) If after the test, the Licensee does not decide to buy the Software, they shall be obliged to completely remove the Software from their system. In addition, Section 11 of these Terms and Conditions shall apply.
§ 3 Installation of the Software, scope of services and requirements
(1) Depending on the agreement, the Licensee receives the Software as a download via a download link. The Licensee shall have no claim to the release of the source code.
(2) The installation of the Software on the Licensee’s system environment is carried out by the Licensee himself.
§ 4 Obligations of the Licensee
(1) The Licensee shall take reasonable precautions in case the Software does not function properly in whole or in part. Before the operational use of the Software, they shall thoroughly test the Software for its usability for the intended purpose. Furthermore, they shall back up their data in accordance with the state of the art. They shall ensure that the current data can be reproduced with reasonable effort.
(2) The Licensee shall take reasonable measures to protect the Software from unauthorized access by third parties.
§ 5 Changes/ Updates/ Maintenance
(1) The Licensor is entitled to create updates of the Software at their own discretion. There is no claim to programming and the provision of an update.
(2) During the first year after the purchase of the license, the licensee shall receive free technical support on call to eliminate errors that occur during the use of the software and/or become apparent in the associated application documentation. This shall be regulated in detail in a software maintenance agreement which is to be concluded if applicable.
(3) Extensions of the functionality of the software as well as customer-specific adaptations are in any case not covered by support or necessary updates and must be ordered separately.
§ 6 Copyright and rights of use, editing rights
(1) The software delivered by the licensor is protected by copyright. All rights to the Software as well as to any other documents provided within the scope of the preparation and execution of the agreement shall be the exclusive property of the Licensor vis-Ã -vis the contracting parties.
(2) The Licensor grants the Licensee a simple, non-exclusive right (hereinafter also referred to as the “License”), unlimited in time and place, to use the Software in their business for their own purposes as described in this Agreement and in the documentation. For use in accordance with the Agreement, the Licensee may install the Software on one workstation and load it into the main memory and on the hard disks of the hardware used by him.
(3) The Licensee may make only one copy of the Software, which may be used exclusively for backup purposes (backup copy) and must be marked as such and (to the extent technically possible) bear the copyright notice of the original data carrier. It is expressly prohibited to copy or reproduce the software in whole or in part in its original or modified form or in a form mixed with other software or included in other software.
(4) The copyright notices, trademarks, other legal reservations, and other features serving to identify the program, including those of third parties, contained in the software may not be changed or rendered unrecognizable.
(5) The rights of use will only be transferred to the Licensee upon full payment of the agreed remuneration. The Licensee shall only be permitted to use the Software revocably upon full payment of the remuneration.
§ 7 Special restrictions
The Licensee is prohibited from modifying, translating, or creating derivative works from the Software without the prior written consent of the Licensor. The Licensee is not authorized to redesign (reverse engineering), decompile, or disassemble the Software or otherwise attempt to make the source code of the Software accessible. There shall be no claim to the release of the source code.
§ 8 Transfer of user rights
The right to use the Software may only be transferred to a third party with the prior written consent of the Licensor and only under the terms of this Agreement. Giving away, renting, leasing, and lending of the Software is expressly prohibited.
§ 9 License fee (sales tax and payment)
(1) The Licensee shall pay a license fee for the use of the Software. The amount of the license fee is specified in the current price list of the Licensor and will be communicated by them upon request.
(2) Unless otherwise agreed, the Licensee’s payment obligations are to be paid without delay.
(3) The prices quoted are exclusive of VAT. The VAT is stated separately.
(4) The Licensor shall in all cases issue an invoice to the Licensee, which shall be sent to the Licensee in text form (by e-mail).
§ 10 Duration of the Licence/ Termination
(1) The licensee receives the license for an unlimited period.
(2) However, the Licensee’s right to use the Software shall be terminated – even without notice of termination – in case the Licensee violates a condition of this Agreement to a considerable extent and does not terminate the violation even after receiving a warning from the Licensor. In such a case, the Licensee is then prohibited from further use of the Software and is obliged to uninstall and permanently delete the Software.
(3) Upon termination of the right of use, the Licensee shall also be obliged to destroy any original data carriers, documentation and, if available, copies of the Software and written material and, at the request of the Licensor, to affirm the complete destruction by means of an affidavit.
§ 11 Warranty
(1) The Licensor shall provide the Licensee with the Software free of material defects and title defects. Functional impairments resulting from the hardware and software environment provided by the Licensee, incorrect operation, external defective data, malfunctions of computer networks, or other reasons within the Licensee’s sphere of risk shall not constitute a defect. In case of defects, the Licensee shall be entitled to the statutory warranty rights in accordance with the following provisions.
(2) The Licensor shall not assume any warranty for Software that has been modified by the Licensee, unless the Licensee proves that the modification is not the cause of the reported defect.
(3) The Licensor shall provide warranty for material defects by means of rectification of defects or replacement delivery, at its option. The subsequent performance can be effected in particular by providing a new program version or by the Licensor showing possibilities to avoid the effects of the defect. The licensee shall be obliged to accept a new program version even if this entails an acceptable adaptation effort for them.
§ 12 Liability
(1) Apart from the liability for material defects and title defects, the Licensor shall have unlimited liability if the cause of damage is based on intent or gross negligence. The Licensor shall also be liable for the slightly negligent violation of essential obligations (obligations whose violation endangers the achievement of the purpose of the Agreement) as well as for the violation of cardinal obligations (obligations whose fulfillment is essential for the proper execution of the Agreement and on whose compliance the Licensee regularly relies), but for the foreseeable damage typical of the Agreement. The Licensor shall specifically be liable for the loss of data only to the extent of the expense incurred if the User has made regular data backups that are adequate for the application in question, thereby ensuring that lost data can be restored with reasonable effort. The Licensor shall not be liable for the slightly negligent breach of other obligations than the aforementioned obligations. The Licensor shall only be liable for compensation for indirect damages, especially for loss of profit, in the event of intent or gross negligence on the part of the licensor.
(2) The above limitations of liability shall not apply in the event of injury to life, limb, or health, defects after the provision of a guarantee for the quality of a product, and in the event of fraudulently concealed defects. The liability under the Product Liability Act shall remain unaffected.
(3) In case the liability of the Licensor is excluded or limited, this shall also apply to the personal liability of his employees, representatives, and vicarious agents.
§ 13 Limitation period
(1) Notwithstanding § 438 I No. 3 and § 634a (1) No. 1 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and title defects in the sale or development of software is one year from delivery. The above shortening of the limitation period shall not apply in the event of intent or gross negligence, in cases of fraudulent concealment of a defect or in the event of the assumption of a guarantee for the quality of the software at the time of the transfer of risk within the meaning of § 444 BGB, nor in the event of injury to life, limb or health.
(2) The statutory special regulations for claims for restitution in rem by third parties in the event of fraudulent intent on the part of the Licensor remain unaffected.
§ 14 Final provisions
(1) In case a clause of this contract is or becomes invalid or if the contract is incomplete, the rest of the contract shall not be affected. The parties of the contract will replace the invalid clause by a clause which comes closest to the meaning and purpose of the invalid clause in a legally effective manner. The same applies to contractual loopholes.
(2) All legal relationships arising from this contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The contractual language is German / English
(3) The place of jurisdiction for all disputes concerning this license agreement is Hamburg / Germany, as long as the licensee is a merchant, a legal entity under public law or a special fund under public law or if they are equal to such or if they have their registered office or branch abroad.