Terms of Licensing
V.2023 05 12
modelwise GmbH, represented by the managing directors Arnold Bitner, Florian Grigoleit, Iliya Romenov Valcher, Stuckstraße 4, 81677 Munich, Germany,
– hereinafter referred to as “Licensor” –
a customer who will download either a trial version of the paitron app from a website of the Licensee or a customer who receives an offer of the Licensee for a full license of the paitron app against payment,
– hereinafter referred to as “Licensee” –
regarding the paitron app, Version 4.3, a professionally qualified assistance system for analyses of the functional safety of technical equipment in the broad sense of model-based FMEDA.
- The Licensor is the rights holder to the “paitron” app, consisting of software and databases, hereinafter referred to as the “SOFTWARE”, or has the necessary licenses for, among other things, the development, editing, use and distribution of the Software.
- A description of the Software´s functions as well as its application requirements on computer level are available under the link (https://modelwise.ai/paitron-functional-description/).
Note: The results of the use of the Software require a plausibility and content check for completeness and correctness by a technically qualified person at the end of the Licen-see, since the app cannot guarantee the compliance with all conceivable requirements following from standardizations and subsequently points out gaps if necessary. More details can be found at [Chapter 8: Export in Functional Description]. The Licensor re-serves the right to edit the information available at this link.
- The Licensor will grant the Licensee a non-exclusive, non-transferable right to use the SOFTWARE as described either for the trial version at the time of the download from the website or as described in the Licensor´s offer, limited (1) to the duration as described either for the trial version on the website or in the Licensor´s offer; (2) locally to a computer at a location in EU-Europe including the EEA to be determined by the Licensee and (3), in terms of content, for use on the occasion of civil product developments of the Licensee itself, but not for third parties. The right of use shall include a right to data backup at the end of the Licensee. If the license is granted against payment, the right of use will commence at the earliest upon receipt by the Licensor of the payment of the license fee in accordance with the invoice.
If agreed in the offer, the right of use will be extended in each case by the agreed duration as described in the respective offer.
Decompiling or reverse engineering of the SOFTWARE shall be prohibited, provided that such prohibition is not in conflict with Section 69g(2) of the German Act on Copyright and Related Rights (Urheberrechtsgesetz, UrhG) in conjunction with Sections 69d(2), (3), (5) or (7) or Section 69e UrhG and that the Licensor will not offer, for example, in response to a qualified error message, any error correction or workaround or any support regarding the question of interoperability with other programs in a reasonably timely manner and on terms that are reasonable in the single case.
- The installation and commissioning of the SOFTWARE shall be carried out online by the Licensee. The Licensor will provide the Licensee with the necessary support online or by telephone until the SOFTWARE can be used by the Licensee and such support shall be compensated by the payment of the license fee.
- Training of the Licensee´s employees or a hotline will be offered to the Licensee upon request as separately compensable services.
- The price for the license fee shall be based either on the price indication on the website for a trial version or on the respective offer plus, if applicable, the statutory value-added tax and is to be paid within 14 days from the invoice date to the specified account of the Licensor or prior to an installation of the software, if this is to take place earlier than before the expiry of the payment deadline.
- The Licensor will provide the SOFTWARE to the Licensee during the license period in a condition suitable for use in accordance with the agreement and has to maintain it in this condition for the license period.
- In the event of an alleged infringement of property rights by third parties, the Licensor alone is entitled either to defend itself alleged claims or to provide a workaround or licensing to eliminate a reproachable infringement of property rights.
- The Licensor warrants and is liable for damages arising from the warranty under rental law and for other contractual claims or from tort, including the liability of its executive bodies and vicarious agents, limited to cases of intent and gross negligence.
In the event of a breach of a material contractual obligation which constitutes a prerequisite for the fulfillment of this License Agreement by the Licensor, the Licensor is also liable for cases of ordinary negligence to the exclusion of slightest negligence and in the case of ordinary negligence limited to the amount of damage which was foreseeable or could have been foreseen by the Licensor at the time of the conclusion of the Agreement.
The limitations of liability shall not apply to cases of injury to life, body, and health or due to product liability.
- The Licensee is obligated to keep information received from the Licensor confidential and to effectively secure it from access by third parties who do not need to have access to the information for the purpose of using the SOFTWARE, and for this purpose to include its employees or external third parties it commissions for the use of the software in this obligation to maintain confidentiality.
In the context of this obligation, “confidential” means all information of the Licensor made available to the Licensee by the Licensor, whether in writing, orally, electronically, or otherwise, even without the particular information having to be a trade secret within the meaning of the German Law on the Protection of Trade Secrets (Geschäftsgeheimnisgesetz). This shall not include information that is publicly known at the time of transfer or that subsequently becomes publicly available without breaching this obligation to maintain confidentiality or that was demonstrably already known to the Licensee at the time this Agreement was concluded.
The Licensee´s obligation to maintain confidentiality shall continue to apply beyond any termination of the Agreement for 5 (five) years from the end of the Agreement.
For each case of breach of this obligation to maintain confidentiality, the Licensee undertakes to pay a contractual penalty, the amount of which will be determined by the Licensor depending on the severity of the breach and which, at the request of the Licensee, may be reviewed by a court having local and subject-matter jurisdiction as to the appropriateness of the amount.
- After the end of the contractual term or in case of a termination for cause, the Licensee undertakes not to use the SOFTWARE any further and to delete it upon request of the Licensor and to confirm this in writing to the Licensor. The Licensee´s obligation to maintain confidentiality contained in Clause 10 as well as the contractual provisions below under Clauses 12(2) up to and including 12(4) shall continue to apply post-contractually.
- The Licensee permits the Licensor for an unlimited period of time and free of charge to reproduce the Licensee´s company name and to display a company logo of the Licensee on the websites, on professional social platforms (such as LinkedIn or Xing) and on the occasion of speeches and presentations of the Licensor in order to inform about the type of services it provides to the Licensee.
- The rights of use granted will cease with the expiration of the license period.
- This License Agreement constitutes the entire understanding between the Parties on the occasion of the granting of the license. No oral side agreements have been concluded. Amendments and supplements must be made in writing in order to be valid. This also applies to a possible waiver of the written form requirement itself.
- Should any provision of this License Agreement be invalid, or should a contractual loophole exist, the Parties undertake to replace it by mutual agreement with a legally valid provision that comes as close as possible to the economic purpose pursued by the Licensor with the initial provision. The same shall apply in the event of a contractual loophole being closed.
- This License Agreement and any rights and claims hereunder or in connection herewith shall be governed by German law. The place of jurisdiction is Munich, insofar as the Licensee is a merchant within the meaning of commercial law or a public authority, institution, body or the like or a foundation.