The following General Terms and Conditions are the essential components of the contract between you and microTOOL GmbH, Berlin. These Terms and conditions apply to the limited use of software in exchange for rental fees, the unlimited use of software in exchange for licensing fees, the limited use of software as a service in a cloud in exchange for rental fees, and the use of software free of charge for test purposes. Furthermore these conditions determine the way consultation and training services are delivered as well as the way client-specified extensions are carried out and serve the purpose of regulating all legal relationships between you and microTOOL if no other special written agreement has been made between the parties.
1. Rights to the Software
A software license grants only you the right to use the software in the way described in these terms and conditions. All other rights remain with us.
You are not permitted to lease or rent out the software to a third party. You may however transfer the license in full to a third party if the recipient is in agreement with these general terms and conditions and if you transfer all the copies of the software and the activation key to them.
You are not permitted to reverse-engineer the source code or the data structure of the software, neither manually nor with a machine. You are not permitted to change the activation key or to change or avoid the testing for the availability of licenses within the software. It is not permitted to copy the accompanying software manuals or the activation keys.
2. Scope of the Use Rights
A license for the software entitles you to use the purchased or rented software or the software that was downloaded from a download server, on as many computers as you have licenses.
The way in which you are permitted to use the software as well as how often you can use it is determined by the type and number of licenses that you purchased or rented. The duration of use depends on whether you purchased or rented the software.
You may create copies for backup or archival purposes in a manner that is common in the industry.
a) Scope of the Use Rights – Workstation License
If you have purchased or rented one workstation license for the software, you may only install the software on one computer or virtual machine at any given time. The software can only be used once at a particular point in time on the computer or virtual machine that it has been installed on. There is no restriction on the number of users that can be named. Use of the software begins when a project member opens the tool and ends when the project participant closes the tool.
If the software has been purchased its use is permitted for an unlimited amount of time, if rented it is rented then it is permitted for a limited period of time.
The use rights obtained through the purchase of a workstation license are valid worldwide, they are non-exclusive and non-transferable.
b) Scope of the Use Rights – Concurrent User License
If you have purchased or rented a concurrent user license then the client software works with the server software via a network. A special server license is required for the server software. The use rights of the server license are stipulated under c). After the service has been started with the client software, the server software belonging to the client software makes a concurrent user license available at the beginning of a session for the duration of the session. After the session has been ended the concurrent user license is returned to the server software so that it can be issued for other sessions.
The number of concurrent user licenses purchased or rented determines the number of users that can use the client software at the same time for sessions with the server software. The number of individual users that can be named is not limited. You can install the software on an unlimited number of workstations, independent of the number of concurrent user licenses, such that every employee has the possibility to use the software. A session begins when a user starts the client software and logs in to the server software. The session ends when the user ends the client software. It is only possible to log in if at least one concurrent user license is free at the time of logging in.
The software also contains a license server component. This serves to manage the users simultaneously logged on at a particular point in time and accesses an activation key in which the number of purchased concurrent user licenses are stored. The license server component may only be installed on one computer or virtual machine at a particular point in time.
The use of the client software is allowed for an unlimited time if you have purchased it, and for a limited time if you have rented it. The use rights of a concurrent license are valid worldwide and they are non-exclusive and non-transferrable.
The term “client access license” is a synonym for concurrent user licenses within the product called in-STEP BLUE. The term “floating license” is used with the products called objectiF RM and objectiF RPM.
c) Scope of the Use Rights – Server License
If the software consists of two components – server software and client software, the following rights exist for the server software: The server software may only be used on exactly one individual computer at any given time and it may be used exactly once at any given time as a service on this server computer. Use of the server software begins when the service is started and ends when the service is ended. The service simultaneously supports as many users simultaneously as have bought or rented a concurrent license.
A server license entitles users to make use of the software on a virtual machine and it is not limited by the number of processors.
The use of the server software can be used for an unlimited amount of time for purchase customers or a limited period for rental customers. Server licenses are valid worldwide, and they are non-exclusive and non-transferable.
d) Scope of the Use Rights for Software as a Service
You have the right to use the software as a service in a cloud infrastructure provided by Amazon Web Services. You will require at least one concurrent user license and a server license in order to use the software as a service. The parameters of the concurrent user license are stipulated in b). The use parameters of the server license are stipulated under c). It is only possible to get access to the software as a service via an Amazon Machine Image. The necessary infrastructure by Amazon Web Services – currently known as Elastic Compute Cloud, is not part of these use rights.
The use of software as a service is possible in exchange for a monthly charge of a concurrent user license. The service license and the maintenance are included in the rental fee for the concurrent use license.
The use of rented software is permitted for the rental period. The rental period is automatically extended by a month if a cancellation process is not completed 3 days before the expiration of the rental month. Termination can be initiated by sending a message to firstname.lastname@example.org or by fax at +49 (30) 4644714.
The first invoice is issued with the delivery of the license key. Future invoices are sent at the beginning of the month.
The user rights are valid worldwide, and they are non-exclusive and non-transferable.
e) Scope of the Use Rights – Personal Editions and Trial Editions
We offer various Personal Editions and Trial Editions of the software products in test versions for free. The granting of these free licenses allows you to install the software on one or more workstations used for private as well as professional (commercial) applications in a way that is customary within this industry. The use of Personal Editions is not limited in time. The use of Trial Editions is time-limited and may vary depending on the specific product. The use of Personal Editions as well as the use of Trial Editions is limited to use for the purposes of testing applications in a way customary within this industry. The use rights are valid world-wide, and they are non-exclusive and non-transferable.
f) Scope of the Use Rights for Testing the Software as a Service
We offer you various tests of the software as a service. Making use of these online tests is free of charge. You are not entitled to access to an online test. The granting of access to an online test authorizes you to use and test the software as a service for private as well as professional (commercial) applications in a way customary within this industry. The use of online tests is limited in time and may vary depending on the specific product. The use rights are valid world-wide, and they are non-exclusive and non-transferable.
g) Scope of Use Rights when Functionality is Extended
We retain global, non-exclusive rights to the commercial exploitation and application of extensions of software that we develop on your behalf.
You receive the world-wide, non-exclusive rights to use the extensions of the software for a limited period of time if you have rented the software and for an unlimited amount of time if you purchased it.
We guarantee that the software is free of errors: for 12 months from the time of sale (in the case of purchases), and for the entire rental period (in the case of rental); this refers to errors that would void or substantially decrease its value or serviceability for the user. The serviceability of the software, which this contract is based on, is stipulated in the manuals. We guarantee that the software essentially performs in accordance with the manuals.
a) Fulfillment of the Guarantee
In satisfying our guarantee responsibilities, we can choose to either (a) refund the purchase price or (b) replace defective software. The defective software must be returned to us.
This guarantee does not cover software defects that result from accidents, misuse or incorrect usage.
We replace software for the remainder of the original guarantee time, for a minimum of 30 days after issuing the replacement software.
b) No Guarantee for Specific Purposes of Application
We do not guarantee that the software is suitable for all purposes you might intend or that it is compatible with other software packages you may be using. You alone are responsible for the selection, installation and use of the software as a service, as well as the intended results.
4. Scope of Maintenance Services
In addition to buying or renting licenses we offer you maintenance services of the licensed software. The maintenance is included in the software as a service package. microTOOL commits to the following maintenance tasks:
- Supporting our customers’ employees during the installation and use of the software. Support is provided by our Support Center in Berlin via telephone at +49 (0)30 467086-20 or email at email@example.com in German or English. Our Support Center is available on workdays during office hours, CET.
- Solving reproducible program errors after the legal warranty period has ended. Reproducible program errors are errors that may occur in the current and unaltered software release, and on systems that comply with the requirements for hardware and system software environments as stated in the Online Help and other program documentation and are do not result from improper use or installation by the customer. If a new software release is issued during the contract period, the service period for the remedy of reproducible program errors for the previous release ends one year after the new software release has been issued. For this purpose, you are obligated to inform us immediately once a program error is apparent, to sufficiently document the program error, and aid us in appropriately support you until the error has been eliminated.
- Ensuring the compatibility of the software with newer versions of the required operating system and the software components used. If the software consists of a client component and a server component, then the client component of the current version of the software supports the operating systems MS Windows 7, 8 and 10 and the components used by Microsoft Office 2007/2010/2013. The server component of the current software version supports the operating systems MS Windows Server 2008 and higher. New software releases will support newer versions of the Windows operating system as well as newer versions of Microsoft Office. Support for older versions of the operating systems as described above and the software components used can be ended at any time by us, upon discontinuation of the software or its support.
- Transfer of use rights for new software releases that are issued during the contract period. The scope of the use rights for a new software release remains unchanged in regard to the scope of use rights for the previous release. Upon use of the new release, use rights for the previous release end.
5. Maintenance Conditions
We charge an annual maintenance fee for purchased licenses and a monthly fee for rented licenses. Maintenance for the software as a service is included in the monthly rent.
The maintenance fee for purchased licenses must be paid up front and in full in the beginning of every year and within 14 days of the issuing of the invoice. List prices at the beginning of the business year apply for the following maintenance years. The maintenance agreement is automatically extended by a year if you do not cancel your subscription within 3 months of the agreed upon expiration period of the contract or extension.
The maintenance fee for rented licenses is payable in advance every month and must include VAT. It is payable in full onto our account within 14 days after the issuing of the invoice.
The maintenance of the software as a service ends when you cancel the monthly rental.
You can cancel the maintenance without giving notice if the maintenance activities have not been fulfilled within an adjustment period of 6 weeks.
In such a case the maintenance fee that was paid upfront will be reimbursed in a timely manner.
We retain the right to cancel the maintenance services if you are in arrears for more than 8 weeks and if the maintenance fee has not been paid in full despite two warnings.
If we terminate the licensing of software, we can only end the maintenance provisions 5 years after the termination date.
6. Using the microTOOL Shop
You can make orders via the microTOOL shop either as a “guest” (without registering) or as a registered user. When you register your login details can only be used by you. You may not pass on your login details to third parties or make them available in any other way. If you learn of an abuse regarding your login details or you suspect as much you are obliged to inform us immediately. If you participate in an abuse you are liable for the consequences of the third party’s actions.
Violating these conditions – especially if you provide incorrect information during the registration or if you have been found to have passed on your login details without permission – we are entitled to bar your access to the microTOOL Shop temporarily or permanently. From that point onwards you will not be able to register to use the microTOOL Shop without our express permission.
You can purchase or rent use rights in the microTOOL Shop. You can also purchase services by placing the desired product that you would like in the shopping cart and completing the rest of the order process. You will be able to view your order and correct any errors that may have arisen at the end of the order process, before you hand in your declaration of consent.
7. Delivery of the Software and Return Policy
We deliver the purchased or rented software via email. This delivery generally contains your download links, the necessary license keys and, if appropriate, installation instructions.
Returns are not possible.
8. Prices and Payment Conditions
The prices for buying or renting the software, for renting of software as a service and for services can all be seen on the website listed among our offers and price information. The prices for making the infrastructure available for the use of the software as a services can be found on Amazon Web Services pages.
The prices for services include possible travel expenses agreed upon between you and us.
If no alternate arrangement has been made, we will charge you for the purchased or rented software or the rented software as a service by means of an invoice. The payment of services will also be processed by invoice if no other arrangement has been made. The invoiced amount is payable in full within 14 days of the day on which the invoice was issued.
9. Liability – No Liability for Incurred Damages
With the exception of damages resulting from malicious or gross negligence, we are not liable for any damage resulting from the use of services or from services not rendered, the use or inability to use the purchased or rented software, the use or inability to use Personal Editions, Trial Editions and tests for software as a service, the availability of infrastructure and the network access to software as a service or through the maintenance stipulated in point 5. This includes, without exception, loss of profits, business interruptions, loss of business information or any other financial losses. This also holds true when we have been informed in advance about the possibility of such damages being incurred. We are only liable for minor negligence if a central obligation of the agreement has been violated.
Our liability is limited to 3 times the amount paid for the service or software. Liability in the case of rented software is limited to three months’ of the rental fee. Liability in the case of service as a software is limited to three months’ rent.
The liability for maintenance services of purchased software is limited to 3 times the amount of the annual maintenance fee. Liability for maintenance services of rented software is limited to rent for three months.
The limitation of our liability does not apply to damages that result in physical injury, harm to health or loss of life.
10. Severability Clause
If any provision of these terms is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to cooperate on replacing an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision.
11. German Law
This contract for software use rights is governed by the laws of the Federal Republic of Germany. The contract venue and legal jurisdiction is Berlin, Germany. The purchaser’s terms and conditions do not apply.