combit License Agreement

Please read carefully.

Issued Sep 1, 2007

This is a legal agreement between you (‘customer’) and combit Software GmbH, Germany (‘combit’).
By opening the sealed package, by clicking the „I Agree“ button during installation, by signing and sending in the registration card or by filling out the respective online form, you agree to be bound by terms of this agreement. Please read carefully! If you do not agree to the terms of this agreement, you may not open this envelope respectively. continue with the installation! In this case you should, however, promptly return the complete package and all accompanying items (including ‘online’ and written materials and binders) to your place of purchase, for a full refund.

It is in your best interest to produce backup copies regularly in order to avoid extensive damage due to the loss of data! Please also include the original software in the initial backup and keep this backup in a safe place together with the product license certificate.

§ 1 Product Capability and Affirmation

Specifications given in brochures, advertisements, documentation and any other written notices are descriptive only and do not constitute any guarantees regarding the condition of the products. Guarantees regarding the condition of products require an explicit, written form. This applies equally to any indication of price or the release of add-ons and extensions. Technical data, specifications and functional design specifications in the software product descriptions do not constitute guarantees regarding the condition of the products, unless this was expressively confirmed as such by combit.

§ 2 Grant of License

The customer may use combit software products (‘software’) and documentation solely on the basis of a license granted by combit.
With this software license combit grants the customer an individual and personal, nonexclusive, and only by the consent of combit transferable right to use the licensed software. This right does not include the right to under-license. In the case that the customer is a legal entity, combit grants the right to designate one individual within the organization, to have the sole right to use the software, in the manner provided in this license agreement.
Being that this is a user dependent, personal software license, any customer who wants the software to be used by several employees has to purchase the number of software programs that correspond with the number of users. The exception being that the written offer and/or the confirmation of order determines the number of users that are licensed to use the product on all CPUs in a network or as users of alone standing CPUs. The customer may not exceed the determined number of users at any time.
Additional Notebook Licenses (address manager, Relationship Manager): If the customer would like to make it possible for an individual user of the software license on the network to use this program alternately with a mobile computer Notebook i.e. a notebook, then an additional Notebook License is required. Such a license must be acquired for every user of the network that desires to use the program. It is insignificant whether the Notebook is only occasionally intergrated into the network or is used totally independent therefrom. The additional Notebook License is only valid in connection with the Basis-License and does not increase the number of personified users. If the customer wishes to increase the number of users, then the customer must acquire the appropriate number of programs for the number of users. §2 (3) is valid accordingly.
combit agrees to the use of another system, if it replaces the original system used, as long as the identical version of the licensed software can be used on the new system. If the system is switched, the software is to be deleted on the former system. The simultaneous installation, storage, or use on more than one system is inadmissible.
combit will not refuse the allowance to transfer the software against utmost good faith. combit agrees to the further sale or giving of the software provided that the third party also agrees to the terms of the license agreement especially to claims resulting from combit‘s proprietary rights. In the case that a transfer occurs, the customer must either give the new user all available copies or destroy the copies. As a result of transferring the product the old user loses the right to use the program. Transfer by rent, loan or other agreements which include a temporary license endanger combit‘s proprietary rights. On this account such a transfer always requires the individual allowance by combit, which combit only must give if the authorized user can prove that and how he/she will ensure combit‘s proprietary rights.
The software is provided in the form of an object code. The provision of technical program documentation, especially source codes, is not obligatory and is not a part of the provision, except when the user documentation is governed differently (development tools). The right to examine these records is not given. The customer may not use any procedure in order to reproduce source programs or parts of source programs, or to request information on the conception or construction of the software. Excluded thereof are solely the cases of § 69e UrhG (Urhebergesetz).
The software may be copied or multiplied only as often as necessary for use on the licensed system and for the purpose of backup or archive copies. The documents provided, including manufactured copies, are to be destroyed, without special request, at the end of use, for example after a transfer according to § 2 (6) or after having purchased an update according to § 2 (16), as long as the customer is not forced by law to keep them.
The use of the licensed software within a network, or a similar processing system is not permitted if the ability to simultaneously use the software is achieved. If the customer wants to use the program within a network, simultaneous multiple use has to be guarded against, through security measures, except if the written offer and/or the confirmation of order, according to § 2.3 imply a different agreement.
In case the provided data carrier contains software, which was not included in the license given to the customer, the customer may use the software only if a separate license has been granted.
The customer is to hold all software information, as well as the applied methods and procedures confidential. He/she is obliged to guard the provided software and documentation against knowledge of or use by a third party. As long as the software is not a development tool, the customer is obliged not to use the proprietary software, procedures, and ideas, directly or indirectly, for the creation of another software product. In the case of a development tool, the aforementioned limitations are only cancelled for the purposes listed in the product description. A change to the licensed software requires an explicit written agreement from combit.
combit, and combit alone reserves all rights, especially copyrights, for the provided software as well as the documentation, as long as this is not explicitly marked differently.
Software licenses are granted for an indefinite amount of time. If purchased from combit directly the licenses may only be used after full payment has been received. Until payment has been received, combit reserves the title in the delivered products.
A given software license entitles solely the use of the licensed version.
combit notes, that customers who violate copyright laws, are liable for all damages that occur as a result of these copyright law violations.
In some cases combit offers updates or upgrades for the product for special prices. If using an update or upgrade, the old license is not valid any more.
For license security measures, various protective mechanisms may be part of the software. Development licenses that are used for development purposes within a network may send an internal message to other stations in the network.
If the contract is terminated, the customer is obligated to destroy the original software copy, including all copies made (even those where changes may have been made), as well as all written documents. Written confirmation that this has been carried out is to reach combit within 14 days of termination.
Development Tools: If multiple developers are working on a product / project in which the software is used, each developer of the product / project is in need of a license. Here a product is defined as any kind of asset which is being created by the customer in a value added process. The part of the whole product which is being created by making use of the development tool is irrelevant. A project in the sense of this License Agreement is a given enterprise or venture with a specific aim which is characterized by being basically a nonrecurring enterprise or venture. A developer in the sense of this License Agreement is a person who participates in the production process of a product or who takes active part in the realization of a project.
Development Tools: The customer may not allow his/her developers to use multiple licenses within the same product / project in the sense of § 2.19 et seqq. without ensuring that all licenses are of the same type. The parallel use of the Professional and Standard Editions within the same product / project is therefore not authorized.
Digital Signature: combit supports third party software for signature processes in several of her software products. combit points out explicitly that she is neither offerer of this signature software nor responsible for it. Particularly combit is no provider of certification services in the sense of the signature law.

§ 3 Further Distributable Components (Development Tools)

Notwithstanding § 2 combit guarantees the customer the right, to use and modify the source code version of such software components, which are identified in the written or electronic documentation as a sample program. The customer does however not have the right to pass on the sample program or a modified version of the sample program that is in source code form.
Notwithstanding § 2 combit guarantees its customers the non-exclusive right, to reproduce as well as further distribute the object code version of any part, in every software, that is marked as a further distributable component or run-time module in the software’s written and electronic documentation.
The following specifically applies to the development tool List & Label: The customer is not permitted to develop a program or module specifically focused on or just created for printing purposes, just for creating / distributing reports (for example: label programs, reporting tools, ...) or which is based on other important functions of List & Label. If desired, an individual agreement is usually possible. Please contact the combit sales department.
The customer is not permitted to distribute the object code of further distributable components/run-time modules, as part of a product which could be used to develop software products or which could be used for software development. The same applies, for example, for the capsulation of run-time modules in own run-time modules (source code or compiled form like a DLL or an EXE file), which would, for example, give other developers access. § 2(3) applies accordingly. If desired, an addendum to the license agreement may be possible. Please contact the combit sales department.
combit guarantees the customer the right to further distribute, license-free, the further distributable components/run-time modules, under the following conditions:
(a) The customer may only sell the runtime module together with, and as a part of his/her software product.
(b) The customer may not use combit’s name, logo, trademarks or any other distinguishing characteristics belonging to combit for marketing purposes.
(c) The customer includes the complete combit software copyright notice (in the form stated in the corresponding information file) at least once in his/her program where copyright notices are regularly to be found. The customer will do so even if he/she did not include his/her own copyright notice. In addition the customer includes the copyright notice in his/her product wherever the copyright of his/her software appears (program and packaging etc.). Moreover the copyright must be included in the about dialog of the customer‘s software.
(d) The customer provides the end-user with support that is necessary in regards to program parts which are based on the software.
(e) The customer agrees to indemnify and hold combit harmless and defend combit in conjunction with all claims and legal arguments, including the costs of lawyers, that occur as a result of the use or further distribution of its software product.
(f) The customer may not allow his/her customers the further distribution of further distributable components/run-time modules.

§ 4 Server/Web Server Licenses (Development Tool List & Label)

If List & Label is part of a server/Web server application (that uses Internet/intranet protocols such as http, https, wap/wtp), a separate user dependent license is required. A „server application“ can be a so-called Web server extension (ISAPI or NSAPI extension for example), the integration in ASP or PHP pages, the control over a CGI interface, or also an independent server application. A „server application“ is an application or service, that can be started or used on a computer by another computer. It can, for example, be ready and waiting to fulfill the requests of other computers. Server/Web server components that are created with the help of List & Label may not be further distributed for no royalties. A separate Server / Webserver License is required for every installation that is appropriate to the number of users accessing the installation. If the underlying server/Web server application is licensed based on the number of users this is the appropriate number of users counted. Otherwise the maximum number of possibly accessing concurrent users applies.

§ 5 Warranty

combit makes every effort through the implementation of quality assurance measures to keep software free of defects, but points out that with current technology it is not possible to guarantee that software is completely free of defects.
The customer initially has the choice between having combit remedy the defect or making a replacement delivery. However, combit is entitled to refuse the selected option if this would only be possible at inappropriate costs or if a follow-up product is available that no longer has this defect and if this type of retrospective fulfillment is not connected with any substantial disadvantages for the customer.
If attempts to eliminate the defect – which combit may attempt twice – fail or if combit does not offer a program version free of defects, the customer has the right to withdraw from the contract or reduce the purchase price to an appropriate extent (abatement of purchase price).
However, in case of a minor breach of contract – especially in case of slight defects – the customer is not entitled to withdraw from the contract and to claim for compensation instead of damaged goods or instead of the provision of service.
The customer does not receive any guarantees from combit in a legal sense unless this was agreed upon in writing.
The warranty is void for any programs or parts of programs that were modified or extended by the customer, unless the customer can furnish proof to combit that such modifications or extensions are not the cause of the defect. The warranty claim is also void in case of defects, suspensions, interruptions and damages that are a consequence of incorrect operation, hardware and operating system failures, non-compliance with data security regulations or other processes outside of combit’s responsibility, or if the customer denies combit the opportunity to investigate the cause of the defect.
The period of limitation for contractors is one year as of the receipt of the goods. For consumers, this period is two years as of the receipt of the goods.

§ 6 Notice of Defects

If the customer is a contractor, he/she shall immediately check the product for completeness and quality upon receipt. Evident defects must be communicated in writing to combit within 14 days as of the receipt of product; otherwise the assertion of the warranty claim is excluded. The dispatch of the notice in due time is sufficient to adhere to the limitation period.

§ 7 Liability for Defects

If the customer is a contractor claims for damage due to defects of the goods require that the customer has followed the examination and notice of defects procedure as stated in § 6.
combit‘s liabilty is regulated by law in case the customer claims damages which are due to an intentional or gross negligent breach of contract or in case of a slightly negligent breach of significant contractual obligations. This also applies to the breaches of obligations by combit‘s legal representatives or vicarious agents. Unless combit is not accused of intentional breach of contract, combit‘s liability is limited to the typical, foreseeable, and direct average damage. This applies also to damage liability caused by delay.
combit‘s liability – unless combit is not accused of intentional breach of contract – is also limited to the foreseeable, typically occuring damage if the customer excercises his/her right of withdrawal or reducement of purchase price.
Liability due to wrongful personal injury to life, body or health as well as liability according to the product liability law and a legal product liability remain unaffected.
The statute of limitation for claims due to defects is one year after the receipt of the goods for contractors and two years after the receipt of the goods for consumers, calculated from the transfer of risk. This does not apply in case of fraud and in case combit should give a warranty.

§ 8 Aggregate Liability

Beyond § 9 any further liability concerning contractors is excluded, irrespective of the legal reason. This applies particularly for damage claims resulting from precontractual liability, for other breaches of duty or for torturous liability or concerning damage to property according to § 823 BGB.
As far as liability for compensation towards combit is excluded or limited this applies also to the personal liability claims for damages against combit‘s employees, legal representatives or vicarious agents.
An exclusion period of 18 months applies to the limitation for all claims of contractors that are not subject to limitation due to a defect of product.

§ 9 Product Changes

combit may make product changes that don’t effect general functional capability.

§ 10 Final Clauses

Place of performance is Constance, Germany.
If the customer is merchant according to the German Book of Trade Law (Handelsgesetzbuch), a legal entity of public law or legal special funds, it is agreed that any legal actions arising from this or in connection with this contract will be settled at combit‘s address of record. This also applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or usual abode is unknown at the time the proceedings are brought forth.
This contract is subject to the laws of the Federal Republic of Germany. The UN Sales Laws are excluded.
Any subsequent additions or changes to contracts require the written form. This also applies to a waiver of the written form requirement.