Conditions of use
By copying, installing or accessing this software, you are agreeing to the conditions of this contract. If you accept these conditions of use on behalf of another individual person, legal entity or corporation, you are hereby declaring and guaranteeing that you are authorised without restrictions to obligate this individual person or legal entity to comply with these conditions of use. If you do not accept these conditions of use, do not copy, install or use this software and do not access this. Instead, you should return the software and the credentials to the person from whom you received them.
In this end user licensing agreement (the “contract”), words and terms in capital letters have a certain meaning, which applies to the whole of the contract. This contract is drawn up between you and / or your affiliated company (“You” or the “Client”) and Certus Software GmbH.
When referring to a party, “affiliated company” describes any company or other business unit, which is controlled by this party, controls this or is under joint control with this party; and
“Control” describes the direct or indirect ownership of more than 50% (fifty percent) of the capital shares of this company or business unit or the actual chance to control the management decisions of this company or business unit.
“Software” describes the Certus Erasure software programme in object code format, which has been licenced from Certus Software GmbH.
Your obligations when using the software or a part thereof; you must:
- Guarantee that the software is only installed on the stated device(s);
- Keep complete and accurate recordings about the use of the software;
- Inform Certus Software GmbH immediately if you become aware of unauthorised use of the software;
- You must not use the software or access this if you are a direct competitor of Certus Software GmbH except with prior written authorisation or for the purposes of market-oriented benchmarking or for similar purposes;
- You must not use the software in any kind of commercial manner;
- You must not decompile, decode, disassemble, reconvert or restore the software nor create derivative works based on parts of the software, irrespective of the purpose;
- You are not allowed to licence the software or sublicense, sell, resell, transfer, hand over, distribute or lease it, namely to the full extent permitted by the valid legislation.
- You must always comply with all valid data protection legislation and must NOT use the software against this legislation.
Support and training
The guideline of Certus Software GmbH to provide support relating to the software is available at https://support.certus.software or on another website of which you will be informed from time to time. As part of the software, Certus Software GmbH provides the client at no cost to the client with standard client support services during normal business in line with the guidelines relating to the support services of Certus Software GmbH, which are in force at the time of the provision of said services. Certus Software GmbH can change the guideline relating to the support services at its sole discretion from time to time.
Certus Software GmbH has the right to update the software, add new functions to this or change the design of software in some other way or to stop selling the software at its sole discretion without any liability to you concerning the production or sale.
Intellectual property rights
You hereby recognise that all intellectual property rights to the software and all associated services belong solely to Certus Software GmbH or the third party owners (depending on the case) and that the client has not claim to the software, except the right to use this according to the conditions of the licence (and / or a licence of an associated party).
Third party software
The software can contain freely accessible and distributable and / or Open Source software and other third party materials that are protected by copyright (“third party software”). The third party software is subject to the relevant licence conditions in place of the above licence conditions which apply to the software. Certus Software GmbH has absolutely no obligations to provide a guarantee or recourse relating to the third party software. Your rights concerning guarantees and recourse relating to third party software, if available, conform to the valid usage conditions of this third party. Third party software is provided without any conditions or guarantees of any kind if nothing else is defined in the licence conditions of the third party in question. Certus Software GmbH hereby explicitly provides no guarantee and accepts no liability for software that has been produced by or relates to a third party.
Certus Software GmbH hereby guarantees that all fundamental aspects of each unmodified copy of the software shall function according to the attached documentation for a period of ninety (90) days from the date of delivery. You hereby agree that this documentation shall be provided solely in English if the local legal conditions do not stipulate otherwise. All updates, which are provided by Certus Software GmbH, are subject to this restricted guarantee for the rest of the guarantee period or for thirty (30) days from the delivery date, whichever is longer. With regard to any violation of the guarantee, your only means of legal redress and the total liability of Certus Software GmbH exist in the correction of the software errors, which are responsible for the violation of the guarantee. The above guarantee is a one-time guarantee and is valid in place of all other implied or explicit guarantees, conditions or provisions relating to marketability, suitable for a certain purpose or non-violation. The software is provided in the “as-is state” and Certus Software GmbH does not guarantee or ensure that the operation of the software is secure, uninterrupted or free from any errors or faults or that the software offers protection against all potential threats.
Limitations of liability
Certus Software GmbH or its authorised distributors are in no way liable for indirect damage, incidental damage, special damage, exemplary or punitive damages or consequential damage (including lost profits, income or data, business interruption, losses due to the procurement of replacement goods or other similar losses), which result from the use or inability to use the software, even if Certus Software GmbH or its authorised distributor has been informed about the possibility of this damage. The entire extent of liability (irrespective of whether on the basis of a contract, a guarantee, unpermitted action (including negligence, product liability or any other legal basis)) of Certus Software GmbH, which results from the use or inability to use the software, must not exceed the licensing charges which you have paid for the software which is the cause of the claim. These liability limitations and exclusions do not apply to any liability which cannot be excluded or limited by law.
Without limitation of your payment obligations, you can cancel your licence at any time by deinstalling the software. Certus Software GmbH can immediately terminate your licence if you significant violate the conditions of this contract. In the case of such an infringement, you must immediately return or destroy all copies of the software and documentation.
- Severability clause
If a condition or special condition of this contract should be invalid, unlawful or unenforceable due to a legal provision or a provision of public policy, then the rest of the provisions and conditions of this contract shall remain fully in force if the economic and legal intentions do not affect either contractual party in any way.
A waiver of a right stated in this contract is only legally valid if this is given in writing and this waiver should only relate to the party, to which this is directed, and exclusively to the stated situations.
- Force majeure
Certus Software GmbH shall not be liable to you on the basis of this contract if it is prevented from fulfilling its obligations from this contract or from continuing its business or these are delayed due to actions, events, failures or incidents, which are outside of the reasonable control of Certus Software GmbH. This also includes strikes, lockouts and other labour conflicts (irrespective of whether the workforce of Certus Software GmbH or another party are involved in these or not), breakdown of a supply, transport or telecommunications network, natural phenomena, war, riots, civil unrest, intentional damage, compliance with a law or official order, regulation, condition or instruction, accidents, failure of equipment or machinery, fire, flooding, storm or failures of suppliers or subcontractors. Certus Software GmbH must inform the client about such occurrences and of their expected duration.
- No partnership or proxy relationship
No formulation in this contract serves to create a partnership between the parties or authorise one party to act as the representative for another party. None of the parties is authorised to act in the name of or on behalf of the other party in order to bind the other party in any way (and this includes the submission of declarations or guarantees, the assumption of obligations or liabilities and the exertion of rights or powers of attorney).
Notifications connected with this contract by one party must be made in writing and by email, postal delivery (or a delivery service). You must not inform Certus Software GmbH by email of a contractual violation or cancellation of this contract. Notifications by Certus Software GmbH to you are legally effective in the following cases: (a) in case of notifications by email one (1) day after sending to the email address of Certus Software GmbH, or (b) in case of notification by post or a delivery service five (5) days after submission by normal post or by a delivery service to Certus Software GmbH at the stated address. You hereby consent to the delivery of a suit to you by means of registered post to the address stated on the order form. Notifications by you to Certus Software GmbH are considered to be delivered as follows: (a) in case of notifications by email one (1) day after sending to the email address stated in the order form (and receipt at Certus Software GmbH at this address) or (b) in case of notification by post or a delivery service, when this arrives at Certus Software GmbH at the address stated in the order form.
- Entire agreement
This contract specifies the entire agreement between you and Certus Software GmbH regarding the object of the contract and replaces previous or concomitant verbal or written notifications, suggestions and declarations relating to the software or any other matters set out herein.
Applicable law and place of jurisdiction
Both parties consent to the use of German law for the determination, interpretation and enforcement of all your relevant rights, obligations and liabilities and those of Certus Software GmbH, which result from or in connection with the object of the contract without taking into consideration any conflict of law provisions. All rights, obligations and liabilities are subject to the courts of Germany and you and Certus Software GmbH hereby accept the non-exclusive responsibility of these courts.