Legal License Agreement

 

I. Subject Matter

These terms and conditions apply to any equipment or licensed software as well as services, supplied and/or rendered by iDent to Purchaser/Licensee now and in future, the quantity, exact designation, purchasing price, license fee, and other costs of which are to be derived exclusively from the order confirmations.

 

II. Right of use

 1.iDent grants the customer a no time-limited and non-exclusive right to use (license) the eyeCAD-connect software (the "Software") included in this package. The delivery of the source code is not included.

 

2. The license entitles the customer for single use of the Software under normal use. This includes the Software installation and a backup copy of the software to load into memory and its hardware. The license does not extend to other types of use. The customer may not make any changes and translations or more copies of the software, even partially or temporarily, of whatever nature and by what means. An illegal reproduction is also the print out of the program code. Changes to which iDent in good faith cannot be denied consent (§ 39 chapter 2 of the Copyright Act), are permitted.

 

3. For use of the licensed Software on another workstation and/or computer system an additional license fee is payable. Any use of the Software on a so-called Multi-user system or in a network is only permitted in a separate agreement and only upon payment of the appropriate license fee(s).

 

4. iDent is the owner of all intellectual property of the Software and the accompanying documentation. Notes on copyrights, or other intellectual property rights, which are located on or in the Software may not be changed, eliminated nor otherwise be made unrecognizable.

 

5. Transfer of granted rights of use, or a granting of sub-license for the licensed material is expressly excluded, both to protect the fitness of the Software and to safeguard the user. This shall apply also in the event of full or partial sale of property of Licensee’s company. In the event that Licensee passes on programs or copies thereof to third parties, Licensee shall pay a flat-fee in damages amounting to two (2) times the single license fee for the Software. Upon termination of use, the licensed programs and the documentation including all copies shall be returned immediately and without prompt. The customer retains no copies of the Software (including any prior versions). The customer may not reverse engineer (reverse engineering), decompile or disassemble Software. In all other respects, §§69d,69e are unaffected.

 

 

 

II.  Warranty

 

1.iDent guarantees - in accordance with the provisions of §§ 434 ff BGB - that the Software is in conformity with the specifications set out by iDent in the associated program documentation and created with due care and skill. However, according to the current state of the art of the complete exclusion of software errors is not possible.

 

2. iDent is going to correct minor problems of the Software. The error correction shall be made at the discretion of iDent, depending on the meaning of the error, by providing an improved version of the Software or by references to eliminate or to bypass the effects of the error. The customer is obliged to install the new software version, unless this would lead him to unreasonable adaptation and conversion problems.

 

3. In the event that Software is connected to any third-party software, iDent shall assume no warranty for the fitness of such third-party software installed on Hardware delivered by iDent, or the compatibility of such software to Software delivered by iDent.

 

4. Warranty shall only be given to original buyer. Claims to Warranty are non-transferable. In the event that Purchaser/Licensee relocates the Software, Purchaser/Licensee is liable for any additional costs arising thereof with respect to the removal of defects.

 

5. The customer has the right to ask for a reduction of the license fee or to withdraw from the contract if the failure cannot be corrected. In case of cancellation, the customer shall return the respective media containing the Software and the accompanying documentation to iDent and destroy all copies.

 

6. In the event that during a iDent inspection a defect of the Hardware/Software cannot be ascertained, Purchaser/Licensee shall pay all costs of the inspection, especially in the event of faulty usage, or other interference beyond the scope of iDent’s liability.

 

7. The warranty period is 12 months from delivery of the Software.

 

 I. Liability

1. Liability by iDent shall be limited to all cases regulated by these Terms and Conditions. iDent’s liability shall be limited to such damages resulting from non-availability of an agreed-upon or guaranteed condition, as well as damages caused by deliberate action or gross negligence. In the event of fatal injury or bodily harm, iDent shall also assume liability for negligence. In no event shall iDent be liable for damages caused by lesser negligence. However, iDent shall be liable in the event of lesser negligence causing infringement of obligations under this agreement for direct damages; such damages shall be limited and not exceed the double license fee payable for the iDent Software.

 

2. iDent is not liable for the replacement of data, unless iDent is responsible for the destruction caused by gross negligence or willful misconduct and the customer has ensured that these data can be reconstructed with reasonable effort.

 

3.The customer is aware that he has to back up the data on a regular basis in the context of its obligation to mitigate the damage and in the case of a suspected software failure to take all reasonable additional precautions.

 

 I. Software support

The care of the Software is subject solely to the provisions of a separate maintenance agreement ("Service Agreement").

 

V. Applicable Law, Place of Fulfillment and Jurisdiction, Severability Claus

1.Possibly arising supplementary agreements that go beyond the content of the written agreement are legally valid only if they are confirmed in writing by iDent.

 

2. This contract, including all matters arising from it, is subject to German law and the exclusive jurisdiction of the German courts in Bad Segeberg.

 

3.  Place of fulfillment and jurisdiction for all matters arising from current and future business dealings of both parties, for any reason, is Bad Segeberg, Germany. However, iDent reserves the right to pursue claims at a valid jurisdiction of the Purchaser/Licensee.

 

4. Should individual provisions of this agreement become completely or partially invalid or loose their enforceability, the validity of the remaining agreement will not be affected. In such a case, iDent and Purchaser/Licensee shall replace the invalid clause with a valid clause that bears closest resemblance to the economic purpose of the invalid clause.