This software agreement (the "agreement")
provides the terms and conditions under which asset.management GmbH is willing
to grant the person or entity (the "licensee") installing and using the
licensed software (as defined below) a non-exclusive, limited right to use
the licensed software. Read this agreement carefully. If licensee agrees
to only use the licensed software in accordance with the following terms
and conditions and is willing to be bound by this agreement in its entirety,
acknowledge such acceptance as provided and continue with the download and
installation of the licensed software. Otherwise, if licensee does not agree
with the following terms and conditions, do not download and or install
the software
Licensee warrants and represents that the person accepting this agreement
on behalf of licensee is its legally authorized representative and is duly
authorized to accept agreements of this type on behalf of licensee and obligate
licensee to the terms and conditions herein. Any breach of this warranty
and representation is a material breach of this agreement and, in such event,
this agreement and the rights granted to licensee shall terminate automatically. |
| "licensed software" refers
to the computer software and documentation, supplied with this agreement.
|
| License Subject to the terms and conditions of
this agreement, asset.management GmbH grants licensee a limited, personal,
non-exclusive, non-transferable right to use the licensed software |
| No modifications. Licensee shall not in any way change,
modify or create derivative works of the licensed software, including but
not limited to translating the licensed software into another computer language
or for use on another platform. |
| No other rights. Licensee acknowledges that it obtains
no ownership rights in the licensed software under the terms of this agreement.
All rights in the licensed software including but not limited to trade secrets,
trademarks, service marks, patents, and copyrights are, shall be and will
remain the property and ownership of asset.management GmbH. |
| Necessary third party rights. Licensee warrants that
it has obtained lawful permission to use all hardware and software required
in order to use the licensed software. |
| Licensed software provided as "as is". Asset.management
GmbH has no obligation to support or maintain the licensed software and
grants licensee this right to use the licensed software "as is". Licensee,
and anyone to whom licensee provides the licensed software pursuant to this
agreement, assume total responsibility and risk for licensee's use of the
software. Asset.management GmbH does not make, and expressly disclaims,
any express or implied warranties, representations or endorsements of any
kind whatsoever, including, without limitation, the implied warranties of
merchantability or fitness for a particular purpose, and the warranties
of title or non-infringement. In no event shall asset.management GmbH be
liable for (a) any incidental, consequential, or indirect damages (including,
without limitation, damages for loss of profits, business interruption,
loss of programs or information, and the like) arising out of the use of
or inability to use the software, even if asset.management GmbH or any of
its authorized representatives has been advised of the possibility of such
damages, (b) any claim attributable to errors, omissions, or other inaccuracies
in the software, or (c) any claim by any third party. By way of example
only, asset.management GmbH does not warrant that the licensed software
will be error-free. |
| Sole remedy. If for any reason the software is unusable
or does not perform as licensee intended or expected, then licensee's sole
remedy shall be to either terminate this agreement. Because some states
do not allow the exclusion or limitation of liability for consequential
or incidental damages, the above limitation may not apply to licensee. In
the event applicable state or federal law does not allow the complete exclusion
of any warranties as set forth in this agreement, asset.management GmbH’s
liability is limited to the greatest extent permitted by law. |
| Termination. This agreement and the rights granted to
licensee shall terminate automatically if licensee fails to comply with
any of the terms and conditions of this agreement. Upon termination, all
licenses granted herein shall terminate and licensee shall immediately destroy
all copies of the licensed software. |
| Applicable law. This agreement shall be governed by and
construed in accordance with the laws of fed. Germany , applicable to agreements
made and to be performed wholly therein without regard to its conflicts
of law rules. Licensee agrees that any legal action or proceeding between
asset.management GmbH and licensee for any purpose concerning this agreement
or the obligations hereunder shall be brought exclusively in a federal court
of competent jurisdiction sitting in Munich, Germany. Any cause of action
or claim licensee may have with respect to the licensed software must be
brought within one (1) year after the claim or cause of action arises or
such claim or cause of action is barred. Asset.management GmbH’s failure
to insist upon or enforce strict performance of any provision of this agreement
is not a waiver of any provision or right. |
| Titles. The paragraph titles are intended only to assist
the reader as an index device and are not intended to be descriptive of
the paragraph or to be used for construction or interpretation. |
| Assignment. Neither this agreement nor any of licensee's
rights hereunder shall be assigned, sublicensed, or transferred (in insolvency
proceedings, by mergers, acquisitions or otherwise) by licensee without
the written consent of asset.management GmbH. Any assignment or other transfer
which is inconsistent with the foregoing shall be null and void. Asset.management
GmbH may assign all or a portion of its rights and obligations hereunder. |
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