software license agreement

This software agreement (the "agreement") provides the terms and conditions under which 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.
1."licensed software" refers to the computer software and documentation, supplied with this agreement.
2.License Subject to the terms and conditions of this agreement, GmbH grants licensee a limited, personal, non-exclusive, non-transferable right to use the licensed software
3.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.
4.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 GmbH.
5.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.
6.Licensed software provided as "as is". 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. 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 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 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, GmbH does not warrant that the licensed software will be error-free.
7.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, GmbH’s liability is limited to the greatest extent permitted by law.
8.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.
9.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 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. 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.
10.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.
11.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 GmbH. Any assignment or other transfer which is inconsistent with the foregoing shall be null and void. GmbH may assign all or a portion of its rights and obligations hereunder.