Terms

Gentics Mesh terms of license

Version 1.0

March 31st 2016

This license agreement as stated below is a legal agreement between the LICENSEE (either a corporation or another legal entity or an individual) and the LICENSOR Gentics Software, a branch of APA-IT Information Technology GmbH, Reg. no. FN 195806a, Gonzagagasse 11/25, A-1010 Vienna This agreement is effective on the date of placing your order on http://www.getmesh.io. Placing an order requires agreeing to this agreement.

This license agreement stated below is defining the permissions to use Gentics Mesh.

Definition of Terms

“PROGRAM” (also “LICENSE MATERIAL”) describes the software Gentics Mesh, meaning all intellectual property rights owned by the LICENSOR.

“PROJECT” means a single software program or application under proprietary license distributed to END USERS or provided as an online service. A family of computer programs, or a computer program that competes with the LICENSORS PROGRAM, do not constitute a PROJECT within the scope of this agreement.

„DEVELOPMENT“ means a PROJECT receiving data from the PROGRAM and which is not publicly available or accessible e.g. by using an public URL.

„TESTING“ means a PROJECT receiving data from the PROGRAM and which is not publicly available or accessible e.g. by using an public URL.

“USER” is a designated named user or contractor of the PROGRAM acting within the scope of his employment or his services for the LICENSEE.

“LICENSEE” means the legal entity and all other entities that are controlled by it. Control in this context means ownership of 50% or more of the shares.

“RELEASE” means a version of the PROGRAM commonly identified by the PROGRAM’s name and a version or revision number.  Major RELEASES are identified by 1+x.x, minor RELEASES by 1.x+1.

“BUG-FIXES” or “PATCHES” mean small changes or additions to the PROGRAM provided to correct errors in a certain RELEASE of the PROGRAM

“END USER” means an entity that will use the PROJECT from LICENSEE.

“MAINTENANCE” means the standard maintenance and technical support services and includes updates; error corrections; maintenance RELEASES, BUG FIXES and PATCHES; and revised User Documentation, as applicable.

OWNERSHIP and LICENSE

  1. The LICENSOR is the author and holder of all exploitation rights to the PROGRAM. In addition, it holds other industrial property rights including, without limitation, trademark rights to the PRODUCT and/or to components of the PRODUCT.
  2. The LICENSOR shall grant the LICENSEE the non-transferable, non sub licensable, ,non-exclusive right to use the PROGRAM under the terms and conditions specified below and within the scope of the license pursuant as described in section 9 during the valid term of this license agreement. The LICENSEE shall not be granted any other kind of rights to the PROGRAM.
  3. The PROGRAM shall be comprehensively licensed for use in all PROJECTS and all USERS of the LICENSEE as described in on the license models described section 9. The right of use pursuant to section 2 shall henceforth be referred to as the LICENSE (“LICENSE”).
  4. The PROGRAM, its documentation, updates and bug-fixes shall be made available to the LICENSEE online via download from http://www.getmesh.io unless otherwise indicated by LICENSOR.
  5. The LICENSOR is not obliged to support modifications of the LICENSEE which are not part of releases of the PROGRAM.
  6. The LICENSEE shall not be authorized to grant sublicenses apart from the right to use the PROGRAM under the provisions of this agreement as an integral, non-separable part of its PROJECT. Unless otherwise set forth herein, the LICENSEE shall furthermore not be entitled to grant third parties any kind of rights to the PROGRAM.
  7. The granting of the LICENSE shall not confer any rights to the PROJECT exceeding the rights to use the PROGRAM expressly conferred by this LICENSE, and shall not give rise to any kind of legal relationship.
  8. Except for an assignment by LICENSEE to a single successor in interest, any transfer of the LICENSE to third parties by universal or singular succession shall require the prior, express and written consent of the LICENSOR. It shall not be possible to split a LICENSE or LICENSEs, not even if they have been granted for several PROJECTS.

Prohibited uses

  1. The LICENSEE is not authorized to redistribute the PROGRAM or modifications other than by including the PROGRAM or a portion thereof within its own PRODUCT or SITE, which must have substantially different functionality than the PROGRAM.
  2. The LICENSEE shall not change or remove the copyright notice from any of the files included in the PROGRAM or modifications.

Proprietary Rights

  1. The PROGRAM including all RELEASES and PATCHES shall be and remain the exclusive property of the LICENSOR. In the same way, all other rights of the LICENSOR including, without limitation, copyrights or other industrial property rights, shall not be affected by this License Purchase Agreement.
  2. The LICENSEE shall not become the proprietor of the PRODUCT and/or shall not acquire any rights to the PRODUCT and to the LICENSE MATERIAL other than those expressly conferred by this Agreement.
  3. The rights of the LICENSOR shall not refer to any content or data output produced by means of the PROGRAM. Such CONTENT may be used by the LICENSEE without any restrictions under this Agreement.

Warranty and Liability

The LICENSOR shall not assume any warranty that the Software and/or Hardware provided by LICENSOR meets all requirements of the contracting party unless this was made an express content of the contract. In addition, the LICENSOR does not warrant that the delivered software and/or hardware is suited for interoperation with other programmes of the contracting party and/or that the programmes will run without interruption or error or that all software errors were eliminated.

Warranty shall not include defects which result from layout and installation not caused by the LICENSOR, insufficient setting, non-compliance with installation requirements and terms of use, stressing beyond the performance stated by the LICENSOR, modifications in LICENSOR´s systems (hardware or software), incorrect handling and use of unsuitable software or other materials.

Indemnity and Limitation of liabilities

Unless otherwise agreed herein below, LICENSOR shall be liable for damage due to any legal reason whatsoever only if such damage was caused by grossly negligent or intentional behaviour. LICENSOR shall not be liable for loss of information or data, lost profit or any other consequential damage.

In the event of an established and proved liability of LICENSOR for whatsoever reason a claim for compensation resulting therefrom shall be limited to a maximum amount up to extent of the value of this contract per year in case of proved pecuniary losses or damage to property unless otherwise agreed below. In case of loss of or damage to data carrier material for which LICENSOR is responsible, the compensation obligation shall not include expenses for data recovery. In this case liability shall be limited to typical recovery expenses which would have been incurred if backup copies had been duly made by the LICENSEE.

Except for both parties’ breach in no event will either party’s entire liability for any damages to the other party or any other entity exceed the amount actually paid under this Agreement.

LICENSOR warrants that he holds the relevant rights to use and exploit the License Material provided that are necessary as per the contract.

LICENSOR shall, at its expense, defend, indemnify and hold harmless the LICENSEE  from and against any liabilities up to the maximum of the triple yearly value of this contract (i)in case of a proved infringement of a patent or copyright regarding the License Material or (ii) after prove by LICENSEE that the License Material contains any time bombs, viruses, worms or similar software which may cause damage to any product or data caused by any software or service supplied hereunder ;  LICENSOR shall promptly engage counsel qualified in the subject matter of such dispute upon receiving notice. In connection with the foregoing, the LICENSEE shall provide LICENSOR (a) prompt notice of such claim (but late notice shall not void LICENSOR’s obligations in this Section unless the lateness itself prejudiced LICENSOR’s ability to fulfill its obligations); (b) sole control over the defense and/or settlement of such claim (with the LICENSEE retaining the right to be represented by its own counsel if it elects, at its own expense); and (c) reasonable cooperation, at LICENSOR’s expense, with regard to such claim.

Information, Updates and Upgrades, Support

  1. The LICENSOR shall provide RELEASES and PATCHES as MAINTENANCE for bugs or errors which are qualified as such by the LICENSOR solely under the provisions of section 8 . This agreement shall not grant the LICENSEE any legal claim to be provided with individually developed RELEASES or PATCHES or other changes of the PROGRAM. The LICENSOR reserves the right to make changes, including restrictions of functionality, of the PROGRAM, etc. at any time.
  2. The LICENSOR may also suggest, for objective reasons, that the LICENSEE shall install another RELEASE or PATCH level of the PROGRAM.
  3. The LICENSOR reserves the right to change or discontinue the product at any time..
  4. Unless otherwise set forth herein or in an order instrument, the LICENSEE is not entitled to any individual technical support for the PROGRAM apart from best effort technical support via the PROGRAM’s support.

License

The LICENSE is a license with an automatic monthly renewal option. It applies only to the version of the PROGRAM available at the time of purchase and any updates obtained during this period. Therefore the License shall be valid for one full month from payment of the license fee for the PROGRAM including new RELEASES, PATCHES. If not terminated by the LICENSEE, the license will be automatically prolonged for another month. The renewal will be effected by payment of the renewal license fee. An appropriate invoice will be transmitted by the LICENSOR. If not renewed, the license shall become invalid after a full month.

License Fee

  1. The license fees shall be due for payment immediately after receiving the invoice. All prices and amounts shall be quoted and paid in U.S. Dollars stated for the selected scope of LICENSE as described on www.getmesh.io. License fees exclude installation, training or other services apart from the delivery of the PROGRAM. Unless otherwise stated, all prices are quoted excluding statutory value added tax (“VAT”).
  2. The LICENSEE has to provide the LICENSOR with billing and account information which the LICENSOR is authorized to use for issuing invoices and collect payment from the LICENSEEs for their purchases..
  3. The LICENSEE shall only be allowed to raise an objection to an invoice within thirty days starting from the day the invoice was transmitted. If the objection was not raised, the invoice is deemed accepted by the LICENSEE. 

Termination

  • In case of termination the LICENSEE agrees to immediately stop using the PROGRAM or modifications. All other regulations of this agreement survive termination.
  • END USER (customers of the LICENSEE) rights survive termination.

Confidentiality

The parties agree that any Confidential Information provided under this Agreement will be held and maintained in strict confidence and not used for any purpose except as expressly permitted herein.  Each party agrees to (i) protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information, and (ii) require its employees and others receiving Confidential Information hereunder to abide by the provisions of this Agreement.  Either party shall be entitled to injunctive relief to enjoin or restrain the unauthorized disclosure by the other party of any Confidential Information, along with all any other remedies available at law.  "Confidential Information" means the information and materials noticed or marked by LICENSOR or LICENSEE as confidential and proprietary, or which should reasonably be understood as confidential and proprietary given the nature of the information or materials, and shall include the Products.  Confidential Information does not include information that (i) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) becomes publicly known without fault of the receiving party, (iii) is independently developed by the receiving party without use of or access to the Confidential Information, (iv) is approved for release in writing by the disclosing party, (v) is disclosed without restriction by the disclosing party to a third party, or (vi) is disclosed pursuant to legal or regulatory obligations beyond the control of the disclosing and receiving parties.

Relationship of the Parties

The parties to this Agreement are independent contractors.

Miscellaneous

  1. The parties agree, that each party is allowed to name the other party as its customer (Company Name and Logo) on that party’s websites without additional approval by the other party.
  2. Both parties acknowledge that this contract is the complete and exclusive representation of the agreement between the LICENSEE and the LICENSOR. It may be altered or extended in writing expressively accepted by both parties.
  3. Austrian law to the exclusion of UN Sales Law shall apply. The place of jurisdiction shall be the court having jurisdiction over commercial matters in Vienna
  4. LICENSOR is an Austrian company subject to Austrian legislation.

Scope of license models

The SOFTWARE is only distributed covered by LICENSE models as listed and described on http://www.getmesh.io