CEACT Software EULA
SevenCs GmbH End User License Agreement(SevenCs EULA)
“CEACT”, “CEACT Classic”, and “CEACT Light” – Channel ECDIS and Course Trajectory Software for Inland Navigation
The provisions of this EULA (the Agreement) apply to the use of above-mentioned CEACT software product manufactured by SevenCs GmbH (the Software) and (i) distributed by CEACT Inc. a trading partner of SevenCs (the Partner) to its customer (the Customer); or (ii) provided to the Customer by the Partner or directly by SevenCs in the form of updates, upgrades or in whatever form as part of support services of SevenCs provided either by the Partner or directly by SevenCs.
1. END USER LICENSE
1.1 SevenCs directly, or through the Partner, grants to the Customer the non-exclusive, right to use the Software supplied by the Partner or directly by SevenCs in the object code form on a single computer for as long as the Customer pays the license fee agreed with Partner. The Software is in use on a computer within the meaning of the previous sentence when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g. hard disk, CD ROM, or other storage devices) of that computer.
1.2 The Customer may only use the Software for its own purposes and its own operation. The Customer may not sub-license, rent, lease or lend the Software to a third party, or make it available to third parties in way allowing the third party to use the software for its own or the purposes of a another person.
1.3 The Customer is not entitled to modify, reverse engineer, de-compile, disassemble, or derive source code form the Software except to the extent permitted by law.
1.4 The Customer may not transfer its right to use the Software to any third party.
2. DONGLE PROTECTION
The Customer acknowledges and agrees that the Software can only be used with and requires the use of, hardware or software components (the Dongle), which ensure that the Software can only be used after registration at SevenCs and with the hardware or system on which it has been initially installed.
3. INTELLECTUAL PROPERTY RIGHTS OF SEVENCS
3.1 SevenCs retains all proprietary and intellectual property rights, especially title and copyrights, to the Software and the accompanying materials (e.g. documentations, instructions and manuals) provided to the Customer.
3.2 The Software and accompanying materials are protected by copyrights. The Customer shall neither remove any existing identity, copyright or other identification marks, nor shall the Customer disable any display thereof.
3.3 The Customer shall not be entitled to alter, to extend, to modify or to adapt the Software and accompanying materials in any form whatsoever. Furthermore, the Customer shall neither be entitled to print out the program code or data – unless data printouts are designated by the Agreement – or to decompile program or data code into any other code, nor shall the Customer be entitled to reverse-engineer the Software.
3.4 The Customer shall neither be entitled to sell, to grant license or sublicense to or to hire or lend out the Software and accompanying materials, nor shall the Customer be entitled to affect SevenCs' rights concerning the Software and the accompanying materials in any other way or by any other means without SevenCs' prior written approval.
3.5 The Customer shall be entitled to copy the provided Software only, if such copy is necessary for the use of the Software. A copy which shall be deemed to be necessary for the use of the Software shall be the installation to the deployed mass storage and its download to RAM. Furthermore, the Customer may make one backup copy for the purpose of archival storage.
3.6 In the event that the Customer changes the hardware, the software shall be deleted irrevocably from the old hardware. The Customer shall not be entitled to download, to store or to use the Software simultaneously on more than one hardware system, especially, but not limited to, deploying it into a network area or a multicomputer workstation environment.
3.7 Upon termination of the Agreement, the Customer shall cease to use the Software and its accompanying materials and shall return, free of charge, the Software, the provided data carriers and accompanying materials. Furthermore, the Customer shall delete irrevocably any and all copies of the Software (including the back-up copy referred to in clause 3.5 above) and the accompanying materials.
4. THIRD PARTY SOFTWARE
Customer acknowledges and agrees that the Software may embed, invoke or otherwise use, or require the use of, the third party software, for which SevenCs does not hold or provide any licenses. The Software may also invoke software or software components embedded in operating systems such as Windows 2000 / XP / Vista, LINUX or others. Customer acknowledges and agrees that the provisions of this Agreement do not apply to such third party software components. Instead, the use of such software components will be subject to the relevant manufacturer’s End User License Agreements provided with the relevant operating system.
SevenCs may only terminate this Agreement for good cause if the Customer does not renew their annual license with the Partner or is in material breach with the conditions of this Agreement and subject to the statutory provisions. Any termination rights of the Partner shall remain unaffected.
6. GENERAL LIMITATION OF LIABILITY
6.1 SevenCs’ liability for all claims for damages or reimbursement of expenses asserted against SevenCs, irrespective of the legal grounds of such damage claims, shall be limited pursuant to the provisions of this clause.
6.2 In the event of slight negligence, SevenCs shall only be liable, if it fails to meet material contractual duties endangering the purpose of this Agreement. Any other liability for slight negligence shall be excluded.
6.3 In the event of liability pursuant to clause 6.2, in the event of gross negligence and in the event of strict liability, SevenCs shall only be liable for the typically foreseeable damage or loss, but exclusive of useless expenses incurred by the Customer.
6.4 None of the provisions in this clause 6 shall affect SevenCs’ liability (i) pursuant to the German Product Liability Act (Produkthaftungsgesetz), (ii) for injuries to a person’s life, body or health, (iii) for express quality guarantees (Beschaffenheitsgarantie) or (iv) for fraud.
6.5 Any limitation or exclusion of SevenCs' liability shall also apply to the same extent with respect to SevenCs' corporate bodies, legal representatives, executive and non-executive staff and other vicarious agents (Erfüllungsgehilfen).
Should individual provisions of this Agreement be or become legally ineffective or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. The same applies if this Agreement contains a gap. The Parties shall use their reasonable best efforts to agree that the ineffective or unenforceable provisions shall be replaced, and such gap be filled, by an appropriate provision which, to the extent legally possible, comes as close as possible to what parties concluding this Agreement would have intended had they been aware of such issue at the conclusion of this Agreement.
7.2 Assignment of Rights
Customer may not assign its rights and claims under this Agreement to any third party unless SevenCs has given its prior approval in writing.
7.3 Place of Performance
Place of performance for all obligations under this Agreement shall be the place of business of SevenCs.
7.4 Legal Venue
For any and all disputes arising out of or in connection with this Agreement, the courts at SevenCs’ place of business shall have jurisdiction. SevenCs, however, shall be entitled to institute legal proceedings against the Customer at its residence.
7.5 Applicable Law
The laws of the Federal Republic of Germany shall apply to this Agreement, without regard to the conflict of law rules of the Federal Republic of Germany. The United Nations Convention on the International Sale of Goods (CISG) shall be excluded.
Version: September 2010