CRMFIRST - License Agreement CRMFIRST GmbH Westhafenplatz 1 60327 Frankfurt a.m. 6.3.2018
Content 1. License Grant 5 2. Permitted Usage 5 2.1 Installation 5 2.2 Evaluation Use 5 2.3 Internal Use 5 2.4 Backup and archival copies 5 3. Restricted Usage 6 3.1 Reverse Engineering 6 3.2 Modification 6 3.3 Distribution 6 3.4 Proprietary Notices 6 4. Term 6 5. Warranties 6 5.1 No warranty 6 5.2 Disclaimer of Warranties 6 6. Acknowledgements 7 6.1 Ownership 7 6.2 Third Party Software 7 7. Termination 7 7.1 Termination 7 7.2 Effect of Termination 7 8. Changes to Terms of Use 7 9. Indemnification 8 10. Remedies 8 10.1 Damages 8 10.2 Maximum Liability 8 11. General Provisions 9 11.1 Entire Agreement. 9 11.2 Counterparts. 9 11.3 Notices. 9 11.4 Assignment. 9 CRMFIRST - License Agreement Page 2
11.5 No Waiver of Rights. 9 11.6 Severability. 9 11.7 Law of contract and jurisdiction. 10 CRMFIRST - License Agreement Page 3
CRMFIRST - End user License Agreement This End User-License Agreement ("Agreement") for the prox Solutions (the "software") is an agreement between you ("Licensee") and CRMFIRST ("Licensor"). Other software provided by third parties and used with the software may be subject to a separate EULA. The term "software" means computer software and may include associated printed materials, media and "online" or electronic documentation. An amendment or addendum to this EULA may accompany the Product. Please read this agreement carefully. It contains important terms that affect Licensee and their use of the software. By installing, copying or using the software or by clicking "I accept", Licensee agrees to be bound by the terms of this agreement including the disclaimers contained herein. If you do not agree to these terms, do not install, copy, or use the software. CRMFIRST - License Agreement Page 4
1. License Grant Licensor grants Licensee a non-exclusive, non-transferable license to use the software, subject to the terms and conditions in this Agreement. 2. Permitted Usage 2.1 Installation Licensee may install and use the number of copies of the software that Licensee has purchased or been granted a license. 2.2 Evaluation Use If Licensee has ordered an evaluation license, Licensee may use the software only for evaluation purposes and only during the applicable evaluation period. Any other use of the software or beyond the applicable evaluation period is strictly prohibited. Upon completion of the evaluation period, the software needs to be removed from the system(s). 2.3 Internal Use Licensee may install a copy of the software on its computer for its own internal purposes. 2.4 Backup and archival copies Licensee may make one copy of the software solely for backup or archival purposes. CRMFIRST - License Agreement Page 5
3. Restricted Usage 3.1 Reverse Engineering Licensee may not reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the software. 3.2 Modification Licensee may not modify, alter or create any derivative works of the software. 3.3 Distribution Licensee may not distribute, license, loan or sell the software or other content contained or displayed in the software. 3.4 Proprietary Notices Licensee may not remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the software. 4. Term This License Agreement is effective upon signature, installation or usage and until terminated. 5. Warranties 5.1 No warranty The software is provided "as is" with all faults, defects and errors, and without warranty of any kind. Licensor does not warrant that the software will be free of bugs, errors, viruses or other defects, and Licensor shall have no liability of any kind for the use of or inability to use the software, the software content or any associated service. 5.2 Disclaimer of Warranties Licensor disclaims all other warranties, express, implied, arising by law or otherwise, regarding the software, the software content and their respective performance or suitability for your intended use, including CRMFIRST - License Agreement Page 6
without limitation any implied warranty of merchantability, fitness for a particular purpose, system integration or non-infringement. 6. Acknowledgements 6.1 Ownership Licensor or its suppliers own the title, copyright, and other intellectual property rights in the software. 6.2 Third Party Software The software may from time to time contain third party software, which requires notices and/or additional terms and conditions. 7. Termination 7.1 Termination Licensor may terminate this Agreement at any time for any reason or for no reason immediately upon notice. 7.2 Effect of Termination In the event of the termination of this Agreement for any reason: (a) the license granted to Licensee in this Agreement will terminate; and (b) Licensee shall cease all use of the software and destroy or erase all copies of the software in licensee's possession or control. 8. Changes to Terms of Use The Licensor reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Agreement, in whole or in part. Your continued use of the Product after any changes to the Agreement are posted will be considered acceptance of those changes. CRMFIRST - License Agreement Page 7
9. Indemnification Licensee agrees to defend, indemnify, and hold harmless Licensor from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of Licensee's use of the software or breach of this Agreement. 10. Remedies 10.1 Damages In no event will Licensor be liable for any loss of profits, revenue or product use, or loss or inaccuracy of data or any direct, indirect, consequential, incidental, special, exemplary, or punitive damages whatsoever arising from or relating to the software, the software content or this agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Licensor has been advised of the possibility of such damages. Nothing in this Agreement shall operate to exclude or restrict either Party's liability for death or personal injury arising from that Party's negligence or any other liability due to that Party's fraud or any other liability which it is not permitted to exclude or limit as a matter of law. 10.2 Maximum Liability In no event will the total liability of Licensor to Licensee in respect of all claims by Licensee under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise exceed fifteen thousand Euro ( 15,000). CRMFIRST - License Agreement Page 8
11. General Provisions 11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, should there not be prior agreements, representations or other contracts of the Parties in written format. 11.2 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which, taken together, will constitute one and the same agreement. 11.3 Notices. All notices permitted or required under this Agreement will be in writing and will be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the Party specified in this Agreement or such other address as either Party may specify in writing. Such notice will be deemed to have been given upon receipt. 11.4 Assignment. This Agreement cannot not be assigned by either Party without the prior written consent of the other Party. 11.5 No Waiver of Rights. A failure or delay in exercising any right, power or privilege will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 11.6 Severability. In the event a court of law finds any provision of this Agreement void and unenforceable, the remaining provisions shall remain in full force and effect. CRMFIRST - License Agreement Page 9
11.7 Law of contract and jurisdiction. This Agreement shall be governed by and construed according to the laws of Germany without regard to conflicts of law principles and the Parties hereby submit to the exclusive jurisdiction of the German-speaking competent courts in Frankfurt/Main. CRMFIRST - License Agreement Page 10