© 2019 Centigrade GmbH

EULA

END-USER LICENSE AGREEMENT

 

 

Between

Centigrade GmbH (the “Vendor“)
Science Park 2
66123 Saarbrücken

and the legal entity employing the end-user (the „Licensee“)

 

Version: 1.1

Date: September 13th 2019


Background

Centigrade GmbH (the “Vendor”) wishes to license this software (the “Software”) to the legal entity (the “Licensee”) that employs the user of the Software to gather from him feedback and usage data while the Licensee desires to use the software license under the terms and conditions stated below. Vendor and Licensee are below called the “Parties”.

In consideration of the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

  1. License
    1. Under this Agreement, the Vendor grants to the Licensee a non-exclusive and non-transferable license (the “License”) to use the Centigrade LeanScope Educational (the “Software”).

    2. Software includes the executable computer programs and any related printed, electronic and online documentation as well as any other files that may accompany the product.

    3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software within the license period on more than one computer by one single user per license.

    4. The Software may be used on more than one computer. The creation of local downloads or other copies of the Software is prohibited.

    5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for us by one or more third parties.

    6. The Software may not be modified, reverse-engineered or de-compiled in any manner through current or future available technologies or manual acts.

    7. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

  2. Confidentiality & Non-Disclosure
    1. During the term of this Agreement and in the course of Licensee’s use of the Software hereunder, Provider may receive and otherwise be exposed to confidential and proprietary information relating to Vendor’s business, products and technologies, including but not limited to, all Deliverables, Company Materials, documents, models, prototypes, hardware, software, intellectual property, ideas, concepts, reports, research and development data and agreements, test data, legal and regulatory affairs information, financial statements and financial information and prospects, operating results, projections, ownership information, marketing strategies, pricing lists, operating data, existing and prospective customer lists, information and agreements, existing and prospective manufacturer, supplier, distributor or other third-party lists, information and agreements, employee data, agreements with third parties, the fact that the License is being rendered under this Agreement and that Vendor has been engaged by Licensee, in each case, however embodied and whether disclosed orally or in writing (collectively, “Confidential Information”). Confidential Information also includes any analyses, summaries, compilations, studies and other documents and materials developed by the Vendor and/or Vendor Personnel that, in any way, incorporates or utilizes any part of the Vendor’s Confidential Information. For the sake of clarity, Confidential Information also includes any and all information described above which Vendor obtained from a third party, and which Vendor treats as proprietary or designates as confidential, whether or not owned or developed by the Vendor.

    2. Licensee acknowledges the confidential and secret character of the Confidential Information, and agrees that the Confidential Information is the sole, exclusive and extremely valuable property of the Vendor.  Accordingly, Licensee agrees not to reproduce any of the Confidential Information without the prior written consent of the Vendor, not to use the Confidential Information except as necessary to use the Software, and not to disclose all or any part of the Confidential Information in any form to any Person, either during or after the term of this Agreement, without the prior written consent of Company. Upon request by the Vendor, Licensee agrees to cease using and to return to the Vendor all Confidential Information in Licensee’s possession or control.

    3. The obligations contained in 10 above will not apply to the extent that it can be established by Licensee beyond a reasonable doubt that such Confidential Information: (a) was generally available to the public or otherwise part of the public domain at the time of disclosure; (b) became generally available to the public or otherwise part of the public domain after Licensee’s disclosure and other than through any act or omission of Licensee; (c) was already known to Licensee, other than under an obligation of confidentiality, at the time of disclosure, as shown by Licensee’s written records; (d) was disclosed to Licensee, other than under an obligation of confidentiality, by a third party who had no obligation to the Vendor not to disclose such information to others; or (e) was developed independently by Licensee without any use of the Confidential Information, as reflected in Licensee’s written records.

    4. Further, and notwithstanding anything else to the contrary contained in this Agreement, if any Confidential Information is required to be disclosed by Licensee by law or a valid order by a court or other governmental body, such Confidential Information may be so disclosed without violation of this Agreement, provided that Licensee first provides the Vendor with prior written notice of such required disclosure in order to permit the Vendor to seek a protective order or other appropriate remedy, and provided further, that in the event that such protective order or other remedy is not obtained, Licensee agrees to furnish only that portion of the Confidential Information which it is advised by written opinion of legal counsel is legally required, and to exercise reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information.  Any Confidential Information required to be disclosed by Licensee in accordance with this paragraph shall, except as otherwise expressly set forth in this paragraph, remain subject to the terms, conditions and obligations contained in this Agreement.

  3. Restriction of Use
    1. The Licensee warrants that it is not a competitor of the Vendor (“Competitor”). The Licensee is regarded as being a Competitor if its corporate purpose comprises the provision of any User Experience-related service (“UX Service”) to stakeholders outside of the Licensee’s corporation. Affected UX Services include, but are not limited to, user research, usability inspections, usability testing, interaction design, gamification, screen design, icon design, motion design, style guide development, frontend development, look & feel development, UX design, UX management, UX strategy, UX consulting or UX advisory.

    2. If the Licensee has not been a Competitor during the initial assignment of the Agreement but plans to become a Competitor during the validity period of this Agreement, the Licensee informs the Vendor about this change of status by prior written notice.

  4. Limitation of Liability
    1. The Software is provided by the Vendor and accepted by the Licensee “as is”. As the Software is for educational purposes only, the Vendor will be free of liability to the Licensee for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

    2. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.

    3. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

  5. Warrants and Representations
    1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

  6. Acceptance
    1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon confirmation of this Agreement.

  7. User Support
    1. The license includes max. 30 minutes of technical user support per month within the license period.

  8. Termination
    1. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly refrain from using the Software in any way.

  9. Governing Law
    1. The Parties to this Agreement submit to the jurisdiction of the courts of Saarbrücken, Germany, for the enforcement of this Agreement or any arbitration award or decision from this Agreement. This Agreement will be enforced or construed according to the laws of Germany.

  10. Miscellaneous
    1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

    2. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

    3. If any term, covenant or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provisions be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will not in no way be affected, impaired or invalidated as a result.

    4. This Agreement contains the entire agreement between the Parties. All understandings have been included in this Agreement. Representations which may have been made by any Party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

    5. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.

This EULA can be found at https://edu.leanscope.io/eula

By accepting this EULA, the Licensee has duly affixed the Agreement with the Vendor.