This is a legal agreement ("Agreement") between you („Licensee“ or "you", either an individual or a single entity, having a specified place of business or residence (“authorized site”) and Algorithmic Solutions Software GmbH („AlgoSol“).
Please read the following Agreement carefully.
By downloading or installing the LEDA Numbers package you indicate that you have read and accept the provisions of the Agreement and that you agree to be bound by all terms and conditions set forth herein. If you do not agree to the terms of this Agreement, decline where indicated, and do not download, install, copy or otherwise use the Software.
1. Copyright & Title To The Software
LEDA Numbers, including but not limited to the code, sample programs, any associated files and documentations (the "Software"), is owned by AlgoSol and is protected by copyright laws. The Software and all copies thereof are proprietary to AlgoSol and title thereto remains in AlgoSol, at all times.
The Software is licensed to you, not sold.
2. Development License
The Development License gives Licensee the right to use the Software as object code (Linux, MS Windows, and Mac OS X platform). Licensee can install and use the Software on an arbitrary number of machines operated by the Licensee at his authorized site.
Licensee may not sell, rent, loan or otherwise encumber or transfer the Software in whole or in part, to a third party. Licensee is explicitly prohibited from distributing the Software, in whole or in part, to any third party, except as object code linked to programs created using the Software.
The license allows Licensee to use, translate, modify, create derivative works, and distribute such object code and programs. Licensee owns all rights to programs created using the Software, and Licensee owes no fee for users of this Software and owes no royalties for selling such programs.
Licensee is not allowed to wrap the data types and algorithms of the Software in a way that allows his/her customers to use the functionality of the Software for software development.
Effective date of a Development License is receipt of the license price.
3. Limited Warranty and Liability
AlgoSol warrants for a period of ninety (90) days from the date of delivery that
- the Software will perform in substantial conformance with the documentation supplied with the Software,
- the physical media on which the Software is furnished will be free from defects in materials and workmanship.
AlgoSol makes no other warranties, either Express or Implied, regarding the Software, including but not limited to its merchantability or its fitness for any particular purpose.
The Licensee takes note of the fact that the Software is neither developed nor intended for high risk activities such as in the operation of nuclear facilities, aircraft navigation, traffic control, direct life support machines, or weapon systems, in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage. Any liability therefore is excluded.
To the maximum extent permitted by law AlgoSol excludes any liability for any damages, including but not limited to any loss of revenue, profit, or data, however caused, directly or indirectly, by the Software or by this Agreement.
4. Maintenance and Support
AlgoSol is not obliged to provide maintenance and support to the Licensee unless the Licensee licenses the Software with the additional LEDA Numbers Support Services option. Support term is 1 year, the support can be renewed at the end of the term.
AlgoSol may terminate the support at any time for reasons including circumstances where the Software has become obsolete or has been modified, or where a third party maintainer has ceased to provide the necessary services, or if the Licensee fails to supply AlgoSol full and accurate information required for rendering support services.
No distribution is to be made of the Software by the Licensee. The Licensee may make copies of the Software for backup purpose only.
Please see AlgoSol Sales & Delivery Terms.
7. Payment Terms
Please see AlgoSol Sales & Delivery Terms.
8. Intellectual Property / No Infringement
AlgoSol warrants it has the right and authority to license the Software to the Licensee in accordance with the terms herein. AlgoSol has full power and authority to grant the Licensee the rights granted herein. AlgoSol warrants that the performance of the terms herein and of AlgoSol‘ duties to the Licensee hereunder will not breach any separate agreement or arrangement by which AlgoSol is bound. AlgoSol warrants that the Software delivered to the Licensee hereunder do not violate or infringe any patent, copyright, trade secret or other proprietary right of any third party, and that AlgoSol is not aware of any facts upon which such a claim for infringement could be based.
If the Licensee fails to comply with any term of this Agreement, this Agreement is terminated and the Licensee has no further right to use the Software. On termination, the Licensee shall have no claim on or arising from the Software. The Software and any copies shall be destroyed.
10. Applicable Law and Court of Jurisdiction
This Agreement is made and shall be construed in accordance with the laws of Germany. Court of Jurisdiction is Saarbrücken, Germany.
11. Construction Clause
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
12. Entire Agreement
This Agreement constitutes the entire license agreement between the Licensee and AlgoSol. It replaces all other representations. All modifications or extensions of this Agreement need to be put down in writing. Licensee shall not be entitled to assign any rights under this agreement to any third party without AlgoSol's prior written consent.
November 3, 2014
Algorithmic Solutions Software GmbH