This licence agreement is concluded between the end user and REDDOXX GmbH. It is a licence, not a purchase contract. The REDDOXX product REDDOXX, consisting of a hardware and software component, is delivered according to the following licence agreement, which defines the rights of the end customer to the product. Also regulated is the use of an internet site (hosting) made available for the use of REDDOXX. The General Terms and Conditions of REDDOXX GmbH become part of this agreement.
In view of the inconsistent use of language, the following terms are defined as follows for this agreement and the ongoing business relationship:
(1) Product is the product "REDDOXX", consisting of a hardware and software component (hereinafter: hardware and software) as well as accompanying documents and additional material (operating instructions, power connection cable).
(2) Hardware or appliance is the REDDOXX server device.
Software are the computer programmes required for the commissioning and use of the product.
Reserved goods are hardware, data carriers of the software as well as the accompanying documents and any additional material.
(3) Licensor is REDDOXX GmbH, Neue Weilheimer Str. 14, 73230 Kirchheim.
(4) End customers are consumers or entrepreneurs with whom REDDOXX enters into a business relationship and who purchase the product for their own use.
(5) Entrepreneurs (§ 14 BGB) are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of their commercial or independent professional activity.
(6) Consumers (§ 13 BGB) are natural persons with whom business relations are entered into without a commercial or self-employed professional activity being attributable to them.
This Agreement constitutes a legally binding contract between the Licensor and the end user after approval by the end user. The Software, which includes computer software and associated media and printed materials, is subject to this Agreement. It shall also apply, insofar as agreed, to updates, supplements, add-on components and components of internet-based services of the software which the Licensor provides or makes available to the end customer.
§ 3 - Scope of application
(1) This Agreement shall apply both within and outside the territory of the Federal Republic of Germany.
(2) Any terms and conditions of the end customer of the Licensor that conflict with or deviate from this Agreement shall not be recognised unless the Licensor has expressly agreed in writing to the validity of deviating agreements and terms and conditions. This Agreement shall also apply if the Licensor carries out the delivery of the Product to the Purchaser without reservation in the knowledge of conflicting terms and conditions of the end customer.
(3) Insofar as the choice of law in favour of German law (Section 20 (1) below) is opposed by mandatory foreign law outside the national territory of the Federal Republic of Germany, those regulations and legal principles shall apply which are effective there and which come closest to the provisions of this Agreement in their effect. In the event of a dispute, the competent German court shall decide.
(4) This agreement applies equally to entrepreneurs (§ 14 BGB) and consumers (§ 13 BGB), insofar as no supplementary regulations for consumers exist.
(1) In accordance with the following paragraphs, the end customer shall receive ownership of the hardware, the data carriers of the software as well as the accompanying documents and the additional material (manual, cabling, etc.) - the reserved goods - upon acquisition and full payment of the remuneration agreed for the product. With the purchase of the product, the end customer also receives a licence to use the software of the product (§ 1 para. 2), which is the subject of the following section and determines how the end customer may use the product, in particular the software, and how the Licensor's warranty for the product is structured.
(2) The Licensor retains title to the goods subject to retention of title until all claims arising from an ongoing business relationship have been settled in full. If the purchase value of the goods subject to retention of title exceeds the claims to be secured from the current business relationship by 20%, the licensor is obliged to release the goods subject to retention of title at the end customer's request.
(3) If the end customer is a consumer (Section 1 (6) of this Agreement), the Licensor shall, notwithstanding paragraph 2, retain title to the delivered parts until the purchase price has been paid in full.
(4) In the event of conduct in breach of contract, in particular in the event of default in payment, the Licensor shall be entitled, after prior notice of withdrawal, to take back the purchased item.
(5) The end customer is obliged to treat the delivered parts with care. He is further obliged to insure the delivered parts for the duration of the retention of title at his own expense against any form of loss that is reasonable and insurable according to the type and function of the delivered part at replacement value. In the event of non-insurance or underinsurance, the licensor shall remain entitled to insure the goods himself at the end customer's expense.
(1) Upon conclusion of this agreement and payment of the agreed remuneration after acquisition of the product, the end customer shall receive the non-exclusive right to use the contractually agreed number of software products for an unlimited period of time or (e.g. in the case of rental, test or similar) for a limited period of time.
(2) If the scope of use is not expressly agreed by contract, the end customer shall be granted a simple, non-exclusive right of use in perpetuity, which entitles him to use the product on one end device by one individual user at a time.
(3) Before full payment of the agreed remuneration, rights of use are always only provisional and can be disabled by means of an access block (§ 16).
(4) The right of use includes the authorisation to make backup copies to the extent necessary for use in accordance with the contract. Copyright notices in the software may not be changed or deleted. Furthermore, the end customer acquires ownership of the transmitted manuals, data carriers and copy protection mechanisms.
(5) The parties agree that the contractual software product is subject to copyright protection (international and national regulations and agreements).
(6) The copyright and all processing, reproduction and exploitation rights as well as other rights to the contractual software product as well as all illustrations, drawings, calculations and other documents shall remain with the Licensor. The end customer acknowledges the Licensor's copyrights and other industrial property rights.
(7) The end customer shall not be entitled to pass on the software product which is the subject matter of the contract to third parties, either for a fee or free of charge, permanently or for a limited period of time, without the consent of the Licensor. In particular, the Licensor shall not be obliged to offer any third parties the conclusion of maintenance contracts or to grant support and upgrade options.
(8) In addition, the Licensor shall be entitled to take appropriate technical measures to protect the end customer from use not in accordance with the contract.
(1) The rights of use of the customer to new versions and to other modifications of the software component of the product shall correspond to the rights of use to the version of the product acquired for use for the first time, subject to an amendment of the agreement on use and to further remuneration for use.
(2) Insofar as rights of use to new versions or other product modifications have been acquired under these conditions, the rights to the new versions and other product modifications shall replace the rights to the previous versions and obsolete product modifications after a reasonable transition period of generally no more than one month. The end customer may archive a copy also of the modified software.
(1) Reverse engineering (RE) refers to the process of extracting the design elements from an existing finished hardware and/or software product by examining its structures, states and behaviour with the aim of imitating the product identically or similarly and/or carrying out further development on the basis of the product.
(2) This agreement covers all forms of reverse engineering, both through general activities aimed at reverse engineering the product and through the use of special computer programs, e.g. decompilers and disassemblers.
(3) The end customer is not entitled to reverse engineer hardware and/or software in the sense described in paragraph 1. In particular, he is not entitled to make changes to the software, i.e. to edit, merge, translate, adapt or otherwise modify the programme in any way. The end customer is not entitled to decompile, disassemble or otherwise reverse engineer the software.
(4) If the end customer violates paragraph 3, it promises to pay the Licensor a sum of money as a penalty for this case (Section 339 of the German Civil Code), whereby the forfeiture of the penalty occurs with the end customer's violation of the reverse engineering prohibition according to paragraph 3 (Section 339 sentence 2 of the German Civil Code).
(5) The amount of the contractual penalty may be determined by the licensor at its reasonable discretion (Section 315 BGB), whereby the decisive factor for the manner in which the discretion is exercised is the damage incurred and still to be incurred by the licensor.
(6) The rights of the end user under the Council Directive of 14.5.1991 on the legal protection of computer programs (91/250/EEC) and the respective national provisions adopted for its implementation (in Germany: Section 69e UrhG) shall remain unaffected by paragraphs 1 to 5.
The Licensor warrants that the software components which are the subject matter of the contract together with the accessories supplied are free from third party rights (liability for defects of title). If products of third parties are the subject matter of the contract, the Licensor shall be entitled to grant rights of use. However, the third party shall not be bound in any way by this agreement.
(1) The suitability of the software component for a specific purpose is not warranted. Special features are also not warranted. Furthermore, the end customer is aware that, according to the current state of technology, software cannot be developed completely error-free.
(2) Liability for defects or deviations from the programme specification existing at the time of handover shall be assumed for the delivered software component and accessories within the statutory warranty period of 2 years from the first commissioning by the end customer; this shall also apply if the product is handed over on trial and for similar test purposes. We reserve the right to make technical or legal changes at any time. There is no entitlement to the delivery of new software versions.
(3) Unless he is a consumer, the end customer must report defects within two weeks after they become apparent. In the event of a breach of the obligation to give notice of defects, the defect in question shall be deemed to have been approved.
(4) In general, occurring defects and their symptoms shall be described as best as possible so that their reproducibility - and thus also their elimination - is made possible. Any defects shall then be remedied after corresponding notification by the user by delivery of an update/upgrade, transmission of a so-called patch or notification of a possibility to circumvent the defect. However, cancellation of the contract (withdrawal) or reduction of the remuneration (reduction) may only be demanded if it is not possible to remedy or circumvent the defect within a reasonable period of time.
(1) The warranty does not cover defects caused by non-compliance with the assumed conditions of use (hardware faults or incompatibilities) or by improper handling. The product is delivered with the current scope of performance of which the end customer has been informed. Reference is made to the possibility of a test installation.
(2) Furthermore, the Licensor does not assume any warranty for a configuration, classification and administration of the product incorrectly initiated by the end customer, which leads or can lead to malfunctions. The configuration, classification and administration of the product is the sole responsibility of the end customer.
(3) The end customer shall immediately and free of charge provide the Licensor with all necessary or relevant information, if necessary provide access to and to the devices and data in question and provide all necessary data and machine time free of charge.
If no maintenance contract exists, the invoicing of fault analyses and fault rectifications which are not subject to warranty as well as additional expenses resulting from incorrect or incomplete fault descriptions or other information is expressly reserved and will generally be carried out according to the respective valid price list of the manufacturer (can be requested from REDDOXX GmbH) per problem handling.
(1) In case of slightly negligent breaches of duty, the liability of the Licensor as well as that of his vicarious agents is limited to the foreseeable, typical, direct average damage.
(2) The Licensor and its vicarious agents shall not be liable for slightly negligent breaches of non-contractual obligations which do not jeopardise the performance of the contract.
(3) The above limitations of liability do not apply to claims of the end customer arising from product liability or warranty. Furthermore, the limitations of liability do not apply in the event of bodily injury or damage to health attributable to the Licensor or in the event of loss of life of the end customer.
(1) The Licensor shall provide an Internet page for the confirmation of unsolicited mails. Via this Internet page, the customer may, among other things, administer his Spamfinder.
(2) The Licensor shall provide the services specified in paragraph 1 with an overall availability of 98%. The availability shall be calculated on the basis of the time allotted to the respective calendar year in the contractual period.
(1) The end customer shall receive a changeable password for access to the Internet pages necessary for the operation of the product. The End Customer shall be able to configure Spamfinder with his password and shall bear sole responsibility for the configuration.
(2) The End Customer is obliged to change the password at regular intervals, but at least once a month. The password must have a minimum length of 8 characters and contain at least one letter and one number. The end customer may only pass on the password to those persons who are authorised by him to access the storage space. If the password is entered incorrectly three times in succession, access to the Internet pages necessary for the operation of the product shall be blocked to protect against misuse. The end customer shall be informed of this. He shall then be assigned a new password by the licensor.
(1) The Licensor may block access if the end customer is in arrears with payments or uses the product contrary to the contractual provisions.
(2) The Licensor may also impose an access block as soon as it becomes aware of this if the end customer violates laws, official requirements or the rights of third parties when using the product or by publishing it on Internet pages. This applies in particular to the publication of pornographic or anti-constitutional content. In the event of infringements, the end customer shall indemnify the licensor against any claims by third parties, including the costs triggered by the claim. § Section 11 of the TDG shall remain unaffected.
The end customer is responsible for the configuration. The licensor shall not be responsible for malfunctions resulting from an incorrect or incomplete configuration.
The Licensor shall be entitled to adapt the hardware and software used to provide the services to the respective state of the art. If, as a result of such adaptation, additional requirements arise in order to ensure the provision of the Licensor's services, the Licensor shall notify the end customer of these additional requirements in good time. The end customer shall decide immediately upon receipt of the notification whether the additional requirements are to be met and by when this will be done. If the end customer does not declare at the latest four weeks before the changeover date that he will adapt his technology to the additional requirements in time for the changeover, i.e. at the latest three working days before the changeover date, the licensor shall be entitled to terminate the contractual relationship with effect from the changeover date.
(1) The end customer shall ensure that programs, scripts or similar installed by him do not jeopardise the operation of the Licensor's server or communications network.
(2) The end customer shall indemnify the Licensor against any claim for the payment of costs by third parties and shall reimburse the Licensor for any costs incurred by the Licensor due to the fact that the operation of its server or its communication network has been disturbed or damaged and the cause of the disturbance and damage stems exclusively from the end customer's sphere of responsibility (use of dangerous programs, scripts or similar). including the costs triggered by the claim.
(3) If programs, scripts or similar installed by the end customer endanger or impair the operation of the server or the communication network of the licensor, the licensor may deactivate or uninstall the programs, scripts etc.. If the elimination of the danger or impairment so requires, the licensor shall also be entitled to interrupt the connection to the Internet pages. The Licensor shall inform the end customer of this measure without delay.
(1) This agreement shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of performance is 73230 Kirchheim.
(3) The place of jurisdiction for all disputes arising from this agreement is 73230 Kirchheim. However, the Licensor shall also be entitled to sue the end customer at its general place of jurisdiction or at the location of the end customer's branch office.