Mahr Software
End User License Agreement (EULA)


Table of contents
Preamble
1.	Subject matter and commencement of the contract
2.	Granting of rights
3.	Multiple use
4.	Reverse engineering and program changes
5.	Warranty
6.	Liability
7.	Force majeure
8.	Liability for the infringement of third-party property rights and copyrights
9.	Security measures, audit law
10.	Further obligations of the customer
11.	Confidentiality
12.	Data collection and utilization
13.	Export control
14.	Miscellaneous
15.	Law, place of fulfillment and jurisdiction


Preamble
The customer purchases standard software from Mahr GmbH in order to use it for metrological applications with the help of customer's software users. The software is used in particular for analyzing measurement data and/or using measuring devices to record measurement data and/or data communication and data exchange.


1. Subject matter and commencement of the contract
(1) The subject matter of this contract is the permanent provision of the computer program in object code including the associated user documentation ("Contractual Software") and the granting of the rights of use described in this contract in accordance with the underlying order confirmation.
(2) Mahr GmbH shall provide the customer with a copy of the contractual software and a version of the associated user documentation. If the delivery is made by way of download, Mahr GmbH shall make the contractual software and the user documentation available to the customer for download on its website. Mahr GmbH shall provide the customer with the user name and the corresponding password ("access data") for logging into the protected area of its website. In the event that the contractual software is protected by means of a license key, the customer shall receive the license key exclusively for the use of the contractual software as specified in this contract and the user documentation.
(3) The contractual relationship begins as soon as the customer starts using the software and agrees to the contractual terms and conditions.
(4) The quality of the contractual software is conclusively determined by the user documentation valid at the time the order is placed. The information contained therein is to be understood as a description of performance and not as a guarantee. A guarantee shall only be granted if it has been expressly designated as such.
(5) Installation and configuration services are not covered by this contract.


2. Granting of rights
(1) Upon full payment of the fee in accordance with the order on which this contract is based, the customer shall receive a simple right, unlimited in time, to use the contractual software to the extent granted in this contract. Prior to full payment of the fee, all copies of the contractual software and data carriers as well as the user documentation provided shall be subject to retention of title.
(2) The customer is authorized to make a backup copy if this is necessary to secure future use. The customer shall label the backup copy made with the note "backup copy" as well as a copyright notice of the manufacturer in an obvious and unalterable manner.
(3) The customer is authorized to permanently transfer the purchased copy of the contractual software to a third party, provided that this does not conflict with any other legal provisions, compliance with which is the responsibility of the customer. In this case, the customer shall cease using the program completely, remove all installed copies of the program from his computers and delete all copies on other data carriers or hand them over to Mahr GmbH, unless he is legally obliged to retain them for a longer period. At the request of Mahr GmbH, the customer shall confirm to Mahr GmbH in writing that the aforementioned measures have been carried out in full or, if necessary, explain the reasons for longer storage. Furthermore, the customer shall expressly agree with the third party to observe the scope of the granting of rights in accordance with this contract. The splitting of purchased license volume packages is not permitted.
(4) If the customer uses the contractual software to an extent that exceeds the acquired rights of use qualitatively (with regard to the type of use permitted) or quantitatively (with regard to the number of licenses acquired), the customer shall immediately acquire the rights of use necessary for the permitted use. If he fails to do so, Mahr GmbH may assert the rights to which it is entitled.
(5) Copyright notices, serial numbers and other features serving to identify the program may not be removed or altered from the contractual software.


3. Multiple use
(1) The contractual software may only be used simultaneously by a maximum number of natural persons corresponding to the number of licenses purchased by the customer. The authorized use includes the installation of the contractual software, loading into the working memory, and the intended use by the customer. The number of licenses and the type and scope of use are otherwise determined by the license certificate. Under no circumstances shall the customer have the right to lease or otherwise sub-license the purchased contractual software, to reproduce it or make it accessible to the public by wire or wireless means, or to make it available to third parties against payment or free of charge, e.g., by way of application service providing or as "softwareasaservice". Paragraph(4) remains unaffected.
(2) Multiple use of the software is possible depending on the type of license. Only in an emergency may the customer use the software on alternative devices of the same type.
(3) Multiple use of the software product requires the purchase of multiple licenses.
(4) If the customer wishes to continue using the software product that has been replaced by an update or upgrade in parallel with the current software product, he shall require the prior consent of Mahr GmbH, unless this results from the licenses purchased.


4. Reverse engineering and program changes
(1) Pursuant to 69e of the German Copyright Act (UrhG), the customer shall only be entitled to decompile and reproduce the contractual software if this is provided for by law or is necessary in order to rectify errors or maintain the interoperability of the contractual software with other programs. However, this shall only apply on condition that Mahr GmbH has not made the necessary information available to the customer on request within a reasonable period of time. Furthermore, the customer may only carry out decompilation to the extent necessary for the correction and, if applicable, in compliance with the conditions contractually agreed with Mahr GmbH for this program.
(2) The prerequisite with regard to error correction is that this is done exclusively for the purpose of correcting errors that impair the functioning of the software.
(3) A further prerequisite for approval of reverse engineering is that the reverse engineering or program monitoring is carried out exclusively by means of procedures which the customer is authorized to carry out in accordance with this license agreement. In particular, the program code may under no circumstances be printed out using a printer.


5. Warranty
(1) Mahr GmbH warrants the agreed quality and that the customer can use the contractual software free of defects of title. The warranty for material defects does not apply 
* to defects which are based on the fact that the contractual software is used in a hardware and software environment that does not correspond to the purpose on which the order is based;
* in cases in which the intended use is not possible due to the failure to implement or incorrect implementation of instructions for use by the customer;
* for changes and modifications that the customer has made to the software without being authorized to do so by law, this contract or on the basis of prior written consent from Mahr GmbH.
(2) The customer must check the contractual software for obvious defects immediately upon receipt and notify Mahr GmbH of these immediately if they are present, otherwise a warranty for these defects is excluded. The same shall apply if such a defect becomes apparent at a later date. 377 of the German Commercial Code (HGB) shall apply.
(3) In the event of a material defect, Mahr GmbH shall initially be entitled to subsequent fulfillment, i.e., at its own discretion, to remedy the defect ("rectification") or make a replacement delivery. As part of the replacement delivery, the customer shall accept a new version of the software, if necessary, unless this leads to unreasonable impairments. In the event of defects of title, Mahr GmbH shall, at its own discretion, provide the customer with a legally flawless opportunity to use the contractual software, or modify it in such a way that it no longer infringes the rights of third parties.
(4) Mahr GmbH is authorized to provide the warranty on the customer's premises. Mahr GmbH shall also fulfill its obligation to rectify defects by making updates with an automatic installation routine available for download on its website and offering the customer telephone support to solve any installation problems that may arise.
(5) The customer's right to reduce the purchase price or withdraw from the contract at his discretion in the event of two unsuccessful attempts to rectify or replace the goods remains unaffected. There is no right of cancellation in the case of insignificant defects. If the customer claims damages or compensation for futile expenses, Mahr GmbH shall be liable in accordance with Section6. of this contract.
(6) With the exception of claims for damages, warranty claims due to material defects shall become time-barred after one year. In the case of sale on a data carrier, the limitation period begins with the delivery of the contractual software; in the case of sale by download from the Internet, after notification and activation of the access data for the download area. Section6. of this contract applies to claims for damages and claims for compensation for wasted expenditure.
(7) If a maintenance contract exists between the parties, the period for remedying defects shall be based on the periods specified in this maintenance contract.


6. Liability
(1) Mahr GmbH shall be liable without limitation for damages caused by Mahr GmbH, its legal representatives or vicarious agents, which are not caused to the software product or not to the hardware and the connected device exclusively in the following cases, irrespective of the respective legal grounds
- in the event of willful or grossly negligent misconduct 
- for injury to life, limb or health, 
- in accordance with the provisions of the Product Liability Act and 
- to the extent of a guarantee assumed by Mahr GmbH.
(2) In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the liability of Mahr GmbH shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
(3) Liability for data loss shall be limited to the typical recovery costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved, for the creation of which the customer himself is responsible. Mahr GmbH shall not be liable for any damage caused by the customer interrupting or discontinuing the use of the programs.
(4) Mahr GmbH's liability shall also be limited to damage caused by the software in the valid and unmodified original version or released updates and upgrades. Mahr GmbH shall only be liable for direct damage caused by outdated, modified or edited versions of the software if the customer proves that the damage would also have occurred if the valid and unmodified original version of the software had been used.
(5) According to the current state of technology, data communication via the Internet cannot be guaranteed to be error-free and/or available at all times. In this respect, Mahr GmbH is not liable for constant and uninterrupted availability. The website is accessed exclusively via the Internet. The place of data transmission is the interface between Mahr GmbH's server and the Internet. Mahr GmbH's responsibility for data transmission ends there. Maintenance work, and in individual cases server shutdowns or restarts, are necessary to maintain the website. There may therefore be rare, temporary service restrictions. This also applies to service restrictions of other origins that Mahr GmbH cannot influence (e.g., disruption of public communication networks, power failures, denial of service attacks, strikes).
(6) Insofar as employees of Mahr GmbH provide general technical information, advice or a recommendation without Mahr GmbH being contractually obligated to do so, Mahr GmbH shall not be obliged to compensate for the damage resulting from following the advice or recommendation, irrespective of the responsibility arising from a contractual relationship separate from the pure purchase contract, a tortious act or any other statutory provision.
(7) Mahr GmbH shall have no further liability. In particular, Mahr GmbH shall not be liable for any further obligations that the customer has entered into with third parties.
(8) The above limitation of liability also applies to the personal liability of employees, representatives and organs of Mahr GmbH.


7. Force majeure
Events of force majeure, which make performance significantly more difficult or impossible for Mahr GmbH, shall entitle Mahr GmbH to postpone the fulfillment of its obligation for the duration of the hindrance and for a reasonable start-up period. Strikes and similar circumstances directly or indirectly affecting Mahr GmbH shall be deemed equivalent to force majeure.


8. Liability for the infringement of third-party property rights and copyrights
(1) If a third party asserts claims against the customer for infringement of an industrial property right or copyright because the customer uses a software revision, firmware supplement or associated documentation supplied by Mahr GmbH, Mahr GmbH shall be obliged to pay any costs and damages awarded to the owner of the property right by a court or awarded by Mahr GmbH with prior consent. This is subject to the condition that the customer informs Mahr GmbH immediately in writing of such claims, and that Mahr GmbH reserves the right to all defense measures and out-of-court settlements. The customer is obliged to support Mahr GmbH in the defense to the best of its ability. Under these conditions, Mahr GmbH will generally procure the right for the customer to continue using the software, firmware supplement or documentation. If this is not possible under economically reasonable conditions, Mahr GmbH is obliged, at its own discretion and at its own expense, either to modify or replace the item in question in such a way that the property right is not infringed, or to take back the item and refund the remuneration paid for it less an amount taking into account the benefits derived.
(2) The obligations listed in the preceding paragraph shall not apply if infringements of property rights are caused by the fact that the supplied software or updates, firmware supplements or documentation are not used in the intended manner or are not used on a specific system including peripheral devices.


9. Security measures, audit law
(1) The customer shall take suitable measures to protect the contractual software and, where applicable, the access data for online access from access by unauthorized third parties. In particular, all copies of the contractual software and the access data must be stored in a protected location.
(2) At the request of Mahr GmbH, the customer shall enable Mahr GmbH to check the proper use of the contractual software, in particular whether the customer is using the program qualitatively and quantitatively within the scope of the licenses purchased by him. For this purpose, the customer shall provide Mahr GmbH with information, grant access to relevant documents and records, and enable an audit of the hardware and software environment used by Mahr GmbH or an auditing company named by Mahr GmbH and acceptable to the buyer. Mahr GmbH may carry out the audit on the customer's premises during the customer's regular business hours or have it carried out by third parties bound to secrecy. Mahr GmbH shall ensure that the customer's business operations are disturbed as little as possible by this on-site activity. If the inspection reveals that the number of licenses purchased has been exceeded by more than 5% (five percent) or that the software is being used in any other way not in accordance with the contract, the buyer shall bear the costs of the inspection, otherwise the costs shall be borne by Mahr GmbH. All other rights are reserved.


10. Further obligations of the customer
(1) The customer is obliged to prevent third parties from accessing the software and documentation by taking suitable technical and organizational measures. In particular, the customer shall instruct his employees to prevent third parties from accessing the software.
(2) If an employee of the customer infringes the copyright or grants unauthorized third parties access to the software, the customer is obliged to participate in the clarification of the infringement and to inform Mahr GmbH about the handling of this infringement.


11. Confidentiality
(1) "Confidential information" is all information and documents that are labeled as confidential or are to be regarded as confidential due to the circumstances, in particular information about products including object codes, documentation and other documents, operational processes, business relationships and know-how.
(2) Confidential information must be kept strictly and absolutely secret and protected by appropriate technical and organizational precautions.
(3) The confidentiality obligation in Paragraph(2) shall not apply to confidential information 
* which was demonstrably already known at the time the contract was concluded or which subsequently become known from a third party without violating a confidentiality agreement, statutory provisions or official orders;
* which was publicly known at the time of conclusion of the contract or was made public thereafter, insofar as this is not based on a breach of this contract;
* which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, such an obligation to disclose must be notified immediately.
(4) Access to confidential information shall only be granted to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this contract. Furthermore, confidential information shall only be disclosed to those employees who need to know it, and these employees shall also be obliged to maintain confidentiality to the extent permitted by labor law for the period after their departure.
(5) In the event of loss, in particular theft, of the software product, the customer is obliged to notify Mahr GmbH of the loss without delay.


12. Data collection and utilization
(1) Upon installation of the software product, depending on the software product, diagnostic information and technical, usage-relevant and associated information, including unique system and hardware identifiers, as well as information about the system software, software license and modules used and all devices and communications controlled by the software (collectively referred to as "systemic data") are recorded locally on the customer's computer, or the technical prerequisite for the recording of the aforementioned information is prepared by the customer, if necessary; a detailed overview of the recorded data can be viewed on the website specified in each case or in the respective software product. Depending on the application and configuration, this data can also be stored locally in the network or on servers located in the network in order to enable further products or services of Mahr GmbH.
(2) Mahr GmbH is authorized to use this systemic data for diagnostic purposes or for licensor services and to record the data, provided that it is collected and stored for the purposes described above in a form that does not allow any conclusions to be drawn about individuals.
(3) The customer agrees to an evaluation of user behavior in anonymized form by Mahr GmbH for the purpose of improving and further developing its products.


13. Export control
(1) The parties are aware that the contractual software may be subject to export and import restrictions. In particular, there may be authorization requirements or the use of the software or associated technologies abroad may be subject to restrictions. The buyer shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The fulfillment of the contract by Mahr GmbH is subject to the proviso that there are no obstacles to fulfillment due to national and international regulations of export and import law and no other statutory regulations.
(2) In particular, the customer confirms that he will not provide the software or any associated technology or documentation or parts thereof, neither directly nor indirectly, to sanctioned countries or to sanctioned natural or legal persons in breach of the aforementioned provisions.
(3) The customer assures Mahr GmbH that he will not use the software or any associated technology or documentation or parts thereof in violation of the aforementioned applicable laws or regulations. Furthermore, the customer undertakes to indemnify and hold Mahr GmbH harmless from all claims resulting from non-compliance with the aforementioned applicable provisions.


14. Miscellaneous
(1) The customer may only transfer claims against Mahr GmbH to third parties with the written consent of Mahr GmbH. Section2. Paragraph(4) of this contract remains unaffected by this.
(2) The customer may only offset undisputed or legally established claims.
(3) Amendments and additions to this contract must be made in text form. This also applies to the amendment or cancellation of this clause.
(4) If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby rejected; they shall only become part of the contract if Mahr GmbH has expressly agreed to them. Deviations shall only be effective if they have been expressly agreed in writing.
(5) Should individual provisions of this contract be invalid or contradict the statutory provisions, this shall not affect the remainder of the contract. The invalid provision shall be replaced by the contracting parties by mutual agreement with a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.
(6) All annexes mentioned in this contract are a binding part of the contract.


15. Law, place of fulfillment and jurisdiction
(1) The law of the Federal Republic of Germany shall apply excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the country in which the customer has his habitual residence remain unaffected.
(2) The place of fulfillment and jurisdiction for all disputes arising from the business relationship which cannot be settled amicably is Gttingen, unless another place of jurisdiction is prescribed by law.
