Software license agreement for ClipBird

Plea­se read this Soft­ware Licen­se Agree­ment (“Agree­ment”) care­ful­ly befo­re purcha­sing, instal­ling, and using the Soft­ware on your com­pu­ter. By using the Soft­ware, you express­ly agree to the fol­lowing licen­se terms.

§ 1 Subject matter of the contract, scope of application

  1. Indi­go­bird, Wet­tin­gen (“Licen­sor”) shall pro­vi­de the Cus­to­mer (“Licen­see”) with Soft­ware (Clip­Bird) for use in accordance with this Agree­ment in exchan­ge for pay­ment of a fee (“Licen­se Fee”). All other rights to the Soft­ware shall remain in full with the Licen­sor.
  2. By down­loading and/or instal­ling and/or using the Soft­ware, the User/Buyer (Licen­see) agrees to the terms of this Soft­ware Licen­se Agree­ment and the Gene­ral Terms and Con­di­ti­ons and accepts them without limi­ta­ti­on. This Soft­ware Licen­se Agree­ment is a legal agree­ment bet­ween the user/buyer (as a natu­ral or legal per­son, licen­see) and Indi­go­bird (licen­sor), the manu­fac­tu­rer of the Soft­ware.

§ 2 Copyright

  1. The soft­ware is pro­tec­ted by copy­right in accordance with the pro­vi­si­ons on the pro­tec­tion of com­pu­ter pro­grams. The buy­er express­ly ack­now­led­ges the above-mentioned pro­tec­tion. The copy­right covers in par­ti­cu­lar the pro­gram code, the docu­men­ta­ti­on, the appearan­ce of the soft­ware, the design of the user inter­face and the input and out­put masks and prin­touts, con­tent, struc­tu­re and orga­niz­a­ti­on of the pro­gram files, the pro­gram name, logos and other forms of repre­sen­ta­ti­on wit­hin the soft­ware. All rights resul­ting from the copy­right are enti­t­led to the licen­ser as manu­fac­tu­rer.
  2. Any unaut­ho­ri­zed repro­duc­tion, use, trans­mis­si­on, modi­fi­ca­ti­on or repro­duc­tion of the con­tents of the soft­ware is pro­hi­bi­ted. A use, also of parts, out­side of this licen­se agree­ment and the usual­ly inten­ded pur­po­se of the soft­ware is express­ly not per­mit­ted. The soft­ware is to be trea­ted like any other copy­righ­ted mate­ri­al. Other parts of the soft­ware, e.g. inclu­ded designs, tem­pla­tes, tem­pla­tes may only be used in con­junc­tion with the soft­ware and are also sub­ject to the­se pro­vi­si­ons.
  3. If tra­de secrets are dis­c­lo­sed to the licen­see during the use of his licen­se, he under­ta­kes to main­tain the­se secrets for an unli­mi­ted peri­od of time. In par­ti­cu­lar, the licen­see under­ta­kes to keep soft­ware and docu­men­ta­ti­on secret and not to dis­c­lo­se them to third par­ties, eit­her in who­le or in part, or to pass them on to third par­ties.
  4. Copy­right noti­ces, seri­al num­bers and other fea­tures ser­ving to iden­ti­fy the pro­gram may under no cir­cum­s­tan­ces be remo­ved or chan­ged.
  5. For each case of vio­la­ti­on of one of the pro­vi­si­ons regu­la­ted in para­graphs 2 and 3, the licen­see pro­mi­ses the licen­sor a con­trac­tu­al penal­ty of EUR 10,000 (CHF 12,000), exclu­ding the plea of a con­ti­nua­tion con­nec­tion. In addi­ti­on, the Licen­sor is enti­t­led to ter­mi­na­te this Licen­se Agree­ment for good cau­se if the Licen­see serious­ly dis­re­gards its copy­rights to the Soft­ware. Upon rece­i­pt of the ter­mi­na­ti­on, all rights of use of the user expi­re. The soft­ware must be retur­ned and all exis­ting copies of the soft­ware must be des­troy­ed.

§ 3 Rights of Use and License Fees

The fol­lowing agree­ments shall app­ly to the gran­ting of rights of use to the soft­ware:

a) Scope of the licence

  1. With the com­ple­te and uncon­di­tio­nal pay­ment of the licen­se fee, the licen­see recei­ves a simp­le, non-exclusive right to use the soft­ware and the asso­cia­ted docu­men­ta­ti­on for his own pur­po­ses for a limi­ted peri­od of time (1 year).
  2. All data pro­ces­sing devices (e.g. hard disks and cen­tral pro­ces­sing units) to which the Soft­ware is copied in who­le or in part, tem­pora­ri­ly or per­ma­nent­ly, are loca­ted in the Licensee’s pre­mi­ses or on devices (e.g. PCs) and are direct­ly owned and con­trol­led by the Licen­see.

b) Multi-user licenses

  1. The purcha­se of a licen­se inclu­des the instal­la­ti­on of the pro­gram on the num­ber of work­sta­tions inten­ded for the respec­ti­ve edi­ti­on (computer-bound licen­se).
    Per­so­nal Edi­ti­on = 3 com­pu­ters
    Team Edi­ti­on = 10 com­pu­ters
    The use of the pro­gram in net­works by several users or on several sin­gle com­pu­ters is only per­mit­ted if the num­ber of acces­ses is limi­ted to the num­ber of licen­ses purcha­sed accord­ing to the invoice.

c) Reproduction

  1. The Licen­see may repro­du­ce the Soft­ware to the extent necessa­ry for the use of the Soft­ware. The necessa­ry dupli­ca­ti­ons inclu­de the instal­la­ti­on of the soft­ware from the ori­gi­nal data car­ri­er onto the hard disk of the hard­ware used as well as the loading of the soft­ware into the working memo­ry.
  2. Other repro­duc­tions (inclu­ding the out­put of the pro­gram code and the con­tents of the data­ba­ses on a prin­ter and the prin­ting and pho­to­co­py­ing of the pro­gram descrip­ti­on) are not per­mit­ted.

d) Multiple uses

  1. The licen­see must deac­ti­va­te the soft­ware from the hard disk of the pre­vious­ly used hard­ware when chan­ging the data pro­ces­sing device. The soft­ware is acti­va­ted with the aid of the hard­ware com­pon­ents of the com­pu­ter used. If basic com­pon­ents (e.g. mother­board) are repla­ced, the soft­ware may no lon­ger be usable. In such cases, the licen­see must con­ta­ct the licen­sor.

e) Passing on

  1. The licen­see may not pass on the soft­ware and the asso­cia­ted docu­men­ta­ti­on to third par­ties, neit­her free of char­ge nor against pay­ment.
  2. The purcha­ser may not rent, lea­se or lea­se the soft­ware or make it avail­ab­le for ASP (app­li­ca­ti­on ser­vice pro­vi­ding) use without the pri­or writ­ten con­sent of the licen­sor.

 f) Decompilation and programme modifications

  1. Re-translations of the pro­vi­ded pro­gram code (source code) of the soft­ware into other code (decom­pi­la­ti­on) and other types of rever­se engi­nee­ring of the various pro­duc­tion sta­ges of the soft­ware and/or chan­ges to the pro­gram code are express­ly pro­hi­bi­ted.
  2. Trans­la­ti­on, edi­t­ing, arran­ge­ment and other rewor­king of the soft­ware as well as parts the­re­of and the repro­duc­tion of the results obtai­ned ther­eby are only per­mit­ted inso­far as this is necessa­ry for the use of the soft­ware by the licen­see.
  3. The user is not enti­t­led to make chan­ges or inter­ven­ti­ons in the soft­ware hims­elf or by third par­ties, not even to eli­mi­na­te pos­si­ble pro­gram errors.

§ 4 Warranty/ Liability for Software Defects

Accord­ing to the sta­te of the art it is not pos­si­ble to deve­lop com­plex soft­ware pro­ducts which are com­ple­te­ly free of errors and work in all app­li­ca­ti­ons and com­bi­na­ti­ons espe­cial­ly with dif­fe­rent hard­ware com­pon­ents at any time without errors. The agreed qua­li­ty of the soft­ware pro­vi­ded by the Licen­sor is the­re­fo­re not aimed at ensu­ring that no pro­gram errors may occur or that the soft­ware can be used for any con­ceiva­ble app­li­ca­ti­on, but only that the soft­ware does not con­tain any pro­gram errors that more than insi­gni­fi­cant­ly impair the inten­ded usa­bi­li­ty. The licen­sor is liable for ensu­ring that the soft­ware com­plies with the per­for­mance descrip­ti­on.

  1. The licen­sor gua­ran­tees for a peri­od of 12 mon­ths from the day of deli­very that the soft­ware deli­ve­r­ed by him is essen­ti­al­ly free of mate­ri­al and manu­fac­tu­ring defects and essen­ti­al­ly works accord­ing to the accom­pany­ing pro­duct manu­al. The war­ran­ty is limi­ted to the­se ser­vices.
  2. The licen­see has to exami­ne the deli­ve­r­ed goods immedia­te­ly after their deli­very for pos­si­ble defects. Pos­si­ble defects are to be docu­men­ted bey­ond that mea­ning­ful, in par­ti­cu­lar under log­ging of indi­ca­ted error messages. The licen­see is obli­ged to car­ry out a pro­blem ana­ly­sis and trou­ble­shoo­ting accord­ing to the user manu­al befo­re repor­ting the defect. The noti­fi­ca­ti­on peri­od for defects that were iden­ti­fia­ble during the care­ful inspec­tion requi­red for the type of goods shall not exceed one week. Other defects must be repor­ted immedia­te­ly after their dis­co­very.
  3. Inso­far as a pro­per­ly made noti­ce of defects is jus­ti­fied, the Licen­see may with­draw from the licen­se agree­ment after con­sul­ta­ti­on with the Licen­sor. In this case, the licen­se fee will be refun­ded pro rata tem­po­ris. The Licen­see shall sup­port the Licen­sor to the best of its abi­li­ty in the event of a pos­si­ble reme­dy of defects. The Licen­sor may refu­se to with­draw from the Licen­se Agree­ment if the defects do not lead to a signi­fi­cant restric­tion of the func­tio­n­a­li­ty.

§ 5 Liability

  1. The Licen­sor shall only be liable for dama­ges if he or one of his vica­rious agents has vio­la­ted an essen­ti­al con­trac­tu­al obli­ga­ti­on (car­di­nal obli­ga­ti­on) in a man­ner end­an­ge­ring the pur­po­se of the con­tract or if the dama­ge is attri­bu­ta­ble to gross negli­gence or intent on the part of the Licen­sor or his vica­rious agents. The licensor’s lia­bi­li­ty is limi­ted to the purcha­se pri­ce of the soft­ware. The Licen­sor shall not be liable for any fur­ther claims of the Licen­see, in par­ti­cu­lar claims for dama­ges inclu­ding loss of pro­fit or other finan­cial los­ses of the Licen­see.
  2. The Licen­sor shall not be liable for loss of data. No lia­bi­li­ty is assu­med that the soft­ware is sui­ta­ble for the pur­po­ses of the buy­er and that it coope­ra­tes with the buyer’s exis­ting soft­ware and hard­ware.
  3. The lia­bi­li­ty of the licen­sor in the case of a use con­tra­ry to con­tract by the licen­see is exclu­ded.
  4. The licen­ser is not liable for dama­ges, if and as far as the user could have pre­ven­ted their occur­rence by rea­son­ab­le mea­su­res – espe­cial­ly pro­gram and data back­up.

§ 6 Miscellaneous

  1. The place of juris­dic­tion for all dis­pu­tes ari­sing in com­mer­cial dealings from the con­trac­tu­al rela­ti­ons­hip, inclu­ding che­que, bill of exchan­ge and docu­men­ta­ry pro­cee­dings, shall be the regis­tered office of the licen­sor. The licen­sor may also take legal action against the licen­see at his place of busi­ness.
  2. Unless other­wi­se pro­vi­ded in this Soft­ware Licen­se Agree­ment, Licen­see may not assign any rights under this Agree­ment or the Agree­ment as a who­le to any third par­ty without Licensor’s express writ­ten con­sent.
  3. No col­la­te­ral agree­ments have been made. Chan­ges to this soft­ware licen­se agree­ment must be made in wri­ting. The same app­lies to the can­cel­la­ti­on of the text form clau­se.
  4. In the event that pro­vi­si­ons of this licen­se agree­ment are or beco­me inva­lid in who­le or in part, this shall not affect the vali­di­ty of the rema­in­der of the licen­se agree­ment.