Licensing terms and conditions for software from MATESO GmbH

for Password Safe licenses purchased in Germany

As of April 2013

1. General scope

1.1 These licensing terms and conditions are supplementary to the general terms and conditions of MATESO GmbH (hereinafter referred to as the Licensor). These terms and conditions apply to the provided software as well as to any updates, upgrades, additions, support and other services offered online. Should any of the products mentioned above come with their own licensing terms and conditions, those shall have priority.

1.2 The Licensee accepts these licensing terms and conditions upon installation or use of the software.

1.3 If the software is purchased from a sales partner (cleverbridge), the licensing terms and conditions shall apply in their entirety and remain hereby unaffected. MATESO shall remain the exclusive holder of the rights of use within the scope specified in these licensing terms and conditions.

1.4 System responsibility shall lie with the Licensee. The Licensor is only required to provide delivery of the software if the product is purchased through direct sales. The option to download products is also included under delivery of software.

2. Definitions

2.1 Licensed products refer to all software products offered by MATESO GmbH.

2.2 Licensing material includes updates and documentation provided by the Licensor to the Licensee.

3. Allocation of rights

3.1 The Licensor shall retain ownership of all rights to the licensed product even if the Licensee should modify the licensed product without authorization or connect it to their own programs or to those of a third party. The above shall also apply if the reseller modifies the license key so that it bears a name other than that of MATESO, with the exception of rights granted in accordance with these terms and conditions.

3.2 The Licensor shall grant the Licensee a non-exclusive, simple right of use to the licensed products and documentation that excludes the granting of sublicenses.

3.3 The Licensee shall have the right to create a backup copy of the provided licensed products for backup purposes only. The Licensor shall hold all rights to these copies unless these terms and conditions specify that such rights are to be transferred to the Licensee. The Licensee has the right to use the licensed products on their data processing system as specified in the terms and conditions even if doing so involves the creation of backup copies in the system’s RAM. The creation of additional copies is not permitted.

3.4 If applicable national law and/or jurisdiction states that licenses may be sold to third parties, the original Licensee is under the obligation to make sure that any copies that have been downloaded onto their data processing system are unusable at the time of resale. Further use of the product by the original Licensee constitutes a violation of the Licensor’s exclusive right of reproduction and shall be subject to prosecution under civil and criminal law.

3.5 Individual editions containing several licenses may not be split up and sold separately.

3.6 The software and licenses may only be sold to another party after MATESO has first transferred the license. Should the original license holder decide to sell the license, a fee must be paid to MATESO before the license can be transferred, modified or before a new license can be granted.

4. Special provisions regarding rights of use for full versions

4.1 The Licensee has the right to use the software with the number of licenses they have purchased. The products are structured according to the named user license model.

4.2 After purchasing a license, only one Licensee shall have the right to install and use the software. The database can be used by all named users.

4.3 The software may only be installed and used on one computer. If the software is installed on another computer or data processing system, the software on the first device must be uninstalled completely. The software may only be installed on more than one computer or system if the customer has paid an additional fee.

4.4 The customer must purchase a server license (terminal server/Citrix Module) if they intend to store the software on a data processing unit that is being used as a server. Single licenses may not be installed on a server.

4.5 If the customer will be using the licenses on a server, they must also purchase an additional license for each user.

5. Special provisions regarding rights of use for demo versions (test phase)

5.1 Licenses can be provided on a test basis. The right of use for demo versions of software is limited to the test phase period (30 days). The right of use for demo versions is a non-exclusive, simple right of use that excludes the granting of sublicenses and is granted for a limited period of time only.

5.2 The Licensee has the right to provide the demo software to other computer users for test purposes during the test phase. If the Licensee intends to provide the demo software to other users, the Licensee must inform said users of the duration of the test phase and of the consequences of continuing to use the software once the test phase has come to an end. The Licensee is responsible for compliance with these and any legal provisions, also when it comes to third-party use of the software.

5.3 Once the test phase has been completed, further use of the software shall be considered an infringement of copyright punishable by law, and the Licensor expressly reserves the right to prosecution for such use.

5.4 Once the test phase has been completed, the customer can use a license key to activate the software. By doing so, the Licensee shall be granted a right of use covering the scope described in these licensing terms and conditions. In addition to the other provisions, no. 3 of these licensing terms and conditions particularly applies to the scope of use for full versions.

6. Modification, reverse engineering

6.1 The Licensee does not have the right to modify the software in any way, to copy the software or to translate the software. Any form of reverse engineering is prohibited. This includes extracting structural elements of the licensed product or parts thereof. The Licensee is also prohibited from generating the source code (decompilation) or disassembling the software (conversion of the native code into an assembly language that people can read). The only exception to the above is if it is absolutely necessary to decompile the software in order to obtain interface information and MATESO was unable to provide the information required for interoperability after having received a written request from the Licensee to do so.

6.2 §§ 69d paragraph 2 and 3 and 69e German Copyright Act (UrhG) shall remain unaffected.

7. Documentation

Documentation (user manual) is available online at www.passwordsafe.de under Support in the Download Center and can be printed or downloaded as a PDF.

8. Software support

8.1 The Licensee has the choice of different software support plans. The right of use granted applies to updates, etc., depending on the plan selected (Private, Company Classic, Company Premium).

8.2 The right of use to the original software purchased does not expire with the expiration of the software support plan. The customer can continue to use the software that was originally purchased without having to take any additional steps. However, the customer must renew the software support plan if they wish to receive further updates, upgrades or support.

8.3 Within the scope of software support, the Licensee shall be granted a non-exclusive, non-transferable, simple right of use to the software support products that excludes the granting of sublicenses a for a period of twelve months. The software support plan cannot be interrupted.

8.4 The Licensee may renew the software support plan 30 days before the software support period expires. If the Licensee decides to renew software support they will be granted another non-exclusive, non-transferable, simple right of use to the software support products that excludes the granting of sublicenses for another twelve months.

8.5 The Licensee can purchase software support retroactively if they forget to renew their software support plan by the deadline. The twelve-month period of the renewed software support plan will begin as of the date on which the previous software support plan expired.

8.6 Private software support plan

The Private plan is only available for the private products and comes with updates of one version for the next 12 months. It does not include any upgrades to the next version up. E-mail support is also provided working days from Monday through Friday at support@passwordsafe.de. The maximum response time generally does not exceed 72 hours. In some cases, however, the response time may be longer.

8.7 Company Classic software support plan

The Company Classic plan comes with updates of one version for the next twelve months as well as an upgrade to the next version up if an upgrade of that version is available within the twelve-month period. E-mail support is also provided working days from Monday through Friday at support@passwordsafe.de. The maximum response time generally does not exceed 48 hours. In some cases, however, the response time may be longer.

8.8 Company Premium software support plan

The Company Premium plan comes with updates and upgrades within the next 12 months. Company Premium software support also includes free e-mail support (support@passwordsafe.de) working days from Monday through Friday, phone support and remote assistance (TeamViewer). The maximum response time generally does not exceed 24 hours. In some cases, however, the response time may be longer.

8.9 Product training may be purchased separately.

8.10 The sole purpose of support provided via phone, email or remote access is to provide support and/or advice regarding product use or in determining the cause of an error. Success is not guaranteed.

8.11 The customer is under the obligation to pay the fee for software support regardless of whether or not they choose to utilize the software support products.

9. Liability

9.1 MATESO shall only be liable for customer claims for damages arising from injury to life, body or health or the violation of critical contractual obligations (material obligations). MATESO shall also be liable for other damages that can be attributed to intentional or negligible violation of obligations on the part of MATESO, MATESO’s legal representatives or vicarious agents. Material contractual obligations are defined as obligations that must be fulfilled so that the purpose of the agreement can be accomplished. Any further liability is excluded.

9.2 Liability for the violation of material contractual obligations is limited to foreseeable damage that is typical to an agreement if said damage was caused as the result of negligence unless the matter at hand involves customer claims for damages arising from injury to life, body or health.

9.3 Should claims be made directly against MATESO’s legal representatives or vicarious agents, the limitations discussed in the previous section shall also apply in their favour.

9.4 The provisions stipulated in the German Product Liability Act shall remain unaffected.

10. Written form provision

There are no verbal side agreements. Any changes or additions to these terms and conditions must be made in writing. The same applies to this written form provision.

11. Place of jurisdiction

The place of performance and the sole place of jurisdiction for all disputes arising from the contractual relationship in question and involving merchants, legal entities or special assets under public law shall be Augsburg, Germany.

12. Final clause

12.1 The law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods, shall apply to contracts between MATESO and the customer.

12.2 If individual provisions of these general terms and conditions should become ineffective, the remaining provisions shall remain thereby unaffected. The invalid provision shall be replaced by legal regulations to the extent these are present. If the above should constitute unreasonable hardship for one of the contracting parties, however, the agreement shall become invalid as a whole.

12.3 Contractual language is German. In case of interpretation and linguistic discrepancies between the foreign-language and the German versions, the German version will be binding.

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