GTC for the provision of software and related services.

As of December 1st, 2024

§ 1 Starting Point

1. Watermann IT (Stefan Watermann), hereinafter referred to as the rights holder, holds the software right protected under §§ 69 a ff. UrhG as the owner and authorized person. The scope of application is the territory of the Federal Republic of Germany. It protects software with the performance characteristics in accordance with the currently valid product description.

2. The rights holder used the software right to its full extent within the framework of the non-exclusive licensing to dealers or end users, hereinafter referred to as users, as well as the provision of the software on the Internet. In particular, the rights holder reserves the right to make a software version available on the Internet in any way.

3. The user does not change or expand the software. He does not carry out any programming work that is not permitted under §§ 69 c ff. German UrhG.

4. Sales are made exclusively to users who can be assumed to use the software package permanently in the contract area.

$ 2 Subject of the Contract, Fee and Term

1. The subject of the contract is the computer program "GreenRibbon", or the variants based on this program, the user documentation (online help) and other associated written material, hereinafter referred to collectively as software.

2. The sales software copies to be produced by the dealer must be produced and distributed in accordance with the provisions of this contract. The software package produced and distributed has the following content: a computer program on a data carrier, backup copy, accompanying material for the user and installation instructions.

3. The user pays the rights holder a fee for each sales software copy in accordance with the rights holder's current price list. The fee is due when a license key is issued to the user and is independent of the customer's payment to the dealer. License keys are issued and managed exclusively by the rights holder.

4. The user is not entitled to any copyright usage rights to the software or its accessories such as fonts or graphics, unless they are expressly transferred to him within the framework of this contract for the purpose of distribution. The user is not granted exclusive distribution rights.

5. The contractual relationship begins at the time of the mutual signatures of this contract and runs for an indefinite period. It can be terminated at the end of a calendar quarter, for the first time after 9 months have passed since the start of the contractual relationship. The notice period is three months. The termination must be made in writing by registered letter.

6. After termination of the contractual relationship, the dealer must, at the request of the rights holder, provide the names and full addresses of the customers to him.

§ 3 Sales Specifications, Minimum Sales, Special Termination

1. The dealer may reproduce the copy of the software provided in order to produce copies suitable for sale. The dealer may only make changes to the program code or the accompanying material after prior consultation and express written consent of the rights holder.

2. The dealer undertakes to produce and pay for at least 10 sales software copies per year. If the dealer fails to sell the agreed minimum number of sales software copies, the rights holder has the right to terminate the contract early at the end of the month following the probationary period after a single warning and a three-month probationary period.

3. The dealer is entitled to sell the software copies provided to him as part of his normal business operations and to transfer ownership of the specific copy of the work. The dealer is also obliged to transfer rights to his customer in accordance with the specifications set out in §§ 4, 5 and 6 of this contract. The dealer may not grant his customers any further rights.

4. The dealer may use the software for testing and presentation purposes free of charge. Any use of the software beyond this requires the dealer to conclude a separate software contract in the same way as a normal customer of the dealer.

5. The dealer may not transfer his distribution authorization to third parties, either in whole or in part.

6. The dealer is obliged to keep separate records of the distribution of the software. The rights holder is entitled to have the records checked at his own expense at any time by an auditor who is bound to secrecy. In the event of inaccuracies or incompleteness, the dealer will bear the costs.

§ 4 Customer's Reproduction Rights

1. The customer may copy the delivered program as long as the respective copy is necessary for the use of the program. The necessary copies include the installation of the program from the original data storage device onto the mass storage of the hardware used and the loading of the program into the main memory.

2. In addition, the customer can make copies for backup purposes. However, in principle only one backup copy may be made and stored. This backup copy must be marked as such of the program provided.

3. If, for reasons of data security or to ensure rapid reactivation of the computer system after a total failure, regular backup of the entire data set, including the computer programs used, is essential, the customer may create backup copies in the number absolutely necessary. The relevant data storage devices must be labeled accordingly. The backup copies may only be used for purely archival purposes.

4. The customer may not make any further copies, including printing out the program code or copying the online help.

§ 5 Multiple uses and network deployment at the customer

1. The customer may use the software on hardware available to him that meets the "technical system requirements" according to the current product description. However, if the customer changes hardware, he must delete the software from the hardware previously used.

2. Saving, storing or using the software on more than one hardware at the same time is not permitted. If the customer wants to use the software on several hardware configurations at the same time, for example by several employees, he must purchase a corresponding number of program packages.

3. The use of the software provided within a network or other multi-station computer system is not permitted if this creates the possibility of simultaneous multiple use of the program. If the customer wishes to use the software within a network or other multi-station computer system, he must prevent simultaneous multiple use by means of access protection mechanisms or pay the rights holder a special network fee, the amount of which is determined by the number of users connected to the computer system. The rights holder will inform the customer of the network fee to be paid in each individual case immediately as soon as the customer has informed the rights holder in writing of the planned network use, including the number of connected users. Use in such a network or multi-station computer system is only permitted after the network fee has been paid in full.

§§ 6 Decompilation and program modifications by the dealer or customer

1. The retranslation of the provided program code into other code forms (decompilation) as well as other types of re-engineering the various stages of production of the software (reverse engineering), including program modification, are not permitted.

2. The removal of a copy protection or similar protection routines is only permitted if this protection mechanism impairs or prevents the trouble-free use of the program. The customer bears the burden of proof that the protection mechanism impairs or prevents trouble-free usability. The customer must notify the rights holder in writing of the program changes made and of the symptoms of the problem that have occurred, with a detailed explanation.

3. The corresponding actions pursuant to paragraph 2 may only be entrusted to commercially operating third parties who are in a potential competitive relationship with the rights holder if the rights holder does not wish to make the desired program changes in return for an appropriate fee. The rights holder must be given a sufficient period of time to consider accepting the order and must be informed of the name of the third party.

4. If the above-mentioned actions are carried out for commercial reasons, they are only permissible if they are essential for the creation, maintenance or functioning of an independently created interoperable program and the necessary information has not yet been published or is otherwise accessible, for example by requesting it from the rights holder.

5. Copyright notices, serial numbers and other features used to identify the program may not be removed or changed under any circumstances.

§ 7 Warranty and Liability

1. With regard to the software copies delivered to the dealer, the warranty law of the purchase contract applies.

2. Liability for initial inability, delay and impossibility is limited to the license fee (distribution/dealer fee) and to such damages that must typically be expected to arise in the context of a software license.

3. Liability for minor negligence only exists if an obligation is violated whose compliance is of particular importance for achieving the purpose of the contract (cardinal obligation) and only for foreseeable damages whose occurrence is typically to be expected. Otherwise, liability for minor negligence is excluded.

4. The rights holder is only liable without limitation for intent and gross negligence, including that of its legal representatives and senior employees. The supplier is only liable for the negligence of other vicarious agents to the extent of liability for initial inability according to the previous paragraph.

§ 8 Training and Support

1. The rights holder will instruct a dealer's employee in the use of the software for a maximum of three hours. The instruction will be at the expense of the rights holder, provided that it takes place on the rights holder's premises. Any travel/accommodation costs incurred will be borne by the dealer.

2. The rights holder is not involved in customer training and does not handle customer support requests. Training and support for the customer is provided exclusively by the dealer.

3. Support/service provided by the rights holder that goes beyond the statutory warranty will be billed on a time and material basis in accordance with the rights holder’s current price list.

§ 9 Contractual penalty, special termination and further legal action

1. If the dealer culpably violates the obligation to only grant its customers usage rights within the limits set out in §§ 4-6 of this contract, a contractual penalty of five times the sales price of a single software copy will be due. If the dealer illegally produces more software copies for sale than he invoices or does not properly fulfill his obligation to keep accounts in accordance with § 3 Paragraph 6 of this contract, a contractual penalty of ten times the sales price of a single software copy will be due.

2. In the event of a breach of duty in accordance with the preceding paragraph, the rights holder is also entitled to terminate the distribution agreement without notice and with immediate effect. Any software copies still in stock at the dealer must be destroyed by the dealer without compensation.

3. The pursuit of further claims, for example under copyright law, as well as in particular other claims for damages, remains expressly reserved.

§ 10 Written Form

All agreements that contain a change, addition or specification of these contractual conditions, as well as special assurances and agreements, must be set down in writing. If they are declared by representatives or assistants of the rights holder, they are only binding if the rights holder gives his written consent.

§ 11 Conflict with Other Terms and Conditions

If the dealer uses general terms and conditions (GTC), the contract is concluded even without an express agreement on the inclusion of general terms and conditions. If the various GTCs agree in terms of content, they are deemed to have been agreed. The provisions of the dispositive law take the place of conflicting individual provisions. The same applies if the terms and conditions of the contractual partner contain provisions that are not included in these terms and conditions. If these terms and conditions contain provisions that are not included in the terms and conditions of the contractual partner, these terms and conditions apply.

§ 12 Notice and Acknowledgement Confirmation

The merchant is aware of the use of these terms and conditions by the copyright holder. He had the opportunity to become aware of their content in a reasonable manner.

§ 13 Choice of Law

The parties agree that all legal relationships arising from this contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

§ 14 Jurisdiction

Hanover (Germany) is agreed as the place of jurisdiction for all disputes arising from this contractual relationship.

§ 15 Final Provision

Should any provision of this contract be invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace any invalid provision with an effective provision that comes as close as possible to the invalid provision.

Auetal (Germany), 1. December 2024
Watermann IT, Stefan Watermann