Keywarden End user license agreement

License Agreement





The copyright to this software is owned by

Fransson Software

Dipl.-Inform. Jens Fransson

Bornstraße 33

20146 Hamburg

Germany

www.fransson.de


- hereinafter the "Licensor" -


It is an offence to reproduce or distribute this Software or parts thereof without authorisation. Such actions
can lead to criminal or civil proceedings resulting in severe penalties or damage claims.


The Licensor grants you - hereinafter the "Licensee" - use of this Software subject to the following
licensing conditions:


§1 Object of Licence

The Agreement refers to the present computer program in the released, full version including the
licence file necessary for its release ("Software") together with the program description, user manual and
other accompanying literature ("Documentation").

The main program is transferred to the Licensee by order via sealed data carriers or by downloading
from the Licensor`s website. Until a licence file is purchased, the main program can only be used as a
limited test version. In order to use all functions, the Licensee must purchase a Licence file from the
Licensor or an authorised dealer. The Licence file is transferred to the Licensee by sending a sealed data
carrier or, at the Licensee`s request and in some cases at the Licensor`s option, by email. If the main
program or Licence file is downloaded by the Licensee, the transfer is deemed to have taken place on
completion of the download. The main program is accompanied by the Documentation; this is supplied by
the Licensor irrespective of the mode of software transfer, either as a printed version, as online help integrated
into the program or as a file in a universal format (e.g. html, hlp, txt or pdf). If the Licensee obtains the
Software by downloading it from the Licensor`s server by modem or internet, he also obtains the
Documentation in the same way.

The Software detailed in the Documentation conforms to the latest technological standard. The
Licensee is reminded that it is not possible according to current technological standards to produce
software which is guaranteed to operate error-free with all applications and in all combinations (especially
with third-party software).

The Software must not be used in hazardous environments requiring continuous fail-safe performance
(high risk activities such as the operation of nuclear facilities, weapons systems, aircraft navigation or
communication systems and life-support machines).

§2 Scope of use
The Licensor grants the Licensee a non-exclusive, non-transferable right to use one copy of the Software
subject to the terms and conditions of this agreement - particularly with regard to the type and quantity of
computers - ("Licence").

§3 Reproduction rights and distribution of Software

The Licensee may copy the Software to the extent necessary for its use. This includes installing the
Software from the original data carrier or downloaded installation archive in the mass memory of the
hardware according to §2 and loading the Software into the working memory in order to use it.

In addition, the Licensee may make a copy of the Software for backup purposes. Only one backup copy
of the original data carrier or downloaded installation archive may be produced and/or stored. This backup
must be identified as a copy of the purchased Software.

Where regular backups of the entire data stocks including the relevant programs are part of an
indispensable routine for reasons of data security or ensuring a rapid reactivation of the computer system
following a crash, the Licensee may make the number of backup copies absolutely necessary. The relevant
data carriers must be identified accordingly. The backup copies must be used exclusively for archiving
purposes.

The Licensee is obliged to take suitable precautions to prevent unauthorised third-party access to the
Software and Documentation. The term "third party" also applies to subsidiaries of the Licensee. The
original data carriers and backup copies must be stored in a place where they are protected from thirdparty
access. The staff of the Licensee must be explicitly instructed to observe the present contractual
terms and copyright provisions.

The Licensee is not permitted,

subject to the exceptions explicitly granted in this Agreement, to make any other copies
whether partial or whole of the Software or Documentation on the same or other carriers;
this also applies to the printing out of the program code;

to transfer the Software from one computer via a network or other data transmission
channel to another computer or receiving device unless the computer or other device at
the receiving end is owned by the Licensee and covered by the terms of this Agreement;

without the written permission of the Licensor to modify, translate, reverse-engineer,
decompile or disassemble the Software or create derivative works therefrom or, unless
essential under the contractual terms of use, to copy, translate or modify the
Documentation or create derivative works therefrom;

to remove copyright notices, serial numbers or other program identification features
unless prior written permission has been granted by the Licensor;

to pass on the Software to a third party or make it accessible to a third party in any other
form. This also applies to copies of the Software. The term "third party" includes all
subsidiaries of the Licensee; distribution of the Software within the group of companies
for exclusive use at the new location is permissible subject to the written consent of the
Licensor which may only be refused for a good reason. In this case, compliance must be
ensured with §2 and §3 "Scope of use" and the other items agreed in the present
Contract and any subsidiary agreements. After passing on the Software, the Licensee must
delete it and any backup copies fully and immediately from the previous location within
the group of companies;

to transfer the Software or Documentation or parts thereof to a third party by way of a
temporary hire or leasing arrangement.

§4 Other rights relating to the Software
In implementing the present agreement, the Licensee acquires full rights only to the physical data carriers
containing the Software and Documentation. Rights of exploitation and use of the Software and
Documentation are only acquired to the extent explicitly stated in the present Agreement. The Licensor
retains in particular all rights of publication, reproduction, editing, translation and other forms of
exploitation in respect of the Software.

§5 Term of agreement and termination

The Licensor is authorised to use the Software and Documentation for an unlimited period.

This shall not affect the right of both parties to give premature notice of termination for a good reason.
In particular, the Licensor has the right of termination without notice in the event of a major breach of
contractual obligations by the Licensee.

After notice of termination, the Licensee is obliged to delete the Software completely, particularly the
original data carrier, any backup copies and the Software files installed on his computer system, and to
return the Documentation. The Licensor is entitled to demand from the Licensee a solemn declaration that
this deletion has taken place.

§6 Warranty and cooperation of the Licensee

Warranty claims based on defects in the Software or Documentation may only be asserted by the
Licensee against the supplier of the Software, i.e. especially the dealer.

If the Licensor is himself the supplier - i.e. where the Software is purchased directly from him - he
shall guarantee, unless otherwise agreed on an individual basis, the possibility of use in accordance with
the Documentation. The legal warranty period begins with the transfer of the Software according to §1
Section 2. If the Licensee is not a consumer within the meaning of the German Civil Code, the following
shall apply in addition: the warranty period shall be 12 months; in the event of deviations from the
Documentation which constitute a major hindrance to the agreed use, the Licensor shall be obliged to offer
replacement or repair at its option. If the Licensor fails within a reasonable period to eliminate the
deviations by replacement or repair or to circumvent them in such a way as to allow the Licensee to use
the Software as specified in the Contract, or if the replacement or repair is deemed to have failed for any
other reason, the Licensee can at its option demand a reduction of the purchase price (redhibition) or
terminate the Licence for the program without notice in return for reimbursement of the paid
remuneration.

When transcribing, delimiting, identifying and reporting errors, the Licensee shall be as precise as
possible regarding error messages and queries and use competent staff for this purpose. If necessary,
checklists from the dealer or Licensor should be used.

§7 Liability and third-party property rights

The Licensor shall be liable for any damage for which he is responsible up to an amount five times the
remuneration paid for the Software or Licence file. The basis for calculation shall be the remuneration
amount excluding VAT at the time of purchase.

The Licensor shall not be liable for lack of financial gain, indirect and consequential damages and
damages arising from third-party claims, with the exception of claims based on the violation of third-party
property rights.

The Licensor shall only be liable for negligence if an obligation is violated whose observance is of
particular importance for the achievement of the contractual purpose (cardinal obligation).

The Licensor shall only be liable for the restitution of data and other damages caused by data loss
within the limits of a typical case of restitution and only once the Licensee has ensured that these data are
reproducible by proper, reasonable efforts from data stocks available in machine-readable form, i.e. the
Licensee having made regular backups commensurate with the relevant risks.

The liability limitations specified in Sections 1-4 shall not apply to damage based on intent or gross
negligence on the part of the Licensor, his legal representatives, senior employees or vicarious agents, or
to damages arising from death, injury or harm to health.

Should the Licensee fail to comply with any of the restrictions on use specified in the present
Agreement, particularly §1 Section 4, the Licensor shall not be liable for any damage arising as a result of
this non-compliance.

This shall not affect liability under the product liability act.

Should a third party assert claims regarding the contractual use of the applicable, unaltered original
version of the Software or Documentation arising from a breach of industrial property rights or copyrights
within the Federal Republic of Germany, the Licensor shall defend the Licensee against all claims. The
Licensor shall assume any costs and damages imposed on the Licensee by the courts provided the
Licensee has notified the Licensor of the assertion of such claims without delay and all defensive
measures and settlement negotiations are reserved by the Licensor.

If claims according to Section 8 or other claims due to the breach of third-party property rights have
been asserted or are expected to be asserted, the Licensor is entitled at its option to modify the Software or
Documentation or exchange all or part of it within limits acceptable to the Licensee.

If Sections 8 and 9 obtain and it should prove impossible to modify the Software or secure of a right of
use by reasonable efforts, either party may terminate the Licence for the relevant Software without notice.

§8 Remuneration of Licensor

If the conclusion and implementation of the present Agreement takes place directly with the Licensor
without the mediation of a dealer,

the Licensor shall receive from the Licensee a one-off Licence fee on purchasing the Licence
file necessary for the release of the Software; this also covers the purchase of an update
entitlement for the first period of use. The amount of the Licence fee is based on the
Licensor`s price list applicable at the time or ordering (available on website) or other relevant
agreement.

The Licence fee according to a) shall be due immediately on the transfer of the Licence file
according to §1 Section 2 to the Licensee. The Licensee shall receive an invoice for the
payable amount together with the Licence file.

If the Software is purchased via the mediation of a dealer, the Licence fee and any purchased update
entitlement for the period of use shall be covered by the purchase price.

§9 Miscellaneous

Amendments and additions to this Agreement including this clause must be made in writing. No oral
subagreements have been concluded. Standard terms and conditions of the Licensee are not part of this
Agreement and do not apply to this contractual relationship.

Should any provision of this Agreement be or become invalid or unfeasible without essentially
preventing the achievement of the contractual purpose, this shall not affect the legal validity of the
remaining provisions. In this case, the parties shall replace the invalid or unfeasible provision with an
acceptable provision with the same economic intent.

This Agreement is governed by the laws of the Federal Republic of Germany. The place of
jurisdiction for dealer Licensees is the seat of the Licensor.

Deliveries to EC countries can only be invoiced without VAT provided the Licensee has quoted its
UST/VAT-ID number.

Consumer information on the right of cancellation
The law allows a two-week right of cancellation for some contracts concluded by consumers
with a company. You are entitled to this right as a consumer particularly in the following case:
A so-called remote sales contract, i.e. a contract concluded exclusively via remote
communication equipment, e.g. telephone, email or correspondence. The purchase of our
Software, including the accompanying update entitlement for the first year of use via one of
these channels, constitutes such a remote sales contract. Please note there is no right of
cancellation for purchased software once the seal has been broken or the case removed, nor
for products made to customer specifications (e.g. customised programming). Similarly, you
have no right of cancellation if you have been sent the contractual goods or service online (e.g.
downloadable or emailed software).
The deadline is deemed to be met provided the goods are sent on time.
We regret that we cannot accept goods returned to us unfranked. We will remit the purchase
price and return costs to your specified account immediately on receipt of the goods We
explicitly reserve the right to refuse reimbursement of return costs for order values below 40.00
euros unless the supplied goods are at variance with the order.