InfoFabrik GmbH
Sitz: Klingholzstraße 7 / 65189 Wiesbaden
Amtsgericht Wiesbaden HRB 29555 / St-Nr.: 040/236/30310

ReportServer Enterprise Edition - Terms and conditions

1. Preamble:

This Agreement governs the relationship between the customer, a Business Entity, (hereinafter: Licensee) and Infofabrik GmbH, a duly registered company in whose principal place of business is Klingholzstraße 7, 65189 Wiesbaden, Germany (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using ReportServer Enterprise Edition (hereinafter: The Software) created and owned by Licensor, as detailed herein.

2. License Grant:

Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Perpetual (related to the server ID issued), Commercial, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.

• 2.1 Limited: Licensee may use Software for the purpose of:
  • 2.1.1 Using and installing the Software on a single production server, owned, leased or controlled by Licensee. Each virtual hardware partition, or guest operating system, shall be deemed a separate server that requires a separate license.
  • 2.1.2 Allowing 3rd Parties to run Software on Licensee’s Websites and Servers;
  • 2.1.3 Publishing Software’s output to Licensee and 3rd Parties;
  • 2.1.4 Distribute verbatim copies of Software’s output (including compiled binaries);
• 2.2 This license is granted perpetually, as long as you do not materially breach it.
• 2.3 Binary Restricted: Licensee may sublicense Software as a part of a larger work containing more than Software, distributed solely in Object or Binary form under a personal, non-sublicensable, limited license. Such redistribution shall be limited to unlimited codebases.
• 2.4 Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
• 2.5 Commercial, Royalty Free: Licensee may use Software for any purpose, including paid-services, without any royalties.

3. Ownership & Copyright:

Licensee acknowledges that all copies of the Software in any form are the sole property of Licensor. Licensee has no right, title or interest to any such Software or copies thereof except as provided in this Agreement. The Software and the Documentation are protected by German and international laws, rules, regulations and treaty provisions. Any rights not expressly granted herein are reserved by Licensor.

4. Term & Termination:

The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee:

• 4.1 became insolvent or otherwise entered into any liquidation process; or exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
• 4.2 Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
• 4.3 Licensee was in breach of any of the terms of clause 2 to this license; or
• 4.4 Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.

5. Payment:

In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.

6. Upgrades, Updates and Fixes:

Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensor shall provide any Upgrade, Update or Fix free of charge for the duration of one year. The duration starts with the purchase of the License. Licensee may, at his sole discretion, purchase an extension for the duration to receive Upgrades, Updates and Fixes, that are released after the initial free-upgrade duration expires. This extension may be purchased according to the rates set by Licensor. Nothing in this Agreement shall require Licensor to provide Upgrades, Updates or Fixes.

7. Support:

Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.

• 7.1 Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
• 7.2 Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.

8. Liability:

To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.

9.Warranty:

• 9.1 Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
• 9.2 No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software.
• 9.3 Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected the The Software.

10. No Refunds:

Licensee warrants that he inspected The Software and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.

11. Limitation of Liability:

Licensee acknowledges and agrees that the consideration which Licensor is charging hereunder does not include any consideration for assumption by Licensor of the risk of Licensee's consequential or incidental damages which may arise in connection with Licensee's use of the Software. Accordingly, Licensee agrees that Licensor shall not be responsible to Licensee or any 3rd party for any loss-of-profit, lost savings, indirect, incidental, special or consequential damages arising out of licensing or use of the Software.

The maximum liability of Licensor to any person, firm or corporation in connection with any license, use or employment of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Licensor by Licensee for the Software whose license or use gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Licensor arising out of this Agreement and use of the Software. The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid herein in connection with the license of the Software and that were Licensor to assume any further liability other than set forth herein, such consideration would have necessity be set substantially higher.

12. Indemnification:

Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.

13. Governing Law, Jurisdiction:

Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.

14. Final Provisions:

• 14.1 Licensee may only set off with receivables which are uncontested or legally binding, or uncontested but ripe for judgment.
• 14.2 Licensee only has a right of retention, insofar as this is based on the same contractual relationship.
• 14.3 The exclusive place of jurisdiction for all and any disputes which may arise from or in connection with the business relationships is Frankfurt am Main / Germany. This agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG) and the conflicts of law rules.
• 14.4 This Agreement contains the entire understanding and agreement between the parties. All prior agreements or understandings, oral or written, are superseded by this Agreement. This Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument signed by Licensor.
• 14.5 All captions and headings are for purposes of convenience and shall not affect the construction or interpretation of any of its provisions.
• 14.6 No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or different kind.
  The ineffectiveness of one or more provisions of this agreement shall not affect the validity of the remaining provisions. The invalid provisions will be replaced by the relevant legal provisions. This has analogous validity for the closing of any gaps in the provisions.
• 14.7 The ineffectiveness of one or more provisions of this agreement shall not affect the validity of the remaining provisions. The invalid provisions will be replaced by the relevant legal provisions. This has analogous validity for the closing of any gaps in the provisions.
• 14.8 Any terms of this Agreement, which by their nature extend beyond the date this Agreement ends, shall remain in effect until fulfilled and shall apply to respective permitted successors and assignees.