ColorLogic GmbH licensing agreement
PLEASE READ THIS LICENSING AGREEMENT (“LICENSE”) CAREFULLY. IF YOU DO NOT AGREE WITH THE LICENSING AGREEMENT YOU WILL NEED TO RETURN THE COLORLOGIC SOFTWARE TO WHERE YOU BOUGHT IT (IF NECESSARY).
The Licensor is ColorLogic GmbH. However, if the later has a subsidiary in the country in which you purchased the license, this subsidiary is the Licensor. The Licensor hereby grants you the right of use for the enclosed software including the documentation (hereinafter referred to as “Software”), regardless of whether this is saved on a disk, a CD-ROM or other data carrier. Only the data carrier on which the Software is located passes into the possession of the Licensee; ColorLogic GmbH and/or the Licensor(s) of ColorLogic GmbH remain(s) the proprietor(s) of all rights of ownership or other rights to the Software. The right of use of the Software is determined by this Licensing Agreement; all copies of the Software are also subject to this Agreement.
The files (in case of “CoPrA” the profiles created with the Software, in case of “ZePrA” and “Push-2-ZePrA” the files converted with the Software, in case of the “DeviceLink Sets” the included profiles by itself, in case of “ColorAnt” the created and/or modified data) created by the Software may only be used by the Licensee of the Software. Transmission of the files, regardless of whether free of charge or for remuneration, requires the express written approval of ColorLogic GmbH.
2. Usage and restrictions.
The Licensor hereby grants you the simple, non-exclusive right to install and use the Software within the local working environment of the Licensee; he is authorized to use the Software on only one computer at any one time. Virtual machines and docker container are counting as separate computers. It is forbidden to use additional copies of the software license on those machines with identical serial numbers. The Licensee is authorized to create a machine readable copy for backup purposes. He is obliged to record the copyright and other protective rights notices contained on the original on each copy of the Software. He undertakes not to (1.) decompile, reverse engineer, disassemble or otherwise bring the Software into a form discernible to persons, (2.) modify, adapt, translate the Software or create works derived in whole or in part from the Software, (3.) otherwise pass on the Software to third parties free of charge, or (4.) transfer the Software via a network from one computer to another unless permitted by this Agreement or binding legal provisions.
The Licensee is authorized to pass on/sell the Software to a third party no more than once. In this case the Licensee must hand over all copies he has made of the contractual Software to the buyer or acquirer, or delete them. Further processing or sub-licensing requires the consent of ColorLogic and is to be remunerated accordingly. If the new Licensee is located in an area, where neither ColorLogic nor its representative are offering any service or support, there is no obligation to ensure any service or support to the Licensee regardless any other agreement.
If Licensee shall plan to use the Software for creation or conversion of data for third parties, he is obliged to negotiate a written agreement with ColorLogic containing all conditions. The Licensee has to provide a written statement to ColorLogic before beginning any services for third parties, explaining what, how and to which extent he is planning to use the Software for his services for third parties. ColorLogic will decide in a reasonable time-frame, if he accepts this enhancement of the licensing agreement and under which conditions (additional agreement, license fee, additional compensation). The Licensee accepts and agrees that in no case he could force an enhancement of the licensing agreement. It is the sole decision of ColorLogic and the fact to make an inquiry about an enhancement of the licensing agreement does not lead to any further rights concerning the use of the Software or the Software itself, with the exception of those expressly described in this licensing agreement.
The Licensee takes all required and appropriate safety measures to ensure that only those persons individuals that need the Software to fulfill their required tasks for the Licensee have access to the Software Further, he secures that those persons are informed about the licensing agreement and the connected rights and duties and abide them.
The Licensee is not allowed to join files (as defined in $ 1. License) with other companies, including subsidiaries or partner companies, or to distribute files in any other form. The exception being, if Licensee secures that this third party, who is receiving the files, owns also a valid license of the Software, which is required to generate or use those files.
THE SOFTWARE MAY NOT BE USED FOR OR IN CONNECTION WITH THE OPERATION OF NUCLEAR POWER PLANTS, AIRCRAFT, COMMUNICATION SYSTEMS OR FOR FLIGHT MONITORING; IN SUCH CASES, A FAULT IN THE SOFTWARE CAN LEAD TO DEATH, INJURY OR SERIOUS DAMAGE TO PROPERTY AND THE ENVIRONMENT.
Should the Licensee fail to observe these restrictions, the Licensee shall no longer be authorized to use the Software, even if the Licensor has not yet terminated this Agreement.
Faults in the Software cannot be ruled out. The Licensor assumes liability only within the legal provisions. A period of limitation of six months from delivery of the Software shall apply. The warranty shall be fulfilled exclusively at the discretion of the Licensor by repair or replacement delivery. Should repair and/or replacement be unsuccessful, you may demand either a reduction of the license fee or annulment of the Agreement. No warranty shall be given for Software which has been changed, expanded or damaged unless the change, expansion or damage was not responsible for the fault.
The Licensor and its employees or agents shall only bear contractual or non-contractual liability for damages if the damage is attributable to gross negligence or intent. Further binding legal liability remains unaffected. The liability of the Licensor is restricted to the pecuniary losses which it could have foreseen as a possible consequence of contractual violation upon conclusion of the Agreement, unless the damage is attributable to gross negligence of a body or one of the leading employees of the Licensor or to intent. Under no circumstances shall liability be assumed for loss of data, unless this loss could not have been prevented by regular – in commercial business that is to say, daily – backup of the data in machine readable form. Furthermore, no liability shall be assumed for damages caused by other failings of the Software which could have been prevented by regular, prompt checks of the processes. Unless claims for damages expire by limitation earlier under law, they shall expire – with the exception of claims arising from unauthorized handling and under the Product Liability Act, in the event of malice or furnishing of a warranty – no later than one year after delivery of the programs.
The Licensee confirms that the Software shall only be executed under consideration of all applicable export provisions of the country in which you acquired the Software.
6. Applicable law and separability.
If ColorLogic GmbH has a subsidiary in the country in which the Licensee acquired the license, this Licensing Agreement is subject to the law of that country. Otherwise this Licensing Agreement is subject to Federal German law. The ineffectiveness of individual provisions shall not affect the validity of the remaining provisions of the Agreement.
This Licensing Agreement contains the entire agreement between the Parties with regard to the license and replaces all prior verbal or written agreements. Amendments and additions to this Agreement shall be made in writing.
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