Usage Conditions and License Agreement for the software “ViMP Ultimate Extended”
Definitions of Concepts for the license agreement for using the media content management system ViMP in its version mentioned above (hereinafter referred to as "software"). This final customer license agreement (hereinafter "Contract") is a binding contract between ViMP GmbH (hereinafter "licenser") and you, in your own name as a natural person or as legal representatives of a legal entity (hereinafter "licensee").
Accepting these terms and conditions, and/or downloading the software, installing the software and/or advancing of the software in any other way can be construed as agreement to be bound by all the following regulations of this contract. If the licensee operates several websites, for which he would like to use this software, the licensee shall obtain a separate final customer license agreement for each individual website.
The term "software" thereby includes also all modified versions or updated versions of this software, as well as extensions or plug-ins of this software, which are, also with costs, made accessible by the licenser for you.
2. Grant of License
The licenser grants the licensee, in accordance with the regulations of this Contract, an unlimited and non-exclusive license to use the executable code of this software, if the licensee fulfills all contractual obligations.
The software’s performance description of the selected version and the Extensions can be found on the product websites of the licenser. In order to use all functions of the software, you need additional software from third party suppliers. All stipulations herein apply to the ViMP software, which the licenser offered in the download section of its website or the licenser referred to. The further integration of third party software into the ViMP software, even if recommended by the licenser, is not a component of this license agreement. The use/integration of third party software may be subject to one or more additional license conditions. You are responsible to use/integrate this third-party software into the ViMP software only in correspondence with its individual terms. Upon request, the licenser will send them to you.
The licensee is obligated to provide the licenser the complete and correct contact information within the customer-account on www.vimp.com before the software will be downloaded. This information is stored and used confidentially in accordance with the licenser’s privacy conditions. Any changes of the licensee’s data must be updated in the account immediately.
The licensee is fully responsible for the whole operation of the software. The licenser is not allowed to share illegal content in any way. The software’s license agreement and the terms and conditions remain at any time. You as licensee herby agree to be bound to all terms and conditions contained within this Contract and to respect them.
This Contract does not entitle the licensee to receive any individual support or individual improvements/updates of the software. In addition to that, the licenser reserves the right to modify the software in upcoming versions due to his requirements without prior notice.
3. Rights and liabilities – ViMP Ultimate Extended
The licensee is entitled to:
- modify or let modify the template and style files to the full extent.
- modify or let modify the non-compiled source code of the software to the full extent.
- modify or let modify the database and/or its structure.
- add or let add new source code in existing files of the software.
- remove source code from existing files (files or folders) or whole parts of the software.
- use a second server license for the distributed use of servers on maximally two front servers.
- You are not entitled to use the software in a secured intranet or extranet environment. The website must be open to the public.
- You are not entitled to decompile or modify (e.g by patching) source code, which is available as compiled data.
- Transfer, distribute, encumber, sell, lend, lease, sublicense or otherwise transfer any part of the software. This also includes passing on or making them accessible free of charge.
- You, or a third, are not allowed to run the software on more than one portal, respectively one domain or to use it for multiple communities. You therefore need an additional license from the licenser. The creation of subdomains is allowed as well as backup servers and clustering for one single internet presence, if it all depends on the same data base.
Licensee may either act in its own interest and use and adapt the software with this Agreement for its own operation, or act on behalf of a third party. If Licensee acts on behalf of a third party, Licensee may not continue to use the software and may not make copies of the software after delivery to that party. Licensee may not distribute the software or any part thereof to more than one (1) third party. If the licensee nevertheless intends to transfer the license to more than one third party, the purchase of an additional license is required for each individual transfer. Upon transfer to a third party, the third party must immediately enter into this agreement as a new licensee. The licensee must inform the licensor immediately with all relevant information. Incorrect or missing information constitutes a gross violation of the license terms and may result in immediate termination of this license agreement by Licensor without notice or termination.
4. Licenser’s rights
The licenser has the right to use the licensee and the brand of the licensee, as well as the internet address of the licensee’s ViMP-portal, respectively the internet presence of the licensee, as a reference to other persons, for example naming it on the internet presence of the licenser. The licenser’s right to name the licensee and his brand/brands as reference also applies for public relation as well as publications in other media.
5. Beginning, duration, and completion of this Contract
This Contract continues to exist for an indefinite period of time and begins with the distribution of the software to the licensee (e.g. via download). The right to immediately terminate the contract without prior notice because of infringement of the license agreements remains. The licensee then is obligated to destroy all existing copies.
6. Ownership rights
Titles, owner rights, and rights related to intellectual property remain with the licenser and/or its suppliers. The licensee does herby recognize these rights and will not try anything to endanger, limit, or impair these rights in any way. The software is protected by copyrights, other laws for the protection of the intellectual property and by international law and contracts.
The licenser is not related and has no connection to, and knows no identity of, any person that upload content to the ViMP portal operated by the licensee. The licensee is alone responsible for any damage(s), which arise from any infringement of the legally protected rights of any third party (e.g. by abusive or unauthorized publication of contents on the portal). No additional rights for these contents are hereby granted to the licensee.
The licenser expressly points out that he is not responsible for the use and operation of the software. The licensee is the full operator and is fully responsible to the laws and regulations applicable in his area of operation or registered office.
7. Limitation of warranty
This includes liability for defect parts, liability for any harm caused by malicious software (e.g. viruses), guaranty for continuous operability of the software, and guaranty of suitability for a certain purpose etc. The licensee carries all risks regarding quality and efficiency of the software. Under no circumstances the licenser, its suppliers, its salesmen, retailers, or any person that helped develop the software's source code can be held responsible and/or made liable for any service and/or repair costs.
The licensee has the obligation to examine the software regarding usability and efficiency in respect to his intended use. The software must only be used, if the licensee accepts the limitation of warranty as outlined above.
Furthermore, the licenser and he’s suppliers, resellers, etc. cannot be held responsible for any damage, caused by this software due to (wrong or any) use of the software; this applies in particular to damage of goodwill loss, loss of work time, computer errors or downtimes. The licensee alone is responsible to back up the software and all sensitive data on a regular basis.
The licenser herby points out that he is not responsible for the content wise operation and of the software. Only the licensee is operating and controlling the software. He must make sure he does so in accordance with the rules and regulations that apply in his area of jurisdiction and/or country.
8. Exclusion of liability for environments of high risk
This software is not error-tolerant. It was not designed, planed or developed to act as an online-control-device in high risk environments which's operation depends on a critical stability without any downtime or errors acceptable. Therefore the licenser or his salesman, suppliers or partners cannot be held responsible for any damage caused in a high risk environment. The licensee accepts this exclusion of liability as a compelling precondition of the licenser.
9. General terms
This Contract represents the complete agreement between the contracting parties regarding the contractual item. The Contract and its regulations replace any previous agreements; it overrules any other previously made agreement(s) of written or verbal kind regarding the contractual item. All rights that are not explicitly regarded in this Contract remain reserved to the licenser. Changes or additions to this Contract require the written consent of both contracting parties and/or their legal representatives.
These can also be special agreements from the written offer by the licenser. In case any part of this Contract is not valid, this does not affect the other (remaining) parts of the Contract. Ineffective, invalid or futile regulations (if any) will be replaced by such regulations, which's meaning and contents are similar the most to the economical intentions of the original ones; the same applies to possible gaps of this Contract (if any).
This Contract is subjected exclusively to the law of the Federal Republic of Germany. In case of any legal dispute about or in connection with this Contract Munich (Germany) is agreed to be the area of jurisdiction.
Munich, March 23, 2018