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License Agreement

for PARTS-PUBLISHER Offline Viewer Software Programs

This agreement is between you, the user of the software (hereinafter „Licensee“), and Quanos Service Solutions GmbH, Landsberger Str. 57, 82266 Inning am Ammersee (OT Stegen), Germany (hereinafter „Quanos“). Please read this agreement carefully. If you confirm your acceptance at the end of this text, you agree with all terms and conditions of this agreement.  

1. Scope

Subject matter of the agreement. The following terms and conditions apply to the licensing of PARTS-PUBLISHER Offline Viewer software programs as an executable version in object code (hereinafter “Software”). These are software programs which, based on a data medium, with or without installation from e.g. CD or DVD data media, enable electronic reading of fully created offline catalogues.

2. Software Licensing / Rights of Use

2.1. Rights of use. Quanos grants the Licensee a non-exclusive and non-transferable right to install and use the Software for the sole purpose of electronically reading catalogues which have been created by a production software program of the Quanos product family.  

​​​​​​​2.2. Duration of the right of use. The term of use is limited to the period of time during which the Licensee owns or possesses catalogues within the meaning of section 2.1 above.

2.3. Restrictions and prohibitions on use. The following actions by the Licensee are not authorized:

2.3.1. Modification, adaptation, translation, processing, arrangement or other reworking of the Software as well as copying of the results generated by such actions, unless these actions are necessary for the intended use of the Software, including the correction of errors by the persons authorized to use the program, and Quanos has not offered, and in the event of commissioning, carried out the elimination of the obstacle to intended use within a reasonable time;

2.3.2. Disassembly, decompilation, reverse engineering, or use of another process to obtain the source code, unless these actions are necessary for achieving the interoperability of an independently created computer program with other programs and Quanos has not provided the necessary information within a reasonable period;

2.3.3. Copying of the Software with the following exceptions: installation and execution pursuant to section 2.1 above, creation of a backup copy, which must be marked as such;

2.3.4. Removal or alteration of trademarks, copyright notices or other proprietary notices from the Software;

2.3.5. Sale, endowment, lending, renting, leasing or otherwise handing the Software over to a third party on a perpetual or temporary basis;

2.3.6. Use of the Software on behalf of a third party, e.g., as software as a service (SaaS) or as an application service provider (ASP);

2.3.7. the development, modification or arrangement of a catalogue system similar to the Parts Publisher system through analyzing the structures created by the Parts Publisher system.

2.4. Contractual commitment. The copyright provisions contained in this section 2 also bind the parties under the law of obligations.

2.5. Infringement of rights. The Licensee will inform Quanos without undue delay as soon as the Licensee becomes aware of the breach of an industrial property right or copyright to or in the Software or the disclosure of user identities or passwords to unauthorized users.

2.6. Audit rights. Quanos has the right to conduct audits in consultation with the Licensee or to have audits conducted by an auditor to be named on a case-by-case basis in order to assess the Licensee's compliance with the terms of use. In particular, Quanos is entitled to confirm the Licensee's compliance with these terms of use through audits at the Licensee’s premises, which must regularly be announced in a timely manner.

2.7. Commitments of the users. The Licensee will obligate the authorized users to undertake to comply with the terms of use of this agreement. The declaration of commitment must be in text format and be submitted to Quanos upon request.

3. Industrial Property Rights / Copyrights

Quanos and its licensors own all copyrights and industrial property rights to the Software. If the Licensee becomes aware of breaches of Quanos' or Quanos’ licensors rights, the Licensee will inform Quanos without undue delay.

4. Confidentiality

The Licensee undertakes to maintain strictest confidentiality about all information on the Software, including methods and processes, and all documents concerning the Software, and shall take all action to prevent unauthorized access to the Software by third parties. 

5. Export Controls

In the event that the Licensee is contractually authorized, and intends, to export software programs and hardware received from Quanos or from Quanos’ distribution partners, customers or licensees, the Licensee shall comply with all applicable export control laws. The Licensee shall make available to Quanos all information and declarations which Quanos requires to comply with all applicable export control laws.

6. Final Provisions

6.1. Severability clause. Should individual provisions of the agreement be or become invalid in whole or in part, the effectiveness of the remaining provisions will not be affected thereby. In such an event, the parties undertake to replace the invalid provision with a valid provision that comes as close as possible to fulfilling the economic intent and purpose of the invalid provision. The same applies to any loopholes in the agreement.

6.2. Place of jurisdiction. Starnberg, Germany, is the exclusive place of jurisdiction for all disputes from or in connection with the agreement. Quanos may also bring legal action at the Licensee's domicile or any other competent court.

6.3. Applicable law. This agreement is construed in accordance with and governed by the laws of the Federal Republic of Germany, with the exception of those regulations regarding the choice of applicable law, which would lead to the application of another legal system. The applicability of the CISG (UN Convention on Contracts for the International Sale of Goods) is excluded.           

 

Version as of December 2020