valid as of: April 24, 2015
1.1 INTERSHOP grants the USER the single, non-exclusive right to use the delivered Intershop Software (hereinafter referred to as the SOFTWARE) as defined by the terms and conditions of this Agreement.
1.2 The USER is obligated to pay the license fee according to the current Intershop price list and in return receives one license key to use the SOFTWARE in accordance with the terms and conditions of the respective license agreement and this INTERSHOP Developer License Agreement.
1.3 The SOFTWARE may be used for development purposes only, as well as for internal training and demonstration of the SOFTWARE to prospective customers or for evaluation of the SOFTWARE. The SOFTWARE may not be used for any commercial purposes, including but not limited to test, quality assurance, editing, staging, high availability/ standby, or production. If the User has purchased an Extended Test License, the individual license agreement may allow for use for the purpose of test of (a) new customized code (Test) or (b) new releases (Quality Assurance), provided however solely in support of a duly licensed production instance.
1.4 The usage right according to this Agreement is limited to 1 (one) Developer Seat, unless otherwise specified the agreement. The number of cores per Seat is limited to 4 (four) cores. A Core is a functional unit within a central processing unit (CPU) that interprets and executes instructions. A CPU may contain one or more Cores (e.g. single, dual, quad, hexa etc.). Of relevance is the number of Cores that is recognized by the operating system and used for the Software. The limitation of this subsection (4) shall not apply to Extended Test Licenses. In that case, the number of installations is limited to 2 and the total number of cores to 40.
1.5 The USER agrees not to transfer ownership of the SOFTWARE to third parties. Transfer of the right to use the SOFTWARE as part of a continuous obligation (e.g. rental, leasing) to third parties is likewise prohibited, especially use of the SOFTWARE in live production environment.
1.6 Only these general terms and conditions apply. Terms and conditions of the party receiving the software for future use (subsequently referred to as the “User”) are not valid, even if not explicitly stated by Intershop. The terms and conditions presented in this document also apply if Intershop knowingly renders services due that are in conflict with the User’s terms and conditions.
The right to use the SOFTWARE is unlimited in time.
INTERSHOP will communicate a license code to the USER to enable the USER to use the SOFTWARE. The validity of this license code is limited to the period of one year commencing with the complete payment of the license fee. On the USER’s request INTERSHOP will extend the validity of this license code for another year exempt from charges.
3.1 The USER shall acknowledge the copyrights of INTERSHOP and thus its exclusive rights of use and exploitation of the SOFTWARE.
3.2 The USER shall acknowledge the brand, trademark, name and patent rights of INTERSHOP to the SOFTWARE and the associated documentation and thus its exclusive rights of use and exploitation. He or third parties acting on behalf of USER shall be prohibited from removing, changing or otherwise obliterating copyright notices and notices relating to existing industrial property rights.
4.1 The USER shall have the right to reproduce the supplied SOFTWARE if such reproduction is necessary for using the SOFTWARE. Necessary reproduction shall include installation of the SOFTWARE from the original data carrier to the mass memory of the hardware used and loading of the SOFTWARE into the working memory.
4.2 In addition, the USER shall have the right to reproduce the SOFTWARE for backup purposes. However, only one backup copy may in principle be created and stored. This backup copy shall be indicated as such.
4.3 If, for reasons of data security or to ensure rapid reactivation of the computer system after a system failure, regular backup of the entire data resources, including the computer programs used, is indispensable, the USER shall have the right to make the mandatory number of backup copies required. The data carriers in question shall be indicated accordingly. The backup copies may only be used for purely archiving purposes.
4.4 In case the contractual agreed number of developer seats is explicitly unlimited, USER may use the license key for several installations.
4.5 Further reproductions, which also include output of the program code to a printer and photocopying of the manual, may not be made by the USER. Any additional manuals that are required for employees shall be obtained from INTERSHOP. Costs related hereto shall be borne by USER.
5.1 Retranslation of the provided program codes into other forms of code (decompiling) and other types of reverse engineering activities on the various production levels of the software, including any program modification, by the USER shall be prohibited, unless this is done to rectify serious errors within the scope of the contractual usage rights, in particular such errors that cannot be circumvented by organizational or other reasonable aids.
5.2 The actions in accordance with section 1 may only be provided for commercially active third parties who are potential competitors of INTERSHOP if INTERSHOP Professional (Consulting) Service cannot or does not wish to make the necessary program modification in exchange for a reasonable consideration. INTERSHOP Professional (Consulting) Service shall be granted an adequate period of time to examine whether to accept the order and shall be notified of the name of the third party.
5.3 Copyright notices, serial numbers and other features used for program identification may not be removed or changed. Removal of any copy protection or similar protective routines shall not be permitted without the prior written approval of INTERSHOP.
6.1 SOFTWARE may be provided to third parties only as a whole, permanently and after completely discontinuing his own use thereof, but not as part of continuous obligations. Before the SOFTWARE can be disseminated, the written consent of INTERSHOP shall be obtained; INTERSHOP shall not withhold said consent unreasonably.
6.2 Upon applying for consent, the USER shall submit a written affirmation (statutory declaration in lieu of an oath) from his acquirer to the effect that the acquirer undertakes himself towards INTERSHOP to the provisions on use and dissemination as complying at said time with the existing general standard and special terms and conditions of INTERSHOP. The USER shall notify INTERSHOP of the name and address of the acquirer. The USER shall hand over all versions of the SOFTWARE. The USER transferring the SOFTWARE shall hand over all the backup copies in his possession to the acquirer or destroy them immediately.
6.3 The USER may transfer to an acquirer only the rights to use INTERSHOP SOFTWARE that were originally granted by INTERSHOP to USER. The USER shall ensure, via a written contract that the limits of the rights granted by such a transfer, i.e. original rights to use software granted by INTERSHOP, are transparent to the third party.
7.1 INTERSHOP or a third party authorized by INTERSHOP shall have the right to inspect use of the SOFTWARE by the USER in order to determine the licensed Software and the backup copies made as well as the parameters licensed therefore on which the SOFTWARE is run. Therefore, the USER shall enable INTERSHOP to examine whether the SOFTWARE is properly deployed, and in particular whether the USER uses the program within the limits of the license acquired by the USER in terms of quality and quantity. For this purpose, the USER shall provide INTERSHOP with information, grant INTERSHOP access to documents and records, and enable inspections of the hardware and software environment.
7.2 To this end, the USER shall generate an “audit log file” at the request of INTERSHOP and send it back to INTERSHOP. The audit log file consists of a number of parameters, including but not limited the number of seats on which the Software is run, and shall not contain personal data. INTERSHOP reserves the right to conduct an on-site license audit after prior and appropriate notice during normal business hours. INTERSHOP shall observe the confidentiality of the information obtained in this regard and safeguard the interests of the USER in reasonably ensuring non-disclosure of his business secrets.
7.3 If the USER does not fulfill his obligation to send back the audit log file, INTERSHOP reserves the right to conduct an on-site license audit after prior and appropriate notice during normal business hours. INTERSHOP shall observe the confidentiality of the information obtained in this regard and safeguard the interests of the USER in reasonably ensuring non-disclosure of his business secrets.
8.1 In case of a violation of the obligations laid out in this Agreement, specifically in case of use of the SOFTWARE in a commercial environment, the USER agrees to pay INTERSHOP the license fees chargeable for a full online store.
8.2 In case of a violation of this Agreement according to subsection 1, INTERSHOP is furthermore entitled to terminate the Agreement immediately. In this case, the SOFTWARE including documentation and manuals shall be returned to INTERSHOP immediately. The USER is responsible for all shipping costs in this case.
8.3 INTERSHOP reserves the right to claim additional damages.
9.1 The parties agree on the Law of the Federal Republic of Germany as the applicable law for all disputes arising in connection with this Agreement. The UN law on sales (CISG) shall not apply.
9.2 The place of jurisdiction for all claims arising in connection with this Agreement shall be Jena.
9.3 Any amendments or changes to this Agreement shall not be valid unless in writing and signed by both parties. This requirement is particularly valid on the modification or waiver of the above provision.
9.4 If a provision in the present Agreement is ineffective, the effectiveness of the other provisions shall not be affected thereby. If the present Agreement contains a loophole, this is to be filled by an arrangement which most approximates what the parties would have intended had they considered this point.
