General Terms and Conditions for Software Licensing
The following General Terms and Conditions for Software Licensing ("General Terms") apply to you (hereinafter “Licensee“) and the encoord entity identified in the Purchase Form referencing these General Terms (“Purchase Form” and together with these General Terms, this “Agreement”) (herinafter “Licensor“) for provision of the software identified in the Purchase Form (“Software”).
§ 1 Subject
(1) The subject of the contract is the provision of and payment for the Software in object code form only, together with any user manuals, documentation, or other related materials (“Documentation”) and the provision of any customer support, and software maintenance and upgrades (“Support”), in each case as further described in the Purchase Form.
(2) With respect to Documentation, the Licensor shall provide the Licensee with installation instructions and a user manual.
(3) The installation of the Software is not owed by the Licensor.
§ 2 Delivery and Installation
(1) The Software shall be delivered to the Licensee via a download link or any other mechanism reasonably designated by the Licensor.
(2) The software shall be installed by the Licensee.
(3) The Licensee is aware that the installation and the use of the Software may be subject to certain minimum operating and compatibility requirements [LINK], which may be updated by the Licensor from time to time. (4) The Licensor will use commercially reasonable efforts to provide the Support, if any, in accordance with the Purchase Form. Except as set forth in the Purchase Form, the Licensee has no rights to any Support, including any updates, upgrades, extensions, or enhancements to the Software developed by the Licensor. The provision of Support, if any, will be subject to the Licensor’s then-current support policies.
§ 3 Remuneration
(1) The Licensee shall pay all fees set forth in the applicable Purchase Form in accordance therewith.
(2) The Licensee is solely liable for any and all taxes arising in connection with its purchases of licenses to Software or services hereunder other than any federal, state, local, or other taxes based on or measured by the Licensor’s net income or receipts. All fees are exclusive of federal, state, or local taxes, or other sales, use, statutory value-added tax, excise, personal property, or other similar taxes.
(3) Except as set forth in a Purchase Form, all amounts due hereunder will be invoiced by the Licensor. Unless otherwise expressly agreed to in a Purchase Form, payment terms shall be net 30 days from the date of an invoice, which the Licensee may pay via bank transfer, or any other mechanism reasonably designated by Licensor. All additional payment instructions are set forth in the Purchase Form or the applicable invoice.
(4) The Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. The Licensor may, at its own expense, on reasonable prior notice, periodically inspect and audit the Licensee's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that the Licensee has underpaid the Licensor with respect to any amounts due and payable during the term, the Licensee shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 3(3). The Licensee shall pay for the costs of the audit if the audit determines that the Licensee's underpayment equals or exceeds 5% for any annual period. Such inspection and auditing rights will extend throughout the term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.
§ 4 Granting of Rights/Blocking of Use
(1) The Licensor grants to the Licensee a non-exclusive, non-transferable (except as set forth in Section 11(3) (Transfers; Assignment)) license to use and, subject to any limitations set forth in the Purchase Form, copy the Software and the Documentation set forth in the Purchase Form during the period set forth in such Purchase Form, solely for the internal business operations of the Licensee.
(2) The Software is protected by a License Management System. Licenses are placed on a license container, which can be either in the form of a physical USB-dongle ("DongleHard Container"), or a digital container that can be activated on a physical or virtual machine chosen by the Licensee (“Soft Container”), or a cloud container that is hosted on a machine in the internet and that requires continuous internet connection to access the licenses placed on the container (“Cloud Containter”) . The digital Soft Container container is bound to the machine where it was generated and cannot be moved to a different machine. The license container is an integral part of the License Management System. Any replacement of the a Dongle Hard Container or reactivation of a digital containerSoft Container constitutes a reacquisition of the License and is subject to the Licensor‘s container replacement fee as quoted in the Purchase Form. Any attempt to evade the restrictions imposed by the License Management System constitutes a copyright infringement and a material breach of the agreement.
(3) The Licensee shall not, directly or indirectly: (a) use the Software or Documentation except as set forth in this Section 4 or in the Purchase Form; (b) copy, modify, translate, adapt, or otherwise create derivative works or improvements, in whole or in part, whether or not patentable, of the Software or Documentation; (c) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (e) remove, alter, or obscure any product identification, proprietary, copyright or other notices provided on or with the Software or Documentation; (f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, or any Documentation, for any reason, to any other person or entity, including any subcontractor, independent contractor, or affiliate; (g) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, entity or estate, or in violation of any law, regulation, or rule; or (h) use the Software or Documentation for purposes of competitive analysis of the Software or any other Licensor product, service, technology, or other offering, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage; (i) upload, post or transmit into the Software any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information, artwork or content of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, or violate, dilute or infringe the intellectual property rights or any other rights of any person, entity or estate; (j) post or transmit into the Software any information, content or software which is subject to any open source or freeware license or contains a virus, cancelbot, Trojan horse, worm or other harmful component; (k) use the Software in a way that could harm the Software or impair anyone else’s use of it; (l) use the Software in a way intended to disrupt its functionality or work around its technical limitations or usage limits; or (m) use the Software for High Risk Activities. “High Risk Activities” means workloads or applications used to control or operate activities with a likelihood of injury or death, which may include controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario where failure could lead to personal injury, death, or environmental damage.
(4) The Licensee is not entitled to remove or circumvent the existing protective mechanisms of the program against unauthorized use.
(5) Notwithstanding anything herein to the contrary, Open Source Software is licensed to the Licensee under such Open Source Software’s own applicable license terms, which can be found in the third-party-notices.txt file or as otherwise set forth in the Documentation, as applicable. These Open Source Software license terms are intended to be consistent with the license granted in Section 4, and may contain additional rights benefiting the Licensee. The Open Source Software license terms shall take precedence over this Agreement to the extent that this Agreement imposes greater restrictions on the Licensee than the applicable Open Source Software license terms. “Open Source Software” means software components embedded in the Software and provided under separate license terms, which can be found either in the third-party-notices.txt file (or similar file) provided within the Software or as otherwise provided in the Documentation.
(6) The Software and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of the Licensor and its licensors. The Licensee’s rights to use the Software and Documentation shall be limited to those expressly granted in this Agreement. No other rights with respect to the Software or any related Intellectual Property Rights are implied. The Licensee is not authorized to use (and the Licensee may not permit any third party to use) the Software, Documentation, or any portion thereof except as expressly authorized by this Agreement. The Licensor and its licensors reserve all rights not expressly granted to the Licensee. The Licensor does not transfer any ownership rights in any Software. “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks and service marks (together with all goodwill related to the foregoing), trade secrets, know how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.
(7) Notwithstanding the foregoing, decompiling the Software is permitted to the extent applicable law gives the Licensee the express right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, the Licensee must first request such information from the Licensor, provide all reasonably requested information to allow the Licensor to assess the Licensee’s claim, and the Licensor may, in its discretion, either provide such interoperability information to the Licensee, impose reasonable conditions, including a reasonable fee, on such use of the Software, or offer to provide alternatives to ensure that the Licensor’s proprietary rights in the Software are protected and to reduce any adverse impact on the Licensor’s proprietary rights.
§ 5 Infringements
(1) Subject to the remainder of this Section 5, the Licensor shall indemnify the Licensee at the Licensor’s own expense against all liabilities and losses incurred from any suits, proceedings or claims by third parties to the extent arising from infringements of Intellectual Property Rights for which the Licensor is responsible. The Licensee shall inform the Licensor without culpable delay of any claims asserted by third parties. If they do not inform the Licensor without culpable delay about the asserted claims, this claim for exemption expires. The Licensee (a) may, at its own expense, assist in such defense if it so chooses, provided that the Licensor will control such defense and all negotiations relative to the settlement of any such claim, and (b) shall reasonably cooperate in the defense of such claim.
(2) In the event of a third-party claim that the use of the Software infringes a third-party’s Intellectual Property Rights, the Licensor may – without prejudice to any claims for damages by the Licensee – at the Licensor’s own discretion and expense with regard to the service concerned a) make changes to the Software to remove any allegedly infringing portion thereof, or b) acquire the necessary rights of use for the Licensee.
(3) Claims for defects due to the Infringement of Property Rights shall only exist insofar as and the Licensor will have no obligation under this Section 5 or otherwise with respect to any claim based on: (a) any Intellectual Property Right claim not published in Europe or USA, (b) a combination of Software with non-Licensor products (other than non-Licensor products that are listed on an Purchase Form and used in an unmodified form); (c) use for a purpose or in a manner for which the Software was not designed; (d) use of any older version of the Software when use of a newer version would have avoided the infringement; (e) any modification to the Software made without the Licensor’s express written approval; (f) any claim that relates to Open Source Software or any derivatives or other adaptations thereof; or (g) any Software provided on a no charge, beta or evaluation basis.
(4) The provisions in this Section 5 set forth the Licensee’s sole and exclusive remedy and the Licensor’s sole and exclusive obligation with respect to the infringement of any Intellectual Property Rights.
§ 6 Duration/Returns/Canceling
(1) The Software is provided for an agreed upon term as specified in the Purchase Form.
(2) (a) The Licensor may terminate this Agreement upon written notice to the Licensee if: (i) the Licensee fails to pay any portion of the fees under an applicable Purchase Form within thirty (30) days after receiving written notice from Licensor that payment is past due; or (ii) the Licensee breaches any other provision of this Agreement and fails to cure within thirty (30) days after receipt of the Licensor’s written notice thereof. (b) The Licensee may terminate this Agreement if the Licensor breaches any provision of this Agreement and fails to cure within thirty (30) days after receipt of the Licensee’s written notice thereof.
(3) If the Licensee terminates their license prematurely, they remain obliged to pay the license fee for the entire term as agreed in the Purchase Form.
(4) Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (a) becomes insolvent, or becomes subject to control of a trustee, receiver, or similar authority; or (b) becomes subject to any bankruptcy or insolvency proceeding.
(5) Upon termination of this Agreement: (a) all rights to all Software and Documentation granted to the Licensee under this Agreement will immediately cease; and (b) the Licensee must, (i) cease all use of all Software, (ii) return any hard license containers, (iii) confirm the removal of all Software (including copies) to the Licensor, and (iv) return, or if requested by the other party, destroy, any Confidential Information (as defined below in Section 7) in the other party’s possession or control. Any provision will survive any termination or expiration if, by its nature and context, it is intended to survive, including Sections 3, 4(3), 4(4), 4(6), 5(4), 6(3), 6(5), 7, 8(2), 9, 10, and 11.
§ 7 Confidentiality
(1) “Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (a) information regarding the Licensor‘s pricing, product roadmaps, or strategic marketing plans; and (b) non-public materials relating to the Software.
(2) The Recipient may use Confidential Information of the Discloser: (a) to exercise its rights and perform its obligations under this Agreement; or (b) in connection with the parties’ ongoing business relationship. The Recipient will not use any Confidential Information of the Discloser for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Discloser only to the employees or contractors of the Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Recipient’s duty hereunder. The Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.
(3) The Recipient’s obligations under Section 7(2) with respect to any Confidential Information will terminate if the Recipient can show by written records that such information: (a) was already known to the Recipient at the time of disclosure by the Discloser; (b) was disclosed to the Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Recipient has become, generally available to the public; or (d) was independently developed by the Recipient without access to, or use of, the Discloser’s Information. In addition, the Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that the Recipient notifies the Discloser of such required disclosure promptly and in writing and cooperates with the Discloser, at the Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure, and, in any event, discloses the minimum amount of Confidential Information required in order to comply with such law or order.
§ 8 Material and Legal Defects
(1) Technical data, specifications, and performance specifications in public statements, in particular in advertising material, shall not be deemed to be quality specifications. The functionality of the Software is solely based on the description in the Documentation. The Licensor warrants to the Licensee that the Software will, during the term of the applicable Purchase Form, following notice of availability for electronic download or delivery (“Warranty Period”), substantially conform to the applicable Documentation and this Agreement, provided that the Software: (a) has been properly installed and used at all times in accordance with the applicable Documentation; and (b) has not been modified or added to by persons other than the Licensor or its authorized representative. As the Licensee’s sole and exclusive remedy for any breach of the foregoing warranty (i) during the Warranty Period, the Licensor will use commercially reasonable efforts to either replace that Software or correct any reproducible error in that Software reported to the Licensor by the Licensee in writing during the Warranty Period and (ii) if the Licensor determines that it is unable to correct the error or replace the Software, the Licensor will refund to the Licensee the amount paid by the Licensee for that Software on a pro-rata basis, in which case this Agreement for such Software will terminate. The Licensor shall not be in breach of the foregoing warranty if a nonconformance occurs after the Warranty Period or is caused by a modification, update, add-on, integration, product, or service not provided by the Licensor or the adaptation of the Software to changed operating conditions and technical and functional developments, such as changes to the IT environment, in particular changes to the hardware or operating system, adaptation to the functional scope of competing products or the creation of compatibility with new data formats.
(2) OTHER THAN THE WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS AGREEMENT, AND HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITATION TO ANY OF THE FOREGOING, THE LICENSOR MAKES NO WARRANTY OF ANY KIND THAT SOFTWARE OR THE DOCUMENTATION, OR ANY PRODUCTS, SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET THE LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITATION TO ANY OF THE FOREGOING, NEITHER THE LICENSOR NOR ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY OBLIGATION OR LIABILITY FOR, AND THE LICENSOR HEREBY EXPRESSLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, ANY AND ALL LIABILITY FOR ANY LOSS, DISCLOSURE, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, RECOVERY OF, OR UNAUTHORIZED ACCESS TO, THE LICENSEE’S CONTENT, DATA, DOCUMENTS, FILES, INFORMATION, MATERIALS OR OTHER PROPERTY IN CONNECTION WITH THE USE OF SOFTWARE OR ANY DOCUMENTATION.
§ 9 Licensee Liability
The Licensee is responsible and liable for all uses of Software and the Documentation resulting from access provided by the Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Licensee is responsible for all acts and omissions of its users, and any act or omission by any user that would constitute a breach of this Agreement if taken by the Licensee will be deemed a breach of this Agreement by the Licensee. The Licensee shall take reasonable efforts to make all users aware of this Agreement’s provisions as applicable to such user’s use of the Software and any Documentation, and shall cause users to comply with such provisions. Without limiting the foregoing, the Licensee shall indemnify, defend, and hold harmless the Licensor, its affiliates, and its and their respective officers, directors, managers, shareholders, members, employees, representatives, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, suits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) the Licensee’s use or misuse of the Software or the Documentation, (b) the Licensee violation of law or infringement, violation or misappropriation of any Intellectual Property Right or other right of any person, entity or estate; or (c) the Licensee breach of this Agreement. In the event the Licensor seeks indemnification or defense from the Licensee under this provision, the Licensor will promptly notify the Licensee in writing of the claim(s) brought against the Licensor for which the Licensor seeks indemnification or defense. The Licensor reserves the right, at the Licensor’s option and in the Licensor’s sole discretion, to assume full control of the defense of claims with legal counsel of the Licensor’s choice. The Licensee may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by the Licensor or bind the Licensor in any manner, without the Licensor’s prior written consent. In the event the Licensor assumes control of the defense of such claim, the Licensor will not settle any such claim requiring payment from the Licensee without the Licensee’s prior written approval (not to be unreasonably withheld, conditioned or delayed).
§ 10 General Liability
(1) TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE.
(2) EXCEPT FOR INDEMNIFICATION, BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OR BREACH OF APPLICABLE LAWS, NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT WILL, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO THE LICENSOR BY THE LICENSEE IN THE PRECEDING TWELVE (12) MONTHS UNDER THE PURCHASE FORM UNDER WHICH THE LIABILITY ARISES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE LICENSOR OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(3) Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person or entity (whether a party to this Agreement or not) other than as expressly set out in this Agreement.
(4) Nothing in this Agreement shall in any way limit or exclude a party’s liability for death or personal injury, for fraud or fraudulent misrepresentation, or lack of title, or for any other matter for which it may not as a matter of applicable law limit or exclude liability.
§11 Miscellaneous Provisions
(1) Subject to Section 11(10), the terms of this Agreement (a) constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, (b) supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter, and (c) prevail over any terms or conditions contained in any other documentation related to the subject matter of this Agreement.
(2) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement. Such unenforceable term or provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable term or provision is modified or disregarded in accordance with this Section, the rest of this Agreement is to remain in effect as written, and the unenforceable term or provision is to remain as written in any circumstances or jurisdictions other than those in which the provision is held to be unenforceable.
(3) Either party may assign this Agreement in its entirety to (a) its affiliate, or (b) any successor entity in the event of such party’s transfer of all or substantially all of its assets or stock, merger, or other business combination or change of control. Any other attempted assignment or transfer will be void. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and permitted assigns, and nothing in this Agreement, express or implied, confers on any other person (including any retailer or customer) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
(4) No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(5) Unless otherwise expressly provided herein, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. In the event breaches or threatens to breach Section 4 or Section 7, the Licensor shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
(6) There are no subsidiary agreements to this Agreement. General terms and conditions of the other party shall not apply to this contract. This shall also apply if such conditions are not expressly contradicted. Amendments and supplements to this contract must be made in writing. This formal requirement can only be waived by written agreement.
(7) Each party shall comply with all laws applicable, export control regulations, employment regulations, laws applicable to environment, health & safety, anti-corruption/ anti-bribery, and anti-trust/ competition law. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US, Germany, or in the country where the Software was provided by the Licensor to the Licensee.
(8) Any notices required or permitted under the terms of this Agreement or required by law will (unless otherwise provided) be in writing and will be delivered in person, or sent by registered mail or email to the respective contact persons indicated in the applicable Purchase Form, as may be updated from time to time upon notification by one party to the other party. Any such notice will be considered to have been given at the time of actual delivery in person or, if sent by email, at the time of transmittal, or within five (5) days after it was mailed in the manner specified above. Notwithstanding the foregoing, any notice delivered by the Licensor to the Licensee under this Agreement may be delivered via mail or email.
(9) The parties acknowledge and agree that any translations of this Agreement are made solely for convenience purposes. The parties acknowledge and agree that the English language version of this Agreement shall control in all respects as to the correct interpretation of all of the terms and provisions hereof.
(10) With respect to any inconsistency between these General Terms and the Purchase Form, the terms of the Purchase Form shall supersede and control over any conflicting or additional terms and conditions of these General Terms.
(11) The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the plural includes the singular and vice versa; the word “including” means “including but not limited to” and the word “or” is not exclusive.
(12) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Disputes will be resolved in accordance with the dispute resolution procedures set forth in the Purchase Form. This Agreement will be interpreted and enforced in accordance with the laws of the jurisdiction set forth in the Purchase Form.