Last date of change: 2023-09-12
1 Subject of the Contract: The license terms of syntevo GmbH (hereinafter called "LICENSOR") are applied for the concession of the rights of use for the entire or partly use of the object code of the software SmartGit (hereinafter called "SOFTWARE") to contractors, juristic persons under public law or official fund assets in terms of §310 in conjunction with §14 BGB [Civil Code] (hereinafter called "LICENSEE"). Herewith the inclusion of LICENSEE's own terms and conditions is contradicted, unless their validity has explicitly been agreed to.
2 Scope of the Rights of Use
2.1 The following terms are valid for the assignment and use of SOFTWARE including any documentation and the license file (a file that is custom-made for each individual granting of a license, the file being necessary for the operation of SOFTWARE).
2.2 They are not valid for additional services such as installation, integration, parameterization and customization of SOFTWARE to the LICENSEE's requirements.
2.3 If LICENSOR has granted a "lifetime" license, LICENSEE may use any new SOFTWARE version which has been released by LICENSOR until SOFTWARE has reached its end of life. It's at the sole discretion of LICENSOR to declare SOFTWARE's end of life.
2.4 If LICENSEE is a company or any other kind of juristic person, the use of SOFTWARE is strictly limited to individuals directly affiliated with LICENSEE. An affiliated individual encompasses employees, contractors, members, or any other persons who have an official association with LICENSEE in a recognized capacity, collectively referred to as "STAFF" hereafter. It is the responsibility of LICENSEE to ensure that SOFTWARE can exclusively be accessed and used only by its STAFF. LICENSEE must undertake measures to prevent unauthorized access and use. Any breaches or deviations from this clause may lead to consequences as specified in subsequent sections of this license agreement.
3 Rights of Use
3.1 SOFTWARE is partly copyrighted in favour of LICENSOR and partly in favour of other holders of rights.
3.2 SOFTWARE is handed over to LICENSEE for its intended use. The scope of the intended use as well as the kind and scope of the rights of use result from the assignment contract and said license terms. They especially depend on whether LICENSEE gets a
3.2.1 If a SOFTWARE Commercial License is agreed-upon with LICENSEE, LICENSOR grants LICENSEE the worldwide, non-exclusive, non-transferable right to have SOFTWARE used by the agreed-upon number of users nameable on demand, that means to have SOFTWARE saved, loaded, displayed and run permanently or temporarily. If LICENSEE is a company or any other legally recognized entity, every such user must belong to STAFF, as defined in 2.4.
184.108.40.206 Each user (person) must be nameable on demand. Each user can be replaced by another user known by name only once in a calendar month. From that time on, said first user must not use SOFTWARE anymore and said second user may start to use SOFTWARE. LICENSEE is responsible to perform suitable measures to ensure that the number of users known by name at no time exceeds the number of the agreed-upon licenses.
220.127.116.11 Each user may use his assigned license on up to 5 different machines, regardless whether SOFTWARE is installed on a server, used by a terminal server, by a network share, or is installed on a Machine or virtual machine (each use counts).
18.104.22.168 If the Commercial License has been purchased with a one-time fee, it is granted permanently (for an unlimited period of time), limited by clause 7.
22.214.171.124 If the Commercial License has been purchased by a subscription, it is only valid for the agreed-upon subscription period, limited by clause 7. The subscription extends automatically by the subscription period. Both, LICENSEE and LICENSOR, can cancel the subscription at any time; the termination will become effective at the end of the subscription period.
3.2.2 SOFTWARE Non-Commercial License can only be agreed-upon with a natural person.
126.96.36.199 If a SOFTWARE Non-Commercial License is agreed-upon with LICENSEE, LICENSOR grants to LICENSEE the non-exclusive, non-transferable right, which is limited according to the terms of clause 7 and terminated according to the terms of clause 188.8.131.52, to have SOFTWARE used
184.108.40.206 The Non-Commercial License is only valid for the latest version of SOFTWARE as it is published on LICENSOR's website and for all versions which have been first published not earlier than 6 months prior to the latest published version ('License Transition Period'). SOFTWARE may contain a feature which enforces the termination of the Non-Commercial License for older versions by making them stop working after the License Transition Period.
3.2.3 SOFTWARE Hobby-Use License can only be agreed-upon with a natural person.
220.127.116.11 If a SOFTWARE Hobby-Use License is agreed-upon with LICENSEE, LICENSOR grants to LICENSEE the non-exclusive, non-transferable right, which is limited according to the terms of clause 7 and terminated according to the terms of clause 18.104.22.168, to have SOFTWARE used
22.214.171.124 The Hobby-Use License is only valid for the latest version of SOFTWARE as it is published on LICENSOR's website and for all versions which have been first published not earlier than 6 months prior to the latest published version ('License Transition Period'). SOFTWARE may contain a feature which enforces the termination of the Hobby-Use License for older versions by making them stop working after the License Transition Period.
126.96.36.199 Notwithstanding any other provision in this Agreement, the LICENSOR reserves the right to remotely deactivate or terminate the SOFTWARE Hobby-Use License at its sole discretion if the LICENSEE repeatedly attempts to access repositories that do not comply with the criteria set out in clause 188.8.131.52.
3.3 LICENSEE undertakes to take care that the intended use of SOFTWARE is assured by appropriate technical and organizational measures.
3.4 LICENSEE is obliged to back up the data orderly and regularly (especially with respect to working copies and repositories).
3.5 LICENSEE is entitled to produce one backup from SOFTWARE.
3.6 LICENSEE is not entitled to translate, process, arrange SOFTWARE differently or adapt or alter it and to copy the achieved results.
3.7 LICENSEE is not entitled to distribute SOFTWARE. This comprises any form of sublicensing, especially selling, letting, leasing or lending. Passing on the license file, a digitally signed file containing name and address of LICENSEE which allows the technical exploitation of SOFTWARE, is also considered to be a form of distribution.
3.8 LICENSEE is not entitled to make SOFTWARE publicly accessible in such a way that it is accessible to the public at any place and at any time.
3.9 LICENSEE undertakes not to decompile SOFTWARE.
4.1 If SOFTWARE is handed over only for test purposes, LICENSOR grants LICENSEE the non-exclusive, non-transferable right, limited to the test period of thirty-one (31) days, to have a non-registered copy of SOFTWARE (demo) used on a arbitrary number of single-user computers or on a central server or via terminal server clients by a arbitrary number of users simultaneously for test purposes only, that means not productively, which again means to have SOFTWARE saved, loaded, displayed and run permanently or temporarily.
4.2 The demo of SOFTWARE includes a function that terminates the use of SOFTWARE after the expiration of the test period. After the payment of the agreed-upon license fee and the agreement to said license terms within the agreed-upon scope, this function is deactivated and LICENSEE gets the agreed-upon rights of use according to these license terms. Bypassing this technical protective function results in an immediate loss of all conceded rights of use. In this case a termination according to clause 5 is no longer applicable.
5 On-line Functionality
5.1 SOFTWARE contains features which will automatically connect to LICENSOR's servers to
For this purpose, the license certificate is transferred for verification. The transferred data also contains the user's Git email address. All other transferred data DON'T contain POTENTIALLY SENSITIVE INFORMATION.
5.2 Only upon user confirmation SOFTWARE will send a full "bug report" to LICENSOR for investigation. The contents of a full "bug report" may contain POTENTIALLY SENSITIVE INFORMATION and should be reviewed by LICENSEE before sending.
5.4 SOFTWARE comes with an optional "on-premise license server" component, which may be made available to the LICENSEE at the sole discretion of the LICENSOR. The on-premise license server provides services to retrieve SOFTWARE license certificates, without the need to distribute the license file to all users or requiring to get access to the Internet. The on-premise license server is deployed using a couple of artifacts, including but not limited to: source code, binaries, and the master license file.
5.4.1 The on-premise license server may or may not restrict usage to the number of users agreed upon by the LICENSEE. The LICENSEE is responsible for regularly checking the number of active users, at least once in a quarter. If the number of users exceeds the agreed limit, the LICENSEE must inform the LICENSOR. In this case, the LICENSOR may charge for the users exceeding the limit.
5.4.2 Access to the services of the on-premise license server must be limited to STAFF, as defined in 2.4. This involves utilizing technologies such as virtual private networks to guarantee that access to these services from external sources is not possible. Under no circumstances should the services be made accessible to the public on the Internet.
5.4.3 Access to the artifacts of the on-premise license server must only be granted to those STAFF members who are responsible for software license management for SmartGit. It is particularly important to protect the master license file and restrict access to the smallest amount of STAFF members. If any of the artifacts from the on-premise license server become leaked due to the negligence or actions of the LICENSEE, the LICENSOR retains the right to seek compensation for any damages incurred.
5.4.4 The on-premise server master license file must only be used with a single on-premise server instance.
6.1 When SOFTWARE is handed over cost-free or for test purposes, LICENSOR is only liable in case that malice or gross negligence are blamed on him.
6.2 LICENSEE's rights on indemnification due to a certain lack are excluded, if, for example, he has known the lack at the conclusion of the contract, especially when there had been a test phase before that date. If LICENSEE has not known of a lack due to gross negligence, he can only claim rights with respect to that lack if LICENSOR had fraudulently concealed the lack or had taken over a guarantee for the quality of that object.
6.3 In case of data loss LICENSOR is only liable for the effort that would have been necessary for the recovery of the data, provided that the data backup was properly executed by LICENSEE.
6.4 If a third party asserts rights against LICENSEE because of claimed infringement of SOFTWARE, LICENSEE is entitled to the rights defined in the corresponding sales contract. In case there is no sales contract or no such stipulation in the sales contract, LICENSOR is liable as follows:
LICENSEE's other claims regarding section 6.2 remain unaffected.
However this only applies, if LICENSEE immediately notifies LICENSOR about the claims of the third party, does not accept any claimed infringement and either leaves any legal actions, including possible out-of-court arrangements, to LICENSOR or only consummates them in agreement with LICENSOR.
7 Termination of the Rights of Use
7.1 The subscription license according to 184.108.40.206 can be terminated by either party with written notice on the agreed-upon period.
7.2 If LICENSEE culpably and materially violates the agreed-upon rights of use or intellectual property rights of the entitled person, LICENSOR can cancel the rights to use the respective SOFTWARE. In this case the license fee will not be refunded.
7.3 The Non-Commercial License terminates automatically if the usage of SOFTWARE is not considered non-commercial any more according to clause 3.2.2.
7.4 In case of cancellation LICENSEE is obliged to destroy the original of SOFTWARE affected by the cancellation including any documentation and all copies or to return them to LICENSOR. If demanded by LICENSOR, LICENSEE will deliver a statement certifying the destruction.
7.5 The other legal provisions remain untouched.
8 Applicable Law and Place of Jurisdiction
8.1 The law of the Federal Republic of Germany is applicable for all legal relationships of the parties excluding the laws on the international sale of goods.
8.2 LICENSOR has the right to change this license agreement for new SOFTWARE versions. By using these new SOFTWARE versions the new license agreement supersedes any older one.
8.3 If LICENSEE is a merchant, a juristic person under public law or a person having special property under public law, the exclusive place of jurisdiction for all disputes from this contract will be LICENSOR's place of business. The same is applicable for the case when LICENSEE does not have a domestic place of general jurisdiction in Germany or LICENSOR's residence or habitual abode are not known at the time of filing an action. LICENSOR's capacity to apply to the court of a different place of jurisdiction remains untouched.
9 The following third parties have rights on parts of SOFTWARE:
LICENSEE is obliged to abide by these third parties license terms. Consequently they are part of this license agreement.