Terms of Software License
by SlideVision GmbH, Gaudystraße 17 A, 10437 Berlin
- 1.1 SlideVision has developed certain proprietary implementations of technology to enable users to create questionnaire slides to generate leads and integrate those slides on the customer’s websites (the “Software”) as further set out on slidevision.io (the “Website”)
- 1.2 The customer of SlideVision is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or self-employed professional activity (the “Customer”, together with SlideVision the “Parties”, Customer and SlideVision each a “Party”) and who wishes to obtain a license from SlideVision for the use of the Software.
- 1.3 These Terms of Software License (the “Terms”) set out the general terms under which SlideVision grants a license for the use of the Software to the Customer.
2. Commencement and Duration
- 2.1 An agreement for the use of the Software on the basis of the Terms (the “Agreement”) comes into effect upon receipt by SlideVision of the contractual offer/order form submitted to the Customer (the “Order Form”) duly signed by the Customer, unless a different date for the commencement of the Agreement has been agreed in the Order Form. The Agreement and shall last for an indefinite period of time until terminated in accordance with the Agreement (the “Term”).
- 2.2 The Agreement may be terminated by either Party with effect from the end of a calendar month by giving four (4) weeks’ notice at least in text form according to § 126b of the German Civil Code (BGB) (e.g. by email). Further termination rights and consequences are set out in Clause Termination and Consequences.
3. Delivery and Acceptance
- 3.1 The Software is hosted on a server infrastructure licensed by SlideVision. SlideVision makes the Software available at the router exit of the data center in which the server with the Software is located (the “Transfer Point”). The Customer is responsible for the Internet connection between the Customer and the data center and the hardware and software required for this (e.g. PC, network connection).
- 3.2 Upon entry into effect of the Agreement, SlideVision will send access information and instructions to the Customer which the Customer needs for the use of the Software.
- 3.3 The Software shall be deemed accepted once the Customer has successfully accessed it.
- 4.1 SlideVision offers support services via email or in-service communication during official business hours (Monday through Friday excluding public holidays from 10 am to 6 pm in Berlin, Germany) with a response time within 24 hours. Apart from that, SlideVision usually does not offer any integration or consulting services as part of the Software license.
- 4.2 The Customer’s rights in case of defects of the Software remain unaffected.
5. License; Use of Software
- 5.1 SlideVision retains ownership of all intellectual property rights of any kind related to the Software unless explicitly granted to the Customer pursuant to these Terms.
- 5.2 Subject to successful registration for the Software and payment of agreed-upon fees, SlideVision hereby grants to the Customer the worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Software for the Term and subject to the provisions of these Terms; the Customer accepts such grant of rights (the “License”).
- 5.3 The scope of the License shall be subject to the Order Form and limited by the number of questionnaires and views of all questionnaires as agreed in the Order Form.
- 5.5 The Customer is aware that the Software contains open source components and such components are governed by the respective open source licenses available on the Website or as part of the Software or via request to SlideVision.
- 5.6 The Customer shall use the Software in accordance with the intended purpose of the Software, the provisions of these Terms, in accordance with applicable laws and within the agreed scope of the Software. In particular, the Customer shall not
- 5.6.1 make the Software available to third parties for their business operations;
- 5.6.2 modify, decompile, disassemble, reconstruct or in any other way rework the Software;
- 5.6.3 use the Software in order to develop a competing software solution or assist third parties in doing so;
- 5.6.4 use the Software to distribute illegal content and/or content that infringes the rights of third parties; and/or
- 5.6.5 sell, license, sublicense, lease, transfer or otherwise commercially exploit the Software or make it available to third parties.
- 5.7 In case of a breach by the Customer of this Clause License; Use of Software all rights granted hereunder shall automatically revert to SlideVision. Any further use of the Software by the Customer shall constitute an infringement of copyright.
- 6.1 The Customer shall pay to SlideVision the fees as agreed in the Order Form.
- 6.2 Prices do not include statutory VAT. The Customer shall be solely responsible for any applicable taxes and related costs.
- 6.3 If not otherwise agreed in the Order Form, the fee plus statutory VAT shall be payable in advance and in full at the beginning of each calendar month and due for payment within ten (10) days of the Customer’s receipt of the corresponding invoice from SlideVision. The one-time setup fee shall be payable upon entry into the Agreement and also be due within ten (10) days of the Customer’s receipt of the corresponding invoice from SlideVision. If the use of the software begins in the course of a calendar month, the monthly fee is calculated pro rata and is due for payment immediately.
- 6.4 SlideVision reserves the right to increase the agreed fees for future contractual periods. In this case SlideVision shall notify the Customer of the price increase at the latest eight (8) weeks before it becomes effective at least in text form.
- 6.5 All payments due shall be made in Euro and, unless otherwise agreed upon by the Parties, shall be made electronically by bank wire transfer to the account specified by SlideVision.
- 6.6 In addition, the customer has the option of paying by direct debit. If a payment method by direct debit is chosen, we use the SEPA direct debit procedure. SlideVision will inform the customer before the execution of a direct debit in the SEPA Direct Debit Scheme with an appropriate lead time, usually two days before.
- 7.1 The Software will be offered subject to availability. SlideVision aims at an average service availability of 99 % per calendar month. The decisive factor is the availability of the Software at the Transfer Point. SlideVision may restrict the availability of and access to the Software and functions for the security of the network operation and the maintenance of the network integrity, especially to avoid serious disruptions of the network. SlideVision tries to keep these disruptions on a low level and shall make every effort, within the limits of what is commercially reasonable, to enable the operation of the Software without further interruptions or errors.
- 7.2 The Customer shall ensure an adequate internet connection.
- 7.3 The Customers’ rights in case of defects of the Software remain unaffected.
- 8.1 SlideVision is liable without limitation within the the statutory provisions for damages
- 8.1.1 from injury to life, body or health, which are based on an intentional or negligent breach of duty or otherwise on intentional or negligent conduct of SlideVision or one of its legal representatives or agents;
- 8.1.2 due to the absence or lapse of a warranted characteristic; and/or
- 8.1.3 which are based on an intentional or grossly negligent breach of duty or otherwise on intentional or grossly negligent conduct of SlideVision or one of its legal representatives or agents.
- 8.2 SlideVision is liable, limited to compensation for the foreseeable damage typical for the contract, for such damage which is based on a slightly negligent breach of essential contractual obligations by SlideVision or one of its legal representatives or agents.
- 8.3 Within the framework of the above provisions, SlideVision is liable in the event of data loss only to the amount of damage which would also have been incurred in the event of proper, regular data backup by the Customer appropriate to the importance of the data.
- 8.4 Any further liability of SlideVision shall be excluded.
- 9.1 The Software provided by SlideVision shall be substantially in accordance with the description in the Agreement. In case of updated, upgraded or new versions, the claims for defects shall be limited to the new features of the update, upgrade or new version of the Software compared to the previous version release.
- 9.2 The Customer shall examine the Software immediately upon receipt for obvious defects and inform SlideVision immediately if those are present, otherwise claims for these defects are excluded. The same applies if such a defect becomes apparent later. § 377 of the German Commercial Code (HGB) applies as far as legally permissible. The Customer’s claims for defects against SlideVision under the Agreement are subject to a limitation period of twelve (12) months starting with the first access to the Software or update/upgrade respectively.
- 9.3 SlideVision is not accountable for defects of the Software or defects concerning the rights to the Software in case the Software was supplied or provided free of charge and the defects have not been left intentionally undisclosed.
- 9.4 The Customer shall immediately report defects of the Software to SlideVision at least in text form and support SlideVision in removing possible software defects by means such as bugs reporting or providing information that can help SlideVision to find the source of errors, to the extent available to the Customer. Details may be set out in a separate service level agreement.
- 9.5 SlideVision does not undertake additional guarantees or make representations for the Software without express confirmation.
- 9.6 Any claims for damages are subject to the limitations set out in Clause Liability.
10. Termination and Consequences
- 10.1 In addition to any other remedy available at law and the right to ordinary termination according to Clause 2.2, either Party may terminate the Agreement at least in text form with immediate effect if
- 10.1.1 the other Party breaches any representation or material obligation of the Agreement and where such breach is curable fails to cure the breach within twenty (20) bank working days (Berlin) of the receipt of a request for cure from the non-breaching Party; or
- 10.1.2 the other Party ceases or threatens to cease its business operations, or becomes insolvent, or a trustee or receiver is appointed for the Party’s assets, or the Party is struck from the commercial register or a corresponding application has been made.
- 10.2 Promptly upon termination of the Agreement and in any event within 30 days of termination each Party shall, if requested by the other Party, return or destroy all Confidential Information referred to in Clause Confidentiality.
- 10.3 The termination of the Agreement for any reason whatsoever shall not affect any unfulfilled claims that have accrued prior to or upon termination, nor shall it affect any provisions which are intended expressly or impliedly to continue after termination.
- 10.4 In case of the termination of the Agreement, any rights of use granted to the Customer for the Software shall expire immediately and the Customer shall cease to use the Software.
- 10.5 In case of the effective termination of the Agreement, which has not been caused by the infringement of a contractual obligation of the Customer, SlideVision will refund any prepaid fees to the Customer pro rata the remaining Term. In all other cases the Customer cannot claim any refunds.
- SlideVision is entitled to use the Customer’s company name and logo for reference purposes on the Website and in other promotional material to identify the Customer as a customer of SlideVision. Further uses require the prior consent of the Customer at least in text form.
- 13.1 The Parties are obliged to keep confidential all information of the other Party which they have become aware of or become aware of in connection with the Agreement and which is marked as confidential or which is recognisable as business and company secrets on the basis of other circumstances (the “Confidential Information”), not to pass it on to third parties, record or otherwise exploit it, unless the other Party has expressly consented to the disclosure or exploitation at least in text form, or the Confidential Information must be disclosed pursuant to the law, a court decision or an administrative decision. In any case, the recipient of Confidential Information shall inform the other Party in advance and without delay of any corresponding duties and/or requests for information from third parties.
- 13.2 Information shall not be considered Confidential Information within the meaning of this Clause Confidentiality if it
- 13.2.1 is generally known or becomes generally known without breach of the assumed confidentiality obligation;
- 13.2.2 was already known to the other Party before, without the information being subject to an apparent confidentiality obligation; or
- 13.2.3 is disclosed to the other Party by a third party without apparent breach of a confidentiality obligation.
- 13.3 The obligations in this Clause Confidentiality shall survive the termination of the Agreement for three (3) years.
- 14.1 The Customer may not assign or transfer any of his claims or rights under the Agreement without the prior consent of SlideVision, at least in text form.
- 14.2 In the event that the Customer is a merchant within the meaning of §§ 1 ff. HGB as is SlideVision, the Parties agree as the exclusive place of jurisdiction for all disputes arising from and in connection with the Agreement the registered office of SlideVision.
- 14.3 Should a provision of the Agreement or a part thereof be or become ineffective or should a gap in the provisions of this contract need to be filled, this shall not affect the effectiveness of the remaining provisions of the Agreement. The Parties undertake to replace any invalid provision by a provision which comes as close as possible to the legal and economic content of the invalid provision. In the same way, the Parties shall close any gap that may occur that needs to be filled.
- 14.4 The Agreement is subject to the law of the Federal Republic of Germany.
Last update: May 29, 2020