Software Licensing Agreement
G DATA Software AG, its Affiliates and Licensees (hereafter “G DATA”) is willing to license this Software (hereafter “SOFTWARE”) to you as a user (hereafter “USER”) provided that you accept all of the terms of this License agreement. Read the terms of this agreement carefully. By clicking the referring button you accept this license agreement as a legal and enforceable contract between USER and G DATA according to the following provisions. If you don´t agree, click on the respective button and do not use or install or store this software on any PC.
“Signature- Updates”: Content used by G DATA products which is updated after release by G DATA, i.e. signatures defining viruses, spy-, crime- or other malware, listings defining antiphishing- or antispam- threats, firewall rules and further more.
“Documentation”: All End-User documentation G DATA provides with the SOFTWARE.
“License Certificate”: The G DATA license certificate that G DATA provides with the SOFTWARE or any document or written agreement issued by G DATA to USER expressing the number of Licenses and their duration. In the case of consumer products such information is usually visible on the packages or in the fact sheet referring to such product.
“Software-Update”: Any version of the SOFTWARE that has been released by G DATA to the public and which replaces the prior version of the SOFTWARE.
“License”: The right to use the SOFTWARE on one device (PC -physical or virtual-, Cellphone, Organizer, Tablet PC etc.). A License is called “in use”, if the Software is loaded to direct access memory (RAM) of any device or installed on or copied to its permanent storage.
“Access Data”: All registration numbers, usernames, passwords etc. that comes with the SOFTWARE or will be received from G DATA (i.e. to get access to Signature-Updates or Software-Updates) by using the SOFTWARE.
2. Right of Use
According to the terms and conditions of this License Agreement, G DATA grants USER a non-exclusive, limited and - according to the provisions in this agreement- transferable License to use the SOFTWARE solely for USERs internal business operations in the quantities and for the duration described in the License Certificate, and the right to make a single uninstalled copy of the SOFTWARE for archival purposes which USER may use and install for disaster-recovery purposes. This Right of use expressly includes the use of all Signature-Updates and Software–Updates referring to the SOFTWARE G DATA will release to the public during the duration stated in the License Certificate.
USER is not entitled to use or install the software on more PC than stated in the License Certificate. The License Certificate shall constitute proof of USERs right to use the SOFTWARE for the duration and to the extent of the number of licenses stated in the License Certificate.
USER is not entitled (i) to use, copy, modify, rent, lease, sublicense, sell, transfer or make the SOFTWARE otherwise available to third parties except as expressly provided in this license agreement, (ii) to create any derivate of the SOFTWARE or any software or product based on the SOFTWARE, (iii) to reverse engineer, decompile or disassemble the SOFTWARE, (iv) to discloses any Access Data to third parties.
The SOFTWARE is the proprietary property of G DATA or its licensors and is protected by copyright law. G DATA and its licensors retain any and all rights, title and interest in and to the SOFTWARE, including in all copies, improvements, enhancements, modifications and derivative works of the SOFTWARE. The rights to use the SOFTWARE shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to USER are retained by G DATA and/or its licensors. The right of use stated on section 2 of this agreement is granted solely after USER has completed all payments for such rights.
If G DATA provides the SOFTWARE to USER on tangible media, G DATA warrants that the media upon which the SOFTWARE is recorded will not be defective under normal use, for a period of ninety (90) days from delivery. G DATA will replace any defective media returned to G DATA within the warranty period at no charge to USER. The above warranty is inapplicable in the event the SOFTWARE media becomes defective due to unauthorized use of the SOFTWARE.
G DATA warrants that the SOFTWARE, as delivered by G DATA and when used in accordance with the Documentation, will substantially conform to the Documentation for a period of ninety (90) days from delivery. If the SOFTWARE does not comply with this warranty and such non-compliance is reported by USER to G DATA within the ninety (90) day warranty period, G DATA will do one of the following, selected at G DATA’s reasonable discretion: either (i) repair the SOFTWARE, (ii) replace the SOFTWARE with software of substantially the same functionality, or (iii) terminate this License Agreement and refund the relevant license fees paid for such non-compliant SOFTWARE. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication.
To the maximum extent permitted by applicable law, the warranties set forth in this license agreement Are the exclusive Warranties to USER and are in lieu of all warranties, wether express or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a certain purpose and noninfringement of intellectual property rights.. G DATA makes no warranties or representations that the SOFTWARE, its Software-Updates or Signature-Updates will always met the requirements of the USER will run uninterrupted or error free under all conditions. USER may have other or additional warranty rights according to USERs local law.
To the maximum extent permitted by applicable law, in no event G DATA, its Licensors, suppliers, resellers agents or employees will be liable to USER for any costs according to any losses or damages wether arising directly or indirectly out of the use of the SOFTWARE or this license agreement, even if G DTA has been advised that such loss or damage might occur. In no case G DATAs liability may exceed the fees USER has paid for the SOFTWARE. Nothing in this license agreement shall operate so as to exclude G DATAs liability to USER for death or personal injury arising out of negligence or for any other liability which cannot be excluded or limited by law.
The above disclaimers and limitations will apply regardless of wether or not USER accepts the SOFTWARE, its Signature-Updates or Software-updates. USER is solely responsible for the compliance with, and agrees to comply with, all applicable laws, rules, and regulations in connection with USERs use of the SOFTWARE.
Under this License Agreement G DATA has no obligation to provide support or maintenance for the SOFTWARE. Any support or maintenance for the SOFTWARE is subject to G DATA’s then-current support or maintenance policies.
This License Agreement shall terminate upon USERs breach of any term contained herein. Upon termination, USER shall immediately stop using and destroy all copies of the SOFTWARE.
USER is entitled to transfer all rights granted by this license agreement to any third party provided G DATA has agreed to such transfer in writing.
8. License Audit
An auditor, selected by G DATA and reasonably acceptable by USER, may, upon reasonable notice and during normal business hours, but not more often than once each year, inspect USERS records and deployment in order to confirm that USERS use of the SOFTWARE complies with this license agreement and the applicable License Certificate. G DATA shall bear the costs of any such audit, except where the audit demonstrates that USERs non-compliant usage exceeds five percent of the licenses stated in the License Certificate. In such case, in addition to purchasing appropriate licenses, USER shall reimburse G DATA for the auditor’s reasonable actual fees for such audit.
9. Governing Law
This license agreement will be governed by the laws of Germany. UN purchasing law is not applicable. If any provision of this license agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this license agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
10. Third Party Software
This SOFTWARE may contain third party software that are available under open source or free software licenses. This license agreement does not alter any rights or obligations USER may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this license agreement shall also apply to such third party software.
11. Additional Terms
This license agreement and any the License Certificate related to the SOFTWARE are the complete and exclusive agreement between USER and G DATA relating to the SOFTWARE and supersede any previous oral or written communications, proposals, and representations with respect to its subject matter. This license agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by USER. This license agreement may only be modified by a License Certificate or any other written and mutually signed agreements that accompanies or follows this license agreement.
G DATA Software AG, 2016