General Business and License Conditionsof
VISCODA GmbH, in the following denoted as "VISCODA", is a company developing software for film and television production and offering services in the field of consultation, research and development of algorithms and individual software in the area of digital image processing, computer vision, 3D scene analysis and real time 3D visualization.
The software products developed by VISCODA are summarized in the following as "software" and other customized services as "service".
§ 1 Field of Application
1) The General Business and License Conditions provided here, in the following denoted as "GBLC", apply to all present and future contracts with VISCODA in connection with the licensing and application of software as well as with the provision of services.
2) The GBLC are considered as part of all contracts between VISCODA and its clients unless differently agreed.
3) The GBLC are regarded as accepted by the client with the placing of an order and applies for the duration of the agreement or contract.
§ 2 Offer, Scope of Delivery and Scope of Services
1) Offers of VISCODA are subject to change without notice and without obligation until the placing of an order by the client.
2) The software corresponds to the current product description and documentation available on the VISCODA web page.
3) Type and amount of provided services are primarily specified by the offer made by VISCODA, and secondarily by the written confirmation of the order by VISCODA. The offer may be based on an accepted specification of services or on a requirement specification, if available. In this case , the specification will be clearly denoted. Modifications or extensions of offers or contracts must be given in written form.
4) VISCODA may assign services or parts thereof to subcontractors.
§ 3 Use of the Software
1) Demo Version
VISCODA grants a free, non exclusive right of use for the downloaded demo version of the software for evaluation and test purposes. The demo version of the software is subject to functional restrictions. The demo version is used on the users own risk. Any kind of a commercial or productive use of the demo version of the software is only permitted after the purchase of a license and the associated license key.
2) Software License and License Key
The extension of the right of use for the software and the lift of the functional restrictions of the demo version requires a software license.
3) Single User License
A Single User License grants the right to have one installed copy of the software on one computer owned by or under control of the license holder and to execute it by one user at a time. Simultaneous execution of the software by multiple users, whether on a networked system or by any other technical ways, is prohibited. A purchased license may be transferred to another computer provided that the software is not used on two or more computers concurrently under the same license.
4) Multi User License
A Multi User License (Concurrent Use License) grants the right to install copies of the software and to concurrently execute it on more than one computer of the license holder. The number of installed copies as well as the number of concurrent users executing the software is limited to the number of users specified by the license.
§ 4 Power of Revocation (only for Consumers)
1) Right to Revocation
As a consumer the client will have a legal "cooling off period" during which the client may revoke his order for any reason without statements of reasons. This period is up to two weeks and begins after the receipt of this instruction to the right to revocation in text form (e.g. mail, fax, e-mail), however not before the client receives the product and not before contract conclusion and also not before VISCODA fulfills the duties to supply information according to § 312c para. 2 BGB (German Civil Code) associated with § 1 para. 1, 2 and 4 BGB-InfoV. For keeping the punctual sending off of the revocation meets the period of revocation. The revocation must be directed to the address specified at the end of the GBLC.
2) Legal Consequences
If the client exercises the above right to revocation, the client is required to return the relevant products to VISCODA including fruits thereof and VISCODA is required to reimburse the clients prepayments including fruits thereof (e.g. interests). If the client is not able to return the products or if the products are defective, the client is required to pay compensation. This can lead to the fact that the client has to fulfill his contractual obligation for the period up to the revocation. Obligations for the refund of payments must be fulfilled within 30 days. The period begins for the client with the date of posting the notice of revocation or of the date of dispatching the returned products, and for VISCODA with its or their receipt.
3) Special Notes
The client has no right to revocation, if the client has ordered software and has unsealed the software, or the client has ordered bespoke or customized products made specifically to clients order or customers needs, or can not be returned because of their nature, e.g. download products.
§ 5 Obligations of the Client
1) The clients of VISCODA are so far obliged to the co-operation, as it is necessary for the normal completion of the respective order.In particular all data necessary for the execution of the order are complete to be handed over completely, correctly, and in a timely manner, so that sufficient processing time remains to VISCODA. The same applies to notifications about all events and circumstances, which could be of importance to the execution of the order.
2) In the process of the ordering procedure the client is obliged to provide VISCODA with all data necessary for a smooth completion of the order such as name, address, e-mail address, telephone number, and to inform VISCODA immediately about changes. VISCODA cannot be held responsible for delays in delivery caused by the indication of unfounded or incomplete data by the client.
3) The client is responsible for the protection of his client account data - in particular the passwords - against unauthorized access by third parties.
4) If the client breaches one of his duties arising from paragraph 1) or from other matters, or if he comes into delay with the acceptance of the goods and services offered by VISCODA, VISCODA has the right to specify an appropriate time limit with the explanation that VISCODA will reject the continuation of the contract at expiration of the term. If the time limit expires without success, VISCODA may terminate the contract without previous notice. This does not affect VISCODAs claims for compensation of damages or additional expenditure caused by the delay or by the breach of duty, even if VISCODA does not make use of its right of termination.
§ 6 Property Right and Copyright
1) The software is property of VISCODA and is protected by Copyright Act, protective rights, and other legal provisions as well as Laws and Arrangements about intellectual property. VISCODA reserves all rights concerning the software, particularly copy rights, patent rights, trademarks, and other commercial and further protective rights of the software, the documentation, as well as modifications of these. The client does not get the property of the software or the documentation but a right to use.
2) Copy protection mechanisms, identifications, trademarks, property notes, serial numbers and other features for identification must under no circumstances be erased .
3) Modification, adaption or translation of the software is prohibited. It is also prohibited to de-compile or disassemble the software or to try to somehow get the source code of the software.
4) The client is obliged to prevent unauthorized access of third parties to the licensed software, to the associated license key as well as to backup copies by suitable precautions. The employees of the client are to be referred expressly to comply with the present GBLC as well with the copyrights.
5) All goods and services including documents remain property of VISCODA until payment is completed.
§ 7 Resale and Transfer
1) The client is not allowed to rent, lease, lend, or sub-license the software. However, the client is allowed to transfer his or her license to another natural or legal entity, given the receiving entity agrees to these GBLC and manifests this towards the client. In the case of transfer the client must give a copy of the software and the accompanying license key to the recipient. Furthermore the client must delete all his remaining copies of the licensed software and the license key..
2) In case of a transfer of the right to use to a third party the client is not allowed to use the software any more.
3) VISCODA permits the free distribution of the demo version of the software to a third party.
§ 8 Warranty
1) VISCODA and the client agree in the fact that it is not possible to develop and make error free software which is applicable under all conditions.
2) VISCODA ensures according to the terms of § 434 BGB (German Civil Code) that the software is suitable for the application specified in the documentation, which the client has received, and has been made with necessary accuracy and expertise.
3) VISCODA does not give guarantee for the fact that the software collaborates with other software packages used by the client.
4) Independently of the contract type of the respective assignment has the client, with priority as far as possible, a claim on supplementary performance. VISCODA will repair errors of the software including the documentation, which do not only insignificantly impair the intended use, after appropriate report by the client. VISCODA will carry out the supplementary performance of its own choice either by rectification or by replacement.
5) If VISCODA is not able or willing to rectify or replace the software or if the rectification or replacement is delayed beyond appropriate time limits set by the client or if the rectification or replacement fails for any other reasons the client get the right to withdraw the contract with VISCODA or to reduce the license fee.
6) VISCODA does not guarantee that the software does not violate protective rights of a third party unless the protective rights violation is done grossly negligent or culpably.
7) The legal warranty period of 12 months for commercial clients and of 24 months for not commercial clients is valid. The guarantee begins with the supply and/or decrease.
§ 9 Liability
1) VISCODA is only liable, if the client asserts claims for damages, that are based on intent and gross negligence, including intent and gross negligence of our employee, representatives and assistants. As far as no deliberate violation of contract is charged, the payment of damages adhesion is limited to the predictable, typically entering damage.
2) For slight negligence VISCODA is only responsible, if VISCODA violates a substantial contract obligation and if the damage is based on a only by VISCODA controllable risk. In both cases the claim is limited for the reason and the height of such a damage, whose entrance was predictable under the circumstances at the time the contract was concluded.
3) VISCODA is not liable for damage and defects, which are based on a violation of duties of the client according to § 5 of this GBLC.
4) VISCODA is not liable for damage, including lost profit and damages, which are based on the use or impossible use of the software or the service. This with the exception that the damage was caused by VISCODA by intent and gross negligence.
5) VISCODA is not responsible for damage, which has been caused at the supplied software self. In particular VISCODA assume no liability for lost data or consequential damages.
6) For competitive tortious claims the provisions according to § 9 of this GBLC are valid. An additional liability of VISCODA is excluded.
§ 10 Support
VISCODA is not obliged for maintenance of the software. VISCODA will offer free updates of the software for error corrections at one's own discretion.
§ 11 Secrecy and Data Protection
1) VISCODA and the assigning client commit mutually to keep any information and documents that contain business or trade secrets, or are to be called confidential, while and after completion of the business relations in confidence. This is also valid for employee, representatives and assistants of the contracting parties.
2) VISCODA is prohibited to use personal data unauthorized for another than the purpose to fulfill the respective task. to which the personal data belongs, to admit or to make accessible to third parties or use otherwise. This restrictions consist also after completion of the present contract. The client can require free of charge and at any time information about his stored data (amount, purposes, further receivers), and can arrange to delete, correct or close them.
§ 12 Applicable Law and Court of Jurisdiction
1) These conditions are subject to the law of the Federal Republic of Germany. The regulations of the convention of the United Nations on contracts over the international goods purchase are excluded.
2) If the customer is a commercial client or a legal entity or a special property under public law the exclusive court of jurisdiction is the domicile of VISCODA for all claims arising from this contract. This applies also to persons, who do not have a court of jurisdiction in Germany, or to persons who moved outside Germany after conclusion of the contract, or to persons whose domicile is unknown when the lawsuit is filed.
§ 13 Other Conditions
1) Versions of these GBLC in other languages than German serve only for translation purposes. In case of interpretation problems and linguistically caused discrepancies between the foreign and the German version, the German version of these GBLC is relevant.
2) For questions to this GBLC, for establishing contacts as well as for all reports related to this GBLC, following address is valid:
Tel. +49 511 762 8640