End User Licence Agreement of AutoDirector GmbH
§ 1 - Applicability of the Terms and Conditions
(1) This End User Licence Agreement (hereinafter: "EULA") is entered into between
AutoDirector GmbH (hereinafter: "AutoDirector")
Fliederweg 8a, 04416 Markkleeberg
Leipzig Local Court - HRB 43709
and you (hereinafter: "Licensee"; AutoDirector and Licensee hereinafter also: "Parties")
(2) Unless otherwise agreed, this EULA applies exclusively to the licensing of software and to pre- contractual obligations.
(3) Other services, such as the purchase, maintenance, installation or configuration of the Software, as well as consultancy and training, are not covered by this EULA. Any further services provided by AutoDirector are subject to additional terms and conditions, which can be accessed via https://mirusuite.de/.
§ 2 - Proof of business status
(1) AutoDirector's products are intended exclusively for traders within the meaning of Section 14 of the German Civil Code (BGB).
(2) AutoDirector may therefore require the Licensee to provide AutoDirector with sufficient proof of their status as a trader within the meaning of Section 14 BGB, e.g. by providing their VAT registration number or other suitable evidence. The data required for this proof must be provided by the Licensee in full and truthfully.
§ 3 - Subject matter of the contract
(1) The subject matter of this EULA is the granting of non-exclusive rights of use to the computer program "MiruSuite" (hereinafter: "Software") for a period limited to the duration of the respective licence term in accordance with § 4, depending on the licence type purchased and its scope of functions.
(2) Related services of a different nature (e.g. software maintenance, installation and configuration of the software, training) may be agreed separately between AutoDirector and the Licensee.
(3) The Licensee has no entitlement to the source code. By licensing the Software, the Licensee does not acquire ownership of the Software itself. The Software remains the intellectual property of AutoDirector at all times. The Licensee merely acquires the right to use the Software in accordance with the contract.
(4) The characteristics of the Software is conclusively determined by this EULA and the product description available on the website https://mirusuite.de as at the time of conclusion of the contract. The information is to be understood as a description of performance and not as guarantees within the meaning of Sections 442, 443 BGGB. A guarantee is only granted if it has been expressly designated as such.
(5) The Licensee has verified prior to the conclusion of the contract that the specification of the Software meets their wishes and requirements. They are aware of the essential functional features and conditions of the Software.
(6) Subsequent changes to the scope of services require a written agreement or written confirmation from AutoDirector.
(7) AutoDirector shall provide all deliveries and services in accordance with the state of the art.
§ 4 - The Licensee's Rights of Use in Respect of the Software
(1) The Software (program and User manual) is legally protected. Copyright, patent rights, trademark rights and all other intellectual property rights in the Software, as well as in other items which AutoDirector grants or makes available to the Licensee in the course of the preparation and performance of the contract shall, in the relationship between the Parties, belong exclusively to AutoDirector. Insofar as third parties hold rights, AutoDirector shall have the corresponding rights of exploitation.
(2) AutoDirector grants the Licensee a non-exclusive right, limited to the duration of the respective licence period, to use the Software to the extent granted in this EULA, including the licence certificate. The licences are machine-bound. The Software may only be used simultaneously on a maximum number of end devices corresponding to the number of licences purchased by the Licensee. Permitted use includes the installation of the Software, loading, displaying and running it, as well as its intended use by the Licensee. The number of licences, as well as the nature and scope of use, are otherwise determined by the licence certificate.
(3) The Licensee is entitled to make a backup copy of the copy of the Software provided to them. The Licensee must clearly mark the backup copy with the words 'Backup Copy' and a copyright notice from AutoDirector. The backup copy must be deleted at the end of the licence term.
(4) Furthermore, the Licensee is only entitled to reproduce, modify or decompile the Software where this is permitted by law and only if the necessary information is not made available by AutoDirector at the Licensee's request.
(5) Apart from the cases mentioned in paragraphs (3) and (4), the Licensee is not entitled to reproduce the Software.
(6) Under no circumstances shall the Licensee have the right to transfer the licensed Software or any backup copy created in accordance with paragraph (3) to third parties. In particular, the Licensee is not permitted to sell, rent or otherwise sub-license the Software, to publicly reproduce or make it available via wired or wireless means, or to make it available to third parties, whether for a fee or free of charge, e.g. by way of "Application Service Providing" or as "Software as a Service". The Licensee shall notify AutoDirector immediately if it becomes aware of any such attempts to access the Software.
(7) If the Licensee exceeds the rights of use granted under this EULA, including the licence certificate, without the prior written consent of AutoDirector, AutoDirector may demand payment of the amount attributable to such excessive use in accordance with AutoDirector's current price and terms list, which is available at https://mirusuite.de/, terminate the licence, or take other legally permissible measures. In this case, the Licensee is obliged to take immediate measures to remedy the breach of contract. AutoDirector reserves all rights to which it is entitled by law and under the contract.
(8) Copyright notices, serial numbers and other features serving to identify the Software may not be removed from or altered in the Software.
(9) Contractual items, documents, proposals, test programmes, etc. from AutoDirector that become available to the Licensee before or after the conclusion of the contract are deemed to be the intellectual property and trade and business secrets of AutoDirector. They may not be used in any way whatsoever without the written permission of AutoDirector and must be kept confidential in accordance with § 12.
(10) The Licensee acquires the same rights to modified, extended or newly created Software as to the original Software. Insofar as the newly provided software replaces Software already delivered, the rights granted to the previous Software shall expire at the time the new Software becomes usable.
(11) Following activation of the Software, AutoDirector shall verify every two months that the Software is being used properly by the Licensee, in particular to ensure that the Licensee is using the Software within the scope of the rights acquired. The check is carried out automatically via a reactivation of the Software in accordance with § 5. If, during the check, AutoDirector determines that the number of licences acquired has been exceeded or that the Licensee has otherwise materially breached the contractual provisions, the Licensee shall bear the costs of the check. § $4(7)$ applies.
§ 5 - Activation
(1) The software or the licence server must be activated on the end device. Identification takes place via the activation code, which AutoDirector, or upon conclusion of the subscription via a certified reseller - the reseller provides to the Licensee and sends to the Licensee's email address.
(2) To activate the Software, the Licensee requires internet access, and device-specific information is sent in encrypted form to the AutoDirector server so that AutoDirector can assign the device-specific instance.
(3) If the Licensee does not have internet access, AutoDirector provides solutions for offline activation. In such cases, the Licensee must notify AutoDirector via their order email address at support@mirusuite.com. If the Licensee has taken out the subscription through a certified reseller, they must attach the order invoice to the email.
(4) The Licensee may transfer the licence to a new device. In such cases, the Licensee must notify AutoDirector at support@mirusuite.com using the email address provided when placing the order. If the Licensee has taken out the subscription via a certified reseller, the Licensee must attach the order invoice to the email. In such a case, AutoDirector will delete the stored device key within three days.
§ 6 - Licence period and termination of contract
(1) The licence period corresponds to the respective contract term for the software subscription that the Licensee has taken out via the AutoDirector online shop or through a certified reseller.
(2) Furthermore, this contract may be terminated in writing by either party without notice for good cause. Good cause entitling AutoDirector to terminate the contract shall be deemed to exist in particular if the Licensee infringes AutoDirector's rights of use by using the software beyond the scope permitted under this EULA and fails to remedy the infringement within a reasonable period following a formal notice from AutoDirector. Where the Licensee uses the software for unlawful purposes, a formal notice from AutoDirector is not required.
(3) In the event of termination or upon expiry of the term of the subscription, the Licensee must cease using the Software and remove all installed copies of the Software from their computers, and must, at AutoDirector's discretion, immediately return any backup copies created or destroy them.
§ 7 - Updates
(1) AutoDirector will, where possible, provide the Licensee with updates during the term of the contract. The Licensee will be informed in good time of any new updates. The installation of updates is the responsibility of the Licensee.
(2) The updates serve to continuously improve the Software, adapting it to general technical developments and User requirements. Following an update, new software functions may therefore become available, and existing functions may differ in terms of their operation or User interface.
(3) The Licensee is advised to install an update within 30 calendar days of its release in accordance with paragraph (1). AutoDirector reserves the right to charge the Licensee for any additional costs incurred in the provision of services following the expiry of this period as a result of an outdated version of the Software.
§ 8 - Free Trial Subscription
(1) AutoDirector offers interested parties (hereinafter: "User") a free trial subscription to the Software (hereinafter: "Trial Subscription"), which may be cancelled at any time with immediate effect. During this Trial Subscription, the User may test the software within the intended scope of functions without paying a licence fee.
(2) The User has no claim to demand that AutoDirector grant them a Trial Subscription.
(3) A prerequisite for the Trial Subscription is that the User has not previously been a licensee of the software and that the Software has not previously been installed on the device in question. AutoDirector is entitled to access information that the User has provided to AutoDirector in connection with a previous licence (such as the device ID, payment method or email address) in order to determine whether a licence previously existed.
(4) The Trial Subscription lasts for two (2) weeks. The Trial Subscription ends automatically at the end of the specified trial period, without the need for notice of termination. Upon termination of the Trial Subscription, the User's right to use the Software ceases, unless the User subsequently actively purchases a paid licence or subscription in accordance with AutoDirector's applicable terms and conditions.
(5) The scope, range of functions and duration of the Trial Subscription are determined by AutoDirector and communicated to the User before the Trial Subscription begins. AutoDirector is entitled to restrict the range of functions of the Software provided as part of the Trial Subscription compared to the regular version and to change this at any time. The Software shall not be used for commercial purposes, but only for testing purposes. To ensure this, the Software automatically shuts down every 5 (five) minutes.
(6) AutoDirector reserves the right to amend, restrict or terminate the Trial Subscription at any time, provided there is a valid reason for doing so, in particular in the event of misuse of the Trial Subscription or a breach of the provisions of this EULA.
(7) AutoDirector does not guarantee that all functions of the Software will be available during the Trial Subscription or that the software will be provided without interruption or free from errors.
(8) The Software is provided free of charge during the Trial Subscription. To the extent permitted by law, AutoDirector accepts no liability for material defects or defects of title in the software during the Trial Subscription and shall only be liable for intent and gross negligence, as well as in cases where liability is mandatory under law.
(9) In all other respects, all provisions of this EULA apply accordingly to the use of the software during the Trial Subscription, unless otherwise specified in this paragraph.
§ 9 - Obligations of the Licensee
(1) The Licensee shall thoroughly test the software for suitability for use in the specific situation before commencing operational use. This also applies to Software that the Licensee receives from AutoDirector as part of subsequent performance and any updates.
(2) The Licensee shall take appropriate precautions (e.g. through data backup, fault diagnosis, regular checking of results) in the event that the Software fails to function properly, either in whole or in part. It is the Licensee's responsibility to ensure the proper functioning of the Software's operating environment. In doing so, the Licensee must, in particular, make the necessary adjustments to their firewall, virus protection or similar data protection mechanisms, as well as to their network or server. AutoDirector does not bear the risk of the Software being incompatible with the Licensee's existing software or hardware.
(3) The Licensee is obliged to notify AutoDirector in writing of any defects in the Software immediately upon their discovery. In the case of material defects, this must be done with a description of when the defects occurred and the specific circumstances.
§ 10 - Warranty
(1) AutoDirector warrants that the Software complies with the contractually agreed specifications, or otherwise with the standard quality of the software, and that this quality is maintained throughout the licence period, as well as that no third-party rights preclude the use of the Software in accordance with the contract. AutoDirector shall remedy any material defects or defects of title in the leased item within a reasonable time. Not every error inherent in the Software constitutes a material defect. A functional impairment of the Software resulting from hardware defects, environmental conditions, incorrect operation or similar on the part of the Licensee does not constitute a defect. An insignificant reduction in quality shall be insignificant.
(2) The Licensee is obliged to inspect all items delivered by AutoDirector immediately upon delivery or upon being made available, in accordance with the provisions of German commercial law (Section 377 of the German Commercial Code (HGB)), and to give written notice of any defects identified, providing a detailed description of the fault. In the case of material defects, this must include a description of when the defects occurred and the specific circumstances.
(3) In the event of a material defect, AutoDirector is initially entitled to supplementary performance. Supplementary performance shall be carried out, at AutoDirector's discretion, by rectifying the defect, by supplying software that is free from the defect, or by AutoDirector identifying reasonable measures to avoid the effects of the defect. In the context of the delivery of defect-free software, the Licensee shall, where applicable, accept a new version of the Software, unless this leads to unreasonable disruption. The installation of software (patches or new versions) is the responsibility of the Licensee.
(4) AutoDirector may remedy the defect at the Licensee's premises, at its own premises, or via remote maintenance, at its discretion. The Licensee shall ensure, at its own expense, that the necessary technical requirements are met and shall grant AutoDirector online access to the Software following appropriate prior notification. AutoDirector shall also fulfil its obligation to remedy defects by making updates equipped with an automatic installation routine available for download on its website and by offering the Licensee telephone support to resolve any installation problems that may arise, unless this results in an unreasonable inconvenience to the Licensee.
(5) AutoDirector's warranty is excluded to the extent that the Licensee makes changes to the Software without AutoDirector's prior written consent. Changes include, in particular but not exclusively, modifications to the source code, the program libraries and the configuration of the Software. AutoDirector accepts no liability for defects or damage resulting from such changes.
(6) AutoDirector may claim additional costs arising from the Software being modified, used outside the specified environment, or operated incorrectly. AutoDirector may claim reimbursement of expenses if no defect is found or if a fault is reported inadequately or incorrectly. The burden of proof lies with the Licensee.
(7) If the Licensee claims damages or reimbursement of wasted expenditure, AutoDirector shall be liable in accordance with § 11.
(8) The limitation period for warranty claims - with the exception of claims for damages under warranty law is 12 (twelve) months. The limitation period for all claims for damages by the Licensee is also 12 (twelve) months, with the exception of claims arising from intentional or grossly negligent conduct, claims for damage to life, limb and health, and claims under the Product Liability Act (ProdHaftG). The limitation period begins upon notification and activation of the access data for the download area.
§ 11 - Liability
(1) AutoDirector shall pay compensation for damages or reimbursement of wasted
expenditure, regardless of the legal basis (e.g. arising from contractual and quasi-contractual
obligations, material defects and defects of title, breach of duty and tort), only to the
following extent:
a) AutoDirector shall be liable without limitation
a. in cases of intent or gross negligence,
b. to the extent of any guarantee assumed by AutoDirector,
c. for injury to life, limb or health,
d. in accordance with the provisions (and to the extent) of the
ProdHaftG, and
e. in other cases where liability is mandatory under law.
b) In the event of a breach of a cardinal obligation due to simple negligence (i.e. an obligation
the fulfilment of which is essential for the proper performance of the contract, on the observance
of which the Parties regularly rely and are entitled to rely, and the breach of which jeopardises
the achievement of the purpose of the contract), AutoDirector shall be liable for the typical
damage foreseeable at the time the contract was concluded. AutoDirector shall not be liable for
the slightly negligent breach of any other obligations.
(2) AutoDirector reserves the right to raise the defence of contributory negligence. In particular, the Licensee is obliged to back up data and to protect against malware in accordance with the current state of the art. AutoDirector shall be liable for the loss of data in cases of slight negligence under the conditions and to the extent set out in paragraph (1)(b) only if the Licensee has carried out a daily data backup. Liability is excluded for data loss or hardware malfunctions caused by the incompatibility of components on the Licensee's PC system with the Software, and for system malfunctions that may arise from existing misconfigurations or older, disruptive drivers that have not been completely removed.
(3) The above limitation of liability also applies to the personal liability of AutoDirector's employees, agents and bodies.
§ 12 - Confidentiality
(1) The Parties undertake to keep the other party's Confidential Information strictly and unconditionally confidential and to protect it by means of appropriate technical and organisational measures.
(2) "Confidential Information" means all information and documents of a Party that are marked as confidential or are to be regarded as confidential in the circumstances, in particular information relating to the respective Party's products, including object codes, documentation and other records, operational processes, business relationships and know-how.
(3) Excluded from the duty of confidentiality in paragraph (1) is any Confidential
Information
a. which the recipient can prove was already known to them at the time of conclusion of the
contract or which subsequently becomes known to them from a third party without this constituting
a breach of a confidentiality agreement, statutory provisions or official orders;
b. which is publicly known at the time of conclusion of the contract or is subsequently made
public, provided this is not due to a breach of this contract;
c. which must be disclosed due to legal obligations or by order of a court or public authority.
Where permitted and practicable, the recipient required to disclose the information shall notify
the other party in advance and give them the opportunity to challenge the disclosure.
(4) The parties shall only grant access to Confidential Information to such advisers who are bound by professional secrecy or who have previously been subject to confidentiality obligations corresponding to those of this EULA. Furthermore, the parties shall only disclose the Confidential Information to those employees who need to know it for the performance of this contract and shall also bind such employees to confidentiality to the extent permitted by employment law, even after their departure.
§ 13 - Data Protection
(1) AutoDirector, its bodies and employees are obliged to observe data protection and to maintain confidentiality. They are therefore prohibited from processing or using personal data outside the scope of the lawful performance of their duties. This also applies to data that comes to the knowledge of AutoDirector, the body or the employee in the course of their work for customers or suppliers. This obligation shall remain in force even in the event of a change in duties and after the termination of the employment or service relationship.
(2) The Licensee shall only make the subject matter of the contract accessible to employees and other third parties who require access in order to perform their duties. The Licensee shall instruct these persons regarding the need for confidentiality regarding the subject matter.
(3) AutoDirector shall process the Licensee's data required for the conduct of business in compliance with data protection regulations.
(4) The parties assume that AutoDirector will not become aware of any personal data relating to the Licensee. Should this change, AutoDirector shall act on behalf of the Licensee in accordance with Article 28 of the GDPR. AutoDirector shall therefore use the personal data only within the scope of this contract or other written instructions from the Licensee and in accordance with data protection regulations; the engagement of subcontractors in areas where personal data may be processed requires the written consent of the Licensee on a case-by-case basis. The parties are then obliged to conclude a data processing agreement in accordance with Article 28 of the GDPR
§ 14 - Final Provisions
(1) Amendments to this EULA shall be submitted to the Licensee in writing no later than two months before the proposed date on which they are to take effect. The Licensee's consent shall be deemed to have been given if they have not notified AutoDirector in writing of their objection before the proposed date on which the amendments are to take effect. AutoDirector shall draw attention to this effect of consent in the notification. Any individual contractual provisions between the Licensee and AutoDirector cannot be brought about by this amendment.
(2) The Licensee may only set off claims that have been recognised in writing by AutoDirector or that have been legally established. Except in the context of Section 354a HGB, the Licensee may only assign claims arising from this contract to third parties with the prior written consent of AutoDirector.
(3) The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention).
(4) The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be the registered office of AutoDirector.
(5) In the event that the contract between AutoDirector and the Licensee is terminated
- for whatever legal reason - those provisions shall continue to apply which, in accordance with
their meaning and purpose, would justify their continued validity even after the termination of
the mutual obligations to perform. These include, in particular, the following sections of this
EULA:
a. Provisions on confidentiality and data protection;
b. Provisions on liability;
c. Final provisions.
(6) This EULA is provided in German and English. Only the German version is authoritative. The English version is provided for information purposes only. In the event of any contradictions, discrepancies, ambiguities or doubts as to interpretation between the German and English versions, the German version shall prevail.
