Keller.io Software License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. BY INSTALLING, COPYING OR USING ALL OR PART OF THIS SOFTWARE, YOU (HEREINAFTER "CUSTOMER"), THE INDIVIDUAL OR ENTITY THAT DOWNLOADED OR INSTALLED THIS SOFTWARE, ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL, COPY OR USE THIS SOFTWARE, AND YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE THAT YOU DOWNLOADED OR COPIED.
Grant of License.
Subject to the terms and conditions of this Agreement, Keller.io grants to Customer a non-exclusive license to install the object code version of the software provided with this Agreement (the "Software"), on a single computer, and to use the Software on that computer, to create organizational charts relating to your organization. Customer agrees that it shall not use the Software in any other manner. Customer shall not install the Software on a network server; allow any other computer, terminal or device to access or use the Software; or install or use the Software concurrently on more than one computer except as expressly authorized by the level of license you purchased. Customer shall not copy the Software except to make one copy for backup purposes. Customer shall not sublicense its rights under this Agreement, rent or lease the Software, or give anyone else access to the Software.
Customer acknowledges that Keller.io or its licensors own the copyright and all other intellectual property rights relating to the Software, and that no title to the Software or such intellectual property rights is transferred to Customer. Customer will not acquire any rights to the Software except the limited license to use the Software as expressly set forth above, and Keller.io and its licensors retain all other rights. Customer agrees not to alter or remove the copyright notice, or any other notices of proprietary rights, that appear on and in the Software. In the event Keller.io provides services to Customer, including without limitation support or installation services, all right, title and interest in the work product of the services shall vest exclusively in Keller.io.
Restrictions; Reverse Engineering; Modification.
Customer agrees not to reverse engineer, decompile, or disassemble the Software in whole or in part, or otherwise reconstruct or discover any source code to the Software (other than the source code explicitly made available to the Customer by Keller.io), or attempt to do so, except and only to the extent that such activity cannot be restricted under applicable law. Customer agrees not to translate or modify the Software in any way or create derivative works of the Software without the written approval of Keller.io. Customer shall not use any license key with the Software other than the key provided by Keller.io to Customer.
Transfer of License.
Customer may not assign or transfer its rights or obligations under this Agreement, except that Customer may assign the Agreement to a successor to its business that results from a sale of substantially all of Customerís assets, merger, or similar transaction, provided that the assignee agrees in writing to be bound by this Agreement and provided that Customer transfers all copies of the Software and related documentation to the third party or destroys any copies not transferred. Keller.io may assign or novate this Agreement freely without notice to Customer.
Term of License.
The license granted by herin shall continue until terminated, as provided in this Agreement. Customermay terminate the license at any time. Keller.io may terminate the license (a) if Customer fails to comply with this Agreement or (b) if Customer does not pay the full license fee when that fee is due. Customer agrees, upon any termination of the license, to destroy the Software and all copies thereof in any form. If the Agreement is terminated, the sections related to copyright, liability, disclaimer of warranty, and fees shall remain in effect, in addition to other sections that by their terms are intended to survive. Termination shall not result in a return of fees.
DISCLAIMER OF OTHER WARRANTIES.
TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. KELLER.IO, AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIM ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KELLER.IO DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL KELLER.IO (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF COVER, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF KELLER.IO (OR ITS SUPPLIERS OR LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KELLER.IOíS (OR ITS LICENSORS OR SUPPLIERS) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE LICENSE FEES PAID BY CUSTOMER TO KELLER.IO DURING THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, AND IF THE SOFTWARE WAS PROVIDED TO CUSTOMER FREE OF CHARGE, IN NO EVENT SHALL SUCH AGGREGATE LIABILITY EXCEED FIVE EUROS(Ä5.00). IN THE EVENT OF LIABILITY ARISING OUT OF ANY SERVICES, INCLUDING WITHOUT LIMITATION SUPPORT, IN NO EVENT WILL KELLER.IOíS AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO KELLER.IO FOR THE EFFECTED SERVICES FOR THAT QUARTER. CUSTOMER IS SOLELY RESPONSIBLE FOR BACKING UP ALL DATA ASSOCIATED WITH ITS USE OF THE SOFTWARE, AND KELLER.IO (AND ITS LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE FOR ANY LOST DATA OR ERRORS IN DATA CAUSED BY THE SOFTWARE.
Customer acknowledges that Keller.io shall not be obligated to provide support or maintenance related to Customerís use of the Software. In the event Keller.io in its discretion provides support and/or maintenance to the Customer, such support and/or maintenance shall be provided pursuant to Keller.ioís then-current current support terms. If support is stated to be included in the purchase, the method via which Keller.io will provide support is not defined except that it will make a reasonable attempt to fix bugs reported in a manner suited to its product release schedule, and it will attempt to find workarounds for customers who require them. The support contracts associated with purchased products are not full service support contracts, such high maintenance support contracts must be separately and explicitly purchased.
In the event any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the Parties agree that the other provisions of this Agreement shall not be affected and shall continue to be enforced. The Parties agree that this Agreement is the entire agreement between Customer and Keller.io relating to its subject matter, and it supersedes any prior agreements, representations, or communications, whether written or oral, relating to that subject matter.
Governing Law; Venue.
This Agreement shall be governed by the laws of Germany without regard to any conflict-of-laws rules.
The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Munich, Germany, and both parties hereby consent to such jurisdiction and venue.
Customer agrees and warrants that it shall comply, at its own expense, with all corrupt practices acts, export laws, restrictions, national security controls and regulations of Germany and any applicable foreign agency or authority. Customer shall not export or re-export, or authorize the export or re-export of the Software or any other product, technology, or information that
Customer obtains or learns hereunder, or any copy or direct product thereof, in violation of any of such laws, restrictions, or regulations or without any license or approval required thereunder. Any and all obligations of Keller.io to provide Software or any media in which the Software is contained shall be subject in all respects to such laws, restrictions, and regulations.