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combit License Agreement
Software Lease

Please read carefully.


Issued May 1, 2009

This is a legal agreement between you (‘customer’) and combit Software GmbH, Germany (‘combit’). By opening the sealed package, by clicking the „I Agree“ button during installation, by signing and sending in the registration card or by filling out the respective online form, you agree to be bound by terms of this agreement. Please read carefully! If you do not agree to the terms of this agreement, you may not open this envelope respectively continue with the installation! In this case you should, however, promptly return the complete package and all accompanying items (including ‘online’ and written materials and binders) to your place of purchase, for a full refund.

It is in your best interest to produce backup copies regularly in order to avoid extensive damage due to the loss of data! Please also include the original software in the initial backup and keep this backup in a safe place together with the product license certificate.

§ 1 Product Capability, Software Lease

  1. Specifications given in brochures, advertisements, documentation and any other written notices are descriptive only and do not constitute any guarantees regarding the condition of the products. Guarantees regarding the condition of products require an explicit, written form. This applies equally to any indication of price or the release of add-ons and extensions. Technical data, specifications and functional design specifications in the software product descriptions do not constitute guarantees regarding the condition of the products, unless this was expressively confirmed as such by combit.
  2. Possession of the software is transferred on the basis of a lease. The right to use the software exists therefore only during the term of the lease. Saving an agreement to the contrary in the following provisions, the provisions of the lease, §§611 ff. German Civil Code apply.

§ 2 Term and Implementation of Contract

  1. The minimum term of contract is 30 days. The lease may be terminated by the customer at any time in writing with a term of notice of 14 days until the end of a month. The lease may be terminated by combit in written form with a term of notice of 6 months until the end of a month.
  2. An online comparison is used to ensure that the term of contract matches the period during which it is possible to run the software. In this respect, the customer undertakes to carry out a validity check periodically online.
  3. combit points out that the software can no longer be run if the validity check in accordance with §2 Clause 2 is not carried out or is carried out late. An expansion of the leased licenses (upgrade, expansion or reduction of the number of seats) is possible effective at the start of the next month during the term of the contract.
  4. Upon request by the customer, combit will ensure that the aforementioned validity check does not prevent the customer from continuing to use the software for a period of 12 months in the event of insolvency on the part of combit.
  5. The license fee to be paid for the monthly lease on the software shall be due for payment in advance on the first day of each month. As a rule, payment will be made by credit card.

§ 3 Grant of License

  1. The customer may use combit software products (‘software’) and documentation solely on the basis of a license granted by combit.
  2. With this software license combit grants the customer an individual and personal , nonexclusive, and only by the consent of combit transferable right to use the licensed software. This right does not include the right to under-license. In the case that the customer is a legal entity, combit grants the right to designate one individual within the organization , to have the sole right to use the software, in the manner provided in this license agreement.
  3. Being that this is a user dependent, personal software license, any customer who wants the software to be used by several employees has to purchase the number of software programs that correspond with the number of users . The exception being that the written offer and/or the confirmation of order determines the number of users that are licensed to use the product on all CPUs in a network or as users of alone standing CPUs. The customer may not exceed the determined number of users at any time.
  4. Additional Notebook Licenses (address manager, Relationship Manager): If the customer would like to make it possible for an individual user of the software license on the network to use this program alternately with a mobile computer i.e. a notebook, then an additional Notebook License is required. Such a license must be acquired for every user of the network that desires to use the program. It is insignificant whether the Notebook is only occasionally integrated into the network or is used totally independent therefrom. The additional Notebook License is only valid in connection with the Basic-License and does not increase the number of personified users. If the customer wishes to increase the number of users, then the customer must acquire the appropriate number of programs for the number of users. §3 (3) is valid accordingly.
  5. combit agrees to the use of another system, if it replaces the original system used, as long as the identical version of the licensed software can be used on the new system. If the system is switched, the software is to be deleted on the former system. The simultaneous installation, storage, or use on more than one system is inadmissible.
  6. Resale, donation, leasing or other dissemination of the software to third parties is prohibited.
  7. The software is provided in the form of an object code. The provision of technical program documentation, especially source codes, is not obligatory and is not a part of the provision, except when the user documentation is governed differently (development tools). The right to examine these records is not given. The customer may not use any procedure in order to reproduce source programs or parts of source programs, or to request information on the conception or construction of the software. Excluded thereof are solely the cases of § 69e UrhG (Urhebergesetz).
  8. The software may be copied or multiplied only as often as necessary for use on the licensed system and for the purpose of backup or archive copies. The documents provided, including manufactured copies, are to be destroyed, without special request, at the end of use or after having purchased an update according to § 3 (13), as long as the customer is not forced by law to keep them.
  9. The use of the licensed software within a network, or a similar processing system is not permitted if the ability to simultaneously use the software is achieved. If the customer wants to use the program within a network, simultaneous multiple use has to be guarded against, through security measures, except if the written offer and/or the confirmation of order, according to § 3 (3) imply a different agreement.
  10. In case the provided data carrier contains software, which was not included in the license given to the customer, the customer may use the software only if a separate license has been granted.
  11. The customer is to hold all software information, as well as the applied methods and procedures confidential. He/she is especially obliged not to use the proprietary procedures and ideas, directly or indirectly, for the creation of another software product. A change to the licensed software requires an explicit written agreement from combit.
  12. combit, and combit alone reserves all rights, especially copyrights, for the provided software as well as the documentation, as long as this is not explicitly marked differently.
  13. Software licenses are granted for a limited time. The conceded right of use expires at the end of the rental contract between combit and the customer, irrespective of the cause in law of termination.
  14. combit notes, that customers who violate copyright laws, are liable for all damages that occur as a result of these copyright law violations.
  15. During the term of the contract, combit will make updates available to customers in the form of new program versions of the software. In this case the old license loses its validity. The customer will accept the program versions offered to the customer by combit unless this cannot reasonably be expected of the customer. If the customer refuses to accept the new version, combit is entitled to terminate the software lease in writing with a term of notice of six months until the end of each calendar month.
  16. If the contract ends, then the customer is obligated to destroy the original software and all copies including any modified copies as well as all written documents. The customer will confirm fulfilment of this to combit in writing within 14 days.
  17. Third-party software: with the software, combit also transfers possession of third-party software, e.g. MS SQL Express. combit expressly points out that it is not the supplier of this software and is not responsible for it. Any and all warrantees and liability for this third-party software are ruled out; it is not part of the subject matter of this licensing agreement for software leasing.

§ 4 Warranty

  1. combit makes every effort through the implementation of quality assurance measures to keep software free of defects, but points out that with current technology it is not possible to guarantee that software is completely free of defects.
  2. The customer initially has the choice between having combit remedy the defect or making a replacement delivery. However, combit is entitled to refuse the selected option if this would only be possible at inappropriate costs or if a follow-up product is available that no longer has this defect and if this type of retrospective fulfillment is not connected with any substantial disadvantages for the customer.
  3. If attempts to eliminate the defect – which combit may attempt twice – fail or if combit does not offer a program version free of defects, the customer has the right to withdraw from the contract or reduce the purchase price to an appropriate extent (abatement of purchase price).
  4. However, in case of a minor breach of contract – especially in case of slight defects – the customer is not entitled to withdraw from the contract and to claim for compensation instead of damaged goods or instead of the provision of service.
  5. The customer does not receive any guarantees from combit in a legal sense unless this was agreed upon in writing.
  6. The warranty is void for any programs or parts of programs that were modified or extended by the customer, unless the customer can furnish proof to combit that such modifications or extensions are not the cause of the defect. The warranty claim is also void in case of defects, suspensions, interruptions and damages that are a consequence of incorrect operation, hardware and operating system failures, non-compliance with data security regulations or other processes outside of combit’s responsibility, or if the customer denies combit the opportunity to investigate the cause of the defect.
  7. The aforementioned warranty provisions are valid solely during the term of contract. Use of the software after the end of the contract is prohibited (see §3 Clause 13 above); therefore no warranty claims exist from that point in time onward.

§ 5 Notice of Defects

  1. If the customer is a contractor, he/she shall immediately check the software for completeness and quality upon receipt. Evident defects must be communicated in writing to combit within 14 days as of the receipt of product; otherwise the assertion of the warranty claim is excluded. The dispatch of the notice in due time is sufficient to adhere to the limitation period.

§ 6 Liability for Defects

  1. If the customer is a contractor claims for damage due to defects of the goods require that the customer has followed the examination and notice of defects procedure as stated in § 5.
  2. combit‘s liability is regulated by law in case the customer claims damages which are due to an intentional or gross negligent breach of contract or in case of a slightly negligent breach of significant contractual obligations. This also applies to the breaches of obligations by combit‘s legal representatives or vicarious agents. Unless combit is not accused of intentional breach of contract, combit‘s liability is limited to the typical, foreseeable, and direct average damage. This applies also to damage liability caused by delay.
  3. combit‘s liability – unless combit is not accused of intentional breach of contract – is also limited to the foreseeable, typically occuring damage if the customer excercises his/her right of withdrawal or reducement of purchase price.
  4. Liability due to wrongful personal injury to life, body or health as well as liability according to the product liability law and a legal product liability remain unaffected.
  5. The period of limitation for claims due to defects is one year from receipt of the product for entrepreneurs and two years from receipt of the product for consumers, calculated from the transfer of risk. This does not apply in case of fraud and in case combit should give a warranty.

§ 7 Aggregate Liability

  1. Beyond § 6 any further liability concerning contractors is excluded, irrespective of the legal reason. This applies particularly for damage claims resulting from precontractual liability, for other breaches of duty or for torturous liability or concerning damage to property according to § 823 BGB.
  2. As far as liability for compensation towards combit is excluded or limited this applies also to the personal liability claims for damages against combit‘s employees, legal representatives or vicarious agents.
  3. An exclusion period of 18 months applies to the limitation for all claims of contractors that are not subject to limitation due to a defect of product.

§ 8 Product Changes

  1. combit may make product changes that don’t effect general functional capability.

§ 9 Final Clauses

  1. Place of performance is Constance, Germany.
  2. If the customer is merchant according to the German Book of Trade Law (Handelsgesetzbuch), a legal entity of public law or legal special funds, it is agreed that any legal actions arising from this or in connection with this contract will be settled at combit‘s address of record. This also applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or usual abode is unknown at the time the proceedings are brought forth.
  3. This contract is subject to the laws of the Federal Republic of Germany. The UN Sales Laws are excluded.
  4. Any subsequent additions or changes to contracts require the written form. This also applies to a waiver of the written form requirement.
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