For the Event Study Metrics Software
The following conditions regulate the rights of use, which Event Study Metrics Vertriebs-GmbH [hereinafter the “Licensor“] grant to the buyer (hereinafter the “User”) to the Event Study Metrics software (hereinafter the “Contractual Software”).
1. Licence conditions
1.1 Right of use
The Licensor grants to the User a non-exclusive, time unlimited single user right to the Contractual Software, [however, solely for the country in which the User has his business or residential domicile.] The Licensor offers two different ESM versions of the Contractual Software: (1) the academic and (2) the student version. The user of the discounted student version has to provide his/her student ID upon request and is only allowed to use the software personally in order to write (a) his/her seminar paper, (b) his/her bachelor or master thesis, (c) his/her PhD thesis or (d) in the context of a study-related case study assignment. For all other non-commercial academic related purposes, the user has to buy the academic version. If the User fails to comply with theses rights of use, the Licensor is entiteld to claims for damages as set out in section 1.10 below. These license terms do not apply to commercial use and the Licensor explitcitly does not grant any rights of use to the User for any commercial purpose under this license agreement. Thus, if the User intends to use the Contractual Software for commercial purposes, he shall purchase the commercial version of the Contractual Software separately.
1.2 Product activation
To use the Contractual Software a validation is required; the product is activated by the application of the serial number communicated to the User. With existing online connection the User automatically receives the relevant activation code. Alternatively, the activation code can be communicated by other means, e.g. by e-mail. The details are explained more fully in the application documentation. The application documentation is downloaded by the User together with the software and can, alternatively, be obtained at any time from the following Internet address https://www.eventstudymetrics.com/usermanual.pdf. The use of the Contractual Software is possible only on the computer, on which the product has been activated. To guarantee the rights of use granted to the User in accordance with this contract a maximum total of four product activations are possible. Moreover, if further product activation is required to guarantee the intended use of the Contractual Software in conformity with the rights of use granted to the User under this contract, the User is entitled to request from the Licensor a further activation.
1.3 Number of authorised users
The Contractual Software may be used by a maximum of one natural person at a time. Permitted use includes the installation of the Contractual Software, loading it into the main computer memory and use by the User in accordance with the conditions.
1.4 Authorised installations
The User is permitted to install the software on each of the hardware devices at his disposal. However, if the User changes his hardware, he must delete the software from the hardware he formerly used. Simultaneous storage, retention or use on more than one hardware device is not authorised. If the User installs the software on several hardware configurations at the same time, for instance by several employees, he must purchase the corresponding number of program packages.
1.5 Network limitations
The application of the surrendered software within a network or any other multiple-user environment is not authorised, insofar as this make possible simultaneous multi-use of the program. If the User wishes to install the software within a network or any other multiple-user environment, he must prevent multiple use by integrated access prevention devices or pay a special network fee, the amount of which is determined by the number of users connected to the computer system. The Licensor shall notify the User without delay of any network fee to be paid in individual cases, as soon as the User informs the Licensor in writing of the planned network deployment including the number of users connected. The deployment of this type of network or of a multi-user environment shall not be authorised until full payment of the network fee has been received.
1.6 Unauthorised use
Under no circumstances has the User the right to rent out the purchased Contractual Software or to sublicense it in any way whatsoever, to reproduce it or to make it available to the public by cable or by wireless means or to make it available to third parties either for payment or free of charge. Section 1.13 remains unaffected.
1.7 Backup copy
The User is entitled to produce a backup copy, if this is required for securing future use. The User shall clearly mark the backup copy produced with the annotation, “backup copy” as well as with the manufacturer’s copyright label.
The User is entitled to decompile the Contractual Software and to reproduce it, insofar as it is necessary to render the Contractual Software interoperable with other programs. However, this applies solely with the proviso that the Licensor has not within a reasonable period on request made the information required for this accessible for the User.
1.9 Amendments, supplements to and conversion of the software
The User is entitled to make amendments, supplements and other conversions to the software within the meaning of Sec. 69c No. 2 German Copyright Act only insofar as the law permits such engineering as inalienable. Before the User himself rectifies faults or employs third parties to do so, he shall allow the Licensor two attempts to rectify the fault. There exist for the User no rights of use and exploitation in such processing, other than the rights of use granted to him under this contract. The Licensor can, however – for the appropriate remuneration – demand that an exclusive right of use with the right of issuing a sub-licence be granted to him.
1.10 Exceeding the qualitative or quantative rights of use
If the User uses the Contractual Software to an extent, which exceeds either qualitatively (as regards the type of authorised use, as set forth in sec. 1.1 above) or quantitatively (as regards the number of licences purchased, as et forth in sections 1.3 and 1.4 above) the rights of use he has purchased, he shall without delay purchase the rights of use required for this use to be authorised. If he fails to purchase such rights, the Licensor is entitled to all staturory rights, in particular (but not limited to) the Licensor may terminate this license agreement (with the consequences as set forth in sec. 1.14 below) or claim for damages (including direct or indirect damages, loss of profit and all such damages with regard to the breach of this license agreement or damages caused by delay).
1.11 Application of the software and duty of data protection
The installation of a viable hardware and software environment in accordance with the hardware and software prerequisites for the Contractual Software lies entirely within your responsibility. The same applies to regular data protection in your EDP system.
1.12 Identification of the software
Copyright notices, serial numbers and all other marks of program identification must not be removed from the Contractual Software or altered in any way whatsoever.
1.13 Resale of the software
The User may surrender the Contractual Software to a third party only as a unit and on his complete and conclusive responsibility for his own use of the Contractual Software. The temporary surrender or surrender for part payment of the use to third parties is prohibited, whether the object of the contract is surrendered in tangible or intangible form. The same applies to surrender free of charge.
The transfer of the object of the contract requires the consent in writing of the Licensor. The Licensor shall give consent, if (i) the User assures the Licensor in writing that he has transferred to the third party all original copies of the object of the contract and has deleted all copies, which he has produced, and (ii) the third party declares to the Licensor in writing his agreement to the use and resale rights agreed under this contract.
1.14 Termination of the right of use of the object of the contract
In all cases of termination of his entitlement to use (e.g. by reason of withdrawal, subsequent supply), the User shall release all supplies of the Contractual Software and shall delete all copies, unless he is bound by law to store the materials safely for a longer period. He shall confirm in writing to the Licensor that he has undertaken these duties.
2. Liability of the Licensor
2.1 The Licensor has unlimited liability
– in the event of intent or gross negligence,
– for loss of life, physical injury or damage to health,
– pursuant to the provisions of the Product Liability Act and
– within the scope of any guarantee undertaken by the Licensor.
2.2 Where there is minor negligence in the observation of a duty, which is substantial for the achievement of the purpose of the contract (a cardinal duty), the extent of the Licensor’s liability is limited to the amount of damages, which are typical and could be foreseen for the nature of the transaction at issue.
2.3 Further liability of the Licensor does not exist.
2.4 The foregoing limitation on liability applies also to the personal liability of the employees and representatives of the Licensor.
3. Other matters
3.1 The User may set off only undisputed or legally enforceable claims.
3.2 Amendments and supplements to this contract require the written form. This applies also to the amendment or cancellation of this clause. Electronic documents in textual form do not satisfy the requirement for the written form.
3.3 The Contractual Software may be subject to (re-)export restrictions, e.g. of the United States of America or of the European Union. The User must comply with these provisions in the case of resale or other export.
3.4 The applicable law which governs this contract is German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention), dated 11.4 1980.
3.6 Place of performance is Bornheim, Germany. The exclusive Court of jurisdiction is the domicile of the Licensor, insofar as each party is a merchant according to the provisions of German Commercial Code or legal person under public law or has no general Court of jurisdiction in Germany.
3.7 In the event that individual provisions of this contract are invalid, the validity of the remaining provisions remains unaffected. The parties to the contract shall employ their best endeavours to discover, in the place of the invalid provision, a valid provision, which comes closest in law to the commercial meaning of the invalid provision.