End-User License Agreement (EULA)
Important:
Please read this End-User License Agreement (EULA) carefully before installing or using the software. By installing or using the software, you agree to the terms of this EULA. If you do not accept this EULA, you may not install or use the software.
1. Definitions
- "Software" refers to the computer program licensed under this EULA, including all associated documentation, updates, and upgrades.
- "Licensee" refers to you, the individual or company installing or using the software.
- "Licensor" refers to the owner of the software, MTRIX GmbH, which licenses the software under this EULA.
- "Terms and Conditions" refers to the general terms and conditions of the Licensor (available at: https://www.mtrix.de/en/terms-and-conditions-for-business-customers)
2. Subject of the License, Terms and Conditions
The subject of this EULA includes the software products listed below:- CEP – Customer Enrollment Portal
as well as any associated documentation and other accompanying materials. Furthermore, any adjustments provided by the Licensor during the use of the software, such as updates, upgrades, implementations, or customizations requested by the Licensee (customizing of the licensed software), as well as any other adjustments and extensions of this software, are part of this EULA unless otherwise expressly agreed upon between the Licensor and Licensee. In addition to the provisions of this EULA, the Terms and Conditions apply. In the event of any conflicts, the provisions of this EULA take precedence over the Terms and Conditions.
3. Granting of License, Prohibition of Assignment
The Licensor hereby grants the Licensee a non-exclusive, time-limited, and geographically unrestricted, non-transferable license to use the software on one or more of the Licensee's computers, subject to full payment of the license fees and in accordance with this EULA. The license does not entitle the Licensee to distribute, rent, sell, or sublicense the software to third parties or entities controlled by the Licensee, unless expressly agreed upon in writing between the Licensor and Licensee. The right to copy the software is limited to installing the software on one or more computer systems owned by the Licensee to fulfill the intended purpose of use, and to one copy necessary for loading, displaying, running, transmitting, and storing the software, as well as the right to make a backup copy of the software by a person authorized under § 69d Abs. 2 UrhG. The right to decompile the software is granted only under the conditions of § 69e Abs. 1 Nr. 1 to 3 UrhG and within the scope of § 69e Abs. 2 Nr. 1 to 3 UrhG. The granting of the license under this EULA is limited to the period agreed upon in the Licensee's order. If no performance end is agreed upon, the right to use the software ends upon termination (at least in text form) by the Licensor or Licensee. No further usage or exploitation rights to the software are granted to the Licensee. The Licensee may transfer this agreement in its entirety, as well as rights and obligations under this agreement, to a third party only with the prior written consent of the Licensor.4. Usage Restrictions, Duty of Care
The Licensee may not use the software for the following purposes:- Illegal purposes.
- Development, use, or distribution of malicious software.
- Infringement of third-party rights, including copyrights, patents, or trade secrets.
- Removal or alteration of copyright notices or other notices.
The Licensor reserves the right to ensure, through (technical) measures, that the software is used exclusively in accordance with this EULA. To this end, the Licensor is entitled at any time to request an overview of the purpose of use from the Licensee, including the number of users set up in the software (user volume), and to compensate for any identified sublicensing by increasing the user volume ordered by the Licensee. This is done by invoicing without a prior offer and may cover both a past period and a future period.
The Licensee is obliged to take appropriate measures to ensure that unauthorized third parties cannot access the software, the backup copy, the documentation, or other accompanying materials. In particular, the Licensee must keep the original data carrier (if the software is not provided via download), all existing copies of the software including the backup copy, and all associated documentation in a location protected from unauthorized access by third parties or on a similarly protected computer system. The Licensee bears the costs of storage.
5. Fees
The license fees are determined by the agreement of the parties at the time of contract conclusion.The license fees for the rights granted under this EULA must be paid in full by the Licensee in advance for the agreed performance period, unless an expressly different agreement has been made. The claim becomes due upon contract conclusion. If no performance period is agreed upon, the Licensee is obligated to pay the remuneration in advance; the due remuneration is payable on the third business day of each month.
The Licensee is in no case entitled to assert a reduction by independently deducting the reduction amount from the license fees. The Licensee's right to reclaim the overpaid portion of the license fees due to a justified reduction remains unaffected.
6. Ownership Rights
The Licensor retains all rights to the software. The license does not grant the Licensee ownership of the software.
7. Warranty
If the Licensee discovers defects in the software, they must notify the Licensor without delay, at least in text form. The Licensor is obligated to remedy the reported defects in the software within a reasonable period. The Licensor has the right to choose between rectification and replacement delivery within the scope of defect remediation. The costs of defect remediation are borne by the Licensor. The Licensee must enable the Licensor to access the software as necessary for the purpose of defect remediation. Otherwise, the statutory provisions apply.
8. Limitation of Liability
The liability of the Licensor is governed by the provisions of the Terms and Conditions, with the proviso that the Licensor's liability for defects existing at the time of contract conclusion in the sense of § 536a BGB is excluded, unless there is a case where liability is not limited according to the Terms and Conditions.
9. Term and Termination
The term of this EULA corresponds to the performance period agreed upon in the Licensee's order. If no performance period is agreed upon, this EULA is concluded for an indefinite period and automatically ends without notice when the Licensee uninstalls or ceases to use the software. The right to extraordinary termination remains unaffected. Upon the end of the term or the effective date of termination, the Licensee must cease using the software, delete all copies of the software, and promptly return or destroy any accompanying materials (such as documentation) at the Licensor's discretion.
10. Choice of Law
This EULA is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and German conflict of laws. If the Licensee is a merchant, a legal entity under public law, or a special fund under public law, or has no general jurisdiction in Germany, the Licensor's place of business is the place of jurisdiction; however, the Licensor is also entitled to initiate legal proceedings at the general place of jurisdiction of the Licensee. Prevailing statutory provisions, particularly those concerning exclusive jurisdictions, remain unaffected.
11. Data Protection
The parties observe all applicable data protection regulations, particularly those of the GDPR and the BDSG. The parties will conclude a data processing agreement (Art. 28 Abs. 3 GDPR) if necessary.
12. Severability Clause
If any provision of the EULA is invalid or unenforceable or if this EULA contains a gap, the validity of the EULA as a whole is not affected. These provisions do not include a mere reversal of the burden of proof but exclude the application of § 139 BGB. In the case of a gap, the valid and enforceable provision that comes closest to the legal and economic purpose of the EULA shall be deemed agreed upon.