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ProAuth License Agreement for Standard Software
The customer may obtain the software under one of the following two license types:
- Perpetual License: A one-time purchase that grants the customer indefinite use of the licensed software.
- Subscription License (time-limited): A recurring, time-limited license that grants the customer the right to use the software for the duration of the subscription period.
The customer must select and agree to one of the above license types prior to the software purchase.
I. Subject of the Contract
The Provider grants the Customer non-transferable and non-exclusive license rights for the Customer's own use of the licensed material specified in the supplements to this Agreement (hereinafter "Supplements") on the installations listed therein. This is subject to payment of the listed license fees and applicable hourly rates.
II. Royalties
The one-time license fees include all taxes and duties applicable at the time of the contract. However, adjustments to the fees may occur in the event of changes or the introduction of indirect taxes or duties.
III. Support
The following support services will be invoiced at the Provider's applicable daily rates:
- Project supervision/coordination
- Organizational meetings and provision of license material beyond delivery
- Guidance for conversion, adoption, or introduction
- Fixing integration points for connected solutions
- Additional instruction for customer personnel
- Any other services required
- Travel time and expenses for support services
The support required largely depends on the active cooperation of the Customer. Program testing is carried out on the Customer's system. If system access is unavailable, testing can be performed on a system designated by the Provider for an additional charge.
IV. General Obligations of the Client
The Customer is responsible for all preparations necessary to ensure the successful implementation of the licensed material. The Customer must provide the Provider with all relevant information regarding objectives and organizational circumstances in a timely manner.
The Customer is responsible for:
- Selecting and using the licensed material
- Implementing security measures to protect the licensed material from destruction, theft, or misuse
- Creating and maintaining backups
The Customer must affix all copyright notices on copies or partial copies of the licensed material and keep records of their number and location. The Provider reserves the right to inspect these records.
The Customer is obligated to keep the licensed material confidential and ensure it is accessed only by authorized personnel under the terms of this contract.
V. Warranty and Liability
The Provider guarantees that the licensed material will function as per contractual specifications. Defective material will be repaired or replaced within a reasonable period at the Provider's discretion.
The Provider's liability is limited to the direct repair or replacement of defective material. Further liability, especially for indirect or consequential damages, is explicitly excluded. The Provider shall not be liable for any loss of data, business interruption, or other incidental or consequential damages arising from the use or inability to use the software, even if the Provider has been advised of the possibility of such damages.
The software is provided "as-is" without any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Provider does not guarantee that the software will operate uninterrupted or error-free in all environments.
The warranty for defects lasts six months from delivery. Defects must be reported in writing within ten days of discovery. Warranty claims will not apply if the Customer or third parties have modified the licensed material.
For third-party software, the Provider will only pass on the warranty provided by the original licensor.
VI. Right of Use
- Subscription License: The right of use expires with the end of the subscription period. The Customer may renew the subscription at the then-current price.
- Perpetual License: The right of use for the purchased version does not expire.
All other rights, including ownership and copyright, remain with the Provider or the original authors. The Customer must only use the licensed material on the designated systems and may not transfer, share, or make the material available to third parties without the Provider's written consent.
The Customer is solely responsible for the operation, maintenance, and results obtained from using the software in their own environment. The Provider shall not be liable for any issues arising from improper use, failure to maintain the software, or other factors outside the Provider's control.
Any breach of this clause entitles the Provider to terminate the contract without notice and claim damages.
VII. Access to the Licensed Material / Storage Media
The licensed material is provided electronically as an access-protected download. If this is not possible, the material can be supplied on physical media, which may incur additional costs unless provided by the Customer.
VIII. Delivery Dates
Agreed deadlines are subject to external events beyond the Provider's control.
IX. Terms of Payment
- One-time license fees are due upon delivery of the software.
- Support services are invoiced monthly.
All invoices must be paid within 10 days.
X. Updates
- Perpetual License: The Customer can purchase a software upgrade package that includes updates and documentation. The package is valid for 12 months and can be renewed without interruption.
- Subscription License: The software upgrade package is included with the subscription.
If the upgrade package is not maintained, the Customer can re-purchase an updated version at a discounted rate. Third-party software is excluded from these provisions.
XI. Replacement of Licensed Material
If licensed material installed without modification at the Customer’s premises is destroyed due to operational errors or force majeure, the Customer may obtain a replacement from the Provider. This does not apply to third-party software.
XII. Duration of the Contract
- Subscription License: The contract ends when the subscription period expires.
- Perpetual License: The contract is indefinite, allowing the Customer to use the purchased version of the software indefinitely.
Support and upgrade services are provided as long as the material is available from the Provider, for a minimum of three years from the date of the relevant supplement.
XIII. Termination of the Subscription License
Upon termination of a subscription license, the Customer must destroy all copies of the licensed material and, if requested, provide written confirmation of the destruction. The Provider may request proof of destruction within 30 days of the license termination.
XIV. Third-Party Software and Licenses
The software may include third-party software components that are licensed under separate terms provided by the relevant licensors. A list of the third-party software and their respective license agreements is provided in the documentation accompanying this agreement.
The Customer must comply with the terms and conditions of these third-party licenses. The Provider is not responsible for any liability arising from the Customer's failure to adhere to third-party license terms.
XV. Limitation of Liability
The Provider shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to the use or inability to use the software, even if the Provider has been advised of the possibility of such damages.
In no event shall the Provider's total liability to the Customer for all damages, losses, and causes of action exceed the amount paid by the Customer for the software license.
XVI. Indemnification
The Customer agrees to indemnify, defend, and hold harmless the Provider, its employees, officers, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys' fees) arising out of or in connection with the Customer's use of the software, including any violation of this agreement or applicable laws, and any third-party claims related to the use or misuse of the software in the Customer's environment.
XVII. Governing Law
This agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles. The exclusive place of jurisdiction for all disputes arising from this agreement shall be Volketswil, Switzerland.
XVIII. Place of Jurisdiction
The place of jurisdiction for all disputes arising from this agreement is Volketswil, Switzerland.