GENERAL TERMS AND CONDITIONS GOVERNING THE LICENSE AGREEMENT FOR GOALSCAPE OFFLINE APP
1. License Grant
This Agreement constitutes a legally binding agreement between you (either an individual or a corporate entity) (“Customer”) and Goalscape Software GmbH (“Goalscape”) for the Goalscape Desktop software (“the Offline app”) and any and all associated media, printed materials, and online or electronic documentation (collectively, the “Product”). Between Customer and Goalscape, only the terms and conditions of this Agreement are binding. Any differing terms and conditions used by a customer are not applicable, even if Goalscape should not expressly disagree with such terms and conditions.
1.1 Purchase of a Goalscape Desktop license allows installation and activation of the Offline app on one machine at a time on any supported Operating System. If this license is transferred to another machine the original installation will be deactivated. Use by multiple users on multiple machines requires a purchase of multiple individual licenses or a multi-user license.
1.2 Purchase of a multi-user license or a block of subscriptions allows use by multiple users on multiple machines, up to the limit described by the type of license purchased. All users under such an arrangement must be employees of or interns or students at the purchasing organization or its associates. The individual or organization purchasing the multi-user license will be regarded as the Customer and is responsible for ensuring compliance with all of the terms contained in this License Agreement on behalf of all users of the Offline app under the license.
Goalscape retains all rights, title to and interest in the Product, including all intellectual property rights therein if not otherwise expressly specified in this License Agreement.
3. Other Restrictions
Customer may not use, copy or distribute the Product without Goalscape’s authorization, except that Customer may make one or more copies of the Product solely for backup or archival purposes.
a) Customer shall not modify, copy or adapt the Product; merge the Product into another program; reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Product (except if this is necessary to ensure interface functions to other software products and the relevant information was not available by contacting Goalscape within reasonable time); or place the Product onto a server, or combine the Product with any software or hardware, so that it becomes accessible (directly or indirectly) by means of a public (such as the Internet) or a private network.
b) Customer shall not under any circumstances remove or alter copyright notices, registration numbers, or other features serving to identify the Product.
c) Customer shall not hire out the Product (or any part thereof) to any third party for commercial purposes or for service bureau use.
d) Customer shall not sub-license, rent, lease, loan, or otherwise indirectly transfer (such as by consignment) any portion of the Product to any third party.
e) Customer shall not transfer the Product to any third party if Customer knows or has reason to believe that the third party will violate any term or condition of this Agreement.
Any use of the Product (or any part thereof) in violation of this Agreement shall entitle Goalscape to all rights and remedies available to it at law or in equity, including (without limitation) monetary damages and equitable relief.
4. No Warranty
(please note the specific country modifications in Paragraph 8)
The Product is being delivered to you “AS IS” and Goalscape makes no warranty as to its use or performance. GOALSCAPE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, GOALSCAPE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Paragraph 4 and Paragraph 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Product after termination of this Agreement.
5. Limitation of Liability
(please note the specific country modifications in Paragraph 8)
IN NO EVENT WILL GOALSCAPE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A GOALSCAPE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. GOALSCAPE’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCT, IF ANY. Nothing contained in this Agreement limits Goalscape’s liability to you in the event of death or personal injury resulting from Goalscape’s negligence or for the tort of deceit (fraud). Goalscape is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
6. General Provisions
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing and any amendments must be signed by an authorized officer of Goalscape. Updates may be licensed to you by Goalscape with additional or different terms. This is the entire agreement between Goalscape and you relating to the Product and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Product.
7. Governing Law
This Agreement will be governed by and construed in accordance with the substantive laws in force in Germany. If Customer is a business user, the respective courts of Germany competent for Goalscape’s seat shall have jurisdiction over all disputes relating to this Agreement; however Goalscape may file legal actions as well at the seat of the Customer. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
8. Specific Country Modifications
8.1. Warranty for Users Residing in the European Union.
If the Customer obtained the Product in a member state of the EU and usually resides in such country then Paragraph 5 does not apply. Instead, Goalscape warrants that the Product provides the functionalities set forth in the Documentation (the “agreed upon functionalities”) for the limited warranty period following receipt of the Product when used on the recommended hardware configuration. As used in this Paragraph, “limited warranty period” means one (1) year if you are a business user and two (2) years if you are not a business user. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. If the functionalities of the Product vary substantially from the agreed upon functionalities, Goalscape is entitled, by way of re-performance and at its own discretion, to repair or replace the Product. If this fails, the Customer is entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission) and/or to claim damages pursuant to Paragraph 8.2.
8.2. Limitation of Liability for Users Residing in the European Union.
8.2.1. If the Customer obtained the Product in a member state of the EU, and usually resides in such country, then Paragraph 6 does not apply. Instead, subject to the provisions in Paragraph 8.2.2, Goalscape’s statutory liability for damages shall be limited as follows: (i) Goalscape shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation, i.e. an obligation which is a necessary precondition for this Agreement´s implementation, and (ii) Goalscape shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.
8.2.2. The aforesaid limitation of liability shall not apply to liability under the German Product Liability Act, liability for assuming a specific guarantee, liability for culpably caused personal injuries or liability for fraudulent concealment of defects.
Goalscape will, while processing the Customer´s order, collect and use information concerning the Customer’s name, address, email address and other contact details only to process Customer’s order and its contractual relation. Goalscape will not deliver such data to third parties. Goalscape strictly complies with the EU general Data Protection Regulation (GDPR) and the German Privacy Law (Bundesdatenschutzgesetz und Telemediengesetz).
10. Third Party Licenses
10.1. The Product contains third party software licensed under the MIT license, to which the following specifications apply:
· FlexLib Components Library – Copyright (c) 2007 FlexLib Contributors (http://code.google.com/p/flexlib/wiki/ProjectContributors)
· AS3 Thread Library – Copyright (c) 2008 BeInteractive! (www.be-interactive.org) and Spark project (www.libspark.org)
· AS3 Zip Library – Copyright (c) 2008 Nochump.com / David Chang
· AlivePDF Library – Copyright (c) 2008 Thibault Imbert
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
10.2. The Product contains third party software licensed under the BSD license, to which the following specifications apply:
· AS3 Corelib Library – Copyright (c) 2008 Adobe Systems Incorporated. All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. Neither the name of the abovesaid copyright holders nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.3. The Product contains third party software licensed under the Apache license, to which the following specifications apply:
· Mate Framework – Copyright (c) 2008, Nahuel Foronda / AsFusion
· Google Analytics Library – Copyright 2008 Adobe Systems Inc., 2008 Google Inc.
Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.