Terms & Conditions
Conditions of Use of the Software Copyright Holder
Last revised: 2018-08-23
The Berlin-based ATLAS.ti Scientific Software Development GmbH (hereinafter referred to as “licenser”) is manufacturer of the “ATLAS.ti” standard software (hereinafter referred to as “the software”) and offers training courses (hereinafter referred to as “courses”) of the software. The licenser is the holder of the copyright thereto, but not seller of the software or the courses. The seller and therefore contracting partner of the customer (hereinafter referred to as the “customer”) is Cleverbridge AG, Cologne, Germany.
The licenser provides the software to the customer within the scope of the following conditions of use:
2. Types of Licenses
(1) ATLAS.ti offers the use of the software in the following types of licenses:
individual or multi-user license through purchase of the software
multi-user license through rental of the software
individual or multi-user license as a so-called educational license through purchase or rent of the software by recognized educational institutions
(2) Furthermore, the customer can receive free patches (“updates”) and purchase further developments of the software (“upgrades”), if the licenser produces them. The licenser is not obligated to produce such upgrades. In case of patching or further development, the new version will be made available to the customer on a suitable data medium or online by his seller, as a rule Cleverbridge AG in Cologne.
3. Individual Licenses, Student Licenses
(1) If the customer wishes to purchase an individual license as a lower-priced student license, he/she must guarantee that he/she is a full-time student at a recognized educational institution / university. The purchase of a student license requires written evidence of entitlement (for instance a student card). Student licenses are PERSONAL licenses and may NOT be purchased by or through organisations or institutions (e.g. universities). A program purchased on the basis of a student license may NOT be installed on the computer of an organisation or institution and not be used in any context other than the licensee’s personal academic or vocational training.
(2) The customer may make the software available to a third party only if this third party declares his agreement with the continued application of the present conditions of use to ATLAS.ti GmbH. If the customer gives the software to a third party, he shall cease using the software and keep no copies thereof. He shall give the third party the original data media and manuals. Student licenses are not transferable under any circumstances.
4. Multi-User Licenses
(1) A multi-user license entitles the customer to place the software at the disposal of his employees. If the customer is a training institution under the terms of item 4, he purchases the software on the basis of an “educational multi-user license” and can thus place it at the disposal of students, staff members etc. In any case, use of the software is restricted to a maximum number of persons corresponding to the number of multi-user licenses ordered.
(2) A multi-user license allows for installation and concurrent use of the program on several individual computers of the license holder and/or on several workstations of a LAN (server installation plus lightweight client installation).
Concurrent Use: Our licenses are based on concurrent use. Each named user is permitted up to two installations on their own personal devices. Only one of the two installation may be in use at any given time. — If installing under a multi-user license in a pool environment (no named users), you are allowed up to twice the nominal number of installations with the express provision that you must have suitable means in place to limit concurrent access to the license maximum. Otherwise, only the number of standalone installations named in the license is permitted.
5. Educational Licenses
(1) Educational licenses of the software can be purchased only by officially accredited educational institutions, i.e. only by institutions recognized by nationally competent accrediting bodies. This includes specifically: universities and similar institutions of higher learning (including distance learning and continuing education programs), academic and technical schools and colleges as well as vocational training institutions. To the extent that the customer is one of these educational institutions, he guarantees that he is recognized as such by the state.
Non-profit organizations and government agencies are NOT automatically eligible for discounted educational licenses. An organization wishing to be considered for a discount will need to contact ATLAS.ti directly. Government agencies and supra-national institutions (such as EU, UN, etc.) will need to obtain standard licenses exclusively. There is currently no special pricing available for government institutions.
(2) By ordering an educational license, the customer agrees that upon request he shall have to provide without delay legally valid written evidence showing his status as an accredited educational institution pursuant to (1). If such evidence is not provided or not adequately provided, he shall not be entitled to purchase the software at the conditions and prices offered exclusively to educational institutions.
(3) Educational licenses can be purchased not only by educational institutions but also by their officially employed teaching and research staff, but NOT by students of these institutions.
(4) To the extent that the software is ordered by employees of the customer, the guarantee declaration and the obligation to provide evidence of status as described above shall also apply to these persons.
(5) An educational license prohibits all commercial uses of the program. This explicitly includes commercially run training courses. Educational licenses are available only to recognized non-commercial educational institutions and their staff.
(6) Use of the program under an educational license is explicitly restricted to academic teaching and research. Administrative use of the program at a non-commercial educational institution shall be deemed a commercial use and is therefore not permissible under an educational license.
(7) Only recognised educational institutions (see above) and employees of such recognised institutions who are engaged in research and teaching are entitled to purchase and use educational licenses.
Educational and standard licenses are legally different but technically identical.
The software and documents are currently available in English only.
6. Restrictions of Use
(1) The customer may load the software onto the main data memory and hard disk of the hardware used by him and create backups as necessary for safe operation. These are to be labelled as such and (in so far as technically possible) marked with the copyright notice of the original data medium. The user’s manual may be copied only for internal purposes.
(2) The copyright notices and trademarks contained in the software, any other reservations of rights, serial numbers and other program identification features may not be altered or obliterated.
(3) All other types of use of the software, specifically translating, processing, arranging or reworking in any other manner (excluding decompilation pursuant to Section 69e of the Copyright Act) and any other distribution of the software (offline or online) as well as its leasing or rental are not permitted.
7. Obligations of the Customer
(1) After receiving the software, the customer must register online on the licenser’s website, stating the serial number. Registration is a precondition for access to upgrades, updates, newsletters and forums – if provided by the licenser – for the duration of the customer’s use of the software. Moreover it is the only way for the licenser to verify whether the software was purchased and is being used in a due and proper manner.
(2) The customer shall backup his data according to the state of the art. He shall ensure that current data from his data stock kept in machine-readable form are reproducible with reasonable effort.
(3) The customer shall take adequate measures to protect the software against unauthorised access by third parties.
8. Lease Duration / Obligation to Return Rented Software
(1) If the customer rents the Software for a period of one year, the lease is automatically renewed by another year unless the customer cancels the lease in writing no later than 8 weeks before the end of the lease period. In case of a renewal of the lease the customer is obligated to pay the lease fee listed at the time.
(2) The customer is obligated to return the original software (diskette/CD-ROM/DVD) and user’s manual to the licenser or the lessor once the lease is terminated, regardless of the reason of the termination. The customer is also obligated to delete the software from all hard disks, main data memory banks and workstations and to ensure that the software can no longer be used by him, by his employees and staff or by registered users. The customer shall give the licenser or lessor written assurance of compliance with this provision.
9. Training Courses
(1) The licensor provides training programs as services and is therefore not liable for a particular outcome or a concrete eventual result. The licensor reserves the right to modify or adapt the content of its trainings to the latest state of the technology. This can result in some cases in deviations from the published course descriptions. The Licensor also reserves the right to make other minor changes.
(2) The specific training measures are conducted by the licensor via training centers, whether conducted as webinars (web-based training using a computer) or face-to-face training (on-site training with a personal presence of the customer and the trainer). The licensor also provides training measures at the customer’s own or rented premises at the customer’s request.
(3) If the customer’s computer systems are used for conducting training measures, it is the customer’s responsibility to safeguard his data and programs from loss, destruction, or damage by taking appropriate and sufficient measures.
[Course Dates and Prices]
(4) Course dates are published online at http://trainingcenter.atlasti.com. Prices for training measures are also published at this site. Accommodation, expenses, and travel costs are not included in the course price.
[Cancellation and Termination Rights]
(5) The licensor may at any time withdraw from the contract without giving a reason. The licensor may also withdraw from the contract if the training measures must be canceled due to illness of the trainer, for technical reasons, or for any other reasons beyond the of the licensor’s control. The licensor will make a reasonable attempt to either reschedule the training event or find other suitable staff to conduct the training if this is possible and the customer agrees. The licensor will immediately notify the customer in case of such changes.
(6) In the event of cancellation by the licensor, the customer will be refunded any fees that have been paid for the cancelled training. The licensor will not accept any claims or rights of the customer beyond a refund of prepaid fees as a result of a cancellation.
(7) The customer may cancel the contract at any time prior to the agreed start of the training in writing. If a cancellation is received more than 14 calendar days before the event, the customer is not charged for the withdrawal. If a cancellation is received fourteen calendar days or less before the event, the customer will be charged 80% of the total price. If the cancellation is received five calendar days or less before the event, the customer will be charged 100% of the total price.
(8) The licensor grants the customer a non-exclusive right to use hardware and software products supplied to him during the courses in their original form and only for the purposes of the training. The customer will not keep, reverse-engineer, translate, copy, extract any program parts, or utilize in any other, unauthorized manner the software products thus supplied.
(9) The customer may not – not even in part – copy, reprint, or translate documentation and training materials (hereinafter referred to as “Documents”). Also, disclosure, use, or communication of the documents and their contents is not permitted.
(10) Training participants must adhere to applicable safety and accident prevention regulations at training sites and must comply with all applicable legal provisions, including access regulations.
[Electronic Ordering Process, Data Protection]
(11) If the customer provides free text information as part of an electronic ordering process, all such information is used exclusively for internal order processing. Free text addenda provided on the order documents will not be noted, and are used and reproduced unchanged solely for internal order processing. Such addenda therefore have no impact on the contractual relationship and are not legally binding.
10. Privacy/Data Protection
(1) The customer is hereby informed that the licenser will gather data about him to the extent necessary for purchasing and licensing. Under no circumstances is this data made accessible to third parties of any kind.
(2) The customer also consents to the licenser using his name, type of institution and purpose for reference purposes.
Educational License Terms
Only officially accredited EDUCATIONAL institutions are eligible to obtain ATLAS.ti educational licenses. This status requires accreditation on the part of a nationally recognized accrediting agency. This includes: universities (including distance and continuing education programs), colleges, junior colleges, scientific and technical schools, vocational schools, and correspondence schools.
Educational licenses can also be purchased by officially employed teaching and research staff of officially accredited educational institutions. Students may obtain specially discounted student licenses (for more information, see our student license section.)
NOTE: We reserve the right to request written proof of eligibility at any time. Proof of eligibility is a legally binding written statement demonstrating that an institution or employer qualifies as an officially accredited educational institution. By ordering an educational license you agree to submit proof of eligibility upon request. If you fail to demonstrate eligibility, you will be charged the difference in price to the standard version.
The Educational License prohibits all commercial uses of the program. This includes for-profit ATLAS.ti training sessions. Educational licenses are available exclusively to non-commercial, accredited EDUCATIONAL INSTITUTIONS and their employees.
Use of the program is expressly restricted to use in teaching and research. Administrative use of the program is considered a commercial application and thus not allowed under the Educational License policy.
Only accredited educational institutions and employees of accredited educational institutions in teaching and research are eligible for ATLAS.ti educational licenses.
Non-Profit Organizations, Government Pricing
Non-profit organizations that are not accredited educational institutions as defined above are NOT automatically eligible for discounted educational licenses. A non-profit organization wishing to be considered for a discount will need to contact ATLAS.ti directly (click here for the ATLAS.ti Support Center ). ATLAS.ti GmbH supports numerous non-profit organizations, NGOs, and institutions world-wide, through donations and special discounts. However, ATLAS.ti reserves the right to make the decision of their support strictly on an individual, case-by-base basis.
Government agencies and supra-national organizations (such as EU, UN, etc.) will need to obtain standard licenses exclusively. There is currently no special pricing available for government institutions.
- Educational and Standard Licenses differ legally but are technically identical.
- ATLAS.ti software and documentation are currently available in English only.
Government/non-commercial licenses can only be obtained by official national or local government institutions, registered NGOs, and their official employees. We reserve the right to request proof.
Government/non-commercial licenses are 100% identical to ‘full’ licenses in functionality.
Campus License Agreement
Article 1: Contractual Relations; Definitions
(1) ATLAS.ti Scientific Software Development GmbH (hereinafter referred to as “licensor”) is the manufacturer of the “ATLAS.ti” standard software (hereinafter referred to as “the software”) and holder of the copyright thereto. The licensor grants the customer (hereinafter referred to as the “organization”) the right to use the software and is contractual partner of the organization.
(2) The ordering process, delivery, invoicing, and all financial transactions are conducted on behalf of ATLAS.ti GmbH by Cleverbridge AG, Cologne, Germany (hereinafter referred to as “Cleverbridge”).
(1) The Licensor shall grant to the Customer a license to use the software during the term hereof. Subject to the provisions below, the Customer shall be entitled to make the software accessible to its employees, to its students and its academic associates. As regards the number of the Customer’s employees, students and academic associates who are authorized to use the software, the details stated in the Customer’s software order form under the designation “units” shall be conclusive and binding. (Units = Full Time Units = Total number of individuals belonging to the organization as faculty, staff, or students, who may be in a position to use the software. Order Form = number of units as reported by organization.)
(2) During the term hereof, the Customer shall also receive adapted versions and upgrades of the software which the Licensor may, at its sole discretion, implement. In the case of any such adaptation or upgrade as aforesaid, such version shall be made available to the Customer on data media or by way of online data communication.
(3) The Licensor shall grant the Customer the license to use the software exclusively subject to the terms and conditions hereof. The Customer shall waive any terms of contract which the Customer may have no matter whether or not the Licensor explicitly rejects such terms of contract.
Article 3: Delivery and Scope of Work
(1) The software consists of the program and the user’s manual. The program shall be delivered in the English language by post on diskette/CD-ROM/DVD or by way of online data communication by way of Cleverbridge AG. In the event of data communication, the Customer shall, if necessary, be granted access to the area where the data is stored and from where the data can be downloaded.
(2) The Customer shall receive the software in machine code. The Customer shall not be entitled to demand delivery of the source code.
(3) The Customer itself shall install the software in its software environment.
(4) Any presentation or rendering in test programs, product and project descriptions shall not be deemed to constitute any warranty of properties unless explicitly referred to as such.
Article 4: Copyright and License
(1) The software (program and manual) supplied by the Licensor is protected by copyright. For the purposes of the relationship between the parties hereto, the Licensor shall be solely entitled to the rights relating to the software as well as any other documentation made available during the phase of preparing and implementing this agreement.
(2) During the term hereof, the Licensor shall grant to the Customer a non exclusive license for a limited term and a limited territory to use the software at the Customer’s premises for the Customer’s own purposes and in the manner described in the manual. The Customer shall be entitled to copy the software within the scope of its contractual use as contemplated herein. The Customer shall be entitled to load the software into the RAMs and harddisks of the hardware used by it, to use such software on a maximum number of computers, and to pass such software on to university students.
(3) The Customer shall be entitled to make the number of backup copies necessary for reliable operation. Such backup copies shall be marked as such and (as far as technically possible) shall be provided with the same copyright notice which also appears on the original data medium. The Customer shall not be entitled to copy the user’s manual for any purposes other than the Customer’s internal purposes.
(4) The Customer shall not be entitled to change or obscure in any manner any copyright notices, trademarks, other legal reservations, serial numbers or other features used for program identification purposes.
(5) Any other form of using the software, including, but not limited to, its compiling, editing, arranging, or modifying in any other manner whatsoever (other than decompiling pursuant to section 69e of the German Copyright Law [§ 69 UrhG]) or the (offline or online) dissemination of the software in any other manner as well as the renting or lending out thereof shall be subject to the written consent of the Licensor
(6) The Licensor shall be entitled to revoke the license rights for a material reason. A material reason shall, in particular, be deemed to exist if the Customer is in default with payment of a substantial part of the remuneration or if the Customer fails to abide by the terms and conditions of the license and fails to immediately remedy such default after the Licensor’s written request, including the Licensor’s announcement to terminate the license otherwise. In the event that the license is terminated, the Customer shall return to the Licensor the original software as well as any copies thereof, and delete any programs stored. The Customer shall further ensure that the software will no longer be used by any of the persons at its institution referred to in Article 1 paragraph 1. At the Licensor’s request, the Customer shall confirm in writing that he has returned such software and deleted such programs as aforestated.
Article 5: Customer’s Obligations
(1) The Customer assures that it is a training institution and approved as such by the government. Before the software is supplied, the Customer shall provide the Licensor with a legally binding written document showing beyond any doubt such approval as a public institution (university, technical college of higher education, etc.).
(2) If this agreement is concluded with employees of an institution, paragraph (1) shall analogously apply, so that the employee concerned will likewise be under the obligation to provide such assurance and evidence.
(3) After receipt of the software the Customer shall be required to register online on the Licensor’s website, indicating the serial number. Only in this way it will be ensured that the Customer may use software upgrades and updates and newsletters and/or may participate in forums throughout the term of this agreement, to the extent that such services are offered by the Licensor and that the Licensor is able to establish that the software has been properly acquired and used. This type of support and services shall only be available to the Customer, not however to the persons (units) referred to in Article 1.
(4) The Customer shall save its data in a manner consistent with the latest state of the art. The customer shall take reasonable measures in order to protect the software against unauthorized access by third parties.
(5) The Customer shall be obliged to download from the Licensor’s homepage the relevant software updates by data transmission on condition that the Licensor notifies the Customer that new updates are available.
Article 6: Time Schedule, Delays
< (1) Delivery dates shall be deemed to be non-binding unless the Licensor has explicitly declared any such delivery dates to be binding in writing. Delivery dates shall be subject to the Licensor’s receiving of any articles to be supplied in a correct condition and on time, unless the Licensor is responsible for any non-delivery by its suppliers.
(2) Delivery dates shall be extended by the period during which the Licensor is for any circumstances beyond its control (labour dispute, force majeure or any other hindrance beyond the Licensor’s control) prevented from performing its obligations hereunder, plus a reasonable start-up period following elimination of such hindrance.
(3) Partial shipments shall be permitted on condition that the parts delivered can be fully used in their own right. The Licensor shall be entitled to issue a separate invoice for every partial shipment.
Article 7: Terms of Payment
(1) For grant the software the customer has to pay to the licensor an annual license fee. The amount of this fee is indicated as part of the online order.
(2) Use of the software shall be limited to the FTU’s of the Organsiation.
(3) All amounts payable by the customer shall be paid to Cleverbridge AG via bank transfer as indicated on the invoice within 30 days after receiving the invoice, at the latest three weeks after grant the software to the customer.
(4) The Customer shall not be entitled to set off any payments unless the underlying claims are neither disputed nor unappealable. The Customer shall not be entitled to withhold any payments unless its counter-claims from the respective contractual relationship are neither disputed nor unappealable or unless the Licensor has violated any of its material obligations.
Article 8: Obligation to Inspect and to Report Defects
(1) The Customer shall be obliged to immediately inspect the software and software updates supplied (Article 4, subsection 3 hereof) and to report any defects in writing, including a detailed description (section 377 of the German Commercial Code [§ 377 HGB]).
(2) Reproducibility or the possibility to identify defects reported shall be a precondition for any repair or replacement work (refer to Article 8 heretobelow) by the Licensor. The Customer shall, in its defect notification, provide written information concerning the type of fault or error, the module where such fault or error occurred, as well as the work carried out at the time the fault or error occurred.
Article 9: Defects in Quality and Defects in Title
(1) The Licensor shall supply the software to the Customer in a condition free from defects in quality or defects in title. Defects affecting the suitability for use of the software to a minor extent only shall not be considered as defects for the purposes of this agreement. Functional impairment caused by the hardware and software environment made available by the Customer, operator error, defective external data, computer network malfunction or any other reason belonging to the Customer’s sphere of responsibility shall not be considered as defects for the purposes of this agreement.
(2 ) The Licensor shall eliminate any defects in quality by repair or replacement as the Licensor may elect. Such repair or replacement can, in particular, be carried out by delivering new software or by the Licensor showing ways to avoid such defect from reoccurring. The Customer shall be obliged to accept new software even if this means a reasonable adaptation effort on the part of the Customer.
(3 ) Repair or replacement in the case of defects in title shall be carried out by the Licensor providing the Customer with a lawful way to use the software. The Licensor shall be at liberty to replace the software concerned by equivalent software in conformity with the terms and conditions hereof if this is acceptable for the customer. In the event that any third party claims any industrial property rights in relation to the Customer, the Customer shall immediately notify the Licensor thereof in writing. The Licensor shall, as he may elect and after consultation with the Customer, either defend or satisfy such claims. The Customer shall not be entitled to accept any such claims raised by third parties. The Licensor shall defend at its own cost any such claims by a third party and shall hold the Customer harmless with regard to any costs and any damage related to the defending of such claims as aforesaid unless these are caused by the Customer violating its obligations.
< (4 ) In the event of a failure of repair or replacement as aforesaid the Customer shall be entitled to reduce its payment(s) or to cancel the agreement. Damages shall be subject to Article 9 hereof.
Article 10: Liability
(1) The Licensor shall pay damages or refund the Customer for futile expenditure for whatever legal reason (including, but not limited to, failure to fulfil obligations, tortuous act) to the following extent only:
– In the case of willful action and in the case of a guarantee concerning agreed properties: to the full amount.
-In the case of gross negligence: to the amount of the typical or foreseeable damage to be prevented by the Licensor’s obligation to exercise due care.
– In any other case, always subject to violation of a material contractual obligation and in the case of default: to the amount of typical and foreseeable damage.
(2) Otherwise, liability for ordinary negligence shall be excluded.
(3) Notwithstanding the foregoing, statutory liability for personal injury and under the product liability act remains unaffected. The Licensor shall be at liberty to raise the defence of the Customer’s being co-responsible for a damage.
(4) In the event of a loss of data, the Licensor’s liability shall be limited to the damage which would have occurred even with the Customer performing data backup procedures (Article 4, subsection 1 hereof).
Article 11: Term, Winding Up
(1) This agreement shall have a term of one year. It shall be automatically renewed by additional one-year terms unless any party hereto objects in writing to such renewal at least eight weeks prior to the end of the term hereof.
(2) In the event of a termination hereof, the Customer shall be obliged to return to the Licensor the original software (diskette/CD-ROM/DVD), including the user’s manual or shall be obliged to destroy the original software made available to it, and to immediately notify the Licensor thereof in writing. Furthermore, the Customer shall also be obliged to delete the software from any harddisks, RAMs and other terminals and to ensure that the software can no longer be used by the Customer or any of its employees or any third party, of which it shall assure the Licensor in writing.
Article 12: Contractual Penalty
(1) In case of infringements against Customers obligations in accordance with Article 4 (6) or 11 (2) a contractual penalty of 10% of the annual license fee to be paid to the Licensor is agreed upon. The payment of contractual penalty does not exclude the assertion of other claims for damages.
Article 13: Statutory Limitation of Liability
(1) Any claims which the Customer may have for reason of defects in quality or defects in title (Article 8) hereof shall become statute-barred within one year after delivery. In the event that a defect in title consists of a material right of any third party entitling such third party to claim the surrendering of the software, the statutory periods of limitation shall apply.
(2) Any other claims which the customer may have under contractual aspects or from an obligatory relationship shall become statute-barred one year after the statutory date of commencement of the period of limitation. Claims shall at the latest become statute-barred on expiration of the maximum statutory periods.
(3) The statutory periods shall apply to cases of personal injury (including violation of an individual’s freedom) and to cases of wilful action and gross negligence.
Article 14: Confidentiality
(1) The contracting parties undertake to preserve their mutual business and operating secrets and to treat strictly confidentially any knowledge acquired in the context of their.co-operation.
(2) Particularly confidential are all documents and data that are made mutually accessible by word of mouth, electronically, in writing or by any other means. This shall not be confined to recipes, manufacturing details, monographs or analytical methods and intellectual property.
Non-confidential data and documents are those which
– at the time of being communicated are already matters of common knowledge
– are already known to the other contracting party at the time of being communicated
– become a matter of common knowledge after being communicated without any involvement of the other informing contracting party
– are, after being communicated, made accessible to the other contracting party by a third party lawfully and without restrictions being attached in terms of confidentiality or use.
The party claiming common knowledge and/or disclosure shall be required to furnish proof thereof by presenting pertinent written records.
The documents and data communicated by the Licensor may not be passed on to any third party or otherwise made publicly known except with the prior written consent of theLicensor.
< (3 ) The obligation to observe confidentiality also extends to the Customer’s staff members. The Customer undertakes to refrain from passing on the data and records made accessible to it by the Licensor to staff members, advisors and other persons except to the extent necessary for achieving the purposes of mutual co-operation. The Customer shall commit such staff members, advisors and other persons in writing to secrecy to the same extent as herein agreed between the Parties except where the persons concerned are already committed to professional secrecy.
(4 ) The Customer is herewith informed that the Licensor collects, stores, and processes the Customer’s data to the extent necessary for the performance hereof and subject to the applicable data protection and data privacy laws. This data is never transmitted to third parties
(5) Further, the Organisation agrees that the Licensor may use the name and indicate the type and purpose of the Organisation for reference purposes.
Article 15: Final Provisions
(1) This contract contains all of the agreements of the parties with regard to the subject matter of this Agreement.
(2) All amendments and additions to the License Agreement must be in writing (also by fax, e-mail). The same shall apply to the amendment of this written form requirement. Attachments shall form an integral part of this agreement.
(3) If one or several provisions of the License Agreement are invalid, the validity of the remaining provisions and of the License Agreement itself shall remain unaffected. The same shall apply in the event that the License Agreement is incomplete. If the License Agreement contains an invalid provision or is incomplete the invalid or missing provision shall automatically be replaced by such valid provision as comes closest to the economic purpose of the License Agreement.
(4) Exclusive venue for all disputes arising from the License Agreement shall be the court of Berlin / Germany. The Licensor shall also be entitled, however, to take legal action before the competent court having jurisdiction for the Customer’s registered office.
(5) The laws of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG), shall be applicable to the License Agreement.
Terms & Conditions – Beta Test
Beta Tester Agreement
Last revised: June 28, 2016
This is an agreement between ATLAS.ti GmbH ("Company") and any person invited and willing to participate in the beta test process described below ("Tester"), in which Tester agrees to test a software program known as ATLAS.ti 8 for Windows ("Software") and keep Company aware of the test results.
1. Company's Obligations
Company shall provide Tester with a copy of Software and any necessary documentation and instruct Tester on how to use it and what test data is desired by Company. Upon satisfactory completion of the testing, Company may decide to furnish Tester with a discounted or free copy of the production version of Software, contingent upon Company's decision to proceed with production of Software or other factors.
2. Tester's Obligations
Tester shall test Software under normally expected operating conditions in Tester's environment during the test period. Tester shall gather and report test data as agreed upon with Company. Tester shall allow Company access to Software for inspection, modifications and maintenance and/or provide requested information, including system reports or descriptions of behavior. Tester shall regularly update Software and for this purpose ensure http access on standard port 80.
3. Software a Trade Secret
Software is proprietary to, and a valuable trade secret of, Company. It is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall maintain Software as well as access to beta test download and beta test program version in the strictest confidence. Tester will not, without Company's prior written consent:
(a) disclose any information about Software, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than Tester's employees if they are performing the testing and who shall then be subject to nondisclosure restrictions at least as protective as those set forth in this Agreement;
(b) copy any portion of Software or documentation, except to the extent necessary to perform beta testing; or
(c) reverse engineer, decompile or disassemble Software or any portion of it.
(d) disclose or share access data to beta test download site
(e) disclose or share beta test version of Software with any third party.
4. Security Precautions
Tester shall take reasonable security precautions to prevent Software from being seen or accessed by unauthorized individuals whether stored on Tester's hard drive or on physical copies (including, but not limited to, servers; removable, physical, virtual or cloud drives; or other media).
5. Term of Agreement
The test period shall begin with download of Software and last until notified by Company, or release of the production version of Software, whichever occurs first. This Agreement shall terminate at the end of the test period or when Company asks Tester to return Software, whichever occurs first. The restrictions and obligations contained in Clauses 4, 7, 8, 9 and 10 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.
6. Return of Software and Materials
If so requested, upon the conclusion of the testing period or at Company's request, Tester shall within 10 days return the original and all copies of Software and all related materials to Company and delete all portions of Software from computer memory.
7. Disclaimer of Warranty
Software is a test product and its accuracy and reliability are not guaranteed. Tester shall not rely exclusively on Software for any reason. Tester waives any and all claims Tester may have against Company arising out of the performance or nonperformance of Software.
SOFTWARE IS PROVIDED AS IS, AND COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
Company shall not be responsible for any loss or damage to Tester or any third parties caused by Software. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
9. No Rights Granted
This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Software or Company's trade secrets to Tester. Tester may not sell or transfer any portion of Software to any third party or use Software in any manner to produce, market or support its own products. Tester shall not identify Software as coming from any source other than Company.
10. No Assignments
This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. General Provisions
(a) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(e) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
(f) Governing Law: This Agreement shall be governed in accordance with the laws of the Federal Republic of Germany.
(g) Jurisdiction: The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in the Federal Republic of Germany in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.