Subscription Model. Licensee acquires the right to use the respective major release of the soft- ware product in accordance with this license agreement for a fixed period of time, the so-called subscription term. In addition, certain services (hotline support and the right to use the latest ver- sion) may be included in a Subscription model and are not offered in separate Software Mainte- ▇▇▇▇▇ Agreements. The Licensor charges a Subscription Fee per Subscription Term. 1.5 Essential definitions, descriptions, and explanations for different license models for the Licen- sor's software products. Concurrent Use / Floating Licenses may be used by more than one User or Instance. The number of users with the right to use the licensed software product at the same time is governed by the number of concurrent use / floating licenses, if the software product (a) is installed on a server and is started by a user from another computer that is part of the same internal network as the file server, or (b) is installed on a user's computer but is available for use only if that user's computer can access it from a file server over an internal network; or (c) is installed on a computer for a limited period of time through a documented / controlled "li- cense check-out process" (borrowing of the license), which ensures that the number of licenses in the network is automatically reduced / adjusted. This includes automatic return of the granted li- cense at the end of the period specified in the system or manual license return at an earlier time. Concurrent Use Licenses are available as (a) factory-bound Concurrent Use Licenses or (b) global Concurrent Use Licenses. Global Concurrent Use Licenses are subject to higher fees than Factory Concurrent Use Licenses. (d) Provided that the licenses are available on a server, the software can be used on premise. Single Use License means a license that limits the right to use the Software Product to a particular instance on which the Software Product is used and/or to a particular person who uses the Soft- ware. 1.6 If the Software Product is identified by Licensor as an "Update", "Upgrade", "Patch" or "Sub- scription", Licensee must have the Software Product License identified by Licensor as appropriate for the Update, Upgrade or Patch in order to use the Software Product. A Software Product identi- fied by Licensor as an Update, Upgrade or Patch replaces and/or enhances the original Product that served as the basis for the Update and Upgrade. Licensee may use the respective upgrade or patch only in accordance with the terms of this License Agreement. If the Software Product is an upgrade of a component of a software package licensed as a single product, Licensee may use and transfer the Software Product only as a component of that single product package. Licensee is not permitted to split it for use on multiple computers. A valid Subscription Agreement entitles the Licensee to use the latest software product by default. 1.7 The Software Product may contain codes, objects and other intellectual property developed by licensors or third parties and licensed by them and integrated into the Software Product ("Embed- ded Third Party Software"). Any Embedded Third Party Software or open source code and open source licenses used shall not limit or impair the rights of use granted to Licensee and may be ac- cessed at any time within the respective software used. In individual cases, the respective license conditions can be provided by the Licensor upon request at any time. 1.8 Any terms and conditions of purchase of the Licensee that conflict with or deviate from this Agreement shall not become part of the Agreement, even if the Licensor does not expressly object to them. Amendments to the ▇▇▇▇ must be expressly agreed in writing by both parties.
Appears in 1 contract
Sources: End User License Agreement (Eula)
Subscription Model. Licensee acquires the right to use the respective major release of the soft- ware product in accordance with this license agreement for a fixed period of time, the so-called subscription term. In addition, certain services (hotline support and the right to use the latest ver- sion) may be included in a Subscription subscription model and are not offered in separate ZEISS Software Mainte- ▇▇▇▇▇ Maintenance Agreements. The Licensor licensor charges a Subscription Fee subscription fee per Subscription Termsubscription term.
1.5 Essential definitions, descriptions, and explanations for different license models for the Licen- sorlicensor's software soft- ware products. Concurrent Use use / Floating Licenses floating licenses may be used by more than one User user or Instanceinstance. The number of users with the right to use the licensed software product at the same time is governed by the number of concurrent use / floating licenses, if the software product
(a) is installed on a server and is started by a user from another computer that is part of the same internal network as the file server, or
(b) is installed on a user's computer but is available for use only if that user's computer can access it from a file server over an internal network; or
(c) is installed on a computer for a limited period of time through a documented / controlled "li- cense check-out process" (borrowing of the license), which ensures that the number of licenses in the network is automatically reduced / adjusted. This includes automatic return of the granted li- cense at the end of the period specified in the system or manual license return at an earlier time. Concurrent Use Licenses use licenses are available as (a) factoryplant-bound Concurrent Use Licenses concurrent use licenses or (b) global Concurrent Use Licensescon- current use licenses. Global Concurrent Use Licenses concurrent use licenses are subject to higher fees than Factory Concurrent Use Licensesplant-bound concurrent use licenses.
(d) Provided that the licenses are available on a server, the software can be used on premise.
1.6 Essential definitions, descriptions and explanations for single use licenses / user-bound licenses for the licensor's software products. Single Use License use license / user-bound license means a license licenses that limits the right to use the Software Product software product .
(a) Single use licenses are licenses that are either dependent on the use of a software dongle for each license or that are permanently assigned to a particular instance on which the Software Product is used and/or to a particular person who uses the Soft- wareterminal device.
1.6 (b) User-bound licenses are licenses that only permit use by a specific person or allow personalized access. Access is granted at the discretion of the licensor by means of a user ID (name, user ID, e- mail).
1.7 If the Software Product software product is identified by Licensor as an "Updateupdate", "Upgradeupgrade", "Patchpatch" or "Sub- sub- scription", Licensee licensee must have the Software Product License software product license identified by Licensor as appropriate for the Updateupdate, Upgrade upgrade or Patch in order patch to use the Software Productsoftware product. A Software Product identi- fied software product identified by Licensor licensor as an Updateupdate, Upgrade upgrade or Patch patch replaces and/or and / or enhances the original Product product that served as the basis for the Update update and Upgradeupgrade. Licensee may use the respective upgrade or patch only in accordance with the terms of this License Agreementlicense agreement. If the Software Product software product is an upgrade of a component of a software package licensed as a single product, Licensee licensee may use and transfer the Software Product software product only as a component of that single product package. Licensee is not permitted permit- ▇▇▇ to split it for use on multiple computers. A valid Subscription Agreement subscription agreement entitles the Licensee licensee to use the latest software product by default.
1.7 1.8 The Software Product software product may contain codes, objects and other intellectual property developed by licensors or third parties and licensed by them and integrated into the Software Product software product ("Embed- embed- ded Third Party Softwarethird party software"). Any Embedded Third Party Software embedded third party software or open source code and open source licenses used shall not limit or impair the rights of use granted to Licensee licensee and may be ac- cessed at any time within the respective software used. In individual cases, the respective license conditions can be provided by the Licensor licensor upon request at any time.
1.8 1.9 Any terms and conditions of purchase of the Licensee licensee that conflict with or deviate from this Agreement agreement shall not become part of the Agreementagreement, even if the Licensor licensor does not expressly object to them. Amendments to the ▇▇▇▇ must be expressly agreed in writing by both parties.
2. Term, termination and amendments to the ▇▇▇▇
2.1 In the 7-year model, this license agreement and the right of use shall become legally effective upon payment of the license fees to the licensor (effective date). The license agreement shall commence, except for license agreements limited in time, on the date specified in the licensor's order confirmation (effective date) or on the entry date specified by the licensee in the agreement (effective date). If two effective dates exist at the time of the agree- ment, the effective date specified by licensee in an agreement in text form shall prevail. This li- cense agreement and with it the right of use shall automatically terminate seven (7) years after the effective date. If additional concurrent users are added after payment of the initial license fee, the term for their use of the software product will terminate at the previously existing term in effect at the current time. If licensee purchases an upgrade, the term of this license agreement will continue on the ba- sis set in the new upgrade license and authorization document.
2.2 In the subscription model, this license agreement shall commence on the first day of the sub- scription term specified in licensor's order confirmation (effective date) or on the entry date specified by licensee in an agreement (in text form) (effective date). If two effective dates exist at the time of the agreement, the effective date specified by licensee in an agreement (in text form) shall prevail. To the extent automatic renewals are permitted in licensee's country, region, province or state, this subscription will automatically renew for an additional subscription term ("extended subscription term"), if the subscription agreement is not timely terminated. Licensor will use commercially rea- sonable efforts to notify licensee of the extension. For each renewal, the prices in effect on the first day of the new subscription term will apply. Licensee will be notified of any price increases, if any, in the course of notifying licensee of the renewal. The subscription model will be fee-based either
a) on the effective date, if customer has not purchased any additional services for setup that are explicitly related to the subscription product in question and that are an indispensable technical prerequisite for software use by the licensee, or
b) after ZEISS has set up the service for the customer, which were explicitly acquired in connection with the subscription product in question and which are an indispensable technical prerequisite for software use by the licensee (e.g. installation). Subsequent purchases under an existing subscription agreement will be billed on a pro-rated daily basis for the remainder of the current subscription period. If a new subscription period begins as a result of an automatic renewal of the subscription agree- ment, the fee for the agreed services, including additional purchases, will be charged for the origi- ▇▇▇▇▇ agreed duration of the new subscription period.
2.3 In the subscription model, this license agreement may be terminated by licensee vis-à-vis licen- sor as follows:
a) thirty (30) days prior to the end of the subscription period, if a subscription period of one year was selected at the beginning, b) fourteen (14) days prior to the end of the current month, if a subscription period of one month was selected at the beginning, or c) fourteen (14) days prior to the effective date of an announced price increase, online via the respective ZEISS portal for registered users, by registered mail or e-mail. Termination shall take effect upon expiry of the subscription period selected at the beginning, with which the right of use also ends, or in the event of termination in accordance with Clause 2.3.c on the date of the price increase.
2.4 The Licensor shall be entitled to terminate this license agreement and the corresponding rights of use with immediate effect if the licensee violates any provision of this license agreement or tac- itly tolerates a violation of this license agreement by third parties or fails to fulfill its obligations un- der this license agreement or if the licensee files for insolvency or a change of control occurs at the licensee.
2.5 Notwithstanding the foregoing provisions of section 2 and unless otherwise agreed in this li- cense agreement, this license agreement shall terminate automatically upon licensee's breach of any of its provisions. In addition, unless otherwise agreed (e.g. in the case of concurrent use / floating licenses), this license agreement shall terminate automatically if licensee transfers posses- sion of the software product or a copy of the software to a third party (Sections 4.3 to 4.6) or sells the computer or measuring device on which the software product is installed to a third party. The right to use the previous version(s) ends with the installation of the update or upgrade. The licen- see is no longer entitled to use the previous version(s) on another computer system or to make one or more previous versions available for use by third parties.
2.6 Under no circumstances are license fees fully or partially refundable upon termination or mutu- ally agreed termination of this agreement unless ZEISS is responsible for the early termination of this agreement. licensee must, comply with the conditions for return and deletion set forth in sec- tion 10. The licensee undertakes to destroy all copies of the software product - as a whole, in parts or in combination with other software - upon termination of this license agreement.
Appears in 1 contract
Sources: End User License Agreement (Eula)