Applicability, Subject Matter and Acknowledgement
This End-User License Agreement ("EULA") applies to the use of the software product Qvido, a professional Video Centration System, hereinafter referred to as the "Application" by End Users and associated components, documentation and materials.
The Application is a product of Fielmann Group AG Weidestraße 118a Hamburg, Germany. To the extent that the Application is provided / licensed and distributed to you by a Reseller, the Reseller is hereinafter referred to as the "Company" and Oaktree is hereinafter referred to as the "Partner" which is encompassed by “Partners”.
Please read this End-User License Agreement carefully before installing and using the Application. By installing and using the Application, you agree to be bound by the terms of this EULA. The terms of this EULA take precedence over any prior and, if applicable, different agreements. You are expressly prohibited from installing or otherwise using the Application without your agreement to this EULA.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
Application means the software program provided by the Company downloaded by You to a Device, named Qvido.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
Partners are also companies with whom the products and services are offered, not the End Users.
Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
You refers to either the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
Scope of License
The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement and solely for expressly intended purposes.
You agree not to, and You will not permit others to:
- (Sub)License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- Copy or use the Application for any purpose other than as permitted under the above section 3.1.
- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application. De-compilation is permitted without consent only if and to the extent that it is legally mandatory and necessary to establish inte- roperability and only in the event that the Company or its Partners are unable to assist here despite being requested to do so.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, Partners, suppliers or the licensors of the Application.
The Application and the associated components, documentation and materials, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company and / or its Partners.
The Company or its Partners shall not be obligated to indemnify or defend You with respect to any third-party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.
Feedback and Suggestions
Any feedback, comments, ideas, improvements or suggestions provided by You to the Company and / or its Partners with respect to the Application shall remain the sole and exclusive property of the Company and/or its Partners.
The Company and/or its Partners shall be free to use, copy, modify, publish, or redistribute the suggestions for any purpose and in any way without any credit or any compensation to You.
Modifications of the software
The Company and/ or its Partners reserve the right to modify the Application or any service to which it is linked, temporarily or permanently, with or without notice and without liability to You, provided that the essential functions are maintained or merely improved.
The Company and/ or its Partners may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other changes.
Updates may change or delete certain features and/or functionality of the Application. You agree that the Company and/ or its Partners is under no obligation to (i) provide any updates unless required by law or mandatory security reasons or (ii) provide or enable certain features and/or other functionality of the Application.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
Maintenance and Support
The Company provides maintenance and support for the use of the Application to the extent that any maintenance or support is agreed separately or required by applicable law.
Compliance with National and Local Regulations
You shall ensure compliance with the applicable, national and local legal provisions when using the Software. The Company merely provides software that is suitable for use in principle.
Term and Termination
The Agreement can be terminated annually with a notice period of 3 months. In the event of a breach of the license conditions, termination may be effected by the Company at any time. After termination, You are obligated to discontinue the use, deinstall and delete the Application permanently. You have to provide evidence of this by means of suitable documentation.
Indemnification for infringement of laws or rights of third parties
The Company, its affiliates, their parents, subsidiaries, affiliates, officers, employees, agents, and any licensors shall be indemnified against any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
Guarantees, Warranties, Liability
No guarantees result from this EULA.
The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates, Partners and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its Partners under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application.
To the maximum extent permitted by applicable law, in no event shall the Company, Partners or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company, Partners or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Cases of Unlimited Warranty and Liability
Insofar as the applicable national or local legal provisions provide for it, liability shall be unlimited for cases of intent and gross negligence. For cases of simple negligence, liability is limited to essential contractual obligations, i.e. those that are of particular importance for compliance with and achievement of the purpose of the contract, and to a maximum of the amount of the simple annual fees paid.
Severability and Waiver
Should any provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Changes to this Agreement
The Company and/ or its Partners reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, they will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company and/ or its Partners.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application. If the changes are unreasonable according to objective standards, there is a separate right to terminate the contract.
German law shall apply. The place of jurisdiction is Hamburg, Germany.