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Software transfer and license agreement "ChessBase 17"
By installing or downloading the software, the purchaser accepts the following terms and conditions.
1 Subject matter of the contract
1.1 ChessBase GmbH, Osterbekstr. 90a, 22083 Hamburg, Germany (hereinafter referred to as "ChessBase") hereby grants the Purchaser the simple, non-exclusive and unlimited right to use the software program
"ChessBase 17"
(hereinafter referred to as "Software") as well as the accompanying material. Details of the scope of the right of use granted are governed by Clause 2.
Accompanying material in the sense of this soft-ware transfer and license agreement are the program description and the operating instruc-tions. In the event that the software is delivered on a DVD, the accompanying material shall be included on the DVD in the form of PDF files or shall be made available for download. If the software is made available for download as a file on a web server, this shall also apply to the ac-companying material.
1.2 The following provisions shall apply equally to the software acquired on a data carrier and to the software acquired as a download.
The following provisions shall also apply to all patches and supplements to the Software as well as to all updates and upgrades of the sold version of the Software, if and to the extent that these are made available to the Purchaser by Chess-Base and to the extent that no deviating provisions are made in this respect.
The Purchaser has no claim to the provision and supply of updates and/or upgrades.
2 Scope of Use
2.1 ChessBase exclusively grants the Purchaser the right to install and to use the software for pri-vate and professional purposes in accordance with the provisions of section 2.3 on three indi-vidual computers (single-user license).
For the installation it is necessary to run the in-stallation programme supplied. While the instal-lation programme is being executed, the Pur-chaser is requested to enter the activation code which is also supplied.
The purchaser has the opportunity to install and activate the programme on three individual com-puters.
If, after the third installation and activation, the purchaser wishes to use the software on a fur-ther system, the software must first be deac-tivated and then uninstalled, including all associ-ated components.
The use of the software within a network is not permitted if this creates the possibility of multiple use of the software and no multi-user license within the meaning of section 2.2 has been ac-quired.
2.2 Upon request, ChessBase may grant a multi-user license for a certain number of work-stations. This requires the conclusion of a sepa-rate license agreement. For this purpose, the Purchaser may contact the address given under section 1.1. Further contact options can be found at www.chessbase.de.
In the event of multiple use of the software with-out the consent of Chess-Base or simultaneous use of the software for a larger group of users than agreed within the framework of a multi-user license, Chess-Base shall be entitled to demand an amount corresponding to the unauthorised use from the Purchaser as an additional license fee for the unauthorised scope of use. Further claims under clause 8 shall remain unaffected.
2.3 ChessBase exclusively grants the Purchaser a non-exclusive, unlimited right to use the soft-ware to the following extent:
a) Only the intended private or professional use is permitted.
b) The use of the software by chess asso-ciations, school chess groups or chess federations and the use by chess trainers and authors shall be deemed equivalent to private or professional use within the scope of this software transfer and license agreement.
c) In particular, the following shall not be permitted
(1) the rental, leasing or (sub-)licensing of the software and/or the accompany-ing material,
(2) making the Software available to the public against payment (e.g. on a serv-er accessible to the public or within the framework of commercial file-sharing exchanges or as the subject of a soft-ware subscription),
(3) the temporary or partial transfer of the use of the software to third parties against payment.
(4) the use of the software within com-mercial videos, in particular the integra-tion of the chessboard graphics, for ex-ample, within commercially distributed chess instruction videos. This use is on-ly permitted with the written consent of ChessBase and requires the clearly recognisable mention of ChessBase in the video.
Furthermore, the Purchaser is not permitted to claim copyright or any other intellectual property rights (other than the right of use granted) in the software or the accompanying material in any other way.
Any rights beyond clauses. 2.3 a) - c) is only permitted with the prior express written consent of ChessBase. Further details are regulated in section 2.5.
2.4 In the event of unauthorised use of the soft-ware and/or the accompanying material by the Purchaser, ChessBase shall incur claims against the Purchaser in accordance with Clause 8.
2.5 The right of use is limited to the machine-readable form of the software (object code). ChessBase is not obliged to make the source code available to the Purchaser.
2.6 The Purchaser is prohibited from making or having made changes, adjustments, extensions or other modifications to the software or the ac-companying material, either themself or through third parties.
This shall not apply to measures required to remedy defects in the software, provided that ChessBase is in default with the rectification of the defect following a written notice of defect and a request to remedy the defect. Furthermore, measures which are permitted to the Purchaser by indispensable statutory provisions are ex-cluded.
The Purchaser shall only be entitled to decom-pile the software within the limits of ยง 69e UrhG (German Copyright Act), and this only after they have granted Chess-Base the opportunity to es-tablish interoperability within a reasonable period of time.
2.7 Any reproduction of the software is prohibit-ed, in particular copying onto
electromagnetic, opto-electronic (e.g. DVD-ROM) or other data carriers. An exception to this is the creation of a maximum of two backup cop-ies of the software, insofar as this is necessary for the backup of future uses of the software for the contractually agreed, exclusively personal use. The backup copies shall be identified as such and shall bear the copyright notice of the original data carrier. In the case of a download, the backup copy must be provided with a note identifying ChessBase as the originator and naming the software version.
2.8 Trademarks, copyright notices and other no-tices regarding reservations of rights and grants of rights of use contained in the programme may not be removed, suppressed or altered.
3. rights of ChessBase to the software and the accompanying material
ChessBase retains ownership, copyright and all other rights (in particular licensing, distribution, exhibition, presentation, performance and publi-cation rights) to the software and accompanying material.
4 Passing on the Software
4.1 The Purchaser is not permitted to transfer rights and obligations arising from this software transfer and license agreement to third parties without the prior written consent of ChessBase. An exception to this is the transfer of the legally acquired software for private use, which is pos-sible in accordance with the following provisions.
The transfer of backup copies of the software is not permitted.
4.2 The Purchaser shall only be entitled to pass on the software and the accompanying material acquired by it if
a) the Purchaser has deactivated the soft-ware installed on its premises, has com-pletely deleted the software including all copies and partial copies and the Purchas-er has completely and finally given up its own use,
b) the subsequent user has agreed in writ-ing to the contents and validity of this soft-ware license agreement before the handing over of the data carriers and the accompa-nying material in the form that they enter in-to this agreement as the subsequent user in place of the purchaser and
c) the Purchaser assures ChessBase in writing that they have transferred the soft-ware and the accompanying material to the third party and have deleted their own backup copies.
The Purchaser is obliged to transmit the original written declaration of consent of the subsequent user to ChessBase immediately after transfer of the software and the accompanying material to the third party.
4.3 A transfer of the software and the accompa-nying material by the successor of the Buyer to further users is only permitted under the above conditions.
4.4 Any unlawful transfer of the software and/or the accompanying material shall trigger claims by ChessBase in accordance with clause 8. The same applies to backup copies and/or other un-authorised copies.
5 Warranty
5.1 By installing the software, the Buyer acknowledges that software cannot be created completely free of errors according to the state of the art and that errors in software programs and in the associated documentation cannot therefore be ruled out.
The Purchaser also acknowledges that it is not possible to develop software programs in such a way that they are error-free under all conditions of use and for all requirements of the customer or that they work together error-free with all pro-grams and hardware of third parties.
5.2 Therefore, within the scope of this software transfer and license agreement, ChessBase only owes the transfer of software that is basically usable for the purpose described in the accom-panying material. Chess-Base does not give as-surances of certain properties or of an individual usability presupposed by the Purchaser. The in-formation in the accompanying material does not represent any guaranteed properties or guaran-tee declarations.
Insignificant deviations of the software from the functions and performance features described in the accompanying material shall not constitute a defect.
Properties which the Purchaser expects accord-ing to the public statements of ChessBase, in particular in advertising, or in the labelling of cer-tain properties of the software, shall only be part of the agreed quality if they are expressly stated in the accompanying material.
5.3 Any defects in the software transferred to the Purchaser shall be notified to ChessBase in writ-ing without delay.
In the notification, the Purchaser must describe the defect and the circumstances of its occur-rence in sufficient detail.
5.4 The warranty claims are initially limited to rectification of the software. The manner of rem-edying defects shall be at the discretion of ChessBase and shall generally be effected by sending a new version of the software or by providing patches to the software, which Chess-Base shall make available for download via a web server.
The Purchaser is obliged to accept a new ver-sion of the software as a remedy as long as the functional scope of the original software is es-sentially retained.
If the remedy of the defect finally fails despite repeated attempts of ChessBase to remedy the defect, the Purchaser shall be entitled to a rea-sonable reduction of the purchase price or to withdraw from the contract under the further conditions described by law, unless the defect is insignificant.
ChessBase shall be entitled to circumvent any defect that may occur if this defect itself can only be remedied with disproportionate effort and if the use of the software does not suffer signifi-cantly as a result.
5.5 The Purchaser's warranty claims shall expire within two years after delivery or download of the software.
5.6 The Purchaser's warranty claims are exclud-ed or limited insofar as and to the extent that the defect is due to improper handling or use of the software or other fault on the part of the Pur-chaser.
6 Liability and Compensation
6.1 ChessBase shall be liable - irrespective of the legal basis - only for damages
a) if and to the extent that this is manda-tory by law under the Product Liability Act or in cases of injury to life, body or health,
b) insofar as and to the extent that the damage is based on grossly negligent or intentional conduct on the part of Chess-Base, as well as
c) in the event of a culpable breach of an essential contractual obligation (cardinal obligation).
Any further liability of ChessBase is excluded.
6.2 The liability of ChessBase according to clause 7.1 c) is furthermore
a) limited to foreseeable, typical, direct damage; liability for indirect damage, consequential damage and other financial loss, in particular liability for loss of profit, is excluded,
b) limited in amount to the purchase price paid by the Buyer for the Software.
7. claims for compensation by ChessBase
In the event of an infringement of the property rights, copyrights or rights of use to the licensed software and/or the accompanying material as well as in the event of an infringement of the ob-ligations entered into with this software transfer and license agreement by the Purchaser, ChessBase shall be entitled to statutory and contractual claims for compensation against the Purchaser. This shall apply in particular to breaches of the provisions in clauses 2.2 and 2.3.
8. final provisions
8.1 This contract shall be governed in all its parts by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Con-tracts for the International Sale of Goods (CISG).
8.2 Oral collateral agreements as well as sup-plements or amendments to this contract must be in writing to be effective. This shall also apply to any amendment of the written form require-ment itself.
8.3 Individual employees of ChessBase are not authorised to amend or supplement the provi-sions of this software transfer and license agreement in whole or in part. Amendments or supplements to this Agreement may only be made in writing by the management.
8.4 Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this contract. The invalid or unenforceable provision shall be replaced by a valid and en-forceable provision which comes as close as possible to the economic intention of the invalid or unenforceable provision.
The same shall apply in the event of a loophole in the contract.
8.5 Hamburg is agreed as the place of jurisdic-tion for all legal disputes arising from or in con-nection with this contract.
Notwithstanding the above provision, Chess-Base shall be entitled at its discretion to sue the Purchaser at its general place of jurisdiction or to initiate other legal measures.
This agreement on the place of jurisdiction shall not apply if the Purchaser is a consumer.
Status: October 2022
By installing or downloading the software, the purchaser accepts the following terms and conditions.
1 Subject matter of the contract
1.1 ChessBase GmbH, Osterbekstr. 90a, 22083 Hamburg, Germany (hereinafter referred to as "ChessBase") hereby grants the Purchaser the simple, non-exclusive and unlimited right to use the software program
"ChessBase 17"
(hereinafter referred to as "Software") as well as the accompanying material. Details of the scope of the right of use granted are governed by Clause 2.
Accompanying material in the sense of this soft-ware transfer and license agreement are the program description and the operating instruc-tions. In the event that the software is delivered on a DVD, the accompanying material shall be included on the DVD in the form of PDF files or shall be made available for download. If the software is made available for download as a file on a web server, this shall also apply to the ac-companying material.
1.2 The following provisions shall apply equally to the software acquired on a data carrier and to the software acquired as a download.
The following provisions shall also apply to all patches and supplements to the Software as well as to all updates and upgrades of the sold version of the Software, if and to the extent that these are made available to the Purchaser by Chess-Base and to the extent that no deviating provisions are made in this respect.
The Purchaser has no claim to the provision and supply of updates and/or upgrades.
2 Scope of Use
2.1 ChessBase exclusively grants the Purchaser the right to install and to use the software for pri-vate and professional purposes in accordance with the provisions of section 2.3 on three indi-vidual computers (single-user license).
For the installation it is necessary to run the in-stallation programme supplied. While the instal-lation programme is being executed, the Pur-chaser is requested to enter the activation code which is also supplied.
The purchaser has the opportunity to install and activate the programme on three individual com-puters.
If, after the third installation and activation, the purchaser wishes to use the software on a fur-ther system, the software must first be deac-tivated and then uninstalled, including all associ-ated components.
The use of the software within a network is not permitted if this creates the possibility of multiple use of the software and no multi-user license within the meaning of section 2.2 has been ac-quired.
2.2 Upon request, ChessBase may grant a multi-user license for a certain number of work-stations. This requires the conclusion of a sepa-rate license agreement. For this purpose, the Purchaser may contact the address given under section 1.1. Further contact options can be found at www.chessbase.de.
In the event of multiple use of the software with-out the consent of Chess-Base or simultaneous use of the software for a larger group of users than agreed within the framework of a multi-user license, Chess-Base shall be entitled to demand an amount corresponding to the unauthorised use from the Purchaser as an additional license fee for the unauthorised scope of use. Further claims under clause 8 shall remain unaffected.
2.3 ChessBase exclusively grants the Purchaser a non-exclusive, unlimited right to use the soft-ware to the following extent:
a) Only the intended private or professional use is permitted.
b) The use of the software by chess asso-ciations, school chess groups or chess federations and the use by chess trainers and authors shall be deemed equivalent to private or professional use within the scope of this software transfer and license agreement.
c) In particular, the following shall not be permitted
(1) the rental, leasing or (sub-)licensing of the software and/or the accompany-ing material,
(2) making the Software available to the public against payment (e.g. on a serv-er accessible to the public or within the framework of commercial file-sharing exchanges or as the subject of a soft-ware subscription),
(3) the temporary or partial transfer of the use of the software to third parties against payment.
(4) the use of the software within com-mercial videos, in particular the integra-tion of the chessboard graphics, for ex-ample, within commercially distributed chess instruction videos. This use is on-ly permitted with the written consent of ChessBase and requires the clearly recognisable mention of ChessBase in the video.
Furthermore, the Purchaser is not permitted to claim copyright or any other intellectual property rights (other than the right of use granted) in the software or the accompanying material in any other way.
Any rights beyond clauses. 2.3 a) - c) is only permitted with the prior express written consent of ChessBase. Further details are regulated in section 2.5.
2.4 In the event of unauthorised use of the soft-ware and/or the accompanying material by the Purchaser, ChessBase shall incur claims against the Purchaser in accordance with Clause 8.
2.5 The right of use is limited to the machine-readable form of the software (object code). ChessBase is not obliged to make the source code available to the Purchaser.
2.6 The Purchaser is prohibited from making or having made changes, adjustments, extensions or other modifications to the software or the ac-companying material, either themself or through third parties.
This shall not apply to measures required to remedy defects in the software, provided that ChessBase is in default with the rectification of the defect following a written notice of defect and a request to remedy the defect. Furthermore, measures which are permitted to the Purchaser by indispensable statutory provisions are ex-cluded.
The Purchaser shall only be entitled to decom-pile the software within the limits of ยง 69e UrhG (German Copyright Act), and this only after they have granted Chess-Base the opportunity to es-tablish interoperability within a reasonable period of time.
2.7 Any reproduction of the software is prohibit-ed, in particular copying onto
electromagnetic, opto-electronic (e.g. DVD-ROM) or other data carriers. An exception to this is the creation of a maximum of two backup cop-ies of the software, insofar as this is necessary for the backup of future uses of the software for the contractually agreed, exclusively personal use. The backup copies shall be identified as such and shall bear the copyright notice of the original data carrier. In the case of a download, the backup copy must be provided with a note identifying ChessBase as the originator and naming the software version.
2.8 Trademarks, copyright notices and other no-tices regarding reservations of rights and grants of rights of use contained in the programme may not be removed, suppressed or altered.
3. rights of ChessBase to the software and the accompanying material
ChessBase retains ownership, copyright and all other rights (in particular licensing, distribution, exhibition, presentation, performance and publi-cation rights) to the software and accompanying material.
4 Passing on the Software
4.1 The Purchaser is not permitted to transfer rights and obligations arising from this software transfer and license agreement to third parties without the prior written consent of ChessBase. An exception to this is the transfer of the legally acquired software for private use, which is pos-sible in accordance with the following provisions.
The transfer of backup copies of the software is not permitted.
4.2 The Purchaser shall only be entitled to pass on the software and the accompanying material acquired by it if
a) the Purchaser has deactivated the soft-ware installed on its premises, has com-pletely deleted the software including all copies and partial copies and the Purchas-er has completely and finally given up its own use,
b) the subsequent user has agreed in writ-ing to the contents and validity of this soft-ware license agreement before the handing over of the data carriers and the accompa-nying material in the form that they enter in-to this agreement as the subsequent user in place of the purchaser and
c) the Purchaser assures ChessBase in writing that they have transferred the soft-ware and the accompanying material to the third party and have deleted their own backup copies.
The Purchaser is obliged to transmit the original written declaration of consent of the subsequent user to ChessBase immediately after transfer of the software and the accompanying material to the third party.
4.3 A transfer of the software and the accompa-nying material by the successor of the Buyer to further users is only permitted under the above conditions.
4.4 Any unlawful transfer of the software and/or the accompanying material shall trigger claims by ChessBase in accordance with clause 8. The same applies to backup copies and/or other un-authorised copies.
5 Warranty
5.1 By installing the software, the Buyer acknowledges that software cannot be created completely free of errors according to the state of the art and that errors in software programs and in the associated documentation cannot therefore be ruled out.
The Purchaser also acknowledges that it is not possible to develop software programs in such a way that they are error-free under all conditions of use and for all requirements of the customer or that they work together error-free with all pro-grams and hardware of third parties.
5.2 Therefore, within the scope of this software transfer and license agreement, ChessBase only owes the transfer of software that is basically usable for the purpose described in the accom-panying material. Chess-Base does not give as-surances of certain properties or of an individual usability presupposed by the Purchaser. The in-formation in the accompanying material does not represent any guaranteed properties or guaran-tee declarations.
Insignificant deviations of the software from the functions and performance features described in the accompanying material shall not constitute a defect.
Properties which the Purchaser expects accord-ing to the public statements of ChessBase, in particular in advertising, or in the labelling of cer-tain properties of the software, shall only be part of the agreed quality if they are expressly stated in the accompanying material.
5.3 Any defects in the software transferred to the Purchaser shall be notified to ChessBase in writ-ing without delay.
In the notification, the Purchaser must describe the defect and the circumstances of its occur-rence in sufficient detail.
5.4 The warranty claims are initially limited to rectification of the software. The manner of rem-edying defects shall be at the discretion of ChessBase and shall generally be effected by sending a new version of the software or by providing patches to the software, which Chess-Base shall make available for download via a web server.
The Purchaser is obliged to accept a new ver-sion of the software as a remedy as long as the functional scope of the original software is es-sentially retained.
If the remedy of the defect finally fails despite repeated attempts of ChessBase to remedy the defect, the Purchaser shall be entitled to a rea-sonable reduction of the purchase price or to withdraw from the contract under the further conditions described by law, unless the defect is insignificant.
ChessBase shall be entitled to circumvent any defect that may occur if this defect itself can only be remedied with disproportionate effort and if the use of the software does not suffer signifi-cantly as a result.
5.5 The Purchaser's warranty claims shall expire within two years after delivery or download of the software.
5.6 The Purchaser's warranty claims are exclud-ed or limited insofar as and to the extent that the defect is due to improper handling or use of the software or other fault on the part of the Pur-chaser.
6 Liability and Compensation
6.1 ChessBase shall be liable - irrespective of the legal basis - only for damages
a) if and to the extent that this is manda-tory by law under the Product Liability Act or in cases of injury to life, body or health,
b) insofar as and to the extent that the damage is based on grossly negligent or intentional conduct on the part of Chess-Base, as well as
c) in the event of a culpable breach of an essential contractual obligation (cardinal obligation).
Any further liability of ChessBase is excluded.
6.2 The liability of ChessBase according to clause 7.1 c) is furthermore
a) limited to foreseeable, typical, direct damage; liability for indirect damage, consequential damage and other financial loss, in particular liability for loss of profit, is excluded,
b) limited in amount to the purchase price paid by the Buyer for the Software.
7. claims for compensation by ChessBase
In the event of an infringement of the property rights, copyrights or rights of use to the licensed software and/or the accompanying material as well as in the event of an infringement of the ob-ligations entered into with this software transfer and license agreement by the Purchaser, ChessBase shall be entitled to statutory and contractual claims for compensation against the Purchaser. This shall apply in particular to breaches of the provisions in clauses 2.2 and 2.3.
8. final provisions
8.1 This contract shall be governed in all its parts by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Con-tracts for the International Sale of Goods (CISG).
8.2 Oral collateral agreements as well as sup-plements or amendments to this contract must be in writing to be effective. This shall also apply to any amendment of the written form require-ment itself.
8.3 Individual employees of ChessBase are not authorised to amend or supplement the provi-sions of this software transfer and license agreement in whole or in part. Amendments or supplements to this Agreement may only be made in writing by the management.
8.4 Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this contract. The invalid or unenforceable provision shall be replaced by a valid and en-forceable provision which comes as close as possible to the economic intention of the invalid or unenforceable provision.
The same shall apply in the event of a loophole in the contract.
8.5 Hamburg is agreed as the place of jurisdic-tion for all legal disputes arising from or in con-nection with this contract.
Notwithstanding the above provision, Chess-Base shall be entitled at its discretion to sue the Purchaser at its general place of jurisdiction or to initiate other legal measures.
This agreement on the place of jurisdiction shall not apply if the Purchaser is a consumer.
Status: October 2022