Non-binding English translation – Original German text shall be the sole legally binding version
§ 1 General information
(1) The following terms and conditions apply to the use of Knowledgeworker from chemmedia AG, Parkstrasse 35, 09120 Chemnitz (hereinafter "CHEMMEDIA") by the licensee and the users. These license terms apply exclusively to SaaS licenses, including free versions of Knowledgeworker, whereas separate license terms apply in particular to licenses of the standard software "Open Knowledgeworker".
(2) Knowledgeworker is legally protected. The copyright, patent rights, trademark rights and all other intellectual property rights to Knowledgeworker are the exclusive property of CHEMMEDIA in relation to the licensee or the respective user.
§ 2 Definitions
For the purposes of these license terms is or are
Concurrent Users users accessing Knowledgeworker at the same time;
Free License a free license that permits the use, redistribution and modification of copyrighted works under certain conditions specified in the associated license conditions (e.g. for open source software under the BSD license or LGPL license or for images under the Creative Commons License);
Main Contract the contract between CHEMMEDIA or an authorized sales partner and the licensee, on the basis of which the licensee uses Knowledgeworker;
Content Data data uploaded to CHEMMEDIA's servers by the Licensee or User or at the instigation of the Licensee or User or otherwise transferred to CHEMMEDIA's IT systems by the Licensee or User or at the instigation of the Licensee or User
Knowledgeworker the standard software "Knowledgeworker Create", "Knowledgeworker Coach", "Knowledgeworker Share" and "Knowledgeworker Cards" to the extent agreed in the main contract, including all delivered components and extensions as well as any delivered documentation, but not the standard software "Open Knowledgeworker";
License Territory means the territory of the European Economic Area and Switzerland, unless otherwise specified in the Main Agreement;
Licensee any natural or legal person or partnership that is granted rights of use to Knowledgeworker as a party to the Main Agreement;
Named Usersare users who access Knowledgeworkerwith an access assigned to them;
User any natural or legal person or partnership that uses Knowledgeworker;
SaaS License or SaaS Licenses are purely contractual rights of use for a limited period of time to Knowledgeworker, which are granted to the licensee on the basis of a contract for the granting of the right to use software as software as a service;
Trial Version free trial version of Knowledgeworker for testing purposes;
Unauthorized Content Data is content data that violates the law, an official order or morality or contains malware or promotes their distribution; This includes, in particular, violations of the General Equal Treatment Act (“Allgemeine Gleichbehandlungsgesetz”) and the provisions of youth and data protection, criminal and anti-competitive acts, violations of third-party rights, in particular the general right of personality, the right to one's own image, copyrights, rights to a name, trademark rights, company rights and other industrial property rights, violations of a right to privacy, the right to one's own image, copyrights, rights to a name, trademark rights, company rights and other industrial property rights, violations of a right to privacy, the right to a name, company rights and other industrial property rights, company and other industrial property rights, breaches of a trade or business secret as well as pornographic, violence-glorifying, discriminatory, religiously offensive, racist or right-wing extremist content, hate speech, spam and other unwanted advertising, viruses, worms, Trojans and phishing links;
Volume parameters relating to the scope of use, which are defined in more detail in the main contract, e.g. a certain number of registrations for a contribution;
Authorized Users are natural or legal persons or partnerships who can be identified on the basis of certain characteristics and who are permitted to use Knowledgeworker in accordance with the main contract.
§ 3 Scope of the rights of use to Knowledgeworker
(1) CHEMMEDIA grants the Licensee a purely contractual and non-transferable right to use Knowledgeworker for a limited period of time for the License Territory. The termination of the right of use is governed by the Main Contract. Any use outside the License Territory is prohibited.
(2) Unless otherwise agreed in the Main Contract, Knowledgeworker may only be used by the Licensee
for the types of Authorized Users agreed in the Main Contract,
for the number of Named Users agreed in the Main Contract,
for the number of Concurrent Users agreed in the Main Contract,
within the volume Limits agreed in the Main Contract, if applicable.
(3) The right of use is limited to the purpose of providing Knowledgeworker. Unless otherwise agreed in the Main Contract, Knowledgeworker may not be used in a way that may cause significant damage to the Licensee, third parties or the environment.
(4) All other acts of use, in particular the rental, loan and other use of Knowledgeworker by and for third parties (e.g. through outsourcing, data center activities, application service providing, cloud services) are not permitted without the prior written consent of CHEMMEDIA.
(5) Knowledgeworker, documents, proposals, test programs and other objects of CHEMMEDIA in connection with Knowledgeworker, which are made available to the Licensee or a user before or after the conclusion of the Main Contract, are considered intellectual property and business and trade secrets of CHEMMEDIA. Unless otherwise stated in the above, they may not be used in any way whatsoever without the written permission of CHEMMEDIA and must be kept secret in accordance with § 14 ("Confidentiality").
(6) If Knowledgeworker is provided free of charge, CHEMMEDIA only grants a contractual, limited, non-transferable right to use Knowledgeworker for the License Territory that can be freely revoked by CHEMMEDIA at any time. The right of use ends without the need for revocation or termination at the end of the period specified for free use.
§ 4 Copyright identification
CHEMMEDIA provides the code of Knowledgeworker and the user interface as well as the documentation, insofar as such is supplied, with references to the authorship of CHEMMEDIA. The Licensee and the respective User may not change or falsify these references without the consent of CHEMMEDIA.
§ 5 Disclosure to third parties
Knowledgeworker may not be passed on to third parties without the written consent of CHEMMEDIA.
§ 6 Investigation and testing of knowledge workers and reverse engineering
(1) The Licensee and the respective User may only observe, examine or test the functioning of Knowledgeworker without the consent of CHEMMEDIA in order to determine the ideas and principles underlying a program element if this is done by actions to which the Licensee or the respective User is entitled, in particular because these are covered by the intended purpose of the transfer of Knowledgeworker.
(2) The performance of examinations and tests of Knowledgeworker or the use of the results of such examinations and tests to produce identical or similar software or identical or similar functionality is prohibited. This also applies if the examinations and tests or the use of the results obtained from them are carried out without decompiling Knowledgeworker.
§ 7 Third-party programs and free licenses
(1) Insofar as Knowledgeworker contains or uses a third-party program or a program under a Free License, the license conditions applicable to these programs shall apply.
(2) In particular, Knowledgeworker contains or uses program libraries that are provided by third parties or under a Free License.
(3) CHEMMEDIA will make the relevant third-party programs and the associated license conditions available on request or they can be taken from the relevant program; the license conditions must be complied with.
§ 8 Special obligations of the Licensee and the Users
(1) The Licensee and the Users undertake to
check Knowledgeworker for functionality and to ensure that it functions and is used correctly before using Knowledgeworker productively,
take suitable safety precautions before starting Knowledgeworker, to prevent all known risks and dangers that could arise from the use of Knowledgeworker and that are recognizable with due diligence.
(2) Furthermore, the Licensee undertakes to
inform the Users of the present license conditions and to ensure that the Users agree to the license conditions,
to inform Users of all possible risks and dangers in connection with the use of Knowledgeworker.
(3) Unless otherwise agreed in the Main Contract, the Licensee or the respective User shall provide the hardware and software infrastructure required in its sphere of operation and shall take the necessary precautions against unauthorized access to its systems from outside, data loss and the infection and spread of malware (e.g. through antivirus programs, firewalls, penetration tests, data backup and in particular appropriate backup routines in accordance with the current state of the art for both data and programs, fault diagnosis, regular testing of results, contingency planning).
(4) Insofar as Knowledgeworker is provided free of charge and CHEMMEDIA therefore reserves the right to discontinue the service at any time and without prior notice, the Licensee or the respective User shall always store all data required by him separately in order to be able to continue using it even after the service has been discontinued.
(5) In addition, the Licensee and the Users are subject to duties of conduct for the purpose of ensuring proper use of Knowledgeworker, non-compliance with which may lead to disadvantages, in particular to the blocking of the Licensee's or the relevant User's access, termination of the Main Contract and claims for damages. In particular, the Licensee and the Users are obliged not to useKnowledgeworker in an unlawful or immoral manner and to respect the law and the rights of third parties. This includes the following obligations:
Before any processing of Content Data, it must be ensured that this is not Unauthorized Content Data.
As far as possible and reasonable, personal data must be made unrecognizable, anonymized or pseudonymized before processing with Knowledgeworker.
If Content Data contains personal data (e.g. contact data of a contact person or a sole proprietorship, data of a Licensee's own employee), all data protection requirements must be met, in particular the data subject must be adequately informed about the data processing, any necessary consent of the data subject must be obtained and compliance with data protection requirements must be documented and stored in a manner that provides evidence. The records must be destroyed as soon as they are no longer required. The Licensee is also the "controller" of the Content Data within the meaning of the EU General Data Protection Regulation and is therefore responsible for compliance with all other obligations of the controller under the EU General Data Protection Regulation.
Before any processing of Content Data, it must be checked whether the necessary rights to the work (e.g. texts, photographs, images, graphics) as well as to brand names, company names, logos and other trademarks and rights exist. In the case of photographs, it is also necessary to check whether the persons depicted have given the necessary consent; processing may not take place without this consent.
Excessive strain on Knowledgeworker due to improper use must be avoided.
(6) The Licensee and the Users have
to provide complete and truthful information for necessary registrations and other queries required to achieve the purpose of the contract,
to choose a user name that does not infringe the rights of third parties or other name and trademark rights or offend common decency,
to keep the password secret and not to disclose it to third parties under any circumstances and to inform CHEMMEDIA immediately if there are indications that his access is being or has been misused by third parties,
to inform CHEMMEDIA immediately of any subsequent changes to the data requested.
(7) The Licensee shall compensate CHEMMEDIA for any damage resulting from a breach of duty, unless the Licensee is not responsible for this. The Licensee shall indemnify CHEMMEDIA against all disadvantages incurred by CHEMMEDIA as a result of claims asserted by third parties due to damaging actions of the Licensee for which the Licensee is responsible. CHEMMEDIA is entitled to demand payment of a reasonable advance on any legal defense and/or legal advice costs.
(8) The provision in paragraph 7 shall apply accordingly to the liability of the User if a User has breached an obligation incumbent upon him under this license agreement, unless the User is not responsible for this. If the breach of duty was committed by several Users, they shall be jointly and severally liable. Joint and several liability shall also apply if the Licensee is liable alongside one or more Users.
(9) Further obligations of the Licensee and the Users arising from the Main Contract or under the law remain unaffected.
§ 9 Blocking
(1) CHEMMEDIA may temporarily block the Licensee's and/or a User's access for good cause and/or interrupt the connection of the resources made available to the Licensee by CHEMMEDIA to the Internet. An important reason for blocking or interruption by CHEMMEDIA exists in particular if
the Licensee or the User concerned breaches one of the obligations specified in § 8 ("Special obligations of the Licensee and the User"),
CHEMMEDIA is informed by third parties that the Licensee or the User in question is providing or distributing Unlawful Content Data, provided that the allegation of an infringement is not obviously incorrect, or
the Licensee is in arrears with the payment of the remuneration or a not insignificant part of the remuneration and CHEMMEDIA has unsuccessfully set the Licensee a reasonable grace period for payment.
In the cases of sentence 2 no. 1 and 2, CHEMMEDIA may temporarily block or permanently delete affected Content Data instead of interrupting it.
(2) The blocking of access, the interruption of the connection as well as the blocking and deletion of Content Data are only permissible after the unsuccessful expiry of a deadline set for remedial action or after an unsuccessful warning. In the event of a definitive refusal to perform or if other special circumstances exist which justify the action in question after weighing up the interests of both parties, there is no need to set a deadline for remedial action or issue a warning.
(3) If Knowledgeworker is provided free of charge, CHEMMEDIA may temporarily block the access of the Licensee and the Users at any time and without justification and/or interrupt the connection of the resources provided to the Licensee and the Users by CHEMMEDIA to the Internet. CHEMMEDIA may temporarily block or permanently delete affected Content Data instead of interrupting it.
(4) Further claims and rights of CHEMMEDIA, in particular to termination, suspension of services and compensation, remain unaffected.
§ 10 Secrecy
(1) The Licensee and the Users undertake to treat all information obtained from CHEMMEDIA in connection with the use of the software (e.g. information about details of the operation of Knowledgeworker, from user documentation and other documents) as confidential, even after the end of the contract, unless it has become public knowledge without breach of a confidentiality obligation. The Licensee and the Users shall store and secure this confidential information in such a way that access by third parties is impossible.
(2) The Licensee and the Users shall only make the information to be kept secret in accordance with paragraph 1 available to employees and other third parties who require access to this information in order to perform their official duties. They shall instruct these persons about the confidentiality of the confidential information.
(3) Further obligations of the Licensee or the User arising from the Main Contract or a separately concluded confidentiality agreement as well as from the law remain unaffected.
§ 11 Limitations of warranty and liability in the event of free transfer
(1) If Knowledgeworker is provided or granted the possibility of use free of charge, the provisions of this § 11 ("Limitations of warranty and liability in the case of free provision") shall apply, subject to a deviating provision in the Main Contract.
(2) CHEMMEDIA is only obliged to compensate the Licensee for damages due to a material defect or defect of title if CHEMMEDIA has acted intentionally, in particular if it has fraudulently concealed the defect or fraudulently misrepresented the absence of a defect. Any further warranty for material defects and defects of title is excluded.
(3) CHEMMEDIA's liability for damages is limited for claims outside the law of liability for material defects and defects of title (e.g. arising from impossibility, delay, breach of secondary contractual obligations and tort) in accordance with this paragraph 3. The liability of CHEMMEDIA without fault and for simple negligence is excluded. CHEMMEDIA's liability for gross negligence is also excluded if the Licensee or the User concerned is an entrepreneur, a legal entity under public law or a special fund under public law and there is no injury to life, limb or health.
(4) The exclusions and limitations of liability in this § 11 ("Limitations of warranty and liability in the case of free transfer") apply
for claims for compensation for wasted expenditure accordingly;
to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of CHEMMEDIA.
(5) The exclusions and limitations of liability in this § 11 ("Limitations of warranty and liability in the case of free provision") do not apply to the liability of CHEMMEDIA for intentional conduct, in cases of fraudulent intent, in the case of the assumption of a guarantee or in the case of claims under the Product Liability Act.
§ 12 New versions
If and as long as CHEMMEDIA does not announce new license terms with the delivery of an update, upgrade, patch or other new version of Knowledgeworker, these license terms also apply to new versions of Knowledgeworker.
§ 13 Final provisions
(1) These license conditions are subject exclusively to the law of the Federal Republic of Germany. Mandatory provisions for the protection of the consumer, which apply in the country in which the consumer has his habitual residence, remain unaffected.
(2) If the Licensee or the User concerned is a merchant, a legal entity under public law or a special fund under public law, or if the Licensee or the User concerned is not a consumer and has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes in connection with these license conditions shall be the registered office of CHEMMEDIA. Any other statutory place of jurisdiction shall also apply to legal action brought by CHEMMEDIA against the Licensee or the User concerned. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
(3) The agreements on the place of jurisdiction pursuant to paragraph 2 shall be governed exclusively by the law of the Federal Republic of Germany.
(4) This document is available in both an original German version and an English translation. The English translation is non-binding and is intended solely as a guide to the content of the regulations. The German-language original is therefore solely decisive for the content. The German version is also authoritative in the event of contradictions and ambiguities regarding interpretation.