Table Of Contents
1. Subject matter, delivery and installation
1.1. The following end user license agreement (“EULA”) applies to any contractual relationship whose subject matter comprises providing any kind of software (“Software”) by Bibliotheca (“we”, “us” or “our”) to any customer (“Licensee”) across all the global business units and Partner markets that Bibliotheca operate in.
We will deliver the Software in accordance with the product description in the documentation and with any applicable agreement, terms and conditions, purchase order, or the like.
The product description in the printed or electronically available documentation, as the case may be, conclusively defines the functional qualities of the Software. In particular, Licensee cannot imply any duty from any other published description or advertisement for the Software except to the extent we have expressly confirmed that other quality in writing.
1.2. Unless otherwise agreed, the Licensee will be provided with one (1) copy of the relevant version of the Software that is current at the time of delivery.
1.3. We will deliver the Software in the form of an executable object code, access to Internet hosted platforms accessible via web browser or programmatically via an API/SDK (e.g., Software as a Service, SaaS), at our election, by supplying the Software to the Licensee on a USB flash drive, embedded in a corresponding hardware of us delivered to the Licensee or other data media to the agreed delivery address (“Physical Delivery”), by making it available for download through the download service on our website (“Electronic Delivery”) or providing credentials for access to hosted platforms.
For the purpose of ascertaining whether delivery is timely, delivery of a Physical Delivery is deemed effected at the time we pass the CD-ROM, USB flash drive, hardware with the Software embedded or other data media to the forwarding agent, and an Electronic Delivery is deemed effected at the time we make the Software available for download and inform the Licensee accordingly, and risk passes at the time of such Physical Delivery or Electronic Delivery. SaaS Software Delivery is deemed effective at the time access credentials are provided.
1.4. Executable Software shall be installed and put in operation by the Licensee, unless otherwise agreed in writing. SaaS Software is fully installed and maintained by Bibliotheca. Notwithstanding the aforesaid, we can, at our election, install the Software and put the Software in operation by ourselves, or via one of Bibliotheca third party official Partners,
2. License Grant
2.1. We grant the Licensee a single, non-exclusive right to use the Software, including the documentation, for internal business purposes, subject to the provisions of this section.
2.2 Where Licensee purchases the Software, the License grant is unlimited in time; where Licensee rents access to SaaS Software, the License grant shall be limited to the period of time stipulated in the applicable agreement, terms and conditions, purchase order, or the like. All other rights to the Software and documentation, in particular rights to the ownership, copyright and trademark rights, remain with us.
2.3. The License grant to the Software shall be limited to the use of the Software for the purposes of using our goods and services to the extent such use is explicitly permitted according to the documentation of the respective Software. Any use beyond the purposes set out in the documentation is prohibited, in particular the use together with goods and services not provided by us.
2.4. With respect to Software (i) that is delivered embedded in corresponding products of ours (e.g. RFID reader), or (ii) that is designed for the use on such products, the Licensee is only entitled to use the Software exclusively on our products. The Licensee must not use the Software on products which are not created, designed, distributed or licensed by us or which are not otherwise on the market with our approval.
2.5. The Licensee is entitled to copy the Software only to the extent this is necessary for the purpose of the contractual relationship with us. The Licensee is permitted to create back up copies in accordance with best information technology practice to the extent this is necessary for ensuring the permitted use of the Software. The Licensee may not change or remove our copyright, licensing and authorship notices.
2.6. The Licensee is not permitted to translate, modify, arrange or otherwise alter the Software. Prior to undertake the aforementioned acts for the purpose of error correcting, the Licensee will notify us in writing on the error and grant us two attempts to correct the error.
3. Verification
3.1. The Licensee is obliged to constantly control and verify that the Licensee uses the Software in full compliance with the provisions of this EULA. The Licensee will immediately inform us, if the Licensee becomes aware of a use of the Software, which is not covered by this EULA, in particular the creation a higher number of copies of the Software than permitted by us to the Licensee. We may implement licensing mechanisms to prevent unauthorized usage which may not be disabled or otherwise tampered with by the Licensee.
3.2. Upon justified suspicion of a breach of this EULA, but in any case once annually, we shall be entitled to audit the Licensee’s use of the Software. We will conduct the audit solely through an independent third party that is bound to confidentiality and that will inform us only about identified breaches of this EULA. Any such audit will be conducted during the Licensee regular business hours and announced by us sufficiently in advance, but at least ten (10) business days.
3.3 We will bear the costs of the audit. However, if the Audit were to show an underpayment of licensee fees of five (5) per cent or more, the Licensee shall bear the costs of the audit.
Both parties will undertake all necessary measures to ensure that the audit will be conducted with any applicable data protection law.
4. Data Ownership
4.1 The Licensee retains ownership of all data whether stored locally or in SaaS environments.
4.2 Licensee grants Bibliotheca the right to use anonymized Licensee data hosted in SaaS environments for internal performance and quality of service purposes. Bibliotheca may compare this anonymized data to other Licensee anonymized data.
4.3 Licensee grants Bibliotheca the right to use anonymized Licensee data hosted in SaaS environments for the training of Artificial intelligence (AI) modules as used in Bibliotheca software solutions.
4.4 Bibliotheca’s right to use Licensee anonymized data ceases on Termination.
5. Passing on of the Software
5.1. The Licensee may pass on the Executable Software to one third party as one unit only, and provided that the Licensee entirely ceases and desists from its own use. The Licensee must hand over to the designated new user of the Software (“New Licensee”) all copies of the Software, including any existing backup copies and all related documents, particularly the documentation, and ensure that there are no copies or components of the Software left with the Licensee, for instance by irretrievably destroying such copies or components of the Software. SaaS Software access credentials may not be transferred. The Licensee may negotiate with Bibliotheca for disabling of Licensee access and provisioning of access for the third party.
5.2. Any temporary passing on of the use of the Software in part or in whole, including but without limitation the rental and lease of the Software, is not permitted.
6. Termination
6.1 Upon termination of this EULA, e.g. due to rescission, expiry of the agreed time period or termination, the Licensee shall immediately cease the use of the Software.
6.2 Upon our request, the Licensee shall either return the Software, including any and all documentation, or fully and irretrievably delete and destroy the Software form any devices the Software is stored on. This does not apply to the extent the Licensee is required to keep copies of the Software due to legal retention obligations. In such case, the Licensee shall fulfil the aforesaid obligations in regard to such copies immediately after the expiry of the applicable retention period.
6.3 Licensee shall without undue delay certify in writing to us that the Licensee has dully fulfilled the aforesaid obligations.