Terms of Use

I. General Licence and Maintenance Conditions

          1. General

  • These license terms and conditions are part of all offers and contracts for the provision of licenses and maintenance work and shall apply to all current and future business relations.
  • Any deviating agreements and terms and conditions shall only be binding if confirmed in writing by AVA Software UG.
  • AVA Software UG provides services exclusively to entrepreneurs as defined by § 14 BGB and not to consumers as defined by § 13 BGB.

          2. Offers

  • We shall be bound by our offers for a period of 4 weeks after submission of the offer. This applies exclusively to written offers.
  • Deadline commitments made in the offer shall be postponed for the duration of force majeure, storms, strikes, lock-outs, civil unrest, pandemics, war, etc.
  • promised deadlines shall become null and void for the aforementioned reasons if the performance of the promised services becomes impossible.
  • Contract, applicable law, colluding GTCs.
  • Contracts concluded with us are exclusively subject to German law.
  • All contracts concluded with us are subject to German law. All contracts concluded with us are subject to our terms and conditions in their latest version. Our terms and conditions of business shall apply first and the statutory provisions second, insofar as the statutory provisions can be waived.
  • The licensee’s terms and conditions shall have subordinate validity to our terms and conditions.

          3. Execution

  • The execution of the services offered shall be carried out in accordance with the specifications made in the offer.
  • If it is not possible to carry out the work in accordance with the details given in the offer, we shall inform the client of this and, if necessary, suspend the execution of the order until the client has given his consent. 3. the costs of any work which we are unable to carry out shall be borne by the client.
  • The costs for the non-use of the license through no fault of our own shall be borne by the client.

         4. Services, Terms, Restrictions on Services

        4.1 Provisions concerning licenses as the sole component of a contract for the transfer of use of software and in the case of a uniform contract for the transfer of use and maintenance

  • Licenses, Terms

          The type of license is determined by the purpose for which the license was provided (commercial or academic).

          1. a) Local license (node-locked)

          If you buy a local license with software encryption, the software can only be used on one computer. If you buy a new computer (with proof of purchase), the license can be transferred.

          2. b) Academic licenses

          Academic licenses of AVA software are offered for non-commercial purposes at a very competitive price.

          3. c) Student license

          The student license is provided for one year at a very favourable price.

  • Versions

          1. a) Trial Version

          The Trail version can be installed free of charge on the ava-software.tech homepage.

          2. b) Version

          New versions contain bug fixes, improvements and new programme functions.

  • Licence holder

          The licenced carrier is the pre-configured installation file (.exe file) which is compiled specifically for the customer and is an inseparable part of the software.

  • Installation of Software, Technical Support

          1. a) The software installation is carried out via the pre-programmed .exe file

          2. b) Basic Support is provided to users of the Basic package.

          3. c) Advanced Support is provided to all users of the Premium and Academic packages.

          4. d) With the conclusion of the licence agreement, the licensee receives the non-transferable and non-exclusive right to use the software for his own purposes.

          5. e) the licensee may copy the software products for backup purposes only. Copyright notices in the software products may not be deleted.

          6. f) The licence is limited in time.

  • Support

          1. a) Basic Support

          (1) Customer support – technical support for:

  • Installation questions – unrestricted
  • Technical questions in connection with the stored formulas – limited to a maximum of three questions per year of use. Additional questions are subject to additional fees, which must be agreed upon and paid separately and confirmed in text form.
  • Technical questions in connection with programme settings and programme operation are limited to a maximum of three questions per year of use. Additional questions are subject to additional fees, which must be agreed upon and remunerated separately and confirmed in text form.
  • The questions can be asked by telephone, e-mail and post. They will be answered within the specified opening hours (usually between 09:00-12:00 and 13:00-16:00) within a reasonably short period of time. General public holidays in Germany are excluded.

          (2) Documents are only transmitted in electronic form.

          2. b) Advanced Support

          Includes the services described under Basic Support + new versions of the AVA software.

  • The maintenance services do not include any obligation to extend the software to meet customer requirements.
  • Additional services such as in particular the installation of the software by AVA Software UG as well as training courses, hardware-related services and other services not agreed upon outside of Section V. of these Licence and Maintenance Conditions shall be agreed upon separately.
  • The adaptation to legal changes, new or amended directives, ordinances, etc., which have an influence on the agreed purpose, must be agreed upon separately which have an influence on the agreed purpose of the software to be maintained. These adaptations shall be carried out by AVA Software UG within the scope of its technical programming possibilities. If it is necessary to create new programs, this shall not be covered by the present maintenance agreement. The adjustments shall be made within a reasonable period of time after the announcement of the change in the law or the new introduction.
  • Obligations and Restrictions on the Licensee

          Licensee may use the Licensed Software only in accordance with AVA Software UG.

          Licensee shall be subject to the following restrictions:

  • Performing inverse analysis, software decompilation and disassembly, also with the aid of third-party software, in order to decode the coding may only be carried out with the prior permission of AVA Software UG in text form. A subsequent approval is excluded
  • The licensee shall be prohibited from the following obligations under the law of obligations as well as dispositions in rem and uses or applications as follows:
  • The sale, representation, leasing of software licenses or transfer of license rights to third parties without the prior written consent in text form of AVA Software UG.
  • The alteration, modification and hiding of logos as well as descriptions from the source reports.
  • The modification, alteration or adaptation of the AVA Software including the source documents and/or the production of a new product based on the AVA Software.
  • The use of additional software to decrypt or break security devices or to block security devices, the use of unregistered security codes, serial numbers or any other means to make, use or distribute illegal copies.

          Academic licences may only be used by state or state-recognised universities, colleges, vocational schools and HTLs and non-commercial research institutions (“Academic Institutions”) for non-commercial purposes. Use for commercial purposes is not permitted.

  • Fees
  1. For the granting of the licence, the licensee shall pay the licence fee listed in the offer plus value-added tax by the stipulated due date in cash to our account stated on the invoice form. The invoice shall be sent in text form and/or by post. The licence price shall not include any customs or import duties; should such be incurred, they shall be borne by the Licensee.
  2. AVA Software UG reserves the right to change the price list without prior notice.
  3. In case of default of payment, AVA Software UG shall be entitled to charge interest in the amount of 9% above the base rate of the European Central Bank valid on the due date. The legal right of Systems to withdraw from the contract or to claim damages for non-performance shall remain unaffected by this.
  4. In the event of default in payment, AVA Software UG shall be entitled to charge interest at a rate of 9% above the base rate of the European Central Bank applicable on the due date. The legal right of Systems to withdraw from the contract or to claim damages for non-performance shall remain unaffected.
  • Warranty, Inspection, Complaint
  1. AVA Software UG declares that it has the right to grant licenses for the software listed in the offer.
  2. AVA Software UG warrants that the Software is described in the published product documentation in a generally accurate manner and is fit for use in accordance with this information.
  3. Error messages in the event of a warranty claim must be sent by e-mail to sales@ava-software.tech
  4. The licensee is obliged to check the software immediately after delivery or installation and to report any defects in writing without delay.
  5. In case of installation of the software and instruction of its personnel by AVA Software UG, Licensee shall have the following duties to cooperate:
  6. Provision of an executable computer system (including all necessary access rights and assistance by IT personnel) with the associated connected device components.
  7. Timely inspection by a contact person named by the Licensee with sufficient IT knowledge of the necessary information and documents provided by AVA Software UG which are required for the proper installation and operation of the software.
  8. Active cooperation of the contact person designated by the Licensee.
  1. If AVA Software UG incurs additional expenses beyond the standard time and fee stated in the AVA Software UG service offer due to lack of cooperation, lack of system knowledge or insufficient IT knowledge of Licensee’s contact person, such additional expenses shall be invoiced on the basis of the AVA Software UG service prices.
  2. AVA Software UG shall not assume any warranty for
  3. a) defects caused by incorrect installation, insofar as the installation was not carried out by AVA Software UG
  4. b) software which Licensee has modified or otherwise interfered with without AVA Software UG’s consent, unless Licensee proves that the modifications or interferences are not the cause of the defects;
  5. c) for insignificant defects that lead to an insignificant reduction in the suitability of the Software
  6. d) for software which Licensee has created by copying.
  7. AVA Software UG does not assume any further warranty for the Software, in particular not for its suitability for Licensee’s specific purposes or for the fact that the Software will work uninterruptedly and error-free in a combination put together by Licensee.
  8. Any further or other claims of Licensee against AVA Software UG shall be excluded, in particular claims for compensation for damage not caused to the subject matter of the contract itself, e.g. loss or faulty processing of data, unless AVA Software UG is liable due to intent or gross negligence.
  • Limitation and exclusion of liability
  1. The liability of AVA Software UG for damages shall be limited to damages caused intentionally or by gross negligence as well as to cases of breach of essential contractual obligations. In the event of liability due to other than intentional or grossly negligent breach of essential contractual obligations, AVA Software UG’s liability shall otherwise be limited to the typically foreseeable damage. The liability for damages caused by slight negligence shall be limited to the amount of the license fees received for the respective software license.
  2. AVA Software UG shall be liable for damages caused by its vicarious agents or other persons employed in the performance of its obligations during installation and maintenance work, to the extent that such damages could not have been avoided by Licensee’s reasonable (at least daily, alternate) data backup.
  3. If Licensee modifies or supplements the Licensed Software, AVA Software UG may refuse to perform under this Agreement. If AVA Software UG nevertheless accepts the maintenance option, this shall only apply to the functional scope of the respective AVA Software UG original version. The securing of such extensions by Licensee shall be its own responsibility. AVA Software UG shall not assume any liability for the preservation of such extensions during updates or maintenance.
  4. The costs for wear parts, repairs or damages shall be borne by the Licensee.
  5. A reversal of the legal burden of proof shall not be justified by the provisions in clause.
  • Storage of data, confidentiality
  1. We hereby inform you that we store and process all data arising in connection with the business relationship on computers, insofar as this is necessary for the processing and fulfilment of the licence agreement or the licensee has given his consent to the handling of the data. This applies to data required for key configuration. The name of the licensee is listed on the customer list of the website. If the licensee has a website, a link will be established.
  2. The data stored by us will be used exclusively for our business purposes and will not be made available to third parties.
  3. The Licensee is solely responsible for and assumes all responsibility with respect to its own collection, processing, storage and transfer of User Data, including, without limitation, Personal Data and Personal Health and Financial Data (collectively, “Personal Data”).

          The Licensee shall also be solely responsible for informing its users of the proper handling of such data.

  1. Each party is responsible for complying with its respective obligations under all applicable data collection and privacy laws, regulations and industry standards applicable to that party’s use of the Licensed Software.
  2. To the extent required or permitted by law, Licensor may also process personal data of Licensee and Licensee’s users,
  3. In order to comply with a legal obligation:
  • fulfil a legal obligation to which the Licensor is subject,
  • where necessary for the performance of that contract; and
  • where necessary for the legitimate interests of the licensor, unless such interests are overridden by the interests or fundamental rights and freedoms of the Licensee or the Licensee’s Users which require the protection of personal data.

        4. The parties undertake to treat as confidential for an unlimited period of time all knowledge of confidential business and technical information and trade secrets (“trade secrets”) of the other party obtained in the course of the initiation and performance of the contract and to use such knowledge only for the purpose of performing this contract.

          AVA Software UG’s trade secrets shall also include the subject matter of the contract and the services to be provided under the contract.

  • Place of Performance and Jurisdiction

          1. Place of performance shall be Munich.

          2. Place of jurisdiction shall be Munich.

          AVA Software UG shall, however, also be entitled to sue at Customer’s place of general jurisdiction.

  • Contractual Penalty
  1. If Customer culpably violates the above obligations under clause VI, Customer shall pay Contractor a contractual penalty in the amount of the annual license fee for each culpable violation after a written reminder has been issued by Contractor.
  2. Further claims for damages of AVA Software UG shall remain unaffected. However, the contractual penalty paid shall be offset against any further claims for damages.
  3. The above contractual penalty shall be paid within one month of AVA Software UG’s request in text form.
  • Consent to the Transfer to Future Acquirers

          Licensee hereby agrees that in the event of a legal transfer of the Trademark to a new legal owner (acquirer), the latter shall be transferred to the License Agreement with all rights and obligations of AVA Software UG or a successor instead of AVA Software UG.

  • Final Provision
  1. Customer shall immediately notify AVA Software UG of any third party seizures, in particular of execution measures or other seizures, as well as of any damage to the subject matter of the license, and shall inform the initiator of the seizures of the property of AVA Software UG. Licensee may assign claims against AVA Software UG to third parties only with its written consent.
  2. Licensee shall not assign any claims against AVA Software UG to any third party without AVA Software UG’s written consent.
  3. Offsetting by the Licensee shall only be permissible with undisputed or legally established claims. The Licensee’s rights of retention shall be excluded unless they are based on claims under the respective contract
  4. If the execution of the contract is (partially) impossible due to force majeure, both parties may demand the adjustment or cancellation of the contract due to the discontinuation of the basis of the contract. Any agreements deviating from the above conditions or additional agreements shall only be effective in the form of a written supplementary agreement signed by both parties.
  • Severability clause

          Should one or more of the aforementioned terms and conditions be invalid, this shall not affect the others.

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