Acuerdo-de-licencia

1. Parties and Subject Matter

1. The provisions of this End User License Agreement (“EULA”) govern the legal relationship between SeaTable GmbH, 117er Ehrenhof 5, 55118 Mainz, Germany (“SeaTable”) and the customer (“Customer”, collectively “Parties”) with respect to the time limited licensing of the software SeaTable Enterprise (“Software”).
2. This EULA applies exclusively to businesses within the meaning of § 14 German Civil Code (BGB) as well as legal entities under public law and special funds under public law in the meaning of § 310 Para. 1 BGB. SeaTable licenses the Software and provides related services exclusively to Customers who are not consumers within the meaning of § 13 BGB.
3. This EULA does not apply to SeaTable Developer Edition (formerly Community Edition), a variant of the Software with a limited feature set. This EULA does not apply either to extensions for the Software as well as applications connected to the Software which are developed/maintained by third parties or customers (“third-party software”).
4. The manufacturer of the Software is Seafile Ltd. based in Beijing, People’s Republic of China (“Seafile”). SeaTable is the exclusive distributor of the Software outside the People’s Republic of China.

2. Changes of the EULA

1. SeaTable is entitled to amend this EULA. SeaTable posts the amended EULA on the website and informs Customers in writing about substantial changes of this EULA no less than eight weeks before it becomes effective (“Notification of Change”). Unless the Customer objects to the amendment in writing within four weeks of receipt of the Notification of Change, the amended EULA is considered approved. SeaTable is obliged to inform the Customer in the Notification of Change about the effect of his/her silence. If the Customer objects to the amended EULA, the License Agreement continues under the existing terms without giving effect to the amendments.

3. Offer, Conclusion and Delivery

1. The products and services presented on the website or otherwise communicated are subject to change and are non-binding. They do not represent a legally binding offer. The same applies if SeaTable has provided further information/documentation to the Customer.
2. Upon request, SeaTable prepares an individual, non-binding offer in written form. By accepting the offer, the Customer places a binding purchase order.
3. An agreement for the licensing of the Software pursuant to this EULA (“License Agreement”) is concluded when SeaTable accepts the purchase order and returns a sales order (“Order”) to the Customer. Details of the License Agreement (including, but not limited to, price, term, users) are specified in the Order, which is part of the License Agreement.
4. Upon conclusion of the License Agreement, the Customer receives a license certificate and a license file exclusively for the use of the Software as specified in the License Agreement. The license file is a text file that serves to activate the Software.
5. Prior to entering into a License Agreement, SeaTable may offer a trial of the Software to the Customer (“Trial Use”). To this effect, SeaTable provides the Customer with a limited Trial Use license. This EULA also applies for any Trial Use.
6. The delivery time of the Software is specified in the Order. If no time for delivery is specified, delivery time is one week and begins when the Order is sent to the Customer.
7. Deviating, conflicting, or supplementary terms and conditions of the Customer will only become part of the License Agreement if and insofar SeaTable has explicitly agreed to them. The requirement of explicit approval applies in all cases regardless of whether SeaTable grants rights of use according to this EULA to the Customer knowing of the Customer’s general terms and conditions without explicitly objecting to them.

4. Product Specification

1. The functions, the features, and the requirements of the Software are described on the website; a documentation of the Software’s application programming interfaces (“APIs”) is also available on the website; technical details are provided in the administrator manual (collectively “Product Description”). The contractually agreed quality of the Software is conclusively determined by the Product Description and the Order. Any oral or other written statements made in the run-up to the conclusion of the contract are not relevant.
2. SeaTable provides the current and previous versions of the Software to the Customer for download, insofar as this is not already done by Seafile.
3. The Customer is responsible for the installation of the Software and the maintenance of the system. SeaTable offers email support during the license period on a best-effort basis.
4. SeaTable regularly releases new versions of the Software. At its sole discretion, SeaTable may add, modify, and remove functions, features, APIs, and supported platforms without any obligation or liability to the Customer, unless explicitly agreed otherwise. SeaTable informs about new releases and associated changes on its blog and in the SeaTable Forum.
5. Some functions and features of the Software depend on third-party products and services, all of which may be subject to change. As a consequence, some functions and features of the Software may be modified or limited.

5. Rights of Use

1. SeaTable grants to the Customer the non-exclusive, non-transferable, and non-sublicensable right to use the Software to the extent granted by the License Agreement. The right of use is limited in time to the term of the License Agreement.
2. The contractual use includes the saving, the configuration, and the deployment (“Installation”) as well as the loading, display, and execution of the installed software (“Operation”). The Software may be installed and operated on one production server/cluster as well as up to two test or development systems (a total of three systems), unless explicitly agreed otherwise.
3. The further scope of the rights granted and the permissible scope of use (e.g., number of users) are specified in the Order.
4. The Customer is obliged to ensure that any user, who uses the Customer’s system, complies with the provisions of this EULA. In the event of non-compliance, the Customer is responsible for the user’s actions and/or omissions as for its own actions and/or omissions.
5. Any use of the Software beyond the scope agreed in the License Agreement is prohibited and may be prosecuted.
6. The rights of use, granted pursuant to this EULA, do not include any rights to the source code of the Software and the trademark SeaTable and its logo. The same applies to other copyright protected content for which no rights of use have been explicitly granted.
7. The rights, granted pursuant to this EULA, do not include and the Customer is not entitled to and shall not allow a third party to (i) attempt to circumvent any technical measures and devices of the Software that are directed at, or have the effect of, enforcing this EULA and its terms; (ii) modify, create derivative works, translate, decompile, create or attempt to create, by reverse engineering or otherwise, the source code of the Software; (iii) remove, modify or obscure any copyright, trademark, service mark or other proprietary rights, confidentiality, serial number, notice, legend or similar on any copy of the Software, or related data, manuals, documentation or other materials; (iv) market, sell, lend, rent, lease or otherwise distribute the Software or to make it publicly available; (v) use the Software, on its own or as a part of another product and irrespective of the delivery model, for creating or providing a commercial online service or a free public or de-facto public online service; and (vi) assign, sublicense or otherwise transfer any rights in or to the Software. This shall not affect the Customer’s statutory rights, in particular pursuant to § 69e German Copyright Act (UrhG).
8. If the Customer violates any of the above provisions, all rights of use granted under the License Agreement become invalid with immediate effect and automatically revert to SeaTable. In this case, the Customer must immediately and completely cease to use the Software, remove all installed copies of the Software from his/her technical infrastructure and delete the license certificate and license file or return them to SeaTable.

6. Free and Open Source Software

1. The Software uses components that are released under Free and Open Source Software Licenses (“FOSS Licenses” and “FOSS Components”). SeaTable provides the Customer with a list of FOSS Components and the applicable FOSS Licenses. This list is available in the Appendix to this EULA.
2. The Customer is granted the right of use for the FOSS Components directly by the respective rights owner.
3. If and as far as SeaTable assumes support, warranty, liability and indemnification obligations towards the Customer in this EULA, these obligations apply exclusively in the relationship between SeaTable and the Customer. The relationship between the Customer and the rights owner is exclusively governed by the respective applicable FOSS License. It remains unaffected by this EULA.

7. Obligations and Duties of the Customer

1. SeaTable provides an online manual for users in German and English and for administrators in English. Translations of the manuals in other languages may be offered by SeaTable on a voluntary basis.
2. SeaTable retains all right, title, and interest in and to such documentation and in all copies, modifications, and derivative works thereof.

8. Documentation

1. The Customer is obliged to use the Software only in accordance with the provisions of the License Agreement and in accordance with laws and regulations applicable to such use and may not infringe on any third-party rights in connection with such use. The Customer must, in particular, comply with all applicable data protection and export control provisions.
2. The requirements for the Software are specified in the administrator manual. The Customer is to familiarize himself/herself with these requirements prior to download, installation, and use of the Software.
3. The Customer is obliged to document material bugs and errors (collectively “Defects”) immediately after occurrence in a form conforming with industry standards and notify SeaTable, either via the Customer’s account manager or by email to support@seatable.io . The report of any Defect must include:
   – detailed description of the defect
   – instructions to reproduce the defect
   – relevant logs
   – used version of the Software
   – used operating system and version
   If a Defect occurred when accessing the Software via a browser, the report must include additionally:
   – used browser and version
   – screenshot of the defect
   – content of browser console
4. The Customer is obliged to perform regular backups. The parties are of the opinion that a backup of all relevant data in an interval of 24 hours is sensible and appropriate.

9. Term and Cancellation, Termination of Contract

1. Unless explicitly agreed otherwise in the Order, the License Agreement has an initial term of twelve months (“Minimum Term”) and renews automatically for additional twelve month periods (“Renewal Terms”) unless terminated by either party with eight weeks notice to the end of the current term (“Notice Period”). The same Notice Period applies if the Minimum Term differs from twelve months.
2. Termination must be made by letter signed by hand. The Customer shall address the termination notice to SeaTable GmbH, 117er Ehrenhof 5, 55118 Mainz, Germany.
3. The right of termination for good cause remains unaffected.
4. Good cause for termination exists, in particular, if the Customer uses the Software beyond the scope agreed in the License Agreement and does not remedy the violation within a reasonable period of time after a warning.
5. When the Customer loses the rights of use of the Software, whatever the reason, he/she shall cease to use the Software and remove all installed copies from his/her technical infrastructure.

10. Prices and Payment Terms

1. During the term of the License Agreement, the Customer owes to SeaTable the recurring user fee for the rights of use to the Software specified in the Order.
2. Unless explicitly agreed otherwise in the Order, the price list at the time of conclusion of the License Agreement applies and invoices are due for payment within 14 days net.
3. Unless explicitly agreed otherwise in the Order, SeaTable invoices the license fee upon conclusion of the License Agreement and with every renewal. The invoicing is made
   (i) online via an email to the email address provided by the Customer or
   (ii) through an agreed online interface.
4. The Customer is only entitled to a paper receipt or printed invoice when he/she requests the invoice from SeaTable in writing and after paying the postage and handling fee.
5. Before complete payment of the remuneration of this contract all possible data carriers as well as the handed over user documentation are under retention of title.
6. An increase in the number of licensed users or a switch to a higher service package (“Upgrade”) is possible at any time. If a Customer wants to upgrade a license before a license is up for renewal, SeaTable invoices the upgrade fee owed until the end of the current term. Fees are calculated on a monthly basis, whereby the current month is fully chargeable.
7. A reduction in users or a switch to a lower package (“Downgrade”) is only possible upon renewal. The same Notice Periods apply for a downgrade as for a termination.
8. All payment charges (e.g., credit card fees) shall be borne by the Customer.
9. SeaTable is entitled to reasonably increase the license fee effective as of a renewal. SeaTable informs the Customer in writing about the increase no less than 12 weeks before the renewal. Unless the Customer objects to the increase in writing within four weeks of receipt of the notification, the increase is considered approved. SeaTable is obliged to inform the Customer about the effect of his/her silence in the notification. If the Customer objects to the increase, the License Agreement is terminated at the end of the current term.
10. The statutory provisions, in particular §§ 286 and 288 German Civil Code (BGB), shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply:
    (i) Reminder fee: In the case of a second reminder, SeaTable can charge a reminder fee.
    (ii) Termination in case of default: SeaTable may terminate the License Agreement for good cause if the Customer fails to make the payment within fifteen days of receiving the second reminder. Termination is in addition to (and not in lieu of) any other rights and remedies available to SeaTable hereunder or at law.

11. Confidentiality and Data Protection

1. The parties agree not to disclose confidential information. This obligation continues for a period of three years after termination of this contract.
2. Such confidential information is excluded from this obligation,
   (i) which was demonstrably already known to the recipient at the time of conclusion of the contract or which are subsequently made known to the recipient by a third party without this disclosure violating any confidentiality agreement, statutory provisions or official orders;
   (ii) which is publicly known at the time of conclusion of the contract or are subsequently made public, unless this disclosure is due to a breach of this Agreement;
   (iii) which must be disclosed due to legal obligations or at the order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.
3. SeaTable collects, processes, and uses personal data of Customers in accordance with legal requirements and as described in the Privacy Statement. The Privacy Statement is available at https://seatable.com/data-privacy/ .
4. Non-personal or anonymous data may be collected automatically to improve functionality and the user experience with the Software. The Customer agrees that SeaTable owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, bugfixing, as well as marketing or any other purposes.

12. Publicity

SeaTable reserves the right to use the name, logo, and marks of customers on the seatable.io website and other marketing materials as reference customers.

13. Limitation of Liability

1. SeaTable is liable without limitation in case of
   (i) intent or gross negligence,
   (ii) injury to life, body and health,
   (iii) malice,
   (iv) guarantees for the quality granted, and
   (v) liability under the German Product Liability Act.
2. In the event of a breach of an obligation, caused by simple negligence, whose fulfillment is essential to the proper execution of the contract and whose breach jeopardizes the achievement of the purpose of the contract and which the Customer regularly trusts in their compliance (“essential contractual obligations”), the liability of SeaTable is limited in amount to the damage which is foreseeable and typical for the type of transaction in question, but not more than the annual license fee.
3. If data is lost, for which SeaTable is at fault, SeaTable is liable only for the effort that would be required if the client makes proper and regular backups.
4. No further liability of SeaTable exists. In particular, SeaTable is not liable for initial defects, unless the requirements of Para. 1 and 2 are met.
5. The stated limitation of liability above also applies to liability claims against employees, representatives, agents, and executive bodies of SeaTable.
6. Under no circumstances is SeaTable liable for any third-party software.

14. Maintenance

1. SeaTable warrants that the Software is free from defects that would render it unfit for use as specified in this License Agreement. A negligible reduction of the suitability is irrelevant.
2. If the License Agreement contains properties expressly warranted, SeaTable is also liable for the software having these warranted properties.
3. The obligation to preserve the Software pursuant to Para. 1 above does not include the right to
   (i) adapt the Software to new operating systems or new operating system versions,
   (ii) adapt the Software to the feature set of competing products,
   (iii) ensure compatibility with new data formats or releases, or
   (iv) provide any functionality which is no longer supported by SeaTable.
4. The Customer cannot claim any defects if he/she uses the Software in a hardware and/or software environment that does not meet its requirements.

15. Final Provisions

1. The Parties are aware that the Software may be subject to export and import restrictions. In particular, the use of the Software or related technologies abroad may be subject to restrictions. The Customer undertakes to comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union, and the United States of America, as well as all other relevant regulations. Fulfilment of the License Agreement by SeaTable is subject to the absence of impediments to fulfilment due to national and international export and import regulations as well as the absence of any other statutory provision preventing fulfilment.
2. Unless explicitly agreed otherwise in the License Agreement, any notifications and declarations in connection with the License Agreement may be made by electronic means of communication (e.g., email). SeaTable may use the provided email address. The Customer is responsible for checking his/her inbox regularly and for informing SeaTable about email address modifications or changes in the contact person. SeaTable’s contact information is available at https://seatable.com/imprint/ .
3. The License Agreement and any disputes in connection with it shall solely be governed by, and construed in accordance with, the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), signed April 11, 1980.
4. The exclusive place of jurisdiction is Mainz, Germany. SeaTable reserves the right to sue at the Customer’s head office.
5. If a provision of the License Agreement is found to be partly or wholly invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of the EULA. In place of the invalid or unenforceable provision, a valid and enforceable provision shall apply which reflects, as closely as possible, the commercial intention of the parties as regards the invalid or unenforceable provision.