End-User-License-Agreement (casaGeo)

Effective date:Tuesday, 11 January, 2022

 1 Subject of the agreement                     

(1) By accepting this agreement by the customer, the customer accepts the license conditions listed here without limitation. By agreeing to this agreement by the customer, the customer accepts HERE's license terms which can be viewed under the following links:

https://legal.here.com/en-gb/terms/here-end-user-terms
https://legal.here.com/us-en/terms/here-end-user-terms

(2) casaGeo Data+Services GmbH (hereinafter referred to as casaGeo) shall provide the Customer with the software casaGeoCoder for the contractually agreed duration. A functioning Internet connection and a valid license for Alteryx Designer are required for the proper use of casaGeoCoder. casaGeoCoder is an extension for Alteryx Designer or Alteryx Server and can only be used together with one of the two software programs.

This Agreement does not regulate the adaptation and specific further development of the software, the instruction or the performance of training courses by casaGeo. Such services shall be provided on the basis of separately concluded agreements.  

(3) The use of the software is governed exclusively by this agreement. The Customer's contractual terms and conditions shall not apply, even if casaGeo does not expressly object to them.

 2 Copyright and rights of use                                                                                   
(1) The software supplied by casaGeo is protected by copyright. All rights to the software as well as to other documents provided within the scope of the contract initiation and execution shall be exclusively entitled to casaGeo in the relationship of the contracting parties.
(2) casaGeo shall grant the Customer a non-exclusive, time-limited right to use the software in its operations for its own purposes and as described in this Agreement. The Customer shall be entitled to reproduce the software within the scope of its contractual use. He may load the software into the main memory and on the hard disks of the hardware used by him and use it simultaneously at the workstations specified in the license agreement. 
(3) The copyright notices, trademarks, other legal reservations, serial numbers and other features used for program identification contained in the software may not be changed or made unrecognizable.
(5) The customer may not pass on the software to a third party.
(6) All other types of exploitation of the software, in particular translation, editing, arrangement, other reworking (with the exception of the exceptions pursuant to  69d, 69e UrhG) and other distribution of the software (offline or online) as well as its rental and lending shall require the written consent of casaGeo. 
(7) If the contractual use of the software is impaired by property rights through no fault of casaGeo, casaGeo shall be entitled to refuse the services affected thereby. casaGeo shall inform the Customer of this without delay and provide the Customer with access to his data in a suitable manner. In this case the Customer shall not be obliged to make payment. Other claims or rights of the Customer shall remain unaffected. 
(8) casaGeo may revoke the rights of use for good cause. Good cause shall be deemed to exist in particular if the Customer is in default of payment of a substantial portion of the remuneration or if the Customer fails to comply with the Terms and Conditions of Use and fails to do so immediately even upon written warning with a threat of revocation by casaGeo. Upon revocation of the rights of use, the Customer shall return the original software and existing copies and delete stored programs. At casaGeo's request, the Customer shall insure the surrender and deletion in writing.

 3 Warranty                                                                                                                                                                 
(1) casaGeo shall provide the customer with the software free of material defects and defects of title. Functional impairments resulting from the hardware and software environment provided by the Customer, incorrect operation, external defective data, malfunctions of computer networks or other reasons arising from the Customer's area of risk shall not constitute a defect. In the event of defects, the customer is entitled to the statutory warranty rights in accordance with the following provisions. 
(2) casaGeo shall assume no warranty for software which has been modified by the Customer unless the Customer proves that the modification is not the cause of the reported defect. 
(3) casaGeo shall provide warranty in the event of material defects by means of subsequent performance, at its discretion either by remedying the defect or by replacement delivery. Subsequent performance may in particular be effected by providing a new program version or by casaGeo showing possibilities to avoid the effects of the defect. A new program version must also be accepted by the Customer if this leads to an acceptable adjustment effort on his part.

 4 Liability                                                                                                                                                                                  
(1) Outside the liability for material defects and defects of title, casaGeo shall have unlimited liability insofar as the cause of damage is based on intent or gross negligence. casaGeo shall also be liable for the slightly negligent breach of material obligations (obligations whose breach endangers the achievement of the purpose of the contract) as well as for the breach of cardinal obligations (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies), but for foreseeable damage typical of the contract. casaGeo shall not be liable for the slightly negligent breach of obligations other than the aforementioned obligations. Liability for compensation for indirect damage, in particular for loss of profit, shall only exist in the event of intent or gross negligence on the part of legal representatives, executive employees or other vicarious agents of casaGeo.
(2) In particular, casaGeo shall be liable for the loss of data only to the extent of the expense incurred if the user has carried out a data backup regularly and in a manner appropriate to the application, thereby ensuring that lost data can be restored at reasonable expense. 
(3) The legal liability for personal injury and under the Product Liability Act remains unaffected. casaGeo shall be free to raise the objection of contributory negligence. 
(4) The limitations of liability in the above paragraph do not apply in the event of injury to life, limb or health, for a defect after the assumption of a guarantee and for fraudulently concealed defects.

 5 Confidentiality and data protection                                                                                                                   
(1) The contracting parties undertake to keep secret all business and trade secrets or information designated as confidential which they receive or become aware of from the other contracting party during the execution of the contract. The information and documents may not be made available to third parties not involved in the execution of the contract. The contracting parties shall store and secure the contractual items in such a way that misuse by third parties is unlikely. 
(2) Information and documents which are generally known and accessible at the time of disclosure or which were already known to the receiving contractual partner at the time of disclosure or which were later legitimately made accessible to him by third parties are not covered by the obligation of secrecy. 
(3) The customer expressly agrees to the collection, processing and use of personal data. casaGeo shall record the transactions carried out by the customer which are necessary for correct billing. The stored personal data shall of course be treated confidentially by casaGeo. The collection, processing and use of the Customer's personal data shall be carried out in compliance with the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG). 
(4) With the prior express consent of the customer, personal information can also be used to inform about products, marketing measures and other services. 
(5) The customer has the right to revoke his consent at any time with effect for the future. In this case, casaGeo shall be obliged to delete the customer's personal data immediately. In the case of ongoing contractual relationships, the deletion shall take place after their end.

 6 Final provisions                                                                                                                                             
(1) All changes and amendments to this contract must be made in writing to be effective. The contracting parties shall also meet this requirement by sending documents in text form, in particular by fax or e-mail, unless otherwise provided for individual declarations. The written form agreement itself can only be cancelled in writing. Attachments are an integral part of the contract.
(2) Should a provision of this contract be or become invalid or should the contract be incomplete, the rest of the contract shall not be affected. The contracting parties shall replace the invalid provision by a provision which comes closest to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to contractual loopholes. 
(3) All legal relationships arising from this contractual relationship are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
(4) The place of jurisdiction for all disputes is Itzehoe, if the customer is a merchant, a legal entity under public law or a special fund under public law or if he is equal to such or if he has his registered office or branch abroad.

