SOFTWARE LICENSE AGREEMENT
FOR USE OF THE APP GROUP CUSTOMER PANEL
Please read this Agreement and your rights and obligations carefully before using the Programs. Legal use of the Programs is subject to acceptance of this Agreement. This Agreement is concluded between the Licensor and the Licensee and constitutes a binding legal agreement between the Parties. Only by accepting this Agreement will the legitimate use of the Programs be possible. If the Licensee does not agree with the above provisions, it may not use the Programs. This Agreement is concluded in connection with a separate agreement on cooperation between the Licensee, as the ordering party, and the APP Group, consisting in execution of production orders or provision of services by the APP Group as the supplier.
§ 1. DEFINITIONS
The Parties shall give the following meaning to the capitalized terms used in the Agreement below:
- “Licensor” or alternatively “APP DE” –
- Licensee – a natural person pursuing a business activity, a legal person and an organizational unit without legal personality acquiring the right to use the Programs under the terms of the Agreement.
- Parties – collectively the Licensee and Licensor;
- APP Group – the companies listed below:
Each user viewing the domains www.alphapaperpack.pl and www.alphaplantphoto.at is redirected to the domain www.alphaplantprint.de automatically, which in an integrated manner presents the companies of the APP Group.
- Programs – computer software available in a browser at alphaplantprint.de with the functionality and purpose specified in the Agreement, which consists of:
a) a Photo Bank, used for searching for stock images, videos and video sequences available in the program and for archiving them [hereinafter the Photo Bank].
b) a Packaging Editor, consisting of a Base Program and a Work Program [hereinafter the Packaging Editor] for editing packaging.
- Agreement with an APP Group company – an agreement concluded between the Licensee and one of the APP Group companies for the provision of services or goods to the Licensee.
- Agreement – this Software Licence Agreement for the use of the Programs.
§ 2. GENERAL PROVISIONS
- The Licensor represents that it is entitled to grant a licence to use the Programs to the extent defined in the Agreement and that such use of the Programs does not infringe the copyright of the Program authors.
- The Programs are computer programs within the meaning of the polish Copyright and Neighbouring Rights Act of 4 February 1994 (consolidated text of 17 May 2006, Journal of Laws No. 90, item 631, as amended) (the “Copyright Law”) and are subject to legal protection under the Copyright Law and other applicable generally binding legal regulations.
- Under the Agreement, the Licensee acquires only the right to use the Programs to the extent defined in the Agreement and does not acquire rights by way of transfer of the author’s economic rights.
§ 3. SCOPE OF THE LICENCE
- The Licensor grants the Licensee a non-exclusive, non-transferable, EU-wide licence for the term of the Agreement with an APP Group company, or until revoked, to use the Programs in an area of exploitation covering the use of the Programs by the Licensee to the extent defined in the Agreement (hereinafter the “Licence”).
- The Licence is granted at no additional charge, as part of the cooperation and for the term of the Agreement with an APP Group company, to enable the performance of the Agreement with an APP Group company;
- The Licensee shall use the Programs for personal use only in accordance with their intended purpose and functionality and in a manner consistent with generally applicable law and good practice.
- The Programs may not be used to commit any criminal offence or in contravention of good practice.
- The Licensor does not permit the Licensee to make any changes, additions, adaptations, or modifications to the Programs, unless such changes, additions, adaptations, or modifications are permitted by the Programs’ available functionality, as well as any further translations, reverse engineering, decompiling, disassembling or altering of the source code of the Programs. The Licensee shall refrain from any act aimed at creating computer programs based on the Programs which have a similar purpose or function as the Programs.
- The Licensor does not allow the Licensee to use viruses, worms, Trojan horses and other codes and instructions with the aim of distorting, deleting, damaging, disassembling the Programs or the data contained therein, e.g. the image database.
- The Licensor does not consent to removing, covering up, or altering any copyright or other proprietary notices contained in the Programs.
- The License does not authorise the Licensee to use the Licensor’s trademarks or other trademarks contained in the Programs in any way whatsoever. All trademarks, including the name and logo of the Programs are protected by applicable generally binding laws. The Licensee shall not be entitled to record, reproduce, or distribute the intangible assets referred to in the first sentence above, in whole or in part, by any means and in any form, without the prior written consent of the Licensor or any other competent entity.
- The Licensor shall be entitled to check the compliance of the Licensee’s use of the Programs with the terms of the Agreement.
- The Licensor shall be entitled to delegate the performance of the Agreement to third parties.
§ 4. PURPOSE OF THE PROGRAMS
- The Programs are for use to the extent of:
a) Photo Bank, used for searching and archiving available files, i.e. photos, videos, video sequences, without the possibility for the Licensee to add his/her own materials.
b) Packaging Editor, consisting of a Base Program and a Work Program, used to edit packaging and to semi-automatically process the data saved from a completed packaging editing session.
- The use of the Programs requires the Licensee to use an individual login and password – access to the Programs is granted on a case-by-case basis for each user, after a request for access to the Programs has been submitted to the e-mail address: mailto:email@example.com. The Licensor reserves the right to refuse to grant access or to revoke it at its own discretion.
- The Licensee undertakes to verify the data sent through the Programs and shall be solely liable for the correctness and validity of the data entered in the Programs using the forms or functionalities provided on the Programs’ website.
§ 5. UPDATES
- The Licensor may provide updates to the Programs during the term of the Agreement.
- The updates referred to in section 1 above are intended solely to improve, upgrade, and develop the Programs and may take the form of programs to correct defects, improved or new features, or entirely new versions of the Programs.
- The Licensee agrees that all or part of any update referred to in section 1 above will be installed automatically without any action on the part of the Licensee or agrees to take such action if necessary.
- Any additional or new components of the Programs provided as part of the updates referred to in section 1 above shall form an integral part of the Programs and shall be subject to the provisions of this Agreement.
§ 6. LIABILITY
- The Licensor does not warrant that the Programs will operate without interruption, delay, or error. Use of the Programs depends on many factors that may cause communication errors, including but not limited to local network and network settings, firewall, internet service provider, public internet, and power supply. The Licensor shall not be liable for any interference, interruption or delay caused by a failure or defect of any of these elements or other elements beyond its control.
- To the extent permitted by generally applicable law, the Licensor shall not be liable for any damage incurred by the Licensee or any third party as a result of the use of the Programs or the lack of possibility to use the Programs according to the terms of the Agreement, or for damage incurred by the Licensee or any third party as a result of breach of the Agreement, in particular as a result of unauthorised (without having obtained a Licence) or incorrect (contrary to the intended purpose) use of the Programs.
- In particular, the Licensor shall not be liable for damage resulting from the use, misuse, or inability to use the Programs, damage resulting from loss or corruption of data, damage resulting from the distribution of harmful applications through the use of the Programs or from the blocking of the use of other software.
- The Licensor shall not be liable for any defects in the Programs or any faults in the Programs or any data processed by the Licensee using the Programs, nor for the consequences of such processing. The Parties exclude any rights of the Licensee under implied warranty.
- The Licensor shall not be liable for claims of third parties arising from the use of the Programs by the Licensee. In the event that third party claims are made against the Licensor in connection with the Licensee’s use of the Programs or that a lawsuit is commenced against the Licensor in this regard, the Licensee shall directly join the litigation on the side of the defendant, indemnify the Licensor against all claims, and indemnify the Licensor against any and all claims of the claimant that have been asserted or validly adjudicated (including damages and compensation for loss or damage), pay any and all litigation costs or costs of conciliation, pay the Licensor’s legal costs incurred and documented in connection with the dispute, and take all possible measures to restore legal compliance.
§ 7. TECHNICAL REQUIREMENTS
§ 8. PERSONAL DATA
A. Personal Data Processed by the Licensor as Personal Data Controller
- The Licensor is the controller of the personal data provided by the Licensee for the purpose of concluding the Agreement and using the Programs, i.e.: name, surname, e-mail address, telephone number, fax number, address of the registered office or residence, data concerning the official position or function held and the company represented.
- The Licensor shall process personal data only in accordance with the law, including exclusively in cases where, and to the extent that, at least one of the following conditions is fulfilled:
a) the processing is necessary for the performance of the Agreement to which the Licensee as data subject is a party or in order to take steps at the request of the data subject prior to the conclusion of the Agreement, to the extent of: name, surname, address of residence or registered office of the Licensee who is a natural person, telephone number and e-mail address of the Licensee, data concerning the official position or function held,
b) the processing is necessary for the fulfilment of a legal obligation incumbent on the Licensor as data controller,
c) the processing is necessary for the purposes of the legitimate interests pursued by the Licensor as data controller, in particular the assertion of claims or the direct marketing of its own products.
B. Processing of Personal Data
- The Licensor may also process personal data entrusted to it by Licensee for the purpose of performing the Agreement and to the extent necessary for such processing, which shall include, in particular, personal data contained in the database of the Programs.
- The processing of the entrusted data is subject to the manner in which the Programs are made available and takes place on the server used by the Licensor for the performance of the Agreement.
- At the same time, the Licensee shall be deemed to have agreed that the Licensor shall, to the extent necessary for the performance of the services described in section 2 above, use third party subcontractors and, to this extent, shall authorise such third party subcontractors to access the personal data covered by the foregoing arrangement or, if necessary, further outsource the processing of the personal data covered by the foregoing arrangement (so-called sub-processing), but only to the extent necessary for the provision of the foregoing services. The Licensor shall provide a list of the aforementioned entities at each request of the Licensee. In particular, the Licensor represents that it outsources the processing of personal data to the entity whose hosting services it uses.
- Upon termination of the processing services at the option of the Licensee as the outsourcer, within 90 days of their termination, the Licensor shall delete or return to the Licensee all personal data entrusted to it under the Agreement and delete all existing copies thereof, unless specific legislation prescribes the retention of personal data.
- The Licensor represents that persons employed in the processing of personal data have been granted authorisations to process personal data and that these persons have been acquainted with the regulations on personal data protection and with the responsibility for non-compliance with these regulations, have undertaken to comply with these regulations and to keep the processed personal data and the measures used for securing them secret indefinitely.
§ 9. TERMINATION OF THE AGREEMENT
- Either Party shall be entitled to terminate the Agreement by giving one week’s notice.
- In the event that the Licensee breaches the provisions of the Agreement, the Licensor shall set a deadline of not less than 3 days for ceasing the breaches and the removal of their effects. If the indicated deadline is not observed, the Licensor shall be entitled to unilaterally terminate the Agreement without notice, i.e. with immediate effect.
- The Licensor reserves the right to amend the Agreement. In the event of an amendment to the Agreement, the Licensor shall inform the Licensee of the amendment to the Agreement via the Programs and/or via electronic communication to the e-mail address provided by the Licensee. If the Licensee does not accept the new contents of the Agreement, it shall inform the Licensor of such fact in writing within 14 days of the date of notification of the amendment to the Agreement. The aforementioned notification shall be tantamount to termination of the Agreement without notice.
- The expiry or termination of the Agreement with an APP Group company shall be equivalent to the expiry of this Agreement.
- If the Agreement is terminated for any reason, the Licensee shall immediately cease using the Programs.
§ 10. FINAL PROVISIONS
- The Agreement is effective upon its acceptance by the Licensee. The Licensee’s acceptance constitutes consent to all the terms and conditions set forth in the Agreement.
- Matters not regulated by the Agreement shall be governed by generally applicable polish law.
- Any disputes that may arise from the performance of the Agreement shall be settled by a District Court in Poznań (Sąd Okręgowy w Poznaniu).