Limited License Agreement for the Use of the App “dotdotdot”
1. Subject of the Agreement
This limited license agreement (this „Agreement“) for the use of the “App” (the “App”) is entered into between dotdotdot GmbH, Adalbertstr. 20, 10997 Berlin, Germany, firstname.lastname@example.org („Licensor“), and you, the end-user (the „Licensee“ or „you“).
The Agreement is made effective beginning on the date on which you first download, install or otherwise use App.
By downloading, installing or otherwise using the App you agree to all terms and conditions of this Agreement or in the accompanying documentation. You should read this Agreement carefully before downloading, installing, loading or otherwise using the App. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use the App.
2. Grant of Limited License
Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, Licensor hereby grants to Licensee a limited, personal, non-transferable and non-exclusive right (the „License“) during the Term, as defined below, to use the App pursuant to the terms set forth in this Agreement and the instructions provided in the manual of the App.
3. Intellectual Property Rights
The App and all copyrights, trademarks and all other intellectual property rights related thereto are owned by Licensor (or its licensors, as applicable) and are protected by German and international copyright law, trademark, patent and other applicable law. Licensee shall have no ownership or intellectual property rights in or to the App, including, without limitation, all copyrights related thereto.
4. Reservation of Rights
Licensor (or its licensors, as applicable) expressly reserves all rights not granted in this Agreement. You are not receiving any right or license hereunder to copy, distribute, publicly perform, display or make any other use of the App, or any element thereof, or the trademark “••• dotdotdot” or any other trademark of Licensor.
5. Software Use Restrictions
Any use by Licensee of the App not expressly permitted in Section 2 above is expressly prohibited and any such unauthorized use shall constitute a material breach of this Agreement by Licensee.
This prohibition includes (but is not limited to):
- copying, reproducing, manufacturing or distributing (free of charge or otherwise) the App, in whole or in part, in any media;
- to transfer, sell, sublicense or lease any rights in and to App to third parties;
- to use App contrary to morality or applicable law;
- to modify App or create any derived work;
- decompile, reverse engineer or disassemble the App.
Licensee shall not alter or remove any legal notices, such as trademark and copyright notices, affixed by Licensor on or within the App.
6. Use of Third Party Content
You may display, store, link or otherwise use third party content using the App.
You are only allowed to store, display, link or otherwise use third party content in connection with the App if and to the extent the owner(s) of rights of such content has entitled you to such use. You are entirely responsible for such entitlement by yourself.
YOU MUST NOT USE ANY CONTENT IN CONNECTION WITH THE APP IF SUCH USE INFRINGES OR VIOLATES ANY THIRD PARTY RIGHTS (INCLUDING WITHOUT LIMITATION COPYRIGHT, TRADEMARK, PERSONAL OR MORAL RIGHTS).
LICENSOR DOES NOT AND CANNOT CHECK YOUR ENTITLEMENT FOR THE USE OF THIRD PARTY CONTENT AND HEREBY EXPRESSIVELY DISCLAIMS ANY LIABILITY FOR SUCH ENTITLEMENT.
YOU SHALL NOT USE ANY THIRD PARTY CONTENT IN CONNECTION WITH THE APP WHICH IS
- FALSE OR MISLEADING,
- OTHERWISE ILLEGAL, UNLAWFUL OR IMMORAL.
ANY SUCH USE IS A MATERIAL BREACH OF THIS AGREEMENT. IN SUCH CASES LICENSOR RESERVES THE RIGHT TO REMOVE ANY SUCH CONTENT OR TO TERMINATE THE AGREEMENT.
7. Use of User Generated Content (UGC)
You may generate, display, store, link, distribute (including post) or otherwise user self-created (user generate) content (”UGC”) using the App.
You should carefully consider which UGC you distribute as this decision is final in many ways and cannot be reverted.
IF YOU POST UGC USING THE APP YOU THEREBY GIVE LICENSOR AND/OR OTHER USERS OF THE APP A LICENSE IN SUCH USG PURSUANT TO THE CREATIVE COMMONS ATTRIBUTION-NONCOMMERCIAL-NODERIVS 3.0 UNPORTED LICENSE.
Licensor does not and cannot:
- control the use of UGC by other users of the App and/or third parties; or
- prevent and/or prohibit the display, store, link, distribution or other use of UGC by other users of the App and/or third parties once you have posted it.
LICENSOR HEREBY EXPRESSIVELY DISCLAIMS ANY LIABILITY FOR ANY AND ALL USE OF YOUR UGC BY OTHER USERS OF THE APP AND/OR THIRD PARTIES.
YOU SHALL NOT USE ANY UGC IN CONNECTION WITH THE APP WHICH IS
- FALSE OR MISLEADING,
- OTHERWISE ILLEGAL, UNLAWFUL OR UNMORAL.
ANY SUCH USE IS A MATERIAL BREACH OF THIS AGREEMENT. IN SUCH CASES LICENSOR RESERVES THE RIGHT TO REMOVE ANY SUCH CONTENT OR TO TERMINATE THE AGREEMENT.
8. Term and Termination
The term of this Agreement (the “Term”) and the license granted herein begin on the date on which you first download, install or otherwise use App and shall continue in perpetuity until terminated in accordance with this Agreement.
Licensor reserves the right to terminate the License with thirty (30) days notice to be announced on Licensor’s websites.
Notwithstanding anything to the contrary herein this Agreement and the License granted to you herein shall immediately terminate, without the requirement of any notice from Licensor to Licensee, upon Licensee’s failure to comply with or breach of any term or provision of this Agreement.
Upon the termination or expiration of this Agreement, any and all rights of Licensee hereunder shall terminate without prejudice to any rights or claims Licensor may have. Licensee shall have no right to use the App in any manner after termination. Licensee shall immediately destroy all copies of the App in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in Licensor.
Termination of this Agreement shall not create any liability against Licensor and shall not relieve Licensee from any liability which arises prior to termination.
9. Disclaimer of Warranties by Licensor
To the maximum extent allowed by applicable law, Licensor (and its licensors, as applicable) provides the App to the Licensee „as is“ and without warranty of any kind (express, statutory, implied or otherwise), including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Licensor (and its licensors, as applicable) does not warrant that the App or the operation thereof will be free of errors or that App will meet special requirements of Licensee. No oral or written information or advice given to the Licensee by Licensor (and its licensors, as applicable) and/or any Licensor employee, representative or distributor will create a warranty for the App and Licensee may not rely on any such information or advice.
10. Limitation of Liability of Licensor
10.1. To the maximum extent allowed by applicable law, Licensor is liable for damages, regardless on which legal basis (be it contract, tort or otherwise), only if:
- such damages are cause by violation of essential obligations of the Agreement (Kardinalpflichten) for Licensor’s negligence or intent (Verschulden) which endangers the purpose of the Agreement; or
- such damages are cause by Licensor’s gross negligence or intent.
10.2. Licensor is liable for the violation of an essential obligation of the Agreement without acting with gross negligence or intent then the liability is limited to the payment received by Licensor from Licensee.
10.3. If Licensor is liable for damages pursuant to Section 11.2 above for gross negligence or intent of Licensor’s staff other than the managing directors then the liability is also limited to the amount set forth in Section 11.2.
10.4. Licensor is not liable for indirect or consequential damages (Mangelfolgeschäden), loss of profits or frustrated costs if such damages are not a result of gross negligence or intent of Licensor’s managing directors.
10.5. The exclusion or limitation of liability pursuant to this Section 11.4 also applies with respect to claims against Licensor’s staff or contractors.
10.6. The liability of Licensor with respect to death, bodily injury or health, a guarantee by Licensor (if any) or pursuant to the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.7. If Licensee is also liable for certain damages then Licensee shall bear an amount of such damages in accordance to its contributory negligence (Mitverschulden). With respect to the other party’s responsibility to reduction of damages (Schadensminderungsobligenheit) the relevant party is responsible for regular back-ups of its data and in case of an assumed bug shall take all further reasonable measures. In case of loss of data Licensor is thus liable only to the extent that such loss of data would have occurred in case of a due data back-up as well.
11. License’s Warranties and Indemnification
Licensee warrants and represents that:
- Licensee has full legal rights and authority to enter into and become bound by the terms of this Agreement;
- Licensee has full legal rights and authority to exercise Licensee’s rights granted herein and to comply with Licensee’s obligations hereunder;
- Licensee will comply, at all times during the Term, with all applicable laws.
Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and/or their successors, assigns, officers, directors, employees, agents, representatives and licensees (but excluding Licensee) from and against all damages, claims, losses, causes of action and lawsuits arising from and/or relating to a breach of this Agreement by Licensee.
12. Breach of the Agreement
In the event of a breach of this Agreement by Licensor, Licensee’s sole remedy shall be to terminate this Agreement by delivering written notice of termination to Licensor. Licensee hereby waives any right to seek injunctive relief.
In the event of a breach by Licensee of this Agreement, Licensor (and its licensors, as applicable) may pursue all remedies to which Licensor is entitled under applicable law and/or this Agreement, including without limitation the compensation for any and all damages which may arise in connection with such breach.
Licensee agrees that Licensee’s unauthorized use of App, or any part thereof, may immediately and irreparably damage Licensor such that Licensor could not be adequately compensated by a monetary award, and in such event (at Licensor’s option) Licensor (in addition to all other remedies available including a monetary award) shall be entitled to injunctive relief without the necessity of Licensor posting a bond or other security.
13. Violation of Third Party Rights
To the maximum extent allowed by applicable law, Licensor is not liable for content by users or other third parties. However, if you think that your rights (copyrights, trademarks, personal rights etc.) are violated by content in the App you may send a notice to email@example.com setting forth:
- the rights your claim (with registration number in case of registered rights),
- the exact location where the allegedly violating content can be found (text, user etc.).
Licensor will review the issue and may remove or limited the content.
14. General Provisions
Oral agreements have not been made. This Agreement supersedes all prior agreements made between the parties regarding the App. This Agreement reflects the entire agreement and understanding of the parties with respect to its subject matter.
Licensor may revise this Agreement at any time with thirty (30) days’ notice on its website or otherwise. If you do not agree with the revised Agreement you shall not be allowed to use the App anymore after such notice period and the License shall end.
Licensor may at any time revise and alter the version of the App.
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Licensor and Licensee.
If any provision of this Agreement shall be found to be invalid or unenforceable for legal or factual reasons the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions of this Agreement not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic and legal objective of the Agreement. This applies also in case of an omission or invalidity of the whole Agreement.
Licensor’s waiver of a breach of any provision to this Agreement will not constitute a waiver of any other breach.
This Agreement shall bind and inure to the benefit of Licensor, its successors and assigns and Licensor may assign its rights hereunder in Licensor’s sole discretion. This Agreement is personal to Licensee, and Licensee shall not sublicense, assign, transfer, convey nor franchise its rights granted hereunder.
This Agreement is governed and construed by the laws of the Federal Republic of Germany. Place of performance and jurisdiction shall be Berlin.
The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.
Licensor’s licensors shall be third-party beneficiaries under this Agreement and shall have the express right to enforce its provisions and to enjoy the benefits of its protections.
15. Reservation of App Store Terms of Service
NONE OF THE TERMS OF THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING ANY OF THE TERMS OF THE APP STORE TERMS OF SERVICE. IN CASE OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT AND THE APP STORE TERMS OF SERVICES THE APP STORE TERMS OF SERVICES SHALL PREVAIL. THIS APPLIES ESPECIALLY (BUT WITHOUT LIMITATION) TO THE FOLLOWING PROVISIONS:
1. Acknowledgement: Licensor and Licensee acknowledge that this Agreement is concluded between Licensor and the Licensee only, and not with Apple Inc. (“Apple”), and Licensor, not Apple, is solely responsible for the App and the content thereof. This Agreement shall not be construed as providing usage rules for the App that are less restrictive than the Usage Rules set forth for the App in, or otherwise be in conflict with, the App Store Terms of Service as of the beginning of the Term.
2. Scope of License: The license granted to the Licensee for the App is limited to a non-transferable license to use the App on an iOS Product that the licensee owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service.
3. Maintenance and Support: Licensor and Licensee acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
4. Warranty: Licensor is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App conform to any applicable warranty, Licensee may notify Apple, and Apple will refund the purchase price (if any) for the App to License; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor’s sole responsibility (to the extent not effectively disclaimed).
5. Product Claims: Licensor and Licensee acknowledge that Licensor (to the extent not effectively disclaimed), not Apple, is responsible for addressing any claims of Licensee or any third party relating to the App or the Licensee’s possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The Agreement does not limit Licensor’s liability to Licensee beyond what is permitted by applicable law.
6. Intellectual Property Rights: Licensor and Licensee acknowledge that, in the event of any third party claim that the App or the end-user’s possession and use of that App infringes that third party’s intellectual property rights, Licensor (to the extent not effectively disclaimed), not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: Licensee represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: Licensor address is for questions and complaints is
9. Third Party Beneficiary: Licensor and Licensee acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon the end-user’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the end-user as a third party beneficiary thereof.
BY ACCEPTING BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.